DanCann Pharma A/S: Minutes of Extraordinary General Meeting

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

Tuesday, 21 January 2025 at 09:00 am (CET)

On 21 January 2025 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:

Attorney-at-law Michael Kristensen was appointed chairman of the meeting pursuant to clause 12.20 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 6 January 2025. 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 75,000,000 votes were represented on the general meeting by shareholders in physical attendance.

Re 1

The Board of Directors had proposed to change the nominal value of the Company’s shares through a reverse share split at a consolidation ratio of 1,000:1, to the effect that every 1,000 of the Company’s shares each with a nominal value of DKK 0.001 will be consolidated into 1 new share with a nominal value of DKK 1.

The reverse share split implies that for every 1,000 shares (under ISIN code DK0061410487) (i.e. shares with a current nominal value of DKK 0.001) one (1) share will be granted (with a nominal value of DKK 1). Shareholdings below 1,000 shares and excess shares (i.e. any remaining shares that cannot be consolidated into a whole number of shares) will be redeemed in cash by the Company as described below.

The cash payment will be paid out to the accounts associated with the share deposit account. Consolidation and redemption will be completed following expiry of a redemption period of four weeks after the general meeting.

Following the general meeting, a mandatory four-week redemption period will initiate. 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).

After expiration of the four-week redemption period, any shareholder’s holdings of shares below 1,000 shares, as well as any excess shares (calculated on an “after consolidation” basis, i.e. shares which cannot consolidate into a whole new share of nominally DKK 1), will be redeemed by the Company in accordance with the principles of the Danish Companies Act Sections 70 - 72 at a price of DKK 0.0023 per share with a nominal value of DKK 0.001.

The cash payment will be made to each shareholder's account associated with the respective share deposit.

Following the Company’s redemption, the redeemed shares will be consolidated into new shares of nominally DKK 1 each, except for the (234) excess number of redeemed shares insufficient to match the consolidation-ratio which will continue to have a nominal value of DKK 0.001. The shares redeemed will be kept as part of the Company’s treasury shareholdings (in Danish: egne aktier), and the (234) excess number of redeemed shares with a nominal value of DKK 0.001 each are expected to be cancelled through a capital reduction at the annual general meeting 2025.

The new shares (of a nominal value of DKK 1) issued as a result of the consolidation will be issued under a new permanent ISIN code at Euronext Securities (VP SECURITIES A/S) and admitted to trading and official listing on Spotlight Stock Market. The expected dates for redemption and issuance in Euronext Securities, as well as the admission to trading and official listing of the new permanent ISIN code on Nasdaq Copenhagen, will be announced in connection with the publication of the statutory four-week redemption notice (published on the date of this general meeting). After the completion of the share consolidation, all shareholders will receive an updated statement from Euronext Securities, indicating the new number of shares in their share deposit account each with a nominal value of DKK 1.

As part of this proposal, the board of directors is authorized to acquire treasury shares (in Danish: egne aktier) by way of redemption as set out above, cf. section 198 of the Danish Companies Act. The maximum nominal value of the shares to be acquired is DKK 3,991,101, and the price per share of nominally DKK 0.001 shall be minimum DKK 0.001 and maximum DKK 1. This authorization terminates on 31 December 2026.

Adoption of this proposal will result in consequential amendments of articles 3.2 and 4.1 of the articles of association. These articles will consequently be worded as follows:

Additionally, adoption of this proposal will result in consequential amendments to articles 4.4 (regarding issue through VP Securities A/S) and 6 and 7 and Schedules A, 6.1.1 and 6.8.1 (regarding warrants and authorisations to issue warrants) as further set out in draft new articles of association attached as Schedule 1 to this notice.

Draft new articles of association were presented.

The proposal was adopted by the general meeting unanimously and with all votes cast.

On the date of the general meeting, “DanCann Pharma A/S:  Notice of redemption of shares in connection with reverse share split in the ratio 1,000:1” attached as Schedule 2 will be published in a separate press release.

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The meeting was closed.

Chairman of the meeting:

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Michael Kristensen