EQS-AGM: Wolford AG: Convocation of Extraordinary General Meeting
EQS-News: Wolford AG / Announcement of the Convening of the General Meeting
Wolford AG: Convocation of Extraordinary General Meeting
10.11.2022 / 13:38 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS News – a service 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
(the “Company”)
CONVOCATION
We hereby invite our shareholders
to attend the Extraordinary General Meeting of Wolford Aktiengesellschaft
to be held on Thursday, 1 December 2022 at 9:00 am (CET) at the premises of
Wolford Aktiengesellschaft, Wolfordstraße 1, 6900 Bregenz, Austria.
Agenda
1. Resolution on the simplified capital decrease to cover an accumulated loss
2. Resolution on the capital increase
3. Resolution on the authorisation of the Management Board, subject to approval by the Supervisory Board, to
increase the share capital up to and including 1 December 2027 by a maximum of EUR 16,125,960.00 by
issuing up to 3,359,575 no-par value shares against cash contributions or against contributions in kind
once or several times, and in doing so, subject to approval by the Supervisory Board, to exclude the
subscription right of the shareholders, if applicable, if the share capital is increased against
contributions in kind, in particular of companies, businesses, parts of businesses or shares in one or
more companies in Austria or abroad, or for the purpose of servicing an over-allotment option (greenshoe)
or for the adjustment of fractional amounts, as well as to determine, subject to approval by the
Supervisory Board, the type of new shares to be issued (bearer or registered), the issue amount and the
other conditions of issue (authorised capital) as well as to pass a resolution on the amendment of the
Articles of Association of the Company in § 4 in accordance with the resolution on the authorised capital
Documents for the Extraordinary General Meeting
The following documents will be available no later than Thursday, 10 November 2022, at the following link in
the Internet:
[1] https://company.wolford.com/investor-relations/annual-general-meeting/extraordinary-general-meeting-2022
• Joint resolution proposals of the Management Board and Supervisory Board on agenda items 1 and 2
• 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 at
[2] https://company.wolford.com/investor-relations/annual-general-meeting/extraordinary-general-meeting-2022 no
later than Thursday, 10 November 2022, and will be available in physical form at the Extraordinary 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
[3] https://company.wolford.com/investor-relations/annual-general-meeting/extraordinary-general-meeting-2022
and also post it in physical form at the Extraordinary General Meeting.
Record date and attendance at the Extraordinary General Meeting pursuant to § 111 AktG
The right to attend the Extraordinary General Meeting and to exercise voting rights and other shareholder
rights to be exercised at the Extraordinary General Meeting is based on the shares held as of midnight CET on
Monday, 21 November 2022 (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 Extraordinary 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 Monday, 28 November 2022, 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
[4]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
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 Monday, 21 November
2022, 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
Extraordinary General Meeting. The shares will not be blocked upon registration for the Extraordinary 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 Extraordinary General Meeting shall have the right to appoint a proxy
(natural person or legal entity) to attend the Extraordinary 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 Extraordinary General Meeting on the
day thereof, such proxy must be received by the Company no later than 12 noon CET on Wednesday, 30 November
2022, 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
[5]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
[6] https://company.wolford.com/investor-relations/annual-general-meeting/extraordinary-general-meeting-2022.
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 Extraordinary
General Meeting in accordance with shareholder instructions. The IVA currently intends that Dr. Michael Knap
will represent the shareholders at the Extraordinary General Meeting. For authorization of Dr. Michael Knap, a
special proxy form is available on the Company’s website at
[7] https://company.wolford.com/investor-relations/annual-general-meeting/extraordinary-general-meeting-2022,
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 [8]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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting and be announced as such,
provided that such request is received by the Company no later than midnight CET on Saturday, 12 November
2022, addressed in writing to Wolford Aktiengesellschaft, Attn: Investor Relations, Wolfordstraße 1, 6900
Bregenz, or by e-mail to [9]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 Extraordinary 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 Tuesday, 22 November 2022, to Wolford Aktiengesellschaft, Attn: Investor
Relations by e-mail to [10]investor@wolford.com or by post to Wolford Aktiengesellschaft, Wolfordstraße 1,
6900 Bregenz.
Pursuant to § 128 (5) AktG, any proposal for a resolution must be submitted in a German version, which shall
be deemed the authoritative version.
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 Extraordinary 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 Extraordinary General Meeting if it is repeated as a motion during the meeting.
Every shareholder shall, upon request, be provided with information at the Extraordinary 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 Extraordinary
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 [11]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
[12]https://company.wolford.com/investor-relations/annual-general-meeting/extraordinary-general-meeting-2022
Total number of shares and voting rights
At the time of convening this Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting for the following purposes: organization of the
Extraordinary General Meeting, participation of shareholders and their proxies at the Extraordinary General
Meeting, the exercise of shareholder rights in the course of the Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary 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
[13]datenschutz@wolford.com
You also have the right to lodge a complaint with the Austrian Data Protection Authority, Barichgasse 40-42,
1030 Vienna, ([14]dsb@gv.at).
Admission for collection of ballots is from 8:00 am onwards.
Bregenz, November 2022
The Management Board
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10.11.2022 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
1484659 10.11.2022 CET/CEST
References
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4. anmeldestelle@computershare.de
5. anmeldestelle@computershare.de
6. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=cc65ac22085e1fa36226b272853b9f79&application_id=1484659&site_id=apa_ots_austria&application_name=news
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8. michael.knap@iva.or.at
9. investor@wolford.com
10. investor@wolford.com
11. investor@wolford.com
12. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=cc65ac22085e1fa36226b272853b9f79&application_id=1484659&site_id=apa_ots_austria&application_name=news
13. datenschutz@wolford.com
14. dsb@gv.at
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