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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26.08.2019
Wolford Aktiengesellschaft
Bregenz, FN 68605 s
ISIN AT0000834007
(hereinafter referred to as the "Company")
INVITATION
We hereby invite our shareholders to the
Annual General Meeting of Wolford Aktiengesellschaft
to be held on Wednesday, September 25, 2019 at 01:00 p.m. (CET)
on the premises of Wolford Aktiengesellschaft, Wolfordstraße 1, 6900 Bregenz,
Austria.
Agenda
1. Presentation of the approved annual financial statements according to the
Austrian Commercial Code (UGB) as at April 30, 2019 including the notes and
the Management Report, the Corporate Governance Report, the Non-Financial
Report (Sustainability Report) the consolidated IFRS financial statements
as at April 30, 2019 including the notes and the Group Management Report as
well as the Report of the Supervisory Board for the 2018/19 financial year
pursuant to Article 96 of the Austrian Stock Corporation Act ("AktG") as
well as the report about the balance sheet result reported in the annual
financial statements as at April 30, 2019 pursuant to the Austrian
Commercial Code.
2. Resolution on the discharge of the members of the Management Board for the
2018/19 financial year
3. Resolution on the discharge of the members of the Supervisory Board for the
2018/19 financial year
4. Election of the auditor of the annual financial statements and the
consolidated financial statements for the 2019/20 financial year
5. Elections to the Supervisory Board
Documents for the Annual General Meeting
The following documents will be available to the shareholders for inspection
starting no later than Wednesday, September 04, 2019, 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 2 p.m.
Moreover, the documents will be accessible on the Company's Website at http://
company.wolford.com/agm/ [http://company.wolford.com/agm/] no later than
Wednesday, September 04, 2019 and during the Annual General Meeting:
* Annual financial statements pursuant to the Austrian Commercial Code as at
April 30, 2019, including the notes and the Management Report
* Corporate Governance Report for the 2018/19 financial year
* Consolidated IFRS financial statements as at April 30, 2019 including the
notes, the Group Management Report and Non-financial Report
* Report of the Supervisory Board pursuant to Art. 96 AktG for the 2018/19
financial year
* Resolutions submitted jointly by the Management Board and Supervisory Board on
items 2 and 3 of the agenda
* Resolutions submitted by the Supervisory Board on items 4 and 5 of the agenda
* Declarations pursuant to Art. 87 Para. 2 AktG
* Proxy authorization form
* Revocation of proxy form
* This invitation
This complete text of this invitation as well as further information on
shareholder rights pursuant to articles 109, 110, 118 and 119 AktG will be
available on the Company's Website at http://company.wolford.com/agm/ [http://
company.wolford.com/agm/] no later than Wednesday, September 04, 2019 and will
be accessible during the Annual General Meeting.
Record date and right to participate in the Annual General Meeting
The right to participate in the Annual General Meeting and to exercise voting
rights and all other shareholder rights which may be exercised at the Annual
General Meeting depend on the shares held on the record date, i.e. Sunday,
September 15, 2019 at 12:00 midnight CET.
Participation in the Annual 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 Art. 10 AktG (also refer below
to "Deposit certificate pursuant to Art. 10a AktG) shall suffice as proof of
shareholding on the record date. It must be received by the Company no later
than Friday, September 20, 2019 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 electronic 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
(ii) for transmitting the deposit certificate in text form, which is sufficient
pursuant to Art. 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 Article 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 registry
and 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)
4. Depository 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 (Sunday, September 15, 2019, 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 Annual General Meeting. The shares are not
subsequently blocked, and shareholders may continue to freely dispose of
their shares, also after registration. 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 Annual 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 Art. 10a AktG.
Representation by a proxy holder
Every shareholder entitled to participate in the Annual 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 Annual
General Meeting or when registering to attend the Annual General Meeting,
the proxy authorization must be received by the Company no later than on
Tuesday, September 24, 2019 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
Only on the day of the Annual General Meeting:
In person: At the registration desk for the Annual 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 http://company.wolford.com/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
Annual General Meeting. On the part of IVA, Mr. Michael Knap has been named
to represent these shareholders at the Annual 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 http://company.wolford.com/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 Annual General Meeting,
to object to resolutions passed by the Annual 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 Annual General Meeting as described
above in "Record date and right to participate in the Annual 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 Articles 109, 110, 118 and
119 AktG
Shareholders whose total shareholding equals 5% or more of the Company's
share capital may request the inclusion and public announcement of
additional items to the agenda for this Annual General Meeting, 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 Art. 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 Wednesday, September 04, 2019 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.
Every proposed resolution has to be submitted in German.
The deposit certificate pursuant to Art. 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 Annual 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 Annual 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 Annual 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 Monday, September 16, 2019 at 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
Art. 87 Para. 2 AktG instead of the statement explaining the reasons for
the draft resolution. Pursuant to Art. 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 Art. 87
Para. 2 AktG. The deposit certificate pursuant to Art. 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 Annual General Meeting".
Every shareholder has the right to propose draft resolutions on any item on
the agenda in the course of the Annual General Meeting. These resolutions
do not have to be announced in advance. It should be noted a draft
resolution pursuant to Art.110 AktG will only be voted on at the Annual
General Meeting if it is proposed as a motion at the Annual General
Meeting.
Every shareholder attending the Annual 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
Articles 109, 110, 118 and 119 AktG are available on the Website of the
Company http://company.wolford.com/agm/ [http://company.wolford.com/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 Annual General Meeting.
Total number of shares and voting rights
At the time of the convocation of the Annual General Meeting, the Company
had issued a total of 6,719,151 ordinary shares. Each share is entitled to
one vote. No non-voting preferred shares were issued. At the time of the
convocation of the Annual General Meeting, the share capital of the Company
amounts to EUR 48,848,227.77. 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 6,631,011 shares eligible for participation and voting.
Data protection information
Personal data of shareholders is processed in connection with preparing and
holding the Annual General Meeting of the Company. In particular, this data
is contained in the deposit certificate pursuant to Art. 10a AktG and other
data made known by the shareholder (name/company, address and code of the
issuer of the deposit certificate; name, address and date of birth of the
shareholder; depository account number or other designation of the
depositary account; number and if applicable, the nominal value of the
shares held by the shareholder as well as a description of the share class
or ISIN/WKN; daze or period of time to which the deposit certificate
refers; if applicable, the number of the voting card). With respect to this
personal data, the Company is the responsible body pursuant to Art. 4 Para.
7 DSGVO. Contact details of the responsible body are as follows: Wolford
AG, Wolfordstraße 1, 6900 Bregenz, Austria. The Data Protection Officer of
the Company can be reached at dataprotection@wolford.com
[dataprotection@wolford.com].
The processing of personal data is for the purpose of checking the
entitlement of shareholders to participate in the Annual General Meeting
and to implement the Annual General Meeting of the Company, including
preparation of a list of participants, and is absolutely necessary for
these purposes. The legal foundation for processing the personal data of
shareholders in accordance with data protection regulations are the
stipulations contained in AktG, in particular Articles 111, 113, 114, 117
and 120 AktG which lay out the legal obligations of the Company in line
with Art. 6 Para. 1 (c) DSGVO. The storage of personal shareholder data
takes place until the expiration of the legally required data retention
period. Personal data of the shareholder which has to be included in the
list of participants pursuant to Article 117 AktG must be conveyed to the
responsible Commercial Register Court as part of the notarial protocol
pursuant to Art. 120 Para. 4 AktG. The Company uses the services of
Computershare Deutschland GmbH, Elsenheimerstrasse 61, 80687 Munich,
Germany, which works as the data processor on behalf of the Company in
processing personal data in line with Art 28 DSGVO.
With respect to the personal data processed by the Company, the
shareholders have the right to obtain information (Art. 15 DSGVO) and to
have the information corrected (Art. 16 DSGVO) or deleted (Art. 17 DSGVO),
or to impose restrictions on the processing of data (Art. 18 DSGVO) and
data portability (Art. 20 DSGVO). Furthermore, shareholders have the right
to file a complaint with one of the supervisory authorities (Art. 77
DSGVO). In Austria, the responsible supervisory authority is the Austrian
Data Protection Authority (Datenschutzbehörde), Wickenburggasse 8, 1080
Vienna. The affected person also has the right of objection (Art. 21 DSGVO)
inasmuch as the processing of personal data takes place as a means of
protecting the legitimate interests of the responsible body or a third
party (Art. 6 Para. 1 (f) DSGVO).
To ensure smooth access control, shareholders are asked to arrive on time
before the Annual 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 12:00 noon CET.
Bregenz, August 2019 The Management Board
Further inquiry note:
Wolford AG
MARESA HOFFMANN
Investor Relations & Corporate Communications
Office: +43 (0)5574 690 - 1293
Email: hom3@wolford.com
end of announcement euro adhoc
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issuer: Wolford Aktiengesellschaft
Wolfordstrasse 1
A-6900 Bregenz
phone: +43(0) 5574 690-1258
FAX: +43(0) 5574 690-1410
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