Railcare Group — AGM Information 2019

Apr 2, 2019

Notice to attend the annual general meeting of Railcare Group AB (publ)

NOTICE OF PARTICIPATION

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Nominee registered shares

Proxy etc.

PROPOSED AGENDA

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THE ELECTION COMMITTEES PROPOSED RESOLUTIONS WITH RESPECT TO ITEMS 2 AND 10- 13 ON THE AGENDA

Election of the chairman at the meeting (item 2)

Determination of the number of board members and the number of auditors (item 10)

Determination of remuneration to the board of directors and auditor (item 11)

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The above remunerations also include remuneration for work in both the audit and remuneration committees. The election committee proposes that no remuneration shall be paid to the members of the election committee. However, the company reimburse reasonable costs that the members of the election committee may have, such as, for example, costs that may arise during recruitment services, and for external consultants who are deemed necessary by the election committee for the election committee to be able to fulfill its duty.

The election committee proposes that audit remunerations be paid according to approved invoice in accordance with custom billing standards.

Election of board members and auditor (item 12)

The election committee proposes that the annual general meeting resolves to re-elect the board members Catharina Elmsäter-Svärd, Ulf Marklund, Anna Weiner Jiffer, Adam Adin and Anders Westermark and to elect Björn Östlund as a new board member. It is proposed to re-elect Catharina Elmsäter-Svärd as chairman of the board.

Furthermore, the election committee has proposed 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. The election committees proposal is in accordance with the audit committees recommendation.

Further information about the proposed directors is available on www.railcare.se

Resolution regarding the principles for appointing members of the election committee and the duties of the election committee (item 13)

It is proposed by the election committee that the annual general meeting 2019 adopts the following principles for appointing the members of the election committee and the duties of the election committee:

The company shall have an election committee which shall consist of one member appointed by each of the three largest shareholders by votes, based on the ownership statistics that the company receives from Euroclear Sweden AB at the end of the second quarter each year. If the shareholder does not exercise his or her right to appoint a member, the second largest shareholder by votes shall be entitled to appoint a member of the election committee, and so on. However, there is no need to contact more than maximum five additional shareholders, unless the chairman of the board of directors finds that there are special reasons for such an action. In connection to the appointment of a new election committee, the chairman of the board shall, in an appropriate manner, contact the three largest identified shareholders and invite them, within a reasonable period of time which shall not exceed 30 days, to name in writing the person the shareholder wishes to appoint as a member of the election committee.

The majority of the members of the election committee shall be independent in relation to the company and the company management. The managing director or any other person from the executive management shall not be a member of the election committee. At least one of the election committee shall be independent in relation to the, in terms of voting rights, largest shareholder in the company or group of shareholders who cooperate regarding the company's management. Board members may form part of the election committee, but shall not constitute a majority of the members of the election committee. The chairman of the board of directors or other board member shall not be the chairman of the election committee. If more than one board member is included in the election committee, at the most one of them may be dependent in relation to the company's major shareholders.

Information on the finally appointed election committee shall include the names of the three appointed members, together with the names of the shareholders who nominated them, and shall be published no later than six months before the planned annual general meeting. The election committee's period of mandate is until the appointment of a new election committee. The chairman of the election committee shall, unless otherwise agreed by the member appointed by the largest shareholder in terms of the number of votes.

If one or more of the shareholders who nominated members of the election committee are no longer one of the three largest shareholders in terms of the numbers appointed by these shareholders

shall make their seats available and the shareholder(s) who have become one of the three largest shareholders in terms of voting rights shall be entitled to appoint their members. However, if there are no special reasons, no changes shall take place in the composition committee if only marginal changes in the number of votes have taken place or if the change occurs later than two months before the annual general meeting. Shareholders who have appointed a member of the election committee have the right to dismiss such a member and appoint a new member of the election committee, as well as to appoint a new member if the member appointed by the shareholder chooses to leave the election committee. Changes in the composition of the election committee shall be made public as soon as such changes have taken place. In the following matters, the election committee shall present proposals to be submitted to the annual general meeting for resolution:

· proposal for chairman of the annual general meeting;

• proposals for the number of board members elected by the general meeting and, if applicable, the number of auditors;

• proposals for remuneration to non-employed members of the board and to non-emploved members of the board of directors' various committees (if committees exist);
• · proposals for remuneration for auditors';
• · proposals for the election of the chairman of the board of directors and other board members, and, if applicable, the election of auditors; and
• · proposals for principles for appointing members of the election committee and for the election committee's duties.

The company's chairman of the board of directors is convening the first meeting and shall ensure that the election committee immediately receives relevant information about the result of the board of director's completed evaluation of its work. Such information shall be provided no later than during January and shall include information on the board of director's 's working methods and the effectiveness of its work. Furthermore, the chairman of the board of directors shall co-opt into the meetings of the election committee, if necessary.

For the rest, the election committee shall have the composition and fulfill the duties that from time to time follow by the Swedish Code of Corporate Governance. The members of the election committee shall not receive remuneration from the company. The company shall pay any costs incurred in connection with the work of the election committee, provided that the chairman of the board of directors has approved these. At the request of the election committee, the company shall provide human resources such as secretarial function in the election committee to facilitate its work.

PROPOSAL BY THE BOARD OF DIRECTORS WITH RESPECT TO RESOLUTIONS UNDER ITEMS 9B AND 14 OF THE AGENDA

Distribution of results (item 9b)

SEK 24,394,628 is at the disposal of the annual general meeting. The board of directors proposes that the year's result, in total SEK 525 156, is capitalized on a new account and that no dividend is paid for the financial year 2018.

Proposal for resolution regarding remuneration to senior executives (item 14)

The board of directors proposes that the annual general meeting resolves on principles for remuneration to and other terms of employment for senior executives as follows. The principles also apply to board members insofar as they receive remuneration for services rendered to the group in addition to the board assignment.

The principles for remuneration and other terms of employment for the executive management of Railcare Group AB essentially mean that the company shall offer its senior executives marketable remuneration and that the criterias in this respect shall consist of the executive's responsibility, role, competence and

1. Basic principle

2. Fixed salary

3. Variable salary

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4. Pension

5. Other benefits

6. Notice period

7. The board of director's preparation and decision making

8. Share-related incentive programs decided by the general meeting

• 9. Information on previously resolved renumeration that has been due for payment
• 10. Information on deviation from the principles adopted by the general meeting

11. Other

NUMBER OF SHARES AND VOTES

SHAREHOLDERS REQUEST FOR INFORMATION

DOCUMENTATION

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