NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW

PALFINGER AG: LAUNCH OF SALE OF TREASURY SHARES THROUGH ACCELERATED BOOKBUILDING PROCEDURE

Bergheim, Austria, 28 July 2025 – Today, the Executive Board of PALFINGER AG (FN 33393h; the “Company”) decided to offer up to 2,826,516 treasury shares (ISIN AT0000758305), i.e. up to 7.5% of the Company’s share capital, by means of an accelerated private placement (accelerated bookbuilding) vis-à-vis institutional investors. The private placement is subject to an exclusion of subscription rights (purchase rights) of existing shareholders. The exclusion of subscription rights is based on the authorization granted by the 37^th Annual General Meeting on April 3, 2025, authorizing the Executive Board, with the consent of the Supervisory Board, inter alia to sell and use treasury shares of the Company subject to an exclusion of purchase rights of existing shareholders. On April 7, 2025, the Company had published a written report in accordance with Sections 65 (1b), 171 (1) and 153 (4) (2) of the Austrian Stock Corporation Act on the exclusion of purchase rights in the event of a possible sale of treasury shares. The Company's Supervisory Board consented to the exclusion of purchase rights by resolution of 28 July 2025.

The accelerated bookbuilding procedure will be initiated immediately. The final number of treasury shares to be sold as well as the price per share will be determined by the Executive Board of PALFINGER AG and announced after completion of the accelerated bookbuilding procedure.

In case of a successful placement, the net proceeds from the sale of treasury shares are intended to be used by the Company, among other things, to expand service structures in Europe and North America, realize further growth opportunities particularly in North America and Asia, intensify its activities in the defense business, and strengthen the Company’s capital structure.

DISCLAIMER
 
This publication is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this publication may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the treasury shares or possession or distribution of this publication in any jurisdiction where action for that purpose is required.
 
This publication does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, South Africa, Japan or any other jurisdiction and the securities referred to herein have not been registered under the securities laws of any such jurisdiction. The treasury shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any State or any other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of, the Securities Act and in compliance with all applicable securities laws of any State or any other jurisdiction of the United States. No public offering of securities is being made in the United States or in any other jurisdiction.
 
This publication has been prepared solely for the purpose of complying with mandatory laws. The information set forth herein must not be distributed in any jurisdiction where such distribution is unlawful, and any recipients are requested to inform themselves about and to observe such restrictions.
 
A sale of the shares referred to herein by PALFINGER AG will only be made in accordance with all applicable corporate and securities laws. Any shares referred to herein will exclusively be offered or sold in reliance on any applicable exemptions from prospectus or registration requirements in any jurisdiction. In member states of the European Economic Area, this publication is only addressed to and directed at persons who are ‘qualified investors’ within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). In the United Kingdom, this publication is only addressed to and directed at qualified investors within the meaning of the Prospectus Regulation, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA"), who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) falling within article 49(2)(a) to (d) (high net worth companies, incorporated associations, etc.) of the Order, or (iii) to whom it may otherwise be lawfully communicated; any other persons in the United Kingdom should not take any action on the basis of this publication and should not act on or rely on it.
 
This publication does not constitute a recommendation concerning the private placement. Potential investors should consult their professional advisors as to the suitability of the private placement for the entity or person concerned.
 
Each of the banks accompanying the placement is acting for the Company only in connection with the private placement and no one else, and will not be responsible to anyone other than the Company for providing the protections offered to clients nor for providing advice in relation to the private placement treasury shares or the private placement, the contents of this publication or any transaction, arrangement or other matter referred to in this publication. In connection with the private placement, the banks accompanying the placement or any of their respective affiliates may take up a portion of the treasury shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for its own account such treasury shares and other securities of the Company or related investments in connection with the private placement. or otherwise. Accordingly, references in this announcement to the treasury shares being sold, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, any of the banks accompanying the placement or any of their affiliates acting in such capacity.  In addition, the banks accompanying the placement or any of their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of securities. Such banks and their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the banks accompanying the placement or any of their respective affiliates or any of its or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the release) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.