Full Press Release Details
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 24 June 2025 at 2:00 p.m. Central European Summer Time (the
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 2024, 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
The registration date for the AGM
is 27 May 2025 (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.
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 agm2025@curevac.com). This
notice must be received by the Company no later than Friday, 20 June 2025 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 agm2025@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 agm2025@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.
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 24 June 2025 at 2:00 p.m. Central European Summer Time (the "AGM").
The Company's annual report over
the financial year 2024 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 2024 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 2024. 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 2024 or in other public disclosures or communications to the Company's general meeting.
It is proposed that the Company's
supervisory directors be released from liability for the exercise of their duties during the financial year 2024. 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 2024 or in other public disclosures or communications to the Company's general meeting.
The Company's supervisory board
has made a binding nomination to appoint Axel Sven Malkomes 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 2028.
age 58, brings over three decades of senior corporate and investment banking experience within the biotech and pharmaceutical industries.
He joined CureVac from Cardior Pharmaceuticals, a private clinical-stage company developing non-coding RNA-based therapeutics for heart
disease, where he served as Chief Financial Officer (CFO). Mr. Malkomes played a crucial role in strategically and financially preparing
the company for capital markets, also culminating in the successful acquisition of Cardior by Novo Nordisk in 2024.
he was CFO and Chief Business Officer at Medigene AG. His extensive experience also includes senior healthcare investment banking roles
at Barclays and Soci t G n rale, as well as co-heading European healthcare investments at 3i Group plc. Earlier
in his career, he held senior leadership positions at Merck KGaA.
Mr. Malkomes holds a degree in
business administration from Otto-Friedrich University in Bamberg, Germany, and has completed executive management programs at INSEAD,
Kellogg School of Management at Northwestern University, and the Hong Kong University of Science and Technology.
Mr. Malkomes is being nominated
for appointment in view of his knowledge of the Company and the dedication with which he has performed his duties as a managing director
during his previous term of office, his financial and management experience in international business, his knowledge and experience in
social and employment related matters, his understanding of corporate responsibility and his experience in disclosure and communication
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) year,
ending at the end of the annual general meeting of the Company to be held in the year 2026.
Mr. St phenne, MSc, MBA,
age 76, is former Chairman and President of GSK Biologicals. He began his career with SmithKline-Rit where he became Chairman and Chief
He served as the President of
Union Wallonne des Entreprises (UWE) from 1997 to 2000. Furthermore, Jean St phenne has been Chairman of BESIX Group S.A./N.V.
and TiGenix N.V. Currently he serves on the Board of various life sciences companies including Bone Therapeutics, Vaxxilon, and Bepharbel.
He also heads the board of Nanocyl, a company specialized in carbon nanotubes for batteries and polymers.
Mr. St phenne holds 16,758 shares in the Company's
Mr. St phenne is being nominated
for reappointment in view of his knowledge of the Company and the dedication with which he has performed his duties as a supervisory director
during his previous term of office, his financial and management experience in international business, his knowledge and experience in
social and employment related matters, his understanding of corporate responsibility and his experience in disclosure and communication
If reappointed, Mr. St phenne
will receive compensation as a supervisory director of the Company consistent with the compensation package approved by the Company's
general meeting held on June 24, 2021, as amended pursuant to agenda item 16 if that resolution is adopted.
The Company's supervisory board has made a binding
nomination to appoint Mehdi Shahidi, M.D. as supervisory director of the Company for a period of three (3) years, ending at the end