CS MEDICA A/S: Notice of Extraordinary General Meeting

The shareholders of CS MEDICA A/S ("CS MEDICA" or the "Company") are hereby notified of an Extraordinary General Meeting to be held on Tuesday, 12 November 2024, at 15:00 via TEAMS.

Proposed Agenda

1. Election of the chairman of the meeting.
2. Distribution of CANNORDIC Shares to CS MEDICA Shareholders
   Proposal to distribute 1 share in CANNORDIC for every 200 shares held by CS MEDICA shareholders as of the EGM date. Additionally, all shareholders will be offered the opportunity to purchase pre-IPO shares at a 20% discount.
3. Conversion of Receivables in CANNORDIC A/S
   Proposal 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.
4. Conversion of Receivables in Galaxa Pharma A/S
   Proposal 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.
5. Debt Conversion German Investors
   Proposal for a cash capital increase of 114,170 shares at DKK 3.36 per share, totaling DKK 383,771, received by 30 September 2024, to German investors.
6. Debt Conversion Agreement with Nina Henriksen
   Proposal to convert a debt amounting to DKK 681,500 as of 30 September 2024 into equity through a share issuance to Nina Henriksen, with a conversion rate of DKK 3.00 per share, equal to 227.167 shares.
7. Debt Conversion Agreement with Founders
   Proposal 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. The conversion rate of DKK 3.00 per share will result in an issuance of 333,334 shares to each founder, totaling 666,668 shares.
8. Authorization for Additional Capital Increase
   Proposal to authorize the board for 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.
9. Warrant Program
   Proposal to activate a new warrant program, authorizing the board to issue warrants, each 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 payroll compensation.
10. Update to the Bonus Warrants Program
    Proposal 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.
11. Amendment of Articles of Association
    Proposal to authorize the board to make necessary capital increases and adjustments to the Company’s Articles of Association to ensure the implementation of the above resolutions.

Ad 2: Further Details
For shareholders who currently hold fewer than 200 CS MEDICA shares or are just short of meeting a 200-share increment, there is the option to increase their holdings up until the EGM date to qualify for additional CANNORDIC shares in the distribution. A special announcement will follow this notice, providing all necessary information for shareholders regarding this distribution and the pre-IPO share purchase opportunity at a 20% discount. This ensures shareholders are fully informed and able to participate in both the distribution and the discounted share purchase.

The Issue costs related to the capital increases are expected to be approximately DKK 30.000.

The total number of votes as of the date of this notice is 13.805.305. The board has already received 8.700.630 positive votes, corresponding to 63%.

Registration
The registration date is 1 November 2024. Only shareholders registered on this date are entitled to participate and vote at the Extraordinary General Meeting.

Shareholders wishing to attend must request an admission card no later than 10 November 2024, at 11:59 PM CET. Requests should be made to Gitte Lund Henriksen at [email protected]. Admission cards can also be requested for proxy holders under the same guidelines. Proxy and postal voting forms are available on the Company’s website and must be brought to the meeting by the proxy holder.

Participation
The Extraordinary General Meeting will be held on 12 November 2024, at 10:00 via TEAMS. Shareholders with shares registered in the name of a nominee must re-register their shares in their own names in the share register no later than 1 November 2024 to participate and vote.

Shareholders have the right to ask questions about agenda items, which can be submitted in writing before the meeting or asked during the meeting.