EQS-News: Wolford AG / Announcement of the Convening of the General Meeting
Wolford AG: Convening of an Extraordinary General Meeting

24.05.2024 / 08:58 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS News - a service of EQS
Group AG.
The issuer is solely responsible for the content of this announcement.

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Translation from German original – in case of doubt the German version prevails

 

 

 

 

 

 

 

Wolford Aktiengesellschaft

Bregenz, FN 68605 s

ISIN AT0000834007

(the “Company”)

 

 

CONVOCATION

 

We hereby invite our shareholders

to attend the Extraordinary Shareholder Meeting of Wolford Aktiengesellschaft
to be held on Friday, 14 June 2024 at 9:00 am (CET) at the premises of
Wolford Aktiengesellschaft, office location Rheinstraße 2, 6971 Hard, Austria.

 

 

Agenda

 

 1. Elections to the Supervisory Board

 

 

Documents for the Annual General Meeting

 

The following documents will be available no later than Friday, 24 May 2024, at the following
link in the Internet:
[1] https://company.wolford.com/en/investor-relations-2/ausserordentliche-hauptversammlung2024/

 

• Resolution proposals of the Supervisory Board on agenda item 1.
• Forms for the granting of a proxy
• Forms for the revocation of a proxy
• This convocation
• Documents for the elections to the Supervisory Board pursuant to § 87 para 2 AktG on agenda
item 1

 

The full text of this convocation as well as further information on the rights of shareholders
under §§ 109, 110, 118 and 119 AktG will be available on the Company’s website at
[2] https://company.wolford.com/en/investor-relations-2/ausserordentliche-hauptversammlung2024/
no later than Friday, 24 May 2024, and will be available in physical form at the Shareholder
Meeting.

 

 

Record date and attendance at the Shareholder Meeting pursuant to § 111 AktG

 

The right to attend the Shareholder Meeting and to exercise voting rights and other shareholder
rights to be exercised at the Shareholder Meeting is based on the shares held as of midnight CET
on Tuesday, 4 June 2024 (record date).

 

Only persons who are shareholders on the record date and are able to furnish evidence thereof to
the Company will be entitled to attend the Annual General Meeting.

 

For proof of shareholding on the record date, a deposit certificate pursuant to § 10a AktG (see
“Deposit certificate pursuant to § 10a AktG”, below) in text form will suffice, which must be
received by the Company no later than midnight CET on Tuesday, 11 June 2024, exclusively at one
of the following addresses:

 

By e-mail: [3]anmeldestelle@computershare.de

 The deposit certificate must be attached (i) as an electronic document in PDF format with a
qualified electronic signature, or (ii) in text form, for example as a PDF, to the e-mail

 

By post: Wolford AG, c/o Computershare Deutschland GmbH

 Eisenheimerstrasse 61

 80687 Munich

 

By SWIFT: COMRGB2L

 (Message Type 598)

 quoting ISIN AT0000834007

 

 

Deposit certificate pursuant to § 10a AktG

 

The deposit certificate must be issued in text form by the depositary bank having its registered
office in a Member State of the European Economic Area (EEA) or in a full Member State of the
OECD, and must contain the following information:

 

 1. Particulars of the issuer: name/company and address or a code commonly used in dealing
between banks (SWIFT code)

 

 2. Particulars of the shareholder: name/company and address, and date of birth for natural
persons or, for legal entities, commercial register and (register) number under which the
legal entity is registered in its country of origin, if applicable

 

 3. Information on the shares: number of shares (ISIN AT0000834007) held by the shareholder

 

 4. Depository number or other designation

 

 5. The date or period to which the deposit certificate relates

 

The deposit certificate, as evidence of share ownership, must refer to the record date of
Tuesday, 4 June 2024, midnight CET.

 

The deposit certificate must be submitted in German or English.

 

Transmission of the deposit certificate shall be simultaneously deemed to constitute
registration for the Shareholder Meeting. The shares will not be blocked upon registration for
the Shareholder Meeting or upon submission of a deposit certificate. Shareholders may thus
continue to freely dispose of their shares even after registration. In the event of a transfer
of shares, only the person who held the status of shareholder on the record date will be
entitled to participate in the meeting.

 

Shareholder rights that are linked to share ownership during a certain period and/or at a
certain point in time may only be exercised if proof of shareholder status during the relevant
period and/or at the relevant point in time is furnished by means of a deposit certificate
pursuant to § 10a AktG.

 

 

Representation by proxy pursuant to § 114 AktG

 

Every shareholder entitled to attend the Shareholder Meeting shall have the right to appoint a
proxy (natural person or legal entity) to attend the Shareholder Meeting on his or her behalf,
who shall have the same rights as the shareholder such proxy represents.

 

The proxy must be granted to a specific natural person or legal entity in text form; it is also
possible to authorize multiple persons. If the shareholder has granted proxy to his or her
depositary bank, it is sufficient if the latter, in addition to the deposit certificate, submits
a declaration that it has been granted proxy; in such case, the proxy itself does not have to be
transmitted to the Company.

 

The proxy granted may be revoked by the shareholder. Revocation shall only take effect upon
receipt by the Company.

If the proxy is not delivered in person at the registration desk for the Shareholder Meeting on
the day thereof, such proxy must be received by the Company no later than 12 noon CET on
Thursday, 13 June 2024, exclusively at one of the following addresses:

 

 

By fax:  +49 (0) 89 30903 74675

 

By e-mail: [4]anmeldestelle@computershare.de

 The proxy must be attached to the e-mail in text form, for example as a PDF

 

By post: Wolford AG, c/o Computershare Deutschland GmbH

 Eisenheimerstraße 61

 80687 Munich

 

By SWIFT: COMRGB2L

 (Message Type 598)

 quoting ISIN AT0000834007

 

A proxy form and a form for revocation of a proxy will be sent upon request; these forms are
also available on the Company’s website at
[5] https://company.wolford.com/en/investor-relations-2/ausserordentliche-hauptversammlung2024/.
However, use of these forms is not mandatory either for granting a proxy or for revoking it.

 

The provisions above on granting of a proxy also apply mutatis mutandis to the revocation of a
proxy.

 

As a special service, a representative of the Austrian Shareholder Association (IVA),
Feldmühlgasse 22/4, 1130 Vienna, is available to shareholders as an independent proxy to
exercise voting rights at the Shareholder Meeting in accordance with shareholder instructions.
The IVA currently intends that Dr. Michael Knap will represent the shareholders at the
Shareholder Meeting. For authorization of Dr. Michael Knap, a special proxy form is available on
the Company’s website at
[6] https://company.wolford.com/en/investor-relations-2/ausserordentliche-hauptversammlung2024/,
which must be received by the Company exclusively at one of the above-referenced addresses (fax,
e-mail, post). In addition, shareholders can contact Dr. Michael Knap of the IVA directly at +43
(0) 1 8763343 – 30, fax +43 (0) 1 8763343 – 39 or by e-mail at michael.knap@iva.or.at.

 

The shareholder shall give instructions to Dr. Michael Knap regarding how he (or, if applicable,
a sub-proxy authorized by Dr. Michael Knap) is to exercise the voting right. Dr. Michael Knap
will exercise the voting right exclusively on the basis of instructions given by the
shareholder. Please note that the proxy will not accept any instructions to speak at the
meeting, to raise objections to resolutions of the Shareholder Meeting or to ask questions or
propose motions.

 

Shareholders are advised that they must satisfy the attendance requirements (see “Record date
and attendance at the Shareholder Meeting”) even if they grant a proxy.

 

 

Advice on shareholders rights pursuant to §§ 109, 110, 118 and 119 AktG

 

Shareholders whose shares individually or collectively total 5% of the Company’s share capital
and who have been holders of such shares for at least three months prior to the date of the
request may request that additional items be placed on the agenda of the Shareholder Meeting and
be announced as such, provided that such request is received by the Company no later than
midnight CET on Sunday, 26 May 2024, addressed in writing to Wolford Aktiengesellschaft, Attn:
Investor Relations, Wolfordstraße 1, 6900 Bregenz, or by e-mail to [7]investor@wolford.com. Each
agenda item so requested must be accompanied by a proposal for a resolution, together with the
reasons for this, in a German-language version, which shall be deemed the authoritative version.

 

Shareholder status is evidenced by the submission of a deposit certificate pursuant to § 10a
AktG, confirming that the shareholder or shareholders making the request (5% of share capital)
have been holders of these shares for at least three months prior to submission of the request,
which must not be dated more than seven (7) days before the date of receipt by the Company. If
the request for inclusion of additional agenda items is submitted by several shareholders whose
shareholdings only total at least 5% of the share capital in the aggregate, then the deposit
certificates for all such shareholders must refer to the same date (day, time of day). With
regard to the other requirements in respect of the deposit certificate, reference is made to the
explanations provided on the right of attendance (See “Record date and attendance at the
Shareholder Meeting”).

 

Shareholders whose shares individually or collectively total 1% of the Company’s share capital
may submit proposals for resolutions on agenda item in text form, together with the reasons for
such proposals, and may request that such proposals, together with the reasons for them and any
comments of the Management Board or Supervisory Board, be published on the website of the
Company, provided that such request is made in text form by no later than midnight CET on
Wednesday, 5 June 2024, to Wolford Aktiengesellschaft, Attn: Investor Relations by e-mail to
[8]investor@wolford.com, by fax to +43 (0) 5574 690-1410 or by post to Wolford
Aktiengesellschaft, Wolfordstraße 1, 6900 Bregenz.

 

In the event of a proposal for the election of a Supervisory Board member, a statement made by
the nominated person pursuant to § 87 (2) AktG shall replace the statement of reasons for the
proposed resolution. Pursuant to § 128 (5) AktG, any proposal for a resolution must be submitted
in a German version, which shall be deemed the authoritative version; this shall also apply
mutatis mutandis to statements pursuant to § 87 (2) AktG.

 

Shareholders shall prove shareholder status for exercise of this shareholder right by submission
of a deposit certificate pursuant to § 10a AktG, which shall not be dated earlier than seven
days prior to the date of submission to the Company. Multiple deposit certificates for shares
which only total a shareholding level of 1% in the aggregate must refer to the same date (day,
time of day). With regard to the other requirements for the deposit certificate, reference is
made to the explanations provided on the right to attendance (see “Record date and attendance at
the Shareholder Meeting”).

 

Each shareholder may also submit proposals on any agenda item during the meeting, which shall
not require prior announcement. It is pointed out that a proposal for a resolution pursuant to
§ 110a (1) AktG may only be voted on in the Shareholder Meeting if it is repeated as a motion
during the meeting.

 

However, a shareholder proposal for the election of a Supervisory Board member requires the
timely submission of a resolution proposal pursuant to section 110 of the Austrian Stock
Corporation Act (AktG): Persons for election to the Supervisory Board (item 6. of the agenda)
may only be proposed by shareholders whose shares together amount to 1% of the share capital.
Such election proposals must be received by the Company no later than 4 June 2024. Each
nomination must be accompanied by a declaration pursuant to § 87 para 2 of the Austrian Stock
Corporation Act (AktG) of the proposed person's professional qualifications, professional or
comparable functions, and any circumstances that could give rise to concerns of partiality.

 

Otherwise, the shareholder proposal for the election of a Supervisory Board member may not be
considered in the vote.

 

Every shareholder shall, upon request, be provided with information at the Shareholder Meeting
regarding the affairs of the Company to the extent that such information is necessary in order
to properly evaluate an item on the agenda. This right of information shall also extend to the
Company’s legal and business relations with an affiliate enterprise, the situation of the
corporate group and of the companies included in the consolidated financial statements. The
information may be refused to the extent that, in the Company’s reasonable business judgement,
it is likely to cause significant disadvantage to the Company or an affiliate, or if the
provision of such information would be punishable by law. To ensure procedural economy of the
meeting, questions requiring lengthy preparation should be submitted in good time before the
Shareholder Meeting in writing to the Management Board by e-mail to [9]investor@wolford.com or
by post to Wolford Aktiengesellschaft, Attn. Investor Relations, Wolfordstraße 1, 6900 Bregenz.

 

Further information on these shareholder rights pursuant to §§ 109,110, 118 and 119 AktG is
available on the Company’s website at
[10]https://company.wolford.com/en/investor-relations-2/ausserordentliche-hauptversammlung2024/.

 

 

Total number of shares and voting rights

 

At the time of convening this Shareholder Meeting, 9,653,666 ordinary shares had been issued,
with each ordinary share carrying one vote. No non-voting preference shares have been issued.
The share capital of the Company at the time of convening the Shareholder Meeting is
EUR 46,337,596.80. The Company currently holds 88,140 treasury shares, under which the Company
has no rights (treasury shares are prohibited from exercising voting rights). As a result, there
are a total of 9,565,526 shares with participation and voting rights.

 

 

Information for shareholders on data processing

 

Purpose and legal basis for processing your data

Wolford Aktiengesellschaft processes personal data of shareholders in connection with its
preparation and holding of the Company’s Shareholder Meeting (the data contained in the deposit
certificate pursuant to § 10a AktG and otherwise disclosed by the shareholder, name, address and
date of birth of the shareholder; depository account number or other designation of the
depository account; number and, if applicable, nominal value of the shareholder’s shares as well
as the designation of the class of shares or ISIN/WKN; time or period to which the deposit
certificate relates; name and date of birth of any proxy appointed by the shareholder; number of
the ballot, if applicable).

 

The processing of personal data of shareholders is mandatory for the participation of
shareholders and their proxies at the Shareholder Meeting pursuant to the Austrian Stock
Corporation Act (AktG), in particular pursuant to §§ 111, 113, 114, 117 and 120 AktG. The
personal data of shareholders will be processed in the course of the Annual General Meeting for
the following purposes: organization of the Shareholder Meeting, participation of shareholders
and their proxies at the Shareholder Meeting, the exercise of shareholder rights in the course
of the Shareholder Meeting, identification of voting actions, creation of a registration list,
creation of an attendance list, creation of a proxy list, creation of minutes of the Shareholder
Meeting, fulfilment of compliance obligations including recording, information and reporting
obligations. Accordingly, Article 6 (1) (c) GDPR and Article 6 (1) (f) GDPR constitute the legal
basis for such data processing.

 

The company responsible for data processing is Wolford Aktiengesellschaft, Wolfordstraße 1, 6900
Bregenz., Austria. For purposes of organising its Shareholder Meeting, the Company uses external
service providers, such as, in particular, vote tallying services, notaries, legal advisors,
special proxies and IT service providers. These companies only receive such personal data from
the Company as is necessary to perform the services for which they are engaged, and they process
such data exclusively in accordance with the Company’s instructions. To the extent required by
law, the Company has concluded a data protection agreement with these service providers.

 

If a shareholder attends the Shareholder Meeting, all shareholders present or their proxies, all
members of the Management Board and Supervisory Board, the notary public and all other persons
with a legal right to attend the meeting may inspect the legally mandated list of participants
(§ 117 AktG) and may, in so doing, also inspect the personal data contained therein (including
name, place of residence, shareholding). Wolford Aktiengesellschaft is also legally obliged to
submit personal shareholder data (in particular: the list of participants) as part of the
notarial record to the Commercial Register (§ 120 (4) AktG).

 

Retention period for retention of your data

Shareholder data is anonymized or deleted as soon as it is no longer needed for the purposes for
which it was collected or processed and unless other legal obligations require further storage.
Evidentiary and storage obligations arise, in particular, out of corporate law, the law
governing company shares and corporate takeovers, the law governing taxes and duties as well as
from anti-money laundering regulations. If legal claims are brought by shareholders against the
Company or vice versa by the Company against shareholders, the storage of personal data serves
to establish and enforce claims in individual cases. In connection with legal proceedings before
the civil courts, this may result in the storage of data for the duration of the statute of
limitations plus the duration of any legal proceedings until they are concluded by res judicata
decision. The duration of the statute of limitations is governed, in particular, by the
provisions of the Austrian Civil Code.

 

 

Your rights

You have the right to request information as to whether we are processing personal data about
you. If this is the case, you may request information about the data itself, the purpose of the
data processing, the categories of the data, and about the recipients, origin and storage period
of the data we process regarding you.

 

If we process data relating to you that is incorrect or incomplete, you may request that your
data be corrected or completed. You may also request the erasure of unlawfully processed data.
However, please note that this only applies to incorrect, incomplete or unlawfully processed
data. If it is unclear whether the data processed about you is inaccurate, incomplete or
unlawfully processed, you may request the restriction of the processing of your data until this
question is ultimately resolved. You may also withdraw your previously given consent at any time
and without any justification in order to prevent the further use of your personal data which is
collected and used on the basis of a declaration of consent. The withdrawal of your consent does
not affect the lawfulness of the processing that was carried out on the basis of your consent
prior to its withdrawal. In the event of withdrawal of consent, you also have the right to
request the erasure of your data.

 

Upon your request, we will provide you with a copy of the personal data we have processed about
you in a machine-readable format determined by us. Alternatively, you may also instruct us to
transfer this data directly to a third party of your choice, provided that the recipient enables
us to do so from a technical point of view and provided that the transfer of data is not
prevented by unjustifiable expense or by legal obligations or other obligations of secrecy or
confidentiality on our part or on the part of third parties.

 

If we process your data to protect the legitimate interests of the data controller or a third
party, you also have the right to object.

 

We request that you send all of your requests to the contact details shown below. In order to
ensure that your personal data do not fall into the wrong hands, we request that you enclose
proof of identity, e.g., a copy of your official identity card, when submitting your request.

 

Contact for data protection requests

 

Wolford Aktiengesellschaft

Attn: Data Protection Officer

Wolfordstraße 1

6900 Bregenz

[11]datenschutz@wolford.com

 

You also have the right to lodge a complaint with the Austrian Data Protection Authority,
Barichgasse 40-42, 1030 Vienna, ([12]dsb@gv.at).

 

 

 

Admission for collection of ballots is from 8:30 am onwards.

 

 

Bregenz, May 2024

 

 

The Management Board

 

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24.05.2024 CET/CEST

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Language: English
Company: Wolford AG
Wolfordstrasse 1
6900 Bregenz
Austria
Phone: +43/5574/6900
E-mail: investor@wolford.com
Internet: www.wolford.com
ISIN: AT0000834007
WKN: 83400
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt,
Munich, Stuttgart; Vienna Stock Exchange (Official Market)

 
End of News EQS News Service

1910275  24.05.2024 CET/CEST

References

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3. anmeldestelle@computershare.de
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7. investor@wolford.com
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11. datenschutz@wolford.com
12. dsb@gv.at