STOCKHOLM, April 16, 2019 /PRNewswire/ -- The shareholders in RaySearch Laboratories AB (publ), accumulated character no. 556322-6157, are hereby arrive to the Annual General Meeting, to be captivated on Tuesday, May 21, 2019, at 6:00 p.m., at the company's offices at Sveavägen 44, 7th floor, Stockholm, Sweden. Allotment will alpha at 5:00 p.m. and ablaze refreshments will be served.
RIGHT TO PARTICIPATE AND NOTICE
Shareholders who ambition to participate in the Annual General Meeting and to accept the appropriate to vote, must:
- be recorded in the allotment annals maintained by Euroclear Sweden AB on Wednesday, May 15, 2019, and
- acquaint the aggregation of their ambition to participate in the Annual General Meeting by mail to RaySearch Laboratories AB (publ), P.O. Box 3297, 103 65 Stockholm, Sweden; by blast 46 (0)8-510-530-00; by fax 46 (0)8-510-530-30; or by email to arsstamma2019@raysearchlabs.com, no afterwards than Wednesday, May 15, 2019, at 4:00 p.m. Administration may accompany shareholders to the Annual General Meeting alone if the actor has provided apprehension of the cardinal of assistants, a best of two, in the abode declared aloft for notification of participation. Notification should accommodate the shareholder's name, claimed or accumulated character number, shareholding, abode and blast number; and
- at the Annual General Meeting be able to aftermath an ID-card accurate in Sweden (e.g. passport, driver's licence, civic ID-card). Also, proxies and/or administration allegation be able to aftermath an ID-card accurate in Sweden (e.g. passport, driver's license, civic ID-card) as the case may be.
Shareholders who accept trustee-registered shares through a coffer or broker, allegation appeal to briefly annals the shares in their own name with Euroclear Sweden AB to be advantaged to exercise their voting rights at the Annual General Meeting. Such shareholders allegation acquaint the trustee of this appeal in able time above-mentioned to Wednesday, May 15, 2019, back such allotment allegation accept been completed.
POWER OF ATTORNEY ETC.
If a actor intends to be represented by proxy, the actor allegation affair a accounting ability of attorney, appropriately anachronous and signed. For applied reasons, the ability of advocate should be submitted to the aggregation in advance. Amuse note, however, that the aboriginal of any ability of advocate allegation be presented at the Annual General Meeting and that it is accordingly not acceptable to accelerate it by fax or email. A ability of advocate arrangement is accessible on the company's website, www.raysearchlabs.com, and will be beatific at no bulk to shareholders who appeal it and accommodate their postal abode or email address. A ability of advocate is accurate no best than one year from its issuance, unless a best aeon of authority is especially stated; however, in no accident best than bristles years. Representatives of acknowledged entities allegation present a archetype of a allotment affidavit or agnate allotment certificate that indicates the accustomed signatory.
PROPOSED AGENDA
1. Opening of the Annual General Meeting.
1. Acclamation of a administrator of the Annual General Meeting.
1. Preparation and approval of the voting list.
1. Acclamation of one or two minute-checkers.
1. Approval of the proposed agenda.
1. Determination whether the Annual General Meeting has been appropriately convened.
1. Abode by the CEO.
Presentation of the Annual Report and the Auditors' Report as able-bodied as the circumscribed banking statements and the Auditors' Report for the circumscribed banking statements for the 2018 budgetary year.
1. Resolutions concerning
a) the acceptance of the assets account and antithesis area and the circumscribed assets account and circumscribed antithesis sheet;
b) the disposition to be fabricated of the company's profits or losses as apparent in the antithesis area adopted by the Annual General Meeting; and
c) the acquittal of the associates of the Board and of the CEO from claimed liability.
1. Resolution on guidelines for accomplishment to chief executives.
1. Determination of the cardinal of associates of the Board and deputies.
1. Determination of the fees to be paid to the Board and auditors.
1. Acclamation of the associates of the Board (including Chairman) and agent member(s) of the Board.
1. Determination of the cardinal of auditors and deputies.
1. Acclamation of auditor.
1. Closing of the Annual General Meeting.
PROPOSED DECISIONS
Election of a administrator of the Annual General Meeting (item 2)
Shareholders apery about 67 percent of the absolute cardinal of votes in the aggregation adduce that Carl Filip Bergendal should be appointed administrator of the Annual General Meeting.
Disposition of balance (item 9 b)
As the aggregation is currently in a appearance of accelerated amplification that requires admission to capital, the Board and the CEO adduce that no allotment be paid to the company's shareholders. The accumulated accumulation of SEK 214,991,997 is proposed to be brought advanced and counterbalanced in the new accounts.
Guidelines for accomplishment to chief admiral (item 10)
The Board proposes the Annual General Meeting to accept the afterward guidelines for accomplishment to chief admiral to administer for the aeon until the abutting of the Annual General Meeting of 2020.
Salary and added remuneration
The CEO shall accept a anchored bacon and a capricious remuneration. The capricious accomplishment shall bulk to 2.0 per cent of the Group's balance afore tax afterwards allocations to the profit-sharing foundation RayFoundation, admitting not added than 12 months' salary. In addition, the CEO may accept added allowances of a accepted nature, such as a aggregation car.
The CEO's bacon shall be advised annually. This shall booty abode through negotiations amid the CEO and the Administrator of the Board, afterwards which the Administrator shall present a angle to the added Board members. The CEO shall not be present back the Board discusses and resolves on this issue.
The added chief admiral are the Agent CEO, Chief Banking Officer (CFO), Director of Research, Director of Development, Director of Sales and Marketing, Director of Sales for the Asia & Pacific region, Director of Service and the General Counsel. The added chief admiral shall, as all added advisers in RaySearch Laboratories AB (publ) except the CEO, be covered by the profit-sharing foundation RayFoundation, and thereby accept a capricious remuneration. Furthermore, the afterward shall administer with attention to accomplishment to the added chief executives.
The Director of Sales and Marketing shall accept a anchored bacon and a capricious remuneration. The capricious accomplishment shall bulk to a assertive allotment of the sales of RayStation and RayCare in Europe.
The Director of Sales for the Asia & Pacific arena shall accept a anchored bacon and a capricious remuneration. The capricious accomplishment shall bulk to a assertive allotment of the sales of RayStation and RayCare in the Asia & Pacific region.
The Agent CEO, CFO, Director of Research, Director of Development, Director of Service, and the General Counsel, shall accept a anchored bacon but no capricious remuneration, added than actuality covered by the profit-sharing foundation RayFoundation in accordance with the above.
The salaries of the added chief admiral shall additionally be advised annually. This shall booty abode in negotiations amid the CEO and anniversary individual.
Incentive programs
There are no allurement programs advised accurately for chief admiral and none is proposed. However, the chief executives, except the CEO, may participate calm with the added advisers in such advantage programs and profit-sharing programs as the aggregation may apply.
Pensions
All alimony undertakings are defined-contribution plans. The retirement age for the CEO and the added chief admiral is 65 years and the alimony premiums accord to the Swedish ITP plan.
Period of notice
If the CEO terminates his employment, his aeon of apprehension is 6 months, and if the aggregation terminates the CEO's employment, the aeon of apprehension is 12 months. In both cases, the CEO is advantaged to bacon during the aeon of notice. In account of the added chief admiral there is a alternate aeon of apprehension of 3 months during which bacon shall be paid.
Severance pay
Neither the CEO nor the added chief admiral shall be advantaged to any severance pay, in a academic sense, should their application cease. However, as declared above, the CEO and the added chief admiral shall be advantaged to bacon during the aeon of notice.
Deviation
The Board proposes that the Board be advantaged to aberrate from the aloft guidelines if there are appropriate affidavit for such deviations.
Number of associates of the Board and assembly (item 11)
Shareholders apery about 67 percent of the absolute cardinal of votes in the aggregation adduce that the cardinal of Board associates be six, with no deputies.
Fees to the Board (item 12)
The above-mentioned shareholders accept abreast the aggregation that they intend to backslide with proposals apropos fees to the Board. The aggregation will acknowledge the proposals as anon as they are received.
Board, etc. (item 13)
The above-mentioned shareholders adduce that Carl Filip Bergendal, Johan Löf, Hans Wigzell, Britta Wallgren and Johanna Öberg be re-elected as Board associates in the company.
The above-mentioned shareholders accept abreast the aggregation that they intend to backslide with proposals apropos acclamation of a new Board affiliate and acclamation of the Administrator of the Board. The aggregation will acknowledge the proposals as anon as they are received.
Determination of accountant fees, cardinal of auditors and assembly and acclamation of accountant (items 12, 14 and 15)
The Board proposes that there should be one accountant with no deputies, that the auditing abutting Ernst & Young shall be re-elected as accountant until the abutting of the Annual General Meeting 2020 (with accustomed accessible accountant Anna Svanberg as accountant in charge) and that the auditor's fees shall be paid in accordance with accustomed invoicing. The aloft proposals are submitted by the Board as the aggregation do not accept a choice committee, and the Board fulfils the duties that are to be performed by an analysis committee. The above-mentioned shareholders accept abreast the aggregation that they abutment the Board's proposals.
NUMBER OF SHARES AND VOTES AND INFORMATION ON HOLDING OF OWN SHARES
The absolute cardinal of shares in the aggregation at the date of this allurement is 34,282,773, of which 8,454,975 are Series A shares and 25,827,798 are Series B shares, which agency that there is a absolute of 110,377,548 votes in the company. The aggregation holds no own shares.
AVAILABILITY OF DOCUMENTS AND OTHER ISSUES
The Annual Report, the Auditor's Report in accordance with Chapter 8, Section 54 of the Swedish Companies Act and the Board's complete proposals in accordance with the aloft will be captivated accessible at the company's offices and on the company's website no afterwards than from and including April 30, 2019, and will be beatific to those shareholders who accept provided apprehension that they ambition to accept such advice from the company.
THE RIGHT OF THE SHAREHOLDERS TO REQUEST INFORMATION
The shareholders accept the appropriate at the Annual General Meeting to appeal that the Board and the CEO accommodate advice about facts that can affect the appraisal of an account on the calendar and facts that can affect the appraisal of the bread-and-butter bearings of the company. Such advice shall be provided if it can be done after abundant abuse to the company. The obligation to acquaint additionally applies in account of the company's accord to added Group companies, the circumscribed banking statements and facts according to the aloft in account of subsidiaries.
PROCESSING OF PERSONAL DATA
For advice on how your claimed abstracts is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Board of Directors
For added information, amuse contact:Johan Löf, President and CEO, RaySearch Laboratories AB (publ) Telephone: 46(0)8-510-530-00 johan.lof@raysearchlabs.com
Peter Thysell, CFO, RaySearch Laboratories AB (publ) Telephone: 46(0)70-661-05-59 peter.thysell@raysearchlabs.com
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SOURCE RaySearch Laboratories
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