Notice convening the Annual General Meeting of Clinical Laserthermia Systems AB on 28 June 2022

The shareholders of Clinical Laserthermia Systems AB (publ), reg. no. 556705-8903, are hereby invited to the Annual General Meeting, which is to be held on Tuesday 28 June 2022 at 2.00 pm, at Scheelevägen 2, Medicon Village, 223 81 Lund.

Right to participate and notification of attendance

Shareholders who wish to attend the Annual General Meeting must

• be listed in the share register maintained by Euroclear Sweden AB on Friday 17 June 2022, and
• notify the company of their intention to attend by no later than Tuesday 21 June 2022, by writing to Clinical Laserthermia Systems AB, Scheelevägen 2, 223 81 Lund, Sweden. This notification can also be conveyed by telephone on +46 (0)702 90 33 00 or by email to info@clinicallaser.se. The notification of the intention to attend must state the attendee’s full name, personal or corporate registration number, shareholding, address, daytime telephone number and, if applicable, the name of a proxy, or assistant (max. 2). The notification should be accompanied, where appropriate, by powers of attorney, certificates of registration and other authorizing documents.

Nominee stockholders

In order to be entitled to participate in the Annual General Meeting, a person who has his/her shares registered with a nominee must have the shares registered in his/her own name by the nominee, so that he/she is registered in the share register maintained by Euroclear Sweden AB on the record date of Friday 17 June 2022. Such registration may be temporary (known as voting right registration). Shareholders wishing to register shares in their own name must, in accordance with the respective nominee’s procedures, request that the nominee makes such a voting right registration. Voting right registration requested by shareholders in time for registration to be made by the relevant nominee by Tuesday 21 June 2022 will be taken into account in the production of the share register.

Representatives etc.

If shareholders are to be represented by a representative, the representative must bring a written, dated and signed power of attorney to the meeting. This power of attorney may not be more than one year old, unless a longer period of validity (not exceeding five years) is specified in the power of attorney. If the power of attorney is issued by a legal entity, the representative must also carry the current certificate of registration or equivalent document of authority for the legal entity. In order to facilitate entry, a copy of the power of attorney and other authorising documents should be attached to the notification of intention to attend the meeting. Power of attorney forms are available on the company’s website www.clinicallaser.se and are sent by post to shareholders who contact the company and provide their address.

Number of shares and votes
The number of outstanding shares and votes in the company at the date of this notification of convening of the Annual General Meeting is 69,306,551. The company does not hold any treasury shares.

Proposed agenda

1. Opening of the Annual General Meeting.
2. Election of the Chair of the Annual General Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two people to check the minutes.
6. Examination of whether the meeting has been duly convened.
7. Presentation of the Annual Report and Audit Report and the Consolidated Financial Statements and Consolidated Audit Report.
8. Resolution

a)  about the adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet;

b)  about the appropriation of the company’s profit or loss as shown in the adopted balance sheet;

c)   regarding discharging the members of the Board of Directors and the Chief Executive Officer.

9. Determination of the number of members of the Board of Directors, deputy members of the Board of Directors and the number of auditors and deputy auditors,
10. Determination of the fees payable to the Board of Directors and the auditors,
11. Election of the Board of Directors and any deputy directors as well as auditors or auditing companies and any deputy auditors.
12. Proposal of the Board of Directors regarding a resolution authorising the Board of Directors to decide about share issues.
13. The Annual General Meeting is closed.
     

Summary of the proposed resolutions:
Resolution about the appropriation of the company’s profit or loss as shown in the adopted balance sheet (point 8 b)
The Board of Directors proposes to the Annual General Meeting that the company’s profit is appropriated as proposed by the Board of Directors in the Annual Report.

Determination of the number of members of the Board of Directors, deputy members of the Board of Directors and the number of auditors and deputy auditors (point 9)
The company’s Nomination Committee has announced that it proposes that the Board of Directors shall consist of six (6) ordinary

Board members. Furthermore, the Board of Directors has proposed that one (1) auditor and no deputy auditor be appointed.

Determination of the fees payable to the Board of Directors and the auditors (point 10)
The company’s Nomination Committee has announced that it proposes the payment of a fee of SEK 250,000 to the Chair of the Board and SEK 125,000 to each ordinary member of the Board.

Furthermore, the Nomination Committee has proposed that the auditor’s fees be paid according to approved invoices, in accordance with the usual charging standards.

Election of the Board of Directors and any deputy directors as well as an auditor or auditing company and any deputy auditors (point 11)

The company’s Nomination Committee has announced that it proposes the re-election of Hans von Celsing, Lars-Erik Eriksson, Marika Crohns, Paolo Raffaelli and Sandra Brandmeier as members of the Board of Directors. In addition, shareholders have proposed the election of Stephen Dymling. Hans von Celsing is proposed for re-election as Chair of the Board.

In addition, the Board of Directors has proposed to re-appoint Dillon auditing firm as the company’s auditor, with Jan Oskar Kantoft as auditor in charge, until the end of the Annual General Meeting to be held in the next financial year.

Proposal of the Board of Directors regarding a resolution authorising the Board of Directors to decide about share issues (point 12)
The Board of Directors proposes that the Annual General Meeting passes a resolution authorising the Board of Directors to decide on the issuing of new shares/convertible bonds/warrants on one or more occasions during the period until the next Annual General Meeting, with or without preferential rights for the shareholders. However, such issues shall not result in the company’s share capital exceeding the maximum share capital permitted under the company’s Articles of Association. It shall be possible for such a share issue decision to be made with a provision regarding payment in kind, set-off or another condition.

The purpose of the authorisation is to give the Board of Directors flexibility in ensuring that the company can raise capital in an appropriate manner to finance its operations and, in the case of a new issue with a deviation from the shareholders’ preferential rights, to attract new strategic owners to the company. Share issues made pursuant to the authorisation shall be carried out on market terms.

For a resolution to be valid, it must be supported by shareholders representing at least two-thirds of the votes cast and of the shares represented at the Annual General Meeting.

Personal data

Personal data obtained from the share register maintained by Euroclear Sweden AB, notification of participation at the Annual General Meeting and information on proxies, representatives and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, the minutes of the meeting.

Miscellaneous
The required documents, complete proposals for resolutions and proxy forms will be available at the company’s offices at Scheelevägen 2, 223 81 Lund, Sweden, and on the company’s website www.clinicallaser.se from no later than three (3) weeks before the Annual General Meeting and will be sent to those shareholders who request this and provide their postal address.

Shareholders have the right to request information in accordance with Chapter 7. Section 32 of the Swedish Companies Act (2005:551). Requests for such information should be made in writing to Clinical Laserthermia Systems AB, Scheelevägen 2, 223 81 Lund, Sweden, or by email to info@clinicallaser.se. The information is provided by making it available at Clinical Laserthermia Systems AB, Scheelevägen 2, 223 81 Lund, Sweden and at www.clinicallaser.se, within two (2) weeks of the request being received by the company, if it is not possible to provide answers earlier, during the Annual General Meeting. The information is also sent within the same time frame to the shareholder who requested it, if an address was provided.

Lund, May 2022
Clinical Laserthermia Systems AB
BOARD OF DIRECTORS

The information was submitted for publication through the agency of the contact person stated below on 25th of May 2022 at 12:30 CEST.

Contact Information:

Dan J. Mogren, CEO, Clinical Laserthermia Systems AB (publ)

Phone: +46 – (0)705 – 90 11 40 E-mail: dan.mogren@clinicallaser.com

About CLS and the TRANBERG system 

Clinical Laserthermia Systems AB (publ) develops and sells the TRANBERG®|Thermal Therapy System, including the Thermoguide Workstation and associated sterile disposables, which is used for the minimally invasive treatment of cancer tumours and drug-resistant epilepsy, pursuant to the respective regulatory approvals in the EU and the US. The products are marketed for image-guided laser ablation and are used in studies about treatment with imILT®, the company’s interstitial laser thermal therapy for immunostimulatory ablation with potential abscopal treatment effect. CLS is based in Lund, Sweden, and has subsidiaries in Germany and the US, and a marketing company in Singapore. CLS is listed on Nasdaq First North Growth Market under the ticker symbol CLS B. Its Certified Advisor (CA) is FNCA Sweden AB, tel: +46 (0)8 528 00 399. Email: info@fnca.se. 

More information about CLS is available on the company’s website: www.clinicallaser.se