STENOCARE A/S
NASDAQ FIRST NORTH GROWTH MARET, DENMARK
TICKER: STENO
On 29 April 2026 annual general meeting of shareholders of STENOCARE A/S, CVR no. 39024705, was held at Lund Elmer Sandager Law Firm, Kalvebod Brygge 39-41, DK-1560 København V with the following agenda:
Agenda:
- Appointment of a chairman of the meeting
- Report of the chairman of the board of directors
- Presentation of the audited annual report together with a resolution for its adoption
- Resolution to appropriate the profit or cover the loss
- Proposals from the Board of Directors
- Change of paragraph 5.1 in the Articles of Association
- Merger of the 100% owned subsidiary CannGros ApS and Stenocare A/S with Stenocare A/S as the continuing company
- Election of members of the board of directors
- Appointment of an auditor
- Any other business
Re. 1 Appointment of a chairman
Ulrik Bayer, attorney-at-law, was appointed chairman of the meeting.
The Chair of the meeting noted that out of a total of 3,455,678.24 share capital (excluding the company's own shares) 860,754.13 were represented and out of a total of 43,195,978 voting rights 10,759,427 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 1 January 2025 to 31 December 2025. The shareholders noted the report without objections.
Re. 3 Presentation of the annual report together with a resolution for its adoption
The company's annual report for the period from 1 January 2025 to 31 December 2025 was presented together with a resolution for its adoption.
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 DKK -2,390,531. The board of directors proposed a resolution to transfer DKK -2,390,531 to retained earnings and to pay out DKK 0 as dividends.
The resolution was adopted unanimously and by all votes represented.
Re. 5 a Change of paragraph 5.1 in the Articles of Association
The Chair of the Board presented the proposal pursuant to which the following is deleted from Article 5.1 of the Articles of Association:
Allocation og warrants cannot be made to the Company's Board of Directors, Management or the Company's original founders.
The proposal was unanimously adopted.
Re. 5 bMerger of Stenocare A/S and the 100% owned subsidiary CannGros ApS with Stenocare A/S as the continuing company
The Chair Board of the Board presented the proposal pursuant to which Stenocare A/S and CannGros ApS shall merge.
The merger will have effect from January 1, 2026.
The major argument for the merger is to have a more lean and cost effective organisation. The merger will not have significant costs.
The proposal entails that the Board of Directors is authorised, as part of the resolution to the merger with CannGros ApS, to prepare a merger plan in accordance with the Board of Directors' further decision in this regard; to omit the preparation of a merger report pursuant to section 238(2) of the Danish Companies Act; to omit, if necessary, the preparation of an interim balance sheet pursuant to section 239(4) of the Danish Companies Act; that no statement from an independent expert shall be prepared pursuant to section 241(1) of the Danish Companies Act; that no expert statement on the position of the creditors shall be prepared pursuant to section 242 of the Danish Companies Act; and that the final decision to complete the merger may be made by the Board of Directors pursuant to section 247 of the Danish Companies Act.
The proposal was unanimously adopted.
Re. 6 Election of members of the board of directors
The proposal implies to re-elect the current board of directors consisting of chairman Marianne Wier, Jeppe Bo Petersen, Rolf Steno Petersen, Søren Melsing Frederiksen and Henrik Elbæk Pedersen.
The resolution was adopted unanimously and by all votes represented.
Re. 7 Appointment of an auditor
A resolution was proposed to re-appoint the company's auditor EY Godkendt Revisionspartnerselskab, Dirch Passers Alle 36, 2000 Frederiksberg, CVR 30700228.
The resolution was adopted unanimously and by all votes represented.
Re. 8 Any other business
There was no further business to be transacted.
The shareholders resolved to grant Ulrik Bayer, attorney-at-law, (with the right of substitution) power of attorney to file the resolutions passed by the general meeting with the Danish Business Authority and to make such amendments to the resolutions and the documents which may prove necessary in order to obtain registration with the Danish Business Authority.
*****
The general meeting closed.
Ulrik Bayer 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 Keswick Global AG
Phone: +43 1 740 408045 / E-mail: info@keswickglobal.com
About STENOCARE A/S
STENOCARE A/S, founded in 2017, supplies prescription-based medical cannabis to patients in Denmark and internationally. It was the first company to receive permission from the Danish Medicines Agency to import, distribute, cultivate, and produce medical cannabis. Today, STENOCARE sources its products from a selection of high-quality international suppliers that comply with the strict European Good Manufacturing Practices (EU-GMP). STENOCARE has developed a unique patented medical cannabis oil product, ASTRUM, which offers the potential of improved bioavailability of active ingredients for patients. The company has strategically invested in assets to operate within the highly regulated pharmaceutical industry, with products approved for sale in multiple countries.
www.stenocare.com www.stenocare.dk
