EANS-General Meeting: Wolford Aktiengesellschaft
Invitation to the General
Meeting according to art. 107 para. 3 Companies Act
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General meeting information transmitted by euro adhoc with the aim of a
Europe-wide distribution. The issuer is responsible for the content of this
announcement.
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12.04.2018
Wolford Aktiengesellschaft
Bregenz, FN 68605 s
ISIN AT0000834007
ISIN AT0000A20C54
(hereinafter referred to as the "Company")
INVITATION
We hereby invite our shareholders to the
Extraordinary General Meeting of Wolford Aktiengesellschaft
to be held on Friday, May 4, 2018 at 9:30 a.m. (CET)
on the premises of Wolford Aktiengesellschaft, Wolfordstraße 1, 6900 Bregenz,
Austria.
Agenda
1. Resolution on
a. the ordinary increase in the share capital of the Company pursuant to
Sections 149 ff. Austrian Stock Corporation Act (AktG) by EUR
12.498.227,77, from EUR 36,350,000 to EUR 48.848.227,77 EUR through the
issuing of 1.719.151 new no par value bearer shares with the same
entitlement to dividends in return for a cash contribution;
b. the issuing of new ordinary shares representing a proportional amount of
the share capital made out to each no par value bearer share totaling EUR
7.27 plus a premium of EUR 5.53 per no par value bearer share, comprising a
total amount of EUR 12.80 per no par value bearer share;
c. the granting of dividend rights to the new shares as of May 1, 2017;
d. the issuing of new shares safeguarding the legally stipulated
subscription rights of all shareholders in a ratio of 20 : 7 i.e. 20 old
shares entitle the shareholder to subscribe to 7 new shares;
e. authorization granted to the Management Board (1) to stipulate that the
new shares are to be acquired by a bank pursuant to Section 153 Para. 6
AktG with the obligation to offer them to the Company's shareholders for
purchase at the original terms and conditions within the context of the
legally stipulated subscription rights and (ii) to specify the subscription
period;
f. authorization granted to the Management Board to carry out the capital
increase by August 31, 2018 and define further details concerning its
implementation;
g. all fees, charges and costs relating to the capital increase to be borne
by the Company; and
h. the corresponding amendments to Section 4 Para. 1 and 2 (Share Capital)
of the Articles of Association.
2. Elections to the Supervisory Board.
Documents for the Extraordinary General Meeting
The following documents will be available to the shareholders for inspection
starting no later than Friday, April 13, 2018, on the premises of the Company,
Wolfordstraße 1, 6900 Bregenz, Austria, during regular office hours, Monday to
Thursday from 9 a.m. to 5 p.m. and Friday from 9 a.m. to 3 p.m. Moreover, the
documents will be accessible on the Company's Website at www.wolford.com/en/agm
no later than Friday, April 13, 2018 and during the Extraordinary General
Meeting:
* Joint resolution proposed by the Management Board and Supervisory Board (item
1 of the agenda)
* Comparison of the Articles of Association (old and new version) relating to
item 1 on the agenda in accordance with the proposed changes
* Proposed resolutions of the Supervisory Board on item 2 of the agenda
* Declarations pursuant to Section 87 Para. 2 AktG on item 2 of the agenda
* Proxy authorization form
* Revocation of proxy form
* This invitation
This invitation as well as further information on shareholder rights pursuant to
sections 109, 110, 118 and 119 AktG will be available on the Company's Website
at www.wolford.com/en/agm no later than Friday, April 13, 2018.
Record date and right to participate in the Extraordinary General Meeting
The right to participate in the Extraordinary General Meeting and to exercise
voting rights and all other shareholder rights which may be exercised at the
Extraordinary General Meeting depend on the shares held on the record date, i.e.
Tuesday, April 24, 2018 at 12:00 midnight CET.
Participation in the Extraordinary General Meeting is limited to people who are
in possession of shares on the record date and supply proof of such to the
Company.
The deposit certificate in text form pursuant to Section 10 AktG (also refer
below to "Deposit certificate pursuant to Section 10a AktG) shall suffice as
proof of shareholding on the record date. It must be received by the Company no
later than Monday, April 30, 2018 at 12:00 midnight CET exclusively via one of
the following addresses:
(i) for transmitting the deposit certificate in written form
By e-mail:
anmeldestelle@computershare.de [anmeldestelle@computershare.de]
The deposit certificate must be attached as an electronic document as a PDF file
with a qualified electronjc signature.
By mail:
Wolford AG, c/o Computershare Deutschland GmbH
Elsenheimerstrasse 61
80687 Munich
By SWIFT: COMRGB2L
(Message Type 598)
The text must include the following: ISIN AT0000834007 / ISIN AT0000A20C54
(ii) for transmitting the deposit certificate in text form, which is sufficient
pursuant to Section 24 Para. 3 of the Articles of Association
By fax: +49 (0) 89 30903 74675
By e-mail:
anmeldestelle@computershare.de [anmeldestelle@computershare.de]
The deposit certificate must be attached to the e-mail in text form, for example
as a PDF file.
Deposit certificate pursuant to Section 10a AktG
The deposit certificate is to be issued by the depositary bank based in a member
state of the European Economic Area or in a full member state of the OECD, and
must contain the following information:
1.Information on the issuer: name/company and address or a code commonly used
between banks (SWIFT code)
2.Information on the shareholder: name/company, address, date of birth in case
of natural persons, or registryand registration number for legal persons in the
legal person's country of origin
3. Information on the shares: number of shares held by the shareholder (ISIN
AT0000834007 / ISIN AT0000A20C54)
4.Depositary number or another designation
5.Date or period of time to which the deposit certificate refers
The deposit certificate as evidence of shareholding must refer to the above-
mentioned record date (Tuesday, April 24, 2018, 12:00 midnight CET) and must not
be older than seven (7) days at the time it is presented to the Company.
The deposit certificate must be submitted in German or English.
The submission of the deposit certificate shall simultaneously suffice as
registration for the Extraordinary General Meeting. The shares are not
subsequently blocked, and shareholders may continue to freely dispose of their
shares, also after registration (with the exception of shares available for
share with the ISIN AT0000A20C54). Even if ownership of the shares is
transferred, only the person in possession of the shares on the record date is
eligible to participate in the Extraordinary General Meeting.
Shareholder rights linked to share ownership during a specified period and/or at
a specified date may only be exercised if proof of shareholding during the
relevant period of time and/or for the relevant date is evidenced by a deposit
confirmation pursuant to Section 10a AktG.
Representation by a proxy holder
Every shareholder entitled to participate in the Extraordinary General Meeting
has the right to appoint a representative (natural or legal person) who will
attend the General Meeting on behalf of the shareholder and who is vested with
the same rights as the shareholder whom he/she represents.
The proxy must be granted to a specific person (natural or legal) in text form.
It is also possible to appoint several proxy holders. If the shareholder has
appointed the depositary bank as her or his proxy, it will suffice if the bank
shareholder submits a declaration, via the communication channels stipulated for
this purpose, stating that the depositary bank was appointed to serve as the
proxy. In this the proxy authorization does not have to be transmitted to the
Company.
The authorization of proxy can be revoked by the shareholder. The revocation of
proxy only takes effect if it has been received by the Company.
If the proxy authorization is not submitted on the day of the Extraordinary
General Meeting or when registering to attend the Extraordinary General Meeting,
the proxy authorization must be received by the Company no later than on
Thursday May 3, 2018 12:00 noon CET, exclusively at one of the following
addresses:
By fax: +49 (0) 89 30903 74675
By e-mail:
anmeldestelle@computershare.de [anmeldestelle@computershare.de]
The proxy authorization in text form must be attached to the e-mail, for example
as a PDF file.
By mail:
Wolford AG, c/o Computershare Deutschland GmbH
Elsenheimerstrasse 61
80687 Munich
By SWIFT: COMRGB2L
(Message Type 598, including ISIN AT0000834007 / ISIN AT0000A20C54
Only on the day of the Extraordinary General Meeting:
In person: At the registration desk for the Extraordinary General Meeting at the
designated venue.
A form designating the appointment or revocation of a proxy holder will be sent
upon request. These forms are available for downloading on the Website of the
Company at www.wolford.com/en/agm. However, shareholders are not required to
make use of these proxy forms for the appointment or revocation of a proxy
holder.
The aforementioned instructions on granting proxy authorization apply
analogously to the revocation of proxies.
As a special service, the shareholders may grant a proxy to a representative of
the Austrian Shareholder Association (IVA), Feldmühlgasse 22/4, 1130 Vienna,
Austria, to serve as an independent proxy bound to comply with shareholder
instructions in exercising voting rights at the Extraordinary General Meeting.
On the part of IVA, Mr. Michael Knap has been named to represent these
shareholders at the Extraordinary General Meeting. In order to authorize Mr.
Michael Knap to serve as a proxy, a special proxy form is available on the
Website of the Company at www.wolford.com/en/agm, which has to be submitted to
the Company exclusively at one of the aforementioned addresses (by fax, e-mail
or mail). In addition, shareholders have the possibility to contact Mr. Michael
Knap of IVA personally by telephone at +43 (0) 1 8763343 - 30, by fax at +43 (0)
1 8763343 - 39 or by e-mail at michael.knap@iva.or.at [michael.knap@iva.or.at].
The shareholder must provide Mr. Michael Knap with precise instructions as to
how she/he (or a designated sub-proxy authorized by Mr. Michael Knap) is to
exercise the shareholder's voting rights. Mr. Michael Knap exercises the voting
right exclusively on the basis of the instructions provided by the shareholder.
The proxy is considered to be invalid if no explicit instructions are contained
in it. Please note that the proxy does not accept any instructions to make
statements at the Extraordinary General Meeting, to object to resolutions passed
by the Extraordinary General Meeting, to ask questions or to propose
resolutions.
Please note that even in case of granting proxy authorization, the prerequisites
for participating in the Extraordinary General Meeting as described above in
"Record date and right to participate in the Extraordinary General Meeting" have
to be fulfilled. Anonymous participation as a nominee shareholder (third party
owners) is not permitted (any longer).
Notes on the rights of shareholders pursuant to Sections 109, 110, 118 and 119
AktG
Shareholders whose total shareholding equals 5% or more of the Company's share
capital may request that additional items on the agenda be put on the agenda of
this Extraordinary General Meeting and request that these be made public
provided that the shareholders held the shares for at least three months prior
to submitting the request. Such requests must be made in written form i.e. (i)
the original document including the personal or company signature from every
petitioner or (ii) an electronic document/e-mail with a qualified electronic
signature pursuant to Section 4 Para, 1 Signature and Trust Services Act or
(iii) an explanation in text form sent via the SWIFT communications network. The
request must be received by the Company no later than Sunday, April 15, 2018 at
12:00 midnight CET either by mail to Wolford Aktiengesellschaft, Attn. Investor
Relations, Wolfordstraße 1, 6900 Bregenz or by e-mail to
anmeldestelle@computershare.de [anmeldestelle@computershare.de]. Each request
for an additional item to be put on the agenda must include the proposed
resolution and a statement explaining the reasons for such a proposal.
Note: due to the fact that the deadline falls on a Sunday, a written request by
the shareholder (pursuant to Section 886 Austrian Civil Code (ABGB) transmitted
by mail must be received by the Company on the previous working day i.e. on
Friday, April 13, 2018 12:00 midnight CET. In the case of electronic submission,
it is possible to transmit the request on the deadline of no later than Sunday,
April 15, 2018 at 12:00 midnight CET.
Every proposed resolution has to be submitted in German.
The deposit certificate pursuant to Section 10a AktG shall suffice as proof of
shareholding as the basis for exercising this shareholder right. This deposit
certificate must confirm that the shareholder or shareholders owning 5% of more
of the share capital and requesting an addition to the agenda have held these
shares for at least three months prior to submitting the request. Moreover, the
deposit certificate must not be more than seven (7) days old at the time it is
submitted to the Company. If several shareholders whose aggregate shareholding
totals at least 5% of the share capital request additional items on the agenda
of the Extraordinary General Meeting, the deposit certificate for all these
shareholders must refer to the same date (day, time of day). With respect to any
other requirements relating to the deposit certificate, reference is made to the
information specified in "Record date and right to participate in the
Extraordinary General Meeting".
Shareholders whose total shareholding equals 1% or more of the share capital may
propose draft resolutions in writing on every item on the agenda of the
Extraordinary General Meeting, accompanied by a statement explaining the reasons
for such a proposal, and may request that these draft resolutions are made
available on the Company's Website along with any comments on the proposed
resolutions submitted by the Management Board or the Supervisory Board. The
request must be received by the Company no later than Tuesday, April 24, 12:00
midnight CET, either by fax to Wolford Aktiengesellschaft Attn. Investor
Relations at +43 (0) 5574 690-1410 or by mail to Wolford Aktiengesellschaft,
Attn. Investor Relations, Wolfordstraße 1, 6900 Bregenz, Austria.
With respect to proposals for the election of a Supervisory Board member, a
declaration made by the nominated person is to be submitted pursuant to Section
87 Para. 2 AktG instead of the statement explaining the reasons for the draft
resolution. Pursuant to Section 128 Para. 5 AktG, such a draft resolution has to
be submitted in German, which represents the authoritative text. This also
applies to declarations pursuant to Section 87 Para. 2 AktG. The deposit
certificate pursuant to Section 10a AktG shall suffice as proof of shareholding
as the basis for exercising this shareholder right. This deposit certificate
must not be more than seven (7) days old at the time it is submitted to the
Company. Several deposit certificates on the part of shareholders whose
aggregate shareholding totals at least 1% of the share capital must refer to the
same date (day, time of day). With respect to any other requirements relating to
the deposit certificate, reference is made to the information specified in
"Record date and right to participate in the Extraordinary General Meeting".
Every shareholder has the right to propose draft resolutions on any item on the
agenda in the course of the Extraordinary General Meeting. These resolutions do
not have to be announced in advance. It should be noted a draft resolution
pursuant to Section 110 AktG will only be voted on at the Extraordinary General
Meeting if it is proposed as a motion at the Extraordinary General Meeting.
Every shareholder attending the Extraordinary General Meeting is entitled, upon
request, to be provided with information on matters concerning the affairs of
the Company, to the extent that this information is required as a means enabling
the shareholder to properly evaluate the relevant item on the agenda. This
obligation to provide information also covers the Company's legal and business
relations with an associated company, the situation of the Group as well as
companies included in the consolidated financial statements. The company may
refuse to supply such information if, according to its sound business judgment,
it could potentially cause material damage to the Company or any of its
subsidiaries, or if providing such information would comprise a criminal
offence.
Further information regarding the rights of shareholders pursuant to Sections
109, 110, 118 and 119 AktG are available on the Website of the Company
www.wolford.com/en/agm effective immediately.
Questions whose response requires longer preparation should, in the interest of
holding an efficient meeting, be submitted to the Management Board in a timely
manner in written form before the Extraordinary General Meeting.
Total number of shares and voting rights
At the time of the convocation of the Extraordinary General Meeting, the Company
had issued a total of 5,000,000 ordinary shares. Each share is entitled to one
vote. No non-voting preferred shares were issued. At the time of the convocation
of the Extraordinary General Meeting, the share capital of the Company amounts
to EUR 36,350,000. The Company currently holds 88,140 treasury shares which do
not entitle the Company to any rights (own shares are prohibited from exercising
voting rights). As a result, there are a total of 4,911,860 shares with voting
rights.
To ensure smooth access control, shareholders are asked to arrive on time before
the Extraordinary General Meeting begins and to provide appropriate
identification at the registration desk, showing the relevant deposit
certificate and a valid official photo identification (driving license,
passport, identity card).
Admission to collect voting cards starts at 9 a.m. CET.
Disclaimer
This shareholder notification does not constitute an offer of securities for
sale or a solicitation of an offer to purchase securities (the "Securities") of
Wolford AG (the "Company") in the United States. The Securities of the Company
may not be offered or sold in the United States absent registration or an
exemption from registration under the U.S. Securities Act of 1933, as amended.
The Securities of the Company have not been, and will not be, registered under
the Securities Act.
Bregenz, April 2018
The Management Board
Further inquiry note:
Wolford AG
Maresa Hoffmann
Investor Relations & Corporate Communications
Tel.: +43 5574 690 1258
investor@wolford.com | company.wolford.com
end of announcement euro adhoc
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issuer: Wolford Aktiengesellschaft
Wolfordstrasse 1
A-6900 Bregenz
phone: +43(0) 5574 690-1268
FAX: +43(0) 5574 690-1219
mail: investor@wolford.com
WWW: http://company.wolford.com
ISIN: AT0000834007
indexes: ATX GP
stockmarkets: Frankfurt, New York, Wien
language: English
Original-Content von: Wolford Aktiengesellschaft, übermittelt durch news aktuell