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26.08.2019 – 14:49

Wolford Aktiengesellschaft

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 of: Wolford Aktiengesellschaft, transmitted by news aktuell