Pankl Racing Systems AG: Invitation to the Annual General Meeting

Kapfenberg (pta006/29.03.2017/08:00 UTC+2) 29th March 2017

Hereby, we invite our shareholders to the 19th Annual General Meeting of Pankl Racing Systems AG on Friday, 28 April 2017, at 10.00am at the Company's offices in 4 Industriestrasse West, 8605 Kapfenberg, Austria.

I. AGENDA

1. Report of the Management Board

2. Presentation of the annual financial statements including the status report and the corporate govern-ance report as well as the consolidated financial statements including the group status report, the dividend proposal and the Supervisory Board report for the fiscal year 2016

3. Motion regarding the use of the balance sheet profit for the fiscal year 2016

4. Motion regarding the discharge of the Management Board members for the fiscal year 2016

5. Motion regarding the discharge of the Supervisory Board members for the fiscal year 2016

6. Motion regarding the remuneration for members of the Supervisory Board for the fiscal year 2016

7. Election of the auditor and group auditor for the fiscal year 2017

8. Motion regarding
(i) the change of the Articles of Association in chapter 10 paragraph 1,
(ii) the change of the Articles of Association in chapter 22 paragraph 2

9. Elections into the Supervisory Board

II. AGM DOCUMENTATION AND INFORMATION
In particular, the following documents will be available to be reviewed from 7 April 2017 on our homep-age under the link http://www.pankl.com/Hauptversammlung (hardcopies will also be available at the AGM):
* Financial statements with status report
* Corporate governance report
* Consolidated financial statements with group status report
* Dividend distribution proposal
* Report of the Supervisory Board
each for the fiscal year 2016;
* Proposals for the motions regarding the agenda items 3 to 9
* Regarding agenda item 8, declarations of the candidates for the election into the Supervisory Board in accordance with chapter 87 paragraph 2 of the Austrian Public Companies Act (§87Abs2 AktG) with CVs
* Proxy form
* Form to revoke a proxy
* Complete text for convening this AGM

III. DATE OF VERIFICATION AND REQUIREMENTS FOR ATTENDANCE IN THE AGM
Shareholders are required to evidence their shareholding as of 18 April 2017 (end of business day, Date of Verification) to be able to attend the AGM, exercise the voting rights and other shareholder rights.
Only persons who hold shares in the Company on this date and who can proof that to the Company are entitled to take part in the AGM.
A depositary confirmation in accordance with chapter 10a of the Austrian Public Companies Act (§10a AktG) is required in written form to proof the shareholding and must be received by the Company by 25 April 2017 (24.00h) in one of the following manners only:
By post or Pankl Racing Systems AG
courier c/o Bieber Brix Mayer, public notaries, for the attention of Rupert Brix
Seilerstätte 28, 1010 Vienna, Austria
By email with qualified electronic signature to team-brix@wien1-notare.at
with the depositary confirmation to be attached in one of the following file formats: PDF, JPG, TXT, TIF
By SWIFT CENBATWW (Message Type MT599);
Please urgently quote the reference: ISIN AT0000800800

The shareholders are requested to arrange with their custody banks the issue and sending of depositary confirmations.
The Date of Verification does not have any impact on the saleability of shares and is of no relevance for the dividend entitlement.

Depositary Confirmation in accordance with Chapter 10a of the Public Companies Act (§10a AktG)
The depositary confirmation shall be issued by a custodian bank domiciled in the EU, the EEA or in a full OECD member state and shall contain the following:
* Information regarding the issuer: Name and address or customary transfer code used for identification purposes between banks (BIC)
* Information regarding the shareholder: Name and address, date of birth for natural persons, commer-cial register identification for legal entities
* Information regarding the shares: Number of shares of the shareholder, ISIN AT0000800800
* Deposit account number or any other appropriate description
* Date of the depositary confirmation.

The depositary confirmation shall refer to the Date of Verification (end of day), which is the 18 April 2017 (24.00h CEST, Vienna time).
The depositary confirmation shall be in the German or English language.
The shareholders and their representatives are requested to present an official, valid photo ID.

IV. REPRESENTATION BY PROXY AND APPROPRIATE PROCEDURE
Each shareholder who is entitled to take part in the AGM and has proven this to the Company in accord-ance with item III of this invitation may elect a proxy who takes part in the AGM on her/his behalf and who can exercise all rights which the shareholder herself/himself is entitled to.
The power of attorney shall be issued to one or more defined persons (natural person or legal entity) in writing (chapter 13 paragraph 2 of the Austrian Public Companies Act, §13Abs 2 AktG). The power of attorney can be granted before and during the AGM.
The power of attorney may be delivered to the Company in one of the following manners:
By post or courier Pankl Racing Systems AG
c/o Bieber Brix Mayer, public notaries, for the attention of Rupert Brix
Seilerstätte 28, 1010 Vienna
By telefax: +431 51246 1128
By email: team-brix@wien1-notare.at (proxies may be attached in the following file formats: PDF, JPG, TXT, TIF)

The power of attorney form shall be received by the Company by 27 April 2017, 16.00h. The power of attorney form may also be delivered to the Company in person on the day of the AGM at the registration point.
A power of attorney form and the form to revoke a proxy are available on the internet under the link http://www.pankl.com/Hauptversammlung. To avoid problems, we kindly request that only the provided forms are used.
The proxy forms provided give details of the power of attorney in particular regarding text format and contents.
Custody banks which were granted power of attorney by their clients (chapter 10a of the Austrian Public Companies Act, §10a AktG) only need to notify the Company of this in the course of the transfer of depositary confirmations according to item III.
Shareholders who have granted proxies may still exercise their rights in the AGM personally. A proxy shall be automatically cancelled if a shareholder appears at the AGM in person.
All of the above shall apply appropriately for revoking a proxy.

Independent Proxy
Shareholders may use the special service to appoint a representative from the shareholders' association IVA, 22 Feldmühlgasse, A-1130 Vienna, as their independent proxy. This representative is bound by the instructions of the represented shareholders. If you are interested in this service, please contact Mr Michael Knap from the IVA either directly - Tel. +43-1-8763343-30, Fax +43-1-8763343-39 or email michael.knap@iva.or.at or use the special power of attorney form which is available on the internet under the link http://www.pankl.com/Hauptversammlung.

V. REFERENCE TO THE SHAREHOLDERS' RIGHTS IN ACCORDANCE WITH CHAPTERS 109, 110, 118 AND 119 OF THE PUBLIC COMPANIES ACT (§§ 109, 110, 118, 119 AktG)
1. Additional Agenda Items from Shareholders According to Chapter 109 of the Austrian Public Companies Act (§109 AktG)
Shareholders, whose combined stake exceeds 5% of the share capital and who have been holding this stake for at least 3 months prior to the application described herein, may request in writing that additional agenda items shall be included in the agenda of the AGM and publicly announced as long as this application reaches the Company by 7 April 2017 (24.00h) at the address A-8605 Kapfenberg, Industriestrasse West 4, Investor Relations Department for the attention of Silke Pichler. Each such additional agenda item shall be accompanied by a proposal and the reasoning behind the proposal. In order to proof that the applying shareholders have been holding their shares for at least 3 months prior to their application, they have to present a confirmation of their depositary in accordance with chapter 10a of the Public Companies Act (§10a AktG) dated within 7 days from the day this confirmation is presented to the Company. For other requirements of depositary confirmations, please refer to the text regarding the right to attend the AGM
2. Shareholder Proposals Regarding Agenda Items According to Chapter 110 of the Austrian Public Companies Act (§110 AktG)
Shareholders, whose combined stake exceeds 1% of the share capital may request in writing that their motion proposals regarding any agenda item including the appropriate reasons shall be published on the Company's homepage provided this request has been received by the Company in writing by 19 April 2017 (24.00h) either via telefax on +43 3862 33999 181 or via post or personal delivery to A-8605 Kapfenberg, Industriestrasse West 4, Investor Relations Department for the attention of Silke Pichler, or by email to ir@pankl.com with the request being attached as a separate text file (e.g. a PDF document).
Regarding proposals for the election of members of the Supervisory Board the reasons for the pro-posal shall be replaced by the appropriate candidate declaration in accordance with chapter 87 paragraph 2 of the Public Companies Act (§87Abs2 AktG).
In order to proof that the applicants are shareholders, they have to present a confirmation of their deposi-tary in accordance with chapter 10a of the Public Companies Act (§10a AktG) dated within 7 days from the day this confirmation is presented to the Company. For other requirements of depositary confirmations, please refer to the text regarding the right to attend the AGM.
3. Information Right According to Chapter 118 of the Austrian Public Companies Act (§118 AktG)
In the AGM, each shareholder shall receive appropriate information about the Company's affairs at her/his request provided this information is necessary for the adequate assessment of an agenda item.
This obligation to provide information covers also legal relationships of the Company to group companies, the position of the Group and companies which are included in the consolidated financial statements.
Such information requests may be rejected if, based on a reasonable commercial assessment, the appropriate information may cause significant harm to the Company or any of its group companies. Information shall also be rejected if it is a criminal offence to provide such information.
The chairman of the AGM may impose reasonable time limits on shareholders' questions and statements in the AGM. In general, requests for information shall be made orally in the AGM, but may also be delivered in writing.
Questions which require lengthy preparation time shall be delivered to the Management Board in writing as text files ahead of the AGM in a timely manner so that the meeting can be held efficiently. Questions can be delivered to the Company by post, 8605 Kapfenberg, Industriestraße West 4, Investor Relations Department, Silke Pichler, or by email to ir@pankl.com.
4. AGM Motions in Accordance with Chapter 119 of the Austrian Public Companies Act (§119 AktG)
Every shareholder is entitled to present motions in the AGM to each agenda item no matter how many shares she/he owns. If there are more than one motion to an agenda item, the chairman of the AGM shall define the order at which these motions are voted on (chapter 119 paragraph 3 of the Austrian Public Companies Act, §119 Abs 3 AktG). A shareholder motion regarding the election of a member of the Supervisory Board requires in any case the timely delivery of a proposal in accordance with chapter 110 of the Public Companies Act (§110 AktG): Only shareholders, whose combined stake exceeds 1% of the share capital, may propose candidates for the election into the Supervisory Board (agenda item 9). Such proposals shall be received by the Company by 19 April 2017 in the manner described above (item V, paragraph 2). Each proposal shall be accompanied by the candidate's declaration in accordance with chapter 87 paragraph 2 of the Public Companies Act (§87Abs2 AktG) containing information on professional qualifications and occupations and all circumstances which may constitute a conflict of interest. If these rules are not complied with, the appropriate motion for election of a Supervisory Board member shall not be taken into account.
5. Information on the Homepage
Further information on these shareholder rights according to chapters 109, 110, 118 and 119 of the Aus-trian Public Companies Act (§§ 109, 110, 118, 119 AktG) are available on the internet under the link http://www.pankl.com/Hauptversammlung.

VI. FURTHER INFORMATION
Total Number of Shares and Voting Rights
At the time the AGM is convened, the share capital of the Company amounts to EUR 3,150,000 and is divided into 3,150,000 shares without nominal value. Each share represents one equal vote. At the time the AGM is convened, the total number of votes is 3,150,000. At the time the AGM is convened, the Company holds no own shares, neither directly nor indirectly.

Bruck/Mur in March 2017

The Management Board

(end)

Emitter:	Pankl Racing Systems AG Industriestraße West 4 8605 Kapfenberg Austria
Contact Person:	IR
Phone:	+43(0)3862 33 999-815
E-Mail:	ir@pankl.com
Website:	www.pankl.com
ISIN(s):	AT0000800800 (Share)
Stock Exchange(s):	Vienna Stock Exchange (Official Trade); Free Market in Berlin, Dusseldorf, Frankfurt, Hamburg, Munich, Stuttgart