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Bavarian Nordic A/S – Notice Convening Annual General Meeting | ||
By: GlobeNewswire - 21 Mar 2024 | Back to overview list |
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COPENHAGEN, Denmark, March 21, 2024 – Pursuant to Articles 10-14 of the Articles of Association, the shareholders of Bavarian Nordic A/S are hereby convened to the Annual General Meeting to be held on Tuesday, 16 April 2024, at 4 PM CEST at Comwell Borupgaard, Nørrevej 80, DK-3070 Snekkersten, Denmark with the following agenda:
The Board of Directors has proposed the following resolutions:
Elaboration on selected items of the agenda: Re 3) Proposal from the Board of Directors regarding the application of profit or covering of loss pursuant to the Annual Report as adopted Re 4) Presentation of and indicative vote on the Remuneration Report Re 6) Election of Members of the Board of Directors The Recommendations on Corporate Governance recommend that at least half of a company's board members elected by the general meeting should be independent of the company. 6 out of 7 of the nominated candidates are considered independent and as such the Board of Directors will continue to meet the recommendation, if elected. The members of the Board of Directors are proposed as follows: Luc Debruyne Luc Debruyne is former President Global Vaccines at GSK where he was a member of GSK’s Corporate Executive Team, a business leader with more than 30 years’ experience in the life sciences industry. Current positions: Professor of Practice at the University of Leuven, Faculty of Medicine, Biomedical Sciences Group and serves as non-executive director of the board of University Hospitals UZ Leuven and Chair at Fund Plus. Member of the Institutional Advisory Board at VIB, the Life Sciences Board at Greenlight Biosciences Inc., Chair of the Portfolio Strategy and Management Board of CEPI and Strategy Advisor to the CEO. Competences within: Corporate Leadership, Life Sciences, Product Development and Supply, Commercial Strategy, M&A and Business Development, Finance, Capital and Risk Management, People and Culture and ESG. Anders Gersel Pedersen, MD, PhD Former Executive Vice President of Research & Development of H. Lundbeck A/S. Current positions: Member of the board of Genmab A/S, Hansa Biopharma AB and Bond Avillion 2, an entity of Avillion LLP. Chairman of the board of Aelis Farma. Dr. Pedersen is also the CEO in his private holding company Gerselconsult ApS. Competences within: Corporate Leadership, Life Sciences, Product Development and Supply, Commercial Strategy, M&A and Business Development, Finance, Capital and Risk Management, People and Culture and ESG. Frank Verwiel, MD, MBA Former president and chief executive officer of Aptalis Pharma, Inc. Current positions: Chair of the board of Intellia Therapeutics, Inc. Competences within: Corporate Leadership, Life Sciences, Commercial Strategy, M&A and Business Development and People and Culture. Anne Louise Eberhard, LL.M, Graduate Diploma BA Former Senior Executive Vice President and Global Head of Corporate & Institutional Banking at Danske Bank A/S, and Chief Commercial Officer at Intrum AB. Current positions: Chair of the board of Finansiel Stabilitet SOV, Moneyflow Group A/S and its subsidiary Moneyflow 1 A/S. Member of the board of FLSmidth & Co. A/S and its subsidiary FLSmidth A/S, Simcorp A/S, Den Danske Unicef Fond, Knud Højgaards Fond, and VL 52 ApS. Member of the executive board of EA Advice ApS. Advisory Board Member of Center for Strategisk CSRD, a Danish ESG initiative by EY and Axcelfuture, and Faculty Member at Copenhagen Business School, Board Educations. Competences within: Corporate Leadership, Commercial Strategy, M&A and Business Development, Finance, Capital and Risk Management, People and Culture, ESG and Technology and Digitalization. Heidi Hunter, MBA Current Positions: Member of the board of Vicore Pharma Holding AB, IO Biotech, Inc. and Sutro BioPharma Inc. Competences within: Corporate Leadership, Life Sciences, Commercial Strategy, M&A and Business Development, Finance, Capital and Risk Management, People and Culture, ESG and Technology and Digitalization. Johan van Hoof, MD Former Global Therapeutic Area Head, Infectious Diseases & Vaccines, R&D at Janssen, the pharmaceutical division of Johnson & Johnson. Formerly Chief Operating Officer, R&D of Johnson & Johnson pharmaceuticals. Before joining Johnson & Johnson, Mr. Van Hoof acquired more than 20 years of experience in the vaccine industry, having worked with Pasteur Mérieux Connaught (today Sanofi Aventis), Chiron Vaccines and GlaxoSmithKline (GSK) Biologicals. During this period, he held leadership roles with increasing responsibilities covering discovery, clinical development, QA-QC, and regulatory affairs. Current positions: Working through his private one-man company, he acts as independent advisor for the biotech/vaccine industry and for not-for-profit organizations/academia. This includes a role as (independent) Chief Scientific advisor to Ziphius, a startup vaccine company focused on self-amplifying mRNA-based vaccines, still at pre-clinical stage. Competences within: Corporate Leadership, Life Science, Product Development and Supply, Commercial Strategy, M&A and Business Development. Maria Montserrat Montaner Picart (Montse Montaner) Montse Montaner is former Chief Quality Officer and the first Chief Sustainability Officer of Novartis where she has held various leading positions. She has more than 30 years of industry and executive experience and has received several recognitions for her leadership in driving sustainable organizations. Montse Montaner currently serves as a board member of a Children’s Tumor Foundation and is member of the Advisory Board and the Executive Council of 09 Solutions Inc. Current position: CEO and Founder of Montaner & Associates GmbH. Competences within: Corporate Leadership, Life Sciences, Product Development and Supply, Finance, Capital and Risk Management, People and Culture and ESG. Re 7) Election of Auditors The Board of Directors further proposes that the appointment of KPMG, as the Company’s auditor, includes the duty to audit and provide statement of assurance on the Company’s sustainability report. Due to legal requirements the Company’s auditor must be rotated at the general meeting in 2024. During the early spring of 2023, the Company initiated the process to tender the audit services in a tender process headed by the Finance, Risk and Audit Committee in accordance with applicable law. The process was based on a thorough evaluation of the received proposals and meetings with the participating audit companies. The Finance, Risk and Audit Committee ultimately decided in late 2023 to recommend to the Board of Directors the election of KPMG as the Company’s new auditor as KPMG best addressed and fulfilled the selection criteria defined in the tender documents and possesses the required and sufficient qualifications and competencies. Based on the recommendation of the Finance, Risk and Audit Committee, the Board of Directors proposes that KPMG is elected. The Finance, Risk and Audit Committee has been free from influence by a third party and has not been subject to any contract with a third party restricting the choice by the general meeting on the selection of a statutory auditor or an audit firm. Re 8a) Proposal to authorize the Board of Directors to increase the share capital "Subsection 1 The terms and conditions of the subscription for shares shall be determined by the Board of Directors. The new shares shall be negotiable instruments, shall be registered in the names of the holders and shall be entered 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 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, shall be registered in the names of the holders and shall be entered 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 Re 8b) Proposal to authorize the Board of Directors to obtain loans against issuance of convertible notes which give the right to subscribe for new shares in the Company The proposal entails adding a new subsection 4 to Article 5a of the Articles of Association as follows: “Subsection 4 As a consequence of the conversion of the convertible notes, the Board of Directors is authorized for the period ending 30 June 2025 to increase the Company's share capital by a nominal value of up to DKK 78,097,830 (7,809,783 shares of DKK 10 each) 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, shall be registered in the names of the holders and shall be entered 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 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.” The Board of Directors also proposes that Article 5a subsection 3 is amended as follows: “Subsection 3 Re 8c) Proposal to authorize the Board of Directors to issue warrants "During the period ending 31 December 2025, 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 for the subscription of a nominal value of up to DKK 20,000,000 (2,000,000 shares of DKK 10 each), however, the number of shares may be higher or lower due to subsequent adjustments of the warrants in accordance with the adjustment clauses determined by the Board of Directors when the warrants are issued. The warrants can be exercised by cash contribution at a subscription price and on such other terms as the Board of Directors may determine. Any issuance of warrants to the management shall be made in accordance with the Company's Remuneration Policy. Warrants may not be granted to members of the Company's Board of Directors (except for employee representatives (if such may have been elected) who receive warrants in their capacity as employees of the Company or of the Company's subsidiaries). 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 authorized during the period until 1 April 2029 to increase the share capital by a nominal value of up to DKK 20,000,000 (2,000,000 shares of DKK 10 each) 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, however, the number of shares by which the share capital may be increased may be higher or lower if the number of warrants is increased in accordance with the adjustment clauses determined by the Board of Directors when the warrants are issued. 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, shall be registered in the names of the holders and shall be entered 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 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 authorization. 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 authorization, if previously issued warrants have lapsed." Re 8d) Proposal to approve the Remuneration Policy The Remuneration Policy in its entirety must be submitted for approval by the shareholders at least every fourth year. The Board proposes that the Remuneration Policy is approved in its entirety. The Remuneration Policy was last approved in its entirety at the general meeting in 2020. The Remuneration Policy can be downloaded from www.bavarian-nordic.com/agm. Re 8e) Proposal to approve remuneration of the Board of Directors and the Board Committees for the current financial year The Board of Directors proposes that (i) the annual base fee to members of the Board of Directors will be DKK 300,000; (ii) the remuneration to the Chair will be three times the annual base fee equivalent to DKK 900,000; and (iii) the remuneration to the Deputy Chair will be one point eight times the annual base fee equivalent to DKK 540,000. In addition to the base fee, the Board of Directors proposes that the Board as part of the remuneration receives Restricted Stock Units equal to 50% of the annual base fee of DKK 300,000 (for the Chair, however, equivalent to 50% of three times the annual base fee and for the Deputy Chair equivalent to 50% of one point eight times the base annual fee) in accordance with the Company’s remuneration policy. The Board of Directors further proposes that the members of the three board committees will receive an additional annual committee fee of DKK 120,000 per committee. The remuneration to the Chair of the board committees will, however, be two times the annual committee fee, thus DKK 240,000. The Board of Directors has established a Finance, Risk and Audit Committee, a Nomination and Compensation Committee and a Science, Technology and Investment Committee. Finally, the Board of Directors proposes that each member of the Board of Directors receives (i) an attendance fee of DKK 5,000 for each board and/or committee meeting he/she attends to, which in no event can exceed DKK 5,000 per day or (ii) for members of the Board of Directors, who travel overseas in order to participate, a fee of USD 5,000. Furthermore, the Company pays the travelling expenses incurred by the board members in connection with board- and/or committee meetings, and any social costs associated with the remuneration of the Board of Directors and the board committees (e.g. mandatory contributions to social security in other countries). Re 8f) Proposal to authorize the Board of Directors to purchase own shares on behalf of the Company It is therefore proposed that the following authorization is granted to the Company’s Board of Directors pursuant to Article 198 of the Danish Companies Act: “The General Meeting hereby authorizes 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 in connection with the acquisition of own shares may not deviate by more than 10 % from the price of the Company's shares on Nasdaq Copenhagen at the time of acquisition. This authorization is granted to the Company’s Board of Directors for the period until 31 December 2025." * * * * * * * * Majority requirements Adoption of the proposals referred to in items 8a, 8b and 8c, 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. Participation, admission cards and voting rights 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 2024, or who has made a request to such effect by that date is entitled to attend and vote at the General Meeting. Admission cards may be ordered electronically from www.bavarian-nordic.com/agm via the Shareholder Portal or by downloading and printing the order form, which is available on the Company’s website. A duly completed request form may also be submitted to Bavarian Nordic A/S’ Shareholder Register, Computershare A/S, e-mail: gf@computershare.dk or by ordinary mail to Computershare A/S, Lottenborgvej 26D 1 sal, 2800 Kgs. Lyngby, Denmark. A request to participate may also be given to Computershare A/S, by telephone: +45 45 46 09 97. Admission cards will be sent to the email address specified in the shareholder portal upon registration. The admission card must be presented at the General Meeting either electronically on a smartphone/tablet or printed. Shareholders who have ordered admission cards without specifying their e-mail address can pick up the admission card at the entrance of the General Meeting upon presentation of ID (for example a passport or driver’s license). Ballots for voting at the General Meeting will be handed out at the entrance. Voting by proxy Postal voting Written questions Language Webcast Information on the website Share capital Personal data
About Bavarian Nordic Forward-looking statements Contacts Company Announcement no. 06 / 2024 Attachment |
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