Corporate governance at Kapsch

Corporate governance plays a key role at Kapsch TrafficCom. The cooperation between the management and Supervisory Board is transparent and essential in order to safeguard shareholder interests.

Executive Board

The Executive Board shall manage the company under its own responsibility in such a manner as the good of the company requires, taking into account the interests of the shareholders and the employees as well as the public interest. Members of the Executive Board are appointed by the Supervisory Board.

Currently, the Executive Board consists of four members:

Name and function	Areas of responsibility	Born	Year first appointed	Year current term expires
Georg Kapsch, Chairman / CEO	Sales Regions North America & EMEA, Legal & Compliance, Human Resources, Corporate Communications, Corporate Development & Investor Relations, Environment, Social & Governance, Tolling Services, Global Operationsices	1959	2002	2029
Markus Richter, Member /CFO	Corporate Finance, Finance Regions	1962	2026	2029
Alfredo Escribá Gallego, Member / CTO	Technology & Platforms, Software Excellence Transformation, Application Center Tolling and Traffic, Product Management, Corporate Information & Management Systems	1969	2019	2029
Samuel Kapsch, Member / COO	Sales Regions Latin America & APAC, Manufacturing (Austria), Supply Chain Management, Marketing	1996	2025	2030

Please note: The members of the Executive Board currently do not hold any shares or share options in the company.

Mag. Georg Kapsch, Chief Executive Officer (CEO)
Georg Kapsch joined the Kapsch Group in 1982 and has since worked in various areas of the Group. Mr. Kapsch graduated in business administration from the Vienna University of Economics and Business.

Within the Kapsch Group, Georg Kapsch has been since

July 1989: Member of the Executive Board and since October 2001 CEO of Kapsch Aktiengesellschaft (today a sister company of Kapsch TrafficCom AG)
October 2000: CEO of KAPSCH-Group Beteiligungs GmbH (core shareholder of Kapsch TrafficCom AG)
November 2000: Managing Director of DATAX HandelsgmbH (parent company of KAPSCH-Group Beteiligungs GmbH)

In addition, Mr. Kapsch is a member of the Supervisory Board of Teufelberger Holding AG as well as a member of the Executive Boards of the Private Foundation Wunderer and the Tabor Private Foundation.

Markus Richter, Member of the Executive Board (CFO)

Markus Richter was appointed to the Executive Board of Kapsch TrafficCom AG on July 28, 2026, and serves as Chief Financial Officer. He is a German citizen and holds a degree in business administration from the University of Cologne. Before joining Kapsch TrafficCom AG, he was Chief Financial Officer of ROSENBAUER International AG from 2022 to 2025. In the years prior to that, Mr. Richter served as Chief Financial Officer at various large Austrian companies, often in connection with restructuring initiatives.

Alfredo Escribá Gallego, MSc, MBA, Member of the Executive Board (CTO)
Mr. Escribá is a Spanish citizen and lives in the USA. Prior to his appointment to the Executive Board in 2019, Mr. Escribá was Executive Vice President responsible for the Urban Traffic & Mobility Management Solution Center.

He joined Kapsch TrafficCom in the course of the acquisition of Schneider Electric’s transportation business in April 2016 and already had international experience in Spain, South America and North America as well as global responsibilities. Mr. Escribá holds university degrees (Master) from Universidad Politécnica de Madrid and Texas A&M University, as well as an MBA from Instituto Argentino de la Empresa in Buenos Aires.

Samuel Kapsch, Member of the Executive Board (COO)

Samuel Kapsch was appointed to the Executive Board of Kapsch TrafficCom AG on April 1, 2025, and has served as Chief Operating Officer since then. Samuel Kapsch studied business administration in Madrid and California before working for several years in management consulting in Argentina and Spain, with a focus on digital transformation.

Since 2022, he has been Executive Vice President at Kapsch TrafficCom, responsible for the Latin America sales region, where he led a team of over 500 employees. Under his leadership, the company was able to further expand its presence in the region while significantly increasing operational efficiency.

Supervisory Board

Overview of the Supervisory Board of Kapsch TrafficCom:

Name	Position	Year of birth	Year first appointed	Year current term expires
Sonja Hammerschmid	Chairwoman	1968	2021	2029
Monika Brodey	Deputy chairwoman	1966	2023	2027
Sonja Wallner	Member	1971	2024	2028
Martin Fellendorf	Member	1960	2024	2028
Christian Windisch	Member ¹	1963	2002	n/a
Robert Kutschera	Member ¹	1976	2023	n/a

_{¹⁾ Delegated by the works council, which may recall a member it has delegated at any time.}

Dr. Sonja Hammerschmid headed Research and Development at GROPYUS AG from April 2021 to March 2026. Since April 2026, she has been Managing Director of Bundestheater-Holding GmbH. She is a member of the Executive Board of the Leopold Museum Private Foundation and Chairwoman of the Supervisory Board of Bundesrechenzen trum GmbH. Following an academic career, she assumed leadership roles at the Innovation Agency and at Austria Wirtschaftsservice (aws). From 2010 to 2016, Dr. Hammerschmid served as Rector of the University of Veterinary Medi cine Vienna and, in 2016, also as President of the Conference of Austrian Universities. That same year, she transitioned into politics as Federal Minister of Education. Following the 2017 National Council elections, Ms. Hammerschmid was elected to the National Council of the Austrian Parliament as an opposition member. She stepped down from that position in April 2021. Ms. Hammerschmid holds a Ph.D. in Natural Sciences from the University of Vienna. During her career, she has also served on the supervisory boards of Innovacell AG and the Kunsthalle Wien.

Mag. Monika Brodey graduated in law from the University of Vienna followed by completing a tax and finance education including a service examination and fiscal audit training. She worked for many years in various management positions in the federal finance administration, including head of the insurance supervision audit department at the Federal Ministry of Finance prior to the establishment of the Austrian Financial Market Authority. She then took on various management positions at the Association of Insurance Companies and at Niederösterreichische Versicherung. As founder and managing director of businessguidance e.U., Ms. Brodey has also been active as an entrepreneur since 2011. In addition, she has been involved in setting up the platform “Initiative Aufsichtsräte Austria” and completed the Governance Excellence Program for Supervisory Boards at the WU Executive Academy. Since 2012, Monika Brodey has also been a lecturer at Vienna University of Economics and Business in the department “Management for strategic generation management in practice”.

Mag. Sonja Wallner has been with A1 Telekom Austria since 2000 and has held various management positions in the finance department and in Group-wide programs since 2002. She has served as Chief Financial Officer of A1 Telekom Austria AG since 2015. Since 2023, she has also served as CFO of the Telekom Austria Group and as a member of the management board of Telekom Finanzmanagement GmbH and Mobilkom Beteiligungsgesellschaft mbH. In addition, she holds various internal supervisory board positions within the Group (Telekom Personalma nagement GmbH, A1 Open Fiber GmbH, A1 Bulgaria, A1 Croatia, A1 Slovenia, A1 Serbia, and A1 Macedonia) as well as a supervisory role at KSV1870.

Prof. Martin Fellendorf studied industrial engineering at the University of Karlsruhe, where he obtained his doctorate in 1991. After completing his studies, he spent 14 years in management positions at PTV AG, where he was responsible for the development and international sales of traffic planning software. From 2005 to early 2026, he headed the Institute of Road and Transportation Engineering at Graz University of Technology, where his research focused on road traffic engineering, traffic management systems, and traffic planning. Prof. Fellendorf continues to serve as chairman of the Austrian Road-Rail-Transport Research Association, which publishes national guidelines for the planning and construction of roads.

Ing. Christian Windisch has been working for the Kapsch Group since September 1984 and is currently employed in the area of quality assurance. He graduated from a Polytechnic Institute in Vienna with a degree in electrical engineering.

DI (FH) Robert Kutschera, has been working for Kapsch Group since July 2000 and for Kapsch TrafficCom since 2013. After graduating at the Polytechnic Institute in Mödling and studying at the University of Applied Sciences Wiener Neustadt, he began his professional career at Kapsch CarrierCom AG (formerly AT – Austria Telecommunication). He gained several years of experience in setting up nationwide toll projects after changing to the formerly called Commercial Operations department. He currently works as Service Delivery Manager in the Operations department.

None of the above-mentioned persons is simultaneously a member of the executive board of a listed company or holds more than four supervisory board positions in stock corporations outside the Group. Moreover, no member of the Super visory Board holds any executive position in companies that compete with Kapsch TrafficCom. Furthermore, no current member holds a seat on the supervisory board or performs comparable functions at other publicly traded companies.

The members of the Supervisory Board do not hold any shares or share options in the company.

Committees of the Supervisory Board

The Supervisory Board has appointed an Audit Committee and a Remuneration Committee.

Audit Committee

The Audit Committee consists of Sonja Wallner (Chairwoman and financial expert), Monika Brodey, and Christian Windisch.

Its duties are listed in Section 92 (4) AktG and Regulation (EU) No 537/2014. They include:

audit and preparation of the approval of the annual financial statements and the consolidated financial statements,
audit of the consolidated corporate governance report and the consolidated non-financial report,
handling of the risk management report in accordance with C-Rule 83 of the ÖCGK,
oversight of the audit process of the financial statements (consolidated financial statements audit) and the independence of the auditor (including assessment and approval of non-audit services),
preparation of a proposal for the distribution of dividends,
preparation of the report to the Annual General Meeting,
preparation of the proposal for the selection of the annual auditor (consolidated accounts auditor),
oversight of the accounting process as well as the effectiveness of the internal control system and the risk management system.

Remuneration Committee

The Remuneration Committee is composed of Sonja Hammerschmid (Chairwoman) and Sonja Wallner. This committee is in charge of the content of the service contracts (including remuneration) of the members of the Executive Board and is authorized to make decisions to this extent. The appointment or termination of the appointment of Executive Board members is not part of its remit.

Remuneration of the Executive Board and Supervisory Board of Kapsch TrafficCom

Remuneration policy

At its meeting of June 18, 2024, the Supervisory Board adopted the Remuneration Policy for the Executive Board and the Supervisory Board as proposed by the Committee for Executive Board Matters. On September 4, 2024, at the ordinary Annual General Meeting, 98.29% of the represented share capital (73.54%) approved the presented remuneration policy. The result has the character of a recommendation and cannot be contested. Thereafter, the Remuneration Policy shall be presented to the Annual General Meeting at least every fourth financial year for a vote.

Remuneration policyRemuneration policy

Remuneration of the Executive Board and Supervisory Board

It should be noted that the remuneration paid to members of the Supervisory Board must be set at the Annual General Meeting.

Information on the remuneration of the members of the Executive Board and the Supervisory Board in the 2025/2026 financial year is included in the Remuneration Report 2025/2026. The upcoming remuneration reports will be available in our Download Center.

Remuneration reportRemuneration report

Diversity

A key focus of Kapsch TrafficCom in the area of diversity is the collaboration between men and women. Various measures to promote the advancement of women within the Group shall lead to an increasing number of women in management positions.

Goal: By 2028, at least 30% of all Kapsch TrafficCom managers in all geographical regions should be female.

Women on the Supervisory Board and Executive Board of Kapsch TrafficCom

Kapsch TrafficCom does not have a specific plan for the appointment of women in the Executive Board, Supervisory Board, and other executive functions.

The fact is that every person is considered for a management position at Kapsch TrafficCom if

their professional and social skills are convincing,
they have sufficient experience,
he or she is a team player.

For appointment/reappointment to the Executive Board, the candidate must not be older than 65 years of age. For the Supervisory Board, this age limit is 75 years.

Religion, gender, sexual orientation, pregnancy, ethnicity, skin color, age, or physical limitations do not play a role.

Women in leadership positions

In the 2025/2026 financial year, there were no women on the Executive Board of Kapsch TrafficCom. As of March 31, 2026, a total of tenpersons at Kapsch TrafficCom AG had power of attorney, two of whom were women.

Articles of Association and Code of Conduct

The Articles of Association in their current version (September 6, 2023) are available for download:
> Kapsch TrafficComAG Articles of Association

The Code of Conduct contains the fundamental principles, guidelines, and recommendations for ethical, moral, and legally correct decision making and behavior of all employees of Kapsch.
> Code of Conduct of the KAPSCH Group

Notifications on shareholdings

Notifications of changes in major shareholdings must be made if, as a consequence of an acquisition, disposal or other transaction, the proportion of voting rights of an issuer reaches, exceeds or falls below a threshold of:
4%, 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 75% or 90%.

You can find the corresponding form here:

Overview of all notifications on shareholdings:

from 2016:

2021
Traditio-Privatstiftung, October 22
ALUK, October 22
Axxion, May 31
Axxion, January 28
2020
No notifications.
2019
No notifications.
2018
Erste Asset Management, September 19
2017
Erste Asset Management, November 11
The Bank of New York Mellon Corporation, November 5
Axxion, November 5
2016
No notifications.

Notification pursuant to Section 93 of the Austrian Stock Exchange Act until 2015:

See all

July 9, 2015
Notification
Vienna, on July 9, 2015 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been notified that The Bank of New York Mellon Corporation and its subsidiaries/affiliates have crossed above the threshold of 5% in voting rights on July 6, 2015, and now hold 697,018 shares (5.36% of voting rights) in Kapsch TrafficCom AG. The name of the shareholders are The Bank of New York Mellon Corporation, The Bank of New York Mellon, The Bank of New York Mellon SA/NV and BNY Mellon Service Kapitalanlage-Gesellschaft mbH. The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.
Read the full article
May 11, 2015
Notification
Vienna, on May 11, 2015 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been notified that The Bank of New York Mellon Corporation and its fellow subsidiaries and affiliates have crossed above the threshold of 4% in voting rights on May 7, 2015, and now hold 532,629 shares (4,10% of voting rights) in Kapsch TrafficCom AG. The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.
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December 5, 2014
Notification
Vienna, on December 5, 2014 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been notified that Schroders plc and its fellow subsidiaries and affiliates have crossed below the threshold of 4% in voting rights on 3 December 2014 and now hold 509,300 shares (3.918% of voting rights) in Kapsch TrafficCom AG. These shares are held in portfolios managed by Schroders plc and its fellow subsidiaries and affiliates on a discretionary basis for clients under investment management agreements. Schroders Plc is the parent company of Schroder Administration Limited which is the ultimate holding company for all of Schroders legal entities. This holding is held across two legal entities: Schroder Investment Management Limited holding 1.462% (190,000 shares) and Schroder Investment Management North America Limited holding 2.456% (319,300 shares). The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.
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March 7, 2014
Notification
Vienna, on March 7, 2014 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been notified that Schroders plc and its fellow subsidiaries and affiliates have crossed above the threshold of 4% in voting rights on 5 March 2014 and now hold 524,444 shares (4.034% of voting rights) in Kapsch TrafficCom AG. These shares are held in portfolios managed by Schroders plc and its fellow subsidiaries and affiliates on a discretionary basis for clients under investment management agreements. Schroders Plc is the parent company of Schroder Administration Limited which is the ultimate holding company for all of Schroders legal entities. This holding is held across two legal entities: Schroder Investment Management Limited holding 1.742% (226,444 shares) and Schroder Investment Management North America Limited holding 2.292% (298,000 shares). The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.
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May 24, 2013
Notification
Vienna, on May 24, 2013 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been informed that the aggregate holdings of The Capital Group Companies Inc., the parent company of Capital Research and Management Company, as of May 21, 2013 was 483,552 shares, or 3.72% of Kapsch TrafficCom AG´s outstanding voting shares and thus fell below the threshold of 4% of voting rights again. The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.
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March 1, 2013
Notification
Vienna, March 1, 2013 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been informed that the aggregate shareholding of funds managed by Capital Research and Management Company as of February 21, 2013 was 542,493 shares, or 4.17% of Kapsch TrafficCom AG´s outstanding voting shares and thus exceeded the threshold of 4% of voting rights. The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.
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February 14, 2012
Notification
Vienna, February 14, 2012 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been informed that the aggregate shareholding of funds managed by Capital Research and Management Company as of February 8, 2012 was 533,561 shares, or 4.10% of Kapsch TrafficCom AG´s outstanding voting shares and thus fell below the threshold of 5% of voting rights. The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.
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September 27, 2011
Notification
Vienna, September 27, 2011 – Kapsch TrafficCom AG (ISIN AT000KAPSCH9), listed in the Prime Market of the Vienna Stock Exchange, has been informed that the aggregate shareholding of funds managed by Capital Research and Management Company as of September 23, 2011 was 653,561 shares, or 5.03% of Kapsch TrafficCom AG´s outstanding voting shares and thus exceeded the threshold of 5% of voting rights. The number of total outstanding shares and total voting rights of Kapsch TrafficCom AG is 13,000,000.
Read the full article

Managers' transactions

Declarations regarding managers' transactions ("directors' dealings") by executives up to and including July 2, 2016 are available in the directors’ dealings database of the Austrian Financial Market Authority:

Since July 3, 2016, the following managers' transactions were concluded:

KAPSCH-Group Beteiligungs GmbH pledged 9,050,614 shares of Kapsch TrafficCom AG. The price is not numberable. Place of transaction: outside a trading venue. Date: 2026-07-29, UTC +2
KAPSCH-Group Beteiligungs GmbH acquired 822,783 shares in Kapsch TrafficCom AG in the course of a capital increase against contributions in kind (receivables against Kapsch TrafficCom AG) at a price of EUR 9.00 per share. Place of transaction: outside a trading venue. Date: 2023-11-21, UTC +1
KAPSCH-Group Beteiligungs GmbH pledged 8,227,831 shares of Kapsch TrafficCom AG. The price is not numberable. Place of transaction: outside a trading venue. Date: 2023-04-27, UTC +2
KAPSCH-Group Beteiligungs GmbH pledged 3,250,001 shares of Kapsch TrafficCom AG. The price is not numberable. Place of transaction: outside a trading venue. Date: 2023-01-05, UTC +1
Andreas Hämmerle (member of the Executive Board, CFO) sold 2,600 shares of Kapsch TrafficCom AG at an average price of EUR 15.17 per share. Market: WIENER BOERSE AG, XWBO. Date: 2021-12-01, UTC +1
Traditio-Privatstiftung, a legal person associate to Mag. Georg Kapsch (Chief Executive Officer of Kapsch TrafficCom AG), takes over a share in DATAX HandelsgmbH with a nominal value of EUR 6,056.07 (approximately 16.67% of the share capital), which is transferred from ALUK Privatstiftung to Traditio Privatstiftung in the course of a demerger. DATAX HandelsgmbH currently holds 8,227,831 shares in Kapsch TrafficCom AG through its wholly-owned subsidiary KAPSCH Group Beteiligungs GmbH. A price for Kapsch TrafficCom AG was not determined as the subject matter of the transaction is the transfer of shares in Kapsch BusinessCom AG. Date: 2021-10-21, UTC +2
Andreas Hämmerle (member of the Executive Board, CFO) acquired 2,600 shares of Kapsch TrafficCom AG at an average price of EUR 14.7576 per share. Market: WIENER BOERSE AG, XWBO. Date: 2021-07-02, UTC +2
KAPSCH-Group Beteiligungs GmbH acquired 1,304 shares in Kapsch TrafficCom AG at a price of EUR 39.68 per share. Place of transaction: outside a trading venue. Date: 2016-12-01, UTC +1
KAPSCH-Group Beteiligungs GmbH acquired 228 shares in Kapsch TrafficCom AG at a price of EUR 36.83 per share. Place of transaction: outside a trading venue. Date: 2016-09-06, UTC +2

ISIN Kapsch TrafficCom AG share: AT000KAPSCH9
LEI of Kapsch TrafficCom: 529900PD3SI453KAW989

Kapsch TrafficCom AG declares its voluntary commitment to the Austrian Code of Corporate Governance (ACCG) as amended in January 2025.

Kapsch TrafficCom AG previously declared its voluntary commitment to the Austrian Corporate Governance Code (ACCG) in its January 2023 version.

In the 2025/2026 financial year, Kapsch TrafficCom AG complied with all L-rules and C-rules of the ACCG in the version of January 2025, with the following exception:

C-rule 62 - Although the Corporate Governance Report for the 2025/26 financial year was externally evaluated by the auditor, Rules 77 through 83 of the ACCG were excluded from this process and were reviewed by the internal audit department for reasons of efficiency.

Corporate governance at Kapsch

Executive Board

Supervisory Board

Committees of the Supervisory Board

Audit Committee

Remuneration Committee

Remuneration of the Executive Board and Supervisory Board of Kapsch TrafficCom

Remuneration policy

Remuneration of the Executive Board and Supervisory Board

Diversity

Women on the Supervisory Board and Executive Board of Kapsch TrafficCom

Women in leadership positions

Articles of Association and Code of Conduct

Notifications on shareholdings

Overview of all notifications on shareholdings:

from 2016:

2021

2020

2019

2018

2017

2016

Notification pursuant to Section 93 of the Austrian Stock Exchange Act until 2015:

Notification

Notification

Notification

Notification

Notification

Notification

Notification

Notification

Managers' transactions

In the 2025/2026 financial year, Kapsch TrafficCom AG complied with all L-rules and C-rules of the ACCG in the version of January 2025, with the following exception:

Downloads

Corporate governance reports:

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