EQS-AGM: Kapsch TrafficCom AG: Summary of the resolutions of the Annual General Meeting.

Kapsch TrafficCom – Summary of the resolutions of the Annual General Meeting.

Vienna, September 3, 2025 – Today’s Annual General Meeting of Kapsch TrafficCom AG passed the following resolutions:

• No dividend payment for the financial year 2024/25; the entire net retained profits will be carried forward to new account.
• Approval of the actions of the members of the Executive Board and the members of the Supervisory Board for the business year 2024/25.
• Appointment of PwC Wirtschaftsprüfung GmbH, Vienna, as auditor, group auditor as well as the auditor of the sustainability statement for the financial year 2025/26.
• Approval of the Remuneration Report 2024/25.
• Election of Ms. Sonja Hammerschmid to the Supervisory Board for a term of office ending at the end of the Annual General Meeting deciding on the formal approval of actions for the business year 2028/29.
• Resolution on the authorization of the Executive Board:
  • Pursuant to Section 65 (1) No. 8 as well as (1a) and 1b AktG, the Executive Board shall be authorized to purchase both via the stock exchange and over the counter own bearer shares of the Company of up to 10 % of the share capital of the Company for a validity period of 30 months from September 3, 2025, thus until the end of March 3, 2028, whereby the minimum consideration may not be more than 25 % below and the maximum consideration may not be more than 25 % above the weighted average closing price on the Vienna Stock Exchange of the last 20 (twenty) trading days preceding the start of the buyback program. 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 the 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 (7) of the Austrian Business Enterprise Code (“Unternehmensgesetzbuch” or “UGB”)) or for the account of the Company by third parties.
    
    The Executive 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.
     
  • For a period of five years with effect from September 3, 2025, the Executive Board shall be authorized pursuant to Section 65 (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 (7) UGB) or for the account of the Company by third parties.
  • The Executive 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 (1) no. 8 last sentence in conjunction with Section 122 AktG without any further resolution by the Shareholders’ Meeting. The Supervisory Board is authorized to resolve upon the amendments of the Articles of Association as a consequence of the redemption of shares.
    
    Reference is made to the Executive Board Report in accordance with Section 65 (1b) in conjunction with Sections 170 (2) and 153 (4) sentence 2 AktG on this agenda item.

Kapsch TrafficCom is a globally renowned provider of transportation solutions for sustainable mobility with successful projects in more than 50 countries. Innovative solutions in the areas of tolling and traffic management contribute to a healthier world without congestion.

 With one-stop-shop-solutions, the company covers the entire value chain of customers, from components to design and implementation to the operation of systems.

 Kapsch TrafficCom, headquartered in Vienna, has subsidiaries and branches in more than 25 countries and is listed in the Prime Market segment of the Vienna Stock Exchange (ticker symbol: KTCG). In its 2024/25 financial year, more than 3,000 employees generated revenues of EUR 530 million.

Further information: www.kapsch.net  Follow us on LinkedIn