Recommended public takeover offer

IMPORTANT NOTICE – PLEASE READ THIS DISCLAIMER CAREFULLY BEFORE PROCEEDING

You are attempting to enter the section of this website (the "Microsite") that is designated for the publication of documents and information (together, the "Information") in connection with the voluntary recommended public tender offer (the “Offer”) by Innosera ApS (the “Offeror”) to acquire all issued and outstanding shares of Bavarian Nordic A/S (“Bavarian Nordic”), a company organized under the laws of Denmark.

ACCESS TO THE MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE, DIRECTLY OR INDIRECTLY BY, PERSONS WHO ARE RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION (A "RESTRICTED JURISDICTION"). IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION, OR VIEWING THE INFORMATION WOULD RESULT IN A VIOLATION OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS WEBPAGE.

THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. ANY PERSON SEEKING ACCESS TO THE MICROSITE REPRESENTS AND WARRANTS TO THE OFFEROR AND BAVARIAN NORDIC THAT THEY ARE DOING SO FOR INFORMATION PURPOSES ONLY.

Access to the Information

If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. Bavarian Nordic reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of Bavarian Nordic.

Similarly, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, distributed, or sent in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction.

To allow you to view information about the Offer, you must read this notice and then click "I ACCEPT". If you are unable to agree, you should click "I DECLINE" and you will not be able to view information about the Offer.

The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Offer would be made solely by means of an offer document which would contain the full terms and conditions of such Offer, including details on how it may be accepted. Any decision made in relation to such Offer should be made solely and only on the basis of the information provided in any such document.

Jurisdiction and Applicable Law

The Offer is subject to the laws of Denmark. The Offer relates to the securities of a Danish company and is subject to the disclosure requirements applicable under Danish law, which may be different in material respects from those applicable in the U.S or other jurisdictions.

The Offer is not being made, directly or indirectly, in or into the Restricted Jurisdictions by use of mail or any other communication means, or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone, and the internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue of the Restricted Jurisdictions and the Offer cannot be accepted by any such use or by such means, instrumentality, or facility of, in or from the Restricted Jurisdictions. Accordingly, the Information relating to the Offer are not being and should not be sent, mailed, or otherwise distributed or forwarded in or into the Restricted Jurisdictions.

The Offer is not being, and must not be, sent to Bavarian Nordic shareholders with registered addresses in the Restricted Jurisdictions. Banks, brokers, dealers and other nominees holding Shares for persons in the Restricted Jurisdictions must not forward the Offer Materials or any other document received in connection with the Offer to such persons.

Persons receiving such documents or information (including custodians, custodian banks, nominees, trustees, representatives, fiduciaries or other intermediaries) should not distribute or send them in or into a Restricted Jurisdiction or use the mails or any means, into or within a Restricted Jurisdiction in connection with the Offer. Any failure to comply with these restrictions may constitute a violation of the securities laws of any of the Restricted Jurisdictions. It is the responsibility of all persons obtaining the Information relating to the Offer Document or to the Offer or into whose possession such Information otherwise come, to inform themselves of and observe all such restrictions.

Any recipient of the Information who is in any doubt about his or her status in relation to these restrictions should consult his or her professional adviser in the relevant territory.

Any person (including, without limitation, custodians, nominees, trustees, representatives, fiduciaries or other intermediaries) who intends to forward the Information or any related document to any jurisdiction outside of Denmark should inform themselves of these restrictions before taking any action.

None of the Offeror or Bavarian Nordic, their advisors or the settlement agent accepts or assumes any responsibility or liability for any violation by any person of any such restrictions.

Notice to Bavarian Nordic shareholders in the United States of America

The Offer is being made in the U.S. in compliance with Section 14(e) of, and applicable provisions of Regulation 14E promulgated under, the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and otherwise in accordance with the requirements of Danish law. The Offer is not subject to Section 14(d)(1) of, or Regulation 14D promulgated under, the Exchange Act. The Offer is subject to disclosure and procedural requirements that may be different than those applicable in relation to U.S. domestic tender offers, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions. In addition, the financial information contained in the Offer Document has not been prepared in accordance with generally accepted accounting principles in the U.S. and thus may not be comparable to financial information relating to U.S. companies. Shareholders whose place of residence, seat or habitual residence is in the U.S. (the "U.S. Shareholders") are encouraged to consult with their own advisors regarding the Offer.

Equal Treatment and Dissemination

The Offer is made to U.S. Shareholders on the same terms and conditions as those made to all other shareholders to whom the Offer is made. Any information documents, including the Offer Document, are being disseminated to U.S. Shareholders on a basis reasonably comparable to the method that such documents are provided to other shareholders.

Limitations on Enforcement and Jurisdiction

It may be difficult for U.S. Shareholders to enforce certain rights and claims they may have arising in connection with the Offer under U.S. securities laws, since the Offeror and Bavarian Nordic are located in non-U.S. jurisdictions, and some or all of their respective officers and directors are residents of non-U.S. jurisdictions. U.S. Shareholders may not be able to sue the Offeror or Bavarian Nordic and/or their respective officers or directors in a non-U.S. court for violations of U.S. securities Laws. Further, it may not be possible to compel the Offeror or their respective Affiliates, as applicable, to subject themselves to the judgment of a U.S. court.

Tax Matters

The receipt of cash pursuant to the Offer by a U.S. Shareholder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax Laws. Each U.S. Shareholder is urged to consult its independent professional advisor immediately regarding the tax consequences to such U.S. Shareholder of accepting the Offer.

Purchases Outside the Offer

In accordance with customary Danish practice and to the extent permitted by applicable Law, including Rule 14e-5(b) of the Exchange Act, the Offeror or any Offeror Affiliate or nominees or brokers of the foregoing (acting as agents or in a similar capacity), may from time to time make certain purchases of, or arrangements to purchase, Shares (or any securities that are convertible into, exchangeable for or exercisable for such Shares) outside of the U.S., other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. If, prior to completion of the Offer, the Offeror or any Offeror Affiliate or any nominee or broker of the foregoing acquires Shares at a higher price than the Offer Price, the Offeror will increase the Offer Price correspondingly as required by applicable Law. In addition, affiliates of the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of Bavarian Nordic, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with applicable Law and regulation. Any information about such purchases will be announced through Nasdaq Copenhagen and relevant electronic media if, and to the extent, such announcement is required under applicable Law, rules or regulations.

Forward-Looking Statements

This Microsite and the Information contained in it may contain statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms anticipates, believes, could, estimates, expects, intends, may, plans, projects, should or will, or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. All forward-looking statements contained in this Microsite and the Information contained in it are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

By their nature, forward-looking statements involve risk and uncertainty because they are based on management's current expectations and assumptions and they relate to future events and other risks, uncertainties, assumptions and circumstances relating to the Offeror and Bavarian Nordic and their respective operations, results of operations and growth strategy. Forward-looking statements may, and often do, differ materially from actual results, performance or events expressed or implied in these statements. Readers should not place undue reliance on forward-looking statements.

Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained and only reflects the Offeror and Bavarian Nordic’s current view with respect to future events. Other than in accordance with its respective legal or regulatory obligations, the Offeror and Bavarian Nordic are not under any obligation and expressly disclaim any intention or obligation (to the maximum extent permitted by law) to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No U.S. Regulatory Approval

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN ANY STATE OF THE U.S. HAS APPROVED OR DECLINED TO APPROVE THE OFFER OR THIS OFFER DOCUMENT, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR PROVIDED AN OPINION AS TO THE ACCURACY OR COMPLETENESS OF THIS OFFER DOCUMENT OR ANY OTHER DOCUMENTS REGARDING THE OFFER. ANY DECLARATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENCE IN THE U.S.

Restrictions on Distribution

THE MATERIALS CONTAINED ON THIS MICROSITE MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION, OR REPRODUCTION OF THESE MATERIALS IN WHOLE OR IN PART IS UNAUTHORIZED.

Confirmation of understanding and acceptance

• I have read and understood the notice set out above and I agree to be bound by its terms.
• I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this Microsite or parts of it illegal.
• I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time.
• I represent and warrant to the Offeror and Bavarian Nordic that I intend to access this Microsite for information purposes only.

If you are not able to give these confirmations, you should click on I DECLINE below.

I ACCEPT

I DECLINE