24/07/2015 - An extraordinary board meeting of Sensys Traffic AB (publ) was held at 11:00 on 24 July 2015 in Jönköping. Below is a summary of the resolutions passed at the meeting, where all resolutions were made unanimously. Complete details regarding the resolutions are contained in the supporting data for the meeting, see the company’s website www.sensys.se.
Acquisition of Gatso Beheer B.V.
The meeting decided with the required majority to approve the Board’s proposal to acquire all of the shares in Gatso Beheer B.V., and to approve the Board’s proposal to change Sections 4 and 5 of the Articles of Association to the effect that share capital shall be no less than SEK 15,000,000 and no more than SEK 60,000,000, and that the number of shares in the company shall be no fewer than 300,000,000 and no more than 1,200,000,000, and to approve the Board’s proposal for the issuing of shares and convertibles in connection with the acquisition of Gatso Beheer B.V.
Following the extraordinary general meeting held on this date, the acquisition of Gatso Beheer B.V. is no longer contingent upon the approval of the shareholders’ general meeting. Sensys Traffic is of the opinion that the acquisition can therefore be completed at the beginning of August 2015.
Resolution to change the Articles of Association
The meeting decided with the required majority to approve the Board’s proposal to change Section 1 of the Articles of Association to the effect that the name of the company shall be Sensys Gatso Group AB.
Resolutions to (a) expand the Board by one member (b) elect an additional member and (c) set the Board fee
The meeting decided, in accordance with the proposal of the Board and Gatso Beheer B.V., to expand the Board by one member. Jochem Garritsen was elected as the new member, with a pro rata Board fee for the period until the next Annual General Meeting based on an annual Board fee of SEK 130,000.
Resolution to authorise the Board to decide on a share issue
The Board decided, with the required majority, to approve the Board’s proposal to authorise the Board, on one or more occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, to decide on the new issue of shares corresponding to no more than ten (10) per cent of the total number of shares outstanding in the company.
Resolution to authorise the Board to make decisions on the acquisition and transfer of the company’s own shares
The Board decided, with the required majority, to approve the Board’s proposal to authorise the Board, on one or more occasions during the period until the next Annual General Meeting, to decide to acquire a maximum of the number of the company’s own shares such that the company, following the acquisition, holds a total of no more than five (5) per cent of the total number of shares in the company and, on one or more occasions during the period until the next Annual General Meeting, to decide to transfer the company’s own shares held by the company.
This information in this press release is such that Sensys Traffic AB (publ) is required to publish in accordance with the Swedish Securities Market Act. This information was submitted for publication at 12.05 on 24 July 2015.
For further information:
Gunnar Jardelöv, Chairman of the Board, 46 (0)70-834 81 48
Torbjörn Sandberg, CEO, 46 (0)76-843 43 76
Sensys Traffic is a leading supplier of traffic enforcement systems. Sensys develops, markets and sells systems that are mainly used for speed enforcement and red-light enforcement. The company also provides servicing and maintenance alongside sales of systems. Sensys Traffic’s end customers are primarily police and road authorities throughout the world, as well as private operators. The company sells direct to customers, or via partners, agents and distributors. Sensys Traffic is headquartered in Jönköping and its shares are listed on Nasdaq OMX Stockholm. The company has 42 employees and its sales in 2014 totalled SEK 160.6 million.