Dancann Pharma

Thursday, 24 April 2025 at 09:00 am (CET)

On 24 April 2025 at 09:00 am (CET), the annual general meeting of 2025 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:

0. 1. 1. 1. 1. 1. 1. The chairman's report on the activities of the Company in the past financial year
                  2. Adoption of the annual report for 2024
                  3. Covering of loss pursuant to the adopted annual report for 2024
                  4. Election of members of the Board of Directors
                  5. Election of auditor
                  6. Proposals from the Board of Directors
1. Proposed resolution regarding the level of remuneration to the Board of Directors for the financial year 2025
2. Proposed resolution to reduce the Company's share capital by cancellation of treasury shares, including consequential amendments to the articles of association
3. Proposed resolution to authorise the Board of Directors to increase the Company's share capital without pre-emption rights for the Company's shareholders
4. Proposed resolution to authorise the Board of Directors to increase the Company's share capital with pre-emption rights for the Company's shareholders
5. Proposed resolution to authorise the Board of Directors to issue warrants without pre-emption rights for the Company's shareholders and to increase the Company's share capital in this connection

7. Proposals from shareholders
8. Miscellaneous

Attorney-at-law 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 4 April 2025. The chairman of the meeting described the formal requirements with respect to the notice and concluded that these were met.

The maximum number of votes on the general meeting was 3,991,101 votes, and a total of 200,000 votes were represented at the general meeting, all by 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, 2024.

The report was duly noted by the general meeting.

Re 2

The Board of Directors proposed that the annual report for 2024 is adopted.

Carsten Trads, chairman of the board of directors, and Jeppe Krog Rasmussen, CEO, presented the annual report for 2024.

The annual report for 2024 was adopted unanimously and with all votes cast.

Re 3

The Board of Directors proposed that the loss for the financial year 2024 of tDKK 8,379 is carried forward to the next financial year in accordance with the adopted annual report.

This proposal, that the loss for the financial year 2024 of tDKK 8,379 is carried forward to the next financial year in accordance with the annual report for 2024, was adopted unanimously and with all votes cast.

Re 4

The Board of Directors proposed re-election of all existing board members:

• Carsten Trads
• Christian Carlsen
• Jeppe Krog Rasmussen
• Jes Lunde

Carsten Trads, Christian Carlsen, Jeppe Krog Rasmussen and Jes Lunde were re-elected as board members by uncontested election.

The Board of Directors 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, 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 2025:

The proposed remuneration is in addition to any economic benefit to the board members pursuant to warrant programs.

The proposal was adopted unanimously and with all votes cast.

Re 6b)

At the extraordinary general meeting of the Company held on 21 January 2025, it was resolved to change the nominal value of the shares of the Company from DKK 0.001 to DKK 1 by way of a reverse share split at a ratio of 1,000:1 to the effect that 1,000 shares of a nominal value of DKK 0.001 each are consolidated into one (1) share of a nominal value of DKK 1.

As a consequence of the reverse share split, the Company holds 234 shares (treasury shares) of a nominal value of DKK 0.001 (which could not be consolidated into a whole number of shares of a nominal value of DKK 1), equal to nominally DKK 0.234 shares.

It was proposed that the share capital of the Company is reduced by nominally DKK 0.234 by cancellation of the 234 shares of a nominal value of DKK 0.001 held by the Company.

The capital reduction is directed against the 234 treasury shares of nominally DKK 0.001 each (as held by the Company). As the capital reduction is completed by way of a cancellation of treasury shares, the capital reduction is completed to make distributions to shareholders, cf. section 188(1), number 2) of the Danish Companies Act. The capital reduction is completed to distribute a total amount of DKK 0.5382, equal to a price of DKK 0.0023 per share with a nominal value of DKK 0.001 which was the price paid by the Company for the treasury shares.

Before completing the capital reduction, the creditors of the Company are given notice requesting them to file their claims against the Company during a 4-week notice period ("proklama") which commence with effect from the date of registration of the capital reduction with the Danish Business Authority, cf. section 192(1) of the Danish Companies Act. Such notice is given by way of registration in the IT-system of the Danish Business Authority.

It was proposed that the general meeting authorises the Board of Directors to complete and register the capital reduction upon expiry of the 4-week notice period and complete the amendments to the articles of association in accordance with the proposed resolution.

Adoption of the proposal will imply that the share capital of the Company is reduced from nominally DKK 3,991,101.234 to DKK 3,991,101, and articles 3.1, 3.2 and 4.4 are amended to the following:

Draft new articles of association were presented.

The proposal was adopted unanimously and with all votes cast.

Re 6c)

It was proposed that the Board of Directors, pursuant to clause 155 of the Danish Companies Act, in the period until 1 April 2030 is authorised to issue shares in the Company and thereby increase the share capital in one or more issues of new shares without pre-emption rights for the Company's existing shareholders by up to a nominal amount of DKK 2,250,000.

The capital increase can be by way of cash contribution, contribution in kind and/or conversion of debt (to be decided by the Board of Directors) and can be below market price.

Shares issued pursuant to this authorisation shall be issued in the name of the holder and registered in the Company's register of shareholders, be fully paid up, be negotiable instruments, there shall be no restrictions on the negotiability of the shares, and the shares shall in every respect carry the same rights as the existing shares.

The Board of Directors is authorised to lay down the terms and conditions for the capital increases pursuant to this authorisation and to make such amendments to the Company's articles of association as may be required as a result of the Board of Directors' exercise of said authorisation.

Adoption of the proposal will imply that a new clause 5.3 is inserted in the articles of association and clause 5.5 (previously clause 5.3) shall be amended as set out in the draft new articles of association presented at the meeting.

The proposal was adopted unanimously and with all votes cast.

Re 6d)

It was proposed that the Board of Directors, pursuant to clause 155 of the Danish Companies Act, in the period until 1 April 2030 is authorised to issue shares in the Company and thereby increase the share capital in one or more issues of new shares with pre-emption rights for the Company's existing shareholders by up to a nominal amount of DKK 5,000,000.

The capital increase can be by way of cash contribution, contribution in kind and/or conversion of debt (to be decided by the Board of Directors). The capital increase can be below market price.

Shares issued pursuant to this authorisation shall be issued in the name of the holder and registered in the Company's register of shareholders, be fully paid up, be negotiable instruments, there shall be no restrictions on the negotiability of the shares, and the shares shall in every respect carry the same rights as the existing shares.

The Board of Directors is authorised to lay down the terms and conditions for the capital increases pursuant to this authorisation and to make such amendments to the Company's articles of association as may be required as a result of the Board of Directors' exercise of said authorisation.

Adoption of the proposal will imply that a new clause 5.4 is inserted in the articles of association and clause 5.5 (previously clause 5.3) shall be amended as set out in the draft new articles of association presented at the meeting.

The proposal was adopted unanimously and with all votes cast.

Re 6e)

It was proposed to authorise the Board of Directors in one or more tranches and in the period until 1 April 2030 to issue warrants granting the right to subscribe for up to nominally DKK 1,125,000 shares in the Company, and to authorise the Board of Directors to resolve the related capital increase.

The warrants can be issued without pre-emption rights for the Company's shareholders. The warrants can be issued below market price, and the exercise price of the warrants can be below market price.

Warrants, which lapse unexercised or are returned to the Company, can be reissued pursuant to and on the terms in this authorisation.

Shares that are subscribed for on the basis of warrants issued pursuant to this authorisation shall be issued in the name of the holder and registered in the Company's register of shareholders, be fully paid up, be negotiable instruments, there shall be no restrictions on the negotiability of the shares, and the shares shall in every respect carry the same rights as the existing shares.

It was further proposed to authorise the Board of Directors to lay down the more specific conditions for the distribution and issuance of said warrants.

Adoption of the proposal will imply that a new clause 6.9 is inserted in the articles of association and clause 6.10 (previously clause 6.9) shall be amended as set out in the draft new articles of association presented at the meeting.

The proposal was adopted unanimously and with all votes cast.

Re 7

No proposals from shareholders were received.

Re 8

There were no questions or comments under this item on the agenda.

There was no other business to be attended.

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The meeting was closed.

Chairman of the meeting:

__________________________
Michael Kristensen