EANS-Adhoc: Kapsch TrafficCom AG Invitation Annual General Meeting Kapsch
TrafficCom AG (Vienna, FN 223805 a, ISIN AT000KAPSCH9)
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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.
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22.07.2011
22.07.2011
We would like to invite our shareholders to the Annual General Meeting of Kapsch
TrafficCom AG on Wednesday, August 22, 2011 at 10.00 a.m., in the conference
room of Kapsch TrafficCom AG, 1120 Vienna, Am Europlatz 2.
1. 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 and the report of the
Supervisory Board for the business year 2010/2011
2. Resolution on the allocation of the profit for the financial year shown in
the Annual financial Statements
3. Resolution on the formal approval of the action of the members of the
Management Board for the business year 2010/2011
4. Resolution on the formal approval of the action of the members of the
Supervisory Board for the business year 2010/2011
5. Appointment of the auditors and the Group auditors for the business year
2011/2012
6. Election of a member to the Supervisory Board
DOCUMENTATION FOR THE ANNUAL GENERAL MEETING
The following documents will be available for inspection by the shareholders in
the premises at the seat of the Company Am Europlatz 2, 1120 Vienna, Austria,
Investor Relations department, Mr. Marucs Handl starting on August 1, 2011 at
the latest:
annual financial statements and management report,
corporate governance report,
consolidated financial statements and management report for the Group,
proposal for the allocation of profit,
report of the Supervisory Board,
each for the business year 2010/2011;
proposed resolutions as to the items 2 - 6 of the agenda,
Statements of the nominee for the election to the Supervisory Board according
to TOP 6 in accordance with section 87, paragraph 2 of the Stock Corporation
Act.
These documents as well as the full text of this invitation and the form for the
grant and revocation of a proxy will be made available online at www.kapsch.at
on August 1, 2011 at the latest and will also be available during the annual
general meeting.
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 1 August 2011 and exclusively to the address Am Europlatz 2, 1120 Vienna,
Austria, Investor Relations department, Mr. Marcus Handl. Shareholders must also
indicate proposals for resolutions regarding each item on the agenda so
requested, including a statement of grounds. In case of deposited bearer shares
a deposit certificate (Depotbestätigung) pursuant to sec. 10a of the Austrian
Stock Corporation Act shall be sufficient to evidence that the shareholders
making such requests have held their shares for at least three months prior to
making such requests, and this certificate shall not be older than seven days at
the time of it being submitted 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 August 10, 2011 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 ir.kapschtraffic@kapsch.net, whereas the request
must be in a text format, e.g. PDF, and attached to the e-mail. In case of a
proposal for the election of a new member to the Supervisory Board, the
statement of reasons shall be replaced by the statement according to sec. 87
para. 2 of the Austrian Stock Corporation Act of the person proposed. The
shareholders, in order to be able to exercise shareholder´s rights, must provide
evidence of their capacity as shareholder by providing a safe custody receipt in
accordance with section 10a of the Stock Corporation Act for deposited bearer
shares; such receipt should be issued no later than 7 days before its
presentation 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.
If interim certificates have been issued, the listing in the register of
shareholders is relevant and separate registration is not required 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 ir.kapschtraffic@kapsch.net 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. Individuals named as candidates to the Supervisory
Board (Item 6 of the agenda) may only be proposed by shareholders who aggregate
shareholding amounts to at least 1 % of the share capital. Shareholder requests
of this kind will only be considered if they are received by the Company in
writing no later than August 10, 2011. The proposal nominating a candidate to
the Supervisory Board must be accompanied by a statement made by the proposed
candidate pursuant to section 87 para. 2 AktG outlining his/her professional
qualifications, professional or comparable functions as well as any
circumstances that could give reason for concern in respect to any potential
bias.
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.at.
RECORD DATE AND PARTICIPATION IN THE ANNUAL GENERAL MEETING
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
August 12, 2011 (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.
Deposited bearer shares
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 August 17,
2011 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 SWIFT:
GIBAATWGGMS
(Message Type MT598; please state ISIN AT000KAPSCH9 in the text)
Via fax:
+43 (1) 8900 500 - 68
Via e-mail:
anmeldung.kapsch@hauptversammlung.at, whereas the safe custody receipt should be
attached to the e-mail in text format, e.g. PDF
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:
Information on the issuer: name / name of company and address or a code used
for transactions between banks (SWIFT code),
Information on the shareholder: 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 held by the shareholder, ISIN
AT000KAPSCH9,
Deposit number and/or another description,
Time to which the safe custody receipt refers.
The safe custody receipt as evidence for the shareholding must refer to the
record date stated above, i.e. August 12, 2011.
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.
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 August 19, 2011 at 16 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:
anmeldung.kapsch@hauptversammlung.at, 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 place of
the meeting
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.at.
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.at. 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
Michael.knap@iva.or.at.
Total number of shares and voting rights
At the date of convening the annual general meeting (July 20, 2011) the share
capital of the Company amounts to EUR 12,200,000.00 and is divided into
12,200,000 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 12,200,000 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, July 2011
The Management Board
Kapsch TrafficCom is an international supplier of superior Intelligent
Transportation Systems (ITS). Its principle business is the development and
supply of electronic toll collection systems, in particular for the multi-lane
free-flow of the traffic, and the technical and commercial operation of such
systems. Kapsch TrafficCom also supplies traffic management systems, urban
traffic solutions and selected ITS and telematic applications. With 260
references in 41 countries on all 5 continents, and with almost 44 million
on-board units delivered and more than 18,000 lanes equipped, Kapsch TrafficCom
has positioned itself among the internationally recognized suppliers of
electronic toll collection systems worldwide. Kapsch TrafficCom is headquartered
in Vienna, Austria, and has subsidiaries and representative offices in 25
countries.
Disclaimer
This ad-hoc release constitutes neither an offer to sell nor a solicitation to
buy any securities. The securities have already been sold.
This ad-hoc release and the information it contains are not for publication in
the United States of America (U.S.A.) and may not be distributed to U.S. persons
(as defined in Regulation S of the U.S. Securities Act ("Securities Act") of
1933, as amended) or to publications with a general circulation in the U.S.A.
This stock exchange announcement does not constitute an offer for the sale of
securities or solicitation of an offer to purchase securities in the U.S.A. The
securities of Kapsch TrafficCom AG have not been registered under the provisions
of the Securities Act and may not be offered, sold or delivered to U.S. persons
without prior registration under or exemption from the registration
requirements.
This ad-hoc release is exclusively addressed to persons (i) outside the United
Kingdom, or (ii) who are investment professionals for the purposes of article
19(5) U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"), as amended, or (iii) who are included under article 49(2)
(a)-(d) of the Order ("high net worth companies, unincorporated associations,
etc.). All such persons are hereinafter referred to as "Relevant Persons". No
person who is not a Relevant Person may take action on the basis of this press
release or the information contained herein or rely thereon. Investment or
investment activities in connection with this press release are only available
to Relevant Persons, and investment business will only be transacted with
Relevant Persons.
Further inquiry note:
Marcus Handl
Investor Relations
Kapsch TrafficCom AG
Tel: +43 (0) 50 811 1120
Am Europlatz 2, A-1120 Vienna, Austria
E-mail: ir.kapschtraffic@kapsch.netwww.kapschtraffic.com
end of announcement euro adhoc
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issuer: Kapsch TrafficCom AG
Am Europlatz 2
A-1121 Wien
phone: +43 1 50811 1122
FAX: +43 1 50811 99 1122
mail: ir.kapschtraffic@kapsch.net
WWW: www.kapschtraffic.com
sector: Technology
ISIN: AT000KAPSCH9
indexes: Prime Market
stockmarkets: official market: Wien
language: English
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