Pursuant to Article 10 of the Articles of Association, the shareholders of
Bavarian Nordic A/S are hereby convened to the extraordinary General Meeting to
be held:
Tuesday, 15 May 2007, at 13.00 hours
At the company's registered office at Bøgeskovvej 9, DK - 3490 Kvistgaard,
Denmark with the following agenda:
Stock Split
Pursuing the strategy for the Company's capital- and share structure
the Board accesses that the Company's shares would benefit from a split into
smaller units. The Company's share capital is currently of a nominal value of
DKK 76,514,160 divided into shares of DKK 10. In the opinion of the Board a
split of the share to a nominal value less than DKK 10 per share would be in the
best interest of the Company and its shareholders. A split would, if adopted, be
completed at the earliest convenient time. It is therefore proposed that Article
4 of the Company's Articles of Association is amended to:
“Article 4
The
Company's share capital amounts to DKK 76,514,160, in words
Seventysixmillionfivehundredfourteenthousandonehundredsixty 00/100 Danish
kroner, divided into shares in the denomination of DKK 1 and multiples thereof.
The share capital has been paid up in full.”
Authorisation for Increase of the Company's Share Capital
The Board of Directors
proposes that the current Article 5a of the Articles of Association, according
to which the Board of Directors is authorised to increase the Company's share
capital in the period until 30 June 2007, is replaced with a revised
authorisation to the Board of Directors for increase of the Company's share
capital. Such authorisation should be granted in order to improve the Company's
possibilities for contracting with third parties, including contracting of
acquisitions, engage in strategic alliances, develop and strengthen the
Company's business, in return, in full or in part, for the issuing of new
shares. It is therefore proposed that the current Article 5a is deleted and that
the following authorisation is adopted into the Company's Articles of
Association as Article 5a, observing Article 37 of the Danish Companies
Act:
“Article 5a
For the period ending on 30 June 2008, the Board of Directors
shall be authorised to increase the Company's share capital in one or more
issues with a total of nominally DKK 20,000,000 (20,000,000 shares of DKK
1).
The share capital may be increased by cash payment or in other ways or by
issuance of bonus shares to employees in the Company or its subsidiaries. If the
share capital is increased by a cash payment at a subscription price below the
value of the shares, the existing shareholders shall have pre-emption right to
subscribe for the amount by which the share capital is increased, proportional
to their shareholdings. If the share capital is increased by a cash payment
other than in the situations mentioned in this Article 5a, subsection 2 or in
other ways, such as by conversion of debts or in payment of a contribution in
kind, the Company's existing shareholders shall not have pre-emption right. If
the share capital is increased in other ways, the provisions of section 33 of
the Danish Companies Act shall apply, and the subscription price or the value of
the shares issued shall be fixed by the Board of Directors within the framework
of the mandatory provisions under the Danish Companies Act, including sections
79 and 80 of the Act.
Terms and conditions of the subscription for shares shall
be determined by the Board of Directors.
The new shares shall be negotiable
instruments and shall be issued to bearer but they may be registered in the
bearer's name 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.”
Authorization for issuing Warrants for Employees
The Board of Directors proposes
that the existing authorization for issuance of warrants for the employees in
the Company (Article 5b of the Articles of Association) is replaced because the
existing authorization has been partly used. The Board of Directors thus
proposes to be authorized to issue warrants for the management and employees in
the Company and its subsidiaries and to implement capital increase in this
relation. It is therefore proposed that the following authorization is adopted
in the Company's Articles of Association as Articles 5c, observing Articles 40b
of the Danish Companies Act:
“Article 5b
During the period ending 1 May 2010,
the Company may issue up to 2,000,000 warrants, in one or more portions on
resolution of the Board of Directors. The warrants may be issued to corporate
management, employees in the Company or its subsidiaries, including to
consultants and the Company's Board of Directors, for the subscription of up to
shares of a nominal value of DKK 2,000,000 by cash contribution at a rate and on
terms established by the Board of Directors. Notwithstanding the foregoing, the
issuances of warrants to members of the Board of Directors may not exceed a
nominal value of DKK 200,000. Holders of warrants shall have pre-emption right
to subscribe to 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.
As a consequence of the exercise of awarded
warrants, the Board of Directors is authorised during the period until 26 April
2012 to increase the share capital by a nominal value of DKK 2,000,000 in one or
more portions on resolution of the Board of Directors by cash contribution at a
rate and on other terms established by the Board of Directors without
pre-emption rights to subscribe for existing shareholders.
The new shares
issued based on warrants shall have the same rights according to the Articles of
Association as existing shares. The new shares shall be negotiable and be issued
to the bearer, but may be registered in the Company's Stock Register. No
restrictions in the transferability of the new shares shall apply and no
shareholder shall be obliged to allow for their shares to be redeemed. The new
shares shall be eligible for dividends from the time of subscription”
Resolution on change of Article 8 of the Articles of Association (Keeper of
Stock Register)
Due to the Company's current keeper of the Company's Stock
Register has assigned its business with regards to Stock Registers and the Board
has decided to acquire Stock Register services from the assignee the Board
proposes that Article 8 of the Articles of Association is amended to:
“Article
8
As resolved by the Board of Directors, the Company's Stock Register may be
kept either by the appropriate officer of the Company, or by a secretary outside
the Company to be designated by the Board of Directors. The Company's Stock
Register is kept by VP Investor Services A/S (VP Services A/S), Postboks 20, DK
- 2630 Taastrup.”
Resolution on change of Article 10, sub-section 6 of the Articles of Association
(Distribution of printed information)
Article 10, sub-section 6 of the Company's
Articles of Association establishes that the complete agenda and the printed
annual report shall be circulated to all shareholders of record. Being a part of
the Company's strategy to increase the level of electronic communication with
shareholders, the Company wishes to limit said obligation to include only
shareholders on record who have requested so in writing.
It is therefore
proposed to amend Article 10, sub-section 6 of Articles of Association to the
following:
“Article 10(6)
During the last eight days prior to each General
Meeting, the agenda and the complete proposals to be considered at the General
Meeting, and with respect to the Annual General Meeting moreover the audited
annual report with the audit report, shall be available for the inspection of
shareholders at the Company's offices. At the same time, copies of this material
shall be circulated to all shareholders of record who have so requested in
writing.”
The proposals were adopted at the company's ordinary General Meeting, held on 26
April 2007, with a majority of at least two-thirds of the votes cast and the
votes represented at the General Meeting. However, as 50 per cent (%) of the
share capital was not represented at the ordinary General Meeting the proposals
could not be finally approved, cf. Article 78 of the Danish Company's Act and
Article 16 of the Articles of Association. In accordance with Article 16 of the
Articles of Association the proposals may be adopted at this extraordinary
General Meeting, which is summoned no later than 14 days after the ordinary
General Meeting, if the proposals are adopted with two-thirds of the votes cast
and the votes represented, irrespective of the amount of share capital being
represented at the extraordinary General Meeting.
Pursuant to Article 11 of the Articles of Association, shareholders who wish to
attend the General Meeting shall order admission cards no later than 10 May
2007. Admission cards may be ordered from Bavarian Nordic A/S (by tel: +45 3326
8383; by fax: +45 3326 8380). Shareholders who are not registered in the
Company's Stock Register but wish to attend the General Meeting must prove their
title to the shares by presenting documentation from the shareholder's financial
institute. Such documentation must not have been issued earlier than 14 days
before the General Meeting. The shareholder must furthermore issue a statement
in writing to the effect that the shares have not, and will not, be transferred
to any third parties before the General Meeting is held.
Kvistgård, 27 April 2007
Asger Aamund
Chairman
Contacts: Peter Wulff, President & CEO
Telephone: +45 33 26 83 83
Media: United Kingdom Media: United States of America
Mary Clark, Capital MS&L Elizabeth Dempsey Becker, Bavarian Nordic Inc.
Telephone: +44 207 307 5330 Telephone: +1 202 536-1576
About Bavarian Nordic A/S:
Bavarian Nordic (CSE: BAVA) is a leading international biopharmaceutical company
developing and producing innovative vaccines to prevent and treat infectious
diseases and cancer. With operations in Denmark, Germany, the USA, and
Singapore, Bavarian Nordic employs over 200 people. Bavarian Nordic's patented
technology, MVA-BN®, is as been demonstrated in clinicial studies, one of the
world's safest, multivalent vaccine vectors for the development of vaccines
against various infectious diseases such as smallpox, HIV/AIDS, as well as
against breast and prostate cancer. Several MVA-BN®-based HIV and smallpox
vaccines are in clinical Phase I and Phase II trials. Bavarian Nordic has
ongoing development contracts with the US government to develop IMVAMUNE® as a
safe third-generation smallpox vaccine. Bavarian Nordic has supplied several
other governments with smallpox vaccines.
For more information please visit www.bavarian-nordic.com
“Safe Harbour" Statement Under the Private Securities Litigation Reform Act of
1995:
Except for the historical information contained herein, this release contains
"forward-looking statements" within the meaning of the Private Securities
Reform Act of 1995. No "forward-looking statement" can be guaranteed, and
actual results may differ materially from those projected. Bavarian Nordic
undertakes no obligation to publicly update any "forward-looking statement",
whether as a result of new information, future events, or otherwise. Additional
information regarding risks and uncertainties is set forth in the current
Annual Report, which we incorporate by reference.
Stockwise Resumé
Bavarian Nordic A/S - Notice convening extraordinary general meeting
