Pre-Annual General Meeting Information • Aug 13, 2013
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 Thursday, September 12th, 2013 at 10.00 a.m., in the conference room of Kapsch TrafficCom AG, 1120 Vienna, Am Europlatz 2.
Especially the following documents will be available online at www.kapsch.net/de/ktc/investor_relations on August 22nd, 2013 at the latest and will also be available during the annual general meeting.
Subl.: NOTICE OF THE RIGHTS OF THE SHAREHOLDERS IN ACCORDANCE WITH SECTION 109, 110, 118 AND 119 OF THESTOCK CORPORATION ACT
Shareholders whose shares together amount to 5 % of the share capital and who have been holders of these shares for a period of the last three months before the application, may request in writing the additional items be included in the agenda for this annual general meeting and that an announcement be made in this respect, provided such request is received by the company in writing no later than August 22nd, 2013 and exclusively to the address Am Europlatz 2, 1120 Vienna, Austria, Investor Relations department, Mr. Marcus Handl. The Shareholder capacity has to be evidenced by submitting a deposit confirmation pursuant to Sec. 10a of the Austrian Stock Corporation Act, confirming that the Shareholders making such requests have held their shares for at least three months prior to making such requests. Such confirmation must not be older than seven days at the time of its submission to the Company. As regards the other requirements of the certificate of deposit, please refer to the information on the right to attend the Annual General Meeting.
Shareholders whose shares together amount to 1 % of the equity capital may transmit written proposals for resolutions for each item on the agenda including reasons therefore and may request that such proposal including the reasons be made available on the website of the Company, provided such request is received by the Company no later than September 3rd, 2013 via fax at +43(0)50811 1709 or via mail to Am Europlatz 2, 1120 Vienna, Austria, Investor Relations department, Mr. Marcus Handl or via e-mail to [email protected], whereas the request must be in a text format, e.g. PDF, and attached to the e-mail. The Shareholder capacity has to be evidenced by submitting a deposit confirmation pursuant to Sec. 10a of the Austrian Stock Corporation Act which must not be older than 7 days at the time of its submission to the Company. The other requirements for the safe custody receipt are included in the statements concerning 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 evaluation of an item on the agenda.
Please send any questions the answering of which requires extended preparation to Mr. Marcus Handl duly in advance of the Shareholders' Meeting in text form to safeguard that the meeting can be conducted in an economic manner. Questions can be sent to the company by e-mail addressed to [email protected] or by telefax sent to +43 (0) 50811 1709.
At the Shareholders' Meeting, every Shareholder is entitled to propose motions on any item on the agenda. This shall however not apply for proposals for election to the Supervisory Board (TOP 6): Proposals for the election of Supervisory Board members must, for every proposed person, be made accessible on the internet site of the Company together with declarations according to section 87 paragraph 2 of the Stock Corporation Act latest by 5th of September, 2013, otherwise the persons proposed must not be put to a vote. This shall comprise also proposals for election submitted by Shareholders according to section 110 of the Stock Corporation Act to be submitted to the Company in writing at the latest on the 3rd of September, 2013.
Additional information on the rights of the Shareholders in accordance with sections 109, 110, 118 and 119 of the Stock Corporation Act are available on the website of the Company, www.kapsch.net/de/ktc/investor_relations .
The entitlement to participate in the annual general meeting and to exercise the voting right and all the other Shareholders' rights to be asserted in connection with the annual general meeting is subject to the shareholding at the end of September 2nd, 2013 (record date).
Only persons who are Shareholders on the record date and provide evidence therefore shall be entitled to participate in the annual general meeting.
In case of deposited bearer shares, the shareholding as of the record date may be evidenced by a safe custody receipt in accordance with section 10a of the Stock Corporation Act, to be received by the Company no later than September 9th, 2013 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 e-mail [email protected], whereas the safe custody receipt should be attached to the e-mail in text format, e.g. PDF
Kapsch TrafficCom AG does not accept safe custody receipts according to section 114 paragraph 1 fourth sentence of the Stock Corporation Act that are transferred via an internationally widespread, particularly secured communication network of banks(SWIFT) as other electronic ways of communication (fax and e-mail) are opened. This is because Kapsch TrafficCom AG provided SWIFT as electronic way of com-munication at both previous annual general meetings, however, the depository banks did not make any use of it.
Subl.: Safe custody receipt in accordance with section § 10a of the Stock Corporation Act
The safe custody receipt must be issued by the depositary bank headquartered 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 data:
The safe custody receipt as evidence for the shareholding must refer to the record date stated above, i.e. September 2nd, 2013.
The safe custody receipt shall be accepted in German or in English.
The Shareholders shall not be blocked due to their registration for the annual general meeting and/or the transmission of a safe custody receipt; therefore, Shareholders may still freely dispose of their shares even after they are registered and/or transmitted a safe custody receipt.
Subl.: REPRESENTATION BY PROXY
Each shareholder entitled to participate in the annual general meeting has the right to appoint a proxy who participates in the annual general meeting in the name of such shareholder and who has the same rights as the shareholder he/she represents.
The power of attorney must be granted to a certain (an individual or a legal entity) in text form; also several persons may be authorized.
The power of attorney must be received by the company exclusively at one of the addresses stipulated below at September 11th, 2013 at 4 p.m. at the latest:
A power of attorney form and a form for the revocation of power of attorney can be sent to you upon request or you can retrieve it on the Company's website at www.kapsch.net/de/ktc/investor_relations.
The above regulations 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 shall suffice if such bank declares that it has power of attorney and provides the safe custody receipt. For the transmission of this declaration, section 10a, paragraph 3 of the Stock Corporation Act shall apply 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 bound by the Shareholders' instructions for exercising voting rights at the Annual General Meeting; a special form of 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].
Subl.: Total number of shares and voting rights
At the date of convening the annual general meeting 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. At the date of convening the annual general meeting the Company holds neither directly nor indirectly own shares. The total number of shares entitled to participate and vote at the annual general meeting therefore at the date of convening the annual general meeting amounts to 13,000,000 shares.
In order to avoid delays at the entrance checks, Shareholders are asked to present themselves in due time before the start of the annual general meeting. Voting cards may be collected from 9.30 a.m. onwards.
Vienna, August 2013
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. Katharina Riedl
Unternehmenssprecherin
Kapsch AG
Am Europlatz 2
1120 Wien, Österreich
Tel.: +43 50.811 1705
E-Mail: {[email protected]}
[HYPERLINK: mailto:[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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