Today, 7 May, 2026, the Annual General Meeting of Railcare Group AB (publ) was held. Below is a summary of the resolutions made. All resolutions were adopted with the required majority.
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 2025.
Allocation of the company’s result
The Meeting resolved to allocate the company's profits for the financial year 2025 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 28,534,804 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 2025.
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:
- SEK 280,000 to the Chairman of the Board of Directors;
- SEK 140,000 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:
- SEK 80,000 to the Chairman of the audit committee;
- SEK 40,000 to each of the other members of the audit committee.
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, Andreas Lantto, Catharina Elmsäter-Svärd, Linn Andersson and Maria Kröger as members of the Board of Directors. The Meeting further resolved on new election of Jan Eriksson as board member. 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.
Approval of the renumeration report for 2025
The Annual General Meeting resolved, in accordance with the Board of Director's proposal, to approve the renumeration report for 2025.
Resolution regarding long-term incentive scheme
The Annual General Meeting resolved, in accordance with the Board of Director's proposal, to establish a long-term incentive scheme and hedging measures in connection therewith, for employees of the Railcare Group. The incentive scheme is based on newly issued shares and employee stock options, each consisting of one matching share right and one performance share right.
The program, which requires a personal investment, will consist of a combination of performance shares and matching shares and may comprise the issuance of a maximum of 1,004,896 shares (allocated as 314,067 newly issued shares and 314,067 employee stock options consisting of 690,829 warrants), corresponding to approximately four per cent of the total number of shares and votes in Railcare.
The allocation of performance shares is based on the company having achieved certain financial targets. The Annual General Meeting further resolved to carry out a directed share issue to the participants and, in order to secure delivery under the employee stock option program (comprising the performance share rights and matching share rights), to carry out a directed issue of warrants to the Company, with the right and obligation to transfer the warrants to the participants within the framework of the incentive scheme.
Complete terms and conditions are available on the Company’s website.
Information about the Annual General Meeting
Information about the Annual General Meeting is available at the company’s website in the menu Bolagsstyrning/Bolagsstämma.
This information is of the nature that Railcare Group AB (publ)) is obliged to make it public pursuant to Nasdaq Stockholm rulebook for issuers. The information was submitted for publication, through the agency of the contact persons set out above, on 7 May 2026 at 13.30 CEST.
