09.02.2016,
12568 Zeichen
General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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\ncorporate governance report\nconsolidated financial statements, including consolidated management report\nproposal with respect to the distribution of profits\nreport of the Supervisory Board, each for the 2015 financial year;\nproposals for resolution on agenda items 2-8\nstatements 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\nform for granting proxy\nform for granting proxy to a representative of IVA\nform for revoking a proxy\ncomplete text of this invitation\n 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)\ninformation on the shareholder: (corporate) name, address, date of birth for natural persons, and register and register number, if applicable, for legal entities\ninformation on the shares: number of the shares held by the shareholder, ISIN AT0000758305\ndeposit number and/or other designation\ndate to which the certificate of deposit refers\n 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
end of announcement euro adhoc
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
Digital press kit: http://www.ots.at/pressemappe/1659/aom
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Palfinger
Akt. Indikation: 19.22 / 19.36
Uhrzeit: 13:02:03
Veränderung zu letztem SK: 0.16%
Letzter SK: 19.26 ( -0.21%)
Bildnachweis
1.
Palfinger AG mit neuer Adresse, Seite 2/2, komplettes Dokument unter http://boerse-social.com/static/uploads/file_292_palfinger_ag_mit_neuer_adresse.pdf
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