Rekor Systems, Inc. Common Stock EGM 2026

Will the meeting please come to order? My name is Robert A. Berman. I am the Chairman of the Board, President, and Chief Executive Officer of Rekor Systems, Inc., and I am also a candidate for election as a Director. I will preside as Chairman of the meeting. This is the reconvened session of the 2026 annual meeting of the stockholders of Rekor Systems, Inc. The meeting was originally convened on May 15, 2026, and was adjourned for want of a quorum to September 11, 2026. On September 11, the meeting was again adjourned for want of a quorum. Today, October 16, 2026, at this time and place. The record date for the meeting remains March 25, 2026.

Stockholders of record at the close of business on that day are stockholders entitled to notice and vote at this reconvened session, and proxies submitted in connection with the earlier session remain in effect unless they have been revoked. The session is also being webcast live, and the webcast will be posted on our website after the meeting. Welcome to those stockholders participating by webcast. An agenda that outlines the order of business has been made available. Matters on which the stockholders are voting at this meeting are the same matters noticed for the May 15 session. First, to elect six Directors. Second, to ratify the appointment of CBIZ CPAs, PC as the company's independent registered public accounting firm for the year ending December 31, 2026.

Third, to approve on a non-binding advisory basis the compensation of the company's named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC. Fourth, to transact any and other business that may properly come before the meeting. I would like to begin by introducing the current members of the company's Board of Directors who are present either in person or virtually. Joining me today are Paul A. de Bary, David Hanlon, Steven D. Croxton, Andrew Meyers, and Glenn Goord. Also joining me today are Joseph Nalepa, our CFO, and William J. Bruno, our outside counsel from Crowell & Moring LLP. Mr. Bruno will serve as Secretary of the meeting and will record the proceedings.

He has delivered an affidavit of Broadridge Financial Solutions as to the distribution of the notice of the meeting, which states that on March 31, 2026, notice of the meeting and the availability of proxy materials was distributed to all stockholders of record as of the close of business on March 25, 2026, the record date for the meeting. He has also delivered confirmation that notice of this reconvened session was given to stockholders of record on October 6, 2026, following the September 11 adjournment, as required because the adjournment exceeded 30 days. These materials are available if any stockholder wishes to examine them and will be filed with the minutes of this meeting. William Bruno will now describe the procedures for transacting the business of the meeting.

The company has appointed James Raitt of American Election Services, LLC as Inspector of Election for this meeting and for any adjournment of this meeting. Now, I confirm that Mr. Raitt is serving in that capacity at this reconvened session. Mr. Raitt has sworn an oath to act as an inspector, and that oath will be filed with the minutes of this meeting. If any person present holds a proxy that has not yet been submitted, please raise your hand and the inspector will collect it at this time. The inspector has a list of the stockholders of the company as of the close of business on March 25, 2026, the record date, which shows the stockholders and number of shares held by each that are entitled to vote at this meeting.

That list is available if any stockholder wishes to examine it and will be filed with the minutes of this meeting. Before I ask for the Inspector's report, one matter concerning the quorum. As the company disclosed in its current report on Form 8-K filed on October 6, 2026, on October 6, the board of directors amended Section 2.5 of the company's bylaws as permitted by the company's certificate of incorporation and Delaware law to provide that holders of at least 40% of the shares entitled to vote, present in person or represented by proxy, constitute a quorum for the transaction of business at a meeting of the stockholders. The quorum requirement is in effect as at the May 15 and September 11 sessions was a majority of the shares entitled to vote. The amended requirement applies to this reconvened session.

Mr. Raitt, would you please report on the presence of a quorum at this meeting?

Thank you, Mr. Chairman. I have examined the proxies received in respect to this meeting, including those received in connection with the sessions of May 15 and September 11, 2026, that have not been revoked. Under the company's bylaws, as amended on October 6, 2026, a quorum requires the presence in person or by proxy of the holders of at least 40% of the shares entitled to vote at the meeting. As of the record date, 136,578,177 shares are outstanding entitled to vote, and 40% of that number is 54,631,271 shares. As of 7:15 A.M. Eastern Time today or the time of the latest tabulation, 62,498,652 shares are present in person or represented by proxy, representing 45.76% of the shares outstanding and entitled to vote, which exceeds the 40% requirement by 7,867,381 shares. A quorum is present. Back to you, Mr. Chairman.

Thank you, Mr. Raitt. The Inspector has reported that a quorum is present. I therefore declare that the reconvened 2026 annual meeting of stockholders is duly and lawfully convened and open for the transaction of business. The first item of business is the election of six directors of the company. Proxy statement made available to stockholders listed the nominees. The candidates nominated by the board are Mr. de Bary, Mr. Goord, Mr. Hanlon, Mr. Croxton, Mr. Meyers, and myself. In accordance with Section 2.2 of the company's bylaws, stockholders wishing to nominate candidates for director were required to provide advance written notice within the time periods and in the manner specified in the bylaws. No such notice was received. I have determined in accordance with Section 2.11C of the bylaws that no other nominations have been properly brought before this meeting, and I declare the nominations closed.

As described in the proxy statement and the company's bylaws, each nominee will be elected if the votes cast for that nominee election exceed 50% of the votes cast with respect to that nominee's election. Abstentions and broker non-votes are not counted as votes cast for this purpose. A motion to elect the six nominees named in the proxy statement is now in order.