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07.08.2020 – 10:42

Kapsch TrafficCom AG

EANS-General Meeting: Kapsch TrafficCom AG
Invitation to the General Meeting according to art. 107 para. 3 Companies Act - ATTACHMENT

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  General meeting information transmitted by euro adhoc with the aim of a
  Europe-wide distribution. The issuer is responsible for the content of this
  announcement.
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07.08.2020

  English translation of original German version for convenience purposes only

                              Kapsch TrafficCom AG
                                     Vienna
                                  FN 223805 a
                               ISIN AT000KAPSCH9

              Invitation to the Annual General Meeting ("AGM") of
                              Kapsch TrafficCom AG
                                ("the Company")
              on Wednesday, September 9, 2020 at 10:00 a.m. (CEST)
             at the conference center next to Kapsch TrafficCom AG,
                     Am Europlatz 2, 1120 Vienna, Austria

I. TO BE HELD AS A VIRTUAL AGM WITHOUT THE PHYSICAL PRESENCE OF THE SHAREHOLDERS

1. Company Law COVID-19 Act (Gesellschaftsrechtliches COVID-19- Gesetz -COVID-
19-GesG) and Company Law COVID-19 Regulation (Gesellschaftsrechtliche COVID-19-
Verordnung - COVID-19-GesV)

In light of the COVID-19 pandemic and after careful consideration, the Executive
Board decided to utilize the new legal provisions authorizing a virtual AGM to
protect the shareholders and other participants.

The AGM of Kapsch TrafficCom AG on September 9, 2020, will be held as a "virtual
AGM" in consideration of the interests of both the Company and the participants,
based on Sec. 1 para. 2 COVID-19-GesG, Federal Law Gazette I No. 16/2020, as
published in the Federal Law Gazette I No. 24/2020, and the COVID-19-GesV
(Federal Law Gazette II No. 140/2020).

This means that according to the Executive Board's decision aiming at the
protection of shareholders' health, shareholders will not be allowed to attend
in person the AGM of Kapsch TrafficCom AG on September 9, 2020. An exception
exists for special proxy holders pursuant to Sec. 3 para. 4 COVID-19-GesV.
The Executive Board asks the shareholders for understanding that they cannot
attend the AGM on September 9, 2020 in person.

The AGM will be held at the conference center next to Kapsch TrafficCom AG, Am
Europlatz 2, 1120 Vienna, Austria, in the physical presence of the Chairman of
the Supervisory Board, the Chairman of the Executive Board and another member of
the Executive Board, the certifying notary, and the four special proxies
designated by the Company.

The conduct of the AGM as a virtual AGM in accordance with the COVID-19-GesG and
the COVID-19-GesV will require modification of the usual procedure for holding
the AGM and exercising shareholder rights.

The exercise of voting rights, the right to make requests and the right to
object shall be effected exclusively by granting power of attorney and giving
instructions to one of the special proxies (pursuant to Sec. 3 para. 4 COVID-19-
GesV) proposed by the Company.

The shareholders themselves can exercise their rights to obtain information
during the virtual AGM by utilizing electronic communication, i.e. exclusively
in text form and exclusively by e-mail directed to the Company's e-mail address
at fragen.kapsch@hauptversammlung.at.

2. Transmission of the AGM on the Internet

In accordance with Sec. 3 para. 4 COVID-19-GesV in conjunction with Sec. 102
para. 4 of the Austrian Stock Corporation Act (AktG), the entire AGM will be
transmitted on the Internet in real time in audiovisual format. It is not
necessary to register or login to watch the AGM.

All Company shareholders can watch the AGM as a virtual AGM on the Internet from
about 10:00 a.m. on September 9, 2020, at www.kapsch.net/ktc/ir or
www.kapsch.net/ktc/ir/Shareholders-Meeting using the appropriate technical aids.

The transmission of the AGM on the Internet will enable all shareholders, who
desire to do so, to follow the course of the AGM in real time via this one-way
audiovisual connection and to watch the Executive Board make its presentation
and answer shareholders' questions.

It should be noted that this live transmission as a virtual AGM does not permit
remote participation (Sec. 102 para. 3 no. 2 AktG) or remote voting (Sec. 102
para. 3 no. 3 AktG and Sec. 126 AktG) and that the Internet transmission is not
a two-way connection.

It should also be noted that the Company is only responsible for the use of
technical means of communication to the extent that they are attributable to the
Company's sphere.

In other respects, please see the information regarding the organizational and
technical prerequisites for participation under Sec. 3 para. 3 in conjunction
with Sec. 2 para. 4 COVID-19-GesV ("Information on Participation").

We ask that the shareholders pay particular attention to the Information on
Participation this year, which also describes the procedure for the AGM.


II. AGENDA


  1. Presentation of the Annual Financial Statements including the Management
     Report, the Consolidated Financial Statements including the Consolidated
     Management Report, the Consolidated Corporate Governance Report, the
     Consolidated Non-financial Report, the proposal on the allocation of the
     balance sheet profit and the Report of the Supervisory Board for the
     business year 2019/20
  2. Resolution on the allocation of the balance sheet profit for the business
     year 2019/2020
  3. Resolution on the discharge of liability of the members of the Executive
     Board for the business year 2019/20
  4. Resolution on the discharge of liability of the members of the Supervisory
     Board for the business year 2019/20
  5. Resolution on the election of the independent auditor for the Annual
     Financial Statements and the Consolidated Financial Statements for the
     business year 2020/21
  6. Resolution on the Remuneration Policy
  7. Resolution on the amendment of the Articles of Association in sections 10
     and 12 and addition by section 12a



III. DOCUMENTS FOR THE AGM; PROVISION OF INFORMATION ON THE WEBSITE

The following documents, among others, will be available on the Company's
website (www.kapsch.net/ktc/ir or www.kapsch.net/ktc/ir/Shareholders-Meeting) no
later than August 19, 2020:

* Information on the organizational and technical prerequisites for
  participation in accordance with Sec. 3 para. 3 in conjunction with Sec. 2
  para. 4 COVID-19-GesV ("Information on Participation"),
* Annual Financial Statements and Management Report,
* Consolidated Financial Statements and Consolidated Management Report,
* Consolidated Corporate Governance Report,
* Consolidated Non-Financial Report ,
* Proposed allocation of profits,
* Report of the Supervisory Board,

each for business year 2019/20;

* Proposed resolutions for agenda items 2 to 7,
* Remuneration Policy
* Amendments to the Articles of Association
* Form for granting proxy to the special proxies pursuant to Sec. 3 para. 4
  COVID-19-GesV,
* Question form,
* Form for revoking a proxy,
* Full text of this Invitation.



IV. RECORD DATE AND PREREQUISITS FOR PARTICIPATION IN THE AGM

The right to attend the virtual AGM and to exercise voting rights and the other
shareholders' rights at this virtual AGM in accordance with the COVID-19-GesG
and the COVID-19-GesV is based on share ownership at the close of August 30,
2020 (the record date).

Only persons who are shareholders on the record date and prove this to the
Company are entitled to attend this virtual AGM under the COVID-19-GesG and the
COVID-19-GesV.

A deposit confirmation in accordance with Sec. 10a AktG must be submitted to
prove share ownership on the record date, must be received by the Company no
later than September 4, 2020 (12:00 a.m. [midnight], CEST) and must be sent
exclusively by one of the following communication channels to one of the
following addresses:

(i) Send the deposit confirmation in text form (which satisfies Sec. 19 para. 3
of the Articles of Incorporation):

By e-mail: anmeldung.kapsch@hauptversammlung.at
(please send deposit confirmations in PDF format)
By fax: +43 (0)1 8900 500 68

(ii) Send the deposit confirmation in written form:

By mail or courier: Kapsch TrafficCom AG
c/o HV-Veranstaltungsservice GmbH
Köppel 60, 8242 St. Lorenzen am Wechsel, Austria
By SWIFT: GIBAATWGGMS
(message type MT598 or MT599
and ISIN AT000KAPSCH9 must be cited in the text)

The appointment of a special proxy cannot be effective without a deposit
confirmation received by the Company in due time. Please see Section V of this
Invitation with respect to the authorization of a special proxy and the
procedure for this.

The shareholders are requested to contact their custodian banks and order the
issuance and transmission of a deposit confirmation.

The record date has no effect on the salability of the shares and is of no
significance with respect to dividend entitlement.

Deposit confirmation under Sec. 10a AktG
The deposit confirmation must be issued by the bank keeping the securities
account, which shall have its registered office in a Member State of the
European Economic Area or in a Full Member State of the OECD and must contain
the following information:

* information about the issuer: company name and address or a code commonly used
  in transactions between credit institutions,
* information about the shareholder: name/company name and address as well as
  the date of birth of natural persons; for legal entities, the register and
  number for the legal entity in its country of origin, if any,
* information about the shares: number of shares held by the shareholder, ISIN
  AT0000KAPSCH9,
* deposit number or other identifier,
* time period to which the deposit confirmation relates.


The deposit confirmation, utilized as proof of share ownership for the purpose
of participation in the AGM, must relate to the close of the record date, August
30, 2020 (12:00 a.m. [midnight], CEST). A deposit confirmation will be accepted
in the German language or the English language.

V. APPOINTMENT OF A SPECIAL PROXY AND THE PROCEDURE TO BE FOLLOWED

Any shareholder who is entitled to attend the virtual AGM under the COVID-19-
GesG and the COVID-19-GesV and has provided the Company with evidence of this in
accordance with the specifications of Section IV of this Invitation, has the
right appoint a special proxy holder.

According to Sec. 3 para. 4 COVID-19-GesV, a shareholder can only propose a
resolution, cast a vote or raise an objection at the virtual AGM of Kapsch
TrafficCom AG on September 9, 2020, through a special proxy.

The following persons, who are suitable and independent of the Company, are
proposed as special proxies:

(i) Dr. Michael Knap
c/o Interessenverband für Anleger, IVA
Feldmühlgasse 22, 1130 Vienna, Austria
E-mail address: knap.kapsch@hauptversammlung.at

(ii) Mag. Christoph Moser, Attorney at Law
c/o Weber Rechtsanwälte GmbH & Co KG
Rathausplatz 4, 1010 Vienna, Austria
E-mail address: moser.kapsch@hauptversammlung.at

(iii) Mag. Ewald Oberhammer, Attorney at Law
c/o Oberhammer Rechtsanwälte GmbH
Karlsplatz 3/1, 1010 Vienna, Austria
E-mail address: oberhammer.kapsch@hauptversammlung.at

(iv) Dr. Marie-Agnes Arlt, LL.M., Attorney at Law
c/o a2o.legal - Kooperation selbständiger Rechtsanwälte
Ebendorferstraße 6/10, 1010 Vienna, Austria
E-mail address: arlt.kapsch@hauptversammlung.at

Any shareholder can select one of the four aforementioned persons as his/her
special proxy and grant this person a power of attorney.

A special form for granting proxy is available on the Company's website,
www.kapsch.net/ktc/ir or www.kapsch.net/ktc/ir/Shareholders-Meeting, for the
purpose of granting a power of attorney to the special proxy. The use of this
form is mandatory.

The specifications set forth in the Information on Participation document
regarding the granting of proxies, the delivery options and the deadlines must
be followed.

A personal handover of the power of attorney to the special proxy at the meeting
venue is expressly excluded.

VI. INFORMATION ON SHAREHOLDERS' RIGHTS UNDER SECS. 109, 110, 118, AND 119 AKTG

1. Amendments to the agenda by shareholders pursuant to Sec. 109 AktG

Shareholders who individually or collectively hold 5% of the share capital and
who have held the shares for at least three months before filing the request can
make a written request for additional items to be included in the agenda for
this AGM and published, provided that the written request is sent exclusively to
the following address: Kapsch TrafficCom AG, attn. Mr. Hans Lang, Investor
Relations, Am Europlatz 2, 1120 Wien, Austria, by regular mail or courier
service and is received by the Company no later than August 19, 2020 (12:00 a.m.
[midnight], CEST). A proposed resolution and an explanatory statement must be
attached to every so requested agenda item. The agenda item and the proposed
resolution, but not the explanatory statement, must be drafted at least in
German language. Shareholder status must be evidenced by submitting a deposit
confirmation in accordance with Sec. 10a AktG, which confirms that the
requesting shareholders have held the shares for at least three months prior to
filing the request. The confirmation must not be older than seven days at the
time it is presented to the Company. Multiple deposit confirmations for shares
that only make up a 5% equity holding when aggregated must relate to the same
point in time (date, time of day).

Please see the information on entitlement to participate in the meeting (Section
IV of this Invitation) for the additional requirements for deposit
confirmations.

2. Shareholders' proposals for resolutions on the agenda pursuant to Sec. 110
AktG

Shareholders who individually or collectively hold 1% of the share capital can
send proposals for resolutions (with explanatory statements) regarding any item
on the agenda in text form according to Sec. 13 para. 2 AktG and request that
these proposals be made available on the Company website registered in the
Commercial Register, together with the names of the respective shareholders, the
attached explanatory statement and any comments by the Executive Board or the
Supervisory Board, if the request in text form is sent to the Company either by
fax, to +43 (0)50 811 2809 or by regular mail to the following address: Kapsch
TrafficCom AG, attn. Mr. Hans Lang, Investor Relations, Am Europlatz 2, 1120
Vienna, Austria, or by e-mail to ir.kapschtraffic@kapsch.net, and is received by
the Company no later than August 31, 2020 (12:00 a.m. [midnight], CEST). The
request (in text form according to Sec. 13 para. 2 AktG) may be attached to the
e-mail as a PDF, for example. To the extent that text form within the meaning of
Sec. 13 para. 2 AktG is prescribed for declarations, the declaration must be
made in a document or in any other manner suitable for permanent reproduction in
characters, the declarant must be identified and the conclusion of the
declaration must be made evident by reproducing the declarant's signature or
otherwise. The proposed resolution, but not the explanatory statement, must be
drafted in the German language.

Shareholder status shall be evidenced by a deposit confirmation in accordance
with Sec. 10a AktG, which must not be older than seven days at the time it is
presented to the Company. Multiple deposit confirmations for shares that only
make up a 1% equity holding when aggregated must relate to the same point in
time (date, time of day).

Please see the information on entitlement to participate in the meeting (Section
IV of this Invitation) for the additional requirements for deposit
confirmations.

3. The shareholder's right to information pursuant to Sec. 118 AktG

Upon request, each shareholder shall be provided with information regarding
Company affairs at the AGM to the extent that such information is necessary to
properly assess an agenda item. The duty to provide information also extends to
the Company's legal relationships with affiliated companies and to the position
of the Group and the companies included in the Consolidated Financial
Statements.

Providing information may be refused if the Company's reasonable business
judgment suggests that the information is likely to have a material adverse
effect on the Company or an affiliated company or its disclosure would be
subject to criminal sanctions.

Express reference is made to the fact that also during the virtual AGM, the
right to information pursuant to Sec. 118 AktG can be exercised by the
shareholders, exclusively by e-mailing questions directly to the Company at the
following e-mail address: fragen.kapsch@hauptversammlung.at.

Please note that the Chairman will establish reasonable time limits during the
AGM.

Notwithstanding this, shareholders are requested to e-mail all questions in text
form in advance to the address fragen.kapsch@hauptversammlung.at in due time so
that they are received by the Company no later than the third business day
before the AGM, i.e. by Friday, September 4, 2020.

This will enable the Company to prepare as accurately as possible and to answer
your questions at the AGM as quickly as possible.

Please use the Question Form which is available on the Company's website at
www.kapsch.net/ktc/ir or www.kapsch.net/ktc/ir/Shareholders-Meeting.

The document containing Information on Participation has additional information
and describes the methods of exercising the shareholder's right to information
under Sec. 118 AktG.

4. Shareholder requests at the AGM pursuant to Sec. 119 AktG

Every shareholder - irrespective of the particular level of share ownership - is
entitled to file a request on any item of the agenda at the virtual AGM by way
of his special proxy pursuant to the COVID-19-GesG and the COVID-19-GesV.

The prerequisite for this is evidence of entitlement to participate in
accordance with Section IV of this Invitation and the granting of a
corresponding power of attorney to the special proxy in accordance with Section
V of this Invitation.

The document containing Information on Participation has additional information
and describes the methods of exercising the shareholder's right to make motions
in accordance with Sec. 119 AktG.

5. Information on data processing for shareholders

The processing of Personal Data of the shareholders is necessary for
participation in the AGM. Information on the processing of Personal Data of
participants of the AGM is available at www.kapsch.net/ktc/ir or http://
www.kapsch.net/ktc/ir/Shareholders-Meeting.


VII. ADDITIONAL INFORMATION AND NOTICES

Total number of shares and voting rights

At the time of the convocation of the AGM 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. The total number of shares entitled to
participate in and vote at the AGM therefore amounts to 13,000,000 shares at the
date of the convocation of the AGM. At the time of the convocation of the AGM
the Company holds neither directly nor indirectly own shares.

No physical presence

We again expressly note that neither shareholders nor guests will be admitted to
the upcoming AGM which will be conducted as a virtual AGM in accordance with the
COVID-19-GesV.

Reference to people

When referring to people, for readability reasons, only the masculine form is
used. However, this always refers to men, women, and non-binary persons.

Vienna, August 2020

The Executive Board




Further inquiry note:
Hans Lang
Investor Relations Officer
Kapsch TrafficCom AG
Am Europlatz 2, 1120 VIENNA, AUSTRIA
Tel.: +43 50 811 1122
E-Mail: ir.kapschtraffic@kapsch.net

end of announcement                         euro adhoc
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Attachments with Announcement:
----------------------------------------------
http://resources.euroadhoc.com/documents/2235/12/10535089/1/KTC_AGM_2020_Invitat
ion.pdf 
issuer:       Kapsch TrafficCom AG
              Am Europlatz  2
              A-1120 Wien
phone:        +43 50811 1122
FAX:          +43 50811 99 1122
mail:      ir.kapschtraffic@kapsch.net
WWW:       www.kapschtraffic.com
ISIN:         AT000KAPSCH9
indexes:
stockmarkets: Wien
language:     English 

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