|
Pursuant to Article 10 of the Articles of Association, the shareholders of Bavarian Nordic A/S are hereby convened to the extraordinary General Meeting to be held:
Wednesday, 24 May 2006, at 10.00 hours
At the Company’s registered office at Bøgeskovvej 9, DK – 3490 Kvistgaard, Denmark with the following agenda:
1. 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 2006, 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 improve the Company’s possibilities for contracting with third parties, including contracting of acquisitions, engage in strategic alliances, develop and strengthen 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 Companies Act:
"Article 5a
For the period ending on 30 June 2007, 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 (2,000,000 shares of DKK 10).
The share capital may be increased by cash payment or in other ways or by issuance of bonus shares to employees in the Company or its subsidiaries. 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 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."
2. Authorisation to amend Article 21 of the Articles of Association (adoption of the IFRS Regulation (EC))
On 3 February 2004 the Danish Parliament adopted an amendment to the Danish Company’s Accounts Act. The amendment implemented options based on the so-called IFRS Regulation (EC) 1606/2002. According to the IFRS Regulation all publicly traded companies within the EU are obliged to present their Annual Group Accounts complying with such IFRS standards as of 1 January 2005. This obligation will further apply to Annual Report for publicly traded companies as of 1 January 2009.
Bavarian Nordic is already presenting its Annual Report and Annual Group Report in accordance with the IFRS standards and the Articles of Association should reflect that.
It is therefore proposed by the Board of Directors that Article 21 of the Articles of Association is amended to the following:
"Article 21
The Company's financial year shall coincide with the calendar year.
The Annual Report and group report shall be prepared pursuant to the applicable legislation regarding the presentation of Annual Reports and the international standards in accordance with the IFRS Regulation."
The proposals were both adopted at the Company’s ordinary General Meeting, held on 26 April 2006, with a majority of at least two-thirds of the votes cast and the votes represented at the General Meeting. However, since 50 per cent (%) of the share capital was not represented at the ordinary General Meeting the proposals could not be finally approved, cf. Article 78 of the Danish Company’s Act and Article 16 of the Articles of Association. In accordance with Article 16 of the Articles of Association the proposals may be adopted at this extraordinary General Meeting, which is summoned no later than 14 days after the ordinary General Meeting, if the proposals are adopted with two-thirds of the votes cast and the votes represented, irrespective of the amount of share capital being represented at the extraordinary General Meeting.
Pursuant to Article 11 of the Articles of Association, shareholders who wish to attend the General Meeting shall order admission cards no later than 19 May 2006. Admission cards may be ordered from Bavarian Nordic A/S (by tel: +45 3326 8383; by fax: +45 3326 8380). 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, 3 May 2006
Asger Aamund
Chairman
|
