EQS-AGM: Wolford AG: Convocation of an Extraordinary General Meeting pursuant to §107 (3) AktG

EQS-News: Wolford AG / Announcement of the Convening of the General Meeting
Wolford AG: Convocation of an Extraordinary General Meeting pursuant to §107 (3) AktG

23.10.2025 / 03:00 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 Extraordinary General Meeting of Wolford Aktiengesellschaft
to be held on Thursday, 13 November 2025 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
 2. Election of the auditor and the group auditor for the financial year 2025

 

 

Documents for the Extraordinary General Meeting

 

The following documents will be available no later than Thursday, 23 October 2025, at the
following link in the Internet:
[1]https://company.wolford.com/investor-relations-2/ausserordentliche-hauptversammlung2025/

 

  • Resolution proposals of the Supervisory Board on agenda items 1and 2
  • 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
[2]https://company.wolford.com/investor-relations-2/ausserordentliche-hauptversammlung2025/
no later than Thursday, 23 October 2025, and will be available in physical form at the
General Meeting.

 

 

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

 

The right to attend the General Meeting and to exercise voting rights and other shareholder
rights to be exercised at the General Meeting is based on the shares held as of midnight CET
on Monday, 3 November 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 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, 10 November 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 of
Monday, 3 November 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 Shareholder Meeting. The shares will not be blocked upon registration
for the 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 General Meeting shall have the right to appoint a
proxy (natural person or legal entity) to attend the 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 General Meeting on
the day thereof, such proxy must be received by the Company no later than 12 noon CET on
Wednesday, 12 November 2025, exclusively at one of the following addresses:

 

 

By fax:  +49 (0) 89 30903 74675

 

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/ausserordentliche-hauptversammlung2025/
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 General Meeting in accordance with shareholder instructions.
The IVA currently intends that Dr. Michael Knap will represent the shareholders at the
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/ausserordentliche-hauptversammlung2025/,
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 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 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, 25 October 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 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, 4 November 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 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 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 section 110 of the Austrian Stock
Corporation Act (AktG): Persons for election to the Supervisory Board (item 1. 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 November 2025. 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 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 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/ausserordentliche-hauptversammlung2025/.

 

 

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 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 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 General Meeting, participation of
shareholders and their proxies at the General 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 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 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 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, October 2025

 

The Management Board

 

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23.10.2025 CET/CEST
View original content: [13]EQS News

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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


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