16.08.2016,
14816 Zeichen
General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
Wolford Aktiengesellschaft
Bregenz, FN 68605 s
ISIN AT0000834007
(hereinafter referred to as the "Company")
INVITATION
We hereby invite our shareholders to the 29th Annual General Meeting of Wolford
Aktiengesellschaft on Wednesday, September 14, 2016 at 13:00 CET, at 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 ("Austrian GAAP") as of April 30, 2016 including
the Notes and the Management Report thereto, the Corporate Governance
Report, the Consolidated Financial Statements according to IFRS as of April
30, 2016 including the Consolidated Notes and the Consolidated Management
Report thereto as well as the Report of the Supervisory Board for the
2015/16 financial year according to section 96 of the Austrian Stock
Corporation Act ("AktG") as well as the report about the balance sheet
result set out in the Annual Financial Statements as of April 30, 2016
according to Austrian GAAP
2. Resolution on the appropriation of the balance sheet result as of April 30,
2016
3. Resolution on the release of the members of the Management Board from
liability for the 2015/16 financial year
4. Resolution on the release of the members of the Supervisory Board from
liability for the 2015/16 financial year
5. Election of the statutory auditor for the Annual Financial Statements
according to Austrian GAAP and the Consolidated Financial Statements
according to IFRS for the 2016/17 financial year
Documents for the General Meeting
The following documents will be available to the shareholders for inspection
from Tuesday, August 16, 2016, at the premises of the Company, 6900 Bregenz,
Wolfordstraße 1, Austria, during office hours of the Company, Monday until
Thursday from 9:00 until 17:00 CET, and Friday from 9:00 until 15:00 CET.
Additionally, the documents will be accessible on the Company's website
www.wolford.com/en/agm and during the General Meeting:
Annual Financial Statements according to Austrian GAAP as of April 30, 2016 including the Notes and the Management Report thereto\nCorporate Governance Report fort the 2015/16 financial year\nConsolidated Financial Statements according to IFRS as of April 30, 2016 including the Consolidated Notes and the Consolidated Management Report thereto\nReport of the Supervisory Board according to section 96 AktG for the 2015/16 financial year\nJoint resolution proposals of the Management Board and the Supervisory Board for items 2, 3, and 4 of the agenda\nResolution proposal of the Supervisory Board for item 5 of the agenda\nAnnual Report 2015/16 for Wolford Aktiengesellschaft\nForm for granting a proxy\nForm for revocation of a Proxy\nThis invitation as well as further information on shareholder rights pursuant
to sections 109, 110, 118 and 119 AktG will be available on the Company's
website www.wolford.com/en/agm as of now.
Record date and right to participate in the General Meeting
The right to participate in the General Meeting and to exercise the voting and
all other shareholder rights, which may be exercised in the General Meeting,
are subject to the shareholdings held on the Record Date, i.e., Sunday,
September 4, 2016, 24:00 CET. Only shareholders who provide proof to the
Company of the qualification as a shareholder on the Record Date have the right
to participate in the General Meeting. To evidence the shareholding on the
Record Date, shareholders have to submit a deposit certificate pursuant to
Section 10a AktG (see also "Deposit certificate pursuant to Section 10a AktG"
below) in text form, which must be received by the Company no later than
Sunday, September 11, 2016, 24:00 CET, solely at one of
the following addresses:
by telefax: +43 (0)1 928 90 60
by e-mail: hv.anmeldung-1@oekb-csd.at
by mail: OeKB CSD GmbH
z.H.: Tanja Kruder
HV Operation Center 1
Strauchgasse 1-3, 6. Stock
1010 Wien
by SWIFT: OCSDATWWHVS
Deposit certificate pursuant to Section 10a AktG
The deposit certificate must be issued by the custodian bank with its seat in a
member state of the European Economic Area (EEA) or in a full member state of
the OECD in text form and has to include the following data:
1. Information regarding the issuer: name/company and address or a code common
between banks (SWIFT-Code)
2. Information regarding the shareholder: name/company, address, date of birth
in case of natural persons, or registry and registration number in case of
legal persons
3. Information regarding the shares: number of shares (ISIN AT0000834007) of
the shareholder
4. Deposit account number or other identification
5. Date, which the deposit certificate refers to
In case the deposit certificate is provided as proof for the shareholding, it
has to refer to the Record Date (Sunday, September 4, 2016, 24:00 CET) and must
not be older than seven (7) days at the time presented to the Company. The
deposit certificate shall be submitted in German or English. The submission of
the deposit certificate shall be considered simultaneously as the registration
for the General Meeting. The shares are not blocked by the registration to the
General Meeting or by the submission of the deposit certificate; thus,
shareholders may freely dispose of their shares also after registration or
submission of a deposit certificate. The shareholder rights linked to the share
ownership during a certain period and/or for a certain date may only be
exercised if proof of the position as a shareholder during the certain period
and/or for the certain date is effected by a deposit certificate pursuant to
Section 10a AktG.
Representation by a proxy holder
Every shareholder, who has the right to participate in the General Meeting, has
the right to nominate a proxy holder (natural or legal person), who will attend
the General Meeting in the name of the shareholder and has the same rights as
the shareholder who the proxy holder represents. The proxy must be granted to a
specific person (either a natural or a legal person) in text form; several
persons may be nominated. The proxy must be received by the Company at latest
until Tuesday, September 13, 2016, 12:00 CET, solely at one of the following
addresses:
by telefax: +43 (0)1 928 90 60
by e-mail: hv.anmeldung-1@oekb-csd.at
by mail: OeKB CSD GmbH
z.H.: Tanja Kruder
HV Operation Center 1
Strauchgasse 1-3, 6. Stock
1010 Wien
On the day of the General Meeting exclusively: In person: at the registration
desk for the General Meeting at the place of the General Meeting
In case a shareholder has granted a proxy to the depositary bank, it is
sufficient that the bank provides, in addition to the deposit certificate, a
statement informing the Company that a proxy was granted to the bank.
A form for granting a proxy and a form for the revocation of a proxy will be
sent on request and are available on the website of the Company on
www.wolford.com/en/agm. However, the use of this proxy forms for granting a
proxy and revocation of a proxy are not compulsory. The above-mentioned
provisions for granting proxies are applicable accordingly to the revocation of
proxies. Please note that the Company, the members of the Management Board and
the members of the Supervisory Board will not exercise any proxies granted to
them for the exercise of any shareholders' rights in the General Meeting. As a
special service, the shareholders may grant a proxy to a representative of
Interessensverband für Anleger (the Austrian Shareholder Association - "IVA"),
Feldmühlgasse 22/4, 1130 Wien, Austria, as an independent voting proxy for the
non-discretionary exercise of voting rights in the General Meeting. It is
currently intended by IVA that Dr. Michael Knap will represent the shareholders
in the General Meeting on behalf of IVA. For granting proxy to Dr. Michael
Knap, a special proxy form is available on the website of the Company
www.wolford.com/ en/agm, which has to be submitted to the Company exclusively
to the addresses (telefax, e-mail, mail) for submission of proxies mentioned
above. Additionally, shareholders have the possibility to contact Dr. Michael
Knap from IVA personally via telephone +43 (0) 1 8763343 - 30, telefax +43 (0)
1 8763343 - 39 or e-mail michael.knap@iva.or.at. The shareholder must provide
Dr. Michael Knap with instructions as to how he (or a sub-proxy authorized by
Dr. Michael Knap) shall exercise the voting right. Dr. Michael Knap exercises
the voting right exclusively on the basis of the instructions given by the
shareholder. Without explicit instructions, the proxy granted to Dr Michael
Knap shall be invalid. Please note that Dr. Michael Knap does not accept any
instructions to make statements at the General Meeting, to object to
resolutions passed by the General Meeting, to ask questions or to propose
resolutions. Please note that in case of a grant of proxy, the provisions to
participate in the General Meeting as described above in "Record date and
participation in the General Meeting" have to be fulfilled. Due to the
amendment of the AktG, an anonymous participation as a undisclosed
representative (Legitimationsaktionär) (shares held by "third party" - Aktien
im Fremdbesitz) is no longer permitted.
Notice concerning the rights of shareholders pursuant to sections 109, 110, 118
und 119 AktG
Shareholders, whose shares total, individually or in aggregate, not less than
5% of the registered capital and who have held their shares for at least three
months before the request, may request the inclusion and publication of
additional items on the agenda of this General Meeting. Such request must be
made in written form ("in written form" means by personal or company signature
from every requesting shareholder or by e-mail with qualified electronic
signature according to section 4 para 1 Signature Act [Signatur- und
Vertrauensdienstegesetz]) and must be received by the Company at latest on
Wednesday, August 24, 2016, 24:00 CET, per mail to Wolford Aktiengesellschaft,
Investor Relations, Wolfordstraße 1, 6900 Bregenz, or per e-mail: hv.anmeldung-
1@oekb-csd.at. Every agenda item requested in this manner must be accompanied
by a resolution proposal together with a justification. Pursuant to section 128
para 5 AktG, such a resolution proposal has to be submitted in the German
language, which represents the authoritative text. In order to prove the
shareholding, it is necessary to submit a deposit certificate according to
Section 10a AktG, which certifies that the applying shareholder/s (5% of the
registered capital) have held these shares for at least three months before the
request and which, at the date of submission to the Company, must not be older
than seven (7) days. In case such a request for additional agenda items will be
submitted by several shareholders, who reach 5% of the registered capital only
on a consolidated basis, the deposit certificates for all shareholders must
refer to the same date (day, time). Regarding all other requirements of the
deposit certificate, please refer to the information regarding the right to
participate in the General Meeting.
Shareholders, whose shares total, individually or in aggregate, not less than
1% of the registered capital may submit resolution proposals to every agenda
item together with a justification and may request that these resolution
proposals together with the justification and an optional statement by the
Management Board or the Supervisory Board are published on the website of the
Company, provided such request is received in text form by the Company no later
than Wednesday, September 7, 2016, 24:00 CET, either by telefax to Wolford
Aktiengesellschaft, Attn.: Investor Relations, telefax +43 (0) 5574 690-1219 or
per mail to Wolford Aktiengesellschaft, Attn.: Investor Relations,
Wolfordstraße 1, 6900 Bregenz, Austria. Pursuant to section 128 para 5 AktG,
such a resolution proposal has to be submitted in the German language, which
represents the authoritative text; this also applies to declarations according
to section 87 para 2 AktG. In order to prove the shareholding for the exercise
of this shareholder right, it is necessary to submit a deposit certificate
pursuant to Section 10a AktG, which, at the date of submission to the Company,
must not be older than seven (7) days. Multiple deposit certificates concerning
shares, which only together constitute a shareholding of 1%, must refer to the
same date (day, time). Regarding all other requirements for the deposit
certificate, please refer to the information regarding the right to participate
in the General Meeting.
Every shareholder has the right to propose resolutions on any agenda item in
the course of the General Meeting; these resolutions do not require formal
announcement. Please note that a resolution proposal according to section 110
AktG will only be voted on if it is proposed as a motion in the General
Meeting.
Every shareholder will be granted disclosure upon request about all affairs of
the Company in the General Meeting, as far as it is necessary for the
appropriate evaluation of an agenda item.
Further information regarding the rights of shareholders pursuant to Sections
109, 110, 118 and 119 AktG are available on the website of the Company
www.wolford.com/en/agm.
Questions whose response requires longer preparation may, for the sake of an
efficient meeting, be submitted timely in written form to the Management Board
before the General Meeting.
Total number of shares and voting rights
On the date of convening the General Meeting, the registered capital of the
Company is divided into 5,000,000 non-par value bearer shares. Each non-par
value bearer share is entitled to one vote at the Annual General Meeting. No
non-voting preferred shares have been issued. The Company currently has 88,140
treasury shares in its possession for which the voting right may not be
exercised pursuant to Section 114 Para 6 AktG. Accordingly, there are 4,911,860
shares with voting rights. When planning the time of your arrival, please
consider the large number of expected participants and the usual security
measures and present your official valid photo identification (driving licence,
passport, identity card) at the reception desk. Admission for the collection of
voting cards starts at 12.00 CET.
Bregenz, August 2016 The Management Board
end of announcement euro adhoc
issuer: Wolford Aktiengesellschaft
Wolfordstrasse 1
A-6900 Bregenz
phone: +43 (0) 5574 690-1268
FAX: +43 (0) 5574 690-1219
mail: investor@wolford.com
WWW: company.wolford.com
sector: Textiles & Clothing
ISIN: AT0000834007
indexes: ATX Prime, ATX Global Players stockmarkets: free trade: Frankfurt,
regulated dealing: Wien, ADR: New York language: English
Digital press kit:
http://www.ots.at/pressemappe/16324/aom
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Wolford
Akt. Indikation: 1.80 / 2.50
Uhrzeit: 19:03:46
Veränderung zu letztem SK: -14.00%
Letzter SK: 2.50 ( 0.00%)
Bildnachweis
1.
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