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

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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
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announcement.
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22.07.2011

22.07.2011

We would like to invite our shareholders to the Annual General
Meeting of Kapsch TrafficCom AG on Wednesday, August 22, 2011 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 and the report of the Supervisory Board for the business
year 2010/2011 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 2010/2011 4. Resolution on the formal
approval of the action of the members of the Supervisory Board for
the business year 2010/2011 5. Appointment of the auditors and the
Group auditors for the business year 2011/2012 6. Election of a
member to the Supervisory Board

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. Marucs
Handl starting on August 1, 2011 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
2010/2011; • proposed resolutions as to the items 2 - 6 of the
agenda, • Statements of the nominee 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 1, 2011 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, 118 AND 119 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 1
August 2011 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 10, 2011 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. In case of a proposal for the election of a new member
to the Supervisory Board, the statement of reasons shall be replaced
by the statement according to sec. 87 para. 2 of the Austrian Stock
Corporation Act of the person proposed. 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.

Please send any questions the answering of which requires extended
preparation to Mr. Marcus Handl duly in advance of the Shareholders'
Meeting in text form to safeguard that the meeting can be conducted
in an economic manner. Questions can be sent to the company by e-mail
addressed to ir.kapschtraffic@kapsch.net or by telefax sent to +43
(0) 50811 1709.

At the Shareholders' Meeting, every shareholder is entitled to
propose motions on any item on the agenda. Individuals named as
candidates to the Supervisory Board (Item 6 of the agenda) may only
be proposed by shareholders who aggregate shareholding amounts to at
least 1 % of the share capital. Shareholder requests of this kind
will only be considered if they are received by the Company in
writing no later than August 10, 2011. The proposal nominating a
candidate to the Supervisory Board must be accompanied by a statement
made by the proposed candidate pursuant to section 87 para. 2 AktG
outlining his/her professional qualifications, professional or
comparable functions as well as any circumstances that could give
reason for concern in respect to any potential bias.

Additional information on the rights of the shareholders in
accordance with sections 109, 110, 118 and 119 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 12, 2011 (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 17, 2011 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, ISIN
AT000KAPSCH9, • 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 12, 2011.

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 19, 2011 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 and a form for the revocation of power of
attorney can be sent to you upon request or you can retrieve it on
the Company´s website at www.kapsch.at.

The above regulations for the granting of proxies apply mutatis
mutandis to the revocation of proxies.

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 (July 20, 2011)
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, July 2011

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 systems, in
particular for the multi-lane free-flow of the traffic, and the
technical and commercial operation of such systems. Kapsch TrafficCom
also supplies traffic management systems, urban traffic solutions and
selected ITS and telematic applications. With 260 references in 41
countries on all 5 continents, and with almost 44 million on-board
units delivered and more than 18,000 lanes equipped, Kapsch
TrafficCom has positioned itself among the internationally recognized
suppliers of electronic toll collection 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.

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

end of announcement euro adhoc
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issuer: Kapsch TrafficCom AG
Am Europlatz 2
A-1121 Wien
phone: +43 1 50811 1122
FAX: +43 1 50811 99 1122
mail: ir.kapschtraffic@kapsch.net
WWW: www.kapschtraffic.com
sector: Technology
ISIN: AT000KAPSCH9
indexes: Prime Market
stockmarkets: official market: Wien
language: English