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2015-12-08

Bavarian Nordic A/S: Bavarian Nordic Introduces Incentive Program for all Employees and Issues Warrants to Executive Management and Certain Employees

COPENHAGEN, Denmark, December 8, 2015
- Bavarian Nordic A/S (OMX: BAVA, OTC: BVNRY) announced today that the Company
introduces a three year incentive program in January 2016 for all employees
in the Bavarian Nordic Group. The program is a cash bonus program based on
so-called phantom shares, which entails that employees upon expiry of the
program will be entitled to receive a cash bonus if there has been an
increase in the Company's share price. The incentive program will not have a
dilutive effect on the shareholders.

Each employee is awarded up to six phantom shares per month of employment
until 31 December 2018, and may thus receive a maximum of 216 phantom shares.
Awards will terminate if the employment is terminated. New employees will
participate in the program after 3 months employment. The exercise price is
DKK 366.85 and has been established as the average share price ("closing
price") for the Company's share in a period of 15 business days prior to
today added a 15 % premium.

The phantom shares may be exercised in January 2019, only if the Company's
share price by then exceeds the exercise price by at least DKK 5. In that
case each employee in the program will receive a cash bonus per phantom share
equivalent to DKK 1 per point the share price of the Company's shares exceeds
the exercise price.

Based on the current number of employees in the Group, the program will
comprise up to 88,560 phantom shares, of which members of the executive
management will receive up to 432 phantom shares. The value of each phantom
share equals DKK 70.29 calculated on the basis of the Black-Scholes model
with a risk-free interest rate of 0.25 per cent and on the historical
volatility of the shares. The calculation is based on a market value of the
share of DKK 334.00 per share.

Furthermore, the board has today decided to issue warrants to executive
management and certain employees in the Bavarian Nordic Group. The decision
is made in accordance with the shareholder authorization for the board of
directors adopted as Article 5b of the Articles of Association and the
Company's guidelines regarding incentive programs. The granting and exercise
of warrants is conditional upon continued employment subject to the
principles of the Danish Stock Option Act (in Danish: aktieoptionsloven).

The warrant program entails the issuance of 335,002 warrants in total which
entitle the warrant holders to subscribe for up to 335,002 shares in total
with of a nominal value of DKK 10 each at an exercise price of DKK 366.85 per
share. The exercise price is established as the average share price ("closing
price") for the Company's share in a period of 15 business days prior to this
day added a 15 % premium.

The warrants may be exercised wholly or partly during a subscription period of
14 days from the day of publication of the Company's 2018 annual report
and/or during subscription periods each of 14 days from the day of
publication of each of the following seven financial reports, the last one
being the Company's third quarterly report (Q3) for the first nine months of
2020.

Under the warrant program the executive management will receive a total of
69,802 warrants and certain employees in the Company and its subsidiaries, a
total of 265,200 warrants.

The value of each warrant equals DKK 115.01 and is calculated on the
Black-Scholes model with a risk-free interest rate of 0.25 per cent and on
the historical volatility of the shares. The calculation is based on a market
value of the shares of DKK 334.00 per share.

The award of warrants will incur consequential amendments to the Articles of
Association.

Contacts

Rolf Sass Sørensen
Vice President Investor Relations (EU)
Tel: +45 61 77 47 43

Seth Lewis
Vice President Investor Relations (US)
Tel: +1 978 341 5271

About Bavarian Nordic

Bavarian Nordic is a fully integrated biotechnology company focused on the
development, manufacturing and commercialization of cancer immunotherapies
and vaccines for infectious diseases, based on the Company's live virus
vaccine platform. Through long-standing collaborations, including a
collaboration with the U.S. government, Bavarian Nordic has developed a
portfolio of vaccines for infectious diseases, including the non-replicating
smallpox vaccine, IMVAMUNE®, which is stockpiled for emergency use by the
United States and other governments. The vaccine is approved in the European
Union (under the trade name IMVANEX®) and in Canada. Bavarian Nordic and its
partner Janssen are developing an Ebola vaccine regimen, which has been
fast-tracked, with the backing of worldwide health authorities. Additionally,
in collaboration with the National Cancer Institute, Bavarian Nordic has
developed a portfolio of active cancer immunotherapies, including PROSTVAC®,
which is currently in Phase 3 clinical development for the treatment of
advanced prostate cancer. The company has partnered with Bristol-Myers Squibb
for the potential commercialization of PROSTVAC. For more information
visitwww.bavarian-nordic.comor follow us on Twitter@bavariannordic.

Forward-looking statements

This announcement includes forward-looking statements that involve risks,
uncertainties and other factors, many of which are outside of our control,
that could cause actual results to differ materially from the results
discussed in the forward-looking statements. Forward-looking statements
include statements concerning our plans, objectives, goals, future events,
performance and/or other information that is not historical information. All
such forward-looking statements are expressly qualified by these cautionary
statements and any other cautionary statements which may accompany the
forward-looking statements. We undertake no obligation to publicly update or
revise forward-looking statements to reflect subsequent events or
circumstances after the date made, except as required by law.

201534en
http://hugin.info/100065/R/1972192/721287.pdf

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Bavarian Nordic A/S via Globenewswire

HUG#1972192

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