Railway Metrics and Dynamics

Decision on Amendment of the Articles of Association
The meeting resolved, in accordance with the board’s proposal, to amend the Company’s Articles of Association by changing the limits for the share capital and the number of shares.

The limits for the Company’s share capital are now set to a minimum of SEK 952,000 and a maximum of SEK 3,808,000, and the limits for the number of shares are set to a minimum of 23,800,000 shares and a maximum of 95,200,000 shares.

Decision on Retroactive Approval of the Board’s Decision on a Rights Issue of Shares and Warrants
The meeting resolved to approve the board’s decision of October 8, 2024, regarding a rights issue of up to 23,867,066 units (the “Units” and the “Rights Issue”), consisting of shares and warrants of series TO3 (the “TO3”).

In accordance with the terms announced on October 8, 2024, the established conditions mean that anyone registered as a shareholder in the share register held by Euroclear Sweden on the record date of November 19, 2024, will receive one (1) unit right (“Unit Right”) per share held. One (1) Unit Right entitles the holder to subscribe for one (1) Unit. Each (1) Unit consists of one (1) newly issued share and one (1) newly issued TO3 warrant. The subscription price per Unit is set to SEK 1, corresponding to a subscription price per share of SEK 1. The TO3 warrants are issued free of charge. Two (2) TO3 warrants grant the right to subscribe for one (1) new share in the Company at a subscription price of SEK 1.50 per share. The exercise period for TO3 to subscribe for shares will run from March 17, 2025, to March 31, 2025. The subscription period for the Rights Issue will run from November 21, 2024, to December 5, 2024.
 

Through the Rights Issue, the Company’s share capital can increase by up to SEK 954,682.68 through the issuance of up to 23,867,066 shares, and an additional SEK 477,341.34 through the issuance of up to 11,933,533 shares under 23,867,066 TO3 warrants. Shareholders who do not participate in the Rights Issue will initially experience a dilution of approximately 50 percent in the event the Rights Issue is fully subscribed, and if all TO3 warrants are exercised for new shares in the Company, this could result in a maximum potential dilution effect of 60 percent.

As previously communicated, approximately SEK 9.3 million, corresponding to about 39 percent of the Rights Issue, is covered by subscription commitments from certain existing shareholders, and the Company has also entered into agreements for underwriting guarantees of approximately SEK 7.5 million, corresponding to approximately 31 percent of the Rights Issue, with certain existing shareholders and external investors. Therefore, approximately SEK 16.8 million, corresponding to about 70 percent of the Rights Issue, is covered by subscription commitments and underwriting guarantees.

Further information and instructions regarding the Rights Issue will be included in the EU Growth Prospectus expected to be published on November 19, 2024.

Decision on Authorization for the Board to Decide on the Issuance of Units to Underwriters in the Rights Issue
In order to enable the issuance of Units as compensation for the underwriters who have entered into underwriting commitments to secure the Rights Issue (the “Underwriters”), as previously communicated, the meeting resolved, in accordance with the board’s proposal, to authorize the board to decide on the issuance of Units. The authorization will be valid until the next annual general meeting and will enable the board, at one or more occasions, to deviate from shareholders’ preferential rights, and with or without conditions regarding set-off or other conditions, to decide on the issuance of shares and TO3 warrants to the Underwriters. In exercising the authorization, the terms for the Units will be the same as in the Rights Issue, meaning each unit will consist of one (1) newly issued share and one (1) newly issued TO3 warrant. The subscription price will be SEK 1.00 per unit, corresponding to SEK 1.00 per share.

The purpose of the authorization and the reason for the deviation from shareholders' preferential rights is to be able to conduct the issuance of shares and warrants as compensation for the Underwriters. The total number of shares and TO3 warrants that may be issued under the authorization shall not exceed the total number of shares and TO3 warrants that correspond to the agreed guarantee compensation to the Underwriters.

Decision on Directed New Issue of Shares with Payment by Set-Off (Related Party Transaction)
The meeting resolved, in accordance with the board’s proposal, to carry out a directed new issue of shares with payment by set-off.

In deviation from shareholders’ preferential rights, Railway Metrics and Dynamics Sweden Holding AB (“RMD Holding”) shall have the right to subscribe for up to 3,609,174 shares, corresponding to an increase in share capital of up to SEK 144,366.97.

The subscription price per share will be SEK 1, which is the same subscription price as in the Rights Issue. Payment for the subscribed shares will be made through set-off of claims. The reason for the issuance and the reason for the deviation from shareholders' preferential rights is that the Company has a short-term debt totaling SEK 3,609,174 to RMD Holding, which arose through ongoing lending from RMD Holding to cover the Company’s short-term liquidity needs. Subscription for the new shares will occur through a separate subscription list from November 20, 2024, and for five (5) days thereafter.

RMD Holding is considered to fall within the so-called related party group under the Leo rules in Chapter 16 of the Swedish Companies Act (2005:551), and the decision has therefore been supported by shareholders holding at least nine-tenths (9/10) of both the votes cast and the shares represented at the meeting.

For more detailed information on the content of the decisions, please refer to the notice for the annual general meeting, available on the Company’s website, https://railwaymetrics.com/investor/