EANS-General Meeting: Kapsch TrafficCom AG / Resolutions of the General Meeting

General meeting information transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is responsible for the content of this announcement.

10.09.2019

Vienna, September 10, 2019: Today's Annual General Meeting of Kapsch TrafficCom AG passed the following resolutions:

  • Distribution of a dividend of EUR 1.50 per share (in total EUR 19,500,000,--). The remaining amount will be carried forward onto new account. The ex-dividend date is September 13, 2019; the dividend record date is September 16, 2019; the dividend payment date is September 18, 2019.
  • Dr. Franz Semmernegg, Dr. Kari Kapsch und Dr. Harald Sommerer again elected to the Supervisory Board. Term of office ending at the end of the Annual General Meeting deciding on the formal approval for the fiscal year 2022/23.
  • PwC Wirtschaftsprüfung GmbH, Vienna, appointed as auditor and Group auditor for the fiscal year 2019/20.
  • The actions of the members of the Management Board and the members of the Supervisory Board in office in the fiscal year 2018/19 were formally approved.
  • Authorization to purchase own shares as well as to sell or use shares in a manner other than via the stock exchange or a public offer:

1. Pursuant to Section 65 para. 1 No. 8 as well as para. 1a and 1b AktG, the Management Board shall be authorized to purchase both via the stock exchange and over the counter own bearer shares of the Company in a volume of up to 10% of the share capital of the Company for a validity period of 30 months from 10th September 2019, thus until 10th March 2022, whereby the lowest consideration may be not less than EUR 1,-- and the highest consideration may be not more than 10% above the average unweighted closing price on the Vienna Stock Exchange for the last ten trading days prior to purchase of the shares. 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 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 para 7 of the Austrian Business Enterprise Code ("Unternehmensgesetzbuch" or "UGB")) or for the account of the Company by third parties. 2. The Management 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.
3. For a period of five years with effect from 10th September 2019 , the Management Board shall be authorized pursuant to Section 65 para. 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 para 7 UGB) or for the account of the Company by third parties.
4. Furthermore, the Management 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 para. 1 no. 8 last sentence in conjunction with Section 122 AktG without any further resolution by the General Meeting. The Supervisory Board is authorized to resolve upon the amendments of the Articles of Association as a consequence of the redemption of shares.

end of announcement euro adhoc

issuer: Kapsch TrafficCom AG
Am Europlatz 2
A-1120 Wien
phone: +43 1 50811 1122
FAX: +43 1 50811 99 1122
mail: ir.kapschtraffic@kapsch.net
WWW: www.kapschtraffic.com
ISIN: AT000KAPSCH9
indexes:
stockmarkets: Wien
language: English

Digital press kit: http://www.ots.at/pressemappe/411/aom

Rückfragen & Kontakt:

Hans Lang
Investor Relations Officer
Kapsch TrafficCom AG
Am Europlatz 2, 1120 Vienna, Austria
P +43 50 811 1122
ir.kapschtraffic@kapsch.net

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