The shareholders in RaySearch Laboratories AB (publ) are hereby invited to the Annual General Meeting on Tuesday, 25 May, 2010 at 6:00 p.m., in Kammarsalen at the Berns Conference Center, Berzelii Park, Stockholm, Sweden. NOTICE, ETC. Shareholders who wish to participate in the Annual General Meeting, must: - be recorded in the share register maintained by Eucroclear Sweden AB (Euroclear) not later than Wednesday, 19 May, 2010, - notify the company of their intention to participate in the Annual General Meeting not later than Wednesday, 19 May, 2010, 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: arsstamma2010@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. The document must not be more than one (1) year old. Shareholders who have trustee-registered shares through a bank or broker, must request to temporarily register the shares in their own name with Euroclear 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 Wednesday, 19 May, 2010, 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 total number of shares in the company on the record date is 34,282,773, of which 12,385,968 are Series A shares and 21,896,805 Series B shares, which means that there are a total of 145,756,485 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 Managing Director. 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 2009 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 Managing Director 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. Close of the Annual General Meeting. PROPOSED DECISIONS Election of Meeting Chairman (point 2) The Board proposes that Erik Hedlund be appointed Chairman of the Meeting. Appropriation of earnings (point 9 b) The Board of Directors and the Managing Director propose a distribution of dividends amounting to fifty (50) öre per share. The 28 May, 2010, is proposed as record day in respect of the dividends, and in such case payment of the dividends is estimated to take place on 2 June, 2010. Guidelines for remuneration to senior executives (point 10) The Board proposes that the guidelines for remuneration to senior executives adopted on the Annual General Meeting 2009 continue to apply for the period until the close of the Annual General Meeting 2011. The content of the guidelines is found on the company’s web site. 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 zero (0). 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 600,000 for the period extending to the close of the next Annual General Meeting, of which SEK 360,000 will be paid to the Chairman and SEK 120,000 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 Carl Filip Bergendal, Erik Hedlund, Johan Löf and Hans Wigzell be re-elected as Board members in the company and that Thomas Pousette not be re-elected as deputy Board member in the company. that Erik Hedlund be elected as Chairman of the Board. ******** 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 will be available at the company’s office and on the company’s website not later than from and including 11 May 2010 and will be sent to those shareholders who have provided notice that they wish to receive such information from the company. Stockholm, April 2010 Board of Directors
Press releases
