Notice to Extraordinary General Meeting in STENOCARE A/S
STENOCARE A/S
NASDAQ FIRST NORTH GROWTH MARKET, DENMARK
TICKER: STENO
The board of directors hereby convenes the shareholders of STENOCARE A/S to an Extraordinary General Meeting, which will be held:
18 December 2024 at 10.30 AM CET (the doors open at 10.00 AM)
at law firm Lund Elmer Sandager
Kalvebod Brygge 39-41
1560 Copenhagen
With the following agenda:
- Appointment of a chairman of the meeting
- Election of members of the board of directors
- Authorisation to the board of directors
- Amendment of articles of association
- Any other business
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Comments to the agenda:
Item 1 - Appointment of a chairman of the meeting
The board of directors proposes attorney Ulrik Bayer as chairman of the meeting.
Item 2 - Election of members of the board of directors
It is proposed to elect Rolf Steno to the board of directors.
Rolf Steno has extensive experience within business innovation, strategy and global sales. These are competences that are beneficial for STENOCARE to continue the strategy to focus on trading activities and global sales growth of prescription-based medical cannabis.
Item 3 - Authorisations to the board of directors
It is proposed to authorise the board of directors to increase the capital by cash payment. As part of the proposal the board of directors proposes that a clause with the following wording, in all material aspects, are inserted in the articles of association as clause 5.9:
“5.9
The board of directors are in the period until 13 May 2029 authorized to carry out one or more capital increases whereby an aggregate amount of up to nominally DKK 6,560,000, equal to 82,000,000 shares with a nominal value of DKK 0.08, are contributed to the Company by cash payment. The subscription shall be at a preferential subscription price determined by the board of directors.
The authorisation implies that the capital increase must take place by issuing new shares on the terms that the new shares must belong to the existing share class, that the new shares shall be fully paid, that the shares are subscribed in amounts of DKK 0.08, that there are pre-emption rights for existing shareholders, the new shares shall carry right of dividend and other rights in the Company from the date when the shares have been registered with the Danish Business Authority, the transferability of the new shares shall be subject to the same restrictions as apply to the existing shares in the Company in the same share class, that the shares are negotiable instruments, and that the shares are issued in the name of the holder and listed in the company's register of owners.
The board of directors can make the changes to the Company's articles of association, which are a necessary consequence of the capital increases made, including deleting this authorisation from the articles of association when the authorisation has been fully utilized or when the deadline has expired.”
Item 4 – Amendment of articles of association
The board of directors proposes to amend the company’s articles of association according to item 3.
Item 5 – Any other business
The board of directors proposes that the chairman of the meeting (with right of substitution) is authorised to file the adopted solutions with the Danish Business Authority and to make such amendments as the Authority finds necessary or appropriate in connection with the registration of the approved suggestions and decisions.
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The Board of Directors of STENOCARE A/S
Introduction
Share capital
At the time of the notice of the general meeting, the Company’s nominal share capital is DKK 1,616,999.76 divided into shares of nominally DKK 0.08 each. Each share of DKK 0.08 carries one vote.
Registration date and shareholders’ voting rights
A shareholder’s right to attend and vote at the General Meeting shall be determined on basis of the shares held by the person on the date of registration. The registration date is Wednesday, 11 December 2024 at 11:59 PM CET.
Admission cards
Shareholders who are entitled to attend the General Meeting and who wish to attend the General Meeting must request an admission card no later than Friday, 13 December 2024 at 11:59 PM CET. Admission cards can be ordered at the "Shareholder Portal" on the STENOCARE website: https://stenocare.com/investor-relations/shareholder-portal/
Admission cards can also be requested in writing by using the proxy form, which is available on the Company’s website, https://stenocare.com/egm-2024-dec/ The completed and signed form must be scanned and sent to Computershare A/S either by email to [email protected] or by ordinary mail to Computershare A/S, Lottenborgvej 26 D, 2800 Kgs. Lyngby, Denmark. Proxy forms must be received by Computershare A/S no later than on Friday, 13 December 2024 at 11:59 PM CET.
Please note that admission cards will be sent to the e-mail address specified on registration and must be brought to the general meeting on smartphone/tablet or printed.
Shareholders who have requested an admission card without stating their e-mail address can pick up the admission card at the entrance to the general meeting against presentation of a valid ID.
Shareholders who are unable to attend, can issue a proxy or postal vote via the shareholder portal. The deadline for submitting a proxy is Friday, 13 December 2024 at 11:59 PM CET and the deadline for postal voting is Tuesday, 17 December 2024 at 12 noon CET.
Shareholders can log in to the shareholder portal using MitID or with a user name and password. Shareholders who have not previously changed their user name in the shareholder portal, will often have the same username as their custody account number or VP account number. In some cases, the VP account number consists of the deposit number and a prior identification number on the shareholder’s bank. If in doubt, shareholders can ask their bank (deposit bank).
Proxy
Subject to having requested an admission card, shareholders may attend the general meeting in person or by proxy. Proxies may be submitted by one of the following ways:
- Electronically through the “Shareholder Portal” under the menu “Investor” on the Company’s website, https://stenocare.com/investor-relations/shareholder-portal/
- In writing by using the proxy form, which is available on the Company’s website, https://stenocare.com/egm-2024-dec/ . The completed and signed form must be scanned and sent to Computershare A/S either by email to [email protected] or by ordinary mail to Computershare A/S, Lottenborgvej 26 D, 2800 Kgs. Lyngby, Denmark. Proxy forms must be received by Computershare A/S no later than on Friday, 13 December 2024 at 11:59 PM CET. It is possible to submit either proxy or vote by correspondence, cf. below, but not both. The right to attend and vote by proxy is subject to presentation of appropriate identification. If appropriate identification is not presented, attendance and/or voting right may be rejected.
Please use the Proxy form available on the STENOCARE website:
https://stenocare.com/egm-2024-dec/ (Menu: General Meeting).
Voting by correspondence
Shareholders who are not able to attend the general meeting may vote by correspondence. Votes by correspondence may be submitted by one of the following ways:
- Electronically through the “Shareholder Portal” under the menu “Investor” on the Company’s website, https://stenocare.com/investor-relations/shareholder-portal/
- In writing by using the proxy form, which is available on the Company’s website, https://stenocare.com/egm-2024-dec/ . The completed and signed form must be scanned and sent to Computershare A/S either by email to [email protected] or by ordinary mail to Computershare A/S, Lottenborgvej 26 D, 2800 Kgs. Lyngby, Denmark. A vote by correspondence must be received by Computershare A/S no later than on Tuesday, 17 December 2024 at 12 noon CET. It is possible to submit either proxy or vote by correspondence, cf. below, but not both. The right to attend and vote by proxy is subject to presentation of appropriate identification. If appropriate identification is not presented, attendance and/or voting right may be rejected.
Please use the Voting by correspondence form available on the STENOCARE website: https://stenocare.com/egm-2024-dec/ (Menu: General Meeting).
Additional information
Until and including the day of the general meeting, additional information regarding the general meeting will be available on the Company’s website, https://stenocare.com/egm-2024-dec/ including:
- The notice to convene the general meeting, including the agenda and the complete proposals and Appendices;
- The proxy/voting by correspondence form for use in connection with voting by proxy or by correspondence.
The general meeting will be held in Danish. In connection with the general meeting, water, tea and coffee will be served.
Questions from shareholders
Please use the “Ask questions” online form available on the STENOCARE website: https://stenocare.com/egm-2024-dec/ (Menu: General Meeting)
Personal data
With regards to collection and processing of personal data for the General Meeting, these are handled, stored and deleted in accordance with the General Data Protection Regulation (GDPR).