Articles of Association

Articles of Association for Railcare Group AB, Corp. ID No. 556730-7813. The Articles of Association were approved at the Annual General Meeting on 25 April 2018.

§ 1 Name of the company

The company’s name is Railcare Group AB. The company is a public company (publ).

§ 2 Registered office

The Board of Directors shall have its registered office in the Municipality of Skellefteå, Sweden.

§ 3 Operations

The company shall conduct construction operations and sell expert knowledge in the civil engineering industry, as well as other related operations.

§ 4 Share capital

The company’s share capital shall be not less than SEK 8,979,000 and not more than SEK 35,916,000.

§ 5 Number of shares

The number of shares shall be at least 21,900,000 and at most 87,600,000.

§ 6 Board of Directors

The Board of Directors shall consist of five to seven members.

§ 7 Auditors

One or two auditors, or an authorised firm of auditors, shall be appointed to examine the company’s annual accounts and the administration by the Board of Directors and the CEO.

§ 8 Notice of General Meeting

Notice to attend the General Meeting shall always be issued by advertisement in Post– och Inrikes Tidningar (Swedish Official Gazette) and on the company’s website. The fact that the notice has been issued shall be advertised in Dagens Industri (Swedish financial newspaper). Should Dagens Industri cease publication, an advertisement shall be placed in Svenska Dagbladet instead.

§ 9 Registration to attend General Meeting

Shareholders entitled to attend the Annual General Meeting are those entered in the share register in the manner prescribed in Chapter 7, Section 28, paragraph 3 of the Swedish Companies Act (2005:551) and who reported to the company their intention to attend no later than by the date stated in the Notice of the Annual General Meeting. This day must not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and must not occur earlier than the fifth weekday prior to the General Meeting. Shareholders intending to be accompanied by assistants, shall state the number of assistants when registering to attend.

§ 10 Annual General Meeting

The AGM shall be held annually within six (6) months of the end of the financial year.

The following matters shall be addressed by the Annual General Meeting:

  1. Election of a chairman for the Meeting.
  2. Preparation and approval of a voting list.
  3. Adoption of the agenda.
  4. Election of one or two persons to verify the minutes of the Meeting.
  5. Examination of whether the Annual General Meeting was duly convened.
  6. Address by the CEO.
  7. Submission of the Annual Report, Audit Report and, where applicable, the consolidated accounts and the Audit Report for the consolidated accounts.
  8. Resolutions
  1. on the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
  2. on the appropriation of the company’s profit in accordance with the adopted balance sheet;
  3. on the discharge from liability of the Board Members and the CEO.
  1. Determination of the number of Board Members and the number of auditors.

Determination of fees for Board Members and the auditors

  1. Election of the Board of Directors and auditors and/or firm of auditors.
  2. other matters to be addressed by the General Meeting in accordance with the Swedish Companies Act or the Articles of Association.

§ 11 Financial year

The financial year of the company is the calendar year.

§ 12 Record day provision

The shareholder or trustee who, on the record day, is entered in the share register and listed in a central securities depository register, in accordance with Chapter 4 of the Act on Central Securities Depositories and Accounting of Financial Instruments (1998:1479) or whoever is entered in a central securities depository account in accordance with Chapter 4, Section 18, paragraph 1, 6 – 8 of the aforementioned act shall be considered authorised to exercise the rights pursuant to Chapter 4, Section 39 of the Companies Act (2005:551).