are hereby invited to the Annual General Meeting on Thursday, May 22, 2008 at 6:00 p.m., in Kammarsalen at the Berns Conference Center, Berzeli Park, 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 Friday, May 16, 2008,
- notify the company of their intention to participate in the Annual General Meeting not later
than Friday, May 16, 2008, 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: bolagsstamma2008@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. Representatives of legal entities must present a copy of a registration certificate or corresponding authorization 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 16, 2008, when such registration must be completed.
POWER OF ATTORNEY FORM
If shareholders intend to be represented by proxy, the power of attorney and other authorization documentation shall be submitted with the notification to attend. A power of attorney form is available on the company’s website www.raysearchlabs.com and will be sent at no cost to shareholders who request it and provide their postal address or e-mail address.
NUMBER OF SHARES
The number of shares in the company on the record date is 11,427,591, of which 4,212,908 are Series A shares and 7,214,683 Series B shares, which means that there are a total of 49,343,763 votes in the company.
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. Address 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 2007 fiscal year.
9. Resolutions 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. Decision on guidelines for remuneration to senior executives
11. Determination of the number of members of the Board of Directors and deputies
12. Determination of the fees 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. Election of auditor and deputy auditor
15. Decision on share split and the related changes in the Articles of Association
16. 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 a dividend be paid to the company’s shareholders of SEK 0.50 per share, or a total of SEK 5,714,000. It is proposed that the remaining amount of accumulated profits, SEK 951,000, be carried forward. It is proposed that the Annual General Meeting authorize the Board to determine a record date and payment date for the dividend. It is the Board’s opinion that the dividend is justifiable taking into account the demands that the type of operations, scope and risks place on the size of the Parent Company’s and Group’s equity and the Parent Company’s and Group’s consolidation requirements, liquidity and financial position in general.
Guidelines for remuneration to senior executives
The Board proposes that the following guidelines for remuneration to senior executives shall be applied until the next Annual General Meeting.
Salary, etc.
The President shall receive a fixed salary and a variable remuneration. The variable remuneration shall amount to 2.0 percent of the Group’s earnings before tax, though not more than six months’ salary. In addition, the President may have other benefits of a usual nature, such as a company car.
The President’s salary shall be reviewed annually. This shall occur through negotiations between the President and the Board Chairman, after which the Chairman shall present a proposal to the other Board members. The President shall not be present when the Board discusses and decides on this issue.
The other senior executives are the CFO, Research Director, Development Director, Product Director and Marketing Director. These persons shall receive a fixed salary but no variable remuneration, in contrast to what has applied previously.
The salaries of the other senior executives are also reviewed annually. This shall occur in negotiations between the President and the individuals.
Incentive programs
There are no incentive programs intended specifically for senior executives and none is being proposed. However, senior executives, except the President, may participate with the other employees in the options programs and profit-sharing programs that the company proposes to apply.
Pensions
All pension undertakings are defined-contribution plans. Retirement age for the President and other senior executives is 65 years and the pension premiums correspond to the Swedish ITP plan.
Period of notice
If the President chooses to terminate employment, his term of notice is six months; if the employer terminates the President’s employment, the term of notice is twelve months. In both cases, the President receives salary during the term of notice. The other senior executives have a mutual term of notice of three months during which salary is paid.
Severance pay
Neither the President nor the other senior executives are entitled to any severance pay, in a formal sense, should their employment cease. On the other hand, as described above, the President and the other senior management are entitled to salary during the period of notice.
Deviation
The Board proposes that it should be able to deviate from the above guidelines if specific reasons arise.
Number of members of the Board of Directors and deputies (point 11)
Shareholders representing appr. seventy percent (70%) 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 one (1).
Fees (point 12)
Shareholders representing appr. seventy percent (70%) 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 appr. seventy percent (70%) 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.
Auditors (point 14)
Shareholders representing appr. seventy percent (70%) of the total number of votes in the company propose:
that Anders Linér be re-elected as auditor and Lena Krause be re-elected deputy auditor
Share split and related change in the Articles of Association (point 15)
For the purpose of achieving a number of shares that is appropriate for the company, the Board proposes that the Meeting resolve to increase the number of shares in the company through a split of each share into three (3) shares, whereby the number of the shares in the company increases to 34,282,773, of which 12,638,724 Series A and 21,644,049 Series B, each with a quota value of SEK 0.50, and that the wording of Section 4, first paragraph second point in the company’s Articles of Association regarding the number of shares be changed as follows:
“The number of shares shall be not less than 18,000,000 and not more than 72,000,000.”
In addition, the Board proposes that the Meeting authorize the Board to decide on the record date for the split and to take the other measures necessary to implement the split.
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The Annual Report, the auditor’s report in accordance with Chapter 8, §54 of the Swedish Companies Act, the Board’s complete proposal in accordance with the above and the Board’s statement in accordance with Chapter 18, §4 of the Swedish Companies Act as a consequence of the proposed dividend will be available at the company’s office and on the company’s website not later than from and including May 8, 2008 and will be sent to those shareholders who have provided notice that they wish to receive such information from the company.
Stockholm, April 2008
Board of Directors
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