Invitation to Annual General Meeting 2023
The shareholders in RaySearch Laboratories AB (publ), corporate identity no. 556322-6157, are hereby invited to the Annual General Meeting, to be held on Thursday, May 25, 2023 at 6.00 p.m. at the company's office at Eugeniavägen 18C, Stockholm, Sweden. Registration will start at 5.00 p.m. and light refreshments will be served.
The Board of Directors has decided that the shareholders also shall be able to exercise their voting rights by postal voting before the Annual General Meeting, as instructed below.
Right to participate and notice
Participation at the meeting venue
A person who wishes to participate at the meeting venue, in person or by proxy, must
- be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Tuesday, May 16, 2023; and
- give notice of participation no later than Friday, May 19, 2023 by post to RaySearch Laboratories AB (publ), "Annual General Meeting 2023", c/o Euroclear Sweden AB, Box 191, SE‑101 23 Stockholm, Sweden, by telephone +46 8 402 91 33 or by email to [email protected]. The notification should include the shareholder’s name, personal or corporate identification number, address and telephone number, and number of any assistants (not more than two).
If a shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder shall be issued for the proxy. Proxy forms will be provided by the company upon request and are also available on the company’s website, raysearchlabs.com. A power of attorney is valid one year from its issue date or such longer period as set out in the power of attorney, however not more than five years. If the shareholder is a legal entity, a registration certificate or other authorization document listing the authorized signatories must be attached to the form. For practical reasons, the power of attorney should be sent to the company in advance to the address above in connection with the notice of participation.
Postal voting
A person who wishes to participate in the Annual General Meeting by postal voting must
- be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Tuesday, May 16, 2023; and
- give notice of participation no later than Friday, May 19, 2023, by casting its postal vote in accordance with the instructions below so that the postal vote is received by Euroclear Sweden AB no later than that day.
A person who wishes to attend the meeting venue in person or by proxy, must give notice in accordance with the instructions listed under “Participation at the meeting venue” above. Hence, a notice of participation only through postal voting is not sufficient for a shareholder who wishes to attend the meeting venue.
A special form must be used for the postal voting. The form is available on the company’s website, raysearchlabs.com. A hard copy of this form will be sent to shareholders upon request.
The completed and signed form must be received by Euroclear Sweden AB no later than Friday, May 19, 2023. The completed and signed form may be sent by post to RaySearch Laboratories AB (publ), "Annual General Meeting 2023", c/o Euroclear Sweden AB, Box 191, SE‑101 23 Stockholm, Sweden or by email to [email protected]. Shareholders may also cast their postal votes electronically by verification with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/. Such electronic votes must be submitted no later than Friday, May 19, 2023.
If a shareholder submits its postal vote through a proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms will be provided by the company upon request and are also available on the company’s website, raysearchlabs.com. A power of attorney is valid one year from its issue date or such longer period as set out in the power of attorney, however not more than five years. If the shareholder is a legal entity, a registration certificate or other authorization document listing the authorized signatories must be attached to the form.
The shareholder may not provide specific instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions are included in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy/.
Shares registered in the name of a nominee
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the General Meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the record date Tuesday, May 16, 2023. Such re-registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee’s routines at such time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than Friday, May 19, 2023 will be taken into account in the presentation of the share register.
Proposed agenda
- Opening of the Annual General Meeting.
- Election of a chairman of the Annual General Meeting.
- Preparation and approval of the voting list.
- Election of one or two minute-checkers.
- Approval of the proposed agenda.
- Determination whether the Annual General Meeting has been duly convened.
- Address by the CEO.
- Presentation of the Annual Report and the Auditors’ Report as well as the consolidated financial statements and the Auditors’ Report on the consolidated financial statements for the 2022 fiscal year.
- Resolutions regarding
- the adoption of the income statement and the balance sheet as well as the consolidated income statement and consolidated balance sheet;
- the disposition to be made of the company’s profits or losses as shown in the balance sheet adopted by the Annual General Meeting; and
- the discharge of the members of the Board and the CEO from liability.
- Determination of the number of members of the Board and deputies.
- Determination of the fees to be paid to the Board and auditor.
- Election of the members of the Board (including Chairman of the Board) and deputies.
- Determination of the number of auditors and deputies.
- Election of auditor.
- Presentation of the Board's remuneration report for approval.
- Closing of the Annual General Meeting.
Proposed decisions
ELECTION OF A CHAIRMAN OF THE ANNUAL GENERAL MEETING (ITEM 2)
Shareholders representing approximately 66 percent of the total number of votes in the company propose that Hans Wigzell is appointed chairman of the Annual General Meeting.
PREPARATION AND APPROVAL OF THE VOTING LIST (ITEM 3)
The voting list proposed for approval is the voting list prepared by Euroclear Sweden AB on behalf of the company, based on the Annual General Meeting share register, shareholders having given notice of participation and being present at the meeting venue, and received postal votes.
DISPOSITION OF EARNINGS (ITEM 9 B)
As the company is currently in a phase of rapid expansion that requires access to capital, the Board and the CEO proposes that no dividend be paid to the company’s shareholders. The accumulated profit of SEK 126,858,312 is proposed to be brought forward and balanced in the new accounts.
NUMBER OF MEMBERS OF THE BOARD AND DEPUTIES (ITEM 10)
Shareholders representing approximately 66 percent of the total number of votes in the company propose that the number of members of the Board be five, with no deputies.
FEES TO THE BOARD AND AUDITOR (ITEM 11)
The above-mentioned shareholders propose that remuneration to board members, who do not receive a salary from any Group company, shall amount to a total of SEK 1,740,000 for the period until the next Annual General Meeting, of which SEK 840,000 to be paid to the Chairman and SEK 300,000 to each of the other members of the Board elected by the General Meeting.
The Board proposes that the auditor’s fees shall be paid in accordance with approved invoicing. The above-mentioned shareholders have informed the company that they support the Board’s proposal.
ELECTION OF THE MEMBERS OF THE BOARD (INCLUDING CHAIRMAN OF THE BOARD) AND DEPUTIES (ITEM 12)
The above-mentioned shareholders propose that Carl Filip Bergendal, Johan Löf, Günther Mårder, Britta Wallgren and Hans Wigzell be re-elected as members of the Board and that Hans Wigzell be re-elected as Chairman of the Board.
DETERMINATION OF NUMBER OF AUDITORS AND DEPUTIES AND ELECTION OF AUDITOR (ITEMS 13 AND 14)
The Board proposes that the company shall have one auditor with no deputies and that the registered auditing firm Deloitte AB shall be elected as auditor for the period until the close of the next Annual General Meeting (the authorized auditor Kent Åkerlund is intended to be the auditor in charge).
The Board, which in its entirety fulfils the duties assigned to an audit committee, recommends election of the auditing firm Deloitte AB. The Board’s recommendation is based on the tender process that has been carried out, as well as the tender submitted by Deloitte AB, which has defined a well-balanced scope of the audit based on the group’s size and operations, offered a well-adapted audit in relation to the company’s operations and offered a fee that has been assessed as competitive in relation to the work.
The above proposals are submitted by the Board, as there is no nomination committee in the company. The abovementioned shareholders have informed the company that they support the Board’s proposals.
Number of shares and votes and information on holding of own shares
The total number of shares in the company at the date of this invitation is 34,282,773, of which
8,454,975 are Series A shares, each carrying 10 votes, and 25,827,798 are Series B shares, each
carrying one vote, which means that there is a total of 110,377,548 votes in the company. The
company holds no own shares.
Shareholders’ right to receive information
The Board and the CEO shall, if any shareholder so requests, and the Board believes that this can be done without material harm for the company, at the Annual General Meeting provide information on circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to other companies within the group.
Availability of documents and other issues
The Annual Report, the Board’s Report in accordance with Chapter 8, Section 53 a of the Swedish Companies Act and the Auditor’s Report in accordance with Chapter 8, Section 54 of the Swedish Companies Act will be held available at the company’s head office, Eugeniavägen 18C, SE‑113 68 Stockholm, Sweden and on the company’s website, www.raysearchlabs.com, no later than from and including May 4, 2023. The documents can also be requested by e-mail to [email protected], and will also be sent free of charge to shareholders who so request and provide their postal address. Information about persons proposed as members of the Board are available at the company’s website. In other respects, complete proposals are included under each item in the notice.
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm, April 2023
Board of Directors
