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    EANS-General Meeting  116  0 Kommentare Palfinger AG / Invitation to the General Meeting according to art. 107 para. 3 Companies Act


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    General meeting information transmitted by euro adhoc with the aim of a
    Europe-wide distribution. The issuer is responsible for the content of this
    announcement.
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    18.02.2020

    PALFINGER AG
    Bergheim
    FN 33393 h, ISIN AT0000758305


    Zwtl.: Invitation to the Annual General Meeting


    We hereby invite our shareholders to the Annual General Meeting of PALFINGER AG
    to be held on Wednesday, March 18, 2020, at 11.00 a.m. at PALFINGER's location
    at Franz-Wolfram-Scherer-Strasse 24, 5020 Salzburg, which is a subsidiary and
    production site of PALFINGER AG and other Austrian group companies.

    I. AGENDA
    1. Presentation of the financial statements, including the management report and
    the corporate governance report, the consolidated financial statements,
    including the Group management report, the proposal for the distribution of
    profits and the report of the Supervisory Board for the 2019 fiscal year
    2. Resolution on the distribution of the net profit for the year
    3. Resolution on release of the members of the Executive Board from liability
    for their management activities in the 2019 fiscal year
    4. Resolution on release of the members of the Supervisory Board from liability
    for their supervisory activities in the 2019 fiscal year
    5. Selection of the independent auditor for the financial statements and
    consolidated financial statements for the 2020 fiscal year
    6. Election to fill two seats on the Supervisory Board
    7. Resolution on the remuneration policy
    8. Resolution on remuneration for members of the Supervisory Board

    II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVIDING INFORMATION AT THE
    WEBSITE
    It is anticipated that the following documents, in particular, will be available
    under the "Investor Relations" and "Annual General Meeting" menu items on the
    company's website, www.palfinger. [http://www.palfinger./]ag, which has been
    recorded in the commercial register, as of February 18, 2020, but no later than
    February 26, 2020:

    * annual financial statements, including management report,
    * corporate governance report
    * consolidated financial statements, including Group management report,
    * proposal for the distribution of profits,
    * report of the Supervisory Board,

    each for the 2019 fiscal year;

    * proposed resolutions on agenda items 2-8,
    * remuneration policy,
    * declaration of the candidates for election to the Supervisory Board for agenda
    item 6 in accordance with Sec. 87 para. 2 of the Stock Corporation Act (AktG),
    including their curriculum vitae,
    * form for granting a proxy,
    * form for granting a proxy to Dr Michael Knap,
    * form for revoking a proxy,
    * full text of this invitation.


    III. RECORD DATE AND PREREQUISITES FOR ATTENDING THE ANNUAL GENERAL MEETING
    The shareholders' rights to attend the Annual General Meeting and to exercise
    their voting rights and the other shareholders' rights to be asserted in the
    course of the Annual General Meeting are governed by their shareholdings as of
    the close of March 8, 2020 (record date).

    The Annual General Meeting may only be attended by persons who are shareholders
    on the record date and who provide evidence thereof to the company.

    A deposit receipt in accordance with Sec. 10a of the Stock Corporation Act must
    be submitted to provide evidence of the shareholder's shareholding on the record
    date, which is to be delivered to the company no later than March 13, 2020
    (24.00, CET, Vienna time) exclusively via one of the communication channels and
    corresponding addresses indicated below:

    (i)for submission of the deposit receipt in text form, as is sufficient under
    art. 18 para. 2 of the Articles of Association
    by telefax +43 1 8900 500-78
    by e-mail anmeldung.palfinger@hauptversammlung.at
    [anmeldung.palfinger@hauptversammlung.at]
    (please attach deposit receipt in PDF format)
    (ii) for submission of the deposit receipt in written form
    by post or courier PALFINGER AG
    c/o HV-Veranstaltungsservice GmbH
    8242 St. Lorenzen am Wechsel, Köppel 60
    by SWIFT GIBAATWGGMS
    (message type to be used is MT598 oder MT599,
    always state ISIN AT0000758305 in the text)

    Shareholders are requested to contact their custodian banks and make
    arrangements for the issue and transfer of a deposit receipt.

    The record date has no effect on the shareholder's right to sell the shares and
    no relevance for any dividend entitlements.


    Deposit receipt in accordance with Sec. 10a of the Stock Corporation Act
    The deposit receipt is to be issued by the relevant custodian bank with its
    headquarters in a member state of the European Economic Area or in a full member
    state of the OECD and must include the following information:

    * information on the issuer: company name and address or any code that is
    customarily used among credit institutions,
    * information on the shareholder: (company) name, address, date of birth for
    natural persons, and, if applicable, register and register number under which
    legal entities are maintained in the country of origin,
    * information on the shares: number of ISIN AT0000758305 shares held by the
    shareholder,
    * custody account number, or other designation,
    * date to which the deposit receipt refers.


    The deposit receipt used as evidence of the shareholding entitling the
    shareholder to attend the AGM must refer to the close of the record date, March
    8 2020 (24.00, CET, Vienna time).

    A deposit receipt in the German or English language will be accepted.

    Proof of identity
    Shareholders and their authorized representatives are requested to show a valid
    official photo ID upon registration.

    If you attend the AGM as an authorized representative, please also bring the
    proxy in addition to your official photo ID. If the original of the proxy was
    already sent to the Company, you may speed up your admission if you can provide
    a copy of the proxy.

    PALFINGER AG reserves the right to verify the identity of any individuals
    appearing at the AGM. In the event that someone's identity cannot be verified,
    this person may be refused admission.

    IV. RIGHT TO APPOINT AN AUTHORIZED REPRESENTATIVE AND PROCEDURE TO BE FOLLOWED
    Each shareholder who is entitled to attend the Annual General Meeting and has
    submitted proof thereof to the company pursuant to the specifications in Item
    III of this invitation is entitled to appoint a representative who will take
    part in the meeting on such shareholder's behalf and will have the same rights
    as the shareholder whom he/she is representing.
    The proxy must be given to a specific person (natural person or legal entity) in
    text form (Sec. 13 para. 2 of the Stock Corporation Act); moreover, several
    persons may be authorized.

    The proxy may be granted before or during the Annual General Meeting.

    The following communication channels and addresses are available for the
    delivery of proxies:

    by post or courier: PALFINGER AG
    c/o HV-Veranstaltungsservice GmbH
    8242 St. Lorenzen am Wechsel, Köppel 60
    by telefax: +43 1 8900 500-78
    by e-mail: anmeldung.palfinger@hauptversammlung.at
    [anmeldung.palfinger@hauptversammlung.at]
    (please attach proxies as PDF files)
    by SWIFT GIBAATWGGMS
    (message type to be used is MT598 oder MT599,
    always state ISIN AT0000758305 in the text)
    In person at registration for the AGM at the meeting site

    If a proxy is not personally delivered on the date of the AGM at the entry/exit
    checkpoint, it must be delivered to one of the addresses indicated above no
    later than March 17, 2020 at 4 p.m.

    A proxy form and a form for revoking the proxy may be downloaded from the
    company's website at www.palfinger.ag [http://www.palfinger.ag/] under the
    "Investor Relations" and "Annual General Meeting" menu items. Use of these forms
    is not mandatory within the meaning of Sec. 114 para. 3 of the Stock Corporation
    Act. However, we ask you to use these forms at all times to ensure smooth
    processing.

    Details on granting proxies, particularly regarding text form and the content of
    the proxy, can be found in the proxy form made available to shareholders.

    If a shareholder has granted a proxy to his/her custodian bank (Sec. 10a of the
    Stock Corporation Act), it is sufficient for the bank, in addition to submitting
    the deposit receipt, to declare that it has been granted the proxy, in the
    manner specified for delivery to the company.

    Shareholders may also exercise their rights personally at an AGM, even after
    they have granted a proxy. Personal attendance will be regarded as revocation of
    a previously granted proxy.

    The rules indicated above regarding the granting of a proxy apply mutatis
    mutandis to its revocation.

    Please bear in mind that, for organizational reasons, a maximum of two persons
    can be admitted per deposit receipt (one shareholder and his/her authorized
    representative or two authorized representatives, instead of the shareholder).

    Independent proxy
    As a special service, Dr Michael Knap is available to shareholders as an
    independent proxy, bound by the shareholders' instructions, to exercise their
    voting rights at the Annual General Meeting. A special proxy form may be
    downloaded from the company's website at https://www.palfinger.ag/en/investors/
    shareholder_meeting [https://www.palfinger.ag/en/investors/shareholder_meeting].
    Shareholders may also contact Dr Michael Knap directly at the address 1170
    Vienna, Dornbacherstrasse 124a/1/5, or by e-mail at michael@michael-knap.at
    [michael@michael-knap.at].

    V. INFORMATION ON SHAREHOLDERS' RIGHTS UNDER SECS. 109, 110, 118 AND 119 OF THE
    STOCK CORPORATION ACT

    1. Additions to the agenda by shareholders pursuant to Sec. 109 of the Stock
    Corporation Act
    Shareholders who individually or jointly hold 5 percent of the share capital and
    who have been the holders of these shares for at least three months prior to
    making such request are entitled to submit a written request that additional
    items be put on the agenda of this AGM and be published, provided that such
    written request is delivered to the company no later than February 26, 2020
    (24.00, CET, Vienna time) exclusively to the address: 5101 Bergheim bei
    Salzburg, Lamprechtshausener Bundesstrasse 8, Investor Relations Department,
    attn. Mr Hannes Roither. Shareholders must also include proposed resolutions
    regarding each item on the agenda so requested, including a statement of
    grounds. The agenda item and the proposed resolution, but not the statement of
    grounds, must also be written in the German language. A deposit receipt pursuant
    to Sec. 10a of the Stock Corporation Act, stating that the shareholders making
    such requests have held their shares for at least three months prior to making
    such requests, must be submitted to evidence shareholder status; this
    certificate may be no more than seven days old at the time of submission to the
    company. Multiple deposit receipts for shares that only meet the 5 percent
    shareholding requirement when aggregated must refer to the same time (date and
    time of day). As regards the other requirements for the deposit receipt, please
    refer to the information on the right to attend the Annual General Meeting (Item
    III).

    2. Resolutions proposed by shareholders for inclusion on the agenda pursuant to
    Sec. 110 of the Stock Corporation Act
    Shareholders independently or jointly holding at least 1 percent of the share
    capital are entitled to submit proposed resolutions on any item of the agenda,
    including a statement of grounds, in text form pursuant to Sec. 13 para. 2 of
    the Stock Corporation Act and to demand that such proposals, including the names
    of the respective shareholders, the statement of grounds and any statements made
    by the Executive Board or the Supervisory Board be made available on the company
    website recorded in the commercial register, if this request is delivered to the
    company in text form pursuant to Sec. 13 para. 2 of the Stock Corporation Act no
    later than March 9, 2020 (24.00, CET, Vienna time) either by telefax to +43 662
    2281-81070 or to 5101 Bergheim bei Salzburg, Lamprechtshausener Bundesstraße 8,
    Investor Relations Department, attn. Mr Hannes Roither, or by e-mail to
    h.roither@palfinger.com [h.roither@palfinger.com], in which case the request
    must be attached to the e-mail in text form within the meaning of Sec. 13 para.
    2 of the Stock Corporation Act, e.g. as a PDF file.
    If text form within the meaning of sec. 13 para. 2 of the Stock Corporation Act
    is prescribed for declarations, the declaration must be given in a document or
    in some other manner suitable for permanent reproduction in writing, the
    identity of the declarant must be given and the conclusion of the declaration
    must be made recognizable by reproduction of the signature or otherwise. The
    proposed resolution, but not the statement of grounds, must also be written in
    the German language.
    In case of a proposal requesting the election of a Supervisory Board member, the
    statement of grounds is to be replaced by a candidate statement pursuant to Sec.
    87 para. 2 of theStock Corporation Act.
    Shareholder status must be proven by submitting a deposit receipt in accordance
    with Sec. 10a of the Stock Corporation Act, whichmay not be older than seven
    days at the time of submission to the company. Multiple deposit receipts for
    shares, which only meet the 1 percent shareholding requirement when aggregated,
    must refer to the same time (date and time of day). As regards the other
    requirements for the deposit receipt, please refer to the information on the
    right to attend the Annual General Meeting (Item III).

    3. Information pursuant to Sec. 110 para. 2 sentence 2 of the Stock Corporation
    The company hereby provides the following information regarding agenda item 6.
    "Elections to the Supervisory Board" and the potential submission of proposed
    nominations by shareholders in accordance with Sec. 110 of the Stock Corporation
    Act:

    Sec. 86 para. 7 of the Stock Corporation applies to PALFINGER AG.

    The Supervisory Board of PALFINGER AG currently consists of six members elected
    by the Annual General Meeting (shareholder representatives) and three members
    delegated by the works council in accordance with Sec. 110 of the Austrian
    Labour Constitution Act (ArbVG). Of the six shareholder representatives, there
    are five men and one woman. The employee representatives are three men.

    It is noted that the majority of the shareholder representatives has filed an
    objection in accordance with Sec. 86 para. 9 of the Stock Corporation Act.
    Therefore, there must be separate compliance with the minimum quota requirement
    under Sec. 86 para. 7 of the Stock Corporation Act.

    Item 10.1 of the Articles of Association of PALFINGER AG provides that the
    Supervisory Board shall consist of four to eight members elected by the Annual
    General Meeting.

    4. Shareholders' right to be informed under Sec. 118 of the
    Stock Corporation Act
    At the AGM, each shareholder has the right to be informed about any matters
    pertaining to the company if so requested, provided that such information is
    necessary for formulating a proper assessment regarding a particular agenda
    item. The right to be informed also extends to the company's legal relationships
    with any affiliated company as well as to the situation of the Group and of any
    companies included in the consolidated financial statements.

    The company may refuse to supply such information if, according to sound
    business judgement, it could be seriously prejudicial to the company or one of
    its affiliated companies or if providing such information would constitute a
    criminal offence.

    As a rule, requests for information should be made orally at the Annual General
    Meeting, but they may also be submitted in writing.

    For the sake of an efficient meeting, questions whose response requires more
    extensive preparation must be submitted to the Executive Board in text form in a
    timely manner before the AGM. They may be delivered to the company by post at
    the address5101 Bergheim bei Salzburg, Lamprechtshausener Bundesstrasse 8,
    Investor Relations Department, attn. Mr Hannes Roither, or sent by e-mail to
    h.roither@palfinger.com [h.roither@palfinger.com].

    5. Motions made by shareholders at the Annual General Meeting pursuant to Sec.
    119 of the Stock Corporation Act
    Irrespective of their shareholdings in the company, every shareholder has the
    right to make motions regarding each item on the agenda at the Annual General
    Meeting. If several motions have been submitted regarding one item on the
    agenda, the Chairman will determine the order of voting pursuant to Sec. 119
    para. 3 of the Stock Corporation Act.

    6. Information on the company's website
    Further information regarding shareholder rights under Secs. 109, 110, 118 and
    119 of the Stock Corporation Act are currently available on the company's
    website at www.palfinger. [http://www.palfinger.ag/]ag under the menu items:
    "Investor Relations" and "Annual General Meeting".

    7. Information for shareholders regarding data processing
    PALFINGER AG processes the personal data of its shareholders (including, but not
    limited to, those pursuant to Sec. 10a para. 2 of the Stock Corporation Act,
    i.e. name, address, date of birth, securities account number, number of shares
    held by the shareholder, class of shares where applicable, voting card number
    and, where applicable, name and date of birth of the proxy or proxies) on the
    basis of the applicable data privacy provisions, including, without being
    limited to, the EU General Data Protection Regulation (GDPR) and the Austrian
    Data Protection Act, to enable the shareholders to exercise their rights at the
    AGM.

    The processing of the personal data of shareholders is an unconditional
    requirement for the attendance of the shareholders and their representatives at
    the AGM in accordance with the Stock Corporation Act. Consequently, Article 6
    (1)c) of the GDPR provides the legal basis for data processing.

    The controller for the processing is PALFINGER AG. PALFINGER AG uses external
    service providers, such as notaries public, attorneys-at-law, banks and IT
    service providers for the purposes of organizing the AGM. PALFINGER AG only
    provides them with the personal data needed to implement the services entrusted
    to them, and they will process such data exclusively in accordance with the
    instructions of PALFINGER AG. PALFINGER AG has entered into data privacy
    agreements with these service providers to the extent required by law.

    If a shareholder attends the AGM, all shareholders present or their
    representatives, the members of the Executive Board and of the Supervisory
    Board, the notary public and all other persons with a statutory right to attend
    are entitled to inspect the list of participants, which must be kept by law
    (Sec. 117 of the Stock Corporation Act), and are therefore also entitled to
    access the personal data listed therein (including name, residence,
    shareholding). Furthermore, PALFINGER AG is under a legal obligation to submit
    personal shareholder data (including the list of participants) to the commercial
    register as part of the notarized minutes (Sec. 120 of the Stock Corporation
    Act).

    The shareholders' data are anonymized or deleted as soon as they are no longer
    necessary for the purposes for which they were collected and/or processed,
    unless other statutory obligations require the continued storage of such data.
    Duties of documentation and retention result primarily from corporate law, stock
    corporation law and acquisition law, as well as from the laws on taxes and
    duties and the anti-money-laundering regulations. Should shareholders assert
    legal claims against PALFINGER AG or should PALFINGER AG assert legal claims
    against shareholders, the storage of personal data serves the purpose of
    clarifying and enforcing such claims on a case-by-case basis. In the context of
    legal proceedings before civil courts, this might result in the data being
    stored during the period of limitation, in addition to the duration of the legal
    proceedings until these have been concluded with final effect.

    Each shareholder has a right of access, rectification, erasure, restriction of
    processing, and objection regarding his/her personal data, as well as a right to
    data portability under Chapter III of the GDPR, all of which may be exercised at
    any time. Shareholders may exercise these rights free of charge by sending an e-
    mail to PALFINGER AG at datenschutz@palfinger.com [datenschutz@palfinger.com] or
    by post at the following address:

    PALFINGER AG
    5101 Bergheim bei Salzburg, Lamprechtshausener Bundesstrasse 8
    Telefax: +43 662 2281-81070

    Moreover, shareholders have the right to lodge a complaint with the data
    protection authority in accordance with Article 77 of the GDPR.

    More information on data privacy, including a request for information form and a
    data protection statement, are available at the company's website,
    www.palfinger.ag [http://www.palfinger.ag/].

    VI. FURTHER DISCLOSURES AND INFORMATION

    Total number of shares and voting rights
    As of the date of the invitation to the Annual General Meeting, the company's
    share capital is EUR 37,593,258 and is divided into 37,593,258 no-par-value
    shares. Each share entitles its holder to one vote. Hence, as of the date of
    this invitation to the AGM, the total number of voting rights amounts to
    37,593,258. As of the date of this invitation to the AGM, the company holds no
    treasury stock, either directly or indirectly.

    The company is striving to organize the AGM in line with the standards of the
    Austrian environmental seal for Green Meetings/Events.

    We are trying to make it as easy as possible to travel to the AGM by public
    transport. If possible, please use environmentally friendly transport. The
    latest timetables can be found at www.oebb.at [http://www.oebb.at/] and
    www.westbahn.at [http://www.westbahn.at/]

    If you are arriving by train from Vienna, we recommend the following:
    ÖBB: Departure from Wien Hauptbahnhof (Vienna Central Station) at 7.30 a.m.,
    arrival at Salzburg Hauptbahnhof (Salzburg Main Station) at 9.52 a.m.
    Westbahn: Departure from Wien Westbahnhof (BahnhofCity Wien West) at 7.42 am,
    arrival at Salzburg Hauptbahnhof (Salzburg Main Station) at 10.08 a.m.

    The Chairman will open the Annual General Meeting no later than 11.15 a.m. even
    in the event of train delays.

    We will operate a shuttle service from the Salzburg Main Station to the AGM and
    back. Bus 1 departure: 10.05 a.m.; Bus 2 departure: 10.20 a.m. Both busses will
    depart from Lastenstrasse and will be marked with a PALFINGER sign. At the bus
    station, please take the "Lastenstrasse/ Schallmoos" exit.

    Please e-mail your binding registration for the shuttle bus to
    events@palfinger.com no later than March 4, 2020.

    Please note that guests will only be admitted to the Annual General Meeting with
    the company's prior approval.

    For information on barrier-free access to the AGM please send an e-mail to:
    events@palfinger.com


    Bergheim bei Salzburg, February 2020

    The Executive Board



    Further inquiry note:
    Hannes Roither | Company Spokesperson | PALFINGER AG
    T +43 662 2281-81100 | h.roither@palfinger.com


    end of announcement euro adhoc
    --------------------------------------------------------------------------------





    issuer: Palfinger AG
    Lamprechtshausener Bundesstraße 8
    A-5020 Salzburg
    phone: 0662/2281-81101
    FAX: 0662/2281-81070
    mail: ir@palfinger.com
    WWW: www.palfinger.ag
    ISIN: AT0000758305
    indexes:
    stockmarkets: Wien
    language: English


    Additional content: https://www.presseportal.de/pm/9286/4523967
    OTS: Palfinger Holding AG
    ISIN: AT0000758305




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    EANS-General Meeting Palfinger AG / Invitation to the General Meeting according to art. 107 para. 3 Companies Act - General meeting information transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is responsible for the content of this announcement. - 18.02.2020 PALFINGER AG Bergheim FN 33393 h, ISIN AT0000758305 Zwtl.: …