CS MEDICA A/S: Minutes of Extraordinary General Meeting

CS MEDICA Approves Key Proposals at Extraordinary General Meeting

CS MEDICA (”CS MEDICA” or “The Company”) is pleased to announce the successful approval of several key proposals at its Extraordinary General Meeting (EGM) held on 12 November 2024. The following resolutions were approved by the shareholders:

Re 1. Election of the Chairman of the Meeting
The EGM resolved to elect Flemming Heegaard as chairman of the meeting.

Re 2. Distribution of CANNORDIC Shares to CS MEDICA Shareholders
The EGM approved the distribution of 1 (one) share in CANNORDIC for every 200 shares held by CS MEDICA shareholders as of the EGM date. Furthermore, all shareholders will have the opportunity to purchase pre-IPO shares at a 20% discount.

Re 3. Conversion of Receivables in CANNORDIC A/S
The EGM resolved to convert the Company’s receivables of DKK 15,000,000, as of 30 September 2024, from the subsidiary CANNORDIC A/S into share capital in CANNORDIC A/S.

Re 4. Conversion of Receivables in Galaxa Pharma A/S
The EGM resolved to convert the Company’s receivables of DKK 500,000, as of 30 September 2024, from the subsidiary Galaxa Pharma A/S into share capital in Galaxa Pharma A/S.

Re 5. Debt Conversion for German Investors
The EGM approved a capital increase of 114,170 shares at DKK 3.36 per share, totaling DKK 383,771, received by 30 September 2024, from German investors.

Re 6. Debt Conversion Agreement with Nina Henriksen
The EGM resolved to convert a debt of DKK 681,500, as of 30 September 2024, into equity through a share issuance to Nina Henriksen, at a conversion rate of DKK 3.00 per share, resulting in an issuance of 227,167 shares.

Re 7. Debt Conversion Agreement with Founders
The EGM resolved to convert debt of DKK 1,000,002 owed to each of the two founders as of 30 September 2024 into equity through a share issuance to Lone Henriksen and Gitte Lund Henriksen. With a conversion rate of DKK 3.00 per share, this results in the issuance of 333,334 shares to each founder, totaling 666,668 shares.

Re 8. Authorization for Additional Capital Increase
The EGM resolved to authorize the board to implement an additional cash capital increase of €200,000 at a share price aligned with the share price on the date of signing the Share Purchase Agreement.

Re 9. Warrant Program
The EGM resolved to activate a new warrant program, authorizing the board to issue warrants entitling holders to subscribe to shares with a nominal value of DKK 0.065. These incentive warrants will be available to the board, management, and key employees as part of payroll compensation.

Re 10. Update to the Bonus Warrants Program
The EGM resolved to update the bonus warrant program, authorizing the issuance of an additional 275,000 warrants to the director of CANNORDIC India and a new salesperson at CANNORDIC A/S. Each warrant grants the holder the right to subscribe to one share with a nominal value of DKK 0.065, based on the share price on the last day of the fiscal year, as a replacement for bonus compensation.

Re 11. Amendment of Articles of Association
The EGM resolved to authorize the board to make necessary capital increases and adjustments to the Company’s Articles of Association to facilitate the implementation of the above resolutions.
 

The total number of votes as of the date of this Statement is 13,805,305, of which 63%, equal to 8,700,630 votes, were represented at the EGM. The resolutions were approved unanimously by all shareholders represented at the EGM.