EANS-General Meeting: 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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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 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 personal data of shareholders is an unconditional requirement
for the attendance of the shareholders and their representatives at the AGM in
accordance with the Companies 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. They will receive
exclusively those personal data from PALFINGER AG which are necessary to
implement the service 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 Companies Act), and are therefore also entitled to access the
personal data listed therein (including name, residence, shareholding).
Furthermore, PALFINGER AG is under legal obligation to submit personal
shareholder data (including, without limitation, the list of participants) to
the commercial register as part of the notarized minutes (sec. 120 of the
Companies Act).
The shareholders' data are anonymized or deleted as soon as they are no longer
necessary with regard to 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 companies 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 the 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 contacting
PALFINGER AG by e-mail to datenschutz@palfinger.com [datenschutz@palfinger.com]
or at the following address:
PALFINGER AG
5101 Bergheim bei Salzburg, Lamprechtshausener Bundesstrasse 8
Telefax: +43 662 2281-81070
Moreover, the 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
At the date of convening the AGM, the Company's share capital amounts to EUR
37,593,258 and is divided into 37,593,258 no-par-value shares. Each share
entitles its holder to one vote. Hence, at the date of convening the AGM, the
total number of voting rights amounts to 37,593,258. At the date of convening
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 Hauptbahnhof (Vienna Central Station) at 7.06 am,
arrival at Salzburg Hauptbahnhof (Salzburg Main Station) at 9.38 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 Lengau and
back. Departure: 10.00 a.m.; the bus will depart at Lastenstrasse and will be
marked with a PALFINGER sign. At the station, please take the exit
"Lastenstrasse/ Schallmoos".
Please send your binding registration for the shuttle bus by e-mail to
b.kotesovec@scholdan.com [b.kotesovec@scholdan.com] no later than 28 February
2019.
After the AGM, we will offer guided tours of PALFINGER World. Please register by
e-mail to b.kotesovec@scholdan.com [b.kotesovec@scholdan.com] no later than 28
February 2019.
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:
b.kotesovec@scholdan.com [bianca.kotesovec@scholdan.com].
Bergheim near Salzburg, February 2019 The Executive Board
Further inquiry note:
Hannes Roither, PALFINGER AG
Company Spokesperson
Tel.: +43 662 2281-81100
mailto:h.roither@palfinger.com
www.palfinger.ag
end of announcement euro adhoc
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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
Original content of: Palfinger Holding AG, transmitted by news aktuell