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
ISIN AT0000758305
INVITATION
We hereby invite our shareholders to the
Annual General Meeting of PALFINGER AG
to be held on Thursday, 8 March 2012, at 11.00 a.m.,
at the PALFINGER Service- und Democenter,
5020 Salzburg, F.-W.-Scherer-Strasse 24.
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 Management Board´s
proposal with respect to the distribution of profits and the report of the
Supervisory Board for the 2011 financial year
2. Resolution on the distribution of the net profit for the year
3. Resolution on the discharge of the members of the Management Board from
their responsibility for the 2011 financial year
4. Resolution on the discharge of the members of the Supervisory Board from
their responsibility for the 2011 financial year
5. Election of the auditor for the financial statements and the consolidated
financial statements for the 2012 financial year
AGM DOCUMENTS
The following documents will be available at the Company´s website
www.palfinger.com no later than 16 February 2012:
financial statements, including management report
corporate 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 2011 financial year;
proposals for resolution on agenda items 2-5
form for granting a proxy
form for granting a proxy to a representative of IVA
form for revoking a proxy
complete text of this invitation
INFORMATION ON SHAREHOLDERS´ RIGHTS PURSUANT TO SECS. 109, 110 AND 118 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 request in writing 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 16 February 2012 exclusively at the
address 5020 Salzburg, F.-W.-Scherer-Strasse 24, Corporate Communications
department, attn. Mr Hannes Roither. Shareholders must also indicate proposals
for resolutions 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 Annual General Meeting.
Shareholders holding jointly at least 1 per cent 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 28 February 2012 either by telefax at +43 662 46 84-2280 or at the address
5020 Salzburg, F.-W.-Scherer-Strasse 24, Corporate Communications department,
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 that the
shareholders are entitled to exercise their shareholders´ rights; 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 AGM.
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 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 27 February 2012 (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.
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 5 March 2012 exclusively at one of the addresses indicated below.
By post or
courier: PALFINGER AG
Corporate Communications
Attn. 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 certificate of deposit
must be attached to the e-mail in text form such as a PDF file
PALFINGER AG no longer accepts deposit certificates and statements pursuant to
sec. 114 para. 1, sentence four of the Companies Act transferred via an
international, particularly secure communications network of banks (SWIFT) as
other electronic communication channels (telefax and e-mail) are instead made
available. This is due to the fact that, for the two previous AGMs, PALFINGER
AG offered SWIFT as an electronic form of communication of which custodian
banks did not make use.
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 register and register number, if applicable, for legal
entities,
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 must refer to the
above-mentioned Qualifying Date 27 February 2012.
The certificate of deposit may be delivered in German or English.
Shareholders will not be blocked by registering for the AGM 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 AGM and/or submitting a
certificate of deposit.
REPRESENTATION BY AUTHORIZED REPRESENTATIVES
Shareholders entitled to attend the Annual General Meeting may appoint
representatives who will take part in the meeting on behalf of such shareholder
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:
Corporate Communications
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
At the date of the General Meeting exclusively:
In person: when registering for the AGM at the venue
A proxy form and a form for revoking the proxy 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 AGM upon
registration, it must be delivered to the Company no later than 7 March 2012 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 rights at the Annual General Meeting.
A special proxy form may be downloaded at the Company´s website at
www.palfinger.com/Hauptversammlung. Shareholders may also contact 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 AGM 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 AGM the Company holds 369,340 own shares that do not confer any
rights. The total number of shares giving their holders the right to attend and
vote at the AGM amounts to 35,360,660 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 Annual General Meeting.
Voting cards may be collected from 10.30 a.m. onwards.
Salzburg, February 2012
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