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2024-08-30 Kvartalsrapport 2024-Q2
2024-05-31 Kvartalsrapport 2024-Q1
2024-05-30 Årsstämma 2024
2024-04-22 Ordinarie utdelning DANCAN 0.00 DKK
2024-04-17 Extra Bolagsstämma 2024
2024-02-28 Bokslutskommuniké 2023
2023-11-30 Kvartalsrapport 2023-Q3
2023-08-31 Kvartalsrapport 2023-Q2
2023-05-31 Kvartalsrapport 2023-Q1
2023-04-19 Ordinarie utdelning DANCAN 0.00 DKK
2023-04-18 Årsstämma 2023
2023-02-28 Bokslutskommuniké 2022
2022-11-04 Kvartalsrapport 2022-Q3
2022-09-20 Extra Bolagsstämma 2022
2022-08-31 Kvartalsrapport 2022-Q2
2022-05-18 Kvartalsrapport 2022-Q1
2022-04-27 Årsstämma 2022
2022-04-08 Ordinarie utdelning DANCAN 0.00 DKK
2022-02-25 Bokslutskommuniké 2021
2021-11-26 Kvartalsrapport 2021-Q3
2021-08-27 Kvartalsrapport 2021-Q2
2021-07-23 Extra Bolagsstämma 2021
2021-05-28 Kvartalsrapport 2021-Q1
2021-04-29 Ordinarie utdelning DANCAN 0.00 DKK
2021-04-28 Årsstämma 2021
2021-02-26 Bokslutskommuniké 2020

Beskrivning

LandDanmark
ListaSpotlight DK
SektorHälsovård
IndustriLäkemedel & Handel
DanCann Pharma grundades 2018 och är ett danskt läkemedelsbolag. DanCann Pharma fokuserar på att upptäcka, utveckla, tillverka och kommersialisera nya cannabinoida läkemedel inom ett brett spektrum av sjukdomsområden. Bolaget tillverkar och distribuerar receptbelagda läkemedel och receptfria läkemedel (OTC), främst fokuserade på smärtpatienter med alternativa behov och hantering av sin sjukdom, täckta av det danska pilotprogrammet för medicinsk cannabis.
2022-09-05 08:00:00

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

Tuesday, 20 September 2022 at 10:00 am (CET)

at the registered office of the Company, Rugvænget 5, DK-6823 Ansager

The agenda for the extraordinary general meeting is as follows:

1. Proposed resolution to authorise the Board of Directors to increase the share capital with pre-emption rights for the Company's shareholders.
2. Proposed resolution to authorise the Board of Directors to increase the share capital without pre-emption rights for the Company's shareholders.
3. Proposed resolution to authorise the Board of Directors to issue warrants with pre-emption rights for the Company's existing shareholders and to increase the Company's share capital in this connection.
4. Proposed resolution to authorise the Board of Directors to issue warrants without pre-emption rights for the Company's existing shareholders and to increase the Company's share capital in this connection.
5. Election of members of the Board of Directors.

Pursuant to art. 12.20 of the Company's articles of association, the Board of

Directors has appointed Lawyer Hans-Christian Ohrt as chairman of the meeting.

Complete agenda:

Re 1.

Proposed resolution to authorise the Board of Directors to increase the share capital with pre-emption rights for the Company's shareholders

The Board of Directors proposes that the Board of Directors, pursuant to clause 155 of the Danish Companies Act, in the period until 1 August 2027 is authorised to issue shares in the Company and thereby increase the share capital in one or more issues of new shares with pre-emption rights for the Company's existing shareholders by up to a nominal amount of DKK 3,375,000.

The capital increase can be by way of cash contribution, contribution in kind and/or

conversion of debt (to be decided by the Board of Directors) and can be below market price.

Shares issued pursuant to this authorisation shall be issued in the name of the holder

and registered in the Company's register of shareholders, be fully paid up, be negotiable instruments, there shall be no restrictions on the negotiability of the shares, and the shares shall in every respect carry the same rights as the existing shares.

The Board of Directors is authorised to lay down the terms and conditions for the

capital increases pursuant to this authorisation and to make such amendments to the Company's articles of association as may be required as a result of the Board of Directors' exercise of said authorisation.

Adoption of the proposal will imply that a new clause 5.5 is inserted in the articles of association and clause 5.6 (previously clause 5.4) shall be amended as set out in the draft articles of association enclosed as Schedule 1 (where the amendments following from adoption of the proposals on the agenda are marked up).

Re. 2

Proposed resolution to authorise the Board of Directors to increase the share capital without pre-emption rights for the Company's shareholders

The Board of Directors proposes that the Board of Directors, pursuant to clause 155 of the Danish Companies Act, in the period until 1 August 2027 is authorised to issue shares in the Company and thereby increase the share capital in one or more issues of new shares without pre-emption rights for the Company's existing shareholders by up to a nominal amount of DKK 468,750.

The capital increase can be by way of cash contribution, contribution in kind and/or conversion of debt (to be decided by the Board of Directors). The capital increase can be below market price.

Shares issued pursuant to this authorisation shall be issued in the name of the holder and registered in the Company's register of shareholders, be fully paid up, be negotiable instruments, there shall be no restrictions on the negotiability of the shares, and the shares shall in every respect carry the same rights as the existing shares.

The Board of Directors is authorised to lay down the terms and conditions for the capital increases pursuant to this authorisation and to make such amendments to the Company's articles of association as may be required as a result of the Board of Directors' exercise of said authorisation.

Adoption of the proposal will imply that a new clause 5.4 is inserted in the articles of association and clause 5.6 (previously 5.4) shall be amended as set out in the draft articles of association enclosed as Schedule 1.

Re. 3

Proposed resolution to authorise the Board of Directors to issue warrants with pre-emption rights for the Company's existing shareholders and to increase the Company's share capital in this connection

The Board of Directors proposes to authorise the Board of Directors in one or more

tranches and in the period until 1 August 2027 to issue warrants granting the right to

subscribe for up to 55,000,000 shares of nominally DKK 0.0375, i.e. up to a total of

nominally DKK 2,062,500 shares in the Company, and to authorise the Board of Directors to resolve the related capital increase.

The warrants shall be issued with pre-emption rights for the Company's existing shareholders. The warrants can be issued below market price.

Shares that are subscribed for on the basis of warrants issued pursuant to this autorisation shall be issued in the name of the holder and registered in the Company's register of shareholders, be fully paid up, be negotiable instruments, there shall be no restrictions on the negotiability of the shares, and the shares shall in every respect carry the same rights as the existing shares.

It is further proposed to authorise the Board of Directors to lay down the more

specific conditions for the distribution and issuance of the said warrants.

Adoption of the proposal will imply that a new clause 6.6 is inserted in the Articles of

Association and that clause 6.8 (previously clause 6.6) is amended as set out in draft

of the articles of association of the Company enclosed as Schedule 1.

Re. 4

Proposed resolution to authorise the Board of Directors to issue warrants without pre-emption rights for the Company's existing shareholders and to increase the Company's share capital in this connection

The Board of Directors proposes to authorise the Board of Directors in one or more

tranches and in the period until 1 August 2027 to issue warrants granting the right to

subscribe for up to 3,750,000 shares of nominally DKK 0.0375, i.e. up to a total of

nominally DKK 140,625 shares in the Company, and to authorise the Board of Directors to resolve the related capital increase.

The warrants can be issued without pre-emption rights for the Company's existing shareholders. The warrants can be issued below market price.

Warrants, which lapse unexercised or are returned to the Company, can be reissued pursuant to and on the terms in this authorisation.

Shares that are subscribed for on the basis of warrants issued pursuant to this

autorisation shall be issued in the name of the holder and registered in the

Company's register of shareholders, be fully paid up, be negotiable instruments,

there shall be no restrictions on the negotiability of the shares, and the shares shall

in every respect carry the same rights as the existing shares.

It is further proposed to authorise the Board of Directors to lay down the more specific conditions for the distribution and issuance of the said warrants.

Adoption of the proposal will imply that a new clause 6.7 is inserted in the articles of

association and that clause 6.8 (previously clause 6.6) is amended as set out in draft of the articles of association of the Company enclosed as Schedule 1.

Re 5.

Election of members of the Board of Directors

Magnus Østergaard Dahlmann and Per Wester wish to resign from the Board of Directors with effect from 20 September 2022 (the date of the extraordinary general meeting). As a consequence hereof, the Board of Directors proposes election of:
  • Jeppe Krog Rasmussen
  • Alexander Schoeneck

as new board members (in replacement of Magnus Østergaard Dahlmann and Per Wester).

Managerial posts held by the proposed board members are enclosed as Schedule 2 and is available on the Company's website.

The other current members of the Board of Directors, Carsten Trads, Christian Carlsen and Tue Østergaard, continue in the Board of Directors.

--oOo--

A draft of the articles of association of the Company where the amendments resulting from the proposed resolutions set out in items 1 - 4 on the agenda are marked up is enclosed as Schedule 1.

The Company's current articles of association is enclosed as Schedule 3.

Majority requirements

Adoption of the proposals set out in items 1 - 4 on the agenda require that the proposals are passed by at least 9/10 of the votes cast as well as 9/10 of the share capital represented at the general meeting. The proposal set out in item 5 on the agenda is subject to a simple majority of votes. 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

All shareholders holding shares in the Company on the date of registration have right to attend and vote at the extraordinary general meeting. The date of registration is 13 September 2022 at 23:59 pm (CET).

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 16 September 2022 at 23:59 pm (CET). The request must be submitted to the Company by e-mail: info@dancann.comor 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) deposit statement from VP Securities A/S or the account-holding institution (if relevant, please see below). A form for a request of an admission card is available at the Company's website, www.dancann.com, under `Investor Relations (IR)' and `General Meetings'.

Admission cards will be issued to shareholders, who according to the register of shareholders, are listed as shareholders on the date of registration. For issuing admission cards to shareholders who are not listed by name in the register of shareholders, a deposit statement from VP Securities A/S or the account-holding institution documenting the shareholding on the date of registration, must be enclosed the request for the admission card.

Proxy

Shareholders may attend and exercise their right to vote by proxy. Proxy form is available at the Company's website, www.dancann.com, under `Investor Relations (IR)' and `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.comor by physical post to the Company's address, Rugvænget 5, DK-6823 Ansager, Denmark, and must be received by the Company no later than 19 September 2022 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 intrument of proxy to be granted physical access to the annual general meeting.

All shareholders and proxies may attend the annual general meeting with an adviser, if indicated in the request for an admission card.

Postal vote

Shareholders may vote by post for the items on the agenda. Postal voting form is available at the Company's website, www.dancann.com, under `Investor Relations (IR)' and `General Meetings', and must be submitted to the Company by e-mail: info@dancann.comor by physical post to the Company's address, Rugvænget 5, DK-6823 Ansager, Denmark.

Postal votes must be received by the Company no later than 19 September 2022 at 10:00 am (CET). Postal votes cannot be revoked.

Share capital and voting rights

The share capital of the Company is nominally DKK 1,067,560.8375. The share capital is divided into shares of a nominal value of DKK 0.0375 per share. Each share of a nominal value of 0.0375 carries the right to one (1) vote at the extraordinary general meeting. Hence, there are in total 20,730,800 shares and votes in the Company.

Shareholders' right to ask questions

Shareholders may submit questions relating to the agenda. Questions may be submitted by e-mail: info@dancann.comor by physical post to the Company's address, Rugvænget 5, DK-6823 Ansager, Denmark, and shall be received by the Company no later than 20 September 2021 at 09:00 am (CET). Shareholders attending the extraordinary general meeting also have a right to 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 proxy, postal voting and request for admission card forms are available at the Company's website, www.dancann.com under `Investor Relations (IR)' and `General Meetings'.

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The Board of Directors

5 September 2022