Notice convening the Annual General Meeting of Railway Metrics and Dynamics (publ)

The Shareholders of Railway Metrics and Dynamics Sweden AB (publ), reg. no 556846-5560 (the “Company”) are hereby summoned to the annual general meeting on Thursday 20 April 2023 at 10.00 at IVA Konferenscenter’s premises at Grev Turegatan 16, Stockholm, Sweden.

Right to attend and notification

Shareholders who wish to attend the annual general meeting must:

• be entered in the share register maintained by Euroclear Sweden AB no later than Wednesday 12 April 2023; and
• notify the Company of their participation no later than Friday 14 April 2023.

Notice shall be made in writing to Railway Metrics and Dynamics Sweden AB (publ), att. ”Annual General Meeting”, c/o Advice, Norrlandsgatan 16, 111 43 Stockholm, Sweden. Notice may also be made via e-mail to contact@railwaymetrics.com. The notification shall include name, personal identity no or corporate registration no, shareholding, address, telephone number and, when applicable, information about representatives, proxies and assistants (no more than 2). When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.

Nominee shares

Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to attend the meeting, have their shares in their own name in the share register maintained by Euroclear Sweden AB, and such registration must be completed no later than 12 April 2023. The shareholder should therefore inform its nominee well in advance of such request and such registration may be temporary.

Proxy etc.

If shareholders are represented by a proxy, the proxy must have a written, dated, and signed (by the shareholder) power of attorney for the general meeting. The power of attorney may not be older than one (1) year. If the power of attorney is issued by a legal entity, the proxy shall bring a registration certificate or equivalent certificate of authority for the legal entity to the general meeting.

No of shares and votes

The number of outstanding shares and votes in the Company at the time of this notice amounts to 17,755,690. The Company does not hold any own shares.

Proposed agenda:

1. Opening of the meeting and election of a chairman of the meeting;
2. Preparation and approval of the voting register;
3. Approval of the agenda;
4. Election of one or two persons to attest the minutes;
5. Determination of whether the meeting has been duly convened;
6. Presentation of the annual accounts and the auditor’s report;
7. Resolution regarding
   a) adoption of the income statement and balance sheet,
   b) dispositions in respect of the company´s profit or loss pursuant to the adopted balance sheet,
   c) discharge from liability for the members of the Board of Directors and the Managing Director,
8. Establishment of fees to the Board of Directors and the auditors;
9. Election of Boards of Directors and auditor;
10. Resolution authorizing the Board of Directors to issue shares, convertibles and/or warrants;
11. Closing of the meeting.

Proposed resolutions

Election of chairman of the meeting (item 1)

It is proposed that Dennis Lundquist from Qap Legal Advisors be appointed chairman of the meeting or, in the event of him being prevented, a person appointed by the board of directors.

Allocation of result (item 7b)

The Board of Directors proposes to allocate the Company’s results in the approved balance sheet, in accordance with the Board of Director’s proposal in the Annual Report where the accumulated loss of SEK -645,390 is to be carried forward.

Establishment of fees to the Board of Directors and the auditors (item 8)

It is proposed that remuneration to the members of Board of Directors, for the period until the next annual general meeting, is paid in the amount of SEK 25,000 to each ordinary member who is not employed by, and receives salary from, the Company, and in the amount of SEK 35,000 to the chairman of the board.

Furthermore, the Board of Directors proposes that the fees to the auditors shall be paid by current account according to normal standards.

Election of Board of Directors and auditor (item 9)

For the period up until the next Annual General Meeting, it is proposed to (i) re-elect Howard McCall Jr., Jan Lindqvist, Irmhild Saabel and Helmuth Kristen as ordinary board members, (ii) appoint Howard McCall Jr as chairman of the board and (iii) re-elect Anders Eriksson as deputy board member.

Furthermore, it is proposed to re-elect Anna Andersson as the Company’s auditor.

Resolution regarding authorizing the Board of Directors to resolve to issue shares, convertibles and/or warrants (item 10)

The Board of Directors proposes that the general meeting resolves to authorize the Board of Directors at one or several occasions, and with or without deviation from the shareholders’ preferential rights, resolve on an increase of the Company’s share capital through a new issue of shares, convertibles and/or warrants. Payment shall be made in cash, in kind, by set-off or otherwise in accordance with terms. With the support of the authorization, the Company’s share capital and number of shares may not be increased by more than an amount or number that falls within the limits of the Articles of Association from time to time. The purpose of the authorization and the reason for any deviation from the shareholders’ preferential rights is that new issues shall be able to take place to meet the Company’s capital needs and secure the Company’s continued operations and development. In the event of a deviation from the shareholders’ preferential right, the new issue shall be made on market terms. The authorization shall be valid until the next annual general meeting of the Company. The board of directors, or a person appointed by the board of directors shall be authorized to make any adjustments required to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Decision in accordance with this proposal require support by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.

Information at the general meeting

Shareholders present at the general meeting has the right to request information on circumstances that could impact on the evaluation of an item on the agenda in accordance with Chapter 7 section 32 of the Swedish Companies Act (2005:551).

Availability of documents

The annual report and the auditor’s report will be made available at the Company’s office no later than three weeks prior to the general meeting and be sent to shareholders who so request and inform the Company of their mailing address. Complete proposals for resolutions in accordance with the above and other documents in accordance with the Swedish Companies Act (2005:551) will be made available at the Company’s office no later than two weeks prior to the general meeting and be sent to shareholders who so request and inform the Company of their mailing address.

Processing of personal data

For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf

March 2023
Railway Metrics and Dynamics Sweden AB (publ)
The Board of Directors