Notice of Extraordinary General Meeting at Clinical Laserthermia Systems AB
The shareholders of Clinical Laserthermia Systems AB, 556705-8903, are hereby invited to an Extraordinary General Meeting on Friday, April 12, 2024, at 10:00 AM, Scheelevägen 2 at Medicon Village, Lund.
Right to participate and registration
Shareholders who wish to participate at the Extraordinary General Meeting must:
- be registered in the share register held by Euroclear Sweden AB on Thursday, April 4, 2024, and
- notify the company no later than Monday, April 8, 2024, in writing to Clinical Laserthermia Systems AB, Medicon Village, Scheelegatan 2, 223 63 Lund. Notification can also be made by telephone at +46 702 90 33 00 or by email to [email protected]. The notification should include the full name, personal or organization number, shareholding, address, daytime telephone number, and if applicable, information about proxies, or assistants (up to 2). The notification should, if applicable, be accompanied by proxies, registration certificates, and other authorization documents.
Nominee-registered shares
Those who have had their shares nominee-registered must, to have the right to attend the Extraordinary General Meeting, have the shares registered in their own name through the nominee, so that they are registered in the share register held by Euroclear Sweden AB on the record date, Thursday, April 4, 2024. Such registration may be temporary (so-called voting registration). Shareholders wishing to register the shares in their own name must, in accordance with the procedures of each nominee, request the nominee to make such voting registration. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than Monday, April 8, 2024, will be considered in the preparation of the share register.
Proxy, etc.
If shareholders are to be represented by a proxy, the proxy must have a written, dated, and signed proxy from the shareholder to the Extraordinary General Meeting. The proxy must not be older than one year, unless a longer period of validity (but no more than five years) has been stated in the proxy. If the proxy has been issued by a legal entity, the proxy must also present the current registration certificate or equivalent authorization document for the legal entity. To facilitate admission, copies of the proxy and other authorization documents should be attached to the notification to the Extraordinary General Meeting. Proxy 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 time of this notice is 1 570 341 299 shares, of which 600 000 are A-shares (10 votes each) and 1 569 741 299 are B-shares (1 vote each). The number of votes at the time of this notice amounts to 1 575 741 299 votes. The company does not hold any own shares.
Agenda:
- 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.
- Board's proposal for a resolution on directed new share issue for the creation of equalization shares.
- Board's proposal for a resolution on amendment of the Articles of Association.
- Board's proposal for a resolution on consolidation of shares.
- Closing of the Extraordinary General Meeting.
Decision Proposal in Brief:
Board's Proposal for a Resolution on Directed New Share Issue for the Creation of Equalization Shares (Item 6)
The Board proposes that the Extraordinary General Meeting decides on a directed new share issue of B-shares. The decision is conditional upon the Extraordinary General Meeting deciding on the Board's proposal for a resolution on amendment of the Articles of Association and deciding on the Board's proposal for a resolution on consolidation of shares.
The following conditions shall apply to the issue:
- Through a directed new B share issue, increase the company's share capital by a maximum of 1,166338 SEK through the issuance of a maximum of 101 B-shares with a quota value of 0,0115479009105364 SEK at a subscription price of 0,0115479009105364 SEK per B-share (corresponding to the quota value). The total issue amount is maximum up to 1,166338 SEK.
- The right to subscribe for the new B-shares shall belong to Nordic Issuing AB, 559338-2509, for further transfer and through Euroclear Sweden AB's arrangement, to such shareholders whose shareholdings are not evenly divisible by two hundred (200) for the implementation of the Board's concurrent proposal for consolidation of shares.
- Dividends for the new B-shares shall be paid for the first time on the record date for dividends occurring after the registration of the B shares in the share register held by Euroclear Sweden AB.
- The new B-shares shall be subscribed for no later than April 12, 2024, through simultaneous payment. The Board has the right to extend the subscription and payment period.
- Authorize the Board or the one appointed by the Board to decide on minor adjustments required for the registration of the decision.
Reasons for the Board's Deviation from Shareholders' Pre-emption Rights and Valuation:
The reason for the Board's proposal to deviate from shareholders' preferential rights and the basis for the subscription price are that the company aims to have a number of B shares divisible by two hundred, thereby facilitating a share consolidation as per a separate proposal. The newly issued B shares shall be made available for free adjustment of shareholdings that are not evenly divisible by two hundred.
Board's Proposal for a Resolution on Amendment of the Articles of Association (Item 7)
The Board proposes that the Extraordinary General Meeting decides on an amendment of 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.
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Current Wording |
Proposed Wording |
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§ 4 Aktiekapital Aktiekapitalet skall utgöra lägst 15 000 000 kronor och högst 60 000 000 kronor.
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§ 4 Aktiekapital Aktiekapitalet skall utgöra lägst 18 000 000 kronor och högst 72 000 000 kronor.
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§ 5 Antal aktier Antalet aktier skall vara lägst 700 000 000 och högst 2 800 000 000 stycken.
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§ 5 Antal aktier Antalet aktier skall vara lägst 7 800 000 och högst 31 200 000 stycken.
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The decision is conditional upon the Extraordinary General Meeting deciding on the Board's proposal for a resolution on consolidation of shares and deciding on the Board's proposal for a resolution on directed new share issue for the creation of equalization shares.
Board's Proposal for a Resolution on Consolidation of Shares (Item 8)
The Board proposes that the Extraordinary General Meeting, with the aim of achieving a more efficient number of shares for the company, decides to consolidate shares in a ratio of 200:1, meaning that 200 shares will be consolidated into 1 share. The Board is proposed to be authorized, until the fifth business day before the next annual general meeting at the latest, to determine the record date when the consolidation shall be executed and to take the other measures required to implement the consolidation.
The proposal entails that the company's share capital, after a decision on equalization share issue and consolidation, amounts to 18 134 146,882 913 SEK, distributed among 3000 A-shares and 7 848 707 B-shares, each with a quota value of 2,309580182107278 SEK.
The proposal for resolution as above is contingent upon a guarantor for the B shares ("Guarantor No. 1") and a guarantor for the A shares ("Guarantor No. 2"), through the administration of Euroclear Sweden AB, providing such shareholders whose shareholdings are not evenly divisible by two hundred (200) with a sufficient number of shares so that their shareholdings, after the addition of shares provided free of charge by the guarantors, become evenly divisible by two hundred (200). Furthermore, the guarantors will round down their remaining shareholding in the Company to the nearest number divisible by two hundred (200) in order to facilitate the consolidation. Guarantor No. 1 will receive fair compensation, in order to achieve cost neutrality, for the shares provided by Guarantor No. 1 to facilitate the consolidation.
The decision is conditional upon the Extraordinary General Meeting deciding on the Board's proposal for a resolution on amendment of the Articles of Association. The decision on consolidation is also conditional upon the necessary equalization being possible within the framework of the number of shares provided by the guarantors.
The Board further proposes that the Board or the one appointed by the Board be authorized to make the minor adjustments in the decision of the Extraordinary General Meeting that may prove necessary in connection with registration and/or implementation of the decision.
Personal Data
Personal data obtained from the share register held by Euroclear Sweden AB, notification of attendance at the Extraordinary General Meeting, and information about proxies, representatives, agents, and assistants will be used for registration, preparation of the voting list for the Extraordinary General Meeting, and, where applicable, the minutes of the Extraordinary General Meeting.
Other
Necessary documents, complete proposals for decisions, 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 Extraordinary 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 should be made in writing to Clinical Laserthermia Systems AB, Medicon Village, Scheelegatan 2, 223 63 Lund or by email 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 [email protected] within the same time period. The information is also sent within the same time period to the shareholder who has requested it and provided their address.
Lund, March 2024
Clinical Laserthermia Systems AB
THE BOARD
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 11 march, 2024, at 19:00 CET
For more information, 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
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