DJ EQS-AGM: Wolford AG: Convening of an Extraordinary General Meeting

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EQS-News: Wolford AG / Announcement of the Convening of the General Meeting
Wolford AG: Convening of an Extraordinary General Meeting
2024-05-24 / 08:58 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.
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 Extraordinary Shareholder Meeting of Wolford Aktiengesellschaft
to be held on Friday, 14 June 2024 at 9:00 am (CET) at the premises of
Wolford Aktiengesellschaft, office location Rheinstraße 2, 6971 Hard, Austria.


Agenda

1. Elections to the Supervisory Board


Documents for the Annual General Meeting

The following documents will be available no later than Friday, 24 May 2024, at the following link in the Internet:
https://company.wolford.com/en/investor-relations-2/ausserordentliche-hauptversammlung2024/

. Resolution proposals of the Supervisory Board on agenda item 1.
. Forms for the granting of a proxy
. Forms for the revocation of a proxy
. This convocation
. Documents for the elections to the Supervisory Board pursuant to § 87 para 2 AktG on agenda item 1


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 https://company.wolford.com/en/investor-relations-2/
ausserordentliche-hauptversammlung2024/ no later than Friday, 24 May 2024, and will be available in physical form at
the Shareholder Meeting.


Record date and attendance at the Shareholder Meeting pursuant to § 111 AktG

The right to attend the Shareholder Meeting and to exercise voting rights and other shareholder rights to be exercised
at the Shareholder Meeting is based on the shares held as of midnight CET on Tuesday, 4 June 2024 (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, 11 June 2024, exclusively at one of the following addresses:

By e-mail: 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 of Tuesday, 4 June 2024,
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 Shareholder
Meeting. The shares will not be blocked upon registration for the Shareholder 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 Shareholder Meeting shall have the right to appoint a proxy (natural person or
legal entity) to attend the Shareholder 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 Shareholder Meeting on the day thereof, such
proxy must be received by the Company no later than 12 noon CET on Thursday, 13 June 2024, exclusively at one of the
following addresses:


By fax: +49 (0) 89 30903 74675

By e-mail: 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 https://company.wolford.com/en/investor-relations-2/ausserordentliche-hauptversammlung2024/.
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 Shareholder Meeting in accordance
with shareholder instructions. The IVA currently intends that Dr. Michael Knap will represent the shareholders at the
Shareholder Meeting. For authorization of Dr. Michael Knap, a special proxy form is available on the Company's website
at https://company.wolford.com/en/investor-relations-2/ausserordentliche-hauptversammlung2024/, 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) is 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 Shareholder 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
Shareholder 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 Shareholder Meeting and be announced as such, provided that such request is received by the
Company no later than midnight CET on Sunday, 26 May 2024, addressed in writing to Wolford Aktiengesellschaft, Attn:
Investor Relations, Wolfordstraße 1, 6900 Bregenz, or by e-mail to 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 Shareholder Meeting").

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May 24, 2024 02:59 ET (06:59 GMT)

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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, 5 June 2024, to Wolford Aktiengesellschaft, Attn: Investor Relations by e-mail to 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 Shareholder
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 Shareholder 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 section 110 of the Austrian Stock Corporation Act (AktG): Persons for election to the
Supervisory Board (item 6. of the agenda) 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 4 June 2024. Each nomination
must be accompanied by a declaration pursuant to § 87 para 2 of the Austrian Stock Corporation Act (AktG) of the
proposed person's professional qualifications, professional or comparable functions, and any circumstances that could
give rise to concerns of partiality.

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 Shareholder 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 Shareholder Meeting in writing to the Management Board by e-mail to 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 https://company.wolford.com/en/investor-relations-2/ausserordentliche-hauptversammlung2024/.


Total number of shares and voting rights

At the time of convening this Shareholder Meeting, 9,653,666 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 Shareholder Meeting is EUR 46,337,596.80. 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 9,565,526 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 Shareholder 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 Shareholder 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 Shareholder Meeting, participation of shareholders and their proxies at
the Shareholder Meeting, the exercise of shareholder rights in the course of the Shareholder 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 Shareholder 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 Shareholder 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 Shareholder 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
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(MORE TO FOLLOW) Dow Jones Newswires

May 24, 2024 02:59 ET (06:59 GMT)