Press release from Companies
Published: 2025-10-06 18:01:00
The Board of Directors hereby convenes an extraordinary general meeting of DanCann Pharma A/S, CVR-no. 39 42 60 05 ("Company"), to be held on
Tuesday, 21 October 2025 at 09:00 am (CET)
at DanCann Pharma A/S’ address, Rugvænget 5, 6823 Ansager, Denmark
The agenda for the extraordinary general meeting is as follows:
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Proposal to approve the board of directors’ resolution of 6 October 2025 to apply for a voluntary delisting of the Company’s shares from Spotlight Stock Market and adopt amendments to the Company’s articles of association. (proposed by the board of directors) |
Pursuant to art. 11.20 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 1: Proposal to approve the board of directors’ resolution of 6 October 2025 to apply for a voluntary delisting of the Company’s shares from Spotlight Stock Market and adopt amendments to the Company’s articles of association
The board of directors of the Company has today resolved to submit an application to Spotlight Stock Market for a voluntary delisting of the Company’s shares from Spotlight Stock Market pursuant to section 6.3 of the Spotlight Stock Market Regulations, subject to approval by this extraordinary general meeting by a majority of least 2/3 of the votes cast as well as 2/3 of the share capital represented at the general meeting.
Accordingly, it is proposed that the extraordinary general meeting (i) approves the board of directors’ resolution to apply for a voluntary delisting of the Company’s shares from Spotlight Stock Market and (ii) adopts the amendments to the Company’s articles of association set out in mark-up in draft new articles of association attached as Schedule 1 (said amendments enabling the delisting of the Company’s shares).
The board of directors has carefully evaluated the Company’s current circumstances, and the board of directors is of the opinion that the proposed delisting is in the best interest of both the Company and its shareholders, inter alia due to the following reasons:
Reference is made to press release "DanCann Pharma A/S has resolved to apply for delisting from Spotlight Stock Market, subject to approval by the general meeting" of 6 October 2025 for a detailed background and the rationale behind the proposal and further information of the proposed delisting.
The proposed amendments to the articles of association enable the delisting of the Company’s shares, and these ensure, inter alia, that the Company’s shares will be freely transferable also after the delisting.
If this proposal is approved by the extraordinary general meeting, the board of directors expects to submit an application for delisting of the Company’s shares to Spotlight Stock Market on 7 January 2026.
Provided that Spotlight Stock Market approves the application for delisting, the last day of trading is expected to be on 22 January 2026.
The shares can be traded on Spotlight Stock Market in accordance with Spotlight Stock Market’s Regulations up to and including the last trading day.
A delisting of the Company’s shares from trading on Spotlight Stock Market will imply that the Company’s shares cannot be traded on Spotlight Stock Market, and trading in the Company’s shares will take place over-the-counter ("OTC").
Tentative time plan for the delisting:
7 January 2026 | Application for delisting submitted to Spotlight Stock Market |
8 January 2026 | Spotlight Stock Market approves the delisting and announces the last day of trading of the Company’s shares on Spotlight Stock Market |
8 January 2026 | The Company publishes a press release regarding the approval of the delisting and the last day of trading |
22 January 2026 | Expected last day of trading for the Company’s shares on Spotlight Stock Market |
Majority requirements
Adoption of the proposal set out in item 1 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.
Attendance, proxy and postal vote
Attendance
All shareholders holding shares in the Company on the date of registration at 23:59 pm (CET) have right to attend and vote at the extraordinary 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 pm (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 14 October 2025.
In order for a shareholder to attend the extraordinary general meeting, the shareholder must submit a request for an admission card, and such request must be received by the Company no later than 17 October 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 2 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 2 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 20 October 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 extraordinary 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 20 October 2025 at 10:00 am (CET).
All shareholders and proxies may attend the extraordinary 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 item on the agenda. Postal voting form is enclosed as Schedule 2 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.comor by physical post to the Company’s address, Rugvænget 5, 6823 Ansager, Denmark.
Postal votes must be received by the Company no later than 20 October 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. The share capital is divided into 3,991,101 shares of a nominal value of DKK 1 per share. Each share of a nominal value of DKK 1 carries the right to one (1) vote at the extraordinary 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 the item 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 extraordinary general meeting.
Language
The extraordinary general meeting will be conducted in English.
Information at the Company’s website
This notice to convene the extraordinary general meeting, including the agenda, schedules, 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
6 October 2025