Amended notice to attend the Annual General Meeting of Shareholders of Sensys Traffic AB, including the principal shareholder's proposal regarding incentive programs for the Board of Directors.

In view of that the Company's principal shareholder has submitted to the Board of Directors a proposal regarding two incentive programs, the Board of Directors has resolved to add these proposals to the proposed agenda, and issue an amended notice to attend the Annual General Meeting of Shareholders to be held at 3pm on Thursday, 24 April 2014. This notice to attend subsequently replaces the previously issued notice to attend.
The shareholders of Sensys Traffic AB (publ) are hereby convened to the Annual General Meeting of Shareholders to be held at 3pm on Thursday, 24 April 2014 at Elite Stora Hotellet, Hotellplan, Jönköping, Sweden.

PLEASE NOTE THAT TWO NEW ITEMS HAVE BEEN ADDED TO THE PROPOSED AGENDA AND THAT AN AMENDMENT HAS BEEN MADE TO ITEM 16 WITH REGARD TO THE PREVIOUS NOTICE TO ATTEND.

Right to attend
Shareholders who wish to attend the Annual General Meeting must be recorded in the share register maintained by Euroclear Sweden AB as per Wednesday, 16 April 2014, and to have informed the Company of their intention to attend the Meeting by 12 noon on Wednesday, 16 April 2014 at the latest.
Shareholders who have registered their shares with a trustee must ensure that their shareholding be temporarily registered in the share register maintained by Euroclear Sweden AB in order to have the right to attend the Meeting. Such registration must be made by Wednesday, 16 April 2014 at the latest, which in turn implies that shareholders must inform their trustee in good time prior to this date.

Notice of intention to attend
Notification of intention to attend the Annual General Meeting must be made in writing to Sensys Traffic AB, Box 2174, 550 02 Jönköping, Sweden or by telephone at +46 (0)36 34 29 80 or by fax at +46 (0)36 12 56 99 or via e-mail to info@sensys.se. Upon giving notice of intention to attend the Meeting, shareholders must state their name, personal ID or corporate registration number, daytime telephone number, the number of shares held and, when applicable, the number of assistants (maximum two) that are expected to also attend the Meeting. Should a shareholder wish to be represented at the Meeting by proxy, a power of attorney and other legitimacy papers should be attached to the notification. Proxy forms are available at the Company's website at www.sensys.se.

Proposed agenda
1. Opening of the Meeting
2. Election of chairperson of the Meeting
3. Establishment and approval of a voting list
4. Approval of the agenda of the Meeting
5. Election of a person to verify the minutes
6. Determination as to whether the Meeting has been duly convened
7. Presentation of the annual report and accounts and the audit report
8. Report of the chief executive officer
9. Resolution regarding the adoption of the income statement and balance sheet
10. Resolution regarding the dispositions to be made of the Company's profit or loss as per the adopted balance sheet
11. Resolution regarding the discharge from liability of the board of directors and chief executive officer
12. Determination of the number of board members and deputies, and the number of auditors and deputy auditors
13. Determination of the fees to be paid to members of the board and to the auditors
14. Election of board members and the chairman of the board
15. Election of auditors
16. Proposal of the board of directors regarding guidelines for remuneration to senior executives
17. Resolution regarding the composition of the nomination committee
18. The principal shareholder's proposal to adopt an issue of share warrants and to approve the transfer of share warrants to senior executives, key persons and other employees in the Company
19. The principal shareholder's proposal to adopt an issue of share warrants and to approve the transfer of share warrants to Members of the Board of the Company
20. Closing of the meeting.

Dividend (Item 10)
The board of directors has proposed that no dividend be paid.

Board of Directors (items 2, 12-15)
The Nomination Committee appointed by last year's Annual General Meeting of Shareholders, composed of Andre Vatsgar, Lars-Gunnar Berntsson, Jan Johansson and Anders Bergstrand, has submitted the following proposals with regard to items 2 and 12-15:
Chairman of the Meeting: Peter Svensson.
Board Members: Re-election of Gunnar Jardelöw, Torbjörn Sandberg, Ingemar Skogö and Claes Ödman, and election of Karin Ahl and Helena Nordman-Knutsson.
Chairman of the Board: New election of Gunnar Jardelöw.
Fees to Board Members: A total of SEK 650 000, of which SEK 150,000 to the Chairman of the Board and SEK 100,000 to each of the other Board Members. Further to agreement with Sensys Traffic, fees to Board Members may be invoiced through a company, whereby the invoiced fee shall be adjusted so that cost-neutrality be attained for Sensys Traffic.
Auditors: Re-election of the registered auditing firm Öhrlings PricewaterhouseCoopers AB with authorised public accountant Martin Odqvist as principal auditor.
Audit fee: As per approved invoicing within the framework of the overall price quotation.

Further information regarding the proposed Board Members is available via the Company's website at www.sensys.se.

Proposal of the board of directors regarding guidelines for remuneration to senior executives (item 16)
The proposal of the board of directors, which contains guidelines concerning salary, pension and other employment conditions for senior executives, is set out in the Administration Report in the Company's annual report and accounts. The proposal has bee amended in view of the principal shareholder's proposal regarding incentive programs to senior members of management and others, as set forth under item 18.

Nomination Committee (item 17)
The Nomination Committee has submitted a proposal regarding the appointment of the Nomination Committee, as well the tasks of the Nomination Committee. The proposal is available on the Company's website at www.sensys.se.

The principal shareholder's proposal to adopt an issue of share warrants and to approve the transfer of share warrants to senior executives, key persons and other employees in the Company (item 18)
The principal shareholder of the Company proposes that the Annual General Meeting adopts an issue of share warrants and approves the transfer of share warrants in substance as follows:
1. The Company shall issue 11,385,400 share warrants, where each share warrant shall carry the right to subscribe for one share in the Company, further to which the Company's share capital could be increased by a maximum of SEK 569,270.

2. The right to subscribe for share warrants, with waiver of shareholders' pre-emption rights, shall belong to the wholly owned subsidiary Sensys International AB, corporate registration number 556811-3376 (hereinafter "the Subsidiary").

3. Subscription for the share warrants shall take place via a special subscription list no later than 8 May 2014. The Board of Directors shall have the right to resolve an extension of the subscription period.

4. The share warrants shall be issued free of charge.

5. The Board of Directors of the Company shall have the right to allow the Subsidiary to transfer the share warrants to senior executives and key persons as well as other employees in the Company (hereinafter "the Participants") within the following framework. One condition for acquisition is that the Participants at the time of the acquisition be employed by the Company and at that time not have resigned or been given notice of termination of their employment. The term "employee" shall also include people who no later than at the time of acquisition have entered into a contract for future employment within the Company.

The Board of Directors shall divide the Participants into three groups.
Group 1 shall comprise the CEO, who may acquire a maximum of 2,800,000 share warrants.

Group 2 shall comprise senior executives and key persons in the Company, who together may acquire a maximum of 4,292,700 share warrants, although each individual may acquire a maximum of 858,540 share warrants.

Group 3 shall comprise other employees in the Company, who together may acquire a maximum of 4,292,700 share warrants, although each individual may acquire a maximum of 126,255 share warrants.

In the event that the total number of share warrants that the Participants wish to acquire is less than the maximum number of share warrants that the Subsidiary may transfer, the aforementioned limits for the Participants in Groups 1 and 2 may be exceeded, although not so that (i) the Participant in Group 1 acquires more than 3,000,000 share warrants, and (ii) Participants in Group 2 acquire more than 1,500,000 share warrants.

6. Payment for the share warrants upon transfer from the Subsidiary to the Participants shall take place at a market amount determined by BDO Consulting Group AB by applying the valuation model of Black & Scholes. BDO Consulting Group AB shall be considered as being independent in relation to the Company.

7. The share warrants may be acquired by the Participants (i) during a period of one month after publication of the Company's interim report for Q1 2014, and (ii) during a period of one month after publication of the Company's interim report for Q2 2014, although no later than 30 September 2014.

8. Upon full participation and subsequent full subscription of shares with the support of the share warrants, the program could imply a dilution of at the most approximately 2 percent based on the number of shares and votes in the Company after the incentive program has been realised.

9. The newly subscribed shares shall carry their first right to a dividend on the record date for the dividend payment that falls closest after that the shares have been registered with the Swedish Companies Registration Office.

10. The complete warrant terms and conditions include the following:
(a) For each share warrant, the holder shall have the right to subscribe for one new share against cash payment at a subscription price of SEK 2.32.
(b) The subscription price and the number of shares that may be subscribed with the support of warrants may be subjected to adjustment.
(c) The subscription for shares with the support of warrants may take place from 1 May 2017 to 30 June 2017.
(d) The principal shareholder may state the following as reason for waiving shareholders' pre-emption rights: The principal shareholder deems that a personal long-term ownership commitment of the Participants is expected to lead to greater motivation and feeling of affinity with the Company.

Share warrants transferred at market value shall be considered as being transferable securities and not associated with the employment in such a way that social charges become due. Costs for social charges are therefore not expected to burden the Company in conjunction with the incentive program. Subsequently, there is no need to hedge the program. Dilution is expected to have a marginal effect on the Company's key ratios and data.

The principal shareholder's proposal to adopt an issue of share warrants and to approve the transfer of share warrants to Members of the Board of the Company (item 19)
The principal shareholder of the Company proposes that the Annual General Meeting adopts an issue of share warrants and approves the transfer of share warrants in substance as follows:
1. The Company shall issue 8,244,600 share warrants where each warrant shall carry the right to subscribe for one share in the Company, further to which the Company's share capital could be increased by a maximum of SEK 412,230.

2. The right to subscribe for share warrants, with waiver of shareholders' pre-emption rights, shall belong to the Subsidiary.

3. Subscription for the share warrants shall take place via a special subscription list no later than 8 May 2014. The Board of Directors shall have the right to resolve an extension of the subscription period

4. The share warrants shall be issued free of charge.
5. The Board of Directors of the Company shall have the right to allow the Subsidiary to transfer the share warrants to the Board Members (hereinafter "the Board Members") elected at the Annual General Meeting 2014.

The Board of Directors shall divide the Board members into two groups.
Group 1 shall comprise the Chairman of the Board, who may acquire a maximum of 2,800,000 share warrants.
Group 2 shall comprise other Board Members, who together may acquire a maximum of 5,444,600 share warrants, although each individual may acquire a maximum of 1,088,920 share warrants.

In the event that the total number of share warrants that the Board Members wish to acquire is less than the maximum number of share warrants that the Subsidiary may transfer, the aforementioned limits may be exceeded, although not so that (i) the Board Member in Group 1 acquires more than 3,000,000 share warrants, and (ii) Board Members in Group 2 acquire more than 1,500,000 share warrants.

6. Payment for the share warrants upon transfer from the Subsidiary to the Board Members shall take place at a market amount determined by BDO Consulting Group AB by applying the valuation model of Black & Scholes. BDO Consulting Group AB shall be considered as being independent in relation to the Company.

7. The share warrants may be acquired by the Board Members (i) during a period of one month after publication of the Company's interim report for Q1 2014, and (ii) during a period of one month after publication of the Company's interim report for Q2 2014, although no later than 30 September 2014.

8. Upon full participation and subsequent full subscription of shares with the support of the share warrants, the program could imply a dilution of at the most approximately 1.5 percent based on the number of shares and votes in the Company after the incentive program has been realised.

9. The newly subscribed shares shall carry their first right to a dividend on the record date for the dividend payment that falls closest after that the shares have been registered with the Swedish Companies Registration Office.

10. The complete warrant terms and conditions include the following:
(a) For each share warrant, the holder shall have the right to subscribe for one new share against cash payment at a subscription price of SEK 2.32.
(b) The subscription price and the number of shares that may be subscribed with the support of warrants may be subjected to adjustment.
(c) The subscription for shares with the support of warrants may take place from 1 May 2017 to 30 June 2017.
(d) The principal shareholder may state the following as reason for waiving shareholders' pre-emption rights: The principal shareholder deems that an incentive program for the Board of Directors is required so that the Company may be able to attract, motivate and retain Board Members with the desired competence and experience. Moreover, the principal shareholder deems that the Company and its shareholders shall benefit from the Board Members having a financial interest in the Company comparable to that of the shareholders.  

Share warrants transferred at market value shall be considered as being transferable securities and not associated with the mandate in such a way that social charges become due. Costs for social charges are therefore not expected to burden the Company in conjunction with the incentive program. Subsequently, there is no need to hedge the program. Dilution is expected to have a marginal effect on the Company's key ratios and data.

Particular majority requirements
Pursuant to Chapter 16 of the Swedish Companies Act, particular majority requirements shall apply to a resolution adopted by a General Meeting of Shareholders as per items 18 and 19 above. A resolution adopted for each respective proposal shall only be valid when supported by shareholders holding not less than nine-tenths of both the shares voted and of the shares represented at the General Meeting.

Documentation
The annual report and accounts and the audit report, pursuant to Chapter 8, section 54 of the Swedish Companies Act, as well as other underlying documentation will be available at the Company's offices and on its website at www.sensys.se at least three weeks before the Annual General Meeting, and Shareholders are reminded of their right to request further information pursuant to Chapter 7, section 32 of the Swedish Companies Act.
The share capital of Sensys Traffic AB is divided into a total of 541,234,314 shares, giving right to an equal number of votes.
Jönköping, March 2014

The Board of Directors of Sensys Traffic AB (publ)

For more information:
CEO Johan Frilund
Mobile: +46 (0)73-274 28 23
E-mail: johan.frilund@sensys.se

Sensys Traffic AB develops and markets various systems for traffic informatics and traffic safety. The products are primarily used for speed and red-light enforcement. The Sensys share is listed on NASDAQ OMX Stockholm. Further information is available at www.sensys.se.

Sensys Traffic is obliged to publish the information contained in this press release pursuant to the Swedish Securities Market Act and/or the Swedish Financial Instruments Trading Act. Such information was submitted for publication at 08.00am on 25 March 2014.

Download documents:

 Proxy Form

 Amended notice

Proposed resolution regarding guidelines for remuneration

 Revisorsyttrande enligt 8 kap 54 aktiebolagslagen  (only in Swedish)

 Styrelsens utvärdering av ersättning till  ledande befattningshavare  (only in Swedish)

 Valberedningens yttrande  (only in Swedish)

 Förslag till beslut om emission av teckningsoptioner m m  styrelsen  (only in Swedish)

 Förslag till beslut om emission av teckningsoptioner m m  AT  (only in Swedish)

 Bilaga A - Villkor för teckningsoptioner serie I - 2014_2017  (only in Swedish)

 Bilaga A - Villkor för teckningsoptioner serie II - 2014_2017  (only in Swedish)

 Press Release