Invitation to Annual General Meeting 2012


The shareholders in RaySearch Laboratories AB (publ), with registered no 556322
-6157, are hereby invited to the Annual General Meeting on Wednesday 30 May 2012
at 6:00 p.m., in Spårvagnshallarna, Birger Jarlsgatan
57 A, 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 Eucroclear
Sweden AB (Euroclear) not later than Thursday, 24 May, 2012,

-
notify the company of their intention to participate in the Annual General
Meeting not later than Thursday, 24 May, 2012, at 4:00 p.m. by mail to RaySearch
Laboratories AB (publ), Sveavägen 25, SE-111 34 Stockholm, Sweden; by telephone
+46 (0)8 545 061 30; by fax +46 (0)8 545 061 39; or by e-mail to
arsstamma2012@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 should include the shareholder’s name, personal or
corporate registration 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 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
Thursday, 24 May, 2012, when such registration must have been
completed.

POWER OF ATTORNEY FORM
If shareholders intend 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 that the original of any power of attorney must
be presented and that it cannot therefore be sent by fax or internet. 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. 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 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 2011 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 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.    Decision on the
adoption of new articles of association.
15.    Election of auditor
16.
 Close of the Annual General Meeting.

PROPOSED DECISIONS

Election of
Meeting Chairman (point 2)
The Board proposes that Erik Hedlund be appointed
Chairman of the Meeting.

Appropriation of earnings (point 9 b)
As RaySearch
is currently in a phase of rapid expansion that requires capital, the Board and
President propose that the Annual General Meeting approve that no dividend will
be paid to the company's shareholders. The accumulated profit of SEK 20 422 000
is proposed to be brought forward and balanced in the new
accounts.

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 2011 continue to apply for the period until the
close of the Annual General Meeting 2013. The content of the guidelines is found
on the company’s web site.

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 continue to be four (4), with no deputies.

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 continue to total SEK
640,000 for the period extending to the close of the next Annual General
Meeting, of which SEK 380,000 will be paid to the Chairman and SEK 130,000 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 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.

that        Erik Hedlund be re-elected as Chairman of
the Board.

Adoption of New Articles of Association (point 14)
It is
suggested that company shall apply the general rule following from the Swedish
Companies Act in relation to the time period for which the auditor shall be
appointed, meaning that the auditor shall be appointed for the time period until
the end of the first Annual General Meeting held after the year when the auditor
was appointed. Furthermore, it is suggested that that the company shall be able
to appoint a registered accounting form as auditor.

The proposal entails
Article 6 of the Articles of Association being amended to the following:

“The
company shall have at least one auditor and no more than two auditors, with or
without deputy auditors. The company may appoint a registered accounting firm as
auditor.”

Election of Auditor (point 15)
A procurement proceeding is
currently taking place in relation to a registered accounting firm to be
appointed as auditor in the company. As soon as the procurement proceeding is
completed a suggestion for appointment of auditor will be published on the
company's website, the estimated publishing date for such suggestion being a
date during the first part of May 2012.

Number of shares and votes and
information on holding of own shares
The total number of shares in the company
on the date of this invitation is 34 282 773, of which 11 324 391 are Series A
shares are 22 958 382 Series B shares, which means that there are a total of
136 202 292 votes in the company. The company held no own
shares.

Availability of documents and other issues
The Annual Report, the
auditor’s report in accordance with Chapter 8, §54 of the Swedish Companies Act
and the Board’s complete proposal in accordance with the above will be held
available at the company’s office and on the company’s website no later than
from and including 9 May 2012 and will be sent to those shareholders who have
provided notice that they wish to receive such information from the
company.

For a valid decision in accordance with point 14 above, shareholders
representing no less than two thirds of both the votes cast and the shares
represented at the Annual General Meeting must vote in favor. For the remaining
decisions, the support of shareholders representing more than half of the votes
cast is necessary.

The right of the shareholders to request information
The
shareholders have the right at the Annual General Meeting to request that the
Board of Directors and the Managing Director provide information about facts
that can affect the assessment of an item on the agenda and facts that can
affect the assessment of the economic situation of the company. Such information
shall be provided if it can be done without substantial harm to the company. The
obligation to inform also applies in respect of the company’s relationship to
other group companies, the consolidated financial statements and facts according
to the above in respect of subsidiaries.

*********

Stockholm, April
2012
Board of Directors

Attachments