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-------------------------------------------------------------------------------- ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------------
We would like to invite our shareholders to the of Kapsch TrafficCom AG on Wednesday, August 25, 2010 at 10.00 a.m., in the conference room of Kapsch TrafficCom AG, 1120 Vienna, Am Europlatz 2.
1. Presentation of the annual financial statements including the management report and the corporate governance report, the consolidated financial statements including the management report for the Group, the proposed allocation of profit and the report of the Supervisory Board for the business year 2009/2010 2. Resolution on the allocation of the profit for the financial year shown in the Annual financial Statements 3. Resolution on the formal approval of the action of the members of the Management Board for the business year 2009/2010 4. Resolution on the formal approval of the action of the members of the Supervisory Board for the business year 2009/2010 5. Appointment of the auditors and the Group auditors for the business year 2010/2011 6. Election to the Supervisory Board 7. Resolution on the alteration of the Articles of Association in sections 5, 11, 12, 13, 14 and 16, in particular the adjustments to the changes statutory provisions - Amending Law to Stock Corporation law 2009
DOCUMENTATION FOR THE ANNUAL GENERAL MEETING The following documents will be available for inspection by the shareholders in the premises at the seat of the Company Am Europlatz 2, 1120 Vienna, Austria, Investor Relations department, Mr. Marcus Handl starting on August 4, 2010 at the latest:
annual financial statements and management report, corporate governance report, consolidated financial statements and management report for the Group, proposal for the allocation of profit, report of the Supervisory Board, each for the business year 2009/2010; proposed resolutions as to the items 2 - 7 of the agenda, Articles of Association with proposed amendments highlighted, Statements of the nominees for the election to the Supervisory Board according to TOP 6 in accordance with section 87, paragraph 2 of the Stock Corporation Act.
These documents as well as the full text of this invitation and the form for the grant and revocation of a proxy will be made available online at www.kapsch.at on August 4, 2010 at the latest and will also be available during the annual general meeting.
NOTICE OF THE RIGHTS OF THE SHAREHOLDERS IN ACCORDANCE WITH SECTION 109, 110 AND 118 OF THESTOCK CORPORATION ACT Shareholders whose shares together amount to 5 % of the share capital and who have been holders of these shares for a period of the last three months before the application, may request in writing the additional items be included in the agenda for this annual general meeting and that an announcement be made in this respect, provided such request is received by the company in writing no later than 4 August 2010 and exclusively to the address Am Europlatz 2, 1120 Vienna, Austria, Investor Relations department, Mr. Marcus Handl. Shareholders must also indicate proposals for resolutions regarding each item on the agenda so requested, including a statement of grounds. In case of deposited bearer shares a deposit certificate (Depotbestätigung) pursuant to Sec. 10a of the Austrian Stock Corporation Act shall be sufficient to evidence that the shareholders making such requests have held their shares for at least three months prior to making such requests, and 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 Annual General Meeting.
Shareholders whose shares together amount to 1 % of the equity capital may transmit written proposals for resolutions for each item on the agenda including reasons therefore and may request that such proposal including the reasons be made available on the website of the Company, provided such request is received by the Company no later than August 16, 2010 via fax at +43(0)50811 1709 or via mail to Am Europlatz 2, 1120 Vienna, Austria, Investor Relations department, Mr. Marcus Handl or via e-mail to email@example.com, whereas the request must be in a text format, e.g. PDF, and attached to the e-mail. The shareholders, in order to be able to exercise shareholder´s rights, must provide evidence of their capacity as shareholder by providing a safe custody receipt in accordance with section 10a of the Stock Corporation Act for deposited bearer shares; such receipt should be issued no later than 7 days before its presentation to the Company. The other requirements for the safe custody receipt are included in the statements concerning the entitlement to participate in the annual general meeting.
If interim certificates have been issued, the listing in the register of shareholders is relevant and separate registration is not required to participate in the Annual General Meeting.
Upon request, each shareholder is entitled to receive information on the matters of the Company during the annual general meeting, to the extent such information is necessary for the proper evaluation of an item on the agenda.
Additional information on the rights of the shareholders in accordance with sections 109, 110 and 118 of the Stock Corporation Act are available on the website of the Company, www.kapsch.at.
RECORD DATE AND PARTICIPATION IN THE ANNUAL GENERAL MEETING The entitlement to participate in the annual general meeting and to exercise the voting right and all the other shareholders` rights to be asserted in connection with the annual general meeting is subject to the shareholding at the end of August 15, 2010 (record date).
Only persons who are shareholders on the record date and provide evidence therefore shall be entitled to participate in the annual general meeting.
Deposited bearer shares In case of deposited bearer shares, the shareholding as of the record date may be evidenced by a safe custody receipt in accordance with section 10a of the Stock Corporation Act, to be received by the Company no later than August 20, 2010 exclusively at one of the addresses stated below.
Via mail Kapsch TrafficCom AG Investor Relations Attn. Mr. Marcus Handl Am Europlatz 2 1120 Vienna, Via SWIFT GIBAATWGGMS (Message Type MT598; please state ISIN AT000KAPSCH9 in the text) Via fax +43 (1) 8900 500 - 68 Via e-mail firstname.lastname@example.org, whereas the safe custody receipt should be attached to the e-mail in text format, e.g. PDF Safe custody receipt in accordance with section § 10a of the Stock Corporation Act The safe custody receipt must be issued by the depositary bank headquartered in a state which must be either a member state of the European Economic Area or a full member of the OECD and must contain the following data: Information on the issuer: name / name of company and address or a code used for transactions between banks (SWIFT code), Information on the shareholder: name / name of company, address, date of birth for individuals, register and register number for legal entities, if applicable Information on the shares: number of the shares held by the shareholder Deposit number and/or another description, Time to which the safe custody receipt refers.
The safe custody receipt as evidence for the shareholding must refer to the record date stated above, i.e. August 15, 2010.
The safe custody receipt shall be accepted in German or in English.
The shareholders shall not be blocked due to their registration for the annual general meeting and/or the transmission of a safe custody receipt; therefore, shareholders may still freely dispose of their shares even after they are registered and/or transmitted a safe custody receipt.
REPRESENTATION BY PROXY Each shareholder entitled to participate in the annual general meeting has the right to appoint a proxy who participates in the annual general meeting in the name of such shareholder and who has the same rights as the shareholder he/she represents.
The power of attorney must be granted to a certain (an individual or a legal entity) in text form; also several persons may be authorized.
The power of attorney must be received by the company exclusively at one of the addresses stipulated below at August 24, 2010 at 16 p.m. at the latest:
Via mail Kapsch TrafficCom AG Investor Relations Attn. Mr. Marcus Handl Am Europlatz 2 1120 Vienna, Via fax +43 (1) 8900 500 - 68 Via e-mail email@example.com, whereas the power of attorney should be attached to the e-mail in text format, e.g. PDF In person in the course of the registration to the annual general meeting at the place of the meeting A power of attorney form can be sent to you upon request or you can retrieve it on the Company´s website at www.kapsch.at. In case a shareholder granted a power of attorney to his/her depositary bank, it shall suffice if such bank declares that it has power of attorney and provides the safe custody receipt. For the transmission of this declaration, section 10a, paragraph 3 of the Stock Corporation Act shall apply mutatis mutandis. As a special service, a representative of the "Interessensverband für Anleger" (IVA, Austrian Association of Investors), 1130 Vienna, Feldmühlgasse 22, is available to shareholders as an independent representative bound by the shareholders´ instructions for exercising voting rights at the Annual General Meeting; a special form of power of attorney may be downloaded at the Company´s website at www.kapsch.at. Shareholders may also contact Mr. Michael Knap of IVA directly by calling +43-1-8763343-0, by fax at +43-1-8763343-49 or by e-mail firstname.lastname@example.org. Total number of shares and voting rights At the date of convening the annual general meeting the share capital of the Company amounts to EUR 12,200,000.00 and is divided into 12,200,000 no-par bearer shares. Each share grants one vote. At the date of convening the annual general meeting the Company holds neither directly nor indirectly own shares. The total number of shares entitled to participate and vote at the annual general meeting therefore at the date of convening the annual general meeting amounts to 12,200,000 shares. In order to avoid delays at the entrance checks, shareholders are asked to present themselves in due time before the start of the annual general meeting. Voting cards may be collected from 9.30 a.m. onwards. Vienna, August 2010 The Management Board
Kapsch TrafficCom is an international supplier of superior intelligent transportation systems (ITS). Its principle business is the development and supply of electronic toll collection (ETC) systems, in particular for the multi-lane free-flow (MLFF) of the traffic, and the technical and commercial operation of such systems. Kapsch TrafficCom also supplies traffic management systems, with a focus on road safety and traffic control, and electronic access systems and parking management. With more than 230 references in 38 countries in all 5 continents, and with almost 18 million on-board units (OBUs) delivered and nearly 13,000 lanes equipped, Kapsch TrafficCom has positioned itself among the leading suppliers of ETC systems worldwide. Kapsch TrafficCom is headquartered in Vienna, Austria, and has subsidiaries and representative offices in 25 countries.
This ad-hoc release constitutes neither an offer to sell nor a solicitation to buy any securities. The securities have already been sold.
This ad-hoc release and the information it contains are not for publication in the United States of America (U.S.A.) and may not be distributed to U.S. persons (as defined in Regulation S of the U.S. Securities Act ("Securities Act") of 1933, as amended) or to publications with a general circulation in the U.S.A. This stock exchange announcement does not constitute an offer for the sale of securities or solicitation of an offer to purchase securities in the U.S.A. The securities of Kapsch TrafficCom AG have not been registered under the provisions of the Securities Act and may not be offered, sold or delivered to U.S. persons without prior registration under or exemption from the registration requirements.
This ad-hoc release is exclusively addressed to persons (i) outside the United Kingdom, or (ii) who are investment professionals for the purposes of article 19(5) U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), as amended, or (iii) who are included under article 49(2)(a)-(d) of the Order ("high net worth companies, unincorporated associations, etc.). All such persons are hereinafter referred to as "Relevant Persons". No person who is not a Relevant Person may take action on the basis of this press release or the information contained herein or rely thereon. Investment or investment activities in connection with this press release are only available to Relevant Persons, and investment business will only be transacted with Relevant Persons.
end of announcement euro adhoc --------------------------------------------------------------------------------
Further inquiry note:
Kapsch TrafficCom AG
Tel: +43 (0) 50 811 1120
Am Europlatz 2, A-1120 Vienna, Austria
Index: Prime Market
Börsen: Wien / official market