Shareholders' Meeting

September 4, 2024 at 10:00 a.m. (CEST)

The Annual General Meeting of Kapsch TrafficCom AG

took place on Wednesday, September 4, 2024 at 10:00 a.m. (CEST)
in the conference center at Haus twelve,
Wienerbergstraße 11, Entrance Süd (south), Hertha-Firnberg-Straße | Corner Maria-Kuhn-Gasse, 1100 Vienna,
1st Floor, Room 8+9+10.

Agenda

Presentation of the annual financial statements including the management report, the consolidated financial statements including the management report for the group, the consolidated corporate governance report, the consolidated non-financial report, the proposal on the allocation of the balance sheet profit and the report of the Supervisory Board for the financial year 2023/24
Resolution on the allocation of the balance sheet profit
Resolution on the formal approval of the actions of the members of the Executive Board for the financial year 2023/24
Resolution on the formal approval of the actions of the members of the Supervisory Board for the financial year 2023/24
Appointment of the auditor and the group auditor as well as the auditor of the sustainability reporting for the financial year 2024/25
Resolution on the remuneration report
Resolution on the remuneration policy
Resolution on the remuneration of the members of the Supervisory Board
Elections to the Supervisory Board
Resolution on the authorization of the Executive Board
a) to purchase own shares in accordance with Section 65 para 1 no. 8 as well as para 1a and para 1b AktG both via the stock exchange and over-the-counter of up to 10% of the share capital, also by excluding the shareholders’ pro rata disposal rights,

b) in accordance with Section 65 para 1b AktG 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 to exclude the shareholders’ pro rata subscription rights (exclusion of subscription rights),

c) to decrease the share capital of the Company by a redemption of own shares without any further resolution by the Shareholders’ Meeting.

Invitation and Information for shareholders:

Invitation
Information on data privacy protection (pursuant to Art 13 and Art 14 GDPR)
Information regarding the rights of shareholders
Participation information

Records General Assembly:

Proposed resolutions by the Executive Board and the Supervisory Board
Report of the Executive Board (pursuant to Section 65 para 1b in conjunction with 153 para 4 and 170 para 2 AktG)
Report of the Supervisory Board
Financial Report 2023/24
Group Report 2023/24
Consolidated Corporate Governance Report 2023/24
Consolidated Non-Financial Report 2023/234
Remuneration Report 2023/24
Remuneration Policy
Proposed allocation of profit
Question Form

Declaration of the candidates for election to the Supervisory Board according to sec. 87 para. 2 of Austrian law including curriculum vitae:

Mag. Sonja Wallner: Declaration, Curriculum vitae (german)
Prof. Dr. Martin Fellendorf: Declaration, Curriculum vitae (german)

Power of Attorney:

Power of attorney
Power of attorney and instructions
Power of attorney and instructions TOP 10
Revocation of a power of attorney
Power of attorney Dr. Michael Knap and instructions

Voting Results:

Voting results of September 4, 2024

Documents of past Shareholders' Meetings.

2023

Invitation and Information for shareholders:

Invitation
Information on data privacy protection (pursuant to Art 13 and Art 14 GDPR)
Information regarding the rights of shareholders
Participation information

Records General Assembly:

Proposed resolutions by the Management Board and the Supervisory Board
Report of the Executive Board on the exclusion of subscription rights
Report of the Supervisory Board
Annual and Consolidated Financial Statement for the Group including Management Report
Consolidated Corporate Governance Report 2022/23
Consolidated Non-Financial Report 2022/23
Remuneration Report 2022/23
Articles of Association
Proposed allocation of profit
Question Form

Declaration of the candidates for election to the Supervisory Board according to sec. 87 para. 2 of Austrian law including curriculum vitae:
Mag. Monika Brodey
Dr. Franz Semmernegg
Dr. Harald Sommerer