EANS-General Meeting: Wolford Aktiengesellschaft
Invitation to the General Meeting according to art. 107 para. 3 Companies Act - ATTACHMENT
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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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21.05.2021
Wolford Aktiengesellschaft
Bregenz, FN 68605 s
ISIN AT0000834007
(the "Company")
INVITATION
We hereby invite our shareholders
to attend the 34th Annual General Meeting of Wolford Aktiengesellschaft
to be held on Friday, 18 June 2021 at 10:00 am (CET) at the premises of
Wolford Aktiengesellschaft, Wolfordstraße 1, 6900 Bregenz, Austria.
Dear Shareholders,
The past year was dominated by the COVID-19 pandemic, which presented all of us
with numerous challenges. One of these challenges Wolford AG is currently facing
is how to conduct our Annual General Meeting.
At present, current regulations allow for an annual general meeting to be held
with personal attendance, as a physical meeting of constitutive bodies.
For this reason, and in light of the continued favourable trends regarding the
pandemic in Austria, the Management Board has decided that this year's Annual
General Meeting will be held as an in-person meeting.
Wolford AG will ensure that all of the requirements and recommendations for
safely conducting an annual general meeting are complied with and implemented.
The health of our shareholders is Wolford AG's top priority. In order to protect
those in attendance, the Company has devised guidelines and measures to prevent
the spread of COVID-19, which are explained below at "Precautions in respect of
COVID-19" and must be complied with by shareholders.
For their own safety, shareholders are advised to refrain from attending the
Annual General Meeting and to use the services of the independent proxy, Dr.
Knap (for proxy appointments, see below at "Proxy representation").
In light of the current COVID-19 crisis, Wolford AG reserves the right to cancel
the 34th Annual General Meeting and postpone it to a later date or to convene a
virtual Annual General Meeting. This applies in particular in the event that the
general conditions in connection with the spread of COVID-19 change and it would
not be ensured that we could reliably carry out the meeting, or if it would not
be feasible to carry it out in accordance with the legal and regulatory
requirements.
The Management Board
Agenda
1. Presentation of the approved annual financial statements pursuant to the
Austrian Commercial Code (UGB) as of 31 December 2020, including the notes
and management report, the corporate governance report, the non-financial
report (sustainability report), the IFRS consolidated financial statements
as of 31 December 2020, including the notes to the consolidated financial
statements and the consolidated management report and the report of the
Supervisory Board pursuant to § 96 of the Austrian Stock Corporation Act
(AktG) for the short financial year 2020, as well as report on the balance
sheet results shown in the annual financial statements pursuant to the
Austrian Commercial Code (UGB) as of 31 December 2020
2. Resolution on the discharge of the members of the Management Board for the
short financial year 2020
3. Resolution on the discharge of the members of the Supervisory Board for the
short financial year 2020
4. Resolution on the remuneration report for the short financial year 2020
5. Election of the auditor of the annual financial statements and the auditor
of the consolidated financial statements for the financial year 2021
Documents for the Annual General Meeting
The following documents will be available no later than Friday, 28 May 2021, at
the following link in the Internet: https://company.wolford.com/de/investor-
relations-2/ordentliche-hauptversammlung/ [https://company.wolford.com/de/
investor-relations-2/ordentliche-hauptversammlung/]
* Annual financial statements pursuant to the Austrian Commercial Code (UGB) as
of 31 December 2020, including notes and management report
* Corporate governance report for the short financial year 2020
* IFRS consolidated financial statements as of 31 December 2020, including notes
to the consolidated financial statements and consolidated management report
and non-financial report (sustainability report)
* Report of the Supervisory Board pursuant to § 96 AktG for the short financial
year 2020
* Remuneration report for the short financial year 2020
* Joint resolution proposals of the Management Board and Supervisory Board on
agenda items 2 to 4
* Proposed resolution of the Supervisory Board on agenda item 5
* Forms for the granting of a proxy
* Forms for the revocation of a proxy
* This invitation
The full text of this invitation 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 https://company.wolford.com/de/investor-relations-2/
ordentliche-hauptversammlung/ [https://company.wolford.com/de/investor-
relations-2/ordentliche-hauptversammlung/] no later than Friday, 28 May 2021,
and will be available in physical form at the Annual General Meeting. The
guidelines and measures may be adapted, if necessary, depending on further
developments of the COVID-19 pandemic; this may even be done at short notice.
Should there be any changes to the guidelines and measures, the Company will
furnish information to the persons in attendance on the Company's website at
https://company.wolford.com/de/investor-relations-2/ordentliche-
hauptversammlung/ [https://company.wolford.com/de/investor-relations-2/
ordentliche-hauptversammlung/] and also post it in physical form at the Annual
General Meeting.
Record date and attendance at the Annual General Meeting pursuant to § 111 AktG
The right to attend the Annual General Meeting and to exercise voting rights and
other shareholder rights to be exercised at the Annual General Meeting is based
on the shares held as of midnight CET on Tuesday, 8 June 2021 (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, 15 June 2021, exclusively at one of the following addresses:
By e-mail: 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 address anmeldestelle@computershare.de
[anmeldestelle@computershare.de]
By post: Wolford AG, c/o Computershare Deutschland GmbH
Eisenheimerstrasse 61
80687 Munich
By SWIFT: COMRGB2L
(Message Type 598)
quoting ISIN AT0000834007
By fax: +49 (0) 89 30903 74675
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)
1. 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
1. Information on the shares: number of shares (ISIN AT0000834007) held by the
shareholder
1. Depository number or other designation
1. 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, 8 June 2021, 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 Annual General Meeting. The shares will not be
blocked upon registration for the Annual General 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 Annual General Meeting shall have the
right to appoint a proxy (natural person or legal entity) to attend the Annual
General 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 Annual
General Meeting on the day thereof, such proxy must be received by the Company
no later than 12 noon CET on Thursday, 17 June 2021, exclusively at one of the
following addresses:
By fax: +49 (0) 89 30903 74675
By e-mail: The proxy must be attached to the e-mail in text form, for example as
a PDF, to the e-mail address anmeldestelle@computershare.de
[anmeldestelle@computershare.de]
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 holder will be sent upon
request; these forms are also available on the Company's website at https://
company.wolford.com/de/investor-relations-2/ordentliche-hauptversammlung/
[https://company.wolford.com/de/investor-relations-2/ordentliche-
hauptversammlung/]. However, use of these forms is not mandatory either for
granting a proxy or for revoking it.
The above provisions on the grant 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 Annual General Meeting in
accordance with shareholder instructions. The IVA currently intends that Dr.
Michael Knap will represent the shareholders at the Annual General Meeting. For
authorization of Dr. Michael Knap, a special proxy form is available on the
Company's website at https://company.wolford.com/de/investor-relations-2/
ordentliche-hauptversammlung/ [https://company.wolford.com/de/investor-
relations-2/ordentliche-hauptversammlung/], 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 [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. Absent express instructions,
the proxy will be deemed invalid. Please note that the proxy will not accept any
instructions to speak at the meeting, to raise objections to resolutions of the
Annual General 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 Annual General 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 Annual General Meeting and be announced as such, provided that
such request is received by the Company no later than midnight CET on Friday, 28
May 2021, addressed in writing to Wolford Aktiengesellschaft, Attn: Investor
Relations, Wolfordstraße 1, 6900 Bregenz, or by e-mail to
anmeldestelle@computershare.de [anmeldestelle@computershare.de]. 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
Annual General 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, 9 June 2021, either by fax to Wolford Aktiengesellschaft, Attn:
Investor Relations, fax number +43 (0) 5574 690-1410, by e-mail to
investor@wolford.com [investor@wolford.com] 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 Annual General 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 Annual General Meeting if it is repeated as a motion during the meeting.
Every shareholder shall, upon request, be provided with information at the
Annual General 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 Annual
General Meeting in writing to the Management Board, by fax to Wolford
Aktiengesellschaft, Attn: Investor Relations, fax number +43 (0) 5574 690-1410,
by e-mail to investor@wolford.com [investor@wolford.com] or by post to Wolford
Aktiengesellschaft, Wolfordstraße 1, 6900 Bregenz.
Further information on these shareholder rights pursuant to §§ 109,110, 118 and
119 AktG is available, effective immediately, on the Company's website at https:
//company.wolford.com/de/investor-relations-2/ordentliche-hauptversammlung/
[https://company.wolford.com/de/investor-relations-2/ordentliche-
hauptversammlung/].
* Total number of shares and voting rights
At the time of convening this Annual General Meeting, 6,719,151 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 Annual General Meeting is EUR 48,848,227.77. 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 6,631,011 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 Annual General 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 Annual General 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 Annual General Meeting, participation of
shareholders and their proxies at the Annual General Meeting, the exercise of
shareholder rights in the course of the Annual General 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 Annual General
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 Annual
General 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 Annual General 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
datenschutz@wolford.com [datenschutz@wolford.com]
You also have the right to lodge a complaint with the Austrian Data Protection
Authority, Barichgasse 40-42, 1030 Vienna, (dsb@gv.at [dsb@gv.at]).
Precautions due to COVID-19
The Company will, in particular, take the following precautions to prevent the
spread of COVID-19 and to protect persons attending the meeting:
* Upon entering the meeting area, participants shall provide their contact
details for possible contact tracing.
* Only every 2nd seat is to be occupied, unless the participants live in the
same household or belong to a common group of visitors.
* During the Annual General Meeting, participants must wear FFP2 category mouth/
nose coverings.
* Participants shall not be furnished with food or drink during or after the
Annual General Meeting.
* General rules on social distancing must be observed (in particular, social
distancing of at least two metres should be maintained from other persons who
do not live in the same household or do not belong to a common group of
visitors).
* General hygiene rules should be observed (in particular, visitors must wash
their hands regularly and thoroughly and high levels of contact with other
participants who do not live in the same household or belong to a common group
of visitors should be avoided).
* During the Annual General Meeting, the Company will ensure adequate
ventilation of the room.
Should there be any changes to these guidelines and measures, the Company will
furnish information on its website at https://company.wolford.com/de/investor-
relations-2/ordentliche-hauptversammlung/ [https://company.wolford.com/de/
investor-relations-2/ordentliche-hauptversammlung/] and also post it in physical
form at the Annual General Meeting.
We ask shareholders for their understanding in respect of these precautions and
thank them in advance for using the services of the proxy, Dr. Michael Knap (for
granting a proxy, see "Representation by proxy" above).
In order to ensure that the entry checks are processed smoothly, shareholders
who are not using the services of a proxy are requested to arrive in good time
before the beginning of the Annual General Meeting and to identify themselves at
the registration desk by presenting their deposit certificate/valid photo ID
(driving licence, passport, identity card).
Admission for collection of ballots is from 9:00 am onwards.
Bregenz, May 2021
The Management Board
Further inquiry note:
Wolford AG
Wolfordstraße 1
6900 Bregenz
Telefon: +43 (0) 5574 6900
Email: investor@wolford.com
http://company.wolford.com
end of announcement euro adhoc
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Attachments with Announcement:
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http://resources.euroadhoc.com/documents/3431/12/10727852/1/1__Invitation_Annual_General_Meeting_Wolford_AG_2021.pdfissuer: 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, Wien, New York
language: English
Original content of: Wolford Aktiengesellschaft, transmitted by news aktuell