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