Bavarian Nordic A/S – Notice Convening Ordinary General Meeting
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 on
Monday, 16 April 2012 at
16.00 o'clock
at Comwell Borupgaard, Nørrevej 80, 3070 Snekkersten,
Denmark with the following agenda:
- The Board of Directors' report on the Company's activities in
the past year.
- 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 to discharge the Board of Directors and the Board
of Management from their obligations.
- Election of Members to the Board of Directors.
- Election of Auditors.
- Any proposal from the Board of Directors or shareholders.
The Board of Directors has proposed the following
resolutions:
a) Proposal to divide the authorisation of the Board of Directors
in Article 5a of the Articles of Association into two separate
authorisations (Articles 5a(1) and 5a(2)) as a consequence of the
Danish Business Authority's altered interpretation of Article
155(3) of the Danish Companies Act on pre-emption rights in
connection with a capital increase, as well as to increase and
extend the two authorisations so that the Board of Directors
overall is authorised to increase the share capital of the Company
with a total of nominally DKK 26,000,000 until 30 June 2013.
b) Proposal to increase the authorisation of the Board of Directors
in Article 5b of the Articles of Association, so that until 31
December 2013 the Board of Directors is authorised to issue
warrants which entitle the holders to subscribe for shares in the
Company at a nominal value of up to DKK 6,000,000.
c) Proposal to increase and extend the authorisation of the Board
of Directors in Article 5h of the Articles of Association to take
up a loan against convertible notes.
d) Proposal to approve remuneration of the Board of Directors for
the current financial year.
e) Proposal to authorise the Board of Directors to purchase own
shares.
- Any other business.
* * * * * * * *
Elaboration on selected items of the
agenda:
Re 5) Election of Members of the Board of
Directors
The Board of Directors proposes that Asger Aamund, Claus
Bræstrup, Gerard van Odijk, Anders Gersel Pedersen and Erik
G. Hansen are re-elected. Erling Johansen has notified the Board of
Directors that he does not wish to be re-elected.
The members of the Board of Directors are as follows:
Asger Aamund, Chairman
Mr Aamund is President & CEO of A.J. Aamund A/S, a holding
company focusing on the field of biotechnology. He was previously
CEO of Ferrosan, a Danish pharmaindustrial group. Mr Aamund is
Chairman of the Board of Directors of Rehfeld Partners A/S and a
member of the Board of Directors of A.J. Aamund A/S. The special
competencies possessed by Mr Aamund that are important for the
performance of his duties in the Company are his management
experience from many years in the Danish and international
pharmaceutical industry. As a pioneer in Danish biotech, Mr Aamund
has had a key role in the establishment and commercialisation of
several companies and he is well experienced in collaborations and
partnering in the international pharmaceutical industry.
Claus Bræstrup
Dr Bræstrup is former President and CEO of H. Lundbeck
A/S. He has previously served at Novo Nordisk A/S as Vice President
of Pharmaceutical Research, President of its CNS Division and
President of the Diabetes Care Division, and at Schering AG as Head
of Preclinical Drug Research. Dr Bræstrup is Chairman of the
Board of Probiodrug AG and a member of the board with Santaris
Pharma A/S and Evolva Holding SA. The special competencies
possessed by Dr Bræstrup that are important for the
performance of his duties in the Company are his scientific
qualifications and his extensive executive background within the
international pharmaceutical industry.
Gerard van Odijk
Dr van Odijk is President and CEO of Teva Pharmaceuticals Europe
B.V. Dr van Odijk's international executive career has led to a
variety of senior positions in GlaxoSmithKline (GSK). Dr van Odijk
is Chairman of the Board of Merus Biopharmaceuticals B.V. The
special competencies possessed by Dr van Odijk that are important
for the performance of his duties are his medical qualifications
and his extensive executive background within the international
pharmaceutical industry.
Anders Gersel Pedersen
Dr Pedersen is Executive Vice President of Research &
Development at H. Lundbeck A/S. Before joining H. Lundbeck A/S in
2000, he worked for Eli Lilly for 11 years, ten of them as a
director overseeing worldwide clinical research in oncology. He is
a member of the European Society of Medical Oncology, the
International Association for the Study of Lung Cancer, the
American Society of Clinical Oncology, the Danish Society of
Medical Oncology and the Danish Society of Internal Medicine. Dr
Pedersen is Chairman of the Board of Lundbeck International
Neuroscience Foundation and a member of the Board of Directors of
Lundbeck Cognitive Therapeutics A/S, ALK-Abelló A/S and
Genmab A/S (Deputy Chairman). The special competencies possessed by
Dr Pedersen that are important for the performance of his duties in
the Company are his scientific qualifications and his extensive
executive background within the international pharmaceutical and
biotech industries.
Erik G. Hansen
Mr Hansen is Director of Rigas Holding ApS. He previously held
the positions as Managing Director at Dansk Portefølje A/S
(now Nykredit Asset Management) and CFO in A.P. Møller -
Maersk A/S. Mr Hansen is Chairman of the Board of Directors of A/S
af 26. marts 2003, COMX Networks A/S, DTU Symbion Innovation A/S,
NPT A/S, Polaris Management A/S, TTiT A/S and TTiT Ejendomme A/S;
he is also a member of the Board of Directors of Fertin Pharma A/S
(Deputy Chairman), Gumlink A/S (Deputy Chairman),
Bagger-Sørensen & Co. A/S (Deputy Chairman), Lesanco
ApS, OKONO A/S, PFA Holding A/S, PFA Pension Forsikring A/S,
Polaris Invest II ApS, Wide Invest ApS and Aser Ltd. In addition,
Mr Hansen is a member of the Executive Boards of Rigas Holding ApS,
Rigas Invest ApS, Tresor Asset Advisers ApS, E.K.P. Invest ApS,
Berco ApS, BFB ApS, Sirius Holding ApS, Tresor ApS, EGH Private
Equity ApS and Hansen Advisers ApS. The special competencies
possessed by Mr Hansen that are important for the performance of
his duties are his training and experience in and thorough
understanding of managing finance operations. Mr Hansen is also
Chairman of the audit committee of Bavarian Nordic.
Re 6) Election of Auditors
The Board of Directors proposes that Deloitte is re-elected as
the Company's auditor.
Re 7a) Proposal to divide the authorisation of the Board
of Directors in Article 5a to increase the share capital into two
separate authorisations (Articles 5a(1) and 5a(2)), as a
consequence of the Danish Business Authority's altered
interpretation of Article 155(3) of the Danish Companies Act on
pre-emption rights in connection with a capital increase, as well
as to increase and extend the two authorisations to the Board of
Directors to increase the share capital
The Board of Directors proposes to divide the authorisation of
the Board of Directors in Article 5a of the Articles of Association
into two separate authorisations (Articles 5a(1) and 5a(2)), as a
consequence of the Danish Business Authority's altered
interpretation of Article 155(3) of the Danish Companies Act on
pre-emption rights in connection with a capital increase, and to
insert a new provision as a new Article 5a(3) stating the maximum
nominal share capital increase that the Board of Directors overall
is authorized to carry out. The Board of Directors further proposes
to increase and extend the two authorisations, so that the Board of
Directors overall is authorised to increase the share capital of
the Company in one or more issues with a total of nominally DKK
26,000,000 until 30 June 2013. The proposal entails amending
Article 5a of the Articles of Association to the following:
"Subsection 1
For the period ending on 30 June 2013, 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
26,000,000 (26,000,000 shares of DKK 1 and multiples hereof) by the
subscription of new 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. 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 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.
Subsection 2
For the period ending on 30 June 2013, 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
26,000,000 (26,000,000 shares of DKK 1 and multiples hereof) by the
subscription of new shares. The existing shareholders shall not
have pre-emption right 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 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.
Subsection 3
When exercising the authorisations given in Articles 5a(1)
and 5a(2) the Board of Directors is overall authorised to increase
the share capital of the Company with a total of nominally DKK
26,000,000 (26,000,000 shares of DKK 1 and multiples
hereof)."
Re 7b) Proposal to increase the authorisation of the
Board of Directors in Article 5b to issue
warrants
The Board of Directors proposes to increase the authorisation of
the Board of Directors in Article 5b of the Articles of Association
so that until 31 December 2013 the Board of Directors is authorised
to issue warrants which entitle the holders to subscribe for shares
in the Company at a nominal value of up to DKK 6,000,000. The Board
of Directors also proposes authorising 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
authorisation. The proposal entails authorising the Board of
Directors to increase the share capital of the Company as a
consequence of the issuance of warrants until 1 April 2017 as well
as amending Article 5b of the Articles of Association to the
following:
"During the period ending 31 December 2013, 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 6,000,000 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 300.000. Any
issuance of warrants to the Board of Directors and/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 section 139 of the Danish 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 1 April
2017 to increase the share capital by a nominal value of up to DKK
6,000,000 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.
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 authorisation. 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 authorisation, if previously issued
warrants have lapsed."
Re 7c) Proposal to increase and extend the
authorisation of the Board of Directors in Article 5h of the
Articles of Association to take up a loan against convertible
notes
The Board of Directors proposes that the General Meeting
resolves to increase and extend the authorisation of the Board of
Directors contained in Article 5h of the Articles of Association to
take loans against convertible notes and to carry out the capital
increase related hereto. It is proposed that the size of the loan,
which the Board of Directors is authorised to take against the
issuance of convertible notes, is increased by DKK 111,000,000, so
that the Board of Directors henceforth is authorised to take loans
of up to DKK 150,000,000 against the issuance of convertible notes.
It is also proposed that the authorisation is extended until 1
April 2017.
The proposal entails amending Article 5h of the Articles of
Association to the following:
"During the period ending 1 April 2017, the Company may in
one or more portions by resolution of the Board of Directors obtain
loans in an amount of up to DKK 150,000,000 against issue of
convertible notes which gives the right to subscribe for shares in
the Company. The Company's existing shareholders shall not have
pre-emption right. The loans shall be paid in cash. The terms and
conditions for 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 authorised during the period until 1
April 2017 to increase the share capital by a nominal value of up
to DKK 26,000,000 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 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 conversion of the
issued convertible notes, i.e. from the time of
subscription."
Re 7d) Proposal to approve remuneration of the Board
of Directors for the current financial year
The Board of Directors proposes that the Board of Directors
receives remuneration for the current financial year in the amount
of DKK 1,400,000 distributed with DKK 400,000 to the Chairman and
DKK 200,000 to each of the other members of the Board of Directors.
The Board of Directors also proposes that each board member is
awarded 5,000 warrants which entitle the holders to subscribe for
shares in the Company. The granting of warrants takes place in
accordance with the authorisation of the Board of Directors in
Clause 5 of the Articles of Association to issue warrants.
Re 7e) Proposal to authorise the Board of Directors
to purchase 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.
It is therefore proposed that the following authorisation is
granted to the Company's Board of Directors pursuant to Article 198
of the Danish Companies Act:
The General Meeting hereby authorises 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
for the Company's shares may not deviate by more than 10 % from the
bid rate established by NASDAQ OMX Copenhagen at the time of
acquisition. The bid rate shall be the closing rate at NASDAQ OMX
Copenhagen - all trades at 17.00 o'clock.
This authorisation is granted to the Company's Board of
Directors for the period until the next ordinary General
Meeting.
* * * * * * * *
Adoption of the proposals referred to in items 1, 2, 3, 4, 5, 6,
7d, and 7e requires a simple majority of votes.
Adoption of the remaining proposals referred to in items 7a, 7b,
and 7c 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 of the votes cast as well
as at least two-thirds of the votes represented at the General
Meeting.
Shareholders who wish to attend the General Meeting must order
admission cards no later than on 12 April 2012 in accordance with
Article 11 of the Articles of Association. Please be informed that
attendance of the General Meeting requires ordering an admission
card prior to the General Meeting. Admission cards may be ordered
from Bavarian Nordic A/S at www.bavarian-nordic.com,
by telephone: +45 3326 8383, by fax: +45 3326 8380, or by
submission of the enclosed order form for registered shareholders
who receive the convening notice by post.
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, 9 April 2012, or who has made a request to
such effect by that date is entitled to attend and vote at the
General Meeting.
The ordered admission cards will to the extent possible be
forwarded to the shareholders prior to the General Meeting.
Admission cards, which have been ordered in due time, but which
have not been received by the shareholder prior to the General
Meeting, will be handed out at the entrance to the General Meeting
upon the shareholder showing identification (for example a passport
or driver's license).
A voting ballot will be handed out with the admission card
specifying the number of votes of each shareholder.
Shareholders may vote by proxy. The proxy holder must provide a
written and dated instrument of 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.
The Company will provide the shareholders with both written and
electronic proxy forms. A written proxy form may be ordered from
Bavarian Nordic A/S at www.bavarian-nordic.com, by
telephone: +45 3326 8383, or by fax: +45 3326 8380 and is enclosed
the convening notice sent to the registered shareholders, who have
requested to receive the convening notice etc. by post.
Shareholders may also notify the Company electronically of the
appointment of a proxy at www.bavarian-nordic.com.
It is also possible for shareholders to vote by post. The
Company will from 23 March 2012 make a postal voting form available
for the shareholders on the Company's website www.bavarian-nordic.com.
A postal voting form may also be ordered from Bavarian Nordic A/S
at www.bavarian-nordic.com,
by telephone: +45 3326 8383, or by fax: +45 3326 8380 and is
enclosed the convening notice sent to the registered shareholders
who have requested to receive the convening notice etc. by post.
Postal votes must be sent to the Company at Bavarian Nordic,
Hejreskovvej 10A, 3490 Kvistgård, Denmark, and must be
received by the Company no later than 13 April 2012. Once the
postal vote has been received by the Company, the vote cannot be
revoked by the shareholder.
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 in writing or orally at the General
Meeting.
The following documents and information will be available on the
Company's website at www.bavarian-nordic.com from
23 March 2012 to 16 April 2012 (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 2011 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.
The Company's share capital amounts to DKK 260,943,610 divided
into shares in the denomination of DKK 1 and multiples thereof.
Each share of a nominal value of DKK 10 gives one vote.
Contact:
Anders Hedegaard, President & CEO.
Phone: +45 23 20 30 64
