NOTICE OF ANNUAL GENERAL MEETING 2024 IN DANCANN PHARMA A/S
The Board of Directors hereby convenes the annual general meeting of DanCann Pharma A/S, CVR-no. 39 42 60 05 (“Company”), to be held on
Thursday, 30 May 2024 at 09:00 am (CET)
at DanCann Pharma A/S’ address, Rugvænget 5, 6823 Ansager, Denmark
The agenda for the annual general meeting is as follows:
-
-
-
- The chairman’s report on the activities of the Company in the past financial year
- Adoption of the annual report for 2023
- Covering of loss pursuant to the adopted annual report for 2023
- Election of members of the Board of Directors
- Election of auditor
- Proposals from the Board of Directors
-
a) Proposed resolution regarding the level of remuneration to the Board of Directors for
the financial year 2024
- Proposals from shareholders
- Miscellaneous
Pursuant to art. 11.20 of the Company’s articles of association, the Board of Directors appoints Lawyer Michael Kristensen as chairman of the meeting.
Complete agenda:
Re 2: Adoption of the annual report for 2023:
The Board of Directors proposes that the annual report for 2023 is adopted. The annual report for the financial year 2023 is enclosed as Schedule 1 and is available on the Company’s website.
Re 3: Covering of loss pursuant to the adopted annual report for 2023:
The Board of Directors proposes that the loss for the financial year 2023 of DKK 62.307 million is carried forward to the next financial year in accordance with the adopted annual report.
Re 4: Election of members of the Board of Directors:
The Board of Directors proposes re-election of all of the existing board members:
- Carsten Trads
- Christian Carlsen
- Jeppe Krog Rasmussen
Managerial posts held by the proposed board members are enclosed as Schedule 2 and is available on the Company’s website.
Re 5: Election of auditor:
The Board of Directors proposes re-election of Deloitte Statsautoriseret Revisionspartnerselskab, CVR-no. 33 96 35 56, as the Company’s auditor.
Re 6: Proposals from the Board of Directors:
- Proposed resolution regarding the level of remuneration to the Board of Directors for the financial year 2024
The Board of Directors proposes the following level of remuneration to the Board of Directors for the financial year 2024:
| Position | Annual fee (DKK) |
| Chairman | 240,000 |
| Vice-chairman | 180,000 |
| Board member | 120,000 |
The proposed remuneration is in addition to any economic benefit to the board members pursuant to existing warrant programs.
Re 7: Proposals from the shareholders:
The Company has not received any proposals from shareholders.
Majority requirements
All items on the agenda are subject to a simple majority of votes. If the vote results in a tie, the proposal is not adopted.
Where votes involve electing people or casting only one vote against several options, these votes must be decided by a relative, simple majority of votes. Where a vote that involves electing people results in a tie, the tie must be decided by lot.
Attendance, proxy and postal vote
Attendance
All shareholders holding shares of the Company on the date of registration at 23:59 (11:59 pm) (CET) have right to attend and vote at the annual general meeting if having requested an admission card in accordance with the instructions below. The shareholding of each shareholder is determined at the date of registration at 23:59 pm (CET), based on the number of shares held by the shareholder as registered in the register of shareholders and on any notice of ownership received by the Company or EURONEXT SECURITIES for the purpose of registration in the register of shareholders, but not yet registered. Hence, shareholders who are not registered by name in the register of shareholders cannot vote and attend the annual general meeting.
The date of registration is 23 May 2024.
In order for a shareholder to attend the annual general meeting, the shareholder must submit a request for an admission card, and such request must be received by the Company no later than 24 May 2024 at 23:59 (11:59 pm) (CET).
The request must be submitted to the Company by e-mail: info@dancann.com or by physical post to the Company’s address, Rugvænget 5, 6823 Ansager, Denmark and shall identify (i) the shareholder’s name, (ii) address, (iii) Company reg. no. (if relevant), (iv) e-mail address, and (v) VP account no. A form for a request of an admission card is enclosed as Schedule 3 and is available at the Company’s website: www.dancann.com/investor-relations#General-Meetings.
Proxy
Shareholders may exercise their right to vote by proxy. Proxy form is enclosed as Schedule 3 and is available at the Company’s website: www.dancann.com/investor-relations#General-Meetings. Proxies can be revoked by the shareholder at any time. Proxy to the Board of Directors must be submitted to the Company by e-mail: info@dancann.com or by physical post to the Company’s address, Rugvænget 5, DK-6823 Ansager, Denmark, and must be received by the Company no later than 29 May 2024 at 10:00 am (CET).
If a shareholder has provided a third party with a proxy, the third party must show an admission card and a written and dated instrument of proxy to be granted physical access to the annual general meeting. Alternatively, the proxy to third party must be sent to the Company, in which case it must be received no later than 29 May 2024 at 10:00 am (CET). An admission card to a third party with a proxy must be requested in accordance with the instructions above.
All shareholders and proxies may attend the annual general meeting with an adviser, if indicated in the request for an admission card submitted in accordance with the instructions above.
Postal vote
Shareholders may vote by post for the items on the agenda. Postal voting form is enclosed as Schedule 3 and is available at the Company’s website: www.dancann.com/investor-relations#General-Meetings, and must be submitted to the Company by email: info@dancann.com or by physical post to the Company’s address, Rugvænget 5, 6823 Ansager, Denmark.
Postal votes must be received by the Company no later than 29 May 2024 at 10:00 am (CET). Postal votes cannot be revoked.
Share capital and voting rights
As at the date of this notice, the share capital of the Company is nominally DKK 6,248,549.5875 divided into 166,627,989 shares of a nominal value of DKK 0.0375 per share. Upon expiry of a 4-week notice period (“proklama”) on 16 May 2024, a capital reduction resolved on 17 April 2024 will be completed to the effect that the share capital of the Company will be nominally DKK 1,666,279.89 divided into 166,627,989 shares of a nominal value of DKK 0.01 per share.
Each share of a nominal value of DKK 0.0375 (DKK 0.01 after completion of capital reduction) carries the right to one (1) vote at the annual general meeting (166,627,989 votes in total).
Shareholders’ right to ask questions
Prior to the general meeting shareholders may submit questions relating to the annual report, the Company’s position, and other items on the agenda. Such questions may be submitted by e-mail: info@dancann.com or by physical post to the Company’s address, Rugvænget 5, 6823 Ansager, Denmark.
Further, shareholders may ask questions at the general meeting.
Questions will be answered at the annual general meeting.
Language
The annual general meeting will be conducted in English.
Information at the Company’s website
This notice to convene the annual general meeting, including the agenda, schedules, the complete proposed resolutions, the annual report for 2023, the form for a request of an admission card and proxy and postal voting form are available at the Company’s website: www.dancann.com/investor-relations#General-Meetings.
The address of the Company’s website is www.dancann.com.
---
The Board of Directors
15 May 2024