Pursuant to Article 10 of the Articles of Association, the
shareholders of Bavarian Nordic A/S are hereby convened to the
ordinary General Meeting to be held:
Tuesday, 29 April 2008 at 16.00 hours
at Radisson SAS Scandinavia Hotel, Amager Boulevard 70, DK-2300
Copenhagen S, Denmark with the following agenda:
1) The Board of Directors' report on the Company's
activities in the past year.
2) The 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) Election of Members to the Board of Directors.
5) Election of Auditors.
6) Any proposal from the Board of Directors or
shareholders, including proposal for authorisation to the Company to
acquire own shares.
6 A) 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 2008, is replaced with a similar authorisation for the
period until 30 June 2009. 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, developing and strengthening 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 Public Companies Act:"Article 5a
For the period ending on 30 June 2009, 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.
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 Article 33 of the Danish Public 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 Public Companies Act, including
sections 79 and 80 of the Act.
The 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."
6 B) Approval of Policy for Incentive Remuneration of the Board
of Directors and the Management in Bavarian Nordic A/S
In June 2007 the Danish parliament adopted new rules as part of its
efforts to increase transparency in listed companies, which require
the general meeting's approval of guidelines for incentive
remuneration of the Board of Directors and the Management (Article
69b of the Danish Public Companies Act). The Company has prepared a
new policy in accordance with article 69b of the Danish Public
Companies Act and the guidelines from the Corporate Governance
Committee in Denmark for such policies. The Board of Directors has
decided that these guidelines for incentive remuneration for the time
being also should apply as regards the rest of the Company's
executive management employed by the Company and based in Denmark.
The draft policy is available for review at the Company's office in
Kvistgaard, Denmark and will be forwarded to all shareholders,
registered by name, who have so requested.
The Board of Directors submits the draft guidelines for consideration
and approval of the general meeting.
In accordance with article 69b of the Danish Public Companies Act and
based on the approval of the general meeting of the above, which does
not require special majority, the following new article 17a shall be
included in the Articles of Associations:"Article 17a
In accordance with article 69b of the Danish Public Companies Act,
the Company has adopted a policy for incentive remuneration of the
Board of Directors and the Board of Management. The Policy has been
submitted to and approved by the general meeting. The policy is
available on the Company's website or by contacting the Company."
6 C) Authorization for issuing warrants to the management and
employees et al.
It is proposed that the Board of Directors is authorized to issue
warrants to the management and employees of the Company and its
subsidiaries and for implementing capital increases in this respect.
Because the existing authorisation in article 5b of the Articles of
Association has been used, it is proposed that the following
authorization is adopted as Article 5f in the Company's Articles of
Association:"Article 5f
During the period ending 1 May 2011, 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, including to consultants and the Company's Board
of Directors, for the subscription of shares of a nominal value of up
to DKK 2,000,000 by cash contribution at a subscription price and on
such other terms as the Board of Directors may determine.
Notwithstanding the foregoing, the issuances of warrants to members
of the Board of Directors may not exceed a nominal value of DKK
200,000. Any issuance of warrants to the Board of Directors or
management shall be made in accordance with the Company's policy for
incentive remuneration of the Board of Directors and the Management,
prepared in accordance with Article 69b of the Danish Public
Companies Act and approved by the general meeting, cf. Article 17a of
the Articles of Association.
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 authorised during the period until 26 April 2013 to
increase the share capital by a nominal value of up to DKK 2,000,000
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.
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 and shall be issued to the
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 to be redeemed - in whole or in part. The
new shares shall carry the right to dividend from the time of
subscription"
6 D) Resolution on amendment of Article 10, sub-section 4 of the
Articles of Association (Publication of notice for convening)
Due to new rules for notice for convening the annual general meeting
the Board of Directors proposes that Article 10(4) of the Articles of
Association is amended to as follows:"Article 10(4)
General meetings shall be convened by publication in one leading
newspaper and in the IT information system of the Danish Commerce and
Companies Agency. Furthermore, a written notice convening the annual
general meeting shall be sent to all registered shareholders who have
so requested."
6 E) Authorisation to Acquire own Shares
The Board of Directors proposes that the Board of Directors is
authorised on behalf of the Company to acquire own shares in the
Company. Such authorisation has been given in previous years.
It is therefore proposed that the following authorisation is granted
to the Company's Board of Directors pursuant to Article 48;
subsection 2 of the Danish Public Companies Act:
The General Meeting hereby authorises the Board of Directors to
acquire own shares on behalf of the Company in accordance with
Article 48 of the Danish Public Companies Act. The Company may only
acquire own shares for a total nominal value of up to 10% of the
Company's share capital. The remuneration paid for the Company's
shares may not deviate by more than 10% from the bid rate established
by OMX Nordic Exchange Copenhagen at the time of acquisition. The bid
rate shall be the closing rate at the OMX Nordic Copenhagen - all
trades at 17.00 hours.
This authorisation is granted to the Company's Board of Directors for
the period until the next ordinary General Meeting, however for a
maximum of 18 months.
6 F) Proposal no. 1 from a shareholder
Being a shareholder in the Company Fundamental Fondsmæglerselskab A/S
has submitted the proposal below for consideration by the general
meeting if Mr. Asger Aamund runs for the Board of Directors and is
elected. The proposal is available for review at the Company's office
in Kvistgaard, Denmark and will be forwarded to all shareholders,
registered by name, who have so requested."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.
Reason for the proposal:
It is not appropriate that the Chairman of the Board of Directors of
a listed company makes statements regarding his personal purchase and
sales preferences with respect to the shares of the company in which
he is the Chairman of the Board of Directors.
This has been done by Mr. Asger Aamund on several occasions with
respect to his shares in Bavarian Nordic A/S, which in the opinion of
the proposer, has had a noticeable negative effect on the price of
the Company's shares as well as the respect for the Company's
Chairman and with harmful effect to the reputation of Bavarian Nordic
A/S as a result. Furthermore it is not appropriate that the Company's
management shall use its resources commenting on such statements to
existing and potential shareholders.
As several requests to the Chairman in this respect from Fundamental
Fondsmæglerselskab A/S as well as other market participants and
investors have been unsuccessful, we are compelled to cause that such
request to the Chairman is made by the Company's supreme authority,
the general meeting."
6 G) Proposal no. 2 from a shareholder
Being a shareholder in the Company Fundamental Fondsmæglerselskab A/S
has submitted the proposal below for consideration by the general
meeting if Mr. Asger Aamund runs for the Board of Directors and is
elected. The proposal is available for review at the Company's office
in Kvistgaard, Denmark and will be forwarded to all shareholders,
registered by name, who have so requested."The general meeting requires the following of Mr. Asger Aamund if he
is elected for the Board of Directors and if the Board of Directors
subsequently appoints Mr Asger Aamunds Chairman of the Board or
Directors:
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.
Reason for the proposal:
In his capacity as Chairman of the Board of Directors of Bavarian
Nordic A/S, Mr. Asger Aamund has stated that several notifications
regarding acquisition of the Company has been received. For example
such statement was made on 6 June 2007 at which time the share price
was approximately DKK 550 per share. Furthermore, Mr. Asger Aamund
stated that he did not want to enter into negotiations unless a
considerable premium to the share prices was indicated. It is unknown
to the proposer, if such notifications have been submitted to the
entire Board of Directors of Bavarian Nordic A/S. It is however a
fact that the shareholders in the Company have not been informed by
the Company and thus have not had a chance to consider such
proposals.
It is evident that any notifications of this kind should have been
discussed with and in the future must be discussed by the entire
Board of Directors with further negotiation in mind and eventually
submission to the shareholders. Bavarian Nordic A/S being a listed
company, in which Mr. Asger Aamund obviously is not the sole
shareholder, it is the opinion of Fundamental Fondsmæglerselskab A/S,
that Mr. Asger Aamund is not entitled to allow his personal opinion
of the value of the Company to overrule the fundamental rules for
loyal submission offers to the Company's other shareholders."
The adoption of the proposals referred to in items 6A, 6C and 6D
require a special majority, cf. Article 78 of the Danish Public
Companies Act and Article 16 of the Articles of Association.
According to this, the adoption of such proposals require the
affirmative votes of at least two-thirds of the votes cast and the
votes represented at the General Meeting, and that at least half of
the share capital is represented at the General Meeting. In the event
that less than half of the share capital is represented at the
General Meeting, but the resolution is passed by at least two-thirds
of the votes cast as well as of the votes represented at the General
Meeting, the resolution may be passed by two-thirds of the votes cast
as well as of the votes represented at a new General Meeting convened
within 14 days after the date of the preceding General Meeting.
In accordance with Article 73, sub-section 5 of the Danish Public
Companies Act it is informed that the Company's share capital amounts
to DKK 78.155.680 divided into shares in the denomination of DKK 1
and multiples thereof. Each share of a nominal value of DKK 10 gives
one vote.
Pursuant to Article 11 of the Articles of Association, shareholders
who wish to attend the General Meeting shall order admission cards no
later than Thursday 24 April 2008. Admission cards may be ordered
from Bavarian Nordic A/S (by tel: +45 3326 8383; by fax: +45 3326
8380) or, for registered Shareholders, who receive the agenda/summon
and the Annual Report by mail, by submission of the enclosed order
form, or at www.bavarian-nordic.com. 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, 8 April 2008
Asger Aamund
Chairman
Contact:
Anders Hedegaard, President & CEO | +45 33 26 83 83
