Annual General Meeting in Sensys Gatso Group AB

Today, on 7 May 2026, the Annual General Meeting of Sensys Gatso Group AB, reg. no. 556215-4459 (the “Company”), was held. The Meeting was conducted with both physical participation and postal voting. A summary of the resolutions adopted follows below. The complete proposals for resolution are set out in the notice convening the Meeting published on 8 April 2026.

Adoption of the Company’s income statement and balance sheet and the consolidated income statement and consolidated balance sheet
The Annual General Meeting adopted the Company’s income statement and balance sheet and the consolidated income statement and consolidated balance sheet as set out in the annual report for the financial year 2025.

Dispositions in respect of the Company’s profit/loss according to the adopted balance sheet
The Annual General Meeting resolved that no dividend be distributed for the financial year 2025. 

Discharge from liability
The Annual General Meeting discharged each of the members of the board of directors and the current and former CEO from liability for the financial year 2025.

Remuneration to the board of directors and the auditor
The Annual General Meeting resolved that the remuneration to the chairman of the board of directors will be paid in the unchanged amount of SEK 500,000 and that the remuneration to each of the other members of the board of directors elected by the general meeting shall be paid in the unchanged amount of SEK 250,000.

The Annual General Meeting further resolved that remuneration to the auditor shall be paid according to invoices approved by the CEO, within the limits of the current quotation.

Board of directors and auditor
The Annual General Meeting resolved that the board of directors shall consist of six members and that the Company shall have one registered audit firm as auditor.

The Annual General Meeting resolved to re-elect Claes Ödman, Jochem Garritsen, Pia Hofstedt, Francis Schmeer and Mark Talbot and to elect Cecilia de Leeuw as members of the board of directors for the period until the end of the next Annual General Meeting. Claes Ödman was re-elected as chair of the board of directors.

The Annual General Meeting further resolved to re-elect BDO Mälardalen AB as auditor for the period until the end of the next Annual General Meeting. BDO Mälardalen AB has appointed the authorised public accountant Carl-Johan Kjellman as auditor in charge.

Remuneration report
The Annual General Meeting resolved to approve the board of directors’ remuneration report.

Remuneration guidelines for senior executives
The Annual General Meeting resolved to approve the board of directors’ proposal regarding guidelines for remuneration to senior executives.

Issue and transfer of warrants
The 2025 Annual General Meeting resolved to adopt a long-term incentive program for key executives and employees of the Company (“LTIP 2025”). However, the board of directors’ proposal regarding the issue and transfer of warrants, in order to ensure the delivery of shares under LTIP 2025 and for the hedging of social security costs, did not achieve the required majority and was therefore not adopted. The board of directors resubmitted the proposal to the 2026 Annual General Meeting, which resolved to approve the board of directors’ proposal regarding the issuance and transfer of warrants. The program comprises a maximum of 750,000 warrants entitling the holder to subscribe for a maximum of 750,000 shares, whereby the Company’s share capital may be increased by not more than SEK 3,000,000. The right to subscribe for the warrants shall, with deviation from the shareholders' pre-emptive rights, only vest in Sensys Gatso Sweden AB, a wholly-owned subsidiary of the Company. The warrants shall be issued free of charge and shall be subscribed for no later than 30 June 2026.

The resolution also entails an approval for Sensys Gatso Sweden AB to, on one or more occasions, transfer the warrants to participants under LTIP 2025 on the terms and conditions set out in the LTIP 2025.

Authorisation to issue shares
The Annual General Meeting resolved, in accordance with the board of directors’ proposal, to authorise the board of directors, on one or more occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, to make decisions concerning an issuance of new shares corresponding to no more than ten (10) percent of the total number of the Company’s outstanding shares as of the date when the authorisation first is used. This authorisation is to include the right to make a decision concerning the issuance of new shares with a provision on an issue in-kind, offset or otherwise with conditions in accordance with the Swedish Companies Act.

The information was submitted for publication, through the agency of the contact person, on 7 May 2026 at 16:45.

For further information please contact:
Lewis Miller, CEO
e-mail: l.miller@sensysgatso.com
e-mail IR: investors@sensysgatso.com 
Telephone: +46 36 34 29 80

Sensys Gatso Group AB is a global leader in traffic management solutions for nations, cities and fleet owners. Sensys Gatso Group has subsidiaries in Australia, Costa Rica, Germany, the Netherlands, Saudi Arabia, Sweden and the USA, and a branch office in the United Arab Emirates and has 294 employees. The Sensys Gatso Group’s shares are listed on Nasdaq Stockholm. 

For further information, visit www.sensysgatso.com

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