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Notice of Extraordinary General Meeting of Clinical Laserthermia Systems AB

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The shareholders of Clinical Laserthermia Systems AB, 556705-8903, are hereby invited to an Extraordinary General Meeting on Thursday May 25, 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 16, 2023, and
  • register with the company no later than Friday May 19, 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 16, 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 Friday May 19, 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. 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 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 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.

§ 4 Share capital

 

The share capital shall be not less than SEK 15,063,110  and not more than SEK 60,252,440.

 

§ 5 Number of shares

 

The number of shares shall be not less than 162,844,439  and not more than 651,377,756.

 

 

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 Extraordinary 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 April 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 24 April 2023, at 08:10 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 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

 

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