Kapsch TrafficCom AG: Capital increase of up to 1,300,000 new shares from authorized capital starting.

NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN

Vienna, November 21, 2023 – The management board of Kapsch TrafficCom AG (FN 223805a; ISIN AT000KAPSCH9) resolved this morning to pursue a capital increase from authorized capital through the issuance of up to 1,300,000 new ordinary no-par value bearer shares (corresponding to up to 10% of the existing share capital), thereof up to 477,217 shares against cash contributions and up to 822,783 shares against contributions in kind. Subscription rights of shareholders for the proposed capital increase from authorized capital have been excluded by the annual general meeting on September 6, 2023. New shares will carry full dividend rights from and including the pending fiscal year 2023/2024.

The company has asked the Vienna Stock Exchange to suspend trading in the company's shares (ISIN AT000KAPSCH9) on the Official Market of the Vienna Stock Exchange. The suspension of trading in the shares is to last until the result of the transaction is published.

The shares will be offered to domestic and international institutional investors through an accelerated book-building process to be launched immediately. The shares will not be offered to the public. The final number of new shares and the offer price is expected to be determined by the management board, with approval of the supervisory board, in the course of today.

Raiffeisen Bank International AG was commissioned to carry out the cash capital increase.

KAPSCH-Group Beteiligungs GmbH, the company’s majority shareholder, confirmed to participate in the capital increase pro rata to its existing participation of 63.291%. Participation by KAPSCH-Group Beteiligungs GmbH will be against contributions in kind (receivables against Kapsch TrafficCom AG). Thus, KAPSCH-Group Beteiligungs GmbH will subscribe for approx. 63.291% of the new shares, being up to 822,783 new shares against contributions in kind.

Application will be made to admit the up to 1,300,000 new shares to trading on the Official Market (Prime Market Segment) of the Vienna Stock Exchange. The first trading day in the new shares on the Vienna Stock Exchange is expected to be November 24, 2023.

Kapsch TrafficCom intends to use the net proceeds from the placement for general corporate purposes and the placement is made to strengthen its equity base.

Disclaimer:

Disclosure of an inside information acc. to Article 17 of the Market Abuse Regulation (EU) No 596/2014. It constitutes neither a financial analysis nor advice or recommendation relating to financial instruments, nor an offer, solicitation or invitation to buy or sell securities of Kapsch TrafficCom AG.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan, or any other jurisdiction in which such offer or solicitation may be unlawful. The securities may not be offered or sold in the United States, absent registration or an exemption from the registration requirements of the US Securities Act of 1933, as amended (the “Securities Act”). The securities mentioned herein have not been, and will not be, registered under the Securities Act.

In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 2 lit. (e) of the Regulation (EU) 2017/1129 ("Qualified Investors"). In the United Kingdom, this announcement is only addressed to and directed at Qualified Investors who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") or (ii) falling within Article 49(2)(a) to (d) (high net worth companies, incorporated associations, etc.) of the Order.

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