AGM Results, Director Dealings, Change of Auditor

T42 IOT Tracking Solutions PLC

05 January 2026

 

5 January 2026

t42 IoT Tracking Solutions plc
("t42" or the "Company")

Result of AGM

Grant of options, Issue of Director shares, Change of Auditor

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.

Contacts:

t42 IoT Tracking Solutions PLC Michael Rosenberg, Chairman Avi Hartmann, CEO	07785 727595 [phone]
Strand Hanson Limited (Nominated Adviser, Financial Adviser and Broker) James Harris/ Richard Johnson/ Imogen Ellis	020 7409 3494

Notes to Editors

t42 IoT Tracking Solutions plc (AIM: TRAC), formerly Starcom Systems plc, provides real-time tracking, analysis, monitoring, and security IoT solutions for the global container and freight market and covers 55 countries, over 100 distributors, and 50 logistics and support partners.

t42's multi-sensor IoT tracking devices use a wide range of detection capabilities with cloud-based analytics and alerts, with real-time data transmission, analysis, and actionable insights. Its devices are used by ports, cargo owners, shipping companies, freight forwarders, insurance companies, customs authorities, homeland security, and police for end-to-end global container tracking and digital transformation of shipments.

For more information on the Company, please visit: www.t42.co.uk/.

PDMR Notification Form:

The notifications below are made in accordance with the requirements of MAR.

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1.   Avi Hartmann 2.   Uri Hartmann 3.   Michael Rosenberg 4.   Martin Blair 5.   Aviran Sebag
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
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	T42 IoT Tracking Solutions PLC
b)	LEI	213800XVU7WF3QMF4826
4.	Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
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
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	T42 IoT Tracking Solutions PLC
b)	LEI	213800XVU7WF3QMF4826
4.	Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv)each place where transactions have been conducted
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)	Price(s) Volume(s) 2p 1.   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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