Publication of the resolution of the Annual General Meeting, held on 20 March 2019, on the authorization to acquire own shares

PALFINGER AG
Bergheim
FN 33393 h, ISIN AT0000758305

Publication of the resolution of the Annual General Meeting, held on 20 March 2019,
on the authorization to acquire own shares
pursuant to sec. 65 para. 1 sub-para. 8 as well as para. 1a and para. 1b of the (Austrian)
Companies Act (AktG) in conjunction with sec. 82 para. 9 (Austrian) Stock Exchange Act
(BörseG) and sec. 3 para. 1 (Austrian) Publication Regulation (VeröffentlichungsV)

The Annual General Meeting (AGM) of PALFINGER AG, headquartered in Bergheim, adopted the following resolution regarding agenda item 6 on 20 March 2019:

a) Pursuant to sec. 65 para. 1 sub-para. 8 as well as para. 1a and para. 1b of the Companies Act, the Executive Board is authorized to acquire no-par-value bearer shares of the Compa-ny, in an amount not exceeding 10 per cent of the share capital of the Company, via the stock exchange as well as over the counter, also from individual shareholders or a single shareholder; said authorization is to remain valid for a period of 30 months from 20 March 2019, i.e. until 19 September 2021. The consideration payable may not be lower than EUR 10.00 (ten euros) per share or higher than EUR 100.00 (one hundred euros) per share. Trading in own shares shall be excluded as a purpose of the acquisition. The authorization may be exercised in full or in part or in several tranches and in pursuit of one or several purposes by the Company, a subsidiary (sec. 189a sub-para. 7 of the [Austrian] Business Code [UGB]) or third parties for the Company’s account.

b) The Executive Board of PALFINGER AG may resolve on the acquisition of shares via the stock exchange but must subsequently inform the Supervisory Board of such resolution. The acquisition of shares over the counter is subject to the prior approval of the Supervisory Board. If shares are acquired over the counter, the proportionate selling right may be excluded (exclusion of reverse subscription right).

c) The Executive Board is authorized, for a period of five years from the date of this resolution, pursuant to sec. 65 para. 1b of the Companies Act, subject to the approval of the Supervisory Board, to adopt a resolution on a method of selling and/or using own shares other than by sale via the stock exchange or by public offer, applying the rules on the exclusion of the shareholders’ subscription rights with the necessary modifications, and to determine the conditions of sale. The authorization may be exercised in full or in part or in several tranches and in pursuit of one or several purposes by the Company, a subsidiary (sec. 189a sub-para. 7 of the Business Code) or third parties for the Company’s account.

d) Moreover, the Executive Board is authorized, subject to the approval of the Supervisory Board, to reduce share capital, if necessary, by redeeming these own shares pursuant to sec. 65 para. 1 sub-para. 8 last sentence in conjunction with sec. 122 of the Companies Act without any further resolution by the AGM being required. The Supervisory Board is authorized to resolve on amendments to the Articles of Association which result from the redemption of shares.

Bergheim near Salzburg, March 2019

The Executive Board