Resolution passed at the AGM regarding treasury shares: approval of sale in ways other than via securities exchanges or via the making of a public

Announcement according to Section 82 Para. 9

Austrian Stock Exchange Act by Wolford Aktiengesellschaft

Wolfordstrasse 1, 6900 Bregenz

FN 68605 s

 

Bregenz, September 17, 2015. Wolford Aktiengesellschaft, Wolfordstrasse 1, 6900 Bregenz (hereafter the “Company“) announces in accordance with Section 82 Para. 9 Austrian Stock Exchange Act and Section 2 Para. 1, Section 3 Para. 1 Austrian Publication Ordinance 2002 that the 28th Annual General Meeting of the Company held on September 17, 2015 resolved upon the following resolutions with respect to item 5 on the Agenda:

  • The resolution passed by the Annual General Meeting held on September 6, 1999, according to which (1) the Management Board is authorized to acquire up to 100,000 treasury shares during a period of 18 months starting with the date the resolution was passed in accordance with Section 65 Para. 1b (5) Austrian Stock Corporation Act for the purpose of issuing of shares to members of the Management Board, the Supervisory Board as well as to selected top executives of the Company and the company affiliated with it, in which case the acquisition of treasury shares by the Company is only to take place at a value which is neither lower than EUR 35,– (thirty-five euros) nor higher than EUR 70,– (seventy euros) per share and (ii) the issuance of shares which is to commence two years after the date the resolution was passed and end five years after this date is not to be below the acquisition costs of the Company in accordance with the plan elucidated at the Annual General Meeting and the sale of shares issued by the Company which were not in accordance with this plan within a period of one year after the expiration of the designated five-year period of time is modified such so that point (ii) of this resolution is to be annulled.
  • The issuance or resale of up to 100,000 treasury shares acquired on the basis of the resolution passed by the Annual General Meeting held on September 6, 1999 other than on the stock exchange or by means of a public offering in accordance with Section 65 Para. 1b Austrian Stock Corporation Act within the context of a long-term incentive program for members of the Management Board of the Company determined by the Supervisory Board and elucidated at the Annual General Meeting excluding subscription rights on the part of shareholders of the Company is approved.
  • The issuance or resale of up to 100,000 treasury shares acquired on the basis of the resolution passed by the Annual General Meeting held on September 6, 1999 other than on the stock exchange or by means of a public offering with respect to employee participation and profit-sharing programs proposed by the Management Board with the approval of the Supervisory Board and to be formally authorized in the future by the Supervisory Board, including share option programs and the simple issuance of shares for members of the Management Board and top executives of the Company excluding subscription rights on the part of shareholders of the Company is approved.

In line with Section 82 Para. 10 Austrian Stock Exchange Act, this announcement replaces the previous announcement in accordance with Section 65 Para. 1a Austrian Stock Corporation Act. Reference is made to the Report of the Supervisory Board and the Management Board on item 5 of the agenda on the Website of Wolford AG (www.wolford.com) entered in the Commercial Register.