Mr. Tony Busseri reports

ROUTE1 ANNOUNCES 2026 ANNUAL MEETING RESULTS

Route1 Inc. has released the results of its annual general and special meeting of shareholders held yesterday in Toronto, Canada.

A total of approximately 16.1 million common shares, representing 34 per cent of Route1's issued and outstanding common shares, were represented and voted at the meeting. The results of the matters submitted to shareholders were as follows:

• The number of directors was fixed at four, with 60 per cent voting in favour.
• Tony P. Busseri was elected with 58 per cent for and 42 per cent withheld.
• Peter F. Chodos was elected with 38 per cent for and 62 per cent withheld.
• Michael D. Harris was elected with 42 per cent for and 58 per cent withheld.
• John Marino was elected with 58 per cent for and 42 per cent withheld.
• MNP LLP was reappointed as auditor, with 99 per cent voting in favour.
• The company's amended and restated long-term incentive plan received 38 per cent for and 62 per cent against, and therefore was not approved.
• The company's shareholder rights plan received 53 per cent for and 47 per cent against, and was approved.

Significant in-person vote by ZenaTech Inc.

At the meeting, ZenaTech exercised voting authority over approximately 6.4 million Route1 common shares, representing approximately 13.6 per cent of the company's outstanding common shares. ZenaTech voted its shares against the long-term incentive plan and withheld its votes from the election of Mr. Chodos and Mr. Harris.

The impact of that concentrated voting position was significant.

Based on Computershare Investor Services Inc.'s proxy tabulation prior to the meeting, the LTIP had majority support, as did both Mr. Chodos and Mr. Harris. ZenaTech's approximately 6.4-million-share voting block reversed those outcomes.

Apparent shareholding disclosure discrepancy

ZenaTech's May 4, 2026, news release and SEDI filings prior to the meeting date disclosed ownership of approximately 5,625,975 Route1 common shares, representing approximately 12 per cent of the company's issued and outstanding common shares. The approximately 6,378,957 common shares over which ZenaTech exercised voting authority at the meeting exceeded that disclosed position by approximately 753,000 common shares.

Based on the public disclosure reviewed by the company immediately prior to the meeting, Route1 has not identified corresponding disclosure explaining this apparent increase. The company is concerned about the apparent discrepancy between ZenaTech's disclosed ownership position and the number of shares over which it exercised voting authority at the meeting, including whether the additional shares were beneficially owned by ZenaTech, its affiliated entities and joint actors or voted under another arrangement. Route1 has not made a determination that ZenaTech breached securities laws. Any such determination rests with the appropriate authorities.

Board response

In accordance with Route1's director majority-voting policy, Mr. Chodos and Mr. Harris have tendered their resignations. A committee comprising Mr. Busseri and Mr. Marino has been formed to consider whether to accept the resignations or recommend to the board their rejection based on extraordinary circumstances. Route1 will issue a press release following the board's determination. Both directors will continue to serve on Route1's board pending that determination.

The board does not believe that the voting result represents a broad rejection by Route1 shareholders of either director or of the company's operating strategy.

Immediately prior to the meeting, the proxy votes submitted by other shareholders showed majority support for both directors and for the LTIP. The change in outcome resulted from the exercise of a single concentrated voting position, which was not fully disclosed in its insider filings.

Long-term incentive plan

As a result of the shareholder vote, the amended and restated long-term incentive plan was not approved. The board will review the company's compensation framework and available alternatives to ensure that Route1 remains able to attract, retain and align key employees and executives while complying with applicable securities laws and TSX Venture Exchange requirements.

The failure of the LTIP resolution does not alter Route1's operating priorities or its strategy for the rest of 2026.

Continuing focus

Route1 is building on its third quarter operating progress with a clear set of growth priorities:

• Convert its commercial opportunity base into customer awards, deployments and recurring revenue;
• Expand recurring revenue and recurring gross profit through new customer relationships and broader adoption within existing accounts;
• Expand business development and sales capacity in its target markets;
• Advance Comprehensive+, Route1 ABI and related operational intelligence capabilities;
• Translate revenue growth into improved earnings before interest, taxes, depreciation and amortization and cash generation; and
• Strengthen the company's financial position through disciplined execution and capital allocation.

Route1 intends to raise growth capital to expand its business development and sales capacity, support execution of customer awards, and accelerate the growth of its recurring revenue business. The company will pursue financing on terms it believes support long-term shareholder value.

Tony Busseri, Route1's chief executive officer, said: "Yesterday, Route1 reported one of its strongest operating quarters in several years. Gross margin reached 49 per cent, adjusted EBITDA increased materially, recurring revenue and recurring gross profit grew sharply, operating cash generation improved, and net debt declined. Our priority is to build on that progress by winning new business, expanding recurring customer relationships, and converting growth into stronger earnings and cash flow. We intend to direct growth capital toward the sales capacity and customer execution needed to advance those priorities. Our decisions will be guided by disciplined capital allocation and the creation of long-term value for all Route1 shareholders."

About Route1 Inc.

Route1 is a North American technology company focused on parking operations, public safety and mobility. Through its technology, services and recurring operational support offerings, Route1 helps customers deploy, operate and optimize automated licence plate recognition, parking and mobility technologies.

Route1's offerings include Genetec AutoVu-based ALPR solutions, Comprehensive+ life cycle and operational support, Route1 ABI parking analytics and business intelligence, and related technology and professional services.

We seek Safe Harbor.