AGM Results, Director Dealings, Change of Auditor
T42 IoT Tracking Solutions plc announced that all resolutions were passed at its AGM, including the grant of options to directors and PDMRs totaling 1,250,000 shares with exercise prices ranging from 2.5p to 4p, vesting over one to three years. Additionally, 7,529,396 new ordinary shares were issued to Michael Rosenberg and Martin Blair at 2p per share in lieu of remuneration, increasing their holdings to 9.0% and 5.6% respectively of the enlarged share capital, with admission expected on January 9, 2026. The company also approved an increase in interest on a loan from Uri Hartmann to 8% per annum and appointed KPMG Israel as its new auditor.
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T42 IoT Tracking Solutions plc (AIM: TRAC) ("t42" or the "Company"), a leading provider of global shipping container tracking solutions, is pleased to announce that at the Company's Annual General Meeting ("AGM"), held on 31 December 2025, all resolutions were duly passed. The proxy voting results will shortly be available on the Company's website at: www.t42.co.uk/.
Grant of options
Following shareholder approval at the AGM, the Company, on 2 January 2026 granted options over ordinary shares in the Company ("Options") to the following Directors and PDMRs:
| Name | Quantity | Exercise price | Vesting Period |
|---|---|---|---|
| Avi Hartmann | 250,000 | 2.5p | 12 months |
| Avi Hartmann | 250,000 | 3.0p | 2 years, equally |
| Avi Hartmann | 250,000 | 4.0p | 3 years, equally |
| Uri Hartmann (PDMR) | 200,000 | 2.5p | 12 months |
| Michael Rosenberg | 75,000 | 2.5p | 12 months |
| Martin Blair | 75,000 | 2.5p | 12 months |
| Aviran Sabag (PDMR) | 150,000 | 2.5p | 2 years, equally |
The Options shall vest, subject to continued employment, as set out in the schedule above and shall lapse 10 years after grant.
Issue of Director Shares
At the AGM, shareholders approved proposals in relation to outstanding unpaid remuneration due to Michael Rosenberg, Chairman, and Martin Blair, non-executive director.
Consequently, the Company is issuing 4,003,925 new ordinary shares to Mr Rosenberg and 3,525,471 new ordinary shares to Mr Blair in lieu of a portion (c. 76%) of their outstanding renumeration, calculated by reference to a price of 2p per ordinary share, being a premium of c.10% to the closing price of t42 ordinary shares on the day prior to the Notice of AGM. The new ordinary shares shall be issued using the Company's existing share authorities. Following issue of the new ordinary shares, Mr Rosenberg's holding comprises 6,561,294 ordinary shares and Mr Blair's holding comprises 4,102,884 ordinary shares, representing 9.0% and 5.6%, respectively, of the Company's enlarged issued ordinary share capital.
The balance of outstanding remuneration due to Mr Rosenburg and Mr Blair shall be repaid in cash in equal monthly instalments over the next 24 months.
Application will be made for the admission of the 7,529,396 new ordinary shares to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the Placing Shares on AIM will commence at 8.00 a.m. on or around 9 January 2026. The new ordinary shares will rank pari passu with the Company's existing ordinary shares.
On Admission, the Company's issued share capital will consist of 73,155,753 ordinary shares, each with one voting right. There are no ordinary shares held in treasury. Following Admission, the total number of voting rights in the Company will be 73,155,753 and this figure may be used by shareholders as the denominator for the calculation by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
PDMR Loan interest
At the AGM, shareholders approved an increase in the interest payable on the $256,000 loan to the Company by Uri Hartmann, Chief Technical Officer, in 2017, which remains outstanding, from 4% to 8% per annum, effective 1 January 2026.
Change of Auditor
At the AGM, shareholders approved the appointment of KPMG Israel as Auditor of the Company with effect from 31 December 2025.
| 2. | Reason for the Notification | |||||
| a) | Position/status | 1. Chief Executive Officer 2. PDMR (CTO) 3. Non-executive Chairman 4. Non-executive director 5. PDMR (CFO) | ||||
| b) | Initial notification/amendment | Initial notification | ||||
| a) | Name | T42 IoT Tracking Solutions PLC | ||||
| b) | LEI | 213800XVU7WF3QMF4826 | ||||
| a) | Description of the Financial instrument, type of instrument | Grant of options | ||||
| Identification code | JE00BKVDPL34 | |||||
| b) | Nature of the Transaction | Transfer of Ordinary Shares in settlement of loan | ||||
| c) | Price(s) and volume(s) | 1. 250,000 options at 2.5p; 250,000 options at 3p; 250,000 options at 4p 2. 200,000 options at 2.5p 3. 75,000 options at 2.5p 4. 75,000 options at 2.5p 5. 150,000 options at 2.5p | ||||
| d) | Aggregated information | 1,250,000 options | ||||
| e) | Date of the transaction | 2 January 2026 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | 1. Michael Rosenburg 2. Martin Blair | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | 1. Non-executive Chairman 2. Non-executive director | ||||
| b) | Initial notification/amendment | Initial notification | ||||
| a) | Name | T42 IoT Tracking Solutions PLC | ||||
| b) | LEI | 213800XVU7WF3QMF4826 | ||||
| a) | Description of the Financial instrument, type of instrument | Ordinary shares of no par value | ||||
| Identification code | JE00BKVDPL34 | |||||
| b) | Nature of the Transaction | Issue of shares in lieu of remuneration | ||||
| c) | Price(s) and volume(s) |
. 4,003,925 2. 3,525,471 | ||||
| d) | Aggregated information Aggregated volume Price | 7,529,396 shares 2p | ||||
| e) | Date of the transaction | 2 January 2026 | ||||
| f) | Place of the transaction | Outside a trading venue |
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