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Notice of Extra General Meeting of Clinical Laserthermia Systems AB on November 22, 2022

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The shareholders of Clinical Laserthermia Systems AB, 556705-8903, are hereby invited to an Extra General Meeting on Tuesday November 22, 2022, at 14:00 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 Monday November 14, 2022,
    and
  • register with the company no later than Wednesday November 16, 2022, 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 Monday November 14, 2022. 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 Wednesday November 16, 2022, 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 at the time of this notice amounts to 124,751,791 shares and 130,151,791 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 for a resolution authorizing the Board of Directors to resolve on issues.
  9. 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 Extra General Meeting resolves to amend the Articles of Association in accordance with the following:

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

Current wording

Proposed wording

§ 4 Share capital

 

The share capital shall be not less than SEK 4,200,000 and not more than SEK 16,800,000.

 

§ 5 Number of shares

 

The number of shares shall be not less than 45,000,000 and not more than 180,000,000.

§ 4 Share capital

 

The share capital shall be not less than SEK 11,500,000 and not more than SEK 46,000,000.

 

§ 5 Number of shares

 

The number of shares shall be not less than 120,000,000 and not more than 480,000,000.

 

 

The Board of Directors, or the person appointed by the Board of Directors, is proposed to be authorized to make such minor adjustments to the Articles of Association as may be shown to be necessary in connection with the registration of the Articles of Association with the Swedish Companies Registration Office.

 

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 Board of Directors' proposal for a resolution authorizing the Board of Directors to resolve on issues (item 8)
The Board of Directors proposes that the Extra General Meeting resolves to authorize the Board of Directors, on one or more occasions, during the period until the next Annual General Meeting and with or without preferential rights for the shareholders, to decide on the issue of new shares, convertibles and/or warrants, however, that such issue may not result in the company's share capital exceeding the company's maximum authorized share capital according to the Articles of Association. It shall be possible to resolve on such an issue with a provision for non-cash consideration, set-off or other conditions.

The purpose of the authorization is to give the Board of Directors flexibility in its work to ensure that the company can appropriately be provided with capital for the financing of its business and, in the case of a new share issue with deviation from the shareholders' preferential rights, to provide the company with new strategic owners. Issue made with the support of the authorization shall be carried out on market terms.

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.

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 no later than three (3) weeks 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 October 2022
Clinical Laserthermia Systems AB
THE BOARD OF DIRECTORS

 

The information was submitted for publication through the agency of the contact person stated below on 20 October 2022, at 18:00 CEST.

 

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 immunostimulant 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