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Information according to Sec. 243a of the BusineSS Code
conSoliDateD MANAGEMENT REPORT / PERFORMANCE OF PALFINGER
The Management Board is authorized, for a period of five years from the date of the resolution,
according to sec. 65 para. 1b of the Companies Act, subject to the approval of the Supervisory
Board, to resolve on a method of selling and/or using own shares other than by sale via the stock
exchange or by public offer, also excluding the repurchase right (reverse subscription right) of shareholders,
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 or
third parties on the Company’s account.
In addition, by resolution of the Extraordinary General Meeting held on 3 November 2011, the
Management Board was authorized, according to sec. 169 of the Companies Act, to increase the
share capital subject to the approval of the Supervisory Board, by 31 October 2016 by up to
EUR 10 million by means of issuing up to 10,000,000 new ordinary bearer or registered shares
(no-par-value shares) against contributions in cash or in kind – in several tranches, if necessary – and
to determine the issue price, the terms of issue and any further details pertaining to the implementation
of the capital increase in agreement with the Supervisory Board. The Management Board was
also authorized to exclude the subscription right of shareholders, subject to the approval of the
Supervisory Board,
(i) if the capital increase is made against contributions in kind, which is to say that shares are
issued for the purpose of acquiring businesses, enterprises, business units or shares in one or
more companies in Austria or abroad or
(ii) if the capital increase is made for the purpose of listing the shares of the Company on a foreign
stock exchange or
(iii) in order to exempt any fractional amounts from the subscription rights of shareholders or
(iv) in order to service an over-allotment (greenshoe) option granted to issuing banks.
palfinger Annual Report 2011
65