Notice to extraordinary general meeting in Railway Metrics and Dynamics Sweden AB (publ)

The Shareholders of Railway Metrics and Dynamics Sweden AB (publ), reg. no 556846-5560 (the “Company”) are hereby summoned to an extraordinary general meeting on Friday the 29 August 2025 at 9am at the Company’s premises at Sandhamnsgatan 63A, Stockholm, Sweden.

Shareholders who wish to attend the annual general meeting must:
 

Notice shall be made in writing to Qap Legal Advisors AB, att. ”Extraordinary General Meeting RMD”, Box 5325, 102 47 Stockholm or by e-mail info@qaplegal.com. The notification shall include name, personal identity no or corporate registration no, shareholding, address, telephone number and, when applicable, information about representatives, proxies and assistants (no more than 2). When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.
 

Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to attend the meeting, have their shares in their own name in the share register maintained by Euroclear Sweden AB, and such registration must be completed no later than the record date of 21 August 2025. The shareholder should therefore inform its nominee well in advance of such request and such registration may be temporary. Voting registrations made by nominees no later than 25 August 2025 will be taken into account when producing the share register.

If shareholders are represented by a proxy, the proxy must have a written, dated, and signed (by the shareholder) power of attorney for the general meeting. The power of attorney may not be older than one (1) year. If the power of attorney is issued by a legal entity, the proxy shall bring a registration certificate or equivalent certificate of authority for the legal entity to the general meeting.

The number of outstanding shares and votes in the Company at the time of this notice amounts to 48,218,128. The Company does not hold any own shares.

It is proposed that Dennis Lundquist from Qap Legal Advisors be appointed chairman of the meeting or, in the event of him being prevented, a person appointed by the Board of Directors.
 

The Board of Directors proposes that the General Meeting resolves to issue a maximum of 10,436,302 warrants of series 2025/2028, each with the right to subscribe for one (1) new share in the Company, entailing an increase of the share capital of a maximum of SEK 417,452.093471 upon full exercise of the warrants for subscription of new shares.

In addition, the following terms shall apply:

The warrants are issued free of charge.

The right to subscribe for warrants shall, with deviation from the shareholders’ preferential right, accrue the below parties who are a limited number of external qualified investors engaged in advance as well as certain strategically important existing shareholders in the Company. The reason for the deviation from the shareholders’ preferential right is that the Company shall fulfill its obligations under the loan agreements entered into, and to get a greater spread of ownership in the Company and bring on a limited number of strategic and well-capitalized investors,thereby creating conditions for better liquidity in the trading of the share as well as adding capital to the Company and finance its operations. Other considerations in connection with the deviation from the preferential rights are set out in the Board of Directors’ proposal for a resolution on their terms of the issue.

Subscription and subscription period

Subscription of the warrants shall be made at a separate subscription list within seven (7) days from the resolution to issue warrants. The Board of Directors is authorized to extend the subscription period.

The warrants

Majority requirements etc.

The subscribers consist of both non-related persons and such persons who are deemed to fall within the so-called related parties according to the Leo rules in Chapter 16 of the Swedish Companies Act (2005:551) and thus the resolution requires the support of shareholders with at least nine tenths (9/10) of both the votes cast and the shares represented at the meeting.

Other

The Board of Directors or a person appointed by the Board of Directors shall be authorized to make any adjustments required to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

Documents in accordance with Chapter 14, Section 8 of the Companies Act have been drafted.

Resolution regarding directed new issue of shares with payment by set-off (item 7)

The Board of Directors proposes that the General Meeting resolves to issue 20,872,604 shares, resulting in a total increase in share capital of a maximum of SEK 834,904.186942. The new issue of shares will be carried out with a deviation from shareholders' preferential rights in accordance with the conditions set out below.

Subscription to a share premium

The subscription price for each share shall be SEK 0.50. The difference between the quota value and the subscription price (the residual amount) shall be paid to the unrestricted share premium reserve. The subscription price is determined based on an agreement with the Lenders (as defined below) in connection with the raising of the Loans (as defined below) and, at the time of raising the initial Loans, corresponded to a premium of approximately 56 percent compared to the closing price of the share on NGM Nordic SME on June 12, 2025.

Deviation from preferential rights

The right to subscribe for shares shall, with deviation from the shareholders' preferential rights, be granted to a number of existing shareholders, related parties to the Company, as well as a limited number of external investors (the "Lenders") announced in advance. The reason for the deviation from the shareholders' preferential rights is that the shares constitute set-off against previously granted bridge loans (the "Loans") to the Company. The Loans have secured the Company's continued delivery capacity and expansion. In connection with this new share issue, the Loans are set off and converted into shares in the Company. The Board of Directors therefore assesses that the claims listed below can be set off and that set-off of the claims is to the benefit of both the Company and the shareholders.

Subscription and subscription period

Subscription for the new shares shall be made on a separate subscription list from the date of the Extraordinary General Meeting and two (2) weeks thereafter. The Board of Directors shall be authorized to extend the subscription period.

Payment

Payment for the issued shares shall be made through set-off of parts claim to the Company. The set-off shall be made at the time of subscription for the shares. The Board of Directors is of the opinion that set-off can be effected without prejudice to the Company or its creditors.

Right to dividend

The new shares entitle the holder to dividend as of the record day for dividend that comes next after the shares has been registered with the Swedish Companies Registration Office and entered in the share register kept by Euroclear Sweden AB.

Majority requirements etc.

The Lenders consist of both non-related persons and such persons who are deemed to fall within the so-called related parties according to the Leo rules in Chapter 16 of the Swedish Companies Act (2005:551) and thus the resolution requires the support of shareholders with at least nine tenths (9/10) of both the votes cast and the shares represented at the meetingThe resolution requires the support of shareholders holding at least nine-tenths (9/10) of both the votes cast and the shares represented at the general meeting.

Other

The Board of Directors or a person appointed by the Board of Directors shall be authorized to make any adjustments required to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

Documents in accordance with Chapter 13, Section 6 and 7 of the Companies Act have been drafted.

Information at the general meeting

Shareholders present at the general meeting has the right to request information on circumstances that could impact on the evaluation of an item on the agenda in accordance with Chapter 7 section 32 of the Swedish Companies Act (2005:551).

Availability of documents

Complete proposals for resolutions, to the extent they do not already appear from the notice, and any other documents in accordance with the Swedish Companies Act (2005:551) will be made available at the Company’s office no later than two (2) weeks prior to the general meeting and sent to shareholders who request it and provide the Company with their postal address.
Documents will also be available on the Company’s website, https://railwaymetrics.com/investor/corporate-governance/.

Processing of personal data

For information on how your personal data is processed (in Swedish), see

https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

August 2025

Railway Metrics and Dynamics Sweden AB (publ)

The Board of Directors

For more information, please contact:

Jan Lindqvist, CEO
Phone: +46 (0)70-587 76 26
Email: jan.lindqvist@railwaymetrics.com

About Railway Metrics and Dynamics
RMD is a Swedish IT company that develops and sells a system platform for real-time analysis and monitoring of transportation and infrastructure. The platform consists of a cloud- and real-time-based system featuring patented technology, leveraging advanced algorithms and artificial intelligence, for asset management. Initially, the company has focused on the railway industry—such as locomotives, train cars, rails, and other railway infrastructure—but RMD’s system is also well-suited for other transportation and infrastructure markets, including construction and public sectors. For players in the railway industry, the system enables more efficient, safe, punctual, and profitable operations. RMD's shares are traded on NGM Nordic SME.

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