are hereby invited to the Annual General Meeting on Tuesday, May 15, 2007 at 6:00 p.m., in Stockholm’s Konserthus, Grünewaldsalen, Kungsgatan 43 in Stockholm, Sweden.
NOTICE, ETC.
Shareholders who wish to participate in the Annual General Meeting, must:
- be recorded in the share register maintained by VPC AB not later than Wednesday, May 9, 2007,
- notify the company of their intention to participate in the Annual General Meeting not later
than Thursday, May 10, 2007, at 4:00 p.m. at RaySearch Laboratories AB (publ), Sveavägen 25, SE-111 34 Stockholm, Sweden, or by telephone +46 (0)8 545 061 30, or by fax +46 (0)8 545 061 39 or by e-mail: bolagsstamma2007@raysearchlabs.com. Assistants may accompany shareholders to the Meeting only if the shareholder has provided notice of the number of assistants, a maximum of two, in the manner prescribed above for notification of participation.
Notification must include the shareholder’s name, personal or corporate registration number, shareholding, address and telephone number. Shareholders represented by proxy must submit a power of attorney together with the notification. Representatives of legal entities must present a copy of a registration certificate or corresponding identity document that indicates the authorized signatory.
Shareholders who have trustee-registered shares through a bank or broker, must request to temporarily register the shares in their own name with VPC to be entitled to exercise their voting rights at the Meeting. The shareholders must inform the trustee of this request in adequate time prior to May 9, 2007, when such registration must be completed.
PROPOSED AGENDA
1. Opening of the Meeting
2. Election of a Chairman of the Meeting
3. Preparation and approval of the list of shareholders entitled to vote at the Meeting
4. Election of one or two minute-checkers
5. Approval of the proposed agenda
6. Determination whether the Meeting has been duly convened
7. Statement by the President
8. Presentation of the Annual Report and the Auditors’ Report as well as the consolidated financial statements and the Auditors’ Report for the consolidated financial statements for the 2006 fiscal year.
9. Motions concerning
(a) the adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet.
(b) the disposition to be made of the company’s profits or losses as shown in the balance sheet adopted by the Meeting.
(c) the discharge of the members of the Board of Directors and of the President from personal liability.
10. The Board of Directors’ proposal regarding principles for remuneration and other terms and conditions of employment for the Company management
11. Determination of the number of members of the Board of Directors and deputies
12. Determination of the remuneration to be paid to the Board of Directors and auditors
13. Election of the members of the Board (including Chairman) and deputy member(s) of the Board
14. Close of the Annual General Meeting
PROPOSED DECISIONS
Election of Meeting Chairman (point 2)
The Board proposes that Erik Hedlund be appointed Chairman at the Meeting.
Appropriation of earnings (point 9 b)
The Board of Directors and President propose that:
SEK 000s
Loss brought forward -197,602
Profit for the year 24,116
Be covered by a reduction of the statutory reserve in the amount of 173,486
To be carried forward to a new account 0
and that no dividend be paid.
Principles for remuneration and other terms and conditions of employment for the Company management
Company management is defined as the President and another four persons who hold senior positions in the company. The Board’s proposal, which corresponds to the remuneration principles in previous years, mainly means that Company management’s salary shall comprise a fixed and a variable remuneration. The variable remuneration paid to the President shall amount to 2 percent of the Group’s earnings before tax, though not more than 6 months’salary. The variable remuneration to the other members of the Company management shall be based on the outcome in relation to individual targets and shall amount to a maximum of one month’s salary.
Number of members of the Board of Directors and deputies (point 11)
Shareholders representing more than seventy five percent (75%) of the total number of votes in the company propose that the number of Board members shall be four (4) and the number of deputies shall be (1).
Remuneration (point 12)
Shareholders representing more than seventy five percent (75%) of the total number of votes in the company propose:
that remuneration to Board members, who do not receive a salary from any Group company, will total SEK 550,000 for the period extending to the close of the next Annual General Meeting, of which SEK 330,000 will be paid to the Chairman and SEK 110,000 to each of the Board members elected by the Annual General Meeting, who do not receive a salary from any Group company.
that Auditors’ fees shall be paid in accordance with current invoicing.
Board of Directors etc. (point 13)
Shareholders representing more than seventy five percent (75%) of the total number of votes in the company propose:
that Johan Löf, Erik Hedlund, Carl Filip Bergendal and Hans Wigzell be re-elected as Board members in the company and that Thomas Pousette be re-elected as deputy Board member in the company.
that Erik Hedlund be elected as Chairman of the Board.
The Annual Report and the auditor’s report will be available at the company’s office and on the company’s website, www.raysearchlabs.com not later that two weeks prior to the Annual General Meeting. A printed version of the Annual Report will be sent to all registered shareholders who have not declined an Annual Report.
Stockholm, April 2007
Board of Directors
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