EQS-AGM: Kapsch TrafficCom AG: Invitation to the Annual General Meeting
   EQS-News: Kapsch TrafficCom AG / Announcement of the Convening of the
   General Meeting
   Kapsch TrafficCom AG: Invitation to the Annual General Meeting

   02.08.2024 / 07:30 CET/CEST
   Announcement of the Convening of the General Meeting, transmitted by EQS
   News - a service of EQS Group AG.
   The issuer is solely responsible for the content of this announcement.

   ══════════════════════════════════════════════════════════════════════════

   Kapsch TrafficCom AG
   Vienna
   FN 223805 a
   ISIN AT000KAPSCH9

   Invitation to the Annual General Meeting of
   Kapsch TrafficCom AG
   (“KTC AG” or “Company“)

   on Wednesday, September 4, 2024 at 10:00 a.m. (CEST)
   at the conference center twelve,
   Wienerbergstraße 11, Entrance Süd, Hertha-Firnberg-Straße | Corner
   Maria-Kuhn-Gasse, 1100 Vienna,
   1^st Floor, Room 8+9+10

    

   I.  TO BE HELD AS A MEETING WITH PHYSICAL ATTENDANCE OF THE SHAREHOLDERS

   The Annual General Meeting of KTC AG will be convened as a meeting with
   physical attendance of the shareholders.

   Directions to the conference centre in Haus twelve can be found in the
   attendance information, which will be published on the company's website
   in good time before the Annual General Meeting.

   In order to ensure a smooth admission process, shareholders and other
   participants are asked to arrive in good time before the start of the
   Annual General Meeting.

   In addition, the Company reserves the right to require participants to
   present a valid official photo ID upon registration. If these requirements
   are not met, admission may be refused.

   If you are attending the Annual General Meeting as a proxy, please also
   bring the power of attorney made out in your name. If the original power
   of attorney has already been sent to the Company, you can expedite the
   registration procedure by bringing a copy of the power of attorney.

   Admission of participants for the collection of their voting cards starts
   at 09:30 a.m. (CEST).

    

   II.  AGENDA

    1. Presentation of the annual financial statements including the
       management report, the consolidated financial statements including the
       management report for the group, 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 financial year 2023/24
    2. Resolution on the allocation of the balance sheet profit
    3. Resolution on the formal approval of the actions of the members of the
       Executive Board for the financial year 2023/24
    4. Resolution on the formal approval of the actions of the members of the
       Supervisory Board for the financial year 2023/24
    5. Appointment of the auditor and the group auditor as well as the
       auditor of the sustainability reporting for the financial year 2024/25
    6. Resolution on the remuneration report
    7. Resolution on the Remuneration Policy
    8. Resolution on the remuneration of the members of the Supervisory Board
    9. Elections to the Supervisory Board
   10. Resolution on the authorization of the Executive Board

    a. to purchase own shares in accordance with Section 65 para 1 no. 8 as
       well as para 1a and para 1b AktG both via the stock exchange and
       over-the-counter of up to 10% of the share capital, also by excluding
       the shareholders’ pro rata disposal rights,
    b. in accordance with Section 65 para 1b AktG to resolve on the sale or
       appropriation of own shares in a different way than via the stock
       exchange or via a public offer and to exclude the shareholders’ pro
       rata subscription rights (exclusion of subscription rights),
    c.  to decrease the share capital of the Company by a redemption of own
       shares without any further resolution by the General Meeting.

    

   III.  DOCUMENTS FOR THE ANNUAL GENERAL MEETING

   In accordance with Section 108 (3) and (4) AktG (Austrian Stock
   Corporation Act), in particular the following documents will be available
   on the Company's website no later than August 14, 2024: 

     • annual financial statements and management report,
     • consolidated financial statements and consolidated management report,
     • consolidated corporate governance report,
     • consolidated non-financial report,
     • proposed allocation of the balance sheet profit,
     • report of the Supervisory Board,

   each for the financial year 2023/24;

     • proposed resolutions for agenda items 2 to 10,
     • remuneration report,
     • remuneration policy,
     • statement pursuant to Section 87 (2) AktG and CV of the nominees for
       the election to the Supervisory Board according to agenda item 9,
     • Management Report according to Sect. 65 para. 1b in conjunction with
       Sect. 170 para. 2 and Sect. 153 para. 4 (2) AktG on agenda item 10
     • form for granting a power of attorney,
     • form for revoking a power of attorney,
     • full text of this invitation.

    

   IV.  RECORD DATE AND PREREQUISITS FOR PARTICIPATION IN THE ANNUAL GENERAL
   MEETING

   The right to participate in the Annual General Meeting and to exercise
   voting rights and the other shareholders’ rights is based on share
   ownership at the close of August 25, 2024 (12:00 midnight, CEST) (the
   “Record Date”).

   A deposit confirmation (Depotbestätigung) in accordance with Section 10a
   AktG has to be submitted to prove share ownership on the Record Date and
   must be received by the Company no later than August 30, 2024 (12:00
   midnight, CEST) exclusively through one of the following communication
   channels and addresses:
    

   (i)  Transmission of the deposit confirmation in text form (which
   satisfies Section 12 (3) of the Articles of Association):

    by e-mail (1)anmeldung.kapsch@hauptversammlung.at

    (please send deposit confirmation in PDF format)

    by fax +43 (0)1 8900 500 50
    

   (ii)  Transmission of 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 shareholders are asked to contact their custodian bank and order the
   timely issuance and transmission of a deposit confirmation.
    

   Deposit confirmation under Section 10a AktG

   The deposit confirmation must be issued by a custodian bank, which has 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
   (Section 10a (2) AktG):

     • about the issuer: name (company name) and address or a code commonly
       used in transactions between credit institutions (SWIFT code),
     • about the shareholder: name (company name) and address, date of birth
       of a natural person or the register and number (if any) of a legal
       entity in its country of origin,
     • deposit account number or other identifier,
     • number of shares held by the shareholder, ISIN AT0000KAPSCH9,
     • point of time or time period to which the deposit confirmation
       relates.

   The deposit confirmation, utilized as proof of share ownership for the
   purpose of participation in the Annual General Meeting, must relate to the
   close of the Record Date (August 25, 2024, 12:00 midnight, CEST). A
   deposit confirmation will be accepted in German or English language.

   The record date has no effect on the saleability of the shares and has no
   significance for dividend entitlement.

    

   V.  REPRESENTATION BY PROXY

   Each shareholder who is entitled to participate in the Annual General
   Meeting and has provided evidence on that to the Company in accordance
   with the regulations in this invitation, has the right to appoint a proxy
   who participates in the Annual General Meeting to represent such
   shareholder. The proxy attends the Annual General Meeting on behalf of the
   shareholder and has the same rights as the shareholder they represent.

   The power of attorney must be granted to a specific person (either an
   individual or a legal entity) in text form (Section 13 (2) AktG); also
   several persons may be authorized.

   At the latest by September 2, 2024 at 4 p.m. (CEST), the power of attorney
   must be received by the Company exclusively at one of the following
   addresses, unless it will be handed over on the day of the Annual General
   Meeting at the registration:

    

   by mail or courier HV-Veranstaltungsservice GmbH

    Köppel 60, 8242 St. Lorenzen am Wechsel, Austria

   via fax +43 (0)1 8900 500 50

   via e-mail (2)anmeldung.kapsch@hauptversammlung.at

    (power of attorney has to be attached in text form to e-mail, e.g. in PDF
   format)

    

   A power of attorney form and a form for the revocation of the power of
   attorney can be found on the Company’s website.

   The above provisions for the granting of a power of attorney apply mutatis
   mutandis to the revocation of a power of attorney.

   In case a shareholder granted a power of attorney to their custodian bank,
   it is sufficient if such bank declares that it has power of attorney and
   provides a deposit confirmation. For the transmission of this declaration
   Section 10a (3) AktG applies mutatis mutandis.

   As a special service, a representative of the IVA - Interessenverband für
   Anleger (Austrian Shareholder Association), Feldmühlgasse 22, 1130 Vienna,
   Austria is available to shareholders as an independent representative who
   is bound by the shareholders’ instructions for exercising voting rights at
   the Annual General Meeting. A special form for such power of attorney may
   be downloaded from the Company’s website. Shareholders may also contact
   Mr. Michael Knap of IVA – Interessenverband für Anleger directly by
   calling +43 (0)1 8763 343 30, by fax at +43 (0)1 8763 343 39 or by e-mail
   knap.kapsch@hauptversammlung.at.

    

   VI.  INFORMATION ON SHAREHOLDERS’ RIGHTS UNDER SECTIONS 109, 110, 118 AND
   119 AKTG

   1.  Amendments to the agenda by shareholders pursuant to Section 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 to include and publish
   additional items on the agenda of this Annual General Meeting. This
   written request via regular mail or courier must be received by the
   Company exclusively at the address Kapsch TrafficCom AG, attn. Mr. Marcus
   Handl, Investor Relations, Am Europlatz 2, 1120 Vienna, Austria, no later
   than August 14, 2024 (12:00 midnight, CEST). A proposed resolution and an
   explanatory statement shall be attached to every so requested agenda item.
   The agenda item and the proposed resolution, but not the explanatory
   statement, have to be drafted also in German language.

   Shareholder status must be evidenced by submitting a deposit confirmation
   in accordance with Section 10a AktG, which confirms that the requesting
   shareholder or the requesting shareholders has or have held the shares for
   at least three months prior to filing the request. The deposit
   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 have to relate to the same point
   in time (date, time of day).

   Regarding other requirements for the deposit confirmation reference is
   made to the information on the prerequisites for the participation in the
   Annual General Meeting (Section IV).

    

   2. Shareholders' proposals for resolutions on the agenda pursuant to
   Section 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 Section 13 (2)
   AktG and request that these proposals be made available on the Company`s
   website registered in the Commercial Register, together with the names of
   the respective shareholders, the explanatory statement and any comments by
   the Executive Board or the Supervisory Board. Such request has to be in
   text form and received by the Company no later than August 26, 2024 (12:00
   midnight, CEST) either via fax to +43 (0)50 811 2709 or via regular mail
   to Kapsch TrafficCom AG, attn. Mr. Marcus Handl, Investor Relations, Am
   Europlatz 2, 1120 Vienna, Austria or via e-mail to
   ir.kapschtraffic@kapsch.net whereas the request in text form (according to
   Section 13 (2) AktG) has to be attached to the e-mail, for example as a
   PDF. To the extent that text form within the meaning of Section 13 (2)
   AktG is required for declarations, the declaration must be made in a
   document or in any other manner suitable for permanent reproduction in
   characters, the declarant has to 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,
   has to be drafted also in German language.

   Shareholder status shall be evidenced by a deposit confirmation in
   accordance with Section 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 have to
   relate to the same point in time (date, time of day).

   Regarding other requirements for the deposit confirmation reference is
   made to the information on the prerequisites for the participation in the
   Annual General Meeting (Section IV).

   In the case of a nomination of a candidate for election to the Supervisory
   Board, instead of an explanatory statement, a statement by the candidate
   in accordance with Section 87 (2) AktG has to be submitted.

    

   3.  The shareholders` right to information pursuant to Section 118 AktG

   Upon request, each shareholder shall be provided with information
   regarding Company affairs at the Annual General Meeting to the extent that
   such information is necessary to properly assess an agenda item. The
   obligation to provide information also extends to the Company’s legal
   relationships with affiliated companies, 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.

   To ensure that the meeting can be conducted in an efficient manner, please
   send any questions requiring substantial preparation for them to be
   answered to Mr. Marcus Handl (address mentioned above) duly in advance of
   the Annual General Meeting in writing. Questions can be sent to the
   Company by e-mail to the address (3)ir.kapschtraffic@kapsch.net or by
   telefax at +43 (0)50 811 2709.

    

   4.  Shareholders` motions at the Annual General Meeting pursuant to
   Section 119 AktG

   Every shareholder is entitled to file a motion on any item of the agenda
   at the Annual General Meeting.

   A shareholder’s motion to nominate a candidate for election to the
   Supervisory Board requires timely submission of a resolution proposal in
   accordance with Section 110 AktG. Candidates for election to the
   Supervisory Board (agenda item 9) can only be nominated by shareholders
   whose aggregated holdings represent at least 1% of the share capital. The
   Company must receive such nominations in the manner described above no
   later than by August 26, 2024. Each candidate nomination shall be
   accompanied by a statement pursuant to Section 87 (2) AktG of the proposed
   candidate about their professional qualifications, professional or
   comparable positions held, and all circumstances which could give rise to
   a suspicion of bias.

   Failing with the aforementioned, the shareholder’s motion to nominate a
   candidate for election to the Supervisory Board cannot be considered in
   the voting.

   So far, the Supervisory Board has four members elected by the Annual
   General Meeting. Therefore, the provisions regarding the minimum gender
   quota pursuant to Section 86 (7) AktG do not apply to the Company.

   Additional information on the rights of the shareholders in accordance
   with Sections 109, 110, 118 and 119 AktG are available on the Company’s
   website (4)www.kapsch.net/en/ir or
   (5)www.kapsch.net/en/ir/annual-general-meeting.

    

   VII.  ADDITIONAL INFORMATION AND NOTICES
   1.  Total number of shares and voting rights

   At the time of the invitation to the Annual General Meeting the share
   capital of the Company amounts to EUR 14,300,000.00 and is divided into
   14,300,000 no-par bearer shares. Each share grants one vote. The total
   number of shares entitled to participate in and vote at the Annual General
   Meeting, therefore, amounts to 14,300,000 shares at the date of the
   invitation to the Annual General Meeting. At the time of the invitation to
   the Annual General Meeting the Company holds neither directly nor
   indirectly own shares.
   2.  Information on data processing for shareholders

   Personal data of the shareholders and proxy are processed to comply with
   legal requirements in connection with the participation in the Annual
   General Meeting. Information on the processing of personal data of
   participants of the Annual General Meeting is available on the Company’s
   website (6)www.kapsch.net/en/ir or
   (7)www.kapsch.net/en/ir/annual-general-meeting.
   3.  Reference to persons

   When referring to persons, for readability reasons, only the masculine
   form is used. However, this always refers to persons of all gender
   categories.

    

   Vienna, August 2024 The Executive Board

   ══════════════════════════════════════════════════════════════════════════

   02.08.2024 CET/CEST

   ══════════════════════════════════════════════════════════════════════════

   Language: English
   Company:  Kapsch TrafficCom AG
             Am Europlatz 2
             1120 Vienna
             Austria
   Phone:    +43 50811 1122
   Fax:      +43 50811 99 1122
   E-mail:   ir.kapschtraffic@kapsch.net
   Internet: www.kapschtraffic.com
   ISIN:     AT000KAPSCH9
   WKN:      A0MUZU
   Listed:   Vienna Stock Exchange (Official Market)


    
   End of News EQS News Service


   1959235  02.08.2024 CET/CEST

References

   Visible links
   1. mailto:anmeldung.kapsch@hauptversammlung.at
   2. mailto:anmeldung.kapsch@hauptversammlung.at
   3. mailto:ir.kapschtraffic@kapsch.net
   4. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=04a7e751de928bb5c1548fc4eb24f142&application_id=1959235&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
   5. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=c518f52cd52112b6904941325ebd931f&application_id=1959235&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
   6. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=04a7e751de928bb5c1548fc4eb24f142&application_id=1959235&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news
   7. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=c518f52cd52112b6904941325ebd931f&application_id=1959235&site_id=apa_ots_austria~~~18b544d0-9c71-4160-bd95-cc8b9aff9fbf&application_name=news

togel hk

togel hk

slot demo

togel hari ini

By adminn