Report from the Annual General Meeting of Railcare Group AB (publ)

Adoption of the income statement and the balance sheets
The Meeting resolved to adopt the income statement and the balance sheet for the company as well as the consolidated income statement and the consolidated balance sheet for the financial year 2023.

Allocation of the company’s result
The Meeting resolved to allocate the company's profits for the financial year 2023 in accordance with the Board's proposal. The Meeting resolved that SEK 16,886,917 is distributed to the shareholders and that the remaining part of the company's profit, SEK 16,684,170 is balanced in a new account.

Discharge from liability for the directors and the CEO
The Meeting resolved to discharge the Board of Directors and the CEO from liability for their management during 2023.

Determination of the number of board members and the number of auditors
The Meeting resolved, in accordance with the Nomination Committee’s proposal, that the number of board members shall be six and that the number of auditors shall be one.

Determination of remuneration to the Board of Directors and auditor
The Annual General Meeting resolved, in accordance with the Nomination Committee’s proposal, that the remuneration to non-employed board members elected by the General Meeting and the remuneration to non-employed members of the different Board committees shall be distributed as follows:

• Three income base amounts to the Chairman of the Board of Directors;
• One and a half income base amounts to each of the other board members.

The above remunerations include remuneration for work in the remuneration committee, while work in the audit committee is remunerated additionally with:

• One income base amount to the Chairman of the audit committee;
• Half income base amount to each of the other members of the audit committee.

The remuneration is calculated on the basis of the income base amount in force at the beginning of the board year. For 2024, the income base amount is set at SEK 76,200.

The Meeting resolved that no remuneration shall be paid to the members of the Nomination Committee. However, the company reimburse reasonable costs that the members of the Nomination Committee may have, such as, for example, costs that may arise during recruitment services, and for external consultants who are deemed necessary by the Nomination Committee for the Nomination Committee to be able to fulfill its task.

The Meeting further resolved, in accordance with the Nomination Committee’s proposal, that audit remunerations shall be paid according to approved invoice in accordance with custom billing standards.

Election of Board of Directors and auditor
The Meeting resolved, in accordance with the Nomination Committee’s proposal, to re-elect the Board members Anders Westermark, Catharina Elmsäter-Svärd, Björn Östlund, Andreas Lantto and Linn Andersson as members of the Board of Directors. The Meeting further resolved on new election of Maria Kröger as board member. Ulf Marklund leaves the Board in connection to the Annual General Meeting. Anders Westermark was re-elected as Chairman of the Board of Directors.

Furthermore, the Annual General Meeting resolved, in accordance with the Nomination Committee’s proposal, that the auditing company Ernst & Young Aktiebolag be re-elected as auditor until the end of the Annual General Meeting that is to be held the next financial year.

Resolution regarding guidelines for remuneration to senior executives
The Annual General Meeting resolved, in accordance with the Board of Director's proposal, on guidelines for remuneration to senior executives.

Approval of the renumeration report for 2023
The Annual General Meeting resolved, in accordance with the Board of Director's proposal, to approve the renumeration report for 2023.

Information about the Annual General Meeting
Information about the Annual General Meeting is available at the company´s website in the menu Investerare/Bolagsstyrning/Bolagsstämma.