Invitation to Annual General Meeting 2009

Invitation to Annual General Meeting 2009

Shareholders in RaySearch Laboratories AB (publ) are hereby invited to the
Annual General Meeting on Tuesday 26 May 2009 at 6:00 p.m., in Kammarsalen at
the Berns Conference Center, Berzelii Park, Stockholm, Sweden.

NOTICE, ETC. 

Shareholders who wish to participate in the Annual General Meeting, must:

- be recorded in the share register maintained by Eucroclear Sweden AB
(Euroclear) not later than Tuesday 19 May 2009, 

- notify the company of their intention to participate in the Annual General
Meeting not later than Tuesday 19 May 2009, at 4:00 p.m. at RaySearch
Laboratories AB (publ), Sveavägen 25, SE-111 34 Stockholm, Sweden, or by
telephone +46 (0)8 545 061 30, or by fax +46 (0)8 545 061 39 or by e-mail:
bolagsstamma2009@raysearchlabs.com. 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 prescribed above for notification of
participation.

Notification must include the shareholder's name, personal or corporate
registration number, shareholding, address and telephone number. Representatives
of legal entities must present a copy of a registration certificate or
corresponding authorization document that indicates the authorized signatory.
The document must not be more than one (1) year old.

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 19 May 2009,when such registration must be completed. 

POWER OF ATTORNEY FORM

If shareholders intend to be represented by proxy, the power of attorney and
other authorization documentation shall be submitted with the notification to
attend. 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.

NUMBER OF SHARES

The number of shares in the company on the record date is 34,282,773, of which
12,638,724 are Series A shares and 21,644,049 Series B shares, which means that
there are a total of 148,031,289 votes in the company.

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 Managing Director

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 2008 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.
(c) the discharge of the members of the Board of Directors and of the Managing
Director from personal liability.

10. Decision on guidelines for remuneration to senior executives

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

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

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

14. Close of the Annual General Meeting

PROPOSED DECISIONS 

Election of Meeting Chairman (point 2)

The Board proposes that Erik Hedlund be appointed Chairman at the Meeting.

Appropriation of earnings (point 9 b)

The Board of Directors and the Managing Director propose that the accumulated
profit be carried forward.

Guidelines for remuneration to senior executives (point 10)

The Board proposes that the guidelines for remuneration to senior executives
adopted on the Annual General Meeting 2008 shall be continuously applicable. The
guidelines have the following main content.


Salary, etc.

The Managing Director shall receive a fixed salary and a variable remuneration.
The variable remuneration shall amount to 2.0 percent of the Group's earnings
before tax, though not more than six months' salary. In addition, the Managing
Director may have other benefits of a usual nature, such as a company car.

The Managing Director's salary shall be reviewed annually. This shall occur
through negotiations between the Managing Director and the Board Chairman, after
which the Chairman shall present a proposal to the other Board members. The
Managing Director shall not be present when the Board discusses and decides on
this issue.

The other senior executives are the CFO, Research Director, Development
Director, Product Director and Marketing Director. These persons shall receive a
fixed salary but no variable remuneration, in contrast to what has applied
previously.

The salaries of the other senior executives are also reviewed annually. This
shall occur in negotiations between the Managing Director and the individuals.

Incentive programs

There are no incentive programs intended specifically for senior executives and
none is being proposed. However, senior executives, except the Managing
Director, may participate with the other employees in the option programs and
profit-sharing programs that the company proposes to apply.

Pensions

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

Peroid of notice

If the Managing Director chooses to terminate employment, his term of notice is
six months; if the employer terminates the Managing Director's employment, the
term of notice is twelve months. In both cases, the Managing Director receives
salary during the term of notice. The other senior executives have a mutual term
of notice of three months during which salary is paid. 

Severance pay

Neither the Managing Director nor the other senior executives are entitled to
any severance pay, in a formal sense, should their employment cease. On the
other hand, as described above, the Managing Director and the other senior
management are entitled to salary during the period of notice.

Deviation

The Board proposes that it should be able to deviate from the above guidelines
if specific reasons arise. 


Number of members of the Board of Directors and deputies (point 11)

Shareholders representing appr. seventy percent (70%) of the total number of
votes in the company propose that the number of Board members shall be four (4)
and the number of deputies shall be one (1). 

Fees (point 12)

Shareholders representing appr. seventy percent (70%) 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, will total SEK 550,000 for the period extending to the close of the
next Annual General Meeting, of which SEK 330,000 will be paid to the Chairman
and SEK 110,000 to each of the Board members elected by the Annual General
Meeting, who do not receive a salary from any Group company.
that Auditors' fees shall be paid in accordance with current invoicing.

Board of Directors, etc. (point 13) 

Shareholders representing appr. seventy percent (70%) 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 Thomas Pousette be
re-elected as deputy Board member in the company.
that Erik Hedlund be elected as Chairman of the Board.


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The Annual Report, the auditor's report in accordance with Chapter 8, §54 of the
Swedish Companies Act, the Board's complete proposal in accordance with the
above will be available at the company's office and on the company's website not
later than from and including 12 May 2009 and will be sent to those shareholders
who have provided notice that they wish to receive such information from the
company.

Stockholm, April 2009
Board of Directors