NASDAQ FIRST NORTH GROWTH MARKET,
TICKER: STENO
Annual general meeting
On
Agenda:
- Appointment of a chairman of the meeting
- Report of the chairman of the board of directors
- Presentation of the annual report together with a resolution for its adoption
- Resolution to appropriate the profit or cover the loss
- Election of members of the board of directors
- Appointment of an auditor
- Authorisations to the board of directors
- Amendment of articles of association
- Any other business
Re. 1 Appointment of a chairman
The chairman of the meeting noted that out of a total of 1,452,139.84 share capital (excluding the company's own shares) 414,463.76 were represented and out of a total of 18,151,748 voting rights 5,180,797 were represented - either in person or by a power of attorney. On this basis the chairman found that the annual general meeting was quorum. The chairman further stated that the annual general meeting was duly summoned.
Re. 2 Report of the chairman of the board of directors
The chairman of the board of directors submitted its report on the company's operations from
Re. 3 Presentation of the annual report together with a resolution for its adoption
The company's annual report for the period from
The resolution was adopted unanimously and by all votes represented.
Re. 4 Resolution to appropriate the profit or cover the loss
The annual report showed that the loss for the year amounted to
The resolution was adopted unanimously and by all votes represented.
Re. 5 Election of members of the board of directors
The proposal implies to re-elect the current board of directors consisting of chairman
The resolution was adopted unanimously and by all votes represented.
Re. 6 Appointment of an auditor
A resolution was proposed to appoint EY Godkendt Revisionspartnerselskab, Dirch Passers Alle 36, 2000 Frederiksberg, CVR 30700228 as the company's auditors.
The resolution was adopted unanimously and by all votes represented.
Re. 7 Authorisations to the board of directors
Proposal 1
A resolution was proposed to authorise the board of directors to issue warrants one or more times to the employees of the Company. 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 clause 5.1 to replace the current clause 5.1:
"5.1 Authorization to the Board of Directors to issue Warrants with the corresponding capital increase
On the
The Board of Directors are authorized to make capital increases resulting from the Board of Directors exercising of its authorization.
Allocation of warrants cannot be made to the Company's Board of Directors, Management or the Company's original founders.
The Board of Directors' authorization is valid until
The authorization means that the Board of Directors is entitled to issue warrants one or more times, giving the stated employees the right to subscribe for up to 400,000 shares in the Company of
The authorization implies that the capital increase must be made by issuing new shares, that the new shares must be paid in cash and in full, that the new shares must belong to the same capital class as the existing shares, that the new shares are subscribed for in sizes of
The board of directors is entitled to make such changes and amendments to the articles of association as may be required as a result of the exercise of the authorisation and to have the changes registered with the
The warrants issued pursuant to this authorisation are issued on the terms set out in the warrant program attached as appendix 5.1."
Proposal 2
A resolution was 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 clause 5.2.1 to replace the current clause 5.2.1:
"5.2.1
The board of directors are in the period until
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
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."
Proposal 3
A resolution was proposed to authorise the board of directors to increase the capital by conversion of debt. 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 clause 5.2.2 to replace the current clause 5.2.2:
"5.2.2
The board of directors are in the period until
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
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."
Proposal 4
A resolution was proposed to authorise the board of directors to increase the capital by payment in other values than cash. 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 clause 5.2.3 to replace the current clause 5.2.3:
"5.2.3
The board of directors are in the period until
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
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."
Proposal 5
A resolution was proposed to limit the proposed clauses 5.2.1-5.2.3. 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 clause 5.2.4 to replace the current clause 5.2.4:
"5.2.4
The board of directors' exercise of the authorisations in clauses 5.2.1, 5.2.2 and 5.2.3 cannot collectively exceed a potential increase of the company's nominal share capital - on one or more times - by more than nominally
Proposal 6
A resolution was proposed to authorise the board of directors to issue warrants simultaneously with a capital increase in accordance with clause 5.2.1, 5.2.2 and/or 5.2.3. 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 clause 5.2.6:
"5.2.6
Simultaneously with a capital increase in accordance with clause 5.2.1, 5.2.2 and/or 5.2.3, and as an integrate part the board of directors is authorised until
The warrants issued pursuant to this authorisation are issued on the terms set out in the warrant program attached as appendix 5.2.6.
The authorisation implies that both the capital increase and the new shares (warrants) are issued on the terms that the new shares must belong to the existing capital class, that the capital shares are subscribed in amounts of
The board of directors is entitled to make such changes and amendments to the articles of association as may be required as a result of the exercise of the authorisation and to have the changes registered with the
Proposal 7
A resolution was proposed to authorise the board of directors to issue warrants. 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 clause 5.4 to replace the current clause 5.4:
"5.4
The board of directors is authorised in the period up to and including
Warrants must give the participants the right to subscribe for shares in the company at a market price determined by the board of directors. The warrants issued pursuant to this authorisation are issued on the terms set out in the warrant program attached as appendix 5.4.
The board of directors is authorised to increase the company's nominal share capital one or more times by up to a total of nominally
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 capital class, that the capital shares are subscribed in amounts of
The board of directors is authorised to make the necessary changes to these articles of association in connection with the issuance of warrants in accordance with the authorisation of the general meeting and in the exercise of warrants by the participants. The board is also authorised to arrange for the issuance of warrants, amendments to the articles of association as a result of the issuance of warrants and the corresponding capital increase to be registered with the
Proposal 8
A resolution was proposed to limit clause 5.3.b and the proposed clause 5.4. 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 clause 5.6 to replace the current clause 5.6:
"5.6
The board of directors' exercise of the authorisations in clauses 5.3.b and 5.4 cannot collectively exceed a potential increase of the company's nominal share capital - on one or more times - by more than nominally
After the board of director's exercise of the authorizations in clause 5.3.b and 5.4 (noted below the clauses), an authorization in accordance with clause 5.3.b and 5.4 of nominally
Proposal 9
A resolution was proposed to authorise the board of directors to issue convertible loans. 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 clause 5.8.1:
"5.8.1
The board of directors is authorised in the period up to and including
The main terms for the convertible loans issued pursuant to this authorisation are attached as (appendix 5.8.1). The board of directors are authorised to complete the outstanding terms in appendix 5.8.1 in relation to what the board of directors considers to be the market conditions at the time of the issuance of the convertible loan.
The board of directors is authorised to increase the company's nominal share capital one or more times by up to a total of nominal
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
The board of directors is entitled to make such changes and amendments to the articles of association as may be required as a result of the exercise of the authorisation and to have the changes registered with the
The board is entitled to reuse the authorisation so that new convertible loans can be taken out to repay the convertible loans that have already been taken out in accordance with this authorisation."
Proposal 10
A resolution was proposed to authorise the board of directors to issue warrants simultaneously with conversion of the convertible loans to shares. 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 clause 5.8.2:
"5.8.2
Simultaneously with a conversion of the convertible loans to shares, and as an integrate part the board of directors is authorised until
The warrants issued pursuant to this authorisation are issued on the terms set out in the warrant program attached as appendix 5.8.2.
The authorisation implies that both the capital increase and the new shares (warrants) are issued on the terms that the new shares must belong to the existing capital class, that the capital shares are subscribed in amounts of
The board of directors is entitled to make such changes and amendments to the articles of association as may be required as a result of the exercise of the authorisation and to have the changes registered with the
Re. 8 Amendment of articles of association
A resolution was proposed to amend the company's articles of association in accordance with what is passed under item 7, to delete clause 5.5 and to update clause 5.7 with what has been exercised under the clause.
The resolution was adopted unanimously and by all votes represented.
Re. 9 Any other business
There was no further business to be transacted.
The shareholders resolved to grant
*****
The general meeting closed.
As chairman
For additional information regarding STENOCARE A/S, please contact:
Thomas Skovlund Schnegelsberg, CEO
Phone: +45 31770060
E-mail: presse@stenocare.com
STENOCARE's Certified Adviser is
E-mail: info@keswickglobal.com
About STENOCARE A/S
STENOCARE A/S was founded in 2017 with the purpose of being an active participant in the Danish medical cannabis pilot program. The company was first to receive the Danish Medicines Agency's permission to import, distribute as well as cultivate and produce medical cannabis. The company was the first to offer medical cannabis oil products to Danish patients. STENOCARE is also developing a separate production facility for the cultivation and production of medical cannabis at the company's premises in Jutland, Denmark.
www.stenocare.dk www.stenocare.com
https://news.cision.com/stenocare/r/communique-from-the-annual-general-meeting-of-stenocare,c3980110
https://mb.cision.com/Main/17551/3980110/2796951.pdf
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