General meeting information transmitted by euro adhoc with the aim of a
Europe-wide distribution. The issuer is responsible for the content of this
English translation of original German version for convenience purposes only
Kapsch TrafficCom AG
FN 223805 a
Invitation to the Annual General Meeting ("AGM") of
Kapsch TrafficCom AG
on Wednesday, September 8, 2021 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-
After careful consideration, the Executive Board decided to utilize the new
legal provisions authorizing a virtual AGM to protect the shareholders and other
The AGM of Kapsch TrafficCom AG on September 8, 2021, will be held as a "virtual
AGM" in accordance with Sec. 1 para 2 COVID-19-GesG, Federal Law Gazette I No.
16/2020 as amended by Federal Law Gazette I No. 156/2020 and COVID-19-GesV
(Federal Law Gazette II No. 140/2020 as amended by Federal Law Gazette II No.
616/2020), taking into account the interests of both the Company and the
Aiming at the protection of health, the Executive Board asks the shareholders
for understanding that they will not be allowed to attend in person the AGM of
Kapsch TrafficCom AG on September 8, 2021. An exception exists for special proxy
holders pursuant to Sec. 3 para. 4 COVID-19-GesV. The virtual 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 other members of the Executive
Board, the certifying notary, and the four special proxies designated by the
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 right to information can be exercised in the virtual AGM by the shareholders
themselves by way of electronic communication, namely by submitting questions in
text form by e-mail directly to the Company's e-mail address
firstname.lastname@example.org, provided that the shareholders have submitted
a deposit confirmation as defined in Sec. 10a AktG (Aktiengesetz, Austrian Stock
Corporation Act) in due time in accordance with section IV and have authorized a
special proxy in accordance with section V.
2. Transmission of the AGM on the Internet
The AGM will be broadcast in full acoustically and visually in real time on the
Internet in accordance with Sec. 3 paras 1, 2 and 4 COVID-19-GesV in conjunction
with Sec. 102 para4 AktG. This is permissible under data protection legislation
with regard to the legal basis provided by Sec. 3 paras 1, 2 and 4 COVID-19-
GesV. Thus, all shareholders have the opportunity, via this one-way audiovisual
connection, to follow in real time the course of the AGM and to watch the
Executive Board make its presentation and answer shareholders' questions on
September 8, 2021 from about 10:00 a.m. CEST. Access is provided via
www.kapsch.net/ktc/ir or www.kapsch.net/ktc/ir/Shareholders-Meeting [http://
www.kapsch.net/ktc/ir/Shareholders-Meeting] (the "Company's website"). No
registration or login is required to follow the AGM.
It should be noted that this live transmission as a virtual AGM does not allow
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 transmission over the Internet is
not a two-way communication. The individual shareholder can therefore only
follow the course of the AGM. It should also be noted that the Company is only
responsible for the use of technical communications equipment to the extent that
this can be attributed to its area of responsibility (Sec. 2 para 6 COVID-19-
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.
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 2020/21
2. Resolution on the allocation of the balance sheet profit
3. Resolution on the discharge of liability of the members of the Executive
Board for the business year 2020/21
4. Resolution on the discharge of liability of the members of the Supervisory
Board for the business year 2020/21
5. Resolution on the election of the independent auditor for the Annual
Financial Statements and the Consolidated Financial Statements for the
business year 2021/22
6. Resolution on the Remuneration Report
7. Elections to the Supervisory Board
8. Resolution on the creation of a new authorized capital, also with the
possibility of issuing new shares against contributions in kind, the
exclusion of the subscription right and the corresponding amendment of the
Articles of Association in § 5 (share capital and shares)
III. DOCUMENTS FOR THE AGM; PROVISION OF INFORMATION ON THE WEBSITE
In accordance with Sec. 108 (3) and (4) AktG, in particular the following
documents will be available on the Company's website no later than August 18,
Information on Participation: 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),\nAnnual Financial Statements and Management Report,\nConsolidated Financial Statements and Consolidated Management Report,\nConsolidated Corporate Governance Report,\nRemuneration Report\nConsolidated Non-Financial Report,\nProposed allocation of profits,\nReport of the Supervisory Board,\neach for business year 2020/21;
Proposed resolutions for agenda items 2 to 8,\nstatement pursuant to Section 87, Paragraph 2 AktG and CV of the nominee for the election to the Supervisory Board according to agenda item 7\nReport of the Executive Board of the exclusion of the exclusion of the subscription right - agenda item 8\nForm for granting proxy to the special proxies pursuant to Sec. 3 para. 4 COVID-19-GesV,\nQuestion form,\nForm for revoking a proxy,\nFull text of this Invitation.\nIV. 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 is based on share ownership at the close of August 29, 2021
(12:00 a.m. [midnight], CEST) (the "Record Date").
A deposit confirmation in accordance with Sec. 10a AktG must be submitted to
prove share ownership on the Record Date, and must be received by the Company no
later than September 3, 2021 (12:00 a.m. [midnight], CEST) exclusively through
one of the following communication channels and addresses:
(i) Send the deposit confirmation in text form (which satisfies Sec. 19 para. 3
of the Articles of Association):
By e-mail email@example.com
(please send deposit confirmations in PDF format))
By fax +43 (0)1 8900 500 73
(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)
It will not be possible to appoint a special proxy and to exercise the
shareholders' right to information without a deposit confirmation being 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
timely 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 deposit, 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
(Sec. 10a (2) AktG):
information about the issuer: company name and address or a code commonly used in transactions between credit institutions (SWIFT code),\ninformation 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,\ninformation about the shares: number of shares held by the shareholder, ISIN AT0000KAPSCH9,\ndeposit number or other identifier,\npoint of time or time period to which the deposit confirmation relates.\nThe 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
29, 2021, 12:00 a.m. [midnight], CEST). A deposit confirmation will be accepted
in German or English language.
V. APPOINTMENT OF A SPECIAL PROXY AND THE PROCEDURE TO BE FOLLOWED
Any shareholder who fulfills the prerequisites for participation pursuant to
Section IV of this Invitation has the right appoint a special proxy holder.
Proposals for resolutions, cast a vote or raise an objection, can only be made
through this person.
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
(ii) Mag. Christoph Moser
c/o Schönherr Rechtsanwälte GmbH
Schottenring 19, 1010 Vienna, Austria
(iii) Mag. Ewald Oberhammer
c/o Oberhammer Rechtsanwälte GmbH
Karlsplatz 3/1, 1010 Vienna, Austria
(iv) Dr. Marie-Agnes Arlt, LL.M.
c/o a2o.legal - Kooperation selbständiger Rechtsanwälte
Ebendorferstraße 6/10, 1010 Vienna, Austria
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. 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 of this
AGM and published. This written request via regular mail or courier must be
received by the Company exclusively at the address Kapsch TrafficCom AG, attn.
Mr. Hans Lang
, Investor Relations, Am Europlatz 2, 1120 Vienna, Austria, no
later than August 18, 2021 (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). Regarding other requirements for deposit confirmations reference is
made to the information on entitlement to participate in the meeting (Section IV
of this Invitation).
2. Shareholders' proposals for resolutions on the agenda pursuant to Sec. 110
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. Such request must be in text form and received by the Company
no later than August 31, 2021 (12:00 a.m. [midnight], CEST) either via fax, to
+43 (0)50 811 2809 or via regular mail to Kapsch TrafficCom AG, attn. Mr. Hans
Lang, Investor Relations, Am Europlatz 2, 1120 Vienna, Austria, or via e-mail to
firstname.lastname@example.org whereas the request in text form (according to Sec.
13 para. 2 AktG) must be attached to the e-mail, for example as a PDF. 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 written 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). Regarding other requirements for deposit confirmations
reference is made to the information on entitlement to participate in the
meeting (Section IV of this Invitation).
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
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.
Preconditions for exercising the shareholder's right to information are the
proof of the entitlement to participate in the meeting (Section IV of this
Invitation) and having granted the respective power of attorney to a special
proxy (Section V of this Invitation).
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: email@example.com
The Chairman can 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 firstname.lastname@example.org 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 3, 2021. This will enable the Company
to prepare as accurately as possible and to answer questions at the AGM as
quickly as possible. Shareholders are asked to use the Question Form which is
available on the Company's website. If this Question Form is not used, the
person (name/company, date of birth/company register number of the shareholder)
must be named in the corresponding e-mail. We would also ask to include the
deposit number in the e-mail in order to enable the Company to verify the
identity of and conformity with the safe custody receipt.
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.
A shareholder's request to nominate a candidate for election to the Supervisory
Board requires timely submission of a resolution proposal in accordance with
Sec. 110 AktG. Candidates for election to the Supervisory Board (agenda item 7)
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 30, 2021. Each candidate
nomination must be accompanied by a statement pursuant to Sec. 87 para. 2 AktG
of the proposed person about his or her 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
So far, the Supervisory Board has four members elected by the AGM. Therefore,
the provisions regarding the minimum gender quota pursuant to Sec. 86 para. 7
AktG do not apply.
The point in time up to which instructions on the submission of requests to the
special proxy are possible will be determined by the Chairman in the course of
the virtual AGM.
Preconditions for this are the prove of the entitlement to participate in the
meeting pursuant to Section IV of this Invitation and having granted the
respective power of attorney to a special proxy pursuant to Section V of this
The document containing Information on Participation has additional information
and describes the methods of exercising the shareholder's right to make requests
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 on the Company's website.
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 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 2021
The Executive Board
end of announcement euro adhoc
issuer: Kapsch TrafficCom AG
Am Europlatz 2
phone: +43 50811 1122
FAX: +43 50811 99 1122
Digital press kit: http://www.ots.at/pressemappe/411/aom
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