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2016-04-15

RaySearch Laboratories: Invitation to Annual General Meeting 2016

The shareholders in RaySearch Laboratories AB (publ), corporate
identity no. 556322-6157, are hereby invited to the Annual General
Meeting, to be held on Tuesday, 17 May, 2016, at 6:00 p.m., at the
company's offices at Sveavägen 44, 7th floor, Stockholm, Sweden.

RIGHT TO PARTICIPATE AND NOTICE

Shareholders who wish to participate in the Annual General Meeting and
to have the right to vote, must:

· be recorded in the share register maintained by Euroclear Sweden
AB not later than Wednesday, 11 May, 2016,

· notify the company of their intention to participate in the Annual
General Meeting by mail to RaySearch Laboratories AB (publ), P.O. Box
3297, 103 65 Stockholm, Sweden; by telephone +46 (0)8 510 530 00; by
fax +46 (0)8 510 530 30; or by email to
arsstamma2016@raysearchlabs.com (arsstamma2016@raysearchlabs.com%20),
not later than Wednesday, 11 May, 2016, at 4:00 p.m. 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 described above for notification of participation.
Notification should include the shareholder's name, personal or
corporate identity number, shareholding, address and telephone
number.

Shareholders who have trustee-registered shares through a bank or
broker, must request to temporarily register the shares in their own
name with Euroclear Sweden AB to be entitled to exercise their voting
rights at the Meeting. Such shareholders must inform the trustee of
this request in adequate time prior to Wednesday, 11 May, 2016, when
such registration must have been completed.

POWER OF ATTORNEY ETC.

If a shareholder intends 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, however, that the original of any
power of attorney must be presented at the Meeting and that it is
therefore not sufficient to send it by fax or email. A power of
attorney template 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 email 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.

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 CEO.

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 2015 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; and

c) the discharge of the members of the Board and of the CEO from personal liability.

10. Resolution on guidelines for remuneration to senior executives.

11. Determination of the number of members of the Board and deputies.

12. Determination of the fees to be paid to the Board and auditors.

13. Election of the members of the Board (including Chairman) and
deputy member(s) of the Board.

14. Election of auditor.

15. Resolution on the authorization to the Board to resolve on new
issues of Series B shares and/or issues of convertible debt
instruments.

16. Close of the Annual General Meeting.

PROPOSED DECISIONS

Election of a chairman of the Meeting (item 2)

The Board proposes that Erik Hedlund be appointed chairman of the
Meeting.

Disposition of earnings (item 9 b)

Based on the company's increased profit, the Board proposes that
dividend payments be resumed and that the dividend be set at SEK 0.25
per share. The proposed dividend amounts to a total of SEK
8,570,693.25. The remaining accumulated profit, amounting to SEK
99,961,554.74, is proposed to be brought forward and balanced in the
new accounts.

The proposed record date for the right to receive dividends is 19 May,
2016. If the Meeting resolves in accordance with this proposal, the
divided is expected to be distributed under the direction of
Euroclear Sweden AB on 24 May, 2016.

In accordance with the Board's dividend policy, the company is to
distribute approximately 20 percent of the Group's profit after tax
to the shareholders, provided that a healthy capital structure is
maintained. However, as the company is currently in a phase of rapid
expansion that requires access to capital, the Board proposes that
the dividend to be paid is reduced to SEK 0.25 per share for the 2015
fiscal year. This corresponds to approximately 12.2 per cent of the
Group's profit after tax. According to the Board's evaluation, the
proposed dividend will not obstruct the company or the Group from
fulfilling its short- and long-term commitments, or affect the
company's or the Group's capability of making required investments.

With reference to the Board's proposal on profit allocation, the
statement made above as well as other information that has come to
the knowledge of the Board and after careful assessment of the
financial position of the company and the Group, the Board finds the
proposed dividend justified considering the capital requirements of
the company and the Group posed by the nature, scope and risks of the
business activities and the consolidation requirements, the liquidity
and the position of the company and the Group in general.

Guidelines for remuneration to senior executives (item 10)

The Board proposes the Meeting to adopt the following guidelines for
remuneration to senior executives to apply for the period until the
close of the Annual General Meeting of 2017.

Salary and other remuneration

The CEO shall receive a fixed salary and a variable remuneration. The
variable remuneration shall amount to 2.0 per cent of the Group's
earnings before tax after allocations to the profit-sharing
foundation RayFoundation, though not more than 12 months' salary. In
addition, the CEO may have other benefits of a common nature, such as
a company car.

The CEO's salary shall be reviewed annually. This shall take place
through negotiations between the CEO and the Chairman of the Board,
after which the Chairman shall present a proposal to the other Board
members. The CEO shall not be present when the Board discusses and
resolves on this issue.

The other senior executives are the Deputy CEO, Chief Financial
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
other senior executives shall, as all other employees in RaySearch
Laboratories AB (publ), be covered by the profit-sharing foundation
RayFoundation, and thereby receive a variable remuneration.
Furthermore, the following shall apply with regard to remuneration to
the other senior executives.

The Director of Sales and Marketing shall receive a fixed salary and a
variable remuneration. The variable remuneration shall amount to a
certain percentage of the sales of RayStation® worldwide.

The Director of Sales for the Asia & Pacific region shall receive a
fixed salary and a variable remuneration. The variable remuneration
shall amount to a certain percentage of the sales of RayStation® in
the Asia & Pacific region.

The Deputy CEO, CFO, Director of Research, Director of Development,
Director of Service, and the General Counsel, shall receive a fixed
salary but no variable remuneration, other than being covered by the
profit-sharing foundation RayFoundation in accordance with the above.

The salaries of the other senior executives shall also be reviewed
annually. This shall take place in negotiations between the CEO and
each individual.

Incentive programs

There are no incentive programs intended specifically for senior
executives and none is proposed. However, the senior executives,
except the CEO, may participate together with the other employees in
such option programs and profit-sharing programs as the company may
apply.

Pensions

All pension undertakings are defined-contribution plans. The
retirement age for the CEO and the other senior executives is 65
years and the pension premiums correspond to the Swedish ITP plan.

Period of notice

If the CEO terminates his employment, his period of notice is 6
months, and if the company terminates the CEO's employment, the
period of notice is 12 months. In both cases, the CEO is entitled to
salary during the period of notice. In respect of the other senior
executives there is a mutual period of notice of 3 months during
which salary shall be paid.

Severance pay

Neither the CEO nor the other senior executives shall be entitled to
any severance pay, in a formal sense, should their employment cease.
However, as described above, the CEO and the other senior executives
shall be entitled to salary during the period of notice.

Deviation

The Board proposes that the Board be entitled to deviate from the
above guidelines if there are special reasons for such deviations.

Number of members of the Board and deputies (item 11)

Shareholders representing approximately 70 percent of the total number
of votes in the company propose that the number of Board members
continue to be 4, with no deputies.

Fees (item 12)

Shareholders representing approximately 70 percent 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, amount to a total of SEK 840,000 for the
period extending to the next Annual General Meeting, of which SEK
480,000 to be paid to the Chairman and SEK 180,000 to each of the
Board members elected by the Annual General Meeting, who do not
receive a salary from any Group company.

· that the auditors' fees shall be paid in accordance with current
approved invoicing.

Board, etc. (item 13)

Shareholders representing approximately 70 percent 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 Erik Hedlund be re-elected as Chairman of the Board.

Election of auditor (item 14)

The Board proposes that the auditing firm Ernst & Young be appointed
as auditors, with the authorized public accountant Per Hedström as
auditor in charge.

Resolution on the authorization to the Board to resolve on new issues
of Series B shares and/or issues of convertible debt instruments
(item 15)

The Board proposes that the Meeting authorize the Board to, on one or
several occasions up until the next Annual General Meeting, resolve
on new issues of Series B shares and/or issues of convertible debt
instruments convertible into Series B shares. The Board's resolutions
on issuing shares and/or convertible debt instruments may lead to an
increase in the number of shares in the company representing a
maximum of 10 per cent of the registered share capital per the date
of this invitation, amounting to SEK 17,141,386.50, however, not
exceeding the number of shares and share capital according to the
company's articles of association at the time of such resolution. At
the date of this invitation, such maximum increase represents an
increase of approximately 2.6 per cent of the total numb...

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