The board of directors hereby convenes the shareholders of STENOCARE to the Annual General Meeting, which will be held:

STENOCARE A/S

April 29, 2026 at 10:30 AM (CEST) (the doors open at 10:00 AM)

                                  at Lund Elmer Sandager Law Firm

Kalvebod Brygge 39-41

DK-1560 København V

With the following agenda:

1. Appointment of a chairman of the meeting
2. Report of the chairman of the board of directors
3. Presentation of the audited annual report together with a resolution for its adoption
4. Resolution to appropriate the profit or cover the loss
5. Proposals from the Board of Directors
   1. Change of paragraph 5.1 in the Articles of Association
   2. Merger of the 100% owned subsidiary CannGros ApS and Stenocare A/S with Stenocare A/S as the continuing company
6. Election of members of the board of directors
7. Appointment of an auditor
8. Any other business

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Comments to the agenda:

Item 1 - Appointment of a chairman of the meeting

The board of directors proposes attorney Ulrik Bayer as chairman of the meeting.

Item 4 - Resolution to appropriate the profit or cover the loss

The annual report shows that the loss for the year amounted to DKK 2,390,441. The board of directors propose a resolution to transfer DKK 2,390,441 to retained earnings and to pay out DKK 0 as dividends.

Item 5 a. - Change of paragraph 5 in the Articles of Association

The Board og directors propose to change the articles og association paragraph 5.1 by deleting the following text:

Allocation og warrants cannot be made to the Company's Board of Directors, Management or the Company's original founders.

The arguments for the proposal is to follow common practise in Denmark for listed companies and to have competitive remuneration policies for attracting competent board members and management.

Item 5 b. - Merger of Stenocare A/S and the 100% owned subsidiary CannGros ApS with Stenocare A/S as the continuing company

The Board of directors propose a merger of Stenocare A/S and CannGros ApS. The merger will have effect from January 1, 2026. The major argument for the merger is to have a more lean and cost effective organisation. The merger will not have significant costs.

The Board of Directors is authorised, as part of the resolution to the merger with CannGros ApS, to prepare a merger plan in accordance with the Board of Directors' further decision in this regard; to omit the preparation of a merger report pursuant to section 238(2) of the Danish Companies Act; to omit, if necessary, the preparation of an interim balance sheet pursuant to section 239(4) of the Danish Companies Act; that no statement from an independent expert shall be prepared pursuant to section 241(1) of the Danish Companies Act; that no expert statement on the position of the creditors shall be prepared pursuant to section 242 of the Danish Companies Act; and that the final decision to complete the merger may be made by the Board of Directors pursuant to section 247 of the Danish Companies Act.

Item 6 - Election of members of the board of directors

The proposal implies to re-elect the current board of directors consisting of chairman Marianne Wier, Jeppe Bo Petersen, Rolf Steno Petersen, Søren Melsing Frederiksen and Henrik Elbæk Pedersen.

Item 7 - Appointment of an auditor

The proposal implies to re-appoint the company's auditors.

Item 8 - Any other business

There is no further business to be transacted.

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The Board of Directors of STENOCARE A/S
 

Introduction

Share capital

At the time of the notice of the general meeting, the Company's nominal share capital is DKK 3,472,299.60 divided into shares of nominally DKK 0.08 each. Each share of DKK 0.08 carries one vote.

Registration date and shareholders' voting rights

A shareholder's right to attend and vote at the General Meeting shall be determined on basis of the shares held by the person on the date of registration. The registration date is 22 April 2026 at 11:59 PM (CEST).

Admission cards

Shareholders who are entitled to attend the General Meeting and who wish to attend the General Meeting must request an admission card no later than 24 April 2026 at 11:59 PM (CEST). Admission cards can be ordered at the "Shareholder Portal" on the STENOCARE website: https://stenocare.com/investor-relations/shareholder-portal/

Admission cards can also be requested in writing by using the proxy form, which is available on the Company's website, https://stenocare.com/investor-relations/agm-2026. The completed and signed form must be scanned and sent to Computershare A/S either by email to gf@computershare.dk or by ordinary mail to Computershare A/S, Lottenborgvej 26 D, 2800 Kgs. Lyngby, Denmark. Proxy forms must be received by Computershare A/S no later than on 24 April 2026 at 11:59 PM (CEST).

Please note that admission cards will be sent to the e-mail address specified on registration and must be brought to the general meeting on smartphone/tablet or printed.

Shareholders who have requested an admission card without stating their e-mail address can pick up the admission card at the entrance to the general meeting against presentation of a valid ID.

Shareholders who are unable to attend, can issue a proxy or postal vote via the shareholder portal. The deadline for submitting a proxy is 24 April 2026 at 11:59 PM (CEST) and the deadline for postal voting is 28 April 2026 at 11:59 AM (CEST).

Shareholders can log in to the shareholder portal using NemID or with a user name and password. Shareholders who have not previously changed their user name in the shareholder portal, will often have the same username as their custody account number or VP account number. In some cases, the VP account number consists of the deposit number and a prior identification number on the shareholder's bank. If in doubt, shareholders can ask their bank (deposit bank).

Proxy

Subject to having requested an admission card, shareholders may attend the general meeting in person or by proxy. Proxies may be submitted by one of the following ways:

• Electronically through the "Shareholder Portal" under the menu "Investor" on the Company's website, https://stenocare.com/investor-relations/shareholder-portal/
• In writing by using the proxy form, which is available on the Company's website, https://stenocare.com/investor-relations/agm-2026. The completed and signed form must be scanned and sent to Computershare A/S either by email to gf@computershare.dk or by ordinary mail to Computershare A/S, Lottenborgvej 26 D, 2800 Kgs. Lyngby, Denmark. Proxy forms must be received by Computershare A/S no later than on 24 April 2026 at 11:59 PM (CEST). It is possible to submit either proxy or vote by correspondence, cf. below, but not both. The right to attend and vote by proxy is subject to presentation of appropriate identification. If appropriate identification is not presented, attendance and/or voting right may be rejected.

Please use the Proxy form available on the STENOCARE website: https://stenocare.com/investor-relations/agm-2026 (Menu: General Meeting).

Voting by correspondence

Shareholders who are not able to attend the general meeting may vote by correspondence. Votes by correspondence may be submitted by one of the following ways:

• Electronically through the "Shareholder Portal" under the menu "Investor" on the Company's website, https://stenocare.com/investor-relations/shareholder-portal/
• In writing by using the proxy form, which is available on the Company's website, https://stenocare.com/investor-relations/agm-2026. The completed and signed form must be scanned and sent to Computershare A/S either by email to gf@computershare.dk or by ordinary mail to Computershare A/S, Lottenborgvej 26 D, 2800 Kgs. Lyngby, Denmark. A vote by correspondance must be received by Computershare A/S no later than on 24 April 2026 at 11:59 PM (CEST). It is possible to submit either proxy or vote by correspondence, cf. below, but not both. The right to attend and vote by proxy is subject to presentation of appropriate identification. If appropriate identification is not presented, attendance and/or voting right may be rejected.

Please use the Voting by correspondence form available on the STENOCARE website: https://stenocare.com/investor-relations/agm-2026 (Menu: General Meeting).

Additional information

Until and including the day of the general meeting, additional information regarding the general meeting will be available on the Company's website, https://stenocare.com/investor-relations/agm-2026 including:

• The notice to convene the general meeting, including the agenda and the complete proposals and Appendices;
• The proxy/voting by correspondence form for use in connection with voting by proxy or by correspondence.

The general meeting will be held in Danish. In connection with the general meeting, water, tea and coffee will be served.

Questions from shareholders

Please use the "Ask questions" online form available on the STENOCARE website: https://stenocare.com/investor-relations/agm-2026 (Menu: General Meeting)

Personal data

With regards to collection and processing of personal data for the General Meeting, these are handled, stored and deleted in accordance with the General Data Protection Regulation (GDPR).