Communiqué from extraordinary general meeting in STENOCARE
STENOCARE A/S
NASDAQ FIRST NORTH GROWTH MARKET, DENMARK
TICKER: STENO
Extraordinary general meeting
On 18 December 2024 an extraordinary general meeting of shareholders of STENOCARE A/S, CVR no. 39024705, was held at Lund Elmer Sandager Law Firm, Kalvebod Brygge 39 -41, DK-1560 København V with the following agenda:
Agenda:
- Appointment of a chairman of the meeting
- Election of members of the board of directors
- Authorisation to the board of directors
- Amendment of articles of association
- Any other business
Re. 1 Appointment of a chairman
Ulrik Bayer, attorney-at-law, was appointed chairman of the meeting.
The chairman of the meeting noted that out of a total of 1,598,394.40 share capital (excluding the company’s own shares) 420,879.20 were represented and out of a total of 19,979,930 voting rights 5,260,990 were represented – either in person or by a power of attorney. On this basis the chairman found that the annual general meeting was quorum. The chairman further stated that the annual general meeting was duly summoned.
Re. 2 Election of members of the board of directors
It was proposed to elect Rolf Steno to the board of directors.
The resolution was adopted unanimously and by all votes represented.
Hereafter, the board of directors consisted of Marianne Wier (chairman), Jeppe Bo Petersen, Søren Melsing Frederiksen and Rolf Steno.
Re. 3 Authorisation to the board of directors
It was proposed to authorise the board of directors to increase the capital by cash payment. As part of the proposal the board of directors proposes that a clause with the following wording, in all material aspects, are inserted in the articles of association as clause 5.9:
“5.9
The board of directors are in the period until 13 May 2029 authorized to carry out one or more capital increases whereby an aggregate amount of up to nominally DKK 6,560,000, equal to 82,000,000 shares with a nominal value of DKK 0.08, are contributed to the Company by cash payment. The subscription shall be at a preferential subscription price determined by the board of directors.
The authorisation implies that the capital increase must take place by issuing new shares on the terms that the new shares must belong to the existing share class, that the new shares shall be fully paid, that the shares are subscribed in amounts of DKK 0. 08, that there are pre-emption rights for existing shareholders, the new shares shall carry right of dividend and other rights in the Company from the date when the shares have been registered with the Danish Business Au- thority, the transferability of the new shares shall be subject to the same restrictions as apply to the existing shares in the Company in the same share class, that the shares are negotiable instru- ments, and that the shares are issued in the name of the holder and listed in the company's register of owners.
The board of directors can make the changes to the Company's articles of association, which are a necessary consequence of the capital increases made, including deleting this authorisation from the articles of association when the authorisation has been fu lly utilized or when the deadline has expired.”
A shareholder representing 24,600 of the voting rights abstained from voting.
The resolution was adopted unanimously and by all the votes represented except for the above- mentioned.
Re. 4 Amendment of articles of association
It was proposed to amend the company’s articles of association according to item 3.
The resolution was adopted unanimously and by all votes represented.
Re. 5 Any other business
There was no further business to be transacted.
The shareholders resolved to grant Ulrik Bayer, attorney-at-law, (with the right of substitution) power of attorney to file the resolutions passed by the general meeting with the Danish Business Authority and to make such amendments to the resolutions and the documents which may prove necessary in order to obtain registration with the Danish Business Authority.
*****
The general meeting closed.
|
As chairman |
| Ulrik Bayer |
For additional information regarding STENOCARE A/S, please contact: Thomas Skovlund Schnegelsberg, CEO
Phone: +45 31770060
E-mail: presse@stenocare.com
STENOCARE’s Certified Adviser is Keswick Global AG
Phone: +43 1 740 408045
E-mail: info@keswickglobal.com
About STENOCARE A/S
STENOCARE A/S, founded in 2017, supplies prescription-based medical cannabis to patients in Denmark and internationally. It was the first company to receive permission from the Danish Medicines Agency to import, distribute, cultivate, and produce medical cannabis. Today, STENOCARE sources its pro ducts from a selection of high-quality international suppliers that comply with the strict European Good Manufac- turing Practices (EU-GMP). STENOCARE has developed a unique patented medical cannabis oil product, ASTRUM, which provides improved bioavailability of active ingredients for patients. The company has strategically invested in assets to operate within the highly regulated pharmaceutical industry, with prod- ucts approved for sale in multiple countries.
www.stenocare.com www.stenocare.dk www.stenocare.se