NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To Be Held June 14,
2007
TO THE STOCKHOLDERS:
Notice is hereby given that the annual meeting of the
stockholders of RAE Systems Inc., a Delaware corporation, will
be held on Thursday, June 14, 2007 at
9:00 A.M. Pacific Daylight Savings time, at the
Santa Clara Hilton located at 4949 Great America Parkway,
Santa Clara, California, for the following purposes:
1. To elect two Class II directors to hold office for
a three-year term and until their respective successors are
elected and qualified;
2. To approve a new 2007 equity incentive plan;
3. To ratify the appointment of BDO Seidman, LLP as our
independent registered public accounting firm for the fiscal
year ending December 31, 2007; and
4. To transact such other business as may properly come
before the meeting.
Stockholders of record at the close of business on
April 23, 2007, are entitled to notice of, and to vote at,
this meeting and any adjournment or postponement. For ten days
prior to the meeting, a complete list of stockholders entitled
to vote at the meeting will be available for examination by any
stockholder, for any purpose relating to the meeting, during
ordinary business hours at our principal offices located at RAE
Systems Inc., 3775 North First Street, San Jose, CA 95134.
By order of the Board of Directors,
Michael R. Ownby
Corporate Secretary
San Jose, California
April 30, 2007
IMPORTANT: Please fill in, date, sign and promptly
mail the enclosed proxy card in the accompanying postage-paid
envelope to assure that your shares are represented at the
meeting. If you attend the meeting, you may choose to vote in
person even if you have previously sent in your proxy card.