Notice convening ordinary general meeting in Bavarian Nordic A/S
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:
Friday, 30 April 2004 at 16.00 hours
At Radisson SAS Scandinavia Hotel, Amager Boulevard 70, DK-2300 Copenhagen S, Denmark with the following agenda:
The Directors’ report on the Company’s activities in the past year.
The presentation of the Annual Report for adoption.
A proposal from the Board of Directors regarding the application of profit or covering of loss pursuant to the Annual Report as adopted.
A resolution for ratification of the Acts of the Board of Directors and the Board of Management.
Election of Members to the Board of Directors.
The Board of Directors proposes re-election of the existing members.
In addition, the Board of Directors proposes election of Managing Director Ulrik Bülow as a Member of the Board of Directors.
Ulrik Bülow is Managing Director of The Danish Tourist Board (Danmarks Turistråd) and is Board Member in the following organisation: Egmont International A/S, The Egmont Foundation (Egmont Fonden), The Danish Brewery Group A/S (Bryggerigruppen A/S), National Industri A/S, The Labour Market Holiday Fund (Arbejdsmarkedets Feriefond) and HCA2005 Foundation (HCA2005 Fonden).
Election of Auditors.
Any proposal from the Board of Directors or shareholders.
The Board of Directors presents the following proposals for adoption at the General Meeting:
7A – Change of Registered Office In consequence of the company’s acquisition of a new facility in Kvistgård, Denmark and that it is the intention to move the headquarters of the company to Kvistgård, it is proposed to move the Registered Office of the company to the Municipality of Helsingør. The Board of Directors proposes that Article 2 of the Articles of Association is amended as follows:
”Article 2 The registered office of the Company will be situated in the Municipality of Helsingør”.
7B – Authorization to acquire own shares The Board of Directors proposes that the Board of Directors is authorized on behalf of the Company to acquire its own shares in the Company. Such authorization has been given in previous years.
It is therefore proposed that the following authorization is granted to the Company’s Board of Directors pursuant to Articles 48; subsection 2 of the Danish Companies Act:
The General Meeting hereby authorises the Board of Directors to acquire its own shares on behalf of the Company, observing Articles 48 of the Danish Companies Act. The Company may only acquire its own shares for a total nominal value of 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 the Copenhagen Stock Exchange at the time of acquisition. The bid rate is the closing rate on all trades on the day of the acquisition at the Copenhagen Stock Exchange – as of 17.00 hours.
This authorization is granted to the company’s Board of Directors for the period until the next ordinary General Meeting, and only for a maximum of 18 months.
7C – Settlement of the Share Premium Account With reference to the Danish Companies Act, Article 111, Subsection 3, no. 3, cf. Article 46, Subsection 1 the Board of Directors proposes that the General Assembly decides to transfer DKK 396,167,000 from “Share Premium from Issues of Shares” to the company’s free reserves. If the proposal is adopted the decision must be advertised as a publication in the Official Gazette (Statstidende) with a three-month notice to the company’s creditors before the decision is executed.
Sundry proposals from the Board of Directors or shareholders.
The adoption of the proposals referred to in items 7A and 7C require a special majority, cf. Article 78 of the Danish 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.
Pursuant to Article 11 of the Articles of Association, shareholders who wish to attend the General Meeting shall order admission cards from Bavarian Nordic A/S, (tel: +45 3326 8383 or fax: +45 3326 8380) no later than 28 April 2003. 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.
