GÖTEBORG, SE / ACCESS Newswire / April 15, 2026 / Smart Eye Aktiebolag (publ) (STO:SEYE)(OTC PINK:SMTEF)(FRA:SE9), reg. no. 556575-8371 (the "Company" or "Smart Eye"), with its registered office in Gothenburg, gives notice of the Annual General Meeting to be held on Tuesday 19 May 2026 at 16.30 at the address, Masthamnsgatan 3, floor 3, SE-413 27 Gothenburg. Registration starts at 16.00.
NOTIFICATION, ETC.
Notification
Shareholders who wish to participate at the Annual General Meeting shall:
firstly, be entered in the share register maintained by Euroclear Sweden AB no later than on Friday 8 May 2026 (for nominee-registered shares, also see "Nominee-registered shares" below),
secondly, notify the Company of their intention to participate at the Annual General Meeting no later than on Tuesday 12 May 2026, by mail to Smart Eye Aktiebolag (publ), AGM 2026, Att. Mats Benjaminsson, Masthamnsgatan 3, floor 3, SE-413 27, Gothenburg, Sweden or by e-mailto arsstamma@smarteye.se.
The shareholders shall in their notice to attend state name, personal identification number or company registration number, shareholding, address, phone number and, as applicable, information about any advisors (maximum two), proxies or representatives. Information delivered upon notice to attend will be processed and used only for the Annual General Meeting. See below for further information on processing of personal data.
Nominee-registered shares
To be entitled to participate in the Annual General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on Friday 8 May 2026. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than Tuesday 12 May 2026are taken into account when preparing the share register.
Proxy, etc.
Shareholders who intend to be represented by proxy shall issue a dated power of attorney for the proxy. If the power of attorney is executed by a legal person a certified copy of the certificate of registration or equivalent should be attached. The power of attorney may not be older than one year, however, it may be older provided that the power of attorney according to its wording is valid for a longer period, although, not more than five years from its issuance. The certificate of registration must not have been issued earlier than one year before. The power of attorney in original and, where applicable, the certificate of registration should be submitted to the Company to the address set forth above well in advance of the Annual General Meeting. A proxy form is available on the Company's website, www.smarteye.se.
PROPOSED AGENDA
Opening of the Annual General Meeting.
Election of Chairman at the Annual General Meeting.
Preparation and approval of the voting list.
Approval of the agenda.
Election of one or two persons to approve the minutes.
Determination as to whether the Annual General Meeting has been duly convened.
Submission of the annual report and the auditors' report and the consolidated financial statements and the auditors' report for the group. In connection thereto, a presentation by the CEO.
Resolution regarding
adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
allocation of the Company's profits or losses in accordance with the adopted balance sheet,
discharge of the members of the Board of Directors and the CEO from liability.
Determination of the number of members of the Board of Directors, deputies, auditors and deputy auditors.
Election of members of the Board of Directors, Chairman of the Board of Directors and auditor.
The Nomination Committee's proposal:
Anders Jöfelt (re-election)
Lars Olofsson (re-election)
Mats Krantz (re-election)
Cecilia Wachtmeister (re-election)
Magnus Jonsson (re-election)
Maria Hedengren (re-election)
Andreas Anyuru (re-election)
Election of the Chairman of the Board of Directors.
The Nomination Committee's proposal:
Anders Jöfelt (re-election)
Election of the auditor.
The Nomination Committee's proposal:
) Öhrlings PricewaterhouseCoopers AB (re-election)
Determination of fees for members of the Board of Directors and auditor.
Principles for the appointment of the members of the nomination committee.
Resolution to adopt a long-term incentive programme in the form of performance-based share options for employees within the Smart Eye group and resolution on a directed issue of warrants.
Resolution to authorise the Board of Directors to resolve on new share issues.
Closing of the Annual General Meeting.
THE NOMINATION COMMITTEE'S PROPOSALS UNDER ITEMS 2, 9, 10, 11 AND 12
The Nomination Committee, consisting of Malin Björkmo (appointed by Handelsbanken Fonder), chairman, Mary Irwin (appointed by the Krantz family), Linda Jöfelt (appointed by the Jöfelt family) and Oscar Molse (appointed by an ownership group consisting of MolCap/the Molse brothers, Consensus, and Exelity, has submitted the following proposals.
Item 2 - Election of Chairman at the Annual General Meeting
The Nomination Committee proposes that Anders Jöfelt, or in his absence, the person designated by the Nomination Committee, is elected Chairman of the Annual General Meeting.
Item 9 -Determination of the number of members of the Board of Directors, deputies, auditors and deputy auditors
The Nomination Committee proposes that the Board of Directors shall consist of seven (7) ordinary members without deputies.
The Nomination Committee proposes that a registered accounting firm is to be appointed as auditor.
Item 10 -Election of members of the Board of Directors, Chairman of the Board of Directors and auditor
The Nomination Committee proposes that Anders Jöfelt, Lars Olofsson, Mats Krantz, Cecilia Wachtmeister, Magnus Jonsson, Maria Hedengren and Andreas Anyuru are re-elected as members of the Board of Directors. All elections for the period until the end of the next Annual General Meeting. Further, the Nomination Committee proposes that Anders Jöfelt is re-elected as Chairman of the Board of Directors.
Further information about the Board members proposed for re-election can be found on the Company's website, www.smarteye.se.
Further, the Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, the registered accounting firm Öhrlings PricewaterhouseCoopers AB be re-elected as auditor. In the event that Öhrlings PricewaterhouseCoopers AB is elected, the Nomination Committee notes that Öhrlings PricewaterhouseCoopers AB has informed that public accountant Johan Malmqvist will be appointed as auditor in charge.
Item 11 - Determination of fees for members of the Board of Directors and auditor
Amount from previous year in () for comparison
The Nomination Committee proposes that remuneration to the Board of Directors shall be paid with SEK 720,000 (700,000) to the Chairman of the Board of Directors, SEK 465,000 (450,000) to the Deputy Chairman of the Board of Directors and SEK 320,000 (310,000) to each of the other members of the Board of Directors.
Further, remuneration for committee work shall be paid with SEK 160,000 (155,000) to the Chairman of the Audit Committee, SEK 70,000 (65,000) to each of the other members of the Audit Committee (no more than two persons), SEK 65,000 (63,000) to the Chairman of the Remuneration Committee and SEK 45,000 (42,000) to the other member of the Remuneration Committee (no more than one person).
The Nomination Committee proposes that the fee to the auditor shall be paid in accordance with approved statement of costs.
Item 12 - Principles for the appointment of the members of the nomination committee
The Nomination Committee has reviewed the current principles for the appointment of the members of the Nomination Committee and has decided to not propose any changes.
THE BOARD OF DIRECTORS' PROPOSALS UNDER ITEMS 8B, 13 AND 14
Item 8B - Resolution regarding allocation of the Company's profits or losses in accordance with the adopted balance sheet
The Board of Directors proposes that the funds at the Annual General Meetings' disposal shall be carried forward, and, thus, that no dividend shall be paid.
Item 13 - Resolution to adopt a long-term incentive programme in the form of performance-based share options for employees within the Smart Eye group and resolution on a directed issue of warrants
The Board of Directors' of Smart Eye Aktiebolag (publ) (the "Company" or "Smart Eye") proposal that the Annual General Meeting resolve on (13A.) the adoption of a long-term incentive programme in the form of performance-based share options directed at employees within the Smart Eye group (the "Share Option Programme 2026"), and (13B.) directed issue of warrants (Series 2026/2029) to the Company. The resolutions under 13A-13B below are conditional on each other and all decisions are therefore proposed to be adopted in one context.
13A. Introduction of the Share Option Programme 2026
Background and rationale
The Company's Board of Directors believes that incentive programmes contribute to higher motivation and commitment among the employees and strengthen the bonds between the employees and the Company. The Smart Eye group has a global presence and an increased exposure to international labour markets, especially the US, which makes it essential for the Company to be able to offer remuneration to current and future employees in line with the market. For the purpose of enabling the Company to attract necessary competence and to engage the current employees in the Company's present and future development the Board of Directors further considers competitive compensations to be necessary. In view of these considerations, it is the Board of Directors' opinion that the Share Option Programme 2026, combined with other remuneration, will benefit both the employees and the Company's shareholders through long-term increased share value.
Summary of the programme
The Board of Directors' ambition is that the Annual General Meeting annually adopts an incentive programme for the Company's employees. The Share Option Programme 2026 is proposed to comprise of the CEO, senior executives, key individuals and other employees, meaning that not more than approximately 200 employees within the Smart Eye group will be able to participate (the "Participants"). Under the Share Option Programme 2026, participants are given the opportunity to receive shares free of charge, so called "Performance Shares", in accordance with the terms and conditions described below.
Within the scope of the Share Option Programme 2026 the Company will grant Participants rights to Performance Shares, entailing the right to, provided that certain criteria are fulfilled, receive Performance Shares free of charge ("Rights"). One (1) Right entitles the Participant to receive one (1) Performance Share provided that the conditions are fully met.
Terms and conditions
The maximum number of Performance Shares will amount to 680,000, whereby 557,000 shares shall be allotted to Participants and 123,000 shares shall be used by the Company to cover social security contributions associated with the programme.
Vesting of Rights occurs during the period from 15 June 2026 up to and including 15 June 2029 ("Vesting Period").
Vesting of Rights will be made proportionately with one third (1/3) per year and requires that the Participant's employment remains as of 15 June 2027, 15 June 2028, and 15 June 2029, respectively.
To be granted the maximum amount of Rights, the Participant must have been employed throughout the whole Vesting Period.
The Rights may not be transferred or pledged.
Every Right could entitle the Participant to receive one Performance Share free of charge at the end of the Vesting Period (with some exceptions whereas the Vesting Period can be brought forward). If the Participants' employment is terminated before a Vesting Period the Participant shall retain already vested Rights, however, the Rights shall not entitle to Performance Shares prior to the end of the Vesting Period.
Allotment of Performance Shares is, except for the above stated, conditional on the achievement, partly or fully, of the performance criteria A-C below established by the Board of Directors ("Performance Criterias"). One third (1/3) of future allotment of Performance Shares is attributable to each of the Performance Criterias.
i) Performance Criteria A - the Company's total sales
Performance Criteria A is based on the Company's total sales for the financial year 2028. Allotment of Performance Shares attributable to Performance Criteria A is subject to the Company's total sales for the financial year 2028 exceeding SEK nine hundred twenty five million (925,000,000) (the "Start-Level Performance Criteria A"). Allotment of Performance Shares attributable to Performance Criteria A is made linearly based on Start-Level Performance Criteria A and the level determined by the Board of Directors, in accordance with the authorization below, for full allotment of Performance Shares attributable to Performance Criteria A. No allotment of Performance Shares attributable to Performance Criteria A will take place unless the Company's total sales for the financial year 2028 exceed Start-level Performance Criteria A.
ii) Performance Criteria B - EBIT
Performance Criteria B is based on the Company's EBIT in the annual accounts for 2028. Allotment of Performance Shares attributable to Performance Criteria B is conditional on the Company's EBIT in the annual accounts for 2028 exceeding nineteen percent (19%) ("Start Level Performance Criteria B"). Allotment of Performance Shares attributable to Performance Criteria B is made on a linear basis based on Start-Level Performance Criteria B and the level determined by the Board of Directors, in accordance with the authorization below, for full allotment of Performance Shares attributable to Performance Criteria B. No allotment of Performance Shares attributable to Performance Criteria B will take place unless the Company's EBIT in the annual financial statements for 2028 exceeds Start-level Performance Criteria B.
The Board of Directors is authorized to determine the detailed levels for allotment of Performance Shares for Performance Criteria A and Performance Criteria B, taking into account the Start Level Performance Criteria's A-B and within the framework of the terms and conditions of the Share Option Programme 2026.
iii) Performance Criteria C - ESG goal, safer road traffic
Performance Criteria C is based on a target established by the Company that contributes to societal benefit by the Company's software for DMS (Driver Monitoring System) contributing to making road traffic safer. The Company's assessment is that Smart Eye's software for DMS contributes to reducing traffic accidents caused by fatigue, distraction and dangerous behavior in the vehicle. Performance Criteria C therefore means that if Smart Eye's software for DMS is installed in motor vehicles corresponding to a global market share of at least 40% of newly produced vehicles in 2028 (excluding vehicles for use in China) installed with camera-based DMS, the maximum allotment of Performance Shares attributable to Performance Criteria C will take place. No allotment of Performance Shares attributable to Performance Criteria C will take place unless Performance Criteria C is met.
The Board of Directors, or a special committee set up by the Board of Directors, shall be responsible for preparing the detailed design and administration of the terms and conditions of the Share Option Programme 2026, in accordance with the presented terms and guidelines including provisions on recalculation in the event of an in-between bonus issue, share split, rights issue and/or similar measures. The Board of Directors shall be entitled to make adjustments to meet specific foreign regulations and/or market conditions, such as currency effects that impact the Smart Eye group. The Board of Directors shall also be entitled to make other adjustments if significant changes occur in the Smart Eye group or in its environment that would result in that the adopted terms for the Share Option Programme 2026 no longer fulfils their objectives.
The Company shall, within three (3) months from the end of the Vesting Period, ensure that Performance Shares corresponding to the number of vested Rights are delivered to Participants. The Board of Directors shall, in connection therewith, be entitled to postpone the date of delivery of Performance Shares if the Participant is not allowed to acquire shares during the period.
Allocation of Rights
The Share Option Programme 2026 shall comprise of not more than approximately 200 employees within the Smart Eye group. The maximum number of Rights that can be allotted free of charge per Participant and category follows from the table below.
Category | Maximum number of Rights per person | Maximum number of Rights per category |
CEO - category 1 | 20,000 | 20,000 |
Senior executives- category 2 | 13,200 | 105,600 |
Key individuals A - category 3 | 9,000 | 159,000 |
Key individuals B - category 4 | 3,500 | 126,000 |
Others - category 5 | 1,800 | 146,400 |
Remaining Rights in a category can be offered a Participant in an alternative category.
Costs for the programme
The Share Option Programme 2026 will be accounted for in accordance with K3 which means that the Rights shall be expensed as a non-cash personnel cost during the Vesting Period. The costs for the Share Option Programme 2026 are presumed to amount to approximately MSEK 19.6, excluding social security contributions, calculated in accordance with K3 and supported by the Monte Carlo valuation model on the basis of the following assumptions: (i) a closing price on Nasdaq First North Growth Market on 10 April 2026 corresponding to SEK 53.20, (ii) that Performance Criteria A is met at 71%, (iii) that Performance Criteria B is met at 61%, (iv) that Performance Criteria C is met, (v) a term of three years and (vi) an estimated annual employee turnover of 5 percent. Based on the same assumptions as above, and assuming social security contributions of approximately 22.1 percent and a share price increase of 50 per cent from the beginning of the Share Option Programme 2026 until Participants are allotted Performance Shares, the costs for social security contributions are estimated, which will be covered through hedging measures in the form of warrants, to amount to approximately MSEK 6.5. Since the costs of social security contributions will be secured through hedging measures in the form of issuance of warrants it is assessed that the Share Option Programme 2026 will have no impact on the Company's cash flow.
Effects on key ratios and dilution
Upon maximum allotment of Performance Shares and provided that hedging measures under item 13(B) below are adopted, meaning that not more than 557,000 shares will be delivered to Participants in accordance with the Share Option Programme 2026, and that 123,000 shares will be used to cover any social security contributions resulting from the Share Option Programme 2026, the additional dilution effect will amount to a maximum of 1.7 per cent of the total number of shares in the Company per the day of the convening notice. If all incentive programmes that run concurrently with the Share Option Programme 2026, i.e. the Share Option Programmes 2024 and 2025, are included in the calculation the total dilution effect amounts to a maximum of 5.1 per cent of the total number of shares in the Company per the day of the convening notice.
The Share Option Programme 2026 is expected to have only a marginal impact on key performance indicators.
Preparation of the proposal
The Share Option Programme 2026 has been prepared by the Board of Directors in consultation with external advisers.
Additional ongoing share-based incentive programmes
Information regarding the Company's current incentive programmes is available in the Company's Annual Report for year 2025and the main terms and conditions of the programmes are available on the Company's website, www.smarteye.se. Apart from the programmes now mentioned, there are no other share-based incentive programmes in Smart Eye.
Delivery of Performance Shares in accordance with the Share Option Programme 2026
In order to be able to implement the Share Option Programme 2026 in a cost-effective and flexible manner, the Board of Directors has considered various methods to ensure delivery of Performance Shares. In doing so, the Board of Directors has found that the most cost-effective option, for the delivery of Performance Shares to participants and coverage of social security contributions, is to issue warrants. The Board of Directors therefore proposes that the Annual General Meeting, in accordance with item (13B.) below, resolves to issue a total of not more than 680,000 warrants to the Company with the right and obligation to manage the warrants in accordance with the Board's directives.
13B. Directed issue of warrants under the Share Option Programme 2026 to the Company and approval of subsequent transfer of warrants
The Board of Directors proposes that the Annual General Meeting resolves to, with deviation from the shareholders' preferential rights, issue not more than 680,000 warrants, as a result of which the Company's share capital may increase by a maximum of SEK 68,000. The following conditions shall apply.
Each warrant entitles the holder to subscribe for one new share in the Company.
The right to subscribe for the 680,000 warrants shall, with deviation from the shareholders' preferential rights, only vest with the Company. The Company shall have the right to, in connection with the end of the term 15 June 2029, transfer the warrants to participants or a financial intermediary for delivery of shares to participants and for coverage of social security contributions in connection with utilisation.
The warrants shall be issued free of charge.
The subscription for warrants shall be made no later than 15 June 2026 on a subscription list. The Board of Directors shall have the right to extend the time for subscription.
The subscription of shares through warrants shall be made during a period from 15 June 2029 to and including 15 August 2029. The Board of Directors shall have the right to extend the subscription period, however, by a maximum of six months.
The subscription price for each share at the time of exercise of the warrants shall correspond to the quota value of the share at the time of subscription of the shares. The subscription price shall be paid in cash.
Shares which are issued following subscription shall entitle to dividend on the record date for dividends that falls immediately after the new shares have been entered in the Company's share register with Euroclear Sweden AB.
The subscription price upon exercise of warrants and the number of shares to which each warrant provides an entitlement to subscribe may be adjusted in accordance with section 8 of the terms and conditions for warrants.
Oversubscription cannot take place.
The rationale for the deviation from the shareholders' pre-emption rights is to implement the Share Option Programme 2026 for employees within the Smart Eye group.
Special authorisations
The Board of Directors proposes that the Annual General Meeting instruct the Board of Directors to implement the decisions above and to ensure that the Share Option Programme 2026 is introduced in accordance with the above mentioned.
The Board of Directors further proposes that the Annual General Meeting instruct the Board of Directors, or whomever the Board of Directors appoints, to make such minor adjustments in the abovementioned proposed resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office and the Board of Directors shall be entitled to make such minor adjustments to the Share Option Programme 2026 as prompted by applicable foreign laws and regulations.
Item 14 - Resolution to authorise the Board of Directors to resolve on new share issues
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, for the period until the end of the next Annual General Meeting, on one or several occasions and with or without deviation from the shareholders' preferential rights, to resolve on new share issues.
The authorisation may be utilised for new issues of shares, which may be made with provisions regarding contribution in cash, in kind or through set-off corresponding to not more than 10 per cent of the registered share capital in the Company at the time of the issue resolution. The subscription price shall be determined on market terms and conditions. However, in order to enable delivery of shares in connection with a cash issue as described above, this may, if the Board of Directors deems it appropriate, be made at a subscription price corresponding to the quota value of the shares, whereby the issue is directed to an issuing agent that acts as a settlement bank for investors.
Deviation from the shareholders' preferential rights shall be possible in connection with future investments in the form of acquisitions of operations, companies, shares in companies or otherwise for the Company's continued expansion. If the Board of Directors resolves on an issue with deviation from the shareholders' preferential rights, the rationale shall be that the Board of Directors shall be able to issue shares in the Company to be used as a means of in-kind payment or the right to offset debt or to in a flexible and cost-efficient manner raise capital to use as means of payment or to continuously adjust the Company's capital structure.
The Board of Directors, or any person appointed by the Board of Directors, shall have the right to make any adjustments or amendments of the above resolution which may be required in connection with the registration of such resolution and to take any other measure deemed necessary for the execution of the resolution.
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Special majority requirement
For valid resolutions in accordance with item 13A-13B above, it is required that the proposals be supported by at least nine tenths (9/10) of the shares represented and votes cast at the general meeting.
For valid resolution in accordance with item 14 above, it is required that the proposals be supported by at least two thirds (2/3) of the shares represented and votes cast at the general meeting.
Shareholders' right to obtain information
Shareholders are reminded of their right to, at the Annual General Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending via e-mail to arsstamma@smarteye.se or by post to Smart Eye Aktiebolag (publ), AGM 2026, Att. Mats Benjaminsson, Masthamnsgatan 3, floor 3, SE-413 27 Gothenburg, Sweden.
Number of shares and votes
The number of shares and votes in Smart Eye amounts to 38,678,477 per the day for the issuance of this notice. The Company does not hold any treasury shares.
Documentation
The annual report and all other documentation for resolutions will, no later than two weeks before the Annual General Meeting, be kept available on the Company's website, www.smarteye.se, at the Company's premises with address Smart Eye Aktiebolag (publ), Masthamnsgatan 3, floor 3, SE-413 27 Gothenburg, Sweden and will be sent to those shareholders who so request and state their postal address or e-mail address.
The Board of Directors' proposal in accordance with item 14 is fully formulated in the convening notice.
The Nomination Committee's complete proposals and reasoned statement as well as information regarding proposed Board members is available on the Company's website stated above.
Processing of personal data
For information about how your personal data is processed, it is referred to the privacy notice available at Euroclear's webpage: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Gothenburg in April 2026
Smart Eye Aktiebolag (publ)
The Board of Directors
Attachments
Notice to attend the Annual General Meeting in Smart Eye Aktiebolag (publ)
SOURCE: Smart Eye
View the original press release on ACCESS Newswire:
https://www.accessnewswire.com/newsroom/en/electronics-and-engineering/notice-to-attend-the-annual-general-meeting-in-smart-eye-aktiebolag-pub-1157685
