PALFINGER AG (ii) for submission of the deposit receipt 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 MT598 or MT599, always state ISIN AT0000758305 in the text) A special proxy holder cannot be validly appointed or shareholders exercise their right to information without the deposit receipt being received by the company in due time. Shareholders are requested to contact their custodian banks and make arrangements for the issue and transfer of a deposit receipt. The record date has no effect on the shareholder's right to sell the shares and no relevance for any dividend entitlements. Deposit receipt in accordance with Sec. 10a of the Stock Corporation Act The deposit receipt 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 (Sec. 10a para. 2 of the Stock Corporation Act): * information on the issuer: name/company name and address or any code that is customarily used among credit institutions (SWIFT), * information on the shareholder: name/company name, address, date of birth in the case of natural persons, or, if applicable, register and registration number in the case of legal entities * information on the shares: number of ISIN AT0000758305 shares held by the shareholder (commonly used international securities identification number) * custody account number, securities identification number or other designation * date or time period to which the deposit receipt refers The deposit receipt used as evidence of the shareholding entitling the shareholder to attend the Annual General Meeting must refer to the close of the record date March 28, 2021 (24.00, Vienna time). A deposit receipt in the German or English language will be accepted. V. APPOINTMENT OF A SPECIAL PROXY HOLDER AND THE PROCEDURE TO BE FOLLOWED Each shareholder who is entitled to attend the virtual Annual General Meeting held in accordance with the Company Law COVID-19 Act and the Company Law COVID- 19 Regulation and has submitted proof thereof to the company pursuant to the specifications in Item IV of this Invitation is entitled to appoint a special proxy holder. Under Sec. 3 para. 4 of the Company Law COVID-19 Regulation, a shareholder can only propose a resolution, cast a vote, or raise an objection at the virtual Annual General Meeting of PALFINGER AG on April 7, 2021 through a special proxy holder. The following persons, who are suitable and independent of the company, are proposed as special proxy holders: (i) Dr Christoph Nauer LL.M. p. Adr. bpv Hügel Rechtsanwälte GmbH Enzersdorferstraße 4 2340 Mödling nauer.palfinger@hauptversammlung.at (ii) Dr. Christian Temmel MBA p. Adr. DLA Piper Weiss-Tessbach Rechtsanwälte GmbH Schottenring 14 1010 Vienna temmel.palfinger@hauptversammlung.at (iii) Fritz Ecker Mag. LLM.oec p. Adr. Oberhammer Rechtsanwälte GmbH Dragonerstraße 67A, WDZ 10 4600 Wels ecker.palfinger@hauptversammlung.at (iv) Thomas Niss MMag. MBA p. Adr. Coown Technologies GmbH Gußhausstraße 3/2a 1040 Vienna niss.palfinger@hauptversammlung.at Any shareholder can select one of the four aforementioned persons as their special proxy holder and grant this person a proxy. A special proxy form for appointing a special proxy holder is available on the company's website at www.palfinger.ag. We ask you to use this form. The specifications set forth in the Information on Participation document regarding the granting of proxies, the delivery options, and the deadlines must be followed. The proxy expressly may not be delivered in person at the meeting site. VI. INFORMATION ON SHAREHOLDERS' RIGHTS UNDER SECS. 109, 110, 118 AND 119 OF THE STOCK CORPORATION ACT 1. Additions to the agenda by shareholders pursuant to Sec. 109 of the Stock Corporation Act Shareholders who individually or jointly hold 5 percent 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 Annual General Meeting and be published, provided that such written request is delivered to the company no later than March 24, 2021 (24.00, Vienna time) exclusively to the address: 5101 Bergheim bei Salzburg, Lamprechtshausener Bundesstrasse 8, Investor Relations Department, attn. Mr Hannes Roither, or, if sent by e-mail, with a qualified electronic signature to the e-mail address h.roither@palfinger.com or by SWIFT to the address GIBAATWGGMS. "Written" means signed by hand or in the company name of the shareholder submitting the request, if by email, by qualified electronic signature or, if by SWIFT, by message type MT598 or MT599, and it is essential that ISIN AT0000758305 is mentioned in the text. Shareholders must also include proposed resolutions regarding each item on the agenda so requested, including a statement of grounds. The agenda item and the proposed resolution, but not the statement of grounds, must also be written in the German language. A deposit receipt pursuant to Sec. 10a of the Stock Corporation 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 be no more than seven days old at the time of submission to the company. Multiple deposit receipts for shares that only meet the 5 percent shareholding requirement when aggregated must refer to the same time (date and time of day). As regards the other requirements for the deposit receipt, please refer to the information on the right to attend the Annual General Meeting (Item IV of this Invitation). 2. Resolutions proposed by shareholders for inclusion on the agenda pursuant to Sec. 110 of the Stock Corporation Act Shareholders jointly holding at least 1 percent of the share capital are entitled to submit proposed resolutions 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 statement of grounds and any statements made by the Executive Board or the Supervisory Board be made available on the company website recorded in the commercial register, if this request is delivered to the company in text form no later than March 26, 2021 (24.00, Vienna time) either by telefax to +43 662 2281-81070 or to 5101 Bergheim bei Salzburg, Lamprechtshausener Bundesstrasse 8, Investor Relations Department, attn. Mr Hannes Roither, or by e-mail to h.roither@palfinger.com, in which case the request must be attached to the e-mail in text form, e.g. as a PDF file. If text form within the meaning of sec. 13 para. 2 of the Stock Corporation Act is prescribed for declarations, the declaration must be given in a document or in some other manner suitable for permanent reproduction in writing, the identity of the declarant must be given and the conclusion of the declaration must be made recognizable by reproduction of the signature or otherwise. The proposed resolution, but not the statement of grounds, must also be written in the German language. In case of a proposal requesting the election of a Supervisory Board member, the statement of grounds is to be replaced by a candidate statement pursuant to Sec. 87 para. 2 of the Stock Corporation Act. Shareholder status must be proven by submitting a deposit receipt in accordance with Sec. 10a of the Stock Corporation Act, which may not be older than seven days at the time of submission to the company. Multiple deposit receipts for shares that only meet the 1 percent shareholding requirement when aggregated must refer to the same time (date and time of day). As regards the other requirements for the deposit receipt, please refer to the information on the right to attend the Annual General Meeting (Item IV of this Invitation). 3. Information pursuant to Sec. 110 para. 2 sentence 2 in conjunction with Sec. 86 paras. 7 and 9 of the Stock Corporation Act The company hereby provides the following information regarding agenda Item 6. "Election to fill three seats on the Supervisory Board" and the potential submission of proposed nominations by shareholders in accordance with Sec. 110 of the Stock Corporation Act: Sec. 86 para. 7 of the Stock Corporation applies to PALFINGER AG. The Supervisory Board of PALFINGER AG currently consists of seven members elected by the Annual General Meeting (shareholder representatives) and three members delegated by the works council in accordance with Sec. 110 of the Austrian Labor Constitution Act (ArbVG). Of the seven shareholder representatives, there are five men and two women. The employee representatives are three men. It is noted that the majority of the shareholder representatives has filed an objection in accordance with Sec. 86 para. 9 of the Stock Corporation Act. Therefore, there must be separate compliance with the minimum quota requirement under Sec. 86 para. 7 of the Stock Corporation Act. Item 10.1 of the Articles of Association of PALFINGER AG provides that the Supervisory Board shall consist of four to eight members elected by the Annual General Meeting. 4. Shareholders' right to be informed under Sec. 118 of the Stock Corporation Act At the Annual General Meeting, 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 affiliated company as well as to the situation of the Group and of any companies included in the consolidated financial statements.
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March 09, 2021 01:56 ET (06:56 GMT)
