Wolford AG — AGM Information 2013

Aug 13, 2013

News Details

AGM Announcements | 13 August 2013 09:38

Wolford AG: Invitation to the 26th Annual General Meeting

Wolford AG / Announcement of the Convening of the General Meeting

13.08.2013 09:38

Announcement of the Convening of the General Meeting, transmitted by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Wolford Aktiengesellschaft
Bregenz, FN 68605 s
ISIN AT0000834007
(hereinafter referred to as the 'Company')

INVITATION

We hereby invite our shareholders to the

26th Annual General Meeting of Wolford Aktiengesellschaft
on Tuesday, 17 September 2013 at 14:00 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 30 April 2013
   including the notes and the management report thereto, the corporate
   governance report, the consolidated financial statements according to
   IFRS as of 30 April 2013 including the consolidated notes and the
   consolidated management report thereto as well as the report of the
   Supervisory Board for the financial year 2012/13 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 according to Austrian GAAP as of 30 April 2013

2. Resolution on the discharge of the members of the Management Board for
   the financial year 2012/13

3. Resolution on the discharge of the members of the Supervisory Board for
   the financial year 2012/13

4. Election of members of the Supervisory Board

5. Resolution on determining the remuneration of the members of the
   Supervisory Board for the financial year 2012/13

6. Election of the statutory auditor for the annual financial statements
   according to Austrian GAAP and the consolidated financial statements
   according to IFRS for the financial year 2013/2014

Documents for the General Meeting

The following documents will be available to the shareholders for
inspection from Tuesday, 27 August 2013, 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 shall 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 30 April
  2013 including the notes and the management report thereto

• corporate governance report fort the financial year 2012/13

• consolidated financial statements according to IFRS as of 30 April 2013
  including the consolidated notes and the consolidated management report
  thereto

• report of the Supervisory Board according to section 96 AktG for the
  financial year 2012/13

• joint proposals of the Management Board and the Supervisory Board for
  the resolutions for items 2, 3 and 5 of the Agenda

• proposals of the Supervisory Board for the resolutions for items 4 and
  6 of the Agenda

• annual report 2012/13 for Wolford Aktiengesellschaft

• declarations according to section 87 para 2 AktG including curriculum
  vitae to item 4 of the Agenda

• form for granting a proxy

• form for revocation of a proxy

This 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 immediately.

Record date and right to participate in the General Meeting

The right to participate in the General Meeting and to exercise the voting
rights 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., Saturday, 7 September 2013, 24:00 CET.

Only such shareholders have the right to participate in the General
Meeting, who provides proof to the Company of the qualification as a
shareholder on the Record Date.

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 Thursday, 12 September
2013, 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.at

by mail: Oesterreichische Kontrollbank AG
Abt. KMS/HV Operation Center 1
Strauchgasse 1-3, 6. Stock
1010 Wien

by SWIFT: OEKOATWWHVS

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 written form and shall 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, to which the deposit certificate refers to

In case the deposit certificate is provided as proof for the shareholding
held, it has to refer to the Record Date (Saturday, 7 September 2013, 24:00
CET) and shall 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 a certain date may only be exercised, if proof of the
position as a shareholder during the certain period and/or 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 Monday, 16
September 2013, 13:00 CET, solely at one of the following addresses:

by telefax: +43 (0)1 928 90 60

by e-mail: hv.anmeldung-1@oekb.at

by mail: Oesterreichische Kontrollbank AG
Abt. KMS/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 shall not be 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 contemplated by IVA, that
Dr. Michael Knap will be representing the shareholders in the General
Meeting on behalf 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 shall be submitted to the Company exclusively
to the addresses (telefax, e-mail, mail) mentioned above for submission of
proxies. 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 express
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 nominee shareholder
(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 additional items be
included into the agenda of this General Meeting and their publication.
Such request must be made in written form ('in written form' shall mean
personal signature or company signature by every requesting shareholder or
by e-mail with qualified electronic signature in the meaning of section 4
para 1 Signature Act [Signaturengesetz]) and must be received by the
Company at latest on Tuesday, 27 August 2013, 24:00 CET, per mail to
Wolford Aktiengesellschaft, Investor Relations, Wolfordstraße 1, 6900
Bregenz, or per e-mail: hv.anmeldung-1@oekb.at. Every such requested agenda
item must be accompanied by a proposal for the resolution to be adopted
together with a justification. Pursuant to section 128 para 5 AktG, such a
proposal for a resolution has to be submitted in the German language, which
shall prevail. 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 been
holders of 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 more than one shareholder, who only reach 5% of the registered
capital on a consolidated basis, the deposit certificates 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 to every agenda item
resolution proposals 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 on Friday, 6 September 2013, 24:00 CET, either
by telefax to Wolford Aktiengesellschaft, z. H. Investor Relations, telefax
+43 (0) 5574 690-1219 or per mail to Wolford Aktiengesellschaft, z. H.
Investor Relations, Wolfordstraße 1, 6900 Bregenz, Austria. Shareholders,
whose shares total, individually or in aggregate, not less than 1% of the
registered capital may propose candidates for the election of members of
the Supervisory Board, whereas the resolution proposal has to include the
information pursuant to section 108 para 2 first sentence AktG (to the
extent applicable, including a proposal to increase the actual number of
members of the Supervisory Board). With regard to proposals concerning the
election to the Supervisory Board, the justification is replaced by the
declaration of the proposed person pursuant to section 87 para 2 AktG. In
such a declaration the proposed person has to disclose its professional
qualification, its professional and comparable functions as well as all
circumstances, which could give rise to cause concerns regarding
partiality. Pursuant to section 128 para 5 AktG, such a proposal for a
resolution has to be submitted in the German language, which shall prevail;
this also applies to declarations according to section 87 para 2 AktG. For
the proof of 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. Several 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 concerning all
agenda items; these resolutions do not require formal announcement. This
does not apply to elections to the Supervisory Board.

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 need longer preparation, may, for the sake of an
efficient meeting, be submitted in written form to the Management Board
timely 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
100,000 own treasury shares in its possession for which the voting right
may not be exercised pursuant to Section 114 Para 6 AktG. Accordingly,
there are 4,900,000 shares with voting rights.

Please consider the large number of expected participants and the usual
security measures when planning the timing of your arrival 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 13.00 CET.

Bregenz, August 2013 The Management Board

13.08.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: Wolford AG
Wolfordstrasse 1
6900 Bregenz
Austria
Phone: +43/5574/6901268
Fax: +43/5574/6901219
E-mail: investor@wolford.com
Internet: www.wolford.com
ISIN: AT0000834007
WKN: 83400
Listed: Freiverkehr in Berlin, München, Stuttgart; Frankfurt in Open
Market ; Wien (Amtlicher Handel / Official Market)

End of Announcement DGAP News-Service

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