Full Press Release Details
This is the convening notice for the annual general
meeting of CureVac N.V. (the "Company") to be held at the offices of NautaDutilh N.V. (address: Beethovenstraat 400,
1082 PR Amsterdam, the Netherlands) on June 24, 2024 at 2:00 p.m. Central European Summer Time (the "AGM").
The agenda for the AGM is as follows:
No business shall be voted on at the AGM, except
such items as included in the abovementioned agenda.
The agenda with the explanatory notes thereto,
the annual report and annual accounts for the financial year 2023, and the other meeting information are available as of the date hereof
for inspection and can be obtained free of charge at the office address of the Company and from the Company's website (http://www.curevac.com).
The registration date for the AGM is May 27, 2024
(the "Registration Date"). Those who are shareholders of the Company, or who otherwise have voting rights and/or meeting
rights with respect to shares in the Company's capital, on the Registration Date and who are recorded as such in the Company's shareholders'
register and/or in the register maintained by the Company's U.S. transfer agent (the "Persons with Meeting Rights") may
attend and, if relevant, vote at the AGM and exercise their voting rights on the voting items as included in the abovementioned agenda.
Those who beneficially own shares in the Company's
capital in an account at a bank, broker, financial institution or other financial intermediary (the "Beneficial Owners")
on the Registration Date, must request a proxy from their bank, broker, financial institution or other financial intermediary authorizing
the relevant Beneficial Owner to attend and, if relevant, exercise voting rights at the AGM.
Persons with Meeting Rights and Beneficial Owners
who wish to attend the AGM, either in person or by proxy, must notify the Company of their identity and intention to attend the AGM by
sending notice to that effect to the Company by e-mail (addressed to agm2024@curevac.com). This notice must be received by the
Company no later than Friday, June 21, 2024 at 23:59 p.m. Central European Summer Time (the "Cut-off Time"). Persons
with Meeting Rights and Beneficial Owners who have not complied with this requirement may be refused entry to the AGM. Beneficial Owners
must enclose with their attendance notice (i) proof of their beneficial ownership of the relevant underlying shares in the Company's capital
as of the Registration Date, such as a recent account statement, and (ii) their signed proxy from the relevant bank, broker, financial
institution or other financial intermediary.
Persons with Meeting Rights and Beneficial Owners
who have duly registered for the AGM and who wish to have themselves represented at the AGM by a proxyholder, may do so through the use
of a written or electronically recorded proxy. They must submit their signed proxy to the Company no later than the Cut-off Time. A proxy
form can be downloaded from the Company's website (http://www.curevac.com). Persons with Meeting Rights and Beneficial Owners who have
duly registered for the AGM may also submit questions in advance of the AGM by sending an e-mail to the Company prior to the Cut-off Time
(addressed to agm2024@curevac.com), in which case the Company shall endeavor to respond to those questions at the AGM to the extent
possible and allowed.
Persons with Meeting Rights, Beneficial Owners
and their respective proxyholders who have not complied with these requirements may be refused entry to the AGM. In addition, only those
Persons with Meeting Rights and Beneficial Owners who have properly registered for the AGM are granted the possibility by the Company
to follow the AGM via webcast. In order to receive the link to stream the webcast, you will need to indicate to the Company by e-mail
(addressed to agm2024@curevac.com) prior to the Cut-off Time, that you would like to follow the AGM via webcast. It will not be
possible to vote or raise any questions during the live webcast.
EXPLANATORY NOTES TO THE AGENDA
These are the explanatory notes to the agenda
for the annual general meeting of CureVac N.V. (the "Company") to be held at the offices of NautaDutilh N.V. (address:
Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands) on June 24, 2024 at 2:00 p.m. Central European Summer Time (the "AGM").
The Company's annual report over the
financial year 2023 has been made available on the Company's website (www.curevac.com) and at the Company's office address.
The Company's annual accounts over
the financial year 2023 have been made available on the Company's website (www.curevac.com) and at the Company's office address. It is
proposed that these annual accounts be adopted.
The Company has never paid or declared
any cash dividends on its ordinary shares, and the Company does not anticipate paying any cash dividends on its ordinary shares in the
foreseeable future. The Company's current dividend and reservation policy is to retain all available funds and any future earnings to
fund the development and expansion of the Company's business. Under Dutch law, the Company may only pay dividends to the extent its shareholders'
equity (eigen vermogen) exceeds the sum of the paid-in and called-up share capital plus the reserves required to be maintained
by Dutch law or by its articles of association and (if it concerns a distribution of profits) after adoption of the annual accounts by
the general meeting from which it appears that such dividend distribution is allowed. Subject to such restrictions, any future determination
to pay dividends will be at the discretion of the Company's management board with the approval of the Company's supervisory board and
will depend upon a number of factors, including the Company's results of operations, financial condition, future prospects, contractual
restrictions, restrictions imposed by applicable law and other factors the management board and supervisory board deem relevant.
It is proposed that the Company's managing
directors be released from liability for the exercise of their duties during the financial year 2023. The scope of this release from liability
extends to the exercise of their respective duties insofar as these are reflected in the Company's annual report or annual accounts over
the financial year 2023 or in other public disclosures.
It is proposed that the Company's supervisory
directors be released from liability for the exercise of their duties during the financial year 2023. The scope of this release from liability
extends to the exercise of their respective duties insofar as these are reflected in the Company's annual report or annual accounts over
the financial year 2023 or in other public disclosures.
The Company's supervisory
board has made a binding nomination to appoint Thaminda Ramanayake as managing director of the Company for a period of three (3) years,
ending at the end of the annual general meeting of the Company to be held in the year 2027.
Thaminda Ramanayake,
MSc, MBA, age 48, will serve as the chief business officer for the company. He is an industry expert in biotechnology, corporate development
and transactions specialist who has over a decade of working experience. He has a strong track record in growth-companies, licensing-deals,
joint ventures, and (cross-border) Mergers & Acquisitions.
Mr. Thaminda previously
served as Vice President, Global Head of Business Development, Oncology at Sanofi, shaping the company's oncology business strategy
and lead oncology search, evaluation, and transactions teams under the global business development organization.
joined Sanofi, he led and initiated global business development, alliance management and strategic corporate opportunities for BioMarin
Pharmaceutical Inc. Earlier in his career, he served in prominent senior positions in business development for Amgen, Grant Thornton,
Ernst & Young and Empire Valuation Consultants.
a Master of Science degree in immunology and a Master of Business Administration in Finance from the University of Rochester. Before he
earned a Bachelor of Arts degree in cellular, molecular & systems biology.
The Company's supervisory board has considered the diversity
objectives of the Company, such as nationality, age, gender, education and work background, in the preparation of this proposal.
The Company's supervisory
board has made a binding nomination to reappoint Malte Greune as managing director of the Company for a period of three (3) years, ending
at the end of the annual general meeting of the Company to be held in the year 2027.
Malte Greune, Ph.D., age 59, has been
the Company s chief operating officer since July 2021. Dr. Greune joined CureVac from Sanofi-Aventis Deutschland GmbH, where he
held various management positions for almost ten years. As General Manager and Vice President Cartridges, Devices & Insulin Technology
Group, he was responsible for several manufacturing sites in Frankfurt. Under his leadership, six isolator filling lines for insulins,
oncology drugs and biologics were set up including one for a COVID-19 vaccine. Prior to his position as Head of Diabetes, Oncology and
Devices at Sanofi, he worked as the Senior Vice President of Animal Health Manufacturing for the Merck Manufacturing Division, USA, where
he led an international network of 28 sites, including 18 integrated vaccine sites. Furthermore, he held various leadership roles at the
pharmaceutical companies Schering-Plough and Intervet International B.V. Dr. Greune started his career at Hoechst AG in Corporate Planning.
Dr. Greune received his Ph.D. in Economics from the University of Cologne, Germany, graduated from the University of Trier, Germany, and
completed a Master of Business Administration at Clark University in Worcester, USA.
The Company's supervisory board has
considered the diversity objectives of the Company, such as nationality, age, gender, education and work background, in the preparation
The Company's supervisory
board has made a binding nomination to reappoint Jean St phenne as supervisory director of the Company for a period of one (1)