Clinical Laserthermia Systems

Resolution to amend the Articles of Association

The Extraordinary General Meeting resolved to amend the Articles of Association in accordance with the following alternatives, 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 Extraordinary General Meeting. The resolution is conditional upon the Extraordinary General Meeting approving the Board of Directors' proposal for a resolution on a rights issue.

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.
 

Resolution on a rights issue of units

The Extraordinary General Meeting resolved on a rights issue of units in accordance with the Board's proposal. To increase the company's share capital by a maximum of SEK 125,525,920.878575 through a new issue of not more than 1,357,036,975 B shares at a subscription price of SEK 0.10 per B share. The total issue amount amounts to a maximum of SEK 135,703,697.50.

Through a rights issue, the company shall issue a maximum of 271,407,395 warrants of series TO 6 B entitling to subscription of one (1) new B share each. In the event that all warrants of series TO 6 B are exercised, the share capital may increase by a maximum of SEK 25,105,184.175715.

The issue shall be made with preferential rights for the shareholders of the company. For each existing share, one (1) unit right is obtained. Three (3) such unit rights entitle to subscription of one (1) new unit.

One unit consists of twenty-five (25) newly issued B-shares and five (5) warrants of series TO 6 B, each entitling to subscription of one (1) new B-share.

In the event that not all units are subscribed for with preferential rights as above, the Board of Directors shall, within the framework of the highest amount of the issue, decide on allocation of units to another person who has subscribed for units without the support of preferential rights and decide how distribution between subscribers shall take place.

In the first instance, allotment of new units subscribed for without the support of unit rights shall be made to such subscribers who have also subscribed for new units with the support of unit rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event that allotment to these cannot be made in full, allotment shall be made pro rata in proportion to the number of unit rights exercised for subscription of new units and,  in so far as this cannot be done, by drawing lots.

In the alternative, allotment of new units subscribed for without the support of unit rights shall be made to others who have subscribed without the support of unit rights, and in the event that allotment to these cannot be made in full, allotment shall be made pro rata in proportion to the number of new units subscribed for by each and, to the extent that this cannot be done, by drawing lots.

Thirdly, allotment of new units subscribed for without the support of unit rights shall be made to the underwriters in proportion to the amount of the guarantees pledged and, to the extent that this cannot be done, by drawing lots.

Resolution to reduce the share capital

The Extraordinary General Meeting resolved to reduce the company's share capital in accordance with the Board's proposal. The company's share capital can be reduced by a maximum of SEK 127,784,031.369026.

• The purpose of the reduction is the allocation to unrestricted equity.
• The company's share capital shall be reduced by a maximum of SEK 127,784,031.369026.
• 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 that means that neither the company's restricted equity nor share capital in aggregate will decrease.

Lund in June 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 June, 2023.

For more information, please contact:

Dan J. Mogren, CEO Clinical Laserthermia Systems (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