Press release from Companies
Published: 2025-04-04 17:50:00
The Board of Directors hereby convenes the annual general meeting 2025 of DanCann Pharma A/S, CVR-no. 39 42 60 05 ("Company"), to be held on
Thursday, 24 April 2025 at 09:00 am (CET)
at DanCann Pharma A/S’ address, Rugvænget 5, 6823 Ansager, Denmark
The agenda for the annual general meeting is as follows:
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The chairman’s report on the activities of the Company in the past financial year |
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Adoption of the annual report for 2024 |
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Covering of loss pursuant to the adopted annual report for 2024 |
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Election of members of the Board of Directors |
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Election of auditor |
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Proposals from the Board of Directors |
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a) Proposed resolution regarding the level of remuneration to the Board of Directors for the financial year 2025 |
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b) Proposed resolution to reduce the Company's share capital by cancellation of treasury shares, including consequential amendments to the articles of association |
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c) Proposed resolution to authorise the Board of Directors to increase the Company’s share capital without pre-emption rights for the Company’s shareholders |
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d) Proposed resolution to authorise the Board of Directors to increase the Company’s share capital with pre-emption rights for the Company’s shareholders |
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e) Proposed resolution to authorise the Board of Directors to issue warrants without pre-emption rights for the Company’s shareholders and to increase the Company’s share capital in this connection |
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Proposals from shareholders |
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Miscellaneous |
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 2: Adoption of the annual report for 2024
The Board of Directors proposes that the annual report for 2024 is adopted. The annual report for the financial year 2024 is enclosed as Schedule 1 and is available on the Company’s website.
Re 3: Covering of loss pursuant to the adopted annual report for 2024
The Board of Directors proposes that the loss for the financial year 2024 of tDKK 8,379 is carried forward to the next financial year in accordance with the adopted annual report.
Re 4: Covering of loss pursuant to the adopted annual report for 2024
The Board of Directors proposes re-election of all existing board members:
Managerial posts held by the proposed board members are enclosed as Schedule 2 and is available on the Company’s website.
Re 5: Election of auditor
The Board of Directors proposes re-election of Deloitte Statsautoriseret Revisionspartnerselskab, CVR-no. 33 96 35 56, as the Company’s auditor.
Re 6: Proposals from the board of directors
a) Proposed resolution regarding the level of remuneration to the Board of Directors for the financial year 2025
The Board of Directors proposes the following level of remuneration to the Board of Directors for the financial year 2025:
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Position |
Annual fee (DKK) |
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Chairman |
240,000 |
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Vice-chairman |
180,000 |
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Board member |
120,000 |
The proposed remuneration is in addition to any economic benefit to the board members pursuant to warrant programs.
b) Proposed resolution to reduce the Company's share capital by cancellation of treasury shares, including consequential amendments to the articles of association
At the extraordinary general meeting of the Company held on 21 January 2025, it was resolved to change the nominal value of the shares of the Company from DKK 0.001 to DKK 1 by way of a reverse share split at a ratio of 1,000:1 to the effect that 1,000 shares of a nominal value of DKK 0.001 each are consolidated into one (1) share of a nominal value of DKK 1.
As a consequence of the reverse share split, the Company holds 234 shares (treasury shares) of a nominal value of DKK 0.001 (which could not be consolidated into a whole number of shares of a nominal value of DKK 1), equal to nominally DKK 0.234 shares.
It is proposed that the share capital of the Company is reduced by nominally DKK 0.234 by cancellation of the 234 shares of a nominal value of DKK 0.001 held by the Company.
The capital reduction is directed against the 234 treasury shares of nominally DKK 0.001 each (as held by the Company). As the capital reduction is completed by way of a cancellation of treasury shares, the capital reduction is completed to make distributions to shareholders, cf. section 188(1), number 2) of the Danish Companies Act. The capital reduction is completed to distribute a total amount of DKK 0.5382, equal to a price of DKK 0.0023 per share with a nominal value of DKK 0.001 which was the price paid by the Company for the treasury shares.
Before completing the capital reduction, the creditors of the Company are given notice requesting them to file their claims against the Company during a 4-week notice period ("proklama") which commence with effect from the date of registration of the capital reduction with the Danish Business Authority, cf. section 192(1) of the Danish Companies Act.
Such notice is given by way of registration in the IT-system of the Danish Business Authority. It is proposed that the general meeting authorises the Board of Directors to complete and register the capital reduction upon expiry of the 4-week notice period and complete the amendments to the articles of association in accordance with the proposed resolution.
Adoption of the proposal will imply that the share capital of the Company is reduced from nominally DKK 3,991,101.234 to DKK 3,991,101, and articles 3.1, 3.2 and 4.4 are amended to the following:
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3.1 |
Selskabet har en selskabskapital på nominelt 3.991.101 kr. |
The share capital of the Company is DKK 3,991,101 nominal value. |
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3.2 |
Selskabskapitalen er fordelt på 3.991.101 kapitalandele med en nominel værdi på 1 kr. pr. kapitalandel. |
The share capital is divided into 3,991,101 shares of a nominal value of DKK 1 per share. |
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4.4 |
Selskabet udsteder ikke ejerbeviser. Kapitalandelene udstedes i papirløs form gennem og registreres hos VP Securities A/S, CVR-nr. 21 59 93 36. |
The Company does not issue share certificates. The shares are issued in paperless form through and registered with VP Securities A/S, CVR no. 21 59 93 36. |
c) Proposed resolution to authorise the Board of Directors to increase the share capital without pre-emption rights for the Company’s shareholders
It is proposed that the Board of Directors, pursuant to clause 155 of the Danish Companies Act, in the period until 1 April 2030 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 2,250,000.
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 5.3 is inserted in the articles of association and clause 5.5 (previously clause 5.3) shall be amended as set out in the draft new articles of association enclosed as Schedule 3 (where the amendments following from adoption of the proposals on the agenda are marked up).
d) Proposed resolution to authorise the Board of Directors to increase the share capital with pre-emption rights for the Company’s shareholders
It is proposed that the Board of Directors, pursuant to clause 155 of the Danish Companies Act, in the period until 1 April 2030 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 5,000,000.
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). 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 5.5 (previously clause 5.3) shall be amended as set out in the draft new articles of association enclosed as Schedule 3 (where the amendments following from adoption of the proposals on the agenda are marked up).
e) Proposed resolution to authorise the Board of Directors to issue warrants without pre-emption rights for the Company’s shareholders and to increase the Company’s share capital in this connection
It is proposed to authorise the Board of Directors in one or more tranches and in the period until 1 April 2030 to issue warrants granting the right to subscribe for up to nominally DKK 1,125,000 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 shareholders. The warrants can be issued below market price, and the exercise price of the warrants can be 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 said warrants.
Adoption of the proposal will imply that a new clause 6.9 is inserted in the articles of association and clause 6.10 (previously clause 6.9) shall be amended as set out in the draft new articles of association enclosed as Schedule 3 (where the amendments following from adoption of the proposals on the agenda are marked up).
Re 7: Proposals from shareholders
The Company has not received any proposals from shareholders.
Majority requirements
Adoption of the proposal set out in items 6b) and 6d) requires that the proposal is passed by at least 2/3 of the votes cast as well as 2/3 of the share capital represented at the general meeting. Adoption of the proposals set out in items 6c) and 6e) 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.
All other items on the agenda are subject to a simple majority of votes. If the vote results in a tie, the proposal is not adopted. 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
Attendance
All shareholders holding shares in the Company on the date of registration at 23:59 (CET) have right to attend and vote at the annual 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 (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 17 April 2025.
In order for a shareholder to attend the annual 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 April 2025 at 23:59 (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 4 and is available at the Company’s website: https://www.dancann.com/general-meetings.
Proxy
Shareholders may exercise their right to vote by proxy. A proxy form is enclosed as Schedule 4 and is available at the Company’s website: https://www.dancann.com/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 23 April 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 annual 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 23 April 2025 at 10:00 am (CET).
All shareholders and proxies may attend the annual 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 4 and is available at the Company’s website: https://www.dancann.com/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 23 April 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 (i) 3,991,101 shares of a nominal value of DKK 1 per share and (ii) 234 shares of a nominal value of DKK 0.001 per share. Each share of a nominal value of DKK 1 carries the right to one (1) vote at the annual general meeting (3,991,101 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 annual general meeting.
Language
The annual general meeting will be conducted in English.
Information at the Company’s website
This notice to convene the annual general meeting, including the agenda, schedules, the annual report of 2024, 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: https://www.dancann.com/general-meetings.
The address of the Company’s website is www.dancann.com.
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The Board of Directors
4 April 2025
