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2024-11-15 Kvartalsrapport 2024-Q3
2024-08-22 Kvartalsrapport 2024-Q2
2024-05-08 Kvartalsrapport 2024-Q1
2024-04-17 X-dag ordinarie utdelning BAVA 0.00 DKK
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2024-03-06 Bokslutskommuniké 2023
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2023-03-31 X-dag ordinarie utdelning BAVA 0.00 DKK
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2023-03-02 Bokslutskommuniké 2022
2022-11-09 Kvartalsrapport 2022-Q3
2022-08-24 Kvartalsrapport 2022-Q2
2022-05-09 Kvartalsrapport 2022-Q1
2022-04-06 X-dag ordinarie utdelning BAVA 0.00 DKK
2022-04-05 Årsstämma 2022
2022-03-04 Bokslutskommuniké 2021
2021-11-12 Kvartalsrapport 2021-Q3
2021-08-25 Kvartalsrapport 2021-Q2
2021-05-27 Kvartalsrapport 2021-Q1
2021-04-21 X-dag ordinarie utdelning BAVA 0.00 DKK
2021-04-20 Årsstämma 2021
2021-03-12 Bokslutskommuniké 2020
2020-11-11 Kvartalsrapport 2020-Q3
2020-08-26 Kvartalsrapport 2020-Q2
2020-06-15 X-dag ordinarie utdelning BAVA 0.00 DKK
2020-06-12 Årsstämma 2020
2020-05-14 Kvartalsrapport 2020-Q1
2020-02-20 Bokslutskommuniké 2019
2019-11-27 Extra Bolagsstämma 2019
2019-11-07 Kvartalsrapport 2019-Q3
2019-08-15 Kvartalsrapport 2019-Q2
2019-04-25 X-dag ordinarie utdelning BAVA 0.00 DKK
2019-04-24 Årsstämma 2019
2018-04-18 X-dag ordinarie utdelning BAVA 0.00 DKK
2018-04-17 Årsstämma 2018
2017-04-26 X-dag ordinarie utdelning BAVA 0.00 DKK
2017-04-25 Årsstämma 2017
2016-04-21 X-dag ordinarie utdelning BAVA 0.00 DKK
2016-04-20 Årsstämma 2016
2015-04-24 X-dag ordinarie utdelning BAVA 0.00 DKK
2015-04-23 Årsstämma 2015
2014-04-25 X-dag ordinarie utdelning BAVA 0.00 DKK
2014-04-24 Årsstämma 2014
2013-04-18 X-dag ordinarie utdelning BAVA 0.00 DKK
2013-04-17 Årsstämma 2013
2012-04-17 X-dag ordinarie utdelning BAVA 0.00 DKK
2012-04-16 Årsstämma 2012
2011-04-27 X-dag ordinarie utdelning BAVA 0.00 DKK
2011-04-26 Årsstämma 2011
2010-04-28 X-dag ordinarie utdelning BAVA 0.00 DKK

Beskrivning

LandDanmark
ListaLarge Cap Copenhagen
SektorHälsovård
IndustriLäkemedel & Handel
Bavarian Nordic är verksamma inom biokemi. Idag är bolaget specialiserade inom utveckling, produktion och distribution av vaccin mot infektionssjukdomar i samband med cancerbehandling. Utöver huvudverksamheten framställs även vacciner mot allvarliga sjukdomar som ebola och livmoderhalscancer. Störst verksamhet återfinns inom Europa och Nordamerika, med huvudkontoret beläget i Kvistgaard, Danmark.
2023-03-07 12:00:00

COPENHAGEN, Denmark, March 7, 2023 – Pursuant to Articles 10-14 of the Articles of Association, the shareholders of Bavarian Nordic A/S are hereby convened to the Annual General Meeting to be held on

Thursday, 30 March 2023, at 4 PM CEST

at Comwell Borupgaard, Nørrevej 80, DK-3070 Snekkersten, Denmark with the following agenda:

  1. The Board of Directors' report on the Company's activities in the past year.
  2. Presentation of the Annual Report for adoption.
  3. A proposal from the Board of Directors regarding the application of profit or covering of loss pursuant to the Annual Report as adopted.
  4. Presentation of and indicative vote on the Remuneration Report.
  5. A resolution to discharge the Board of Directors and the Board of Management from liability.
  6. Election of members of the Board of Directors.
  7. Election of Auditors.
  8. Any proposal from the Board of Directors or shareholders. 

The Board of Directors has proposed the following resolutions:

  1. Proposal to authorize the Board of Directors during the period until 30 June 2024 to increase the share capital of the Company by up to nominally DKK 77,782,210, corresponding to 10 % of the Company's share capital.
  2. Proposal to authorize the Board of Directors during the period until 30 June 2024 to obtain loans against issuance of convertible notes which give the right to subscribe for new shares in the Company and so that the Board of Directors is authorized to increase the share capital of the Company by up to nominally DKK 77,782,210, corresponding to 10 % of the Company's share capital. When exercising the authorizations proposed in items 8a and 8b, the Board of Directors is in total authorized to increase the share capital of the Company with a total of up to nominally DKK 77,782,210 (7,778,221 shares of DKK 10 each).
  3. Proposal to authorize the Board of Directors during the period until 31 December 2024 to issue warrants, which entitle the holders to subscribe for shares in the Company at a nominal value of up to DKK 20,000,000 and to include in the authorization that the number of shares may be higher or lower due to subsequent adjustments of the warrants in accordance with the adjustment clauses determined by the Board of Directors when the warrants are issued. Warrants may only be granted to members of the Executive Management and to employees of the Company or the Company's subsidiaries.
  4. Proposal to amend the Remuneration Policy.
  5. Proposal to approve remuneration of the Board of Directors and the Board Committees for the current financial year.
  6. Proposal to authorize the Board of Directors to repurchase own shares on behalf of the Company.
  7. Proposal to amend Article 19 of the Articles of Association regarding binding signatures.

Elaboration on selected items of the agenda:

Re 3) Proposal from the Board of Directors regarding the application of profit or covering of loss pursuant to the Annual Report as adopted
The Board proposes to transfer the Company’s result to 2023.

Re 4) Presentation of and indicative vote on the Remuneration Report
The Board proposes that the Remuneration Report for 2022 is adopted.

Re 6) Election of Members of the Board of Directors
The Board of Directors proposes that Anders Gersel Pedersen, Peter Kürstein, Frank Verwiel, and Anne Louise Eberhard are re-elected. Gerard van Odijk, Chair of the Board, has informed the Board of Directors that he is not seeking re-election. The Board proposes that Luc Debruyne, Heidi Hunter, and Johan van Hoof are elected to the Board of Directors.

The Recommendations on Corporate Governance recommend that at least half of a company's board members elected by the general meeting should be independent of the company. 6 out of 7 of the nominated candidates are considered independent and as such the Board of Directors will continue to meet the recommendation, if re-elected.

The members of the Board of Directors are proposed as follows:

Luc Debruyne
Observer of the board since 2022. Independent. Mr. Debruyne is a Belgian national, born in 1963.

Luc Debruyne is former President Global Vaccines at GSK where he was a member of GSK’s Corporate Executive Team, a business leader with more than 30 years’ experience in the life sciences industry.

Current positions: Professor of Practice at the University of Leuven, Faculty of Medicine, Biomedical Sciences Group and serves as non-executive director of the boards of University Hospitals UZ Leuven and Fund Plus. Member of the Institutional Advisory Board at VIB, the Life Sciences Board at Greenlight Biosciences Inc., Chair of the Portfolio Strategy and Management Board of CEPI and Strategy Advisor to the CEO.

Special competences: End-to-end knowledge within the life sciences industry and specifically within vaccines. Extensive board and management experience from publicly traded and private international life science companies.

Heidi Hunter, MBA
Observer of the board since 1 March 2023. Independent. Ms. Hunter is an American national, born in 1958.
Heidi Hunter is former President, Cardinal Health Specialty Solutions and has also held positions as Senior Vice President in UCB and Boehringer Ingelheim and as Vice President in IQVIA and Centocor (a Johnson & Johnson Company).

Current Positions: Member of the board of Vicore (European), Sutro BioPharma and advisory board member of MiGenTra.

Special competences: Extensive strategic, global leadership and operational experience within the pharmaceutical industry.

Johan van Hoof, MD
Observer of the board since March 2023. Independent. Mr. van Hoof is a Belgian national, born in 1957.

Former Global Therapeutic Area Head, Infectious Diseases & Vaccines, R&D at Janssen, the pharmaceutical division of Johnson & Johnson. Formerly Chief Operating Officer, R&D of Johnson & Johnson pharmaceuticals. Before joining Johnson & Johnson, Mr.  Van Hoof acquired more than 20 years of experience in the vaccine industry, having worked with Pasteur Mérieux Connaught (today Sanofi Aventis), Chiron Vaccines and GlaxoSmithKline (GSK) Biologicals. During this period, he held leadership roles with increasing responsibilities covering discovery, clinical development, QA-QC, and regulatory affairs.

Current positions: Working through his private one-man company, he acts as independent advisor for the biotech/vaccine industry and for not-for-profit organizations/academia. This includes a role as (independent) Chief Scientific advisor to Ziphius, a startup vaccine company focused on self-amplifying mRNA-based vaccines, still at pre-clinical stage.

Special competences: Extensive strategic and operational (international) experience in discovery, development and licensing of vaccines.

Anders Gersel Pedersen, MD, PhD
Member of the board since 2010 and deputy Chair since 2014. Not independent. Member of the Science Technology and Investment Committee since 2020 and member of the Finance, Risk and Audit Committee since 2022. Current term expires in 2023. Dr. Pedersen is a Danish national, born in 1951.

Former Executive Vice President of Research & Development of H. Lundbeck A/S.

Current positions: Member of the board of Genmab A/S, Hansa Biopharma AB and Bond Avillion 2, an entity of Avillion LLP. Chairman of the board of Aelis Farma.

Dr. Pedersen is also the CEO in his private holding company Gerselconsult ApS.

Special competences: Scientific knowledge and large drug development experience within neuroscience and oncology. Extensive board and management experience from publicly traded, international pharmaceutical and biotech companies.

Peter Kürstein, MBA
Member of the board since 2012. Independent. Member of the Nomination and Compensation Committee since 2015 and the Finance, Risk and Audit Committee since 2020. Current term expires in 2023. Mr. Kürstein is a Danish national, born in 1956.

Former president, chief executive officer and Chair of Radiometer Medical ApS.

Current positions: Chair of the board of Ferrosan Medical Devices Holding A/S. Deputy Chair of the board of FOSS A/S, Experimentarium and American Chamber of Commerce Denmark. Member of the board of N. Foss & Co. A/S and Den Erhvervsdrivende Fond Gl. Strand, Dansk BørneAstma Center and Art 2030. Member of the executive board of Mijamax ApS.

Special competences: Extensive board and management experience from publicly traded, international healthcare companies.

Frank Verwiel, MD, MBA
Member of the board since 2016. Independent. Member of the Nomination and Compensation Committee since 2020 and the Science, Technology and Investment Committee since 2022. Current term expires in 2023.
Dr. Verwiel is a Dutch national, now resident of the USA, born in 1962.

Former president and chief executive officer of Aptalis Pharma, Inc.

Current positions: Chair of the board of Intellia Therapeutics, Inc.

Special competences: Extensive strategic, operational and international experience within the pharmaceutical industry.

Anne Louise Eberhard, MSc Law, and BSc Informatics and Management Accounting
Member of the board since 2019. Independent. Chair of the Finance, Risk and Audit Committee since 2020 and member of the Science, Technology and Investment Committee since 2022. Current term expires in 2023. Ms. Eberhard is a Danish national, born in 1963.

Former Senior Executive Vice President and Global Head of Corporate & Institutional Banking at Danske Bank A/S, and Chief Commercial Officer at Intrum AB.

Current positions: Chair of the board of Finansiel Stabilitet SOV, Moneyflow Group A/S and its subsidiary Moneyflow 1 A/S. Member of the board of FLSmidth & Co. A/S and its subsidiary FLSmidth A/S, Oterra A/S and group companies, Knud Højgaards Fond, VL 52 ApS and Den Danske Unicef Fond. CEO of EA Advice ApS. Faculty Member at Copenhagen Business School, Board Educations.

Special competences: Extensive finance, risk management and ESG experience as well as board experience from publicly listed companies.

Re 7) Election of Auditors
The Board of Directors proposes that Deloitte is re-elected as the Company's auditor. The proposal from the Board is made in accordance with the recommendation of the Finance, Risk and Audit Committee. The Finance, Risk and Audit Committee has been free from influence by a third party and has not been subject to any contract with a third party restricting the choice by the general meeting on the selection of a statutory auditor or an audit firm.

Re 8a) Proposal to authorize the Board of Directors to increase the share capital
The Board of Directors proposes that the Board of Directors in a new Article 5a, subsections 1-3 of the Articles of Association, during the period until 30 June 2024 is authorized to increase the share capital of the Company in one or more issues by a total of up to nominally DKK 77,782,210, corresponding to 10 % of the Company's share capital. The proposal entails amending Article 5a of the Articles of Association as follows:

"Subsection 1
For the period ending on 30 June 2024, the Board of Directors is authorized to increase the Company's share capital in one or more issues with a total of up to nominally DKK 77,782,210 (7,778,221 shares of DKK 10 each) by the subscription of new shares. The existing shareholders shall have pre-emption rights to subscribe for the amount by which the share capital is increased, proportional to their shareholdings. The share capital shall be increased by cash payment at a subscription price which may be lower than the value of the shares.

The terms and conditions of the subscription for shares shall be determined by the Board of Directors.

The new shares shall be negotiable instruments, shall be registered in the names of the holders and shall be entered in the Company's register of shareholders. No restrictions shall apply to the transferability of the new shares, and no shareholder shall be obliged to have his shares redeemed - in whole or in part. The shares shall carry the right to dividend as from the date fixed by the Board of Directors, but not later than the first financial year following the capital increase.

Subsection 2
For the period ending on 30 June 2024, the Board of Directors is authorized to increase the Company's share capital in one or more issues with a total of up to nominally DKK 77,782,210 (7,778,221 shares of DKK 10 each) by the subscription of new shares. The existing shareholders shall not have pre-emption rights to subscribe for the amount by which the share capital is increased.

The share capital may be increased by cash payment or in other ways, such as by conversion of debts or in payment of a contribution in kind. The share capital shall in any event be increased at a subscription price, which is not lower than market value.

The terms and conditions of the subscription for shares shall be determined by the Board of Directors.

The new shares shall be negotiable instruments, shall be registered in the names of the holders and shall be entered in the Company's register of shareholders. No restrictions shall apply to the transferability of the new shares, and no shareholder shall be obliged to have his shares redeemed - in whole or in part. The shares shall carry the right to dividend as from the date fixed by the Board of Directors, but not later than the first financial year following the capital increase.

Subsection 3
When exercising the authorizations given in Articles 5a(1) and 5a(2) the Board of Directors is in total authorized to increase the share capital of the Company with a total of up to nominally DKK 77,782,210 (7,778,221 shares of DKK 10 each).”

Re 8b) Proposal to authorize the Board of Directors to obtain loans against issuance of convertible notes which give the right to subscribe for new shares in the Company
The Board of Directors proposes that the Board of Directors in a new Article 5a, subsection 4 of the Articles of Association during the period until 30 June 2024 is authorized to obtain loans against issuance of convertible notes which give the right to subscribe for new shares in the Company and so that the Board of Directors is authorized to increase the share capital of the Company by up to nominally DKK 77,782,210, corresponding to 10 % of the Company's share capital.

The proposal entails adding a new subsection 4 to Article 5a of the Articles of Association as follows:

“Subsection 4
For the period ending on 30 June 2024, the Board of Directors is authorized to obtain loans in the Company by issue of convertible notes that give the right to subscribe for new shares in the Company by a maximum nominal value of up to DKK 77,782,210. The Company's existing shareholders shall not have pre-emption rights to grant loans. The loans shall be paid in cash. The terms and conditions for the loans and the convertible notes shall be determined by the Board of Directors.

As a consequence of the conversion of the convertible notes, the Board of Directors is authorized for the period ending 30 June 2024 to increase the Company's share capital by a nominal value of up to DKK 77,782,210 (7,778,221 shares of DKK 10 each) in one or more portions by resolution of the Board of Directors by conversion of the convertible notes and on such other terms as the Board of Directors may determine. The Company’s existing shareholders shall not have pre-emption right to subscribe for shares issued by conversion of the convertible notes.

The new shares issued based on convertible notes shall have the same rights as existing shares according to the Articles of Association. The new shares shall be negotiable instruments, shall be registered in the names of the holders and shall be entered in the Company's register of shareholders. No restrictions shall apply to the transferability of the new shares, and no shareholder shall be obliged to have his shares redeemed - in whole or in part. The new shares shall carry the right to dividend from the time of conversion of the issued convertible notes, i.e. from the time of subscription.”

The Board of Directors also proposes that Article 5a subsection 3 is amended as follows:

“Subsection 3
When exercising the authorizations given in Articles 5a(1), 5a(2), and 5a(4) the Board of Directors is in total authorized to increase the share capital of the Company with a total of up to nominally 77,782,210 (7,778,221 shares of DKK 10 each).”

Re 8c) Proposal to authorize the Board of Directors to issue warrants
The Board of Directors proposes to authorize the Board of Directors in a new Article 5b of the Articles of Association, so that the Board of Directors until 31 December 2024 is authorized to issue warrants, which entitle the holders to subscribe for shares in the Company at a nominal value of up to DKK 20,000,000. The authorization is proposed increased to nominally 20,000,000 (compared to nominally DKK 14,000,000 last year) due to the fast- growing size of the organization, including as a result of the recent acquisition of travel vaccines from Emergent BioSolutions as announced on February 15, 2023. The Board of Directors also proposes to authorize the Board of Directors to reuse or reissue any lapsed and unexercised warrants under the terms and within the time limitations set out in this authorization. The proposal entails authorizing the Board of Directors to increase the share capital of the Company as a consequence of the issuance of warrants until 1 April 2028. Consequently, adding a new Article 5b to the Articles of Association as follows:

"During the period ending 31 December 2024, the Company may issue warrants, in one or more portions by resolution of the Board of Directors. The warrants may be issued to the management and employees of the Company or its subsidiaries for the subscription of a nominal value of up to DKK 20,000,000 (2,000,000 shares of DKK 10 each), however, the number of shares may be higher or lower due to subsequent adjustments of the warrants in accordance with the adjustment clauses determined by the Board of Directors when the warrants are issued. The warrants can be exercised by cash contribution at a subscription price and on such other terms as the Board of Directors may determine. Any issuance of warrants to the management shall be made in accordance with the Company's Remuneration Policy. Warrants may not be granted to members of the Company's Board of Directors (except for employee representatives (if such may have been elected) who receive warrants in their capacity as employees of the Company or of the Company's subsidiaries).

Holders of warrants shall have pre-emption right to subscribe for the shares issued based on the warrants, meaning that the pre-emption rights to subscribe to warrants and new shares for existing shareholders are deviated from.

As a consequence of the exercise of awarded warrants, the Board of Directors is authorized during the period until 1 April 2028 to increase the share capital by a nominal value of up to DKK 20,000,000 (2,000,000 shares of DKK 10 each) in one or more portions by resolution of the Board of Directors by cash contribution at a subscription price and on such other terms as the Board of Directors may determine without pre-emption right for the existing shareholders, however, the number of shares by which the share capital may be increased may be higher or lower if the number of warrants is increased in accordance with the adjustment clauses determined by the Board of Directors when the warrants are issued.

The new shares issued based on warrants shall have the same rights as existing shares according to the Articles of Association. The new shares shall be negotiable instruments, shall be registered in the names of the holders and shall be entered in the Company's register of shareholders. No restrictions shall apply to the transferability of the new shares and no shareholder shall be obliged to have his shares redeemed - in whole or in part. The new shares shall carry the right to dividend from the time of subscription.

Subject to the rules in force at any time, the Board of Directors may reuse or reissue lapsed and unexercised warrants if any, provided that the reuse or reissue occurs under the terms and within the time limitations set out in this authorization. Reuse is to be construed as the Board of Directors' entitlement to let another party enter into an existing agreement on warrants. Reissue is to be construed as the Board of Directors' option to reissue new warrants, under the same authorization, if previously issued warrants have lapsed."

Re 8d) Proposal to amend the Remuneration Policy
The Board proposes that the Remuneration Policy is amended as follows:

In section 2.1 it is proposed that the remuneration for the Chair is increased from two and a half (2.5) to three (3.0) times, and the remuneration for the Deputy Chair from one and a half (1.5) to one point eight (1.8) times the annual base fee of the ordinary members of the Board of Directors.

In section 2.2.2 it is proposed to increase the maximum amount of cash bonus that members of the Executive Management may be granted from a maximum of six month’s current base wage to a maximum of twelve months’ current base wage.

In section 2.2.3, including subsections, it is proposed that the Board of Directors may grant the Executive Management a mix of warrants and restricted stock units provided that the total combined value of such grant does not, at the time of the grant, exceed a value equal to such person’s current fixed annual base wage, and further provided that the value of such granted restricted stock units cannot make up more than a value of 50% of that person’s current fixed annual base wage. All such grants are subject to prior fulfilment of certain Key Performance Indicators (“KPI’s”) as determined by the Board of Directors. The existing cap for warrants will be expanded to apply to the total combined value of the shares that can be subscribed by exercise of the warrants and the value of any restricted stock units.

The Remuneration Policy with all of the changes proposed above can be downloaded from www.bavarian-nordic.com/agm.

Re 8e) Proposal to approve remuneration of the Board of Directors and the Board Committees for the current financial year
The Board of Directors proposes to maintain the level of the annual base fee to the ordinary members of the Board of Directors and to increase the level of remuneration to the Chair and the Deputy Chair for the financial year 2023; (i) the annual base fee to members of the Board of Directors will be DKK 300,000; (ii) the remuneration to the Chair will be three times the annual base fee (DKK 900,000); and (iii) the remuneration to the Deputy Chair will be one point eight times the annual base fee (DKK 540,000).

In addition to the base fee to the Board of Directors, the Board proposes that the Board as part of the remuneration receives Restricted Stock Units equal to 50% of the annual base fee of DKK 300,000 (for the Chair, however, equivalent to 50% of three times the annual base fee and for the Deputy Chair equivalent to 50% of one point eight times the base annual fee) in accordance with the Company’s remuneration policy.

The Board of Directors proposes that the members of the three board committees will receive an additional annual committee fee of DKK 120,000 per committee. The remuneration to the Chair of the board committees will, however, be two times the annual committee fee, thus DKK 240,000. The Board of Directors has established a Finance, Risk and Audit Committee, a Nomination and Compensation Committee and a Science, Technology and Investment Committee.

Further, the Board of Directors proposes that each member of the Board of Directors receives (i) an attendance fee of DKK 5,000 for each board and/or committee meeting he/she attends to, which in no event can exceed DKK 5,000 per day or (ii) for members of the Board of Directors, who travel overseas in order to participate, a fee of USD 5,000. Furthermore, the Company pays the travelling expenses incurred by the board members in connection with board- and/or committee meetings, and any social costs associated with the remuneration of the Board of Directors and the board committees (e.g. mandatory contributions to social security in other countries).

Re 8f) Proposal to authorize the Board of Directors to purchase own shares on behalf of the Company
The Board of Directors proposes that the Board of Directors is authorized on behalf of the Company to acquire own shares in the Company.

It is therefore proposed that the following authorization is granted to the Company’s Board of Directors pursuant to Article 198 of the Danish Companies Act:

The General Meeting hereby authorizes the Board of Directors to acquire own shares on behalf of the Company in accordance with Article 198 of the Danish Companies Act. The Company may only acquire own shares for a total nominal value of up to 10 % of the Company’s share capital for the time being. The remuneration paid in connection with the acquisition of own shares may not deviate by more than 10 % from the price of the Company's shares on Nasdaq Copenhagen at the time of acquisition. This authorization is granted to the Company’s Board of Directors for the period until 31 December 2024."

Re 8g) Proposal to amend Article 19 of the Articles of Association regarding binding signatures

According to Article 19 of the Articles of Association, the Company shall be bound in legal transactions by the joint signatures of the Chair of the Board of Directors and that of either a member of the Board of Management or any two members of the Board of Directors, or by the joint signatures of any two members of the Board of Directors and any member of the Board of Management. It is proposed to add that the joint signatures of any two members of the Board of Management (currently consisting of the CEO and CFO) also can bind the Company.

The proposal entails amending Article 19 of the Articles of Association to the following:

“The Company shall be bound in legal transactions by the joint signatures of the Chair of the Board of Directors and that of either a member of the Board of Management or any two members of the Board of Directors, or by the joint signatures of any two members of the Board of Directors and any member of the Board of Management or by joint signatures of any two members of the Board of Management.”

* * * * * * * *

Majority requirements
Adoption of the proposals referred to in items 1, 2, 3, 5, 6, 7, 8d, 8e, and 8f, requires a simple majority of votes. Item 4 requires an indicative vote only.

Adoption of the proposals referred to in items 8a, 8b, 8c and 8g, requires a special majority, cf. Section 106 of the Danish Companies Act and Article 16 of the Articles of Association. According to this, the adoption of such proposals requires the affirmative votes of at least two-thirds of the votes cast as well as at least two-thirds of the votes represented at the General Meeting.

Participation, admission cards and voting rights
Shareholders who wish to attend the General Meeting must order admission cards no later than on 27 March 2023 at 11:59 PM CEST in accordance with Article 11 of the Articles of Association. Please be informed that attendance requires ordering an admission card prior to the General Meeting.

Admission cards will be provided to shareholders who are entitled to attend and vote at the General Meeting. Anyone who is registered as a shareholder in the register of shareholders on the date of registration, Thursday, 23 March 2023, or who has made a request to such effect by that date is entitled to attend and vote at the General Meeting.

Admission cards may be ordered electronically from www.bavarian-nordic.com/agm via the Shareholder Portal or by downloading and printing the order form, which is available on the Company’s website. A duly completed request form may also be submitted to Bavarian Nordic A/S’ Shareholder Register, Computershare A/S, e-mail: gf@computershare.dk or by ordinary mail to Computershare A/S, Lottenborgvej 26D 1 sal, 2800 Kgs. Lyngby, Denmark.  A request to participate may also be given to Computershare A/S, by telephone: +45 45 46 09 97.

Admission cards will be sent to the email address specified in the shareholder portal upon registration. The admission card must be presented at the General Meeting either electronically on a smartphone/tablet or printed.

Shareholders who have ordered admission cards without specifying their e-mail address can pick up the admission card at the entrance of the General Meeting upon presentation of ID (for example a passport or driver’s license).

Ballots for voting at the General Meeting will be handed out at the entrance.

Voting by proxy
Shareholders may vote by proxy. An instrument of proxy issued to the Board of Directors of the Company may only concern a specific General Meeting with an agenda that is known in advance. Shareholders may notify the Company electronically of the appointment of a proxy at www.bavarian-nordic.com/agm or by completing and submitting a written proxy form that can be downloaded on the Company’s website. The form may be submitted as mentioned above and must be received by the Company no later than 27 March 2023 at 11:59 PM CEST. The proxy holder may also provide a written and dated instrument of proxy at the General Meeting.

Postal voting
It is also possible for shareholders to vote by post. Postal votes can be submitted electronically via www.bavarian-nordic.com/agm or by completing and submitting a postal voting form that can be downloaded on the Company’s website. The form may be submitted as mentioned above and must be received by the Company no later than 27 March 2023 at 11:59 PM CEST. Once the postal vote has been received by the Company, the vote cannot be revoked by the shareholder.

Written questions
Shareholders may submit questions in writing to the Company regarding the agenda, the documents to be presented at the General Meeting or the general position of the Company. Questions may be submitted by post or e-mail to info@bavarian-nordic.com. Questions will be answered at the General Meeting.

Language
Representatives of the Company will conduct the General Meeting in English. Shareholders may choose whether to communicate in Danish or in English. During the meeting, simultaneous interpretation from English to Danish and Danish to English will be available.

Webcast
The Annual General Meeting will be transmitted to shareholders via webcast on the Shareholder portal, www.bavarian-nordic.com/agm. Shareholders who wish to follow the webcast do not need to order admittance card.                                  

Information on the website
The following documents and information will be available on the Company's website at www.bavarian-nordic.com/agm,  7 March - 30 March 2023 (both days included): 1) The notice convening the General Meeting; 2) The total number of shares and voting rights as at the date of the convening notice; 3) All documents to be submitted to the General Meeting, including the annual report for 2022 containing the audited annual and consolidated accounts etc.; 4) The agenda and the full text of all proposals to be submitted to the General Meeting; and 5) Postal and proxy voting forms.

Share capital
The Company’s share capital amounts to DKK 777,822,150 divided into shares in the denomination of DKK 1 and multiples thereof. Each share of a nominal value of DKK 10 gives one vote.

Personal data
With regards to Bavarian Nordic's processing of personal data in connection with general meetings, reference is made to Bavarian Nordic's Privacy Policy which is available on the Company's website www.bavarian-nordic.com.

About Bavarian Nordic
Bavarian Nordic is a fully integrated vaccines company focused on the research and development, manufacturing and commercialization of life-saving vaccines. We are a global leader in smallpox and mpox vaccines, which have been developed through our long-standing partnership with the U.S. Government to enhance public health preparedness. Our commercial product portfolio furthermore contains market-leading vaccines against rabies and tick-borne encephalitis. Using our live virus vaccine platform technology, MVA-BN®, and in-licensed technologies, we have created a diverse portfolio of proprietary and partnered product candidates designed to save and improve lives by unlocking the power of the immune system, including Phase 3 development programs for an RSV vaccine for older adults and a next-generation COVID-19 vaccine. For more information visit www.bavarian-nordic.com.

Forward-looking statements
This announcement includes forward-looking statements that involve risks, uncertainties, and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Forward-looking statements include statements concerning our plans, objectives, goals, future events, performance, and/or other information that is not historical information. All such forward-looking statements are expressly qualified by these cautionary statements and any other cautionary statements which may accompany the forward-looking statements. We undertake no obligation to publicly update or revise forward-looking statements to reflect subsequent events or circumstances after the date made, except as required by law.

Contacts
Europe: Rolf Sass Sørensen, Vice President Investor Relations, Tel: +45 61 77 47 43
US: Graham Morrell, Paddock Circle Advisors, graham@paddockcircle.com, Tel: +1 781 686 9600

Company Announcement no. 10 / 2023