Kapsch TrafficCom AG

Capital/Financing Update • Apr 28, 2015

EANS-Adhoc: Kapsch TrafficCom AG publishes invitation to tender notes due 2017 for repurchase for cash

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.

Capital measures

**NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, BELGIUM, CANADA, FRANCE, JAPAN, ITALY OR THE UNITED KINGDOM**

• Repurchase price 105.75%

• Offer period starts on April 29, 2015 and is expected to end on May 19, 2015

Kapsch TrafficCom AG (the "Company") (ISIN AT000KAPSCH9), listed on the Vienna Stock Exchange in the prime market segment, publishes an invitation to tender notes due 2017 (ISIN AT0000A0KQ52) for repurchase for cash at a repurchase price of 105.75%). As of today, the Company intends to accept offers for notes tendered up to a maximum nominal amount of EUR 40 million. The acceptance of offers to tender is at the discretion of the Company.

The offer document including the invitation to tender notes for repurchase will be published on the website of Kapsch TrafficCom AG (http://www.kapsch.net/ktc/investor_relations) tomorrow Wednesday April 29, 2015. The offer period will start on April 29, 2015 (inclusive) and is expected to end on May 19, 2015, 15:00 hours (Vienna time). A shortening, extension or termination of the offer is reserved.

By means of the invitation to tender notes for repurchase, the Company intends to optimize its capital structure and to reduce its ongoing interest expense. The Company intends to cancel notes repurchased.

In the context of the invitation to tender notes for repurchase, Erste Group Bank AG will act as tender agent and dealer manager.

Inquiry reference: Investor Contact Marcus Handl Investor Relations Officer Kapsch TrafficCom AG Am Europlatz 2, 1120 Vienna, Austria Phone: +43 50 811 1120 E-mail: ir.kapschtraffic@kapsch.net

Issuer: Kapsch TrafficCom AG Am Europlatz 2 A-1121 Vienna, Austria Phone: +43 1 50811 1122 FAX: +43 1 50811 99 1122 E-mail: ir.kapschtraffic@kapsch.net WWW: www.kapschtraffic.com Sector: Technology ISIN: AT000KAPSCH9 (shares), AT0000A0KQ52 (notes) Indexes: Prime Market (shares) Stock markets: official market, Vienna (shares); second regulated market, Vienna (notes) Language: English

Disclaimer

This publication is no offer for and does not constitute a solicitation or invitation to buy back notes issued by Kapsch TrafficCom AG in or from any jurisdiction where it is prohibited to make such offer, invitation or solicitation or where it is prohibited to make an offer by or to certain individuals. In particular, the solicitation and invitation referred to in this publication is not being and will not be made, directly or indirectly, in the United States of America, its territories or possessions or any area subject to its jurisdiction, nor may it be accepted in or from the United States of America. Further, the solicitation and invitation referred to in this publication is not being and will not be made, directly or indirectly, to persons located or resident in the Republic of Italy or to the public in Australia, Belgium, Canada, France, Italy, Japan or the United Kingdom nor may

language:	English
	stockmarkets: official market: Wien
indexes:	Prime Market
sector: ISIN:	Technology AT000KAPSCH9
WWW:	www.kapschtraffic.com
mail:	ir.kapschtraffic@kapsch.net
FAX:	+43 1 50811 99 1122
phone:	+43 1 50811 1122
	A-1121 Wien
	Am Europlatz 2
issuer:	Kapsch TrafficCom AG
	E-mail: ir.kapschtraffic@kapsch.net
	Phone.: +43 50 811 1120
1120 Vienna, Austria
Am Europlatz 2
Kapsch TrafficCom AG
	Investor Relations Officer
Marcus Handl
Further inquiry note:	Investor Contact:
the United Kingdom.
	it be accepted in or from Australia, Belgium, Canada, France, Italy, Japan or

Aussendung übermittelt durch euro adhoc The European Investor Relations Service