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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 of Directors proposes to transfer the Company’s result to 2025.

Re 4) Presentation of and indicative vote on the Remuneration Report
The Board of Directors proposes that the Remuneration Report for 2024 is adopted.

Re 6) Election of Members of the Board of Directors
The Board of Directors proposes that Luc Debruyne, Frank Verwiel, Anne Louise Eberhard, Heidi Hunter, Johan van Hoof and Montse Montaner are re-elected. Anders Gersel Pedersen, member of the Board, has informed the Board of Directors that he is not seeking re-election. If elected, the Board of Directors will consist of 3 female and 3 male shareholder elected board members.

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 6 of the nominated candidates are considered independent and as such the Board of Directors will continue to meet the recommendation, if elected.

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

Luc Debruyne
Chair of the board since 2023. Chair of the Nomination and Compensation Committee since 2023 and member of the Science, Technology and Investment Committee since 2023. Independent. Current term expires in 2025. Mr. Debruyne is a Belgian national, born in 1963.

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

Current positions: Chair of the board of Fund Plus. Member of the board of University of Leuven and Zorg KU Leuven, Member of the Institutional Advisory Board at VIB, the Life Sciences Board at Greenlight Biosciences Inc., and the Global Listening Project. Senior Advisor to the CEO at CEPI, the Coalition for Epidemic Preparedness Innovations.

Competences within: Corporate Leadership; Life Sciences; Public Health; Product Development and Supply; Commercial Strategy, M&A and Business Development; Finance, Capital and Risk Management; People and Culture and ESG.

Frank Verwiel, MD, MBA
Member of the board since 2016. Member of the Nomination and Compensation Committee since 2020 and the Science, Technology and Investment Committee since 2022. Independent. Current term expires in 2025.
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.

Competences within: Corporate Leadership; Life Sciences; Commercial Strategy, M&A, and Business Development; Finance, Capital and Risk Management and People and Culture.

Anne Louise Eberhard, LL.M, Graduate Diploma BA
Member of the board since 2019. Chair of the Finance, Risk and Audit Committee since 2020 and member of the Nomination and Compensation Committee since 2023. Independent. Current term expires in 2025. 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. Member of the board of FLSmidth & Co. A/S, Den Danske Unicef Fond and VL 52 ApS. Member of the executive board of EA Advice ApS. Advisory Board Member of a Danish ESG initiative by EY and Erhvervslivets Tænketank, and Faculty Member at Copenhagen Business School, Board Educations.

Competences within: Corporate Leadership; Commercial Strategy; M&A and Business Development; Finance, Capital and Risk Management; People and Culture; ESG and Technology and Digitalization.

Heidi Hunter, MBA
Member of the board since 2023. Chair of the Science, Technology and Investment Committee since 2023. Independent. Current term expires in 2025. 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 Pharma Holding AB, IO Biotech, Inc. and Sutro BioPharma Inc.

Competences within: Corporate Leadership; Life Sciences; Product Development and Supply; Commercial Strategy, M&A and Business Development; Finance, Capital and Risk Management; People and Culture; ESG and Technology and Digitalization. 

Johan van Hoof, MD
Member of the board since 2023. Member of the Science Technology and Investment Committee since 2023 and member of the Finance, Risk and Audit Committee since 2023. Independent. Current term expires in 2025. 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 (now Johnson & Johnson Innovative Medicine). Formerly Chief Operating Officer, R&D of Johnson & Johnsons. 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: 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.

Competences within: Corporate Leadership; Life Science; Public Health; Product Development and Supply and Commercial Strategy; M&A and Business Development.

Montse Montaner
Member of the board since 2024. Independent. Current term expires in 2025. Montse Montaner is a Spanish national, born in 1968.

Montse Montaner is former Chief Quality Officer and the first Chief Sustainability Officer at Novartis where she held various leading positions.

Current positions: Member of the Board of the Children’s Tumor Foundation, CureAge Therapeutics, Ellab A/S and scientific advisor of Nordic Capital. Furthermore, Montse Montaner is CEO and Founder of Montaner & Associates GmbH.

Competences within:  Corporate Leadership, Life Sciences, Product Development and Supply, Commercial Strategy, M&A and Business Development, Finance, Capital and Risk Management, People and Culture and ESG.

Re 7) Election of Auditors
The Board of Directors proposes that KPMG (CVR-nr. 25578198) is re-elected as the Company's auditor.

The Board of Directors further proposes that the appointment of KPMG, as the Company’s auditor, includes the duty to audit and provide statement of assurance on the Company’s sustainability reporting.

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 to increase and extend the authorizations of the Board of Directors in Article 5a, subsections 1-3 of the Articles of Association, so that the Board of Directors during the period until 30 June 2026 is authorized to increase the share capital of the Company in one or more issues by a total of up to nominally DKK 78,854,850, corresponding to 10 % of the Company's share capital.

The proposal entails amending Article 5a, subsections 1-3 of the Articles of Association as follows:

"Subsection 1
For the period ending on 30 June 2026, 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 78,854,850 (7,885,485 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 2026, 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 78,854,850 (7,885,485 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), 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 DKK 78,854,850 (7,885,485 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 to increase and extend the authorization of the Board of Directors in Article 5a, subsection 4 of the Articles of Association, so that the Board of Directors during the period until 30 June 2026 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 78,854,850, corresponding to 10 % of the Company's share capital.

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

“Subsection 4
For the period ending on 30 June 2026, 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 78,854,850. 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 2026 to increase the Company's share capital by a nominal value of up to DKK 78,854,850 (7,885,485 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.”

Re 8c) Proposal to authorize the Board of Directors to issue warrants
The Board of Directors proposes to authorize the Board of Directors so that the Board of Directors until 31 December 2026 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 (identical to nominally DKK 20,000,000 last year). 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 2030. Consequently, amending Article 5b to the Articles of Association as follows:

"During the period ending 31 December 2026, the Company may issue warrants, in one or more portions by resolution of the Board of Directors. The warrants may be issued to 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. Warrants may not be granted to members of the management or 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 2030 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 approve the Remuneration Policy
The Board of Directors proposes to amend the Remuneration Policy to update the remuneration of the Board of Directors, to reflect that Executive Management cannot be granted warrants as part of their (share-based) remuneration and additionally to reflect that a three-year performance period shall apply to the grant of Restricted Stock Units (RSUs) as part of the long-term incentive program for Executive Management (including thereto necessary consequential amendments).

The Remuneration Policy must be submitted for approval in its entirety by the Company’s shareholders at least every fourth year. The Board proposes that the Remuneration Policy is approved in its entirety. The Remuneration Policy was last approved in its entirety at the general meeting in 2024.

The Remuneration Policy 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 update the remuneration for the Board of Directors for the financial year 2025 as set out below:

(i) The annual base fee to members of the Board of Directors will be DKK 317,000 (previously DKK 300,000); (ii) the remuneration to the Chair will be three times (3.0) (same as last year) the annual base fee, equivalent to DKK 951,000; and (iii) the remuneration to the Deputy Chair will be two times (2.0) (previously 1.8 times) the annual base fee, equivalent to DKK 634,000.

As in previous years, the Board of Directors proposes that, in addition to the base fee, members of the Board as part of their remuneration receives RSUs equal to 50% of the annual base fee of DKK 317,000 (for the Chair, however, equivalent to 50% of three times (3.0) the annual base fee and for the Deputy Chair equivalent to 50% of two times (2.0) (previously 1.8 time) the base annual fee) in accordance with the Company’s Remuneration Policy.

The Board of Directors further proposes that the members of the three board committees, in line with previous years, will receive an additional annual committee fee of DKK 120,000 (same as last year) for the Nomination and Compensation Committee, DKK 150,000 (previously DKK 120,000) for the Science, Technology and Investment Committee and DKK 200,000 (previously DKK 120,000) for the Finance, Risk and Audit Committee. Further, it is proposed that the Chairs of the board committees, in accordance with the Remuneration Policy, will receive a higher fee than the ordinary members, with the Chair of the Nomination and Compensation Committee receiving DKK 240,000 (same as last year), the Chair of the Science, Technology and Investment Committee receiving DKK 275,000 (previously DKK 240,000), and the Chair of the Finance, Risk and Audit Committee receiving DKK 375,000 (previously DKK 240,000).

Finally, and as in previous years, 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 2026."

* * * * * * * *

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 and 8c, 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 (2/3) of the votes cast as well as at least two-thirds (2/3) 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 4 April 2025 at 11:59 PM CEST in accordance with Article 11 of the Articles of Association.

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, 2 April 2025, 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 4 April 2025 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 8 April 2025 at 08:00 AM 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 during the meeting. 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, 12 March – 9 April 2025 (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 2024 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 788,548,570 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: https://www.bavarian-nordic.com/privacy/privacy.aspx

About Bavarian Nordic
Bavarian Nordic is a global vaccine company with a mission to improve health and save lives through innovative vaccines. We are a preferred supplier of mpox and smallpox vaccines to governments to enhance public health preparedness and have a leading portfolio of travel vaccines. 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.

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

Contact media:
Nicole Seroff, Vice President Corporate Communications, nise@bavarian-nordic.com, Tel: + 45 53 88 06 03

Company Announcement no. 11 / 2025

Attachment

• 2025-11-en