Pre-Annual General Meeting Information • Aug 1, 2014
Pre-Annual General Meeting Information
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General meeting information transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
Kapsch TrafficCom AG
Vienna, FN 223805 a ISIN AT000KAPSCH9
We would like to invite our shareholders to the
Annual General Meeting of Kapsch TrafficCom AG
on Monday, September 1st, 2014 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, the proposal on the allocation of the balance sheet profit and the report of the Supervisory Board for the business year 2013/2014
Resolution on the allocation of the balance sheet profit
Resolution on the formal approval of the actions of the members of the Management Board for the business year 2013/2014
Resolution on the formal approval of the actions of the members of the Supervisory Board for the business year 2013/2014
Appointment of the auditors and the group auditors for the business year 2014/2015
Election of members to the Supervisory Board
Resolution on the remuneration of a member of the Supervisory Board
DOCUMENTATION FOR THE ANNUAL GENERAL MEETING
Especially the following documents will be available online at www.kapsch.net/ de/ktc/investor_relations on August 11th, 2014 at the latest and will also be available during the annual general meeting.
· report of the Supervisory Board,
each for the business year 2013/2014;
· proposed resolutions of the management board and the supervisory board as to the items 2 - 7 of the agenda,
· statement of the nominee for the election to the Supervisory Board according to TOP 6 in accordance with section 87, paragraph 2 of the Austrian Stock Corporation Act,
NOTICE OF THE RIGHTS OF THE SHAREHOLDERS IN ACCORDANCE WITH SECTIONs 109, 110, 118 AND 119 OF THE AUstrian STOCK CORPORATION ACT
Shareholders holding in the aggregate 5 % or more of the share capital and who have held such shareholding for a period of at least three months before the application, may request in writing the inclusion and announcement of additional agenda items for this Annual General Meeting, provided such request is received by the Company in writing no later thanAugust 11th, 2014 and exclusively to the address Am Europlatz 2, 1120 Vienna, Austria, Investor Relations Department, Mr. Marcus Handl. The capacity as shareholder has to be evidenced by submitting a deposit confirmation pursuant to section 10a of the Austrian Stock Corporation
Act confirming that the shareholders have held their shares for at least three months prior to making such requests. Such confirmation must have been issued not earlier than seven days prior to the time of its submission to the Company. As regards the other requirements of the deposit confirmation, please refer to the information on the entitlement to participate in the Annual General Meeting.
Shareholders who hold in the aggregate 1 % or more of the share capitalmay submit written proposals for resolutions for each agenda item together with reasoning for their proposal and may request that such proposal including the reasoning be made available on the website of the Company, provided such request is received by the Company no later than August 21st, 2014 via fax at +43(0)50811 1709 or via mail at Am Europlatz 2, 1120 Vienna, Austria, Investor Relations Department, Mr. Marcus Handl or via e-mail to [email protected]. The request must be submitted in a text format, e.g. PDF, and attached to the e-mail. The capacity as shareholder has to be evidenced by submitting a deposit confirmation pursuant to section 10a of the Austrian Stock Corporation Act which must have been issued not earlier than seven days prior to its submission to the Company. The other requirements as to content and form of the deposit confirmation are included in the information on the entitlement 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 assessment of an agenda item.
Please send any questions which require extended preparation for them to be answered to Mr. Marcus Handl duly in advance of the Annual General Meeting in writing to ensure that the meeting can be conducted in an efficient manner. Questions can be sent to the Company by e-mail to the address [email protected] or by telefax at +43 (0) 50811 1709.
At the Annual General Meeting, each shareholder is entitled to propose motions on any agenda item. This does, however, not apply to proposals for election of members to the Supervisory Board (TOP 6): Proposals for the election of members to Supervisory Board must, for each proposed person, be made accessible on the internet site of the Company together with declarations according to section 87 paragraph 2 of the Austrian Stock Corporation Act by August 25th, 2014 at the latest, otherwise any proposed person is not eligible for election. This applies also to proposals for election submitted by shareholders according to section 110 of the Austrian Stock Corporation Act to be submitted to the Company in writing by August 21st , 2014. Additional information on the rights of the shareholders in accordance with sections 109, 110, 118 and 119 of the Austrian Stock Corporation Act are available on the website of the Company at www.kapsch.net/de/ktc/ investor_relations .
The entitlement to participate in the Annual General Meeting and to exercise the voting rights and other shareholders' rights to be exercised in the Annual General Meeting depends on the shareholdings on the record date, i.e. 12pm midnight - CEST (Local Time Vienna), August 22nd, 2014 (record date). Only persons who are shareholders on the record date and provide evidence therefore are entitled to participate in the Annual General Meeting.
In case of deposited bearer shares, the shareholding as of the record date are to be evidenced by a deposit confirmation in accordance with section 10a of the Austrian Stock Corporation Act, to be addressed to and received by the Company not later thanAugust 27th, 2014 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 [email protected], whereas the deposit conformation should be attached to the e-mail in text format, e.g. PDF
Via SWIFT GIBAATWGGMS Message Type MT598, ISIN AT000KAPSCH9 must be indicated in the The deposit confirmation must be issued by the bank where the shareholder has deposited his/her shares with its head office 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 information: · Details of the issuing bank: name / name of company and address or a code used for transactions between banks; · Shareholder details: 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 ISIN AT000KAPSCH9 held by the shareholder; · Deposit number and/or another description; and · Time to which the deposit information refers to.
The deposit confirmation as evidence for the shareholding must refer to the record date stated above, i.e. August 22nd, 2014.
Deposit confirmations are accepted in German or in English.
Each shareholder who is entitled to participate in the Annual General Meeting has the right to appoint a proxy who participates in the Annual General Meeting to represent such shareholder. The proxy holder attends the Annual General Meeting on behalf of the shareholder and has the same rights as the shareholder he/she represents.
The power of attorney must be granted to a specific person (either an individual or a legal entity) in text form; also several persons may be authorized.
The power of attorney must be addressed to and received by the Company exclusively at one of the addresses stipulated below by August 29th, 2014 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 [email protected], 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 location of the meeting
After that, the power of attorney or its revocation has to be presented personally to the registration desk on the day and at the venue of the Annual General Meeting.
A power of attorney sample and a sample for the revocation of the power of attorney can be sent to you upon request or you can retrieve it from the Company's website at www.kapsch.net/de/ktc/investor_relations.
The above provisions 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 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 paragraph 3 of the Austrian Stock Corporation Act applies 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 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 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 [email protected].
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At the time of the convocation of the Annual General Meeting the share capital of the Company amounts to EUR 13,000,000.00 and is divided into 13,000,000 nopar bearer shares. Each share grants one vote. At the time of the convocation of the Annual General Meeting the Company holds neither directly nor indirectly own shares. The total number of shares entitled to participate in and vote at the Annual General Meeting therefore amounts to 13,000,000 shares at the date of the convocation of the Annual General Meeting.
In order to avoid delays at the entrance checks, shareholders are asked to be present in due time before the start of the Annual General Meeting. Voting cards may be collected from 9.30 a.m. on.
Vienna, August 2014
The Management Board
Further inquiry note: Mag. Marcus Handl
Investor Relations Officer
Kapsch TrafficCom AG
Am Europlatz 2
1120 Wien, Österreich
Tel.: +43 50.811 1120
E-Mail: {[email protected]}
[HYPERLINK: mailto:[email protected]]
Pressekontakt:
Mag. Alf Netek
Chief Marketing Officer
Kapsch AG
Am Europlatz 2, 1120 Wien, Österreich
Tel.: +43 50811 1700
| E-Mail: [email protected] | |
|---|---|
| issuer: | Kapsch TrafficCom AG |
| Am Europlatz 2 | |
| A-1121 Wien | |
| phone: | +43 1 50811 1122 |
| FAX: | +43 1 50811 99 1122 |
| mail: | [email protected] |
| WWW: | www.kapschtraffic.com |
| sector: | Technology |
| ISIN: | AT000KAPSCH9 |
| indexes: | Prime Market |
| stockmarkets: official market: Wien | |
| language: | English |
Aussendung übermittelt durch euro adhoc The European Investor Relations Service
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