Bavarian Nordic A/S - Board of Directors' comments to proposed resolutions from shareholder to be considered at the Annual General Meeting

Fundamental Fondsmæglerselskab A/S has sent a registered letter dated
28 February 2008 proposing two resolutions it wishes to have
considered at the Annual General Meeting of Bavarian Nordic A/S to be
held on 29 April 2008.

The Board of Directors has decided to give an account of its views on
the proposed resolutions concurrently with the distribution of the
notice convening the Annual General Meeting. The Board of Directors
also intends to give an account thereof at the Annual General Meeting
on 29 April 2008.

Fundamental Fondsmæglerselskab A/S proposes a resolution to the
effect that "The general meeting requests of Mr Asger Aamund in his
capacity as Chairman of the Board/Member of the Board of Directors
that he refrains from publicly commenting on his personal purchase
and sales preferences in Bavarian Nordic A/S and considerations
thereof."

Mr. Asger Aamund has indicated to the Board of Directors that, in his
capacity as both Chairman and a major shareholder of Bavarian Nordic
A/S, it has always been important to him not to make any statements
that would be detrimental to the company. However, Mr. Aamund has
concurrently had to take into account the fact that the equity market
has considered and always considers it interesting to ask him about
his purchasing and selling interests.

In fact, this is not unusual, and as Chairman of the company, Mr.
Asger Aamund is under a statutory obligation to disclose his
transactions in the shares of Bavarian Nordic; and as a major
shareholder he has a similar obligation to disclose his shareholdings
when he crosses the flagging thresholds of 5%, 10%, 15%, etc.,
respectively.

Notwithstanding the fact that Mr. Asger Aamund is subject to these
statutory disclosure obligations and that he is regularly contacted
and asked about his purchasing and selling interests in the shares of
Bavarian Nordic, according to information given to the Board of
Directors, he has, out of consideration for the Company, always
followed the principle that he never makes any comments on his
current purchasing and selling interests. The Board of Directors has
not been able to verify that Mr. Aamund has said that he intended
sell his shares. Mr. Asger Aamund has stated to the Board of
Directors that he always says that he is an institutional investor
and that, as such, he is entitled to buy and sell shares, but that he
has no current plans of selling.

The Board of Directors considers that this answer appropriately has
ensured and continues to ensure the motive of not mixing Mr. Asger
Aamund's shareholder interests with his position as Chairman of the
Board and concurrently ensures that there is an open and good
relationship between Bavarian Nordic and the equity market, for the
benefit of the company's shareholders in general.

Furthermore, the Board of Directors considers it appropriate to
emphasise that Mr. Asger Aamund's participation in the capital
increases made by Bavarian Nordic has been crucial to facilitating
such capital increases. This is a factor that does not apply to other
institutional investors. The Board of Directors therefore understands
that it is important to Mr. Asger Aamund that, on the one hand, it is
clear that, as any other institutional investor, he reserves the
right to buy and sell shares in Bavarian Nordic, but that it is also
clear that he has no current plans of selling.

Against that background, the Board of Directors considers that the
proposed resolution in question is unnecessary and therefore
recommends that it is not adopted.

Fundamental Fondsmæglerselskab A/S further proposes a resolution to
the effect that "The Annual General Meeting imposes the following on
Mr. Asger Aamund if he is elected a member of the Board of Directors
of Bavarian Nordic A/S, and if the Board of Directors subsequently
elects Mr. Asger Aamund as Chairman:

If Bavarian Nordic A/S receives notification of a potential offer for
the acquisition of the Company, such notification shall be submitted
to the entire Board of Directors. If, in such notification, a premium
for the acquisition of the Company's shares is indicated to be at
least 10 per cent higher than the actual share price at any given
time, the Board of Directors shall publish such offer."

The Board of Directors initially wishes to emphasise that the Board
of Directors of Bavarian Nordic naturally complies with the rules
applicable to the company as a listed company.

This includes, inter alia, that if Bavarian Nordic receives an
inquiry from a prospective acquirer of the company, this would be a
situation that falls within the powers of the Board of Directors and,
as such, it would be discussed by the entire Board of Directors.

In connection with the treatment and handling of a prospective
acquirer, the Board of Directors will act responsibly, which implies
that it will focus on securing the highest possible price for the
shareholders.

In particular in relation to the proposed resolution to disclose an
indicated premium of a minimum of 10% over the market price of the
shares, the Board of Directors is of the opinion that, in addition to
being contrary to normal business practice in connection with a
takeover bid, this also implies a significant risk that it would be
impossible to carry out a sale in practice. The wording of the
proposed resolution implies that, if the resolution is adopted, the
Board of Directors would be under an obligation to disclose any
enquiries received very early in the process. The proposal reads"inquiry regarding a potential sale" and that "includes an indication
of a premium". The Board of Directors is of the opinion that any
adoption of such a resolution would have the consequence that no
interested acquirers would dare make such enquiries.

In practice contacts by prospective acquirers are made on a highly
confidential basis, and confidentiality will also be a condition for
any further negotiations that might be held between the Board of
Directors and the potential acquirer. In that connection, it should
be noted that it would normally be highly detrimental to such
negotiations if there were an obligation to disclose indicated
prices, etc. Moreover, it would deprive the Board of Directors of any
opportunity of negotiating a higher price, for instance by initiating
an auction process during which other bidders are given the
opportunity to join the process.

In continuation of the above - and with reference to the debate in
the media to which the inquiry by Fundamental Fondsmæglerselskab A/S
has given rise - the Board of Directors wishes to emphasise, for the
sake of good order, that Bavarian Nordic is not under an obligation
under the stock exchange rules and regulations to publish a company
announcement if a potential bidder indicates a premium of 10% over
the market price of Bavarian Nordic's shares. The legal framework for
this is set out in section 27 of the Danish Securities Trading Act
which provides that, as long as confidentiality can be secured with
respect to the potential bid, Bavarian Nordic can in practice
postpone disclosure thereof until such time as the negotiations have
been completed and the bidder makes an official tender offer.

Overall, the Board of Directors therefore recommends that this
proposed resolution should not be adopted as it would impose
unnecessary restrictions on the Board of Directors' freedom of action
and be detrimental to the interests of the company's shareholders.


Kvistgård, 8 April 2008

Board of Directors of Bavarian Nordic



Contact:
Anders Hedegaard, President & CEO | +45 33 26 83 83