DanCann Pharma A/S: Notice of redemption of shares in connection with reverse share split in the ratio 1,000:1

Today, on 21 January 2025, an extraordinary general meeting was held in DanCann Pharma A/S (company reg. no. (CVR) 39426005) (the “Company”). On the extraordinary general meeting, it was resolved to change the nominal value of the shares of the Company by way of a reverse share split in the ratio of 1,000:1 to the effect that 1,000 shares of a nominal value of DKK 0.001 each are consolidated into one (1) share of a nominal value of DKK 1.

This notice of redemption published through the Danish Business Authority's IT system initiates a four-week redemption period, which initiates today, on 21 January 2025, and expires on 19 February 2025. During this period, shareholders may trade shares, including selling shares with a nominal value of DKK 0.001 or acquiring additional shares with a nominal value of DKK 0.001, to hold a sufficient number of shares to match the new shares with a nominal value of DKK 1 before the share consolidation takes effect. In this way, shareholders can avoid the redemption of any remaining shares with a nominal value of DKK 0.001.

Shareholdings below 1,000 shares (of nominally DKK 0.001 each) and excess shares (i.e. any remaining shares of nominally DKK 0.001 that cannot be consolidated into a whole number of shares or a nominal value of DKK 1 each) (both referred to as “Excess Shares”) (after the four-week redemption period) will be redeemed in cash by the Company at a redemption price of DKK 0.0023 per share of nominally DKK 0.001. The redemption will occur after the expiration of a four-week redemption period, ending on 19 February 2025.

During the redemption period, trading in the Company’s shares will continue in the ordinary course and shareholders will have the opportunity to buy and sell existing shares with a nominal value of DKK 0.001 each, including for the purpose of owning enough shares to match the above-mentioned conversion ratio before the redemption and share consolidation take effect (in order to avoid any redemption of shares).

The redemption price will be DKK 0.0023 per share with a nominal value of DKK 0.001. The redemption price is equal to the volume weighted average price of the Company’s shares over the last 5 trading days up to (but not including) the day of the notice of the general meeting (i.e. during the period 23 December 2024 - 3 January 2025). Upon redemption, the cash redemption amount will be paid to the shareholder's account associated with the respective share deposit.

Payment for any Excess Shares is expected to occur on 26 February 2025. Any costs to VP Securities A/S in connection with the redemption will be covered by the Company. After the completion of the share consolidation, all shareholders will receive an updated statement from VP Securities A/S (Euronext Securities), indicating the new number of shares in their share deposit account each with a nominal value of DKK 1.

After completion of the share consolidation and redemption of Excess Shares, the Excess Shares will be registered in the Company’s name in the Company’s register of shareholders.

The last trading day on Spotlight Stock Market for the Company’s shares (of nominally DKK 0.001) prior to the consolidation (i.e. shares under ISIN DK0061410487) is expected to be on 21 February 2025.

The first trading day on Spotlight Stock Market for the shares (of nominally DKK 1) issued as a result of the consolidation is expected to be on 24 February 2025. These shares will be issued under a new permanent ISIN code by VP SECURITIES A/S and will also be admitted to trading and official listing on Spotlight Stock Market.

The Company will announce a final timeline and details regarding the ISIN code for the consolidated shares before the consolidation.

If a holder of Excess Shares disagrees with the redemption price, the shareholder may request that the redemption price be determined by an appraiser (in Danish: skønsmand) appointed by the court at the Company’s registered office (in Danish: hjemsted). Following the completion of the redemption, a new notice will be published through the Danish Business Authority’s IT system, providing all shareholders whose Excess Shares were redeemed a three-months period during which they may request that the redemption price be determined by an appraiser. The notice will also specify the date of any appraisal or judgment. The appraiser must determine the redemption price in accordance with Section 67(3) of the Danish Companies Act. If an appraiser is appointed, and the appraiser determines a higher redemption price than offered by the Company, this higher redemption price will also apply to other holders of Excess Shares who did not request an appraisal. The costs associated with the appraisal will be borne by the shareholder requesting the appraisal, however the court having appointed the appraiser may require the Company to bear all or part of the costs if the appraisal results in a higher redemption price than offered by the Company.

Statement from the Company’s Board of Directors

The Board of Directors has reviewed the terms of the redemption as described in this redemption notice, and on the basis hereof, the Board of Directors provides this statement pursuant to Section 70(2) of the Danish Companies Act.

The redemption of any Excess Shares will be completed at a price of DKK 0.0023 per share with a nominal value of DKK 0.001, equal to the volume weighted average price of the Company’s shares over the last 5 trading days up to (but not including) the day of the notice of the general meeting (i.e. during the period 23 December 2024 - 3 January 2025). Furthermore, during the four-week redemption period ending on 19 February 2025, shareholders can trade shares, including selling shares with a nominal value of DKK 0.001 or acquiring additional shares of nominally DKK 0.001, to hold a sufficient number of shares to match the new shares of nominally DKK 1 before the share consolidation takes effect. Shareholders can thereby avoid the redemption of any remaining shares.

Based on this, the Board of Directors believes that the terms of the redemption are fair and appropriate and that the terms are the same for all holders of shares in the Company.

Best regards,

The Board of Directors

DanCann Pharma A/S