Notice of Extra General Meeting of Clinical Laserthermia Systems AB on June 8, 2023

The shareholders of Clinical Laserthermia Systems AB, 556705-8903, are hereby invited to an Extra General Meeting on June 8, 2023, at 10:00 CET, Medicon Village, Lund.

Right to participate and registration
Shareholders who wish to participate in the Meeting must:

• be entered in the share register maintained by Euroclear Sweden AB on Tuesday May 30, 2023, and
• register with the company no later than Thursday June 1, 2023, in writing to Clinical Laserthermia Systems AB, Medicon Village, Scheelegatan 2, 223 63 Lund. Registration can also be made by phone to +46 702 90 33 00 or by e-mail to info@clinicallaser.se. The notification must state the full name, personal or corporate identity number, shareholding, address, daytime telephone number and, where applicable, information about the deputy, or assistant (no more than 2) must be provided. The notification should be accompanied, where applicable, by powers of attorney, certificates of registration and other documents of authority.
   

Administrative registered shares
In order to be entitled to participate at the meeting, shareholders who has his or her shares registered in the name of a trustee must, through the care of the trustee, have the shares registered in his or her own name, so that he or she is registered in the share register maintained by Euroclear Sweden AB as of the record date on Tuesday May 30, 2023. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register the shares in their own name must, in accordance with the respective trustee's routines, request that the trustee make such voting rights registration. Voting rights registration that has been requested by shareholders in such time that the registration has been made by the relevant trustee no later than Thursday June 1, 2023, will be taken into account in the preparation of the share register.

Proxy, etc.
If a shareholder is to be represented by a proxy, the proxy must bring a written, dated and signed power of attorney to the meeting. The power of attorney may not be older than one year, unless a longer period of validity (but no longer than five years) has been specified in the power of attorney. If the power of attorney is issued by a legal entity, the representative must also bring the current registration certificate or equivalent document of authority for the legal entity. To facilitate entry, a copy of the power of attorney and other authorization documents should be attached to the notification to the meeting. Proxy forms are available on the company's website www.clinicallaser.se and sent by mail 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 amounts to 162,844,439 shares at the time of this notice, of which 600,000 are A-shares and 162,244,439 are B-shares and 168,244,439 votes. The company holds no own shares.

Draft agenda

1. The opening of the meeting.
2. Election of the chairman.
3. Preparation and approval of the voting list.
4. Election of one or two certifiers.
5. Determination of whether the meeting has been duly convened.
6. Approval of agenda.
7. The Board of Directors' proposal for a resolution to amend the Articles of Association.
8. The Board of Directors' proposal regarding a preemptive rights issue of units.
9. The Board of Directors' proposal for a resolution on reduction of share capital.
10. Closing of the meeting.

Decision proposal in brief:

The Board of Directors' proposal for a resolution to amend the Articles of Association (Item 7)
The Board of Directors proposes that the Extraordinary General Meeting resolves that the Articles of Association be amended in accordance with the options below, and to authorize the Board of Directors to register the Articles of Association that are best suited based on the outcome of the Board's proposal for a resolution on a rights issue:

Option 1
*Please note that the changes only apply for the Swedish version of the Articles of Association.

Option 2
*Please note that the changes only apply for the Swedish version of the Articles of Association.

Option 3
*Please note that the changes only apply for the Swedish version of the Articles of Association.

Option 4
*Please note that the changes only apply for the Swedish version of the Articles of Association.

Option 5
*Please note that the changes only apply for the Swedish version of the Articles of Association.

A valid resolution requires that it has been supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Extra General Meeting. The decision is conditioned by the Extra General Meetings approval of the Board's proposal for a resolution on a rights issue and resolution on reduction of share capital.

The Board of Directors or the person appointed by the Board of Directors is authorized to decide on minor corrections required for registration with the Swedish Companies Registration Office.

The Board of Directors' proposal regarding a preemptive rights issue of units (Item 8)
It was decided to propose to an extraordinary general meeting to resolve on a preemptive rights issue of units in accordance with the terms below.

It was decided to propose an Extra General Meeting of the company to resolve on a rights issue of units, consisting of new class B shares and warrants of series TO 6 B. The warrants of series TO 6 B are issued free of charge.

It was decided that the subscription price in the rights issue shall be priced at a discount of 45 percent against the theoretical ex-rights price ("TERP") based on the geometric average of the volume-weighted average price (VWAP) for the B share during the trading period May 17 to May 24 (according to Nasdaq First North Growth Market's official price statistics). The subscription price shall be rounded to the nearest whole number penny, whereupon SEK 0.005 will be rounded up. The subscription price shall not exceed SEK 0.75 and shall not be less than SEK 0.10 per new B-share. The initial part of the rights issue may issue a maximum of 1,384,177,723 new class B shares. The share capital may thereby increase by a maximum of SEK 128,036,440.082397.

It was decided that the subscription price in subsequent option redemption of TO 6 B is planned to amount to seventy (70) percent of the average volume-weighted price for the B-share according to Nasdaq First North Growth Market's official price statistics during a period of ten (10) trading days ending two (2) banking days before the exercise period begins. The company will announce the subscription price the day before the first day of the useful life. One (1) TO 6 B is planned to give the right to subscribe for one (1) new B-share in the company. The subscription price shall be rounded to the nearest whole number of cents and shall not exceed a fixed price per new B share and shall not be less than the share's quota value.  The useful life of TO 6 B runs from 23 January 2024 to 6 February 2024. TO 6 B is intended to be admitted to trading on Nasdaq First North Growth Market after final registration with the Swedish Companies Registration Office. The last day of trading is then expected to be February 2, 2024. The maximum subscription price per new B-share will be announced two weeks before the Extra General Meeting, which is scheduled to be held on 8 June 2023. Upon full  exercise of warrants of series TO 6 B, a maximum of 488,533,314 new class B shares may be issued through the rights issue. At full utilization, this gives a share capital increase of a maximum of SEK 45,189,331.793787.

It was initially decided that the subscription period would be between June 19, 2023 and July 3, 2023. The record date was set to June 15, 2023.

Furthermore, it was decided that complete terms and conditions for the rights issue, including subscription price and the number of shares and warrants issued, shall be announced no later than 25 May 2023.

It was resolved that the Board of Directors will present the complete proposals no later than two weeks before the Extra General Meeting.

The Board of Directors' proposal for a resolution on reduction of share capital (Item 9)
The Board of Directors proposes that the Extra General Meeting resolves to reduce the Company's share capital in accordance with the terms below:

1.   The purpose of the reduction is allocation to unrestricted equity.
2. The Company's share capital shall be reduced by a maximum of SEK 127,784,031.369026
3. The reduction shall be carried out without cancellation of shares.

The decision to reduce the Company's share capital in accordance with this proposal can be implemented without permission from the Swedish Companies Registration Office or a general court since the Company will simultaneously carry out a rights issue of shares and warrants which means that neither the Company's restricted equity nor share capital in aggregate will decrease. Proposals for resolutions on rights issues of shares and warrants are set out in a specially prepared proposal in accordance with the notice proposed agenda.

The Board of Directors' proposal for a resolution on a reduction of share capital is conditional upon the Extra General Meeting resolving on a rights issue in accordance with the proposed agenda and that when registering the reduction with the Swedish Companies Registration Office, a capital increase from the rights issue corresponding to the reduction in share capital is also registered.

The CEO, or a person appointed by the Board of Directors, shall have the right to make such minor adjustments to the above resolutions as may prove necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

A valid resolution under this proposal requires that it is supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the Extra General Meeting

Personal data
Personal data retrieved from the share register maintained by Euroclear Sweden AB, notification of participation at the meeting and information about deputies, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting.

Other
Required documents, complete proposals for resolutions and proxy forms will be made available at the company's office at Medicon Village, Scheelegatan 2, 223 63 Lund, and on the company's website www.clinicallaser.se before the general meeting and will be sent to shareholders who request it 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 must be made in writing to Clinical Laserthermia Systems AB, Medicon Village, Scheelegatan 2, 223 63 Lund or by e-mail to info@clinicallaser.se. The information is provided by being made available at Clinical Laserthermia Systems AB, Medicon Village, Scheelegatan 2, 223 63 Lund and on www.clinicallaser.se. The information will also be sent within the same time to the shareholder who has requested them and provided his or her address.

Lund in May 2023
Clinical Laserthermia Systems AB
THE BOARD OF DIRECTORS

The information was submitted for publication through the agency of the contact person stated below on 8 May 2023.

Contact information:

Dan J. Mogren, CEO, Clinical Laserthermia Systems AB (publ)
Tel: +46 – (0)705 – 90 11 40 E-mail: dan.mogren@clinicallaser.com

About CLS

Clinical Laserthermia Systems AB (publ) develops and sells the TRANBERG® Thermal Therapy Systems, including Thermoguide™ Workstation and sterile disposables, for minimally invasive treatment of cancer tumors and drug-resistant epilepsy, according to regulatory approvals in the EU and the US. The products are marketed for image-guided laser ablation and used in studies for treatment with imILT®, the Company’s interstitial laser thermotherapy for immunostimulating ablation with potential abscopal effects. CLS is headquartered in Lund and has subsidiaries in Germany, the US and Singapore. CLS is listed on the Nasdaq First North Growth Market under the symbol CLS B. The Certified Advisor (CA) is FNCA Sweden AB, Tel: +46 8 528 00 399. E-mail: info@fnca.se  

For more information about CLS, please visit the Company's website: www.clinicallaser.se