DanCann Pharma: NOTICE OF EXTRAORDINARY GENERAL MEETING IN DANCANN PHARMA A/S

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

The agenda for the extraordinary general meeting is as follows:

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 1: Proposed resolution to elect one (1) new additional member of the board of directors

It is proposed:

(i)                  to elect one (1) additional member of the board of directors; and

(ii)                that Jes Lunde shall be elected as the additional member of the board of directors.

Managerial posts held by Jes Lunde are enclosed as Schedule 1 and is available on the Company's website.

When voting on this proposal, votes shall be cast (i) as to whether one (1) additional member of the board of directors shall be elected (yes / no), and (ii) on the election of such additional member, in which respect the board of directors has proposed Jes Lunde.

All existing members of the board of directors shall remain in the board of directors.

The proposal to elect one (1) additional member of the board of directors is set forth in order to adhere to Spotlight Stock Market's Regulations according to which the board of directors must consist of minimum 4 members.

Re 2: Proposed resolution to issue shares to members of the executive board and board of directors of the Company without pre-emption rights for the Company's shareholders and to increase the share capital in this connection, including consequential amendments to the articles of association

On the date of this notice, the board of directors has issued a total of 2,250,000,000 shares of nominally DKK 0.001 each at a price of DKK 0.002 per share to external investors in order to raise capital. Members of the executive board and board of directors of the Company wish to subscribe for shares on the same terms, and therefore it is proposed to issue such shares as set out in this item 2 on the agenda.

It is proposed to increase the share capital of the company by nominally DKK 200,000 from nominally DKK 3,791,101.234 to nominally DKK 3,991,101.234 against cash payment.

The terms of the proposed increase of the share capital are as follows:

1. the share capital will be increased from nominally DKK 3,791,101.234 by nominally DKK 200,000 to nominally DKK 3,991,101.234;

2. the existing shareholders' pre-emption rights are derogated from as the new shares are subscribed for by the following members of the executive board and board of directors (however, Jes Lunde is only a board member if elected as such under item 1 on the agenda):

-          Jeppe Krog Rasmussen, CEO and board member (intends to subscribe for 75,000,000 shares)  

-          Carsten Trads, Chairman of the board of directors (intends to subscribe for 62,500,000 shares)

-          Christian Carlsen, vice-chairman of the board of directors (intends to subscribe for 12,500,000 shares) 

-          Jes Lunde (proposed as new member of the board of directors under item 1) (intends to subscribe for 50,000,000 shares) 

3. the capital increase will be divided into 200,000,000 shares of nominally DKK 0.001 each;

4. the subscription will be made at a subscription rate of 200, corresponding to DKK 0.002 per share of nominally DKK 0.001;

5. the subscription of the new shares shall be made no later than on 13 December 2024;

6. The subscription amount for the new shares shall be paid in cash (in full) no later than on 17 December 2024;

7. the new shares shall be negotiable instruments;

8. the new shares shall be registered shares and will be registered in the Company's register of shareholders;

9. the new shares shall have the same rights as the existing shares in the Company;

10. the new shares shall carry dividend rights as well as other rights in the Company as from the date of registration of the shares with the Danish Business Authority; and

11. the costs relating to the capital increase payable by the Company are estimated at DKK 35,000 exclusive of VAT.

Adoption of the proposal is conditioned that the proposal set out in item 2 on the agenda is adopted as well.

Adoption of the proposal will imply that clause 3.1 of the articles of association will be amended to reflect the new share capital (as set out in draft new articles of association attached as Schedule 2 to this notice).

Re 3: Proposed resolution to issue warrants to members of the executive board and board of directors of the Company without pre-emption rights for the Company's shareholders and to resolve the potential increase of the share capital in this connection, including consequential amendments to the articles of association

 Simultaneously with the issue of new shares to external investors as described in item 2 on the agenda above, the board of directors has issued a total of 1,125,000,000 warrants to the same external investors in order to raise capital. Therefore, it is proposed to also issue warrants to the same members of the executive board and board of directors of the Company subscribing for shares under item 2 on the agenda.

It is proposed to issue up to 100,000,000 warrants, each granting the right to subscribe for one (1) share of nominally DKK 0.001, and to resolve the related capital increase.

 The full set of terms of the proposed issue of warrants and the related capital increase is set out in new clause 7.1 and Schedule A to the articles of association (see Schedule 2 to this notice).

 The most essential terms of the proposed issue and the related capital increase are as follows:

1. the warrants are issued without payment;
2. the warrants are issued without pre-emption rights for the existing shareholders, as the warrants are offered to the following members of the executive board and board of directors the Company (however, Jes Lunde is only a board member if elected as such under item 1 on the agenda):

-          Jeppe Krog Rasmussen, CEO and board member (intends to subscribe for 37,500,000 warrants)

-          Carsten Trads, Chairman of the board of directors (intends to subscribe for 31,250,000 warrants)

-          Christian Carlsen, vice-chairman of the board of directors (intends to subscribe for 6,250,000 warrants)

-          Jes Lunde (proposed as new member of the board of directors under item 1) (intends to subscribe for 25,000,000 warrants)

3. subscription for the warrants must be completed no later no later than on 13 December 2024;
4. each warrant gives the right to subscribe for one (1) share of nominally DKK 0.001 at an exercise price of DKK 0.0026;
5. the warrants can be exercised during the period from 12 January 2026 to 1 February 2026 (both days included) as described in Schedule A;
6. by exercise of the warrants, the share capital of the Company can increase by minimum nominally DKK 0.001 and maximum nominally DKK 100,000.

7. the new shares (subscribed for by exercise of the warrants) will be issued in denominations of nominally DKK 0.001 or multiples hereof (however, if the nominal value per share of the Company is changed before exercise of warrants, the new shares shall be issued in such new denominations as well);

8. the new shares (subscribed for by exercise of the warrants) will carry dividend rights and other rights in the Company as from the date of registration of the shares with the Danish Business Authority.
9. the new shares (subscribed for by exercise of the warrants) shall be made out in the name of the holder, be recorded in the Company's register of shareholders and be negotiable instruments;
10. the new shares (subscribed for by exercise of the warrants) will carry the same rights as the existing shares;
11. by exercise of warrants, the exercise price is payable in cash during the exercise period as set out in point 5 above, and part payment is not permitted;
12. the transferability of the new shares shall be subject to the same restrictions as the existing shares;
13. The existing shareholders will not have pre-emptions rights to the shares subscribed for exercise of the warrants;
14. the new shares (subscribed for by exercise of the warrants) will belong to the same share class as the other shares in the Company. If a resolution is made to introduce different share classes in the Company before the issued warrants are exercised, shares subscribed for by exercise of the warrants will belong to the share class which will place the holders in the position as if the issued warrants had been exercised immediately before the introduction of the new share class(es); and
15. costs for the capital increase which is payable by the Company are estimated at DKK 25,000 exclusive of VAT.

Adoption of the proposal will imply that a new clause 7.1 is inserted in the articles of association, and that Schedule A to the articles of association is amended to include warrants issued under clause 7.1 (see Schedule 2 to this notice).

Adoption of the proposal is conditioned that the proposal set out in item 1 on the agenda is adopted as well.

Majority requirements
The proposal set out in item 1 is subject to a simple majority of votes. Adoption of the proposals set out in items 2 and 3 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 3 December 2024.

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 6 December 2024 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 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. A 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 9 December 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 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 9 December 2024 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 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 9 December 2024 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 3,791,101.234. The share capital is divided into 3,791,101,234 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 (3,791,101,234 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
25 November 2024