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25.07.2012 – 07:01

Kapsch TrafficCom AG

EANS-General Meeting: Kapsch TrafficCom AG
Invitation to the General Meeting

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  General meeting information transmitted by euro adhoc. The issuer is
  responsible for the content of this announcement.
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Kapsch TrafficCom AG
Vienna, FN223805a
ISIN AT000KAPSCH9

Invitation

We would like to invite our shareholders to the Annual General Meeting of 
Kapsch TrafficCom AG on Friday, August 24th, 2012 at 10.00 a.m., in the
conference room of Kapsch TrafficCom AG, 1120 Vienna, Am Europlatz 2.

* 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 and the report of the
Supervisory Board for the business year 2011/2012

* Resolution on the allocation of the profit for the financial year shown in the
Annual financial Statements 

* Resolution on the formal approval of the action of the members of the
Management Board for the business year 2011/2012

* Resolution on the formal approval of the action of the members of the
Supervisory Board for the business year 2011/2012

* Resolution on remuneration for a member of the Supervisory Board

* Appointment of the auditors and the Group auditors for the business year
2012/2013

* Resolution on the modification to the Articles of Association in sections 4,
5, 10 and 12, in particular the adjustments to the changed statutory provisions
-Company Law Reform Act 2011

DOCUMENTATION FOR THE ANNUAL GENERAL MEETING

Especially the following documents will be available online at
www.kapsch.net/de/ktc/investor_relations on August 3rd, 2012 at the latest and
will also be available during the annual general meeting.

* 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 2011/2012;
* proposed resolutions as to the items 2 - 7 of the agenda,
* Articles of Association with proposed amendments highlighted,
* form for the grant of a proxy, 
* form for the revocation of a proxy, 
* full text of this invitation. 

NOTICE OF THE RIGHTS OF THE SHAREHOLDERS IN ACCORDANCE WITH SECTION 109, 110,
118 AND 119 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 August 3rd, 2012 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 14th, 2012 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 ir.kapschtraffic@kapsch.net, 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. 

Please send any questions the answering of which requires extended preparation
to Mr.Marcus Handl duly in advance of the Shareholders' Meeting in text form to
safeguard that the meeting can be conducted in an economic manner. Questions can
be sent to the company by e-mail addressed to ir.kapschtraffic@kapsch.net or by
telefax sent to +43 (0) 50811 1709. 

At the Shareholders' Meeting, every shareholder is entitled to propose motions
on any item on the agenda. 

Additional information on the rights of the shareholders in accordance with
sections 109, 110, 118 and 119 of the Stock Corporation Act are available on the
website of the Company, www.kapsch.net/de/ktc/investor_relations.

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 14th, 2012 (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 21st,
2012 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 fax: +43 (1) 8900 500 - 68

Via e-mail: anmeldung.kapsch@hauptversammlung.at, whereas the safe custody
receipt should be attached to the e-mail in text format, e.g. PDF

Kapsch TrafficCom AG does not accept safe custody receipts according to section
114 paragraph 1 fourth sentence of the Stock Corporation Act that are
transferred via an internationally widespread, particularly secured
communication network of banks(SWIFT) as other electronic ways of communication
(fax and e-mail) are opened. This is because Kapsch TrafficCom AG provided SWIFT
as electronic way of communication at both previous annual general meetings,
however, the depository banks did not make any use of it.

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,
* 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, ISIN
AT000KAPSCH9,
* 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 14th, 2012.

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 23rd, 2012 at 4 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: anmeldung.kapsch@hauptversammlung.at, 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 and a form for the revocation of power of attorney can
be sent to you upon request or you can retrieve it on the Company's website at
www.kapsch.net/de/ktc/investor_relations.

The above regulations for the granting of proxies apply mutatis mutandis to the
revocation of proxies. 

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.net/de/ktc/investor_relations. 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 Michael.knap@iva.or.at. 

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 13,000,000.00 and is divided into 13,000,000 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 13,000,000 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, July 2012


The Management Board


Further inquiry note:
Marcus Handl 
Investor Relations 
Kapsch TrafficCom AG 
Tel: +43 (0) 50 811 1120 
Am Europlatz 2, A-1120 Vienna, Austria 
E-mail: ir.kapschtraffic@kapsch.net  
www.kapschtraffic.com

end of announcement                               euro adhoc 
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issuer:      Kapsch TrafficCom AG
             Am Europlatz  2
             A-1121 Wien
phone:       +43 1 50811 1122
FAX:         +43 1 50811 99 1122
mail:     ir.kapschtraffic@kapsch.net
WWW:      www.kapschtraffic.com
sector:      Technology
ISIN:        AT000KAPSCH9
indexes:     Prime Market
stockmarkets: official market: Wien 
language:   English
 

Original content of: Kapsch TrafficCom AG, transmitted by news aktuell