EANS-News: Wolford Aktiengesellschaft Granting of stock options to members of
the Management Board
--------------------------------------------------------------------------------
Corporate news transmitted by euro adhoc. The issuer/originator is solely
responsible for the content of this announcement.
--------------------------------------------------------------------------------
Annual & Special Corporate Meetings/Long Term Incentive Program
Report of the Supervisory Board of Wolford Aktiengesellschaft
FN 68605 s
in accordance with § 95 Paragraph 6 AktG
in conjunction with § 159 Paragraph 2 N 3 AktG
Wolford Aktiengesellschaft is headquartered in Bregenz. Its business address is
Wolfordstraße 1, A-6900 Bregenz (the "Company"). The Company currently owns
100,000 shares of its own stock. These treasury shares were acquired on the
basis of the resolution passed at the Annual General Meeting of the Company held
on September 6, 1999. The resolution passed by the Annual General Meeting
resolved to allow the purchasing of treasury shares and, as well, their
issuance, with the latter according to the stock options plan resolved upon at
the respective Annual General Meeting, and to be during a period of time to
begin two years subsequent to the day of the passing of the resolution, and
concluding five years subsequent to that day. The Annual General Meeting's
authorizations enabled the repeated extension of the term of disposal of the
100,000 treasury shares acquired in accordance with the resolution passed by the
Annual General Meeting held on September 6, 1999. The last time that this
occurred was through the resolution passed by the Annual General Meeting of
September 18, 2014. This set the term of sale of treasury shares to be until
September 6, 2017.
The Supervisory Board now intends to use or to sell the up to 100,000 treasury
shares acquired in accordance with the resolution passed by the Annual General
Meeting held on September 6, 1999 in ways other than via securities exchanges or
via the making of a public offer by way of a Long Term Incentive Program to be
set up by the Supervisory Board.
§ 65 Paragraph 1b AktG (Austrian Stock Corporation Act) stipulates that the
passing of a resolution by the Annual General Meeting is as a rule requisite
whenever a company resells its shares in ways other than via exchanges or via
the staging of a public offer. Applicable in such cases are the rules on the
exclusion of rights of procurement laid down in § 153 Paragraph 3 and 4 AktG, as
well as those on the exclusion of rights of procurement in cases of authorized
capital contained in §§ 169 ff AktG. Sentence 4 leg cit does, however, stipulate
that such an Annual General Meeting resolution is precisely not requiredwhenever
the treasury shares are being issued to satisfy the stock options held by the
group of persons cited in Paragraph 1 Z 4 leg cit (employees, senior employees
and members of the Management Board or the Supervisory Board). Conventional
wisdom does assume - notwithstanding the non-explicit mentioning of such in § 65
Paragraph 1b AktG - that this also applies to the straightforward issuance of
shares.
The applicable legal codes therefore do not require the passing of a resolution
by the Annual General Meeting in order to authorize employee and profits
participation programs, with these encompassing stock options programs and stock
appreciation rights. Taking into account the resolution passed by the Annual
General Meeting held on September 6, 1999, an authorization by the Annual
General Meeting of the issuance or reselling of treasury shares of the Company,
amongst others for the Long Term Incentive Programset up by the Supervisory
Board for members of the Management Board, has nevertheless been obtained. The
approval was granted with shareholder resolution dated September 17, 2015.
The bonus underlying the shareholder resolution takes the form of a Long Term
Incentive Programfor the current members of the Management Board of the Company
- Mr. Axel Dreher and Mr. Ashish Sensarma - for the following financial years of
2015/2016, 2016/2017 and 2017/2018 and was set up by the Supervisory Board on
December 9, 2014 respectively April 21, 2015.
In accordance with § 95 Abs 6 AktG and with 159 Paragraph 2 Z 3 AktG, the
Supervisory Board thus renders the following report:
1. Principles and incentives for performance of the Long Term Incentive Program
1.1 The Company grants the Management Board a long-term bonus (Long Term
Incentive program, hereafter "LTI") for the financial years of 2015/2016, 2016/
2017 and 2017/2018. This takes the form of a plan for Stock Appreciation Rights.
The long-term bonus is intended to provide the members of the Management Board
with a further incentive to continue to contribute to the success of the Company
and of affiliated corporations. This incentive transforms these persons into
(future) shareholders and co-owners of the Company capable of partaking of its
successes. This agreement does not grant any such LTI for subsequent financial
years. No member of the Management Board has any claim for such a LTI, or for a
long-term bonus taking another form.
1.2 The LTI's objective is to link the overall recompense of the
beneficiaries - Management Board members - to the results of the Company and
thus to the development of the Company's stock. This link will enable the
beneficiary members of the Management Board to participate in a results-
dependent way in the successes achieved by the Company. This recompense is in
addition to the remuneration stemming from the managers' relationships of
employment. The LTI is to further increase and cement the beneficiary members of
the Management Board's identification with the corporations of the Company. This
will be by elevating the members into the position of being co-owners. The
members of the Management Board are to thus more strongly orient themselves to
the objectives of the Company's shareholders by enabling the former to
participate in the success achieved.
2. Number and distribution of SAR already granted and to be granted; terms of
such
2.1 The members of the Management Board are to be granted as of April 30,
2015 the following numbers of Stock Appreciation Rights(hereafter referred to as
"SAR"): 80,000 (eighty thousand) for Mr. Axel Dreher, and 133,333 (one hundred
thirty three thousand three hundred and thirty three) for Mr. Ashish Sensarma.
2.2 The SAR are rights to participate in rises in stock quotes. They are
based on the actual quotes of Wolford's stock. The SAR plan does not involve the
granting of shares themselves.
2.3 The basic price (strike price) of the SAR is to be determined on
April 30, 2015 (date of allocation). It corresponds to the average closing quote
of the Company's stock on the Vienna Stock Exchange during the last twelve
months of the calendar year preceding the date of allocation. The stock's quote
is the closing quote on the Xetra platform.
2.4 Comprised in the LTI are to be Mr. Axel Dreher and Mr. Ashish
Sensarma, as they are the sole members of the Management Board of the Company.
2.5 The term of retention until the exercising of the SAR extends from
September 30, 2015 to April 30, 2018.
3. Conditions of exercising of the options
a. Conditions of participation and of provision
3.1 The individual members of the Management Board are required to make
investments in order to participate in the LTI. The requisite proprietary
investment to be made by Mr. Axel Dreher corresponds to shares of the Company
whose value comes as of April 30, 2015 to at least EUR100,000.00 (EURO one
hundred thousand). The requisite proprietary investment to be made by Mr. Ashish
Sensarma corresponds to shares of the Company whose value comes as of April 30,
2015 to at least EUR150,000.00 (EURO one hundred fifty thousand).
3.2 The proprietary investments are to have been made - on a one-time
basis - by September 30, 2015. These are to take the following forms. Mr. Axel
Dreher is make a payment of EUR100,000.00 (EURO one hundred thousand) and Mr.
Ashish Sensarma a payment of EUR150,000.00 (EURO one hundred fifty thousand) by
no later than September 30, 2015. These payments are to be made to an escrow
account opened by the Company, or to a sub-account. The payees are to instruct
the Company to use the respective amount, upon the granting of the requisite
authorizations by the Annual General Meeting of the Company for the purchasing
of the treasury shares currently held by the Company at the conditions
established below. Upon the receipt of the appropriate authorization from the
Annual General Meeting for the use of the amount for the purchasing for the
respective member of the Management Board of the treasury shares of the company,
this purchase is then to be carried out.
3.3 The respective member of the Management Board is required to
maintain his proprietary investment - taking the form of the shares purchased
(in the case of Mr. Axel Dreher, these shares number 4,744 [four thousand seven
hundred and forty four]; in the case of Mr. Ashish Sensarma, these shares number
7,116 [seven thousand one hundred and sixteen]) - until the actual exercising of
the SAR.
3.4 The benefit arising from the SAR and the increase in value of key
import are calculated using the difference between the average closing quote of
the stock of Wolford Aktiengesellschaft on the Vienna Stock Exchange during the
last twelve calendar months preceding the actual date of exercising and the
basic price set in Point 2.3. This is then multiplied by the percentage
established in accordance with Point 3.11. This formula yields the following
benefit and increase in value for the members of the Management Board:
For Mr. Axel Dreher:
Benefit from the SAR = 80,000 shares x (average closing quote -
basic price according to Point 2.3) x percentage according to Point 3.11
For Mr. Ashish Sensarma:
Benefit from the SAR = 133,333 shares x (average closing quote -
basic price according to Point 2.3) x percentage according to Point 3.11
3.5 The advantage arising from the exercising of the SAR has been
limited to the following gross amounts: for Mr. Axel Dreher, to at most EUR1.2
million (EURO one million two hundred thousand); for Mr. Ashish Sensarma, to at
most EUR2 million (EURO two million). This also applies in cases in which the
calculations made in accordance with Point 3.4 should lead to a greater amount
of allocation.
b. Price of exercising
3.6 The purchase of the shares by the respective member of the
Management Board, in accordance with Point 3.2, is to be at the price of
EUR21.08 (EURO twenty one and eight cents) per share (this corresponds to the
average quote of the stock during the period from December 10, 2014 - April 30,
2015). This takes the form of the Company's appropriating the amounts deposited
in the escrow account of EUR100,000.00 (EURO one hundred thousand) and of
EUR150,000.00 (EURO one hundred and fifty thousand), and, on a step-by-step
basis, taking the shares purchased through it and consigning them to the
securities account named by the respective Management Board member. Mr. Axel
Dreher is to receive, upon this purchasing, from the Company 4,744 (four
thousand seven hundred and forty four) shares; and Mr. Ashish Sensarma, upon
this purchasing, 7,116 (seven thousand one hundred and sixteen) shares.
c. Term of Retention and window of exercising
3.7 The term of retention until the permissible exercising of the SAR
extends from September 30, 2015 to April 30, 2018. The SAR are allowed to be
exercised therefore starting on May 1, 2018.
d. General_stipulations
3.8 The declaration of exercising of the members of the Management Board
is to be rendered in writing and sent to the chairman of the presidency of the
Supervisory Board of the Company. Non-exercised SAR completely lapse upon expiry
of April 30,2019.
3.9 Should the proprietary investment in the above form not have been
made by June 30, 2015, or should - with this applying to the number of shares -
not have been thoroughly maintained until the point of actual exercising, the
SAR completely lapse. Should the value of the shares held as the proprietary
investment amount to as of September 30, 2015 at least EUR100,000.00 (EURO one
hundred thousand) or EUR150,000.00 (EURO one hundred and fifty thousand), and
should the value then decline, and with this being due to the development of the
stock's quote and not to a partial selling of the shares, the amount below the
floor of the minimum amount of EUR100,000.00 (EURO one hundred thousand) or
EUR150,000.00 (EURO one hundred and fifty thousand) does not apply to the claim.
The SAR are rights held by an individual person. They cannot be sold, pledged,
assigned or traded on public markets.
3.10 In cases in which the average EBT ratio defined in accordance with
the contract of employment of the respective member of the Management Board, and
incorporating, however, the deduction of any bonus (Short Term Incentive,
hereafter "STI") granted for the individual financial years, come to less than
5% during the financial years of 2015/2016, 2016/2017 and 2017/2018, or in which
the net revenues from sales - based on the consolidated financial accounts of
the Company calculated in accordance with the IFRS - amount to less than EUR150
million (EURO one hundred and fifty million) in one of the following financial
years - 2015/2016, 2016/2017 and 2017/2018, the SAR completely lapse.
3.11 In cases in which the average EBT ratio defined in accordance with
the contract of employment of the respective member of the Management Board, and
incorporation, however, the deduction of any STI granted for the individual
financial years, amount to at least 5% during the financial years of 2015/2016,
2016/2017 and 2017/2018, and in which the net revenues from sales- based on the
consolidated financial accounts of the Company calculated in accordance with the
IFRS - amount to at least EUR150 million (EURO one hundred and fifty million) in
each one of the following financial years - 2015/2016, 2016/2017 and 2017/2018,
the EBT ratio - calculated in accordance with the conditions set in the contract
of employment of the respective member of the Management Board, with this to
include the deduction of any STI granted for the individual financial year - is
the key indicator determining how many of the SAR can be actually exercised
subsequent to the expiry of the term of retention established in Point 3.7:
* In cases in which the average EBT ratio for financial years 2015/2016,
2016/2017 and 2017/2018 amounts to at least 5% but less than 6%, 75% of the SAR
allocated can be actually granted.
* In cases in which the average EBT ratio for financial years 2015/2016,
2016/2017 and 2017/2018 amount to at least 6% but less than 7%, 85% of the SAR
allocated can be actually granted.
* In cases in which the average EBT ratio for financial years 2015/2016,
2016/2017 and 2017/2018 amount to at least 7%, 100% of the SAR allocated can be
actually granted.
3.12 To prevent any misuse of insider or compliance-relevant information,
the exercising of the SAR immediately prior to the issuing of information of
relevance to the Company's quote to the general public (with this especially
involving quarterly reports, conferences on the Company's balance sheet, Annual
General Meetings etc) is not permissible ("black out periods"). In a further
consideration, the respective member of the Management Board also has to observe
during the term of exercising of the SAR and/or during each transaction
involving shares all of the limitations arising from the generally-applicable
legal rules (with this especially including regulations applying to securities
exchanges and other capital markets, with this encompassing those on insider
trading).
3.13 Should the relationship of employment of the individual member of the
Management Board change in a way other than the expiry of the term of limitation
of the contract of employment of the respective member of the Management Board,
all SAR lapse, without replacement, upon the termination of the relationship of
employment. This is regardless of the nature of the termination - with, however,
the exceptions of the termination's involving a termination or firing not
justified by the contract of employment of the respective member, or the
justified ahead-of-schedule departure of the member of the Management Board.
3.14 In cases in which the financial year is rescheduled during the term
of the LTI, an agreement of replacement will be immediately reached. This will
correspond to the intention of the LTI. In cases in which a restatement of the
annual financial accounts causes an ex post facto alteration of the key
indicators of significance to the system (with this especially applying to the
EBT ratio), a reverse transaction is to take place. In cases in which the member
of the Management Board wishes to exercise his SAR under the new conditions,
this is to be performed on the basis of the altered figures.
4. Repurchasing of treasury shares
The satisfying of the stock options is to be undertaken through treasury shares.
In order to perform the granting of the SAR, the Supervisory Board has - taking
into account the resolution passed by the Annual General Meeting held on
September 6, 1999 and involving the authorization of the Annual General Meeting
of the purchasing of up to100,000 shares of treasury stock for purposes of
issuing them to members of the Management Board and of the Supervisory Board and
to certain senior employees of the Company and of affiliated companies; and
involving the issuance of the shares in accordance with the stock option plan
resolved upon by the respective Annual General Meeting -secured the approval of
the Annual General Meeting of the intended selling of treasury shares in
accordance with § 65 Paragraph 1 N 4 of Austria's Stock Act (AktG) and
Paragraph 1b AktG.
Bregenz, September 2015
The Supervisory Board
Further inquiry note:
Wolford AG
Maresa Hoffmann
Referentin Investor Relations and Corporate Communications
Tel.: +43 5574 690 1258
investor@wolford.com | company.wolford.com
end of announcement euro adhoc
--------------------------------------------------------------------------------
company: Wolford Aktiengesellschaft
Wolfordstrasse 1
A-6900 Bregenz
phone: +43 (0) 5574 690-1268
FAX: +43 (0) 5574 690-1219
mail: investor@wolford.com
WWW: company.wolford.com
sector: Textiles & Clothing
ISIN: AT0000834007
indexes: ATX Prime, ATX Global Players
stockmarkets: free trade: Frankfurt, regulated dealing: Wien, ADR: New York
language: English
