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

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General meeting information transmitted by euro adhoc with the aim of a
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announcement.
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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.

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

end of announcement euro adhoc
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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

Original-Content von: Kapsch TrafficCom AG, übermittelt durch news aktuell