Communique from the Annual General Meeting on Friday June 28th in Clinical Laserthermia Systems AB
Today, June 28th 2024, is the Annual General Meeting (the “AGM”) of Clinical Laserthermia Systems AB, 556705-8903. Below is a summary of the decisions taken. All decisions were taken with the required majority.
Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet (Item 8a)
The AGM resolved to adopt the presented income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
Resolution regarding appropriation of the company's profit according to the adopted balance sheet (Item 8b)
The AGM resolved to dispose of the company's profit in accordance with the Board's proposal in the annual report. The meeting resolved that no dividend will be paid for the financial year 2023.
Discharging the members of the Board of Directors and the CEO from liability (Item 8c)
The AGM resolved to discharge the members of the Board of Directors and the CEO from liability for the financial year 2023.
Determination of the number of Board members, deputy Board members and the number of auditors and deputy auditors(Item 9)
The AGM resolved that the number of ordinary Board members shall amount to five (5) and that no deputy Board member shall be appointed.
The AGM resolved that one (1) auditor, and no deputy auditor shall be appointed.
Determination of fees for the Board of Directors and auditor (Item 10)
The AGM resolved that Board fees shall be paid in the amount of SEK 250,000 to the Chairman of the Board and SEK 125,000 each to ordinary Board members.
Furthermore, it was decided that fees to the auditor shall be paid in accordance with approved invoices in accordance with customary billing standards.
Election of the Board of Directors and any deputy members of the Board of Directors as well as auditor or auditing firm and any deputy auditors (Item 11)
The AGM resolved that Hans von Celsing, Lars-Erik Eriksson, Marika Crohns, Paolo Raffaelli and Sandra Brandmeier are re-elected as Board members. Hans von Celsing was re-elected as Chairman of the Board.
Furthermore, the AGM resolved to re-elect the auditing firm Dillon Revisionsbyrå as the company's auditor, with auditor in charge Jan Oskar Kantoft, until the end of the Annual General Meeting to be held next financial year.
Resolution on instructions for the Nomination Committee (Item 12)
The AGM resolved in accordance with the Nomination Committees’ proposal for a resolution on the adoption of instructions for the Nomination Committee in accordance with the proposal presented in the notice.
Resolution authorizing the Board of Directors to resolve on share issues
The AGM resolved, in accordance with the Board's proposal, to authorize the Board of Directors, during the period until the next Annual General Meeting, to resolve on the issue of a maximum number of shares, convertibles and/or warrants that entitle to subscription of, or entail the issue of, a maximum number of shares that fit within the limits of the Articles of Association, with or without deviation from shareholders' preferential rights. The authorization may be exercised on one or more occasions and the Board of Directors shall have the right to decide on the detailed issue terms on each individual occasion. In addition to cash payment, payment may also be made with consideration other than in cash or by set-off, or otherwise with conditions.
In order for the company's current shareholders not to be disadvantaged in relation to the external investor or investors who may subscribe for shares in the company, the Board of Directors considers it appropriate that the issue with deviation from the shareholders' preferential rights shall be made at the Board's market-based subscription price, subject to a market-based issue discount where applicable.
Lund, June 2024
Clinical Laserthermia Systems AB
BOARD OF DIRECTORS
For more information, please contact:
Dan J Mogren, CEO, Clinical Laserthermia Systems AB (publ)
Phone: +46 (0) 70-590 11 40
E-mail: dan.mogren@clinicallaser.com
This press release has been translated from Swedish. The Swedish text shall govern for all purposes and prevail in case of any discrepancy with the English version.
About CLS
Clinical Laserthermia Systems AB (publ), develops and sells TRANBERG®|Thermal Therapy System and ClearPoint Prism Neuro Laser Therapy System with sterile disposables, for minimally invasive treatment of cancer tumors and drug-resistant epilepsy. The products are marketed and sold directly or through partners for image-guided laser ablation and are used in studies for treatment with imILT®, the company's interstitial laser thermotherapy for immune stimulating ablation with potential abscopal treatment effect. CLS is headquartered in Lund, Sweden, with subsidiaries in Germany, the United States and a marketing company in Singapore. CLS is listed on Nasdaq First North Growth Market under the symbol CLS B. Certified adviser (CA) is FNCA Sweden AB.
Mer information om CLS finns på företagets webbplats: www.clinicallaser.se