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Kapsch TrafficCom

EANS-Adhoc: Invitation Annual General Meeting Kapsch TrafficCom AG (Vienna, FN 223805 a, ISIN AT000KAPSCH9)

  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.
26.07.2010
We would like to invite our shareholders to the of  Kapsch TrafficCom
AG on Wednesday, August 25, 2010 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, the proposed
allocation of profit and the report of the Supervisory Board for the business
year 2009/2010
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 2009/2010
4.      Resolution on the formal approval of the action of the members of the
Supervisory Board for the business year 2009/2010
5.      Appointment of the auditors and the Group auditors for the business year
2010/2011
6.      Election to the Supervisory Board
7.      Resolution on the alteration of the Articles of Association in sections
5, 11, 12, 13, 14 and 16, in particular the adjustments to the changes statutory
provisions - Amending Law to Stock Corporation law 2009
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. Marcus Handl starting on August 4,
2010 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 2009/2010;
•       proposed resolutions as to the items 2 - 7 of the agenda,
•       Articles of Association with proposed amendments highlighted,
•       Statements of the nominees 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 4, 2010 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 AND 118 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 4 August 2010 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 16, 2010 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. 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.
Additional information on the rights of the shareholders in 
accordance with sections 109, 110 and 118 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 15, 2010 (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 20, 2010 
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
•       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 15, 2010.
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 24, 2010 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 can be sent to you upon request or you can retrieve it
on the Company´s website at www.kapsch.at.
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 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, August 2010
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 (ETC) 
systems, in particular for the multi-lane free-flow (MLFF) of the 
traffic, and the technical and commercial operation of such systems. 
Kapsch TrafficCom also supplies traffic management systems, with a 
focus on road safety and traffic control, and electronic access 
systems and parking management. With more than 230 references in 38 
countries in all 5 continents, and with almost 18 million on-board 
units (OBUs) delivered and nearly 13,000 lanes equipped, Kapsch 
TrafficCom has positioned itself among the leading suppliers of ETC 
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.
end of announcement                               euro adhoc

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.net
www.kapschtraffic.com

Branche: Technology
ISIN: AT000KAPSCH9
WKN:
Index: Prime Market
Börsen: Wien / official market

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