EQS-News: Wolford AG / Announcement of the Convening of the General Meeting
Wolford AG: Convocation of the 38th Annual General Meeting pursuant to § 107
(3) AktG
01.07.2025 / 12:11 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS News
- a service of EQS Group.
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 38^th Annual General Meeting of Wolford Aktiengesellschaft
to be held on Tuesday, 29 July 2025 at 9:00 am (CET) at the
premises of Wolford Aktiengesellschaft, office location Rheinstraße 2, 6971
Hard, Austria.
Agenda
1. Presentation of the approved annual financial statements pursuant to the
Austrian Commercial Code (UGB) as of 31 December 2024, 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 2024, 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 financial year 2024, as well as
report on the balance sheet results shown in the annual financial
statements pursuant to the UGB as of 31 December 2024
2. Resolution on the discharge of the members of the Management Board for
the financial year 2024
3. Resolution on the discharge of the members of the Supervisory Board for
the financial year 2024
4. Resolution on the remuneration report for the financial year 2024
5. Elections to the Supervisory Board
6. Resolution on the simplified capital decrease to cover an accumulated
loss
7. Resolution on the capital increase
8. Resolution on the authorization of the Management Board, with the consent
of the Supervisory Board, to increase the share capital by issuing new
no-par value shares, excluding subscription rights if necessary
(authorized capital), and resolution on the amendment of Article 4 of the
Articles of Association of the Company in accordance with the resolution
on the authorized capital
9. Election of the auditor and the group auditor for the financial year 2025
Documents for the Annual General Meeting
The following documents will be available no later than Tuesday, 8 July 2025,
at the following link in the Internet:
(1)https://company.wolford.com/investor-relations-2/annual-general-meeting/:
• Annual financial statements pursuant to the UGB as of 31 December 2024,
including notes and management report
• Corporate governance report for the financial year 2024
• IFRS consolidated financial statements as of 31 December 2024, 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 financial
year 2024
• Remuneration report for the financial year 2024
• Resolution proposals on agenda items 2-9
• Documents for the elections to the Supervisory Board pursuant to § 87 (2)
AktG on agenda item 5
• Forms for the granting of a proxy
• Forms for the revocation of a proxy
• This convocation
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
(2)https://company.wolford.com/investor-relations-2/annual-general-meeting/
no later than Tuesday, 8 July 2025, and will be available 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 Saturday, 19 July 2025 (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 Thursday, 24 July 2025, 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 Saturday, 19 July 2025, 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 Monday, 28 July 2025, exclusively at one of
the following addresses:
By fax: +49 89 30903 73907
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/investor-relations-2/annual-general-meeting/.
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 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
(6)https://company.wolford.com/investor-relations-2/annual-general-meeting/,
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) has 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 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 Tuesday, 8 July 2025, 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 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 Friday, 18 July 2025, 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 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.
However, a shareholder proposal for the election of a Supervisory Board
member requires the timely submission of a resolution proposal pursuant to §
110 AktG: Persons for election to the Supervisory Board 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 Friday, 18
July 2025. Each nomination must be accompanied by a declaration pursuant to §
87 (2) AktG of the proposed person's professional qualifications,
professional or comparable functions, and any circumstances that could give
rise to concerns of partiality. When electing members of the Supervisory
Board, the General Meeting must observe the criteria set out in § 87 (2a)
AktG, in particular the professional and personal qualifications of the
members, the professionally balanced composition of the Supervisory Board,
aspects of diversity and internationality, as well as the members’
professional reliability.
Proposals for the election of Supervisory Board members, together with the
aforementioned declarations, must be made available by the company on its
website registered in the companies register no later than Tuesday, 22 July
2025. 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
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 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/investor-relations-2/annual-general-meeting/.
Total number of shares and voting rights
At the time of convening this Annual General Meeting, 14,868,447 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
71,368,545.60. 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 14,780,307
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 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
(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, June 2025
The Management Board
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01.07.2025 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
2163272 01.07.2025 CET/CEST
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