DanCann Pharma A/S: Minutes of Extraordinary General Meeting

held in DanCann Pharma A/S, CVR-no. 39 42 60 05 (“Company”) on

Tuesday, 10 December 2024 at 09:00 am (CET)

On 10 December 2024 at 9:00 am (CET), an extraordinary general meeting was held in the Company at the Company’s address, Rugvænget 5, 6823 Ansager, Denmark.

The agenda for the extraordinary general meeting was as follows:

Lawyer Michael Kristensen was appointed chairman of the meeting pursuant to clause 11.20 of the Company’s articles of association.

The chairman of the meeting announced that the general meeting had been duly convened, as the notice of the extraordinary general meeting was given on 25 November 2024. The chairman of the meeting described the formal requirements with respect to the notice and concluded that these were met.

The chairman concluded that the general meeting formed a quorum with respect to the agenda.

A total of 559,582,639 votes were represented on the general meeting divided between 551,675,663 votes by post (written votes) and 7,906,976 votes by those shareholders in physical attendance.

Re 1

It was proposed:

(i)     to elect one (1) additional member of the board of directors; and

(ii)    that Jes Lunde shall be elected as the additional member of the board of directors.

The proposal to elect one (1) additional member of the board of directors is set forth in order to adhere to Spotlight Stock Market’s Regulations according to which the board of directors must consist of minimum 4 members.

All existing members of the board of directors shall remain in the board of directors.

Managerial posts held by Jes Lunde were enclosed as a schedule to the notice of the general meeting.

The proposal to elect one (1) additional member of the board of directors was adopted by the general meeting, as the votes were cast as follows:
- 513,849,021 votes: “for” (equal to 91.83% of the share capital represented on the general meeting)
- 40,733,618 votes: “against”
- 5,000,000 votes: “abstain”

Jes Lunde was elected as a new member of the board of directors by uncontested election.

Re 2

It was proposed to increase the share capital of the company by nominally DKK 200,000 from nominally DKK 3,791,101.234 to nominally DKK 3,991,101.234 against cash payment.

The terms of the proposed increase of the share capital are as follows:

1. the share capital will be increased from nominally DKK 3,791,101.234 by nominally DKK 200,000 to nominally DKK 3,991,101.234;

2. the existing shareholders' pre-emption rights are derogated from as the new shares are subscribed for by the following members of the executive board and board of directors:

-        Jeppe Krog Rasmussen, CEO and board member (subscribes for 75,000,000 shares) 

-        Carsten Trads, Chairman of the board of directors (subscribes for 62,500,000 shares)

-        Christian Carlsen, vice-chairman of the board of directors (subscribes for 12,500,000 shares) 

-        Jes Lunde (proposed as new member of the board of directors under item 1) (subscribes for 50,000,000 shares) 

3. the capital increase will be divided into 200,000,000 shares of nominally DKK 0.001 each;

4. the subscription will be made at a subscription rate of 200, corresponding to DKK 0.002 per share of nominally DKK 0.001;

5. the subscription of the new shares shall be made no later than on 13 December 2024;

6. the subscription amount for the new shares shall be paid in cash (in full) no later than on 17 December 2024;

7. the new shares shall be negotiable instruments;

8. the new shares shall be registered shares and will be registered in the Company’s register of shareholders;

9. the new shares shall have the same rights as the existing shares in the Company;

10. the new shares shall carry dividend rights as well as other rights in the Company as from the date of registration of the shares with the Danish Business Authority; and

11. the costs relating to the capital increase payable by the Company are estimated at DKK 35,000 exclusive of VAT.

Adoption of the proposal will imply that clause 3.1 of the articles of association will be amended to reflect the new share capital (as set out in new articles of association attached as Schedule 1 to these minutes).

Draft new articles of association were presented.

The proposal was adopted by the general meeting, as the votes were cast as follows:
- 514,275,976 votes: “for” (equal to 91.90% of the share capital represented on the general meeting)
- 45,306,663 votes: “against”

Re 3

It was proposed to issue up to 100,000,000 warrants, each granting the right to subscribe for one (1) share of nominally DKK 0.001, and to resolve the related capital increase.

The full set of terms of the proposed issue of warrants and the related capital increase is set out in new clause 7.1 and Schedule A to the articles of association (see Schedule 1 to this notice).

The most essential terms of the proposed issue and the related capital increase are as follows:

1. the warrants are issued without payment;

2. the warrants are issued without pre-emption rights for the existing shareholders, as the warrants are offered to the following members of the executive board and board of directors the Company:

-            Jeppe Krog Rasmussen, CEO and board member (subscribes for 37,500,000 warrants)

-            Carsten Trads, Chairman of the board of directors (subscribes for 31,250,000 warrants)

-            Christian Carlsen, vice-chairman of the board of directors (subscribes for 6,250,000 warrants)

-            Jes Lunde (proposed as new member of the board of directors under item 1) (subscribes for 25,000,000 warrants)

3. subscription for the warrants must be completed no later no later than on 13 December 2024;

4. each warrant gives the right to subscribe for one (1) share of nominally DKK 0.001 at an exercise price of DKK 0.0026;

5. the warrants can be exercised during the period from 12 January 2026 to 1 February 2026 (both days included) as described in Schedule A;

6. by exercise of the warrants, the share capital of the Company can increase by minimum nominally DKK 0.001 and maximum nominally DKK 100,000.

7. the new shares (subscribed for by exercise of the warrants) will be issued in denominations of nominally DKK 0.001 or multiples hereof (however, if the nominal value per share of the Company is changed before exercise of warrants, the new shares shall be issued in such new denominations as well);

8. the new shares (subscribed for by exercise of the warrants) will carry dividend rights and other rights in the Company as from the date of registration of the shares with the Danish Business Authority;

9. the new shares (subscribed for by exercise of the warrants) shall be made out in the name of the holder, be recorded in the Company’s register of shareholders and be negotiable instruments;

10. the new shares (subscribed for by exercise of the warrants) will carry the same rights as the existing shares;

11. by exercise of warrants, the exercise price is payable in cash during the exercise period as set out in point 5 above, and part payment is not permitted;

12. the transferability of the new shares shall be subject to the same restrictions as the existing shares;

13. The existing shareholders will not have pre-emptions rights to the shares subscribed for exercise of the warrants;

14. the new shares (subscribed for by exercise of the warrants) will belong to the same share class as the other shares in the Company. If a resolution is made to introduce different share classes in the Company before the issued warrants are exercised, shares subscribed for by exercise of the warrants will belong to the share class which will place the holders in the position as if the issued warrants had been exercised immediately before the introduction of the new share class(es); and

15. costs for the capital increase which is payable by the Company are estimated at DKK 25,000 exclusive of VAT.

Adoption of the proposal will imply that a new clause 7.1 is inserted in the articles of association, and that Schedule A to the articles of association is amended to include warrants issued under clause 7.1 (see Schedule 1 to this notice).

Draft new articles of association, including new Schedule A, were presented.

The proposal was adopted by the general meeting, as the votes were cast as follows:
- 514,275,976 votes: “for” (equal to 91.90% of the share capital represented on the general meeting)
- 45,306,663 votes: “against”

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The meeting was closed.

Chairman of the meeting:

__________________________
Michael Kristensen