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 to AGM
We hereby invite our shareholders to the Annual General Meeting of PALFINGER AG
to be held on Wednesday, 9 March 2016, at 11.00 a.m.,at the PALFINGER Service-
und Democenter, 5020 Salzburg, F.-W.-Scherer-Strasse 24.
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
2015 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 2015 financial year
4. Resolution on the discharge of the members of the Supervisory Board from
their responsibility for the 2015 financial year
5. Resolution on the remuneration of the members of the Supervisory Board
6. Election of the auditor of the financial statements and the consolidated
financial statements for the 2016 financial year
7. Election of Supervisory Board members
8. Resolution on the transfer of the registered office from Salzburg to
Bergheim near Salzburg, resolution on expanding the list of possible venues
for the AGM and resolution to amend Articles 1.2 and 17.3 of the Articles
of Association.
AGM DOCUMENTS
The following documents will be available at the Company's website
www.palfinger.ag no later than 17 February 2016:
* 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 2015 financial year;
* proposals for resolution on agenda items 2-8
* statements by the candidates for election to the Supervisory Board pursuant to
sec. 87 para. 2 of the Companies Act regarding agenda item 7, including CVs
* form for granting proxy
* form for granting 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, 118 AND 119 OF
THE COMPANIES ACT
Additions to the agenda made by shareholders
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 17 February 2016 exclusively at the
address 5020 Salzburg, F.-W.-Scherer-Strasse 24, or 5101 Bergheim near Salzburg,
Lamprechtshausener Bundesstrasse 8, Corporate Communications, attn. Mr Hannes
Roither. Shareholders must also indicate proposals for resolutions regarding
each item on the agenda so requested, including a statement of grounds. 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 submitted 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.
Resolution proposals by shareholders on items of the agenda
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. Such
request must be delivered to the Company in text form no later than 29 February
2016 either by telefax at +43 662-2281-81070 or at the address 5020 Salzburg,
F.-W.-Scherer-Strasse 24, or 5101 Bergheim near Salzburg, Lamprechtshausener
Bundesstrasse 8, 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.
In the case of a proposal for the election of a Supervisory Board member such
statement of grounds is to be replaced by the statement of the nominated
candidate pursuant to sec. 87 para. 2 of the Companies Act. A certificate of
deposit pursuant to sec. 10a of the Companies Act shall be submitted 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.
Right to be informed
At 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.
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.
For the sake of an efficient meeting, questions whose response needs longer
preparation must be submitted in text form to the Management Board in a timely
manner before the AGM. They may be delivered to the Company by post at the
address 5020 Salzburg, F.-W.-Scherer-Strasse 24, or 5101 Bergheim near Salzburg,
Lamprechtshausener Bundesstrasse 8, Corporate Communications, attn. Mr Hannes
Roither, or by e-mail to h.roither@palfinger.com.
Requests filed at the Annual General Meeting
Irrespective of their shareholdings in the Company, every shareholder has the
right to make requests on each item on the agenda to the Annual General Meeting.
Shareholder motions requesting the election of a Supervisory Board member shall
require the timely submission of a proposal for resolution pursuant to sec. 110
of the Companies Act: Candidates for Supervisory Board elections (agenda item 7)
may only be proposed by shareholders holding jointly at least 1 per cent of the
share capital. Candidate proposals must be received by the Company no later than
29 February 2016 in the above-stated manner and must be accompanied by a
candidate statement pursuant to sec. 87 para. 2 of the Companies Act, which
includes a description of the candidate's professional qualifications,
professional or comparable functions and any circumstances that could give
reason for concern in respect to potential bias or conflict of interest.
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.
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 28 February 2016 (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 shall be
submitted to evidence a shareholder's shareholding as at the Qualifying Date,
which shall be delivered to the Company no later than 4 March 2016 exclusively
at one of the addresses indicated below.
By post or PALFINGER AG
courier Corporate Communications
Attn. Mr Hannes Roither
5020 Salzburg, F.-W.-Scherer-Strasse 24
or
5101 Bergheim near Salzburg, Lamprechtshausener Bundesstr. 8
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
By SWIFT GIBAATWGGMS (message type to be used is MT598, always state
ISIN AT0000758305)
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 (BIC)
* 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 entitling the
shareholder to attend the AGM must refer to the above-mentioned Qualifying
Date 28 February 2016. The certificate of deposit may be delivered in German
or English.
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 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 or PALFINGER AG
courier Corporate Communications
Attn. Herrn Hannes Roither
5020 Salzburg, F.-W.-Scherer-Strasse 24
or
5101 Bergheim near Salzburg, Lamprechtshausener Bundesstr. 8
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 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 atwww.palfinger.ag.
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 8 March 2016 at
4 p.m.
The rules indicated above regarding the granting of proxy apply mutatis mutandis
to its revocation.
INDEPENDENT PROXY
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 from the Company's website
atwww.palfinger.ag/en/investor-relations/shareholder-meeting. 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 to michael.knap@iva.or.at.
TOTAL NUMBER OF SHARES AND VOTING RIGHTS
At the date of convening the AGM the Company's share capital of EUR 37,593,258
is divided into 37,593,258 no-par-value shares. Each share grants one vote. At
the date of convening the AGM the Company holds 282,756 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 37,310,502 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
and produce a valid ID card upon registration. Voting cards may be collected
from 10.15 a.m. onwards.
Salzburg, February 2016
The Management Board
Further inquiry note:
Hannes Roither, PALFINGER AG
Unternehmenssprecher
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
sector: Machine Manufacturing
ISIN: AT0000758305
indexes: Prime Market
stockmarkets: official market: Wien
language: English
Original-Content von: Palfinger Holding AG, übermittelt durch news aktuell