New Incentive Program Established for Members of Executive Management and Selected Employees in Bavarian Nordic

COPENHAGEN, Denmark, December 13, 2023 – Bavarian Nordic A/S (OMX: BAVA) announced today that the Board of Directors has decided to establish a new long-term incentive program for Executive Management and selected employees in the Bavarian Nordic Group. Members of the Executive Management are granted a mix of performance restricted stock units (Performance RSUs) and warrants, both subject to the successful achievement of relevant Key Performance Indicators (KPI’s). Employees participating in the program are granted warrants only. The decision is made in accordance with the shareholder authorizations for the Board of Directors adopted as Articles 5b and 5c of the Articles of Association and the Remuneration Policy.

A total of 161,412 warrants are granted to members of Executive Management with a subscription price of DKK 172.40 per share equivalent to the market price of Bavarian Nordic's shares at the time of grant. Furthermore, a total of 61,602 Performance RSUs are granted to members of Executive Management. The combined value of warrants and Performance RSUs granted to each member of Executive Management equals up to 100% of their fixed annual base wage. The Performance RSUs will vest in three years from the date of grant, provided that all vesting conditions have been met. Vesting of the warrants and Performance RSUs is subject to prior fulfilment of KPI's as determined by the Board of Directors.

A total of 1,105,169 warrants are granted to selected employees in the Bavarian Nordic Group with a subscription price of DKK 191.58 per share, determined as the average market price (closing price) of the Company's shares on Nasdaq Copenhagen over a period of 15 business days prior to grant plus 15 %.

Collectively, under the new warrant programs a total of 1,266,581 warrants are granted, which entitle the holders to subscribe for up to 1,266,581 shares in total with a nominal value of DKK 10 each. Vested warrants may be exercised wholly or partly during eight fixed subscription periods during 2027 and 2028, however subject to predefined caps on the maximum value of the exercise for each individual warrant holder at the time of exercise as laid out in the Remuneration Policy.

Calculated on the Black-Scholes model and adjusted for the historic probability of achievement of KPI’s, the theoretical value of each warrant granted to members of Executive Management equals DKK 63.58. The Black-Scholes value of each warrant granted to selected employees equals DKK 62.45. The calculations are based on a share price of DKK 172.40, a risk-free interest rate of 2.55 per cent and on the historical volatility of the shares in relevant peers.

The value of each Performance RSU granted to the members of Executive Management equals DKK 166.59 determined as the average market price (closing price) of the Company's shares on Nasdaq Copenhagen over a period of 15 business days prior to grant.

About Bavarian Nordic
Bavarian 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.

Contacts
Europe: Rolf Sass Sørensen, Vice President Investor Relations, Tel: +45 61 77 47 43
US: Graham Morrell, Paddock Circle Advisors, graham@paddockcircle.com, Tel: +1 781 686 9600

Company Announcement no. 39 / 2023

Attachment

• 2023-39-en