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2015-03-27

Bavarian Nordic A/S: Bavarian Nordic A/S - Notice Convening Ordinary General Meeting

KVISTGAARD, Denmark, March 27, 2015
- 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

Thursday, April 23, 2015 at 4.00 PM CET

at Comwell Borupgaard, Nørrevej 80, DK-3070 Snekkersten, Denmark with the
following agenda:

1) The Board of Directors' report on the Company's activities
in the past year.
2) Presentation of the Annual Report for adoption.
3) A proposal from the Board of Directors regarding the
application of profit or covering of loss pursuant to the Annual Report as
adopted.
4) A resolution to discharge the Board of Directors and the
Board of Management from their obligations.
5) Election of Members to the Board of Directors.
6) Election of Auditors.
7) Any proposal from the Board of Directors or shareholders.
-
The Board of Directors has proposed the following resolutions:

a. Proposal to amend Article 6 of the Articles of
Association so that the Company's shares are changed from being issued to the
bearer to being issued in the name of the holder. The background for the
proposal is that it is contemplated politically to repeal the possibility of
issuing new bearer shares, which, inter alia, may have consequences for the
Board of Directors' possibility to exercise its authorisation to increase the
company's share capital as set out in Article 5a of the Articles of
Association, the Board of Directors' possibility to exercise its
authorisation to issue warrants as set out in Article 5b of the Articles of
Association and the Board of Directors' possibility to exercise its
authorisation to obtain loans against issue of convertible notes which gives
the right to subscribe for shares in the Company as set out in Article 5c if
the Articles of Association. In continuation hereof, the wording in Appendix
1 of the Articles of Association will be revised accordingly.

b. Proposal to adopt a remuneration policy
including changing the general guidelines for incentive remuneration of the
Board of Directors and the Executive Management.

c. Proposal to extend the authorisations of the
Board of Directors in Article 5a of the Articles of Association, so that the
Board of Directors is authorised to increase the share capital of the Company
by a total of nominally DKK 27,700,000 until 30 June 2016.

d. Proposal to amend the authorisation of the
Board of Directors in Article 5b of the Articles of Association, so that the
Board of Directors is no longer authorised to issue warrants to members of
the Board of Directors as a consequence of the proposed changes to the
general guidelines for incentive remuneration of the Board of Directors and
Board of Management (see item 7b of the agenda). Further, the Board of
Directors proposes to increase and extend the authorisation of the Board of
Directors, so that 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 until 31 December 2016.

e. Proposal to approve remuneration of the Board
of Directors and the Board Committees for the current financial year.

f. Proposal to authorise the Board of Directors
to purchase own shares.

Elaboration on selected items of the agenda:

Re 5) Election of Members of the Board of Directors
The Board of Directors proposes that Gerard van Odijk, Claus Bræstrup, Anders
Gersel Pedersen, Erik G. Hansen and Peter Kürstein are re-elected.

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. All of the nominated candidates are considered independent
and as such, the Board of Directors will continue to meet the recommendation,
if re-elected.

The members of the Board of Directors are as follows:

Gerard van Odijk

Dr van Odijk is former CEO of Teva Pharmaceuticals Europe B.V. and is
currently an independent adviser for pharmaceutical companies. Dr van Odijk
is a member of the Board of Directors of UDG Healthcare plc. and Alvogen Lux
Holdings SARL. Dr van Odijk's special competencies are his scientific
qualifications and his extensive executive background from international
listed companies within the pharmaceutical industry.

Claus Bræstrup

Dr Bræstrup is former President and CEO of H. Lundbeck A/S. Chairman of the
Board of Directors of Saniona AB and Saniona ApS and a member of the Board of
Directors of Evolva Holding SA, Gyros AB and Evotec AG. Dr Bræstrup's special
competencies are his scientific qualifications and his extensive executive
background from international listed companies within the pharmaceutical
industry.

Anders Gersel Pedersen

Dr Pedersen is Executive Vice President of Research&Development of H. Lundbeck
A/S. Deputy Chairman of Genmab A/S and a member of the Board of Directors of
ALK-Abelló A/S. Dr Pedersen is also 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's special
competencies are his scientific qualifications and his extensive executive
and board member background from international listed companies within the
pharmaceutical and biotech industries.

Erik G. Hansen

Mr Hansen is CEO of Rigas Invest ApS. Chairman of the Board of Directors of
Pre-Seed Innovation A/S, Polaris Management A/S and TTiT Ejendomme A/S.
Member of the Board of Directors of Bagger-Sørensen&Co. A/S (Deputy Chairman)
and six subsidiaries, Bagger-Sørensen Fonden, Lesanco ApS, Ecco Sko A/S,
OKONO A/S, PFA Holding A/S, PFA Pension Forsikringsaktieselskab, TTIT A/S,
Wide Invest ApS and Aser Ltd. In addition, Mr Hansen is a member of the
Executive Boards of Rigas Invest ApS, BFB ApS, Tresor Asset Advisers ApS,
Berco ApS, Polaris Invest II ApS and Hansen Advisers ApS. Mr Hansen's special
competencies are his thorough understanding of managing finance operations
and his experience with listed companies.

Peter Kürstein

Mr Kürstein is President and CEO of Radiometer Medical ApS. In addition, he is
Chairman of the Board of Directors of Radiometer Medical ApS and Deputy
Chairman of the Board of Directors of FOSS A/S. Furthermore, he is Chairman
of the Danish-American Business Forum and the Committee of Healthcare
Politics under the Confederation of Danish Industry. Mr Kürstein's special
competencies are his extensive executive and board member experience with
listed companies within the international healthcare sector and his wide
experience with regard to American relations.

Re 6) Election of Auditors
The Board of Directors proposes that Deloitte is re-elected as the Company's
auditor.

Re 7a)Proposal to amend Article 6 of the Articles of Association so that the
Company's shares are changed from being issued to the bearer to being issued
in the name of the holder.

The Board of Directors proposes to amend Article 6 of the Articles of
Association so that the Company's shares are changed from being issued to the
bearer to being issued in the name of the holder. The background for the
proposal is that it is contemplated politically to repeal the possibility of
issuing new bearer shares, which, inter alia, may have consequences for the
Board of Directors' possibility to exercise its authorisation to increase the
company's share capital as set out in Article 5a of the Articles of
Association, the Board of Directors' possibility to exercise its
authorisation to issue warrants as set out in Article 5b of the Articles of
Association and the Board of Directors' possibility to exercise its
authorisation to obtain loans against issue of convertible notes which gives
the right to subscribe for shares in the Company as set out in Article 5c if
the Articles of Association.

The proposal entails amending Article 6 of the Articles of Association to:

"All shares shall
be registered in the names of the holders and shall be entered in the
Company's register of shareholders. The shares shall be negotiable
instruments and there shall be no
restrictions as to their transferability."

Furthermore, as a consequence of the amendment of Article 6 of the Articles of
Association, the Board of Directors proposes to amend the wording"
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"
in Article 5c(3) in Article 5c of the Articles of Association to"The new
shares shall be negotiable instruments and shall be registered in the
names of the holders and shall be entered in the Company's register of
shareholders".

In continuation hereof, the wording in Appendix 1 of the Articles of
Association will be revised accordingly.

Re 7b)Proposal to adopt a remuneration policy including changing the general
guidelines for incentive remuneration of the Board of Directors and the
Executive Management
The Board of Directors proposes to change the general guidelines for incentive
remuneration of the Board and the Executive Management in Bavarian Nordic
A/S, as adopted on the annual General Meeting on 24 April 2014, so that the
document becomes an actual remuneration policy, i.e. all element of of the
renumeration to the Board of Directors and the Executive Management are
described. The general guidelines changes simultaneously, so the Board of
Directors exclusively receives remuneration as fixed cash payment.

Re 7c) Proposal to increase and extend the authorisations of the Board of
Directors in Article 5a to increase the share capital
The Board of Directors proposes to increase and extend the authorisations of
the Board of Directors in Article 5a of the Articles of Association, so that
the Board of Directors is authorised to increase the share capital of the
Company in one or more issues by a total of nominally DKK 27,700,000 until 30
June 2016. Furthermore, as a consequence of the amendment of Article 6 of the
Articles of Association, the Board of Directors proposes to amend Article 5a
of the Articles of Association as follows:

"Subsection 1
For the period ending on 30 June 2016, the Board of Directors shall be
authorised to increase the Company's share capital in one or more issues with
a total...

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