GreenLight Biosciences, Inc.

Q1 Total Revenue Up 32% Year-over-year, Including Product Revenue Up 14%; Company Reiterates 2024 Financial Guidance First Substantial Order for dsRNA Ligase Received from Large Pharma Customer Company is in Final Stages of Enzymatically Synthesizing a Full-Length Oligonucleotide with ECO Synthesis™ Manufacturing Platform and will Provide Update at TIDES USA Meeting REDWOOD CITY, Calif., May 02, 2024 (GLOBE NEWSWIRE) -- Codexis, Inc. (NASDAQ: CDXS), a leading enzyme engineering company, today announced financial results for the first quarter ended March 31, 2024, and provided a business update. “We are off to a strong start this year with our first quarter financial results, and we are on track to deliver full year product revenue growth of at least ten percent. We have also added flexibility to our projected cash runway through our debt financing deal with Innovatus. In addition to these positive financial indicators, we recently secured our first large pharma order for an engineered double-stranded RNA ligase. Together, these transactions have further strengthened our path to positive cash flow,” said Stephen Dilly, MBBS, PhD, Chief Executive Officer of Codexis. “We are in the final stages of enzymatically synthesizing a full-length oligonucleotide and expect to achieve this historic result by TIDES USA later this month. We are already receiving significant meeting interest from potential customers and partners to discuss enzymatic synthesis, and our dsRNA ligase is in early access customer testing with a host of other prospective customers. Finally, we remain on track to engage multiple early access customers for the ECO Synthesis™ platform in the second half of this year.” First Quarter and Recent Business Highlights In March 2024, the Company received a low-to-mid-single-digit million-dollar order for its double-stranded RNA (dsRNA) ligase from a top tier pharmaceutical company. This significant transaction reinforces the increasing need from customers to enzymatically join separate RNA fragments via a ligation step.In February 2024, Codexis announced it had entered into a loan facility agreement with an affiliate of Innovatus Capital Partners, LLC, for up to $40 million. The non-dilutive capital reinforces the strength of Codexis’ cash position, provides additional flexibility on the Company’s projected cash runway and enables the accelerated development of certain elements of the ECO Synthesis™ manufacturing platform, including the planned build-out of an ECO Synthesis™ Innovation Lab.In February 2024, the Company announced it had entered into an exclusive, global license agreement with Roche Sequencing Solutions, Inc. for Codexis’ newly engineered dsDNA ligase. Under the terms of the agreement, Codexis is eligible to receive a total of mid-single digit million dollars in upfront and technical milestone payments.In April 2024, Codexis completed an asset purchase agreement to sell its Homocystinuria (HCU) and Maple Syrup Urine Disease (MSUD) compounds. Codexis is eligible to receive development milestone payments and future royalties on net sales.Three leading experts in oligonucleotide research, development and commercialization have joined Codexis’ Strategic Advisory Board (SAB) since the first of the year. Masad Damha, PhD, Distinguished James McGill Professor at McGill University; Jim Lalonde, PhD, biotechnology consultant for start-up companies in enzyme engineering and former Senior Vice President of Research and Development at Codexis; and Carole Cobb, MBA, biotechnology consultant and former Chief Operating Officer at GreenLight Biosciences, will collaborate with inaugural external member John Maraganore, PhD, Founder and Former Chief Executive Officer at Alnylam Pharmaceuticals. The SAB held its first meeting at the end of April. Upcoming Milestones Codexis is finalizing the enzymatic synthesis of a full-length oligonucleotide with its ECO Synthesis™ manufacturing platform, which it expects to complete and present at the TIDES USA annual meeting being held May 14-17, 2024, in Boston. The Company continues to build upon its capability in dsRNA ligation with the launch of its ligase screening service at the TIDES USA meeting and the anticipated launch of its ligase kits in the second half of 2024. As part of Codexis’ initial market entry into the RNAi therapeutics space, the dsRNA ligase program is designed to augment and improve traditional phosphoramidite chemistry by stitching together small, manufactured strands of RNA. In addition to enabling the more efficient use of existing chemical synthesis with the potential to reduce overall costs, the dsRNA ligase provides an opportunity to educate potential customers on the benefits of incorporating enzymatic solutions as a complement to their current manufacturing processes.Codexis expects to substantially complete the build-out of its ECO Synthesis™ Innovation Lab by the end of 2024. In addition to providing a strong basis for partnering discussions and early access customer shared development programs, this facility will enable Codexis to demonstrate its RNA ligation capabilities and test new nucleotide modifications and conjugation modalities; develop tech transfer protocols and ensure flexibility with a small-scale footprint; and allow the Company to model scalability into full-scale GMP manufacturing.Early access customer testing of the full ECO Synthesis™ manufacturing platform remains on track to begin in the second half of 2024. Customer feedback will provide valuable insights and the Company expects it to lead to potential commercial licensing opportunities in the second half of 2025, ahead of an anticipated full commercial launch of the platform in 2026. First Quarter 2024 Financial Highlights Total revenues increased by 32% to $17.1 million for first quarter 2024 compared to $13.0 million in first quarter 2023.Product revenues increased by 14% to $9.6 million for first quarter 2024 compared to $8.4 million in first quarter 2023.R&D revenues for first quarter 2024 were $7.5 million compared to $4.6 million in first quarter 2023; the increase was primarily due to the recognition of $6.0 million related to the agreement with Roche for an exclusive, global license for the Company’s newly engineered double-stranded DNA ligase. First quarter 2023 R&D revenues included $3.5 million related to Biotherapeutics programs that the Company previously announced it was discontinuing.Product gross margin was 49% for first quarter 2024 compared to 46% in first quarter 2023. The improvement in gross margin was largely due to variability in the product mix.R&D expenses for first quarter 2024 were $11.2 million compared to $16.7 million in first quarter 2023; the decrease was primarily driven by a decrease in costs associated with lower headcount, a decrease in outside services related to Chemistry, Manufacturing and Controls and regulatory expenses, a decrease in lease costs due to the assignment of the Company’s San Carlos facility lease during the fourth quarter of 2023 and lower lab supply costs.Selling, General & Administrative expenses for first quarter 2024 were $12.9 million compared to $15.4 million in first quarter 2023; the decrease was primarily due to a decrease in costs associated with lower headcount, a decrease in consulting and outside services and lower marketing and advertising costs, partially offset by higher non-cash stock-based compensation expense. The net loss for first quarter 2024 was $11.5 million, or $0.16 per share, compared to a net loss of $22.6 million, or $0.34 per share, for first quarter 2023. As of March 31, 2024, the Company had $85.5 million in cash, cash equivalents and investments. Codexis expects its existing cash, cash equivalents and investments will be sufficient to fund its planned operations through positive cash flow, expected around the end of 2026. 2024 Financial Guidance Codexis reiterated its 2024 financial guidance issued on February 28, 2024, as follows: Product revenues are expected to be in the range of $38 million to $42 million, excluding revenue related to PAXLOVID™.R&D revenues are expected to be in the range of $18 million to $22 million.Gross margin on product revenue is expected to be in the range of 58% to 63%, excluding revenue related to PAXLOVID™. Conference Call and Webcast Codexis will hold a conference call and webcast today beginning at 4:30 p.m. ET. A live webcast and slide presentation to accompany the conference call will be available on the Investors section of the Company website at www.codexis.com/investors. The conference call dial-in numbers are 877-705-2976 for domestic callers and 201-689-8798 for international callers. A telephone recording of the call will be available for 48 hours beginning approximately two hours after the completion of the call by dialing 877-660-6853 for domestic callers or 201-612-7415 for international callers. Please use the passcode 13726635 to access the recording. A webcast replay will be available on the Investors section of the Company website for 90 days, beginning approximately two hours after the completion of the call. About Codexis Codexis is a leading enzyme engineering company leveraging its proprietary CodeEvolver® technology platform to discover, develop and enhance novel, high-performance enzymes and other classes of proteins. Codexis enzymes solve for real-world challenges associated with small molecule pharmaceuticals manufacturing and nucleic acid synthesis. The Company is currently developing its proprietary ECO Synthesis™ manufacturing platform to enable the scaled manufacture of RNAi therapeutics through an enzymatic route. Codexis’ unique enzymes can drive improvements such as higher yields, reduced energy usage and waste generation, improved efficiency in manufacturing and greater sensitivity in genomic and diagnostic applications. For more information, visit https://www.codexis.com. Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “seek,” “should,” “suggest,” “target,” “on track,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. To the extent that statements contained in this press release are not descriptions of historical facts, they are forward-looking statements reflecting the current beliefs and expectations of management, including but not limited to statements regarding anticipated milestones, including product launches, technical milestones, data releases and public announcements related thereto; whether Codexis will be able to, and the timing of it entering pre-commercial testing of its ECO Synthesis™ manufacturing platform with multiple customers in 2024, entering into initial commercial licensing opportunities in 2025 and the subsequent expected full commercial launch in 2026; whether Codexis will be able to, and the timing of it substantially completing, the build-out of its planned ECO Synthesis™ Innovation Lab; Codexis’ expectations regarding 2024 product revenues, R&D revenues and gross margin on product revenue, as well as its ability to fund planned operations through the end of 2026; Codexis’ ability to achieve positive cash flow around the end of 2026; Codexis’ expectation that its dsRNA ligase kits will launch in the second half of 2024 and the potential of such dsRNA ligase to, among other things, augment and improve traditional phosphoramidite chemistry, enable more efficient use of existing manufacturing infrastructure and reduce overall costs; potential receipt by Codexis of certain milestone payments pursuant to its recent global license agreement with Roche; its asset purchase agreement for Codexis’ HCU and MSUD compounds; the anticipated use of proceeds under Codexis’ new loan facility with Innovatus; the potential of the ECO Synthesis™ manufacturing platform, including its ability to be broadly utilized and to enable commercial-scale manufacture of RNAi therapeutics through an enzymatic route; and expectations regarding future demand for dsRNA. You should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond Codexis’ control and that could materially affect actual results. Factors that could materially affect actual results include, among others: Codexis’ dependence on its licensees and collaborators; if any of its collaborators terminate their development programs under their respective license agreements with Codexis; Codexis may need additional capital in the future in order to expand its business; if Codexis is unable to successfully develop new technology such as its ECO Synthesis™ manufacturing platform and dsRNA ligase; Codexis’ dependence on a limited number of products and customers, and potential adverse effects to Codexis’ business if its customers’ products are not received well in the markets; if Codexis is unable to develop and commercialize new products for its target markets; if competitors and potential competitors who have greater resources and experience than Codexis develop products and technologies that make Codexis’ products and technologies obsolete; Codexis’ ability to comply with debt covenants under its loan facility; if Codexis is unable to accurately forecast financial and operational performance; and market and economic conditions may negatively impact Codexis business, financial condition and share price. Additional information about factors that could materially affect actual results can be found in Codexis’ Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 28, 2024 and in Codexis’ Quarterly Report on Form 10-Q filed with the SEC on or about the date hereof, including under the caption “Risk Factors,” and in Codexis’ other periodic reports filed with the SEC. Codexis expressly disclaims any intent or obligation to update these forward-looking statements, except as required by law. Codexis’ results for the quarter ended March 31, 2024, are not necessarily indicative of our operating results for any future periods. For More InformationInvestor ContactCarrie McKim(336) 608-9706ir@codexis.com Media ContactLauren Musto(650) 421-8205media@codexis.com Codexis, Inc.Condensed Consolidated Statements of Operations(Unaudited)(In Thousands, Except Per Share Amounts) Three Months Ended March 31, 2024 2023 Revenues: Product revenue$9,551 $8,364 Research and development revenue 7,522 4,618 Total revenues 17,073 12,982 Costs and operating expenses: Cost of product revenue 4,855 4,521 Research and development 11,246 16,655 Selling, general and administrative 12,860 15,399 Restructuring charges — 72 Total costs and operating expenses 28,961 36,647 Loss from operations (11,888) (23,665)Interest income 909 1,089 Other expense, net (516) (25)Loss before income taxes (11,495) (22,601)Provision for income taxes 10 16 Net loss$(11,505) $(22,617) Net loss per share, basic and diluted$(0.16) $(0.34)Weighted average common stock shares used in computing net loss per share, basic and diluted 69,854 65,931 Codexis, Inc.Condensed Consolidated Statements of Comprehensive Loss(Unaudited)(In Thousands) Three Months Ended March 31, 2024 2023 Net loss$ (11,505) $ (22,617)Other comprehensive loss: Unrealized loss on available-for-sale short-term investments, net of tax (16) — Comprehensive loss$ (11,521) $ (22,617) Codexis, Inc.Condensed Consolidated Balance Sheets(Unaudited)(In Thousands) March 31, 2024 December 31, 2023Assets Current assets: Cash and cash equivalents$58,046 $65,116 Restricted cash, current 518 519 Short-term investments 27,469 — Financial assets: Accounts receivable 6,240 10,036 Contract assets 2,571 815 Unbilled receivables 5,459 9,142 Total financial assets 14,270 19,993 Less: allowances (65) (65)Total financial assets, net 14,205 19,928 Inventories 2,441 2,685 Prepaid expenses and other current assets 5,269 5,218 Total current assets 107,948 93,466 Restricted cash 1,062 1,062 Investment in non-marketable equity securities 9,700 9,700 Right-of-use assets - Operating leases, net 12,364 13,137 Property and equipment, net 14,668 15,487 Goodwill 2,463 2,463 Other non-current assets 1,354 1,246 Total assets$149,559 $136,561 Liabilities and Stockholders' Equity Current liabilities: Accounts payable$3,465 $5,947 Accrued compensation 6,502 11,246 Other accrued liabilities 5,374 4,735 Current portion of lease obligations - Operating leases 3,879 3,781 Deferred revenue 9,860 10,121 Total current liabilities 29,080 35,830 Deferred revenue, net of current portion 630 640 Long-term lease obligations - Operating leases 11,232 12,243 Long-term debt 28,102 — Other long-term liabilities 1,248 1,233 Total liabilities 70,292 49,946 Stockholders' equity: Common stock 7 7 Additional paid-in capital 588,311 584,138 Accumulated other comprehensive income (16) — Accumulated deficit (509,035) (497,530)Total stockholders' equity 79,267 86,615 Total liabilities and stockholders' equity$149,559 $136,561

Cobb adds RNA industry operations and commercial expertise to support continued development of ECO Synthesis™ manufacturing platform REDWOOD CITY, Calif., April 11, 2024 (GLOBE NEWSWIRE) -- Codexis, Inc. (NASDAQ: CDXS), a leading enzyme engineering company, today announced the appointment of Carole Cobb, MBA, to the Company’s Strategic Advisory Board (SAB). Ms. Cobb is the former Chief Operating Officer at GreenLight Biosciences, a bio-performance company developing RNA-based solutions for agriculture and pharmaceutical applications. Her deep biotechnology experience includes leadership roles across fermentation-based commercial manufacturing, process development, plant operations and global supply chain management. “We are honored to have Carole join Codexis as the newest member of our Strategic Advisory Board,” said Stefan Lutz, PhD, Senior Vice President of Research at Codexis. “With nearly four decades of operations and commercial experience, much of which has been focused on advancing RNA-based solutions, Carole will prove to be a valuable resource as we continue to make technical progress on the ECO Synthesis™ manufacturing platform, build out our ECO Synthesis™ Innovation Lab, and continue commercial preparations. With our inaugural SAB meeting being held at month’s end, Carole joins at an opportune time as we prepare for multiple exciting milestones in 2024 and beyond.” Ms. Cobb added, “As someone who has spent much of my career focused on novel product development, manufacturing technologies and commercialization, I am thrilled to be partnering with Codexis on the advancement of a truly innovative technology platform. We have the potential to impact treatment paradigms for tens of millions of patients by enabling access to emerging RNAi therapeutics. I look forward to meeting the rest of the SAB in the coming weeks and working alongside Codexis on the strategy to bring this technology to market.” Ms. Cobb has forty years of bio-based industry experience and is currently a business consultant for biotechnology companies. Most recently, she served as the Chief Operating Officer at GreenLight Biosciences where she led the Company’s efforts to scale their proprietary bioprocessing methods. Prior to joining GreenLight, Ms. Cobb served as Chief Operating Officer at Cobalt Technologies. Earlier in her career, Ms. Cobb held senior leadership roles at Danisco A/S and Genencor International. She holds a Master of Business Administration from the University of Rochester and Bachelor of Science degrees in Chemical Engineering, Biochemistry and Cell & Molecular Biology from the State University of New York at Buffalo. About the Codexis Strategic Advisory Board Codexis’ Strategic Advisory Board (SAB) was established in 2023 and is comprised of experts across oligonucleotide synthesis, manufacturing and commercialization. The SAB plays a pivotal role in guiding the Company’s strategic direction and offers valuable insights to inform the continued development of the ECO Synthesis™ manufacturing platform. Current members include John Maraganore, PhD, founder and former Chief Executive Officer of Alnylam Pharmaceuticals; Masad Damha, PhD, Distinguished James McGill Professor at McGill University; Jim Lalonde, PhD, biotechnology consultant for start-up companies in enzyme engineering and former Senior Vice President of Research and Development at Codexis; and Carole Cobb, MBA, biotechnology consultant and former Chief Operating Officer at GreenLight Biosciences. More information about Codexis’ SAB can be found on the About Us section of the Company’s corporate website, located here. About the ECO Synthesis™ Manufacturing Platform Ribonucleic acid (RNA) as a therapeutic modality has gained tremendous traction in recent years with the growing number of messenger RNA (mRNA) vaccines and small interfering RNA (siRNA) candidates advancing in clinical studies. However, large-scale production of RNA interference (RNAi) therapeutics using traditional chemical synthesis faces complex challenges in nucleic acid quality and quantity, as well as overall economics. With over 450 RNAi therapies currently in clinical development, including more than 40 assets in Phase 2 and Phase 3 clinical trials targeting disease indications impacting millions of patients, RNAi therapeutic demand is projected to outpace current production capabilities by the end of the decade. Codexis’ proprietary ECO Synthesis™ manufacturing platform is being designed to address these scalability and cost limitations by potentially enabling the commercial-scale manufacture of RNAi therapeutics through an enzymatic route. The Company achieved gram-scale synthesis in December 2023, where it demonstrated the preparative-scale manufacture of an oligonucleotide, comprised of the modified nucleotide building blocks typically used in RNAi therapeutics, under process-like conditions. Codexis remains on track to initiate early access customer testing in the second half of 2024. About Codexis Codexis is a leading enzyme engineering company leveraging its proprietary CodeEvolver® technology platform to discover, develop and enhance novel, high-performance enzymes and other classes of proteins. Codexis enzymes solve for real-world challenges associated with small molecule pharmaceuticals manufacturing and nucleic acid synthesis. The Company is currently developing its proprietary ECO Synthesis™ manufacturing platform to enable the scaled manufacture of RNAi therapeutics through an enzymatic route. Codexis’ unique enzymes can drive improvements such as higher yields, reduced energy usage and waste generation, improved efficiency in manufacturing and greater sensitivity in genomic and diagnostic applications. For more information, visit . Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “seek,” “should,” “suggest,” “target,” “on track,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. To the extent that statements contained in this press release are not descriptions of historical facts, they are forward-looking statements reflecting the current beliefs and expectations of management, including but not limited to statements regarding whether Codexis will be able to, and the timing of it entering pre-commercial testing of its ECO Synthesis™ manufacturing platform with select customers in 2024; other anticipated technical and commercial milestones related to the ECO Synthesis™ manufacturing platform; the potential of the ECO Synthesis™ platform, including its ability to drive improvements relative to traditional chemical synthesis related to scalability, cost limitations, waste and overall economics, and it providing an opportunity for Codexis to efficiently capture meaningful market share; expectations regarding Codexis’ planned ECO Synthesis™ Innovation Lab; and expectations regarding the potential of and future demand for RNAi therapeutics. You should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond Codexis’ control and that could materially affect actual results. Factors that could materially affect actual results include, among others: Codexis’ dependence on its licensees and collaborators; if any of its collaborators terminate their development programs under their respective license agreements with Codexis; Codexis may need additional capital in the future in order to expand its business; if Codexis is unable to successfully develop new technology such as its ECO Synthesis™ platform and dsRNA; Codexis dependence on a limited number of products and customers, and potential adverse effects to Codexis’ business if its customers’ products are not received well in the markets; if Codexis is unable to develop and commercialize new products for its target markets; if competitors and potential competitors who have greater resources and experience than Codexis develop products and technologies that make Codexis’ products and technologies obsolete; if Codexis is unable to accurately forecast financial and operational performance; and market and economic conditions may negatively impact Codexis business, financial condition and share price. Additional information about factors that could materially affect actual results can be found in Codexis’ Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 28, 2024, including under the caption “Risk Factors,” and in Codexis’ other periodic reports filed with the SEC. Codexis expressly disclaims any intent or obligation to update these forward-looking statements, except as required by law. For More Information Investor Contact Carrie McKim (336) 608-9706 ir@codexis.com Media Contact Lauren Musto (650) 421-8205 media@codexis.com

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' 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.Presentation of and indicative vote on the Remuneration Report.A resolution to discharge the Board of Directors and the Board of Management from liability.Election of members of 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: Proposal to authorize the Board of Directors during the period until 30 June 2025 to increase the share capital of the Company by up to nominally DKK 78,097,830, corresponding to 10 % of the Company's share capital.Proposal to authorize the Board of Directors during the period until 30 June 2025 to obtain loans against issuance of convertible notes which give the right to subscribe for new shares in the Company and so that the Board of Directors is authorized to increase the share capital of the Company by up to nominally DKK 78,097,830, corresponding to 10 % of the Company's share capital. When exercising the authorizations proposed in items 8a and 8b, the Board of Directors is in total authorized to increase the share capital of the Company with a total of up to nominally DKK 78,097,830 (7,809,783 shares of DKK 10 each).Proposal to authorize the Board of Directors during the period until 31 December 2025 to issue warrants, which entitle the holders to subscribe for shares in the Company at a nominal value of up to DKK 20,000,000 and to include in the authorization that 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. Warrants may only be granted to members of the Executive Management and to employees of the Company or the Company's subsidiaries.Proposal to approve the Remuneration Policy.Proposal to approve remuneration of the Board of Directors and the Board Committees for the current financial year.Proposal to authorize the Board of Directors to repurchase own shares on behalf of the Company. 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 adoptedThe Board proposes to transfer the Company’s result to 2024. Re 4) Presentation of and indicative vote on the Remuneration ReportThe Board proposes that the Remuneration Report for 2023 is adopted. Re 6) Election of Members of the Board of DirectorsThe Board of Directors proposes that Luc Debruyne, Anders Gersel Pedersen, Frank Verwiel, Anne Louise Eberhard, Heidi Hunter and Johan van Hoof are re-elected. Peter Kürstein, member of the Board, has informed the Board of Directors that he is not seeking re-election. The Board proposes that Maria Montserrat Montaner Picart is elected to the Board of Directors. If elected, the Board of Directors will consist of 3 female and 4 male shareholder elected board members. 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 DebruyneChairman of the board since 2023. Chair of the Nomination and Compensation Committee since 2023 and member of the Science, Technology and Investment Committee since 2023. Independent. Current term expires in 2024. Mr. Debruyne is a Belgian national, born in 1963. 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, PhDMember of the board since 2010 and deputy Chair since 2014. Member of the Science Technology and Investment Committee since 2020 and member of the Finance, Risk and Audit Committee since 2022. Not independent. Current term expires in 2024. Dr. Pedersen is a Danish national, born in 1951. 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, MBAMember of the board since 2016. Member of the Nomination and Compensation Committee since 2020 and the Science, Technology and Investment Committee since 2022. Independent. Current term expires in 2024.Dr. Verwiel is a Dutch national, now resident of the USA, born in 1962. 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 BAMember of the board since 2019. Chair of the Finance, Risk and Audit Committee since 2020 and member of the Nomination and Compensation Committee since 2023. Independent. Current term expires in 2024. Ms. Eberhard is a Danish national, born in 1963. 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, MBAMember of the board since 2023. Chair of the Science, Technology and Investment Committee since 2023. Independent. Current term expires in 2024. Ms. Hunter is an American national, born in 1958.Heidi Hunter is former President, Cardinal Health Specialty Solutions and has also held positions as Senior Vice President in UCB and Boehringer Ingelheim and as Vice President in IQVIA and Centocor (a Johnson & Johnson Company). 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 Member of the board since 2023. Member of the Science Technology and Investment Committee since 2023 and member of the Finance, Risk and Audit Committee since 2023. Independent. Mr. van Hoof is a Belgian national, born in 1957. 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)Observer of the board since 2023. Independent. Montse Montaner is a Spanish national, born in 1968. 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 AuditorsThe Board of Directors proposes that KPMG (CVR-nr. 25578198) is elected as the Company's new auditor. 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 capitalThe Board of Directors proposes that the Board of Directors in a new Article 5a, subsections 1-3 of the Articles of Association, during the period until 30 June 2025 is authorized to increase the share capital of the Company in one or more issues by a total of up to nominally DKK 78,097,830, corresponding to 10 % of the Company's share capital. The proposal entails amending Article 5a of the Articles of Association as follows: "Subsection 1For the period ending on 30 June 2025, the Board of Directors is authorized to increase the Company's share capital in one or more issues with a total of up to nominally DKK 78,097,830 (7,809,783 shares of DKK 10 each) by the subscription of new shares. The existing shareholders shall have pre-emption rights 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, 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 2For the period ending on 30 June 2025, the Board of Directors is authorized to increase the Company's share capital in one or more issues with a total of up to nominally DKK 78,097,830 (7,809,783 shares of DKK 10 each) by the subscription of new shares. The existing shareholders shall not have pre-emption rights 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, 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 3When exercising the authorizations given in Articles 5a(1) and 5a(2) the Board of Directors is in total authorized to increase the share capital of the Company with a total of up to nominally DKK 78,097,830 (7,809,783 shares of DKK 10 each).” 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 CompanyThe Board of Directors proposes that the Board of Directors in a new Article 5a, subsection 4 of the Articles of Association during the period until 30 June 2025 is authorized to obtain loans against issuance of convertible notes which give the right to subscribe for new shares in the Company and so that the Board of Directors is authorized to increase the share capital of the Company by up to nominally DKK 78,097,830, corresponding to 10 % of the Company's share capital. The proposal entails adding a new subsection 4 to Article 5a of the Articles of Association as follows: “Subsection 4For the period ending on 30 June 2025, the Board of Directors is authorized to obtain loans in the Company by issue of convertible notes that give the right to subscribe for new shares in the Company by a maximum nominal value of up to DKK 78,097,830. The Company's existing shareholders shall not have pre-emption rights to grant loans. The loans shall be paid in cash. The terms and conditions for the loans and 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 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 3When exercising the authorizations given in Articles 5a(1), 5a(2), and 5a(4) the Board of Directors is in total authorized to increase the share capital of the Company with a total of up to nominally 78,097,830 (7,809,783 shares of DKK 10 each).” Re 8c) Proposal to authorize the Board of Directors to issue warrants The Board of Directors proposes to authorize the Board of Directors in a new Article 5b of the Articles of Association, so that the Board of Directors until 31 December 2025 is authorized to issue warrants, which entitle the holders to subscribe for shares in the Company at a nominal value of up to DKK 20,000,000 (identical to nominally DKK 20,000,000 last year). The Board of Directors also proposes to authorize 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 authorization. The proposal entails authorizing the Board of Directors to increase the share capital of the Company as a consequence of the issuance of warrants until 1 April 2029. Consequently, adding a new Article 5b to the Articles of Association as follows: "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 PolicyThere are no proposed changes to 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 yearThe Board of Directors proposes to maintain the same level of remuneration for the Board of Directors as was approved at the annual general meeting in 2023, and as set out below: 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 CompanyThe Board of Directors proposes that the Board of Directors is authorized on behalf of the Company to acquire own shares in 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 requirementsAdoption of the proposals referred to in items 1, 2, 3, 5, 6, 7, 8d, 8e, and 8f, requires a simple majority of votes. Item 4 requires an indicative vote only. 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 rightsShareholders who wish to attend the General Meeting must order admission cards no later than on 12 April 2024 at 11:59 PM CEST in accordance with Article 11 of the Articles of Association. Please be informed that attendance requires ordering an admission card prior to the General Meeting. 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 proxyShareholders may vote by 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. Shareholders may notify the Company electronically of the appointment of a proxy at www.bavarian-nordic.com/agm or by completing and submitting a written proxy form that can be downloaded on the Company’s website. The form may be submitted as mentioned above and must be received by the Company no later than 12 April 2024 at 11:59 PM CEST. The proxy holder may also provide a written and dated instrument of proxy at the General Meeting. Postal votingIt is also possible for shareholders to vote by post. Postal votes can be submitted electronically via www.bavarian-nordic.com/agm or by completing and submitting a postal voting form that can be downloaded on the Company’s website. The form may be submitted as mentioned above and must be received by the Company no later than 12 April 2024 at 11:59 PM CEST. Once the postal vote has been received by the Company, the vote cannot be revoked by the shareholder. Written questionsShareholders 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 at the General Meeting. LanguageRepresentatives of the Company will conduct the General Meeting in English. Shareholders may choose whether to communicate in Danish or in English. During the meeting, simultaneous interpretation from English to Danish and Danish to English will be available. WebcastThe Annual General Meeting will be transmitted to shareholders via webcast on the Shareholder portal, www.bavarian-nordic.com/agm. Shareholders who wish to follow the webcast do not need to order admittance card. Information on the websiteThe following documents and information will be available on the Company's website at www.bavarian-nordic.com/agm, 21 March – 16 April 2024 (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 2023 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. Share capitalThe Company’s share capital amounts to nominally 780,978,340 divided into shares in the denomination of DKK 1 and multiples thereof. Each share of a nominal value of DKK 10 gives one vote. Personal dataWith regards to Bavarian Nordic's processing of personal data in connection with general meetings, reference is made to Bavarian Nordic's Privacy Policy which is available on the Company's website www.bavarian-nordic.com. About Bavarian NordicBavarian Nordic is a fully integrated vaccine company with a mission to protect and save lives through innovative vaccines. We are a global leader in smallpox and mpox vaccines, supplied to governments to enhance public health preparedness and have a strong portfolio of vaccines for travelers and endemic diseases. For more information visit www.bavarian-nordic.com. 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. ContactsEurope: Rolf Sass Sørensen, Vice President Investor Relations, Tel: +45 61 77 47 43US: Graham Morrell, Paddock Circle Advisors, graham@paddockcircle.com, Tel: +1 781 686 9600 Company Announcement no. 06 / 2024 Attachment 2024-06-en