EANS-General Meeting: Palfinger AG / Invitation to the GeneralMeeting 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.
19.02.2019
PALFINGER AG
Bergheim
FN 33393 h, ISIN AT0000758305
Invitation to AGM
We hereby invite our shareholders to the Annual General Meeting of PALFINGER AG to be held on Wednesday, 20 March 2019, at 11.00 a.m., at PALFINGER’s Brand World in 5211 Lengau, Kapellenstrasse 18, a production site of an Austrian group company.
I. AGENDA
1. Presentation of the financial statements, including the management report and the corporate governance report, the consolidated financial statements, including the consolidated management report, the proposal with respect to the distribution of profits and the report of the Supervisory Board for the 2018 financial year
2. Resolution on the distribution of the net profit for the year
3. Resolution on the discharge of the members of the Executive Board from their responsibility for the 2018 financial year
4. Resolution on the discharge of the members of the Supervisory Board from their responsibility for the 2018 financial year
5. Election of the auditor of the financial statements and the consolidated financial statements for the 2019 financial year
6. Resolution on the authorization of the Executive Board
a) to acquire own shares pursuant to sec. 65 para. 1 sub-para. 8 as well as para. 1a and para. 1b of the (Austrian) Companies Act (AktG), in an amount not exceeding 10 per cent of the share capital via the stock exchange as well as over the counter, also excluding the proportionate selling right, which may arise in connection with such acquisition (exclusion of reverse subscription rights),
b) pursuant to sec. 65 para. 1b of the Companies Act, to resolve on a method of selling own shares other than by sale via the stock exchange or by public offer, applying the rules related to the exclusion of the shareholders’ subscription rights with the necessary modifications,
c) to reduce the share capital by redeeming these own shares without any further resolution by the AGM being required.
II. AGM DOCUMENTS; PROVIDING INFORMATION AT THE WEBSITE
The following documents will be available at the Company’s website www.palfinger.ag [http://www.palfinger.ag/], which has been entered in the commercial register, no later than 27 February 2019:
financial statements, including management reportcorporate governance report
* consolidated financial statements, including consolidated management report
* proposal with respect to the distribution of profits
* report of the Supervisory Board,
each for the 2018 financial year;
* resolution proposals on agenda items 2 – 6
* report of the Executive Board on agenda item 6 pursuant to sec. 65 para. 1 sub-para. 8 as well as para. 1a and para. 1b of the Companies Act – exclusion of (reverse) subscription rights, acquisition of own shares
* form for granting proxy
* form for granting proxy to Dr. Michael Knap
* form for revoking a proxy
* complete text of this invitation
III. QUALIFYING DATE AND PREREQUISITES FOR ATTENDING THE ANNUAL GENERAL MEETING The shareholders’ rights to attend the Annual General Meeting and to exercise the voting right and the other shareholder rights to be asserted in the course of the Annual General Meeting are governed by their shareholdings as of the close of 10 March 2019 (Qualifying Date).
The Annual General Meeting may only be attended by persons who are shareholders at such Qualifying Date and who provide evidence thereof to the Company.
A certificate of deposit pursuant to sec. 10a of the Companies Act must be submitted to provide evidence of the shareholder’s shareholding as at the Qualifying Date, which is to be delivered to the Company no later than 15 March 2019 (24.00 CET = Vienna time) exclusively via one of the communication channels and corresponding addresses indicated below:
(i) for submission of the certificate of deposit in text form as specified to be sufficient pursuant to 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 certificate of deposit as PDF file)
(ii) for submission of the certificate of deposit 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 or 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 certificate of deposit.
The Qualifying Date has no effect on the shareholders’ right to sell the shares and no relevance for any dividend entitlements.
Certificates of deposit pursuant to sec. 10a of the Companies Act The certificate of deposit 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: corporate name and address or any code that is customarily used among credit institutions
* information on the shareholder: (corporate) name, address, date of birth for natural persons, and, if applicable, register and register number under which legal entities are kept in their country of origin
* information on the shares: number of the shares held by the shareholder, ISIN AT0000758305,
* deposit number and/or other designation
* date to which the certificate of deposit refers
The certificate of deposit as evidence of the shareholding entitling the shareholder to attend the AGM must refer to the above-mentioned Qualifying Date 10 March 2019 (24.00 CET = Vienna time).
The certificate of deposit may be delivered in German or English.
Proof of identity
Shareholders and their authorized representatives are requested to show a valid ID upon registration.
If you attend the AGM as a representative, please also bring the proxy in addition to your 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.
Proxy must be given to a specific person (natural person or legal entity) in text form (sec. 13 para. 2 of the Companies Act); also several persons may be authorized.
Proxy may be granted before or during the Annual General Meeting.
For the delivery of proxies, the following communication channels and addresses are available:
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)
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 19 March 2019 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/] To ensure smooth admission proceedings, we kindly ask you to use these forms at all times.
Details on granting proxy, in particular as to the text form and the subject matter, can be found in the proxy form made available to shareholders.
If a shareholder has granted proxy to his/her custodian bank (sec. 10a of the Companies Act), it is sufficient for the bank, in addition to submitting the certificate of deposit, to declare that it has been granted 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 proxy. Personal attendance will be regarded as a revocation of a previously granted proxy.
The rules indicated above regarding the granting of proxy apply mutatis mutandis to its revocation.
Please bear in mind that in principle, for organizational reasons, a maximum of two persons (one shareholder and his/her authorized representative or, instead of the shareholder, two authorized representatives) per certificate of deposit will be admitted.
Independent proxy
As a special service Dr. Michael Knap is available to shareholders as an independent proxy bound by the shareholders’ instructions for exercising 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 to michael@michael-knap.at [michael@michael-knap.at].
V. INFORMATION ON SHAREHOLDERS’ RIGHTS PURSUANT TO SECS. 109, 110, 118 AND 119 OF THE COMPANIES ACT
1. Additions to the agenda made by shareholders pursuant to sec. 109 of the Companies Act
Shareholders who jointly hold at least 5 per cent 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 27 February 2019 (24.00 CET = Vienna time) exclusively at the address 5101 Bergheim bei Salzburg, Lamprechtshausener Bundesstrasse 8, Corporate Communications, Marketing & Sustainability, attn. Mr Hannes Roither. Shareholders must also indicate resolution proposals regarding each item on the agenda so requested, including a statement of grounds. A certificate of deposit pursuant to sec. 10a of the Companies 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 not be older than seven days at the time of submission to the Company. As regards the other requirements of the certificate of deposit, please refer to the information on the right to attend the Annual General Meeting (Item III).
2. Resolution proposals by shareholders on items of the agenda pursuant to sec. 110 of the Companies Act
Shareholders holding jointly at least 1 per cent of the share capital are entitled to submit resolution proposals on any item of the agenda, including a statement of grounds, in text form and to demand that such proposals, including the names of the respective shareholders, the grounds therefor and any statements made by the Executive Board or the Supervisory Board be made available on the Company website that has been entered in the commercial register. Such request must be delivered to the Company in text form no later than 11 March 2019 (24.00 CET = Vienna time) either by telefax at +43 662 2281-81070 or at the address 5101 Bergheim bei Salzburg, Lamprechtshausener Bundesstrasse 8, Corporate Communications, Marketing & Sustainability, attn. Mr Hannes Roither, or by e-mail to h.roither@palfinger.com [h.roither@palfinger.com], in which case such request must be attached to the e-mail in text form, such as a PDF file.
In case of a proposal requesting the election of a Supervisory Board member, the statement of grounds will be replaced by a candidate statement pursuant to sec. 87 para. 2 of the Companies Act.
A certificate of deposit pursuant to sec. 10a of the Companies Act must be submitted to provide evidence that the shareholders are entitled to exercise their shareholders’ rights; this certificate may not be older than seven days at the time of submission to the Company. As regards the other requirements of the certificate of deposit, please refer to the information on the right to attend the AGM (Item III).
3. Shareholders’ right to be informed pursuant to sec. 118 of the Companies 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 associated company as well as to the position 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 associated 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 in text form to the Executive Board in a timely manner before the AGM. They may be delivered to the Company by post at the address 5101 Bergheim bei Salzburg, Lamprechtshausener Bundesstrasse 8, Corporate Communications, Marketing & Sustainability, attn. Mr Hannes Roither, or by e-mail to h.roither@palfinger.com [h.roither@palfinger.com].
4. Requests filed at the Annual General Meeting pursuant to sec. 119 of the Companies Act
Irrespective of their shareholdings in the Company, every shareholder has the right to make requests regarding each item on the agenda at the Annual General Meeting. If several requests 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 Companies Act.
5. Information at the Company’s website
Additional information on shareholders’ rights pursuant to secs. 109, 110, 118 and 119 of the Companies Act is available as of now at the Company’s website www.palfinger.ag [http://www.palfinger.ag/].
6. Information on the protection of shareholder data
PALFINGER AG processes the personal data of its shareholders (including, but not limited to, those pursuant to sec. 10a para. 2 of the Companies Act, i.e. name, address, date of birth, securities deposit 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
Hannes Roither, PALFINGER AG
Company Spokesperson
Tel.: +43 662 2281-81100
mailto: h.roither@palfinger.com
www.palfinger.ag
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