Pre-Annual General Meeting Information • Apr 27, 2012
Pre-Annual General Meeting Information
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The shareholders in RaySearch Laboratories AB (publ), with registered no 556322-6157, are hereby invited to the Annual General Meeting on Wednesday 30 May 2012 at 6:00 p.m., in Spårvagnshallarna, Birger Jarlsgatan 57 A, Stockholm, Sweden.
Shareholders who wish to participate in the Annual General Meeting and to have the right to vote, must:
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 Thursday, 24 May, 2012, when such registration must have been completed.
If shareholders intend to be represented by proxy, the shareholder must issue a written power of attorney, duly dated and signed. For practical reasons, the power of attorney should be submitted to the company in advance. Please note that the original of any power of attorney must be presented and that it cannot therefore be sent by fax or internet. 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. A power of attorney is valid no longer than one year from its issuance, unless a longer period of validity is expressly stated; however, in no event longer than five years. Representatives of legal entities must present a copy of a registration certificate or corresponding authorization document that indicates the authorized signatory.
The Board proposes that Erik Hedlund be appointed Chairman of the Meeting.
As RaySearch is currently in a phase of rapid expansion that requires capital, the Board and President propose that the Annual General Meeting approve that no dividend will be paid to the company's shareholders. The accumulated profit of SEK 20 422 000 is proposed to be brought forward and balanced in the new accounts.
The Board proposes that the guidelines for remuneration to senior executives adopted on the Annual General Meeting 2011 continue to apply for the period until the close of the Annual General Meeting 2013. The content of the guidelines is found on the company's web site.
Shareholders representing appr. seventy percent (70%) of the total number of votes in the company propose that the number of Board members shall continue to be four (4), with no deputies.
Shareholders representing appr. seventy percent (70%) of the total number of votes in the company propose:
Shareholders representing appr. seventy percent (70%) of the total number of votes in the company propose:
It is suggested that company shall apply the general rule following from the Swedish Companies Act in relation to the time period for which the auditor shall be appointed, meaning that the auditor shall be appointed for the time
period until the end of the first Annual General Meeting held after the year when the auditor was appointed. Furthermore, it is suggested that that the company shall be able to appoint a registered accounting form as auditor.
The proposal entails Article 6 of the Articles of Association being amended to the following:
"The company shall have at least one auditor and no more than two auditors, with or without deputy auditors. The company may appoint a registered accounting firm as auditor."
A procurement proceeding is currently taking place in relation to a registered accounting firm to be appointed as auditor in the company. As soon as the procurement proceeding is completed a suggestion for appointment of auditor will be published on the company's website, the estimated publishing date for such suggestion being a date during the first part of May 2012.
The total number of shares in the company on the date of this invitation is 34 282 773, of which 11 324 391 are Series A shares are 22 958 382 Series B shares, which means that there are a total of 136 202 292 votes in the company. The company held no own shares.
The Annual Report, the auditor's report in accordance with Chapter 8, §54 of the Swedish Companies Act and the Board's complete proposal in accordance with the above will be held available at the company's office and on the company's website no later than from and including 9 May 2012 and will be sent to those shareholders who have provided notice that they wish to receive such information from the company.
For a valid decision in accordance with point 14 above, shareholders representing no less than two thirds of both the votes cast and the shares represented at the Annual General Meeting must vote in favor. For the remaining decisions, the support of shareholders representing more than half of the votes cast is necessary.
The shareholders have the right at the Annual General Meeting to request that the Board of Directors and the Managing Director provide information about facts that can affect the assessment of an item on the agenda and facts that can affect the assessment of the economic situation of the company. Such information shall be provided if it can be done without substantial harm to the company. The obligation to inform also applies in respect of the company's relationship to other group companies, the consolidated financial statements and facts according to the above in respect of subsidiaries.
Stockholm, April 2012 Board of Directors
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