DanCann Pharma A/S: MINUTES OF ANNUAL GENERAL MEETING
held in DanCann Pharma A/S, CVR-no. 39 42 60 05 (“Company”)
Tuesday, 30 May 2023 at 09:00 am (CET)
On 30 May 2023 at 09:00 am (CET), the annual general meeting of 2023 was held in the Company at the Company’s address, Rugvænget 5, 6823 Ansager, Denmark.
The agenda for the annual general meeting was as follows:
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- The chairman’s report on the activities of the Company in the past financial year
- Adoption of the annual report for 2022
- Covering of loss pursuant to the adopted annual report for 2022
- Election of members of the Board of Directors
- Election of auditor
- Proposals from the Board of Directors
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- Proposed resolution regarding the level of remuneration to the Board of Directors for the financial year 2023
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- Proposals from shareholders
- Miscellaneous
Lawyer Michael Kristensen was appointed chairman of the meeting pursuant to clause 12.20 of the Company’s articles of association.
The chairman of the meeting announced that the general meeting had been duly convened, as the notice of the annual general meeting was given on 12 May 2023. The chairman of the meeting described the formal requirements with respect to the notice and concluded that these were met. The chairman of the meeting stated that the maximum number of votes on the general meeting was 67,145,245 votes and that a total of 5,983,693 votes were represented divided between 5,913,693 votes by post (written votes) and 70,000 votes by those shareholders in physical attendance.
The chairman concluded that the general meeting formed a quorum with respect to the agenda.
Re 1
Carsten Trads, chairman of the board of directors, gave a report of the activities of the Company during the past year, 2022.
The report was duly noted by the general meeting.
Re 2
The Board of Directors proposed that the annual report for 2022 is adopted.
Carsten Trads, chairman of the board of directors, and Jeppe Krog Rasmussen, CEO, presented the annual report for 2022 and provided a number of comments relating to the report.
The annual report for 2022 was adopted with 5,913,693 votes, and shareholders holding 70,000 votes abstained from voting.
Re 3
The Board of Directors proposed that the loss for the financial year 2022 of tDKK 16,064 is carried forward to the next financial year in accordance with the adopted annual report.
This proposal, that the loss for the financial year 2022 of tDKK 16,064 is carried forward to the next financial year in accordance with the annual report for 2022, was adopted with 5,913,693 votes, and shareholders holding 70,000 votes abstained from voting.
Re 4
The Board of Directors proposed re-election of the following board members:
- Carsten Trads
- Christian Carlsen
- Jeppe Krog Rasmussen
- Alexander Schoeneck
Further, the Board of Director proposes election of:
- Louise Bertelsen Forman
as a new additional board member.
Carsten Trads, Christian Carlsen, Jeppe Krog Rasmussen and Alexander Schoeneck were re-elected as board members and Louise Bertelsen Forman was elected as a new board member by uncontested election.
For the purposes of these minutes, it was noted that the Board of Directors subsequently elected Carsten Trads as chairman of the Board of Directors and Christian Carlsen as vice-chairman of the Board of Directors.
Re 5
The Board of Directors proposed re-election of Deloitte Statsautoriseret Revisionspartnerselskab, CVR-no. 33 96 35 56, Dokken 8, 6700 Esbjerg, as the Company’s auditor.
Deloitte Statsautoriseret Revisionspartnerselskab was re-elected as the Company’s auditor by uncontested election.
Re 6a)
The Board of Directors proposed the following level of remuneration to the Board of Directors for the financial year 2023:
| Position | Annual fee (DKK) |
| Chairman | 240,000 |
| Vice chairman | 180,000 |
| Board member | 120,000 |
The proposed remuneration is in addition to any economic benefit to the board members pursuant to existing warrant programs.
The proposed resolution was adopted with 5,913,693 votes, and shareholders holding 70,000 votes abstained from voting.
Re 7
No proposals from shareholders were received.
Re 8
Shareholders attending the general meeting asked about the Company’s budget for 2023. CEO Jeppe Krog Rasmussen accounted for the Company’s budget for 2023 to the extent already disclosed to the market.
There was no other business to be attended.
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The meeting was closed.
Chairman of the meeting:
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Michael Kristensen
About DanCann Pharma
DanCann Pharma A/S (SS: DANCAN) (OTCQB: DCPXF) was founded in 2018 and is a Danish biopharmaceutical Company powered by cannabinoids. DanCann Pharma is a licensed production and distribution Company.
The Company focuses on discovering, developing, manufacturing, and commercializing new therapeutic cannabinoids in a wide range of disease areas.
DanCann Pharma is EU-GMP-approved by the Danish Medicines Agency under the Danish Pilot Programme for medical cannabis, and have, among other things, license for manufacturing, export, import and distribution. The DanCann Pharma group also owns the subsidiary CannGros ApS, which is the market leader in Denmark with the import and distribution of the products Bedrocan®, Bedica® and Bediol® to all the Danish pharmacies.
DanCann Pharma A/S (SS: DANCAN) is listed on the Spotlight Stock Market in Copenhagen/Stockholm and side listed on OTCQB Venture Market in USA (OTCQB: DCPXF).
For more information, visit: www.dancann.com
For further information, please contact:
Jeppe Krog Rasmussen, CEO
E-mail: [email protected]
Website: www.dancann.com
Forward-looking-statement:
Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events, or developments that the Company believes, expects, or anticipates will or may occur in the future (including, without limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or the negative of these words or other variations on these words or comparable terminology.
Forward-looking statements are subject to several risks and uncertainties, many of which are beyond the Company's ability to control or predict, that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the inability of the Company, to obtain sufficient financing to execute the Company’s business plan; competition; regulation and anticipated and unanticipated costs and delays, the success of the Company’s research strategies, the applicability of the discoveries made therein, the successful and timely completion and uncertainties related to the regulatory process, the timing and outcomes of regulatory or intellectual property decisions and other risks disclosed in the Company's public disclosure record on file with the relevant securities regulatory authorities.
Although the Company has attempted to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. The forward-looking statements included in this presentation are made as of the date of this presentation and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.
