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Palfinger Holding AG

EANS-General Meeting: Palfinger AG
Invitation to the General Meeting

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  General meeting information transmitted by euro adhoc. The issuer is
  responsible for the content of this announcement.
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PALFINGER AG
                              Salzburg, FN 33393 h

                                   Invitation

We hereby invite our shareholders to the

                  Extraordinary General Meeting of PALFINGER AG

to be held on Thursday, 3 November 2011, at 11.00 a.m.,
at the PALFINGER Service- und Democenter,
5020 Salzburg, F.-W.-Scherer-Strasse 24.


 1. Resolution to authorize the Management Board to acquire own shares  pursuant
    to sec. 65 para. 1 sub-para. 8 as well as paras. 1a and 1b of the  Companies
    Act (AktG), in an amount not exceeding 10% of  the  share  capital  via  the
    stock exchange as well as over the counter, at the same time authorizing the
    Management Board pursuant to sec. 65  para.  1b  of  the  Companies  Act  to
    resolve on a method of selling and/or using own shares other  than  by  sale
    via the stock exchange or by public offer as well as  resolution  to  change
    Article 4 (Share Capital) of the Articles of Association.

 2. Resolution to create a new Authorized Capital, including  the  authorization
    to exclude the subscription right of shareholders and including  the  option
    to issue new shares against contributions in kind [Authorized Capital  2011]
    as well as resolution to change Article 4 (Share Capital) of the Articles of
    Association.


EGM DOCUMENTS


The following documents will be available for inspection by shareholders at  the
Company´s  premises  at  its  headquarters  in  5020  Salzburg,   F.-W.-Scherer-
Strasse 24,  Corporate  Communications,  Mr Hannes  Roither,   no   later   than
13 October 2011:

 • Resolution proposals on agenda items 1-2
 • Report of the Management Board on agenda item 1 regarding the  authorization
   of the Management Board to acquire own shares  (sec. 65  1b  in  conjunction
   with sec. 153 para. 4 of the Companies Act)
 • Report of the Management Board on agenda item 2 regarding the  authorization
   of the Management Board to issue  new  shares,  excluding  the  subscription
   right of shareholders (sec. 170 para. 2 in conjunction with sec. 153 para. 4
   of the Companies Act)

Upon request, shareholders will be  sent  copies  of  these  documents,  without
delay and free of charge.

These documents as well as the complete text of this invitation  and  the  forms
for granting and for revoking  a  proxy  will  be  available  at  the  Company´s
website www.palfinger.com no later than  13 October  2011  and  at  the  General
Meeting.

Information on shareholders´ rights pursuant to secs. 109, 110 and  118  of  the
Companies Act

Shareholders who jointly hold at least 5% 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 request in writing that additional items be put  on  the
agenda of this EGM and be  published  provided  that  such  written  request  is
delivered to the Company no  later  than  15 October  2011  exclusively  at  the
address  5020  Salzburg,  F.-W.-Scherer-Strasse  24,  Corporate  Communications,
Attn:  Mr Hannes  Roither.  Shareholders  must  also  indicate   proposals   for
resolution  regarding  each  item  on  the  agenda  so  requested,  including  a
statement of grounds. If bearer shares have been  deposited,  a  certificate  of
deposit (Depotbestätigung) 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  shall  be  sufficient  to  evidence
shareholder status; this certificate shall not be older than seven days  at  the
time of it being submitted to the Company. As regards the other requirements  of
the certificate of deposit, please refer to the  information  on  the  right  to
attend the General Meeting.

Shareholders holding jointly at least 1% of the share capital  are  entitled  to
submit proposals  for  resolution  on  any  item  of  the  agenda,  including  a
statement of grounds, in text form and demand  that  such  proposals,  including
the grounds therefor, be made available on the website of the  Company  together
with a statement by the Management or Supervisory  Board,  if  applicable.  Such
request must be delivered to the Company in text form no later  than  21 October
2011 either by telefax at +43 662 46 84 - 2280 or to the address 5020  Salzburg,
F.-W.-Scherer-Strasse 24, Corporate Communications, Attn: Mr Hannes Roither,  or
by e-mail to   h.roither@palfinger.com,  in  which  case  such  request  must  be
attached to the e-mail in text form, such as a PDF file. If bearer  shares  have
been deposited, a certificate of deposit pursuant to sec. 10a of  the  Companies
Act shall be sufficient to evidence shareholder status; this  certificate  shall
not be older than seven days at the time of it being submitted to  the  Company.
As regards the other requirements of the certificate of  deposit,  please  refer
to the information on the right to attend the General Meeting.

Each shareholder has the right to be informed on any matters pertaining  to  the
Company if so requested provided  that  such  information  is  necessary  for  a
proper opinion regarding a particular agenda item.

Additional information on such rights of  shareholders  pursuant  to  secs. 109,
110 and 118 of the Companies Act  is  available  as  of  now  at  the  Company´s
website www.palfinger.com.


Qualifying date and right to attend the general meeting


The shareholders´ rights to attend the  General  Meeting  and  to  exercise  the
voting right and the other shareholder rights to be asserted in  the  course  of
the General Meeting are governed by their  shareholdings  as  of  the  close  of
24 October 2011 (Qualifying Date).

The General Meeting may only be attended by  persons  who  are  shareholders  at
such Qualifying Date and who provide evidence thereof to the Company.

In the case of deposited bearer shares a  certificate  of  deposit  pursuant  to
sec. 10a of the Companies Act shall be sufficient to  evidence  a  shareholder´s
shareholding as of the Qualifying Date, which shall be delivered to the  Company
no later than 28 October 2011 exclusively at  one  of  the  addresses  indicated
below.

By post     PALFINGER AG

      Corporate Communications
      Attn: Mr Hannes Roither
      F.-W.-Scherer-Strasse 24
      5020 Salzburg


By SWIFT    GIBAATWGGMS
      Message type to be used is MT598
      Always state ISIN AT0000758305


By telefax  +43 (0)1 8900 500 78

By e-mail    anmeldung.palfinger@hauptversammlung.at; the certificate of  deposit
             must be attached to the e-mail in text form such as a PDF file



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 (SWIFT code)
 • information on the shareholder: (corporate) name, address, date of birth  for
   natural persons, and register and register number, if applicable,  for  legal
   entities
 • information on the shares: number of 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  must  refer  to  the
above-mentioned Qualifying Date 24 October 2011.

The certificate of deposit may be delivered in German or English.

Shareholders  will  not  be  blocked  by  registering  for  the  EGM  and/or  by
submitting a certificate of deposit, which is why they may  continue  to  freely
dispose of their shares also after registering for the EGM and/or  submitting  a
certificate of deposit.

REpresentation by authoriZed representatives

Shareholders entitled to attend the Extraordinary General  Meeting  may  appoint
representatives  who  will  take  part  in  the  meeting  on  behalf   of   such
shareholders and have the same rights as the shareholders whom they represent.

Proxy must be given to a specific person (natural person  or  legal  entity)  in
text form; also several persons may be authorized.

Such proxy must be delivered to the Company exclusively at one of the  addresses
indicated below:

By post     PALFINGER AG

      Corporate Communications
      Attn: Mr Hannes Roither
      F.-W.-Scherer-Strasse 24
      5020 Salzburg

By telefax  +43 (0)1 8900 500 78

By e-mail    anmeldung.palfinger@hauptversammlung.at; the proxy must be  attached
             to the e-mail in text form such as a PDF file

In person:  when registering for the EGM at the venue


A proxy form and a form for revoking the proxy (only available in  German)  will
be sent to shareholders upon request and may be downloaded  from  the  Company´s
website at www.palfinger.com.

If such proxy  is  not  personally  delivered  at  the  date  of  the  EGM  upon
registration, it must be delivered to the Company no later than 2 November  2011
at 4 p.m.

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

In case  shareholders  have  granted  proxy  to  their  custodian  bank,  it  is
sufficient if the latter declares, in addition to delivery  of  the  certificate
of deposit, that it has been given proxy. With regard to the  delivery  of  such
authorization, sec. 10a para. 3 of the Companies Act applies mutatis mutandis.

As a special service a representative of  the  "Interessenverband  für  Anleger"
(IVA, Austrian Association of  Investors),  1130  Vienna,  Feldmühlgasse 22,  is
available to shareholders as an independent proxy  bound  by  the  shareholders´
instructions for exercising their voting  right  at  the  Extraordinary  General
Meeting. A special proxy form (only available in German) may  be  downloaded  at
the Company´s  website  at  www.palfinger.com.  Shareholders  may  also  contact
Mr Michael Knap of the IVA directly by calling +43-1-8763343-0, by fax at +43-1-
8763343-49 or by e-mail  michael.knap@iva.or.at.


TOTAL NUMBER OF SHARES AND VOTING RIGHTS


At the date of convening the EGM the share capital of  the  Company  is  divided
into 35,730,000 no-par-value shares. Each share grants one vote. At the date  of
convening the EGM the Company holds 328,000 own shares that do  not  confer  any
rights. The total number of shares giving their holders the right to attend  and
vote at the EGM amounts to 35,402,000 at the date of convening the Meeting.

In order to avoid delays at the  entrance  checks,  shareholders  are  asked  to
present themselves in due time before the start  of  the  Extraordinary  General
Meeting. Voting cards may be collected from 10.30 a.m. onwards.

Salzburg, October 2011

                              The Management Board


Further inquiry note:
Hannes Roither, PALFINGER AG
Unternehmenssprecher
Tel.: +43 662 46 84-2260
mailto:h.roither@palfinger.com
www.palfinger.com

end of announcement                               euro adhoc 
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issuer:      Palfinger AG
             F.-W.-Schererstraße 24
             A-5020 Salzburg
phone:       0662/4684 2261
FAX:         0662/4684 2280
mail:         c.rendl@palfinger.com
WWW:      www.palfinger.com
sector:      Machine Manufacturing
ISIN:        AT0000758305
indexes:     ATX Prime, Prime Market
stockmarkets: official market: Wien 
language:   English

Original content of: Palfinger Holding AG, transmitted by news aktuell

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