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STOCKHOLM, May 26, 2020 /PRNewswire/ — The shareholders in RaySearch Laboratories AB (publ), accumulated character no. 556322-6157, are hereby arrive to the Anniversary Accepted Meeting, to be captivated on Tuesday, June 30, 2020, at 4:00 p.m., at the company’s offices at Sveavägen 44, 7th floor, Stockholm, Sweden. Allotment will alpha at 3:30 p.m.
INFORMATION IN RELATION TO THE CORONA VIRUS (COVID-19)
RaySearch safeguards the bloom of its shareholders and strives to accord in the assignment of attached the beforehand of the new candelabrum virus (COVID-19) in the best accessible way. Thus, RaySearch will accede with accepted restrictions and recommendations from the authorities.
Due to the above, RaySearch has absitively to take, amid added things, the afterward precautions in affiliation with the Anniversary Accepted Meeting:
RaySearch is ecology the development apropos the coronavirus carefully and the admonition and regulations from the authorities and will broadcast adapted admonition apropos the Anniversary Accepted Affair on the website as required.
RIGHT TO PARTICIPATE AND NOTICE
Shareholders who ambition to participate in the Anniversary Accepted Affair and to accept the appropriate to vote, must:
Notification shall be fabricated either:
To participate in the Anniversary Accepted Affair and to accept the appropriate to vote, shareholders allegation additionally 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.
Assistants may accompany shareholders to the Anniversary Accepted Affair 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, address, and blast number.
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 Anniversary Accepted Meeting. Such shareholders allegation acquaint the trustee of this appeal in able time above-mentioned to Wednesday, June 24, 2020, 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 dated, 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 Anniversary Accepted Affair 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 affidavit that indicates the accustomed signatory.
Shareholders are recommended to exercise their voting rights by voting in beforehand appliance postal voting. A appropriate anatomy allegation be acclimated for postal voting, accessible at www.raysearchlabs.com. If necessary, a adamantine archetype of this anatomy will be beatific to shareholders aloft request. Separate notification is not all-important back voting by post; a completed and active postal voting anatomy is accurate as notification to participate in the Anniversary Accepted Meeting.
The completed anatomy may be beatific by email to [email protected] or beatific in aboriginal by mail to RaySearch Laboratories AB (publ), P.O. Box 3297, SE-103 65 Stockholm, Sweden. The completed anatomy allegation be accustomed by RaySearch no afterwards than Wednesday, June 24, 2020. If the actor is a acknowledged entity, a allotment affidavit or added allotment affidavit allegation be amid with the form. This additionally applies for shareholders voting in beforehand by proxy. Shareholders may not accommodate appropriate instructions or altitude in the voting form. If this is done, the vote is invalid. Additional instructions are provided in the postal voting form.
1. Opening of the Anniversary Accepted Meeting.
2. Acclamation of a administrator of the Anniversary Accepted Meeting.
3. Alertness and approval of the voting list.
4. Acclamation of one or two minute-checkers.
5. Approval of the proposed agenda.
6. Determination whether the Anniversary Accepted Affair has been appropriately convened.
7. Abode by the CEO.
8. Presentation of the Anniversary Report and the Auditors’ Report as able-bodied as the circumscribed banking statements and the Auditors’ Report for the circumscribed banking statements for the 2019 budgetary year.
9. Resolutions regarding
a. the acceptance of the assets annual and antithesis area and the circumscribed assets annual 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 Anniversary Accepted Meeting; and
c. the acquittal of the associates of the Lath and of the CEO from claimed liability.
10. Resolution on guidelines for controlling remuneration.
11. Determination of the cardinal of associates of the Lath and deputies.
12.Determination of the fees to be paid to the Lath and auditors.
13. Acclamation of the associates of the Lath (including Chairman) and deputies.
14. Determination of the cardinal of auditors and deputies.
15. Acclamation of auditor.
16. Resolution apropos change of the Articles of Association.
17. Closing of the Anniversary Accepted Meeting.
Election of a administrator of the Anniversary Accepted Affair (item 2)
Shareholders apery about 67 percent of the absolute cardinal of votes in the aggregation adduce that Lars Wollung is appointed administrator of the Anniversary Accepted Meeting.
Disposition of balance (item 9 b)
As the aggregation is currently in a appearance of accelerated amplification that requires admission to capital, the Lath and the CEO adduce that no allotment be paid to the company’s shareholders. The accumulated accumulation of SEK 208,198,000 is proposed to be brought avant-garde and counterbalanced in the new accounts.
Guidelines for controlling accomplishment (item 10)
The Lath proposes the Anniversary Accepted Affair to accept the afterward guidelines for accomplishment to the CEO and added associates of chief administration (senior executives).
The guidelines are forward-looking, i.e. they are applicative to accomplishment agreed, and amendments to accomplishment already agreed, afterwards acceptance of the guidelines by the Anniversary Accepted Affair 2020. These guidelines do not administer to any accomplishment absitively or accustomed by the Accepted Meeting.
THE GUIDELINES’ PROMOTION OF THE COMPANY’S BUSINESS STRATEGY, LONG-TERM INTERESTS AND SUSTAINABILITY
For admonition apropos the company’s business strategy, amuse see https://www.raysearchlabs.com/.
A prerequisite for the acknowledged accomplishing of the company’s business action and attention of its abiding interests, including its sustainability, is that the aggregation is able to recruit and absorb able personnel. To this end, it is all-important that the aggregation offers aggressive remuneration. These guidelines accredit the aggregation to action the controlling administration a aggressive absolute remuneration.
Variable banknote accomplishment covered by these guidelines shall aim at announcement the company’s business action and abiding interests, including its sustainability.
TYPES OF REMUNERATION, ETC.
The accomplishment shall be on bazaar agreement and may abide of the afterward components: anchored banknote salary, capricious banknote remuneration, alimony allowances and added benefits. All chief admiral except the CEO, shall be covered by the profit-sharing foundation RayFoundation as all added advisers in RaySearch Laboratories AB (publ), and may thereby additionally accept capricious banknote remuneration. Additionally, the Accepted Affair may – irrespective of these guidelines – boldness on, amid added things, share-related or allotment price-related remuneration.
The achievement of belief for appliance capricious banknote accomplishment shall be abstinent over a aeon of one year. The capricious banknote accomplishment may bulk to not added than 100 per cent of the anchored anniversary banknote salary.
Pension benefits, including bloom allowance (Sw: sjukförsäkring), shall be exceptional defined. Capricious banknote accomplishment shall not authorize for alimony benefits. The alimony premiums shall be according to the Swedish ITP plan which corresponds to not added than 10 per cent of the anchored anniversary banknote bacon for the CEO and not added than 30 per cent of the anchored anniversary banknote bacon for the added chief executives. The retirement age is commonly 65 years.
Other allowances may include, for example, activity insurance, medical allowance and aggregation cars. Such allowances may bulk to not added than 10 per cent of the anchored anniversary banknote salary.
CRITERIA FOR AWARDING VARIABLE CASH REMUNERATION, ETC.
Any capricious banknote accomplishment shall be affiliated to agreed and assessable belief which can be banking or non-financial. They may additionally be individualized, quantitative or qualitative objectives. The belief shall be advised so as to accord to the company’s business action and abiding interests, including its sustainability, by for archetype actuality acutely affiliated to the business action or advance the executive’s abiding development.
Variable banknote accomplishment for the CEO shall bulk to 2.0 per cent of the Group’s balance afore tax afterwards allocations to the profit-sharing foundation RayFoundation. For chief admiral alive with sales, any capricious banknote accomplishment shall be affiliated to sales of the company’s products. Allocation to RayFoundation is fabricated if the operating accumulation for the above-mentioned year accomplished a akin in balance of an operating allowance of twenty per cent. In such a case, the bulk allocated will be ten per cent of the allotment of the operating accumulation that exceeds the limit.
As the belief that actuate whether allocation to RayFoundation is to be made, as able-bodied as added capricious remuneration, are affiliated to the company’s accumulation or sale, they accord to the accomplishing of the company’s business action and abiding interests, including its sustainability.
To which admeasurement the belief for appliance capricious banknote accomplishment has been annoyed shall be evaluated/determined back the altitude aeon has ended. The Lath is amenable for the appraisal so far as it apropos capricious accomplishment to the CEO. For capricious banknote accomplishment to added chief executives, the CEO is amenable for the evaluation. For banking objectives, the appraisal shall be based on the latest banking admonition fabricated accessible by the company.
TERMINATION OF EMPLOYMENT
The apprehension aeon may not beat twelve months if apprehension of abortion of appliance is fabricated by the company. Anchored banknote bacon during the aeon of apprehension and severance pay may calm not beat an bulk agnate to the anchored banknote bacon for 18 months. The aeon of apprehension may not beat six months after any appropriate to severance pay back abortion is fabricated by the executive.
SALARY AND EMPLOYMENT CONDITIONS FOR EMPLOYEES
In the alertness of the Board’s angle for these accomplishment guidelines, bacon and appliance altitude for advisers of the aggregation accept been taken into annual by including admonition on the employees’ absolute income, the apparatus of the accomplishment and access and advance bulk over time, in the Board’s base of accommodation back evaluating whether the guidelines and the limitations set out herein are reasonable.
THE DECISION-MAKING PROCESS TO DETERMINE, REVIEW AND IMPLEMENT THE GUIDELINES
The Lath shall adapt a angle for new guidelines at atomic every fourth year and abide it to the accepted meeting. The guidelines shall be in force until new guidelines are adopted by the Accepted Meeting. The Lath shall additionally adviser and appraise programs for capricious accomplishment for the controlling management, the appliance of the guidelines for controlling accomplishment as able-bodied as the accepted accomplishment structures and advantage levels in the company. The CEO and added associates of the controlling administration do not participate in the Board’s processing of and resolutions apropos remuneration-related affairs in so far as they are alone afflicted by such matters.
The Lath may briefly boldness to aberrate from the guidelines, in accomplished or in part, if in a specific case there is appropriate account for the aberration and a aberration is all-important to serve the company’s abiding interests, including its sustainability, or to ensure the company’s banking viability.
Number of associates of the Lath and assembly (item 11)
Shareholders apery about 67 percent of the absolute cardinal of votes in the aggregation adduce that the cardinal of Lath associates be six, with no deputies.
Fees to the Lath (item 12)
The above-mentioned shareholders adduce that accomplishment to lath members, who do not accept a bacon from any Group company, shall bulk to a absolute of SEK 1,700,000 for the aeon until the abutting Anniversary Accepted Meeting, of which SEK 700,000 to be paid to the Administrator and SEK 250,000 to anniversary of the added lath associates adopted by the Accepted Meeting.
Election of the associates of the Lath (including Chairman) and assembly (item 13)
The above-mentioned shareholders adduce that Carl Filip Bergendal, Johan Löf, Britta Wallgren, Hans Wigzell, Lars Wollung and Johanna Öberg be re-elected as Lath associates in the aggregation and that Lars Wollung be re-elected as Administrator of the Board.
Determination of accountant fees, cardinal of auditors and assembly and acclamation of accountant (items 12, 14 and 15)
The Lath 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 abutting Anniversary Accepted Meeting (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 Lath as the aggregation do not accept a choice committee, and the Lath 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.
Resolution apropos change of the Articles of Association (item 16)
Due to antecedent and accepted aldermanic amendments, the Lath proposes that the Anniversary Accepted Affair resolves on academic changes to the Articles of Association as set out below:
§ 1. Registered nameThe registered name of the Aggregation is RaySearch Laboratories AB (publ).
§ 1. Business nameThe business name of the Aggregation is RaySearch Laboratories AB (publ).
§ 7. Apprehension and registrationA apprehension to appear an Anniversary Accepted Affair and a apprehension to appear an Extra Accepted Affair at which an affair of an alteration of the Articles of Association is to be dealt with shall be issued no beforehand than six weeks and no afterwards than four weeks afore the Accepted Meeting. Notices to appear added Extra Accepted Meetings shall be issued no beforehand than six weeks and no afterwards than three weeks afore the Accepted Meeting. A apprehension to appear a Accepted Affair shall be appear in Post- och Inrikes Tidningar and by the apprehension actuality kept accessible on the company’s website. Simultaneously with the apprehension actuality issued, the aggregation shall, through announcement in Svenska Dagbladet, accomplish accessible the actuality that a apprehension has been issued.Shareholders included in the printout or added presentation of the annual of shareholders in attention to cachet bristles alive canicule above-mentioned to the Accepted Affair and who accept abreast the Aggregation of their ambition to participate not afterwards than 4:00 p.m. of the date declared on the apprehension to appear the Accepted Affair are advantaged to appear the Meeting. This date may not abatement on a Sunday, added accessible holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, nor may it action beforehand than the fifth alive day above-mentioned to the Accepted Meeting. A actor may alone be accompanied at the Accepted Affair by administration if the actor letters the cardinal of administration – which, however, may not beat two – in the abode declared aloft pertaining to the allotment of the shareholder’s ambition to participate.
§ 7. Apprehension and registrationA apprehension to appear an Anniversary Accepted Affair and a apprehension to appear an Extra Accepted Affair at which an affair of an alteration of the Articles of Association is to be dealt with shall be issued no beforehand than six weeks and no afterwards than four weeks afore the Accepted Meeting. Notices to appear added Extra Accepted Meetings shall be issued no beforehand than six weeks and no afterwards than three weeks afore the Accepted Meeting. A apprehension to appear a Accepted Affair shall be appear in Post- och Inrikes Tidningar and by the apprehension actuality kept accessible on the company’s website. Simultaneously with the apprehension actuality issued, the aggregation shall, through announcement in Svenska Dagbladet, accomplish accessible the actuality that a apprehension has been issued.Shareholders included in the printout or added presentation of the annual of shareholders as per the almanac date for the Accepted Meeting, which is accustomed in accordance with the Swedish Companies Act, and who accept abreast the Aggregation of their ambition to participate not afterwards than on the date declared on the apprehension to appear the Accepted Affair are advantaged to appear the Meeting. This date may not abatement on a Sunday, added accessible holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, nor may it action beforehand than the fifth alive day above-mentioned to the Accepted Meeting. A actor may alone be accompanied at the Accepted Affair by administration if the actor letters the cardinal of administration – which, however, may not beat two – in the abode declared aloft pertaining to the allotment of the shareholder’s ambition to participate.
§ 10. Record-day provisionsThe Company’s shares shall be registered in a adaptation annals in accordance with the Swedish Banking Instruments Act (1998:1479).
§ 10. Almanac day provisionThe Company’s shares shall be registered in a axial balance archive annals in accordance with the Axial Balance Depositories and Banking Instruments Accounts Act (1998:1479).
The Lath proposes that the CEO be accustomed to accomplish such accessory amendments of the angle as may be appropriate in affiliation with the allotment with the Swedish Companies Allotment Office.
The angle requires an approval of shareholders apery at atomic two-thirds of both the votes casting and the shares represented at the Anniversary Accepted Affair to be valid.
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 Anniversary Report and the Auditor’s Report in accordance with Chapter 8, Section 54 of the Swedish Companies Act will be captivated accessible at the company’s offices and on the company’s website no afterwards than from and including June 9, 2020, and will be beatific to those shareholders who accept provided apprehension that they ambition to accept such admonition from the company.
THE RIGHT OF THE SHAREHOLDERS TO REQUEST INFORMATION
The shareholders accept the appropriate at the Anniversary Accepted Affair to appeal that the Lath and the CEO accommodate admonition about facts that can affect the appraisal of an annual on the calendar and facts that can affect the appraisal of the bread-and-butter bearings of the company. Such admonition 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 admonition on how your claimed abstracts is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm, May 2020Board of Directors
RaySearch Laboratories is a medical technology aggregation that develops avant-garde software solutions for bigger radiation analysis of cancer. RaySearch markets the RayStation® analysis planning arrangement to clinics all over the world. In addition, RaySearch’s articles are broadcast through licensing agreements with arch medical technology companies. RaySearch’s software is acclimated by over 2,500 clinics in added than 65 countries.
RaySearch was founded in 2000 as a aftereffect from Karolinska Institutet in Stockholm and the aggregation is listed in the Small Cap articulation on NASDAQ OMX Stockholm.
For added admonition about RaySearch, amuse appointment www.raysearchlabs.com
For added information, amuse contact: Johan Löf, President and CEO, RaySearch Laboratories AB Telephone: 46 (0)8-510 530 00
This admonition was brought to you by Cision http://news.cision.com
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SOURCE RaySearch Laboratories
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