Today, 24 July, 2024, the Extraordinary 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.
Resolution regarding approval of related party transaction
The Related Party Transaction consists of Railcare Group AB (the “Company”) entering into an agreement to acquire 4,000 shares, corresponding to 40 per cent of the shares, in the newly started locomotive rental company AC Finance AB (“AC”). In connection with the acquisition, the Company enters into a loan agreement together with the existing owners of AC regarding shareholder loans of up to SEK 50,000,000. Shareholder loans shall be contributed in proportion to the shareholding of AC Finance AB, thus Railcare has committed to contributing up to SEK 20,000,000 in shareholder loans. In connection with the acquisition, the Company enters into a lease agreement to rent nine locomotives from AC for five years.
Nornan Invest AB (“Nornan”) is the selling majority shareholder in AC and also a lender to AC under the same loan agreement as the Company. Nornan owns shares corresponding to 29.52 per cent of the capital and votes in the Company and is thus the largest shareholder in the Company. Based on the above, the overall transaction, comprising the acquisition agreement, the loan agreement and the lease agreement, is such a related party transaction that needs to be approved by the general meeting (the “Related Party Transaction”).
The Meeting resolved in accordance with the Board's proposal to approve the Related Party Transaction with Nornan Invest AB.
The Company has previously informed about the reasons for the implementation of the Related Party Transaction through a press release on 28 June 2024. The Board of Directors of the Company has also prepared a report on the transaction, which is published on the Company's website in the notice to today's Extraordinary General Meeting.
