Notice of Annual General Meeting of Clinical Laserthermia Systems AB June 28 2024
The shareholders of Clinical Laserthermia Systems AB, 556705-8903, are hereby invited to an Annual General Meeting on Friday June 28, 2024, at 14:00 CET, Scheelevägen 2, 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 Wednesday June 19, 2024, and
- register with the company no later than Monday June 24, 2024, 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 [email protected]. 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 Wednesday June 19, 2024. 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 Monday June 24, 2024, 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 in the company amounts to 7,851,707 shares at the time of this notice, of which 3,000 are A-shares (voting value 10) and 7,848,707 are B-shares (voting value 1) and 7,878,707 votes. The company holds no own shares.
Draft agenda
- The opening of the meeting.
- Election of the chairman.
- Preparation and approval of the voting list.
- Approval of the Agenda.
- Election of one or two certifiers.
- Determination of whether the meeting has been duly convened.
- Presentation of the presented annual report and auditor's report as well as the consolidated financial statements and the auditor's report on the consolidated accounts.
- Decision
a) on adopting the income statement and balance sheet and the consolidated income statement and consolidated balance sheet;
b) on the appropriation of the company's profit or loss in accordance with the adopted balance sheet;
c) on discharge from liability for the members of the Board of Directors and the CEO.
- Determination of the number of Board members, deputy Board members and the number of auditors and deputy auditors.
- Determination of fees to the Board of Directors and auditors.
- Election of the Board of Directors and any deputy members of the Board of Directors, as well as auditors or auditing firms and any deputy auditors.
- The Nomination Committee’s proposal regarding instructions for the Nomination Committee.
- The Board of Directors' proposal for a resolution authorizing the Board of Directors to resolve on issues.
- Closing of the meeting.
Decision proposal in brief:
Election of the chairman (item2)
The Nomination Committee has announced that they propose that Anton Enoksson be appointed chairman of the Annual General Meeting, or in his absence, as directed by the Board.
Resolution on the appropriation of the company's profit or loss in accordance with the adopted balance sheet (item 8 b)
The Board of Directors proposes that the Annual General Meeting dispose of the company's earnings in accordance with the Board's proposal in the annual report.
Determination of the number of Board members, deputy Board members and the number of auditors and deputy auditors (item 9)
The Nomination Committee have announced that they propose that the Board of Directors shall consist of five (5) ordinary Board members. Furthermore, the Nomination Committee has proposed that one (1) auditor and that no deputy auditor shall be appointed.
Determination of fees to the Board of Directors and auditors (item 10
The Nomination Committee have announced that they propose that directors' 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, the Nomination Committee have proposed 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 audit firm and any deputy auditors (item 11)
The Nomination Committee have announced that they propose that Hans von Celsing, Lars-Erik Eriksson, Marika Crohns, Paolo Raffaelli and Sandra Brandmeier are re-elected as board members. Hans von Celsing is proposed to be re-elected as Chairman of the Board.
Furthermore, the Nomination Committee has proposed that Dillon accounting firm be appointed as the company's auditor, with auditor in charge Jan Oskar Kantoft, to be re-elected until the end of the Annual General Meeting to be held next financial year.
The Nomination Committee's proposal regarding instructions for the Nomination Committee (item 12)
Instructions for the Nomination Committee
This document has been prepared by the Nomination Committee of Clinical Laserthermia Systems AB, reg.nr 556705-8903 (the "Company") and adopted at the Annual General Meeting of the Company on June 28, 2024. The instructions shall be reviewed and approved by the Annual General Meeting at least once (1) per year.
This document is owned by the general meeting. The Nomination Committee has the right to carry out the necessary update of the document prior to submission to the Annual General Meeting for approval.
1 Appointment of members of the Nomination Committee
The company shall have a nomination committee consisting of a total of four (4) members. The two (2) largest Class A shareholders in terms of voting rights and the two (2) largest Class B shareholders (hereinafter referred to as both directly registered shareholders and nominee-registered shareholders), based on the ownership statistics that the Company receives from Euroclear Sweden AB as of September 30th each year, are entitled to appoint one (1) member each to the Nomination Committee.
In connection with the appointment of a new Nomination Committee, the Chairman of the Board shall, in an appropriate manner, contact the two (2) largest identified Class A shareholders and the two (2) largest identified Class B shareholders and invite them to, within a reasonable period of time, which may not exceed 30 days, either notify in writing that the latter itself wishes to enter or in writing Name the person the shareholder wishes to appoint as a member of the Nomination Committee. If the shareholder asked does not exercise his or her right to appoint a member, the shareholder next to the votes shall have the right to appoint a member to the Nomination Committee and so on until the Nomination Committee consists of four (4) members. However, more than four (4) additional shareholders in addition to the two (2) largest Class A shareholders and two (2) largest Class B shareholders do not need to be contacted, unless the Chairman of the Board finds that there are special reasons for doing so.
Information about the finally appointed Nomination Committee shall include the names of the four (4) appointed members, together with the names of the shareholders who appointed them and shall be announced no later than six (6) months before the planned Annual General Meeting. The Nomination Committee's term of office extends until a new Nomination Committee has been appointed. The Chairman of the Nomination Committee shall, unless the members agree otherwise, be the member appointed by the largest Class A shareholder in terms of voting rights.
If one or more of the shareholders who have appointed members of the Nomination Committee no longer belong to the two (2) largest Class A shareholders or two (2) largest Class B shareholders respectively, members appointed by these shareholders shall make their seats available and the shareholder or shareholders who have been added among the largest Class A shareholders in terms of voting rights or Class B shareholders shall have the right to appoint its members. However, unless special reasons exist, no changes shall be made in the composition of the Nomination Committee if only marginal changes in the number of votes have taken place or the change occurs later than three (3) months before the Annual General Meeting. Shareholders who have appointed a member of the Nomination Committee have the right to remove such member and appoint a new member of the Nomination Committee, as well as to appoint a new member if the member appointed by the shareholder chooses to leave the Nomination Committee. Changes in the composition of the Nomination Committee shall be announced as soon as they have occurred.
2 Tasks of the Nomination Committee
The Nomination Committee shall submit proposals for:
a) Chairman of the Annual General Meeting,
b) the number of Board members and the number of auditors,
c) fees and other remuneration to Board members, members of the various committees of the Board of Directors and fees to auditors,
d) election of the Chairman of the Board and other Board members and election of auditors; and
e) changes to the instructions for the Nomination Committee.
The Nomination Committee shall notify its proposals in the notice for the Annual General Meeting.
3 Meetings of the Nomination Committee
The Nomination Committee meets as necessary. The Chairman of the Nomination Committee shall convene such a meeting, which shall be held as soon as possible from the request. The company's Chairman of the Board convenes the first meeting and, if necessary, shall be co-opted at the meetings of the Nomination Committee.
The Nomination Committee shall constitute a quorum if more than half of the members attend the meeting.
The Nomination Committee's decision is the opinion that more than half of those present vote for at the meeting. In the event of a tie, the Chairman of the Nomination Committee shall have the casting vote.
Minutes shall be taken at the meetings of the Nomination Committee. The decisions made by the Nomination Committee shall be recorded in the minutes. The minutes shall be signed by the person who has taken the minutes. It shall be approved by the Chairman of the Nomination Committee, if he has not kept the minutes. If the Chairman has taken the minutes, the minutes shall be approved by another member appointed by the Nomination Committee.
4 Fees and expenses
The members of the Nomination Committee shall not receive remuneration from the Company. Any expenses arising in connection with the work of the Nomination Committee shall be paid by the Company, provided that these have been approved by the Chairman of the Board.
5 Confidentiality
The members of the Nomination Committee may not unlawfully disclose to third parties’ information about the Company's affairs or the work of the Nomination Committee that the member becomes aware of when performing his or her duties.
The Board of Directors' proposal for a resolution authorizing the Board of Directors to resolve on issues (item 13)
The Board of Directors proposes that the Annual General Meeting resolves 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 within the limits of the Articles of Association, with or without deviation from the 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.
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 Annual 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 Annual 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 [email protected]. 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 to the shareholder who has requested them and provided his or her address.
Lund in May 2024
Clinical Laserthermia Systems AB
THE BOARD OF DIRECTORS
For more information about CLS, please contact:
Dan J Mogren, CEO, Clinical Laserthermia Systems AB (publ)
Phone: +46 (0) 70-590 11 40
E-mail: [email protected]
Website: www.clinicallaser.se
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.
The information was submitted for publication through the agency of the contact person stated below on 27 may, 2024, at 16:15 CET
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 immunostimulatory 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.
For more information about CLS, please visit the Company's website: www.clinicallaser.se