NOTICE OF EXTRAORDINARY GENERAL MEETING IN DANCANN PHARMA A/S

The Board of Directors hereby convenes an extraordinary general meeting of DanCann Pharma A/S, CVR-no. 39 42 60 05 (“Company”), to be held on

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

at DanCann Pharma A/S’ address, Rugvænget 5, 6823 Ansager, Denmark

The agenda for the extraordinary general meeting is as follows:

Pursuant to art. 12.20 of the Company’s articles of association, the Board of Directors appoints Attorney-at-law Michael Kristensen as chairman of the meeting.

Complete agenda:

Re 1:  Proposed resolution to change the nominal value of the shares of the Company by way of a reverse share split

The Board of Directors proposes 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’s adoption of the reverse share split, 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 §§ 70 - 72 at a price of DKK 0.0023 per share with a nominal value of DKK 0.001. The redemption price is equivalent to the market price determined as the volume weighted average price of the Company’s shares over the last 5 trading days up to (but not including) today (i.e. during the period 23 December 2024 - 3 January 2025).

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. 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 (where the amendments following from adoption of the proposal are marked up).

Majority requirements
Adoption of the proposal set out in item 1 requires that the proposal is passed by at least 9/10 of the votes cast as well as 9/10 of the share capital represented at the general meeting.

Attendance, proxy and postal vote
Attendance
All shareholders holding shares in the Company on the date of registration at 23:59 pm (CET) have right to attend and vote at the extraordinary 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 (VP Securities A/S) 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 extraordinary general meeting.

The date of registration is 14 January 2025.

In order for a shareholder to attend the extraordinary general meeting, the shareholder must submit a request for an admission card, and such request must be received by the Company no later than 17 January 2025 at 23:59 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, DK-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 2 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. A proxy form is enclosed as Schedule 2 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 20 January 2025 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 extraordinary general meeting. Alternatively, the proxy to the third party must be sent to the Company, in which case it must be received no later than 20 January 2025 at 10:00 am (CET).

All shareholders and proxies may attend the extraordinary 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 2 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 20 January 2025 at 10:00 am (CET). Postal votes cannot be revoked.

Share capital and voting rights
As of the date of this notice, the share capital of the Company is nominally DKK 3,991,101.234. The share capital is divided into 3,991,101,234 shares of a nominal value of DKK 0.001 per share. Each share of a nominal value of DKK 0.001 carries the right to one (1) vote at the extraordinary general meeting (3,991,101,234 votes in total).

Shareholders’ right to ask questions
Prior to the general meeting shareholders may submit questions relating to 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, DK-6823 Ansager, Denmark.

Further, shareholders may ask questions at the general meeting.

Questions will be answered at the extraordinary general meeting.

Language
The extraordinary general meeting will be conducted in English.

Information at the Company’s website
This notice to convene the extraordinary general meeting, including the agenda, schedules, the complete proposed resolutions, and 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.

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The Board of Directors
6 January 2025