EANS-News: Wolford Aktiengesellschaft / Granting of stock options to members of the Management Board

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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
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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