Translation from German original - in case of doubt the German version prevails
Wolford Aktiengesellschaft Bregenz, FN 68605 s ISIN AT0000834007
(the "Company")
for the 39th Annual General Meeting of Wolford Aktiengesellschaft
on 25 June 2026, 9.00 am (CEST)
AGENDA ITEM 1: Presentation of the approved annual financial statements pursuant to the Austrian Commercial Code (UGB) as of 31 December 2025, including the notes and management report, the corporate governance report, the non-financial report (sustainability report), the IFRS consolidated financial statements as of 31 December 2025, including the notes to the consolidated financial statements and the consolidated management report and the report of the Supervisory Board pursuant to § 96 of the Austrian Stock Corporation Act (AktG) for the financial year 2025, as well as report on the balance sheet results shown in the annual financial statements pursuant to UGB as of 31 December 2025The Management Board and the Supervisory Board of Wolford Aktiengesellschaft determine that the passing of a resolution by the General Meeting and therefore also a proposal for a resolution regarding this agenda item are not necessary. The documents relating to this agenda item can be accessed on the internet at https://company.wolford.com/investor-relations-2/annual-general-meeting/. No balance sheet profit is disclosed in the annual financial statements for the financial year 2025. The passing of a resolution on the appropriation of the balance sheet profit and a corresponding agenda item will therefore cease to apply.
AGENDA ITEM 2: Resolution on the discharge of the members of the Management Board for the financial year 2025Joint proposal for a resolution of the Management Board and the Supervisory Board:
The Management Board and Supervisory Board of Wolford Aktiengesellschaft propose that the General Meeting should pass the following resolution regarding this agenda item:
"The members of the Management Board in office in the financial year 2025 are granted discharge for this period."
AGENDA ITEM 3: Resolution on the discharge of the members of the Supervisory Board for the financial year 2025Joint proposal for a resolution of the Management Board and the Supervisory Board:
The Management Board and Supervisory Board of Wolford Aktiengesellschaft propose that the General Meeting should pass the following resolution regarding this agenda item:
"The members of the Supervisory Board in office in the financial year 2025 are granted discharge for this period."
AGENDA ITEM 4: Resolution on the remuneration report for the financial year 2025Introductory explanation:
Pursuant to Section 78c AktG the remuneration report was issued for the financial year 2025. The remuneration report 2025 provides a comprehensive overview of the remuneration granted or owed to the Management Board and Supervisory Board in the course of the previous financial year under the remuneration policies, including other benefits.
The remuneration report for the previous financial year is to be submitted to the Annual General Meeting for approval. The voting on the remuneration policies has the character of a recommendation.
The remuneration report for the members of the Management Board and for the members of the Supervisory Board can be downloaded on the company's website under https://company.wolford.com/investor-relations-2/annual-general-meeting/.
Joint proposal for a resolution of the Management Board and the Supervisory Board:
The Management Board and Supervisory Board of Wolford Aktiengesellschaft propose that the General Meeting should pass the following resolution regarding this agenda item:
"The remuneration report 2025 of Wolford Aktiengesellschaft in the available version is adopted."
AGENDA ITEM 5: Resolution on the remuneration policyIntroductory explanation:
Pursuant to Section 78b AktG the remuneration policies for the members of the Management Board and the Supervisory must be submitted to the General Meeting for approval at least every four financial years and whenever there is any material change. On the proposal of the Remuneration Committee, the Supervisory Board has adjusted the remuneration policy so that it now also provides for the possibility of share-based remuneration for members of the Management Board.
The company currently holds 88,140 treasury shares. These treasury shares were acquired on the basis of the resolution adopted under agenda item 6 of the Annual General Meeting dated 6 September 1999. By resolution under agenda item 5 of the 28th Annual General Meeting, the issuance or resale of these treasury shares in ways other than via the stock exchange or a public offer was approved within the framework of Long-Term Incentive programs for members of the Management Board and future employee participation and performance-related programs to be granted by the Management Board with the approval of the Supervisory Board, and by the Supervisory Board, including stock option programs and the straightforward issuance of shares for members of the Management Board and senior executives of the company, excluding any repurchase right of the company's shareholders.
With the adjustment of the remuneration policy, the possibility of share-based remuneration for members of the Management Board is now reflected in the remuneration policy.
The voting on the remuneration policies has the character of a recommendation.
The remuneration policy for the members of the Management Board and for the members of the Supervisory Board, as well as a comparison version, can be accessed on the internet at https://company.wolford.com/de/investor-relations-2/ordentliche-hauptversammlung/.
Proposal for a resolution of the Supervisory Board:
"The remuneration policy (principles for the remuneration of the members of the Management Board and the Supervisory Board) of Wolford Aktiengesellschaft in the available version is passed."
AGENDA ITEM 6: Elections to the Supervisory BoardIntroductory explanation:
In accordance with Section 10 of the Articles of Association of Wolford Aktiengesellschaft, the Supervisory Board consists of a minimum of three and a maximum of six members elected by the Annual General Meeting. Pursuant to § 108 (2) AktG, it is declared that the Supervisory Board of Wolford Aktiengesellschaft previously consisted of four members elected by the Annual General Meeting.
Jiyang Han resigned from the Supervisory Board with effect from 31 May 2026. Gong Cheng will resign from the Supervisory Board with effect from the conclusion of the 39th Annual General Meeting.
Two new members must therefore be elected at this Annual General Meeting in order to restore the number of four members elected by the Annual General Meeting. In light of the fact that the Supervisory Board of Wolford Aktiengesellschaft consists of less than six members elected by the Annual General Meeting, the stipulations contained in § 86 (7) AktG and (9) AktG (as well as related information pursuant to the AktG, for example § 108
(2) AktG) do not apply to the Company.
The Supervisory Board proposes to the Annual General Meeting that Mr. Xi Luo and Ms. Fang Zhang be elected until the end of the 44rd Annual General Meeting, which will decide on the discharge for the 2030 financial year.
Accordingly, following the election, the Supervisory Board will once again consist of four members elected by the Annual General Meeting.
The proposed candidates for election to the Supervisory Board have made a declaration pursuant to § 87 (2) AktG which can be downloaded on the Internet at https://company.wolford.com/investor-relations-2/annual-general-meeting/.
In electing Supervisory Board members, the Annual General Meeting is obliged to choose among the nominated candidates. Nominations for election to the Supervisory Board together with the declarations prescribed by § 87
(2) AktG for each person so nominated, must be published on the Company's Website no later than five working days before the Annual General Meeting Otherwise, the person concerned may not be included in the election. This also applies to election nominations made by shareholders pursuant to § 110 AktG.
Proposal for resolution of the Supervisory Board:
The Supervisory Board of Wolford Aktiengesellschaft proposes that the General Meeting should pass the following resolutions regarding this agenda item:
"Mr. Xi Luo, born on 26 September 1982, is appointed to serve on the Supervisory Board of Wolford Aktiengesellschaft for a term of office lasting until the end of the 44th Annual General Meeting resolving upon the discharge of the Supervisory Board members for the 2030 financial year."
"Ms. Fang Zhang, born on 21 February 1973, is appointed to serve on the Supervisory Board of Wolford Aktiengesellschaft for a term of office lasting until the end of the 44th Annual General Meeting resolving upon the discharge of the Supervisory Board members for the 2030 financial year."
AGENDA ITEM 7: Resolution on the revocation of the capital increase resolved at the 38th Annual General MeetingIntroductory explanation:
On 29 July 2025, the 38th Annual General Meeting of Wolford AG resolved to increase the company's share capital from EUR 14,868,447.00 by up to EUR 7,688,476.00 to up to EUR 22.556.923,00 by issuing up to 7,688,476 new ordinary bearer shares (no-par value shares) against cash contributions.
The Management Board was authorized to carry out the capital increase by 31 January 2026 and to set the subscription period and other details of the implementation.
Exploratory discussions with the majority shareholder revealed that carrying out the capital increase within the timeframe set by the Annual General Meeting does not appear economically viable in light of the expected subscription volume of new shares. The non-implementation of the capital increase is not expected to impact the company's ability to meet its liquidity needs.
The majority shareholder has emphasized the long-term strategic importance of Wolford AG and confirmed that the company will continue to receive financial support, including through shareholder loans.
Against this background, the Management Board has decided to let the implementation period lapse and not to carry out the capital increase.
Joint proposal for a resolution of the Management Board and the Supervisory Board:
The Management Board and Supervisory Board of Wolford Aktiengesellschaft propose that the General Meeting should pass the following resolution regarding this agenda item:
"The resolution of the 38th Annual General Meeting regarding the increase of the share capital is hereby revoked."
AGENDA ITEM 8: Election of the auditor and the group auditor for the financial year 2026Proposal for resolution of the Supervisory Board:
The Supervisory Board of Wolford Aktiengesellschaft proposes that the General Meeting should pass the following resolution regarding this agenda item:
"Forvis Mazars Audit GmbH Wirtschaftsprüfungsgesellschaft, Kärntner Ring 5-7, 1015 Wien, shall be appointed as auditor for the UGB annual financial statements of the Company for the financial year 2026 and as auditor for the IFRS consolidated financial statements for the financial year 2026."
Contact:Wolford Aktiengesellschaft Attn:Investor Relations Wolfordstraße 1
6900 Bregenz Austria
Tel. +43 (0) 5574 690 1940
Fax: +43 (0) 5574 690 1410
E-Mail: investor@wolford.com