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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, 26 April 2005 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
- Election of Members to the Board of Directors
- Election of Auditors
- Any proposal from the Board of Directors or shareholders, including proposal for authorisation to the Company to acquire own shares
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 2005, 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 carry through the proposed offering, cf. Stock Exchange Announcement 02-05 of 14 February 2005. It is therefore proposed that the current Article 5a is deleted and that the following authorization is adopted into the Company’s Articles of Association as Article 5a, observing Article 37 of the Danish Companies Act:
"§5a
For the period ending on 30 June 2006, the Board of Directors shall be authorised to increase the company’s share capital in one or more issues in total nominally DKK 20,000,000 (2,000,000 shares of DKK 10).
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 what is mentioned in article 5a subsection 3 or in other ways, such as by conversion of debts or in payment of a contribution of property, 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.”
B. 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 Articles 48; subsection 2 of the Danish Companies Act:
The general meeting hereby authorises the Board of Directors to acquire own shares on behalf of the Company, observing Articles 48 of the Danish Companies Act. The Company may only acquire 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 shall be the closing rate at the Copenhagen Stock Exchange – 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.
C. Authorisation for Issue of Warrants for Employees
The Board of Directors proposes that the existing authorisation to the Board of Directors to issue warrants to the employees in the Company is replaced as part of the existing authorisation has been partly used. The Board of Directors thus proposes to be authorised to issue warrants to the management and employees in the Company and its subsidiaries and to implement the related capital increase. It is therefore proposed that the following authorisation is adopted in the Company’s Articles of Association as Articles 5c, observing Articles 40b of the Danish Companies Act:
Ҥ 5b
During the period ending 1 May 2008, the Company may issue up to 200,000 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 shares with up to 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 for the share, issued based on the warrants, meaning that the pre-emption rights to subscribe for 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 2010 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.” |
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 21 April 2005. 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.
Copenhagen, 5 April 2005
Asger Aamund, Chairman of the Board
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