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AGM-R - Publication of a resolution adopted at the AGM on 3 September 2025 pursuant to 119 (9) of the Austrian Stock Exchange Act in conjunction with 2 (1) and 3 (1) of the 2018 Publication Regulation

Company: Kapsch TrafficCom AG Date: 2025-09-03 Language: English Register to download

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 News Details 

AGM announcements | 3 September 2025 14:48

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Publication of a resolution adopted at the AGM on 3 September 2025 pursuant to § 119 (9) of the Austrian Stock Exchange Act in conjunction with §§ 2 (1) and 3 (1) of the 2018 Publication Regulation

Kapsch TrafficCom AG / Announcement of the Results of the General Meeting  

Publication of a resolution adopted at the AGM on 3 September 2025 pursuant to § 119 (9) of the Austrian Stock Exchange Act in conjunction with §§ 2 (1) and 3 (1) of the 2018 Publication Regulation  

  

03.09.2025 / 14:48 CET/CEST  

Announcement of the Results of the General Meeting, transmitted by EQS News – a service of EQS Group.  

The issuer is solely responsible for the content of this announcement.  

  

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**Kapsch TrafficCom AG**  

**ISIN: AT000KAPSCH9**  

  

**Publication of a resolution adopted at the AGM on 3 September 2025 pursuant to § 119 (9) of the Austrian Stock Exchange Act in conjunction with §§ 2 (1) and 3 (1) of the 2018 Publication Regulation**  

  

At the Annual General Meeting of Kapsch TrafficCom AG (the “Company”) held on 3 September 2025, the following resolution was adopted under agenda item 8 (Resolution on the authorization of the Executive Board to purchase own shares in accordance with Section 65 (1) no. 8 as well as (1a) and (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, as well as in accordance with Section 65 (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), and to decrease the share capital of the Company by a redemption of own shares without any further resolution by the Shareholders’ Meeting):  

  

– Pursuant to Section 65 (1) No. 8 as well as (1a) and 1b AktG, the Executive Board shall be authorized to purchase both via the stock exchange and over the counter own bearer shares of the Company of up to 10 % of the share capital of the Company for a validity period of 30 months from September 3, 2025, thus until the end of 5 March 3, 2028, whereby the minimum consideration may not be more than 25 % below and the maximum consideration may not be more than 25 % above the weighted average closing price on the Vienna Stock Exchange of the last 20 (twenty) trading days preceding the start of the buyback program. Trade in own shares is excluded as a purpose of purchase. The said authorization may be exercised wholly or in part or also by way of several part amounts, with the option to make repeated use of the 10% limit, and in pursuit of one or several purposes by the Company, by a subsidiary (Section 189a (7) of the Austrian Business Enterprise Code (“Unternehmensgesetzbuch” or “UGB”)) or for the account of the Company by third parties.  

  

The Executive Board shall be authorized to resolve the purchase of own shares via the stock exchange and has to inform the Supervisory Board on the resolution afterwards. The purchase over the counter shall be subject to the Supervisory Board’s prior approval. A purchase of shares over the counter may be performed excluding the shareholders’ pro rata disposal rights.  

  

  

– For a period of five years with effect from September 3, 2025, the Executive Board shall be authorized pursuant to Section 65 (1b) AktG, with the approval of the Supervisory Board, 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 exclude the shareholders’ pro rata subscription rights (exclusion of subscription rights), and to stipulate the conditions of sale. Authorization may be exercised wholly or in part or by way of several part amounts and in pursuit of one or several purposes by the Company or by a subsidiary (Section 189a (7) UGB) or for the account of the Company by third parties.  

  

  

– The Executive Board is authorized, with the approval of the Supervisory Board, to decrease the share capital of the Company by a redemption of own shares according to Section 65 (1) no. 8 last sentence in conjunction with Section 122 AktG without any further resolution by the Shareholders’ Meeting. The Supervisory Board is authorized to resolve upon the amendments of the Articles of Association as a consequence of the redemption of shares.  

  

  

Vienna, September 2025  

  

The Executive Board  

  

  

  

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03.09.2025 CET/CEST  

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|     |     |
| --- | --- |
| 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 |

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2191924  03.09.2025 CET/CEST

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