Full Press Release Details
This is the convening notice for the annual general
meeting of shareholders of CureVac N.V. (the "Company") to be held on 24 June 2021 at 2:00 p.m. Central European Summer
Time (the "AGM"). The AGM will be held entirely virtually, without physical attendance of shareholders or others with
meeting rights. You will not be able to vote during the AGM and your proxy to vote must be received no later than 5:59 a.m. Central
European Summer Time on 22 June 2021.
The agenda for the AGM is as follows:
No business shall be voted on at the AGM, except
such items as included in the above-mentioned agenda.
The registration date for the AGM is 27 May 2021
(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
virtually attend the AGM and, by submitting their proxy, exercise their voting rights on the voting items as included in the above-mentioned
agenda prior to the AGM.
Only Persons with Meeting Rights may access the
AGM by visiting www.virtualshareholdermeeting.com/CVAC2021. Persons with Meeting Rights may have themselves represented at the AGM and
may vote through the use of a written or electronically recorded proxy. A proxy form for this purpose can be downloaded from the Company's
website (http://www.curevac.com).
As you will not be able to vote during the AGM,
your proxy to vote must be received no later than 5:59 a.m. Central European Summer Time on 22 June 2021.
Persons with Meeting Rights may submit questions
on the topics included in the above-mentioned agenda to the Company up to 72 hours prior to the AGM by sending an e-mail to agm2021@curevac.com.
Questions submitted in a timely fashion shall be answered ultimately during the AGM and such answers shall be published on the Company's
website or shall be made accessible to shareholders through other electronic means of communication.
EXPLANATORY NOTES TO THE AGENDA
The Company's annual report over the
financial year 2020 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 2020 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.
The Company's supervisory board has
made a binding nomination to appoint Mr. Antony Blanc as managing director of the Company (as Chief Business Officer and Chief Commercial
Officer) for a period ending 30 November 2023.
The 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 appoint Klaus Edvardsen as managing director of the Company (as Chief Development Officer) for a period starting
1 August 2021 and ending 31 July 2024.
Klaus Edwardsen, PhD, age 59, is a
renown expert in experimental cancer research, he holds a MD and PhD degree from the University of Copenhagen, Denmark, was professor
of Experimental Cancer Research/Medicine at Lund University, Sweden and gained comprehensive pharma industry experience at AstraZeneca,
GlaxoSmithKline, Sanofi, Genmab and Merck.
The 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 re-appoint Mr. Pierre Kemula as managing director of the Company (as Chief Financial Officer) for a period
ending 31 October 2023.
The 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 appoint Mr. Ingmar Hoerr as supervisory director of the Company for a period of four years, ending at the
end of the annual general meeting of shareholders of the Company to be held in the year 2025. The 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.
Ingmar Hoerr, PhD, age 52, pioneered
vaccinology research concerning the use of RNA. He is one of the founders of CureVac. Mr. Ingmar Hoerr was chairman of the board of directors
of CureVac AG and he served as founding CEO for 18 years. Mr. Ingmar Hoerr holds common shares in the capital of the Company in the aggregate
nominal amount of EUR 135,449.80.
In August 2020, Mr. Hoerr held 1,129,165
ordinary shares, each having a nominal value of EUR 0.12, in the capital of CureVac N.V.
Mr. Hoerr is being nominated for appointment
in view of his in-depth knowledge of the Company and its business and the dedication with which he has previously performed his duties
as a founder and CEO of CureVac AG. The supervisory board believes that Mr. Hoerr would, if appointed, be an invaluable addition to the
composition of the supervisory board.
If appointed, Mr. Hoerr shall be entitled
to the compensation package as described in agenda item 14 (even if that agenda item is not adopted).
This proposal is contingent upon the
resignation of Mr. Timothy Wright as member of the Company's supervisory board, which is expected to take effect at or prior to the beginning
The Company's supervisory board, at
the recommendation of the Company's compensation committee, has approved the grant of an equity award to Mr. Jean St phenne as
compensation for his services as supervisory director. This Company wishes to grant Mr. St phenne this equity award because of
his outstanding work and advice on the supervisory board in connection with the clinical development of CVnCoV, the first generation mRNA-based
vaccine candidate against COVID-19 of the Company. It is therefore proposed that Mr. St phenne be granted, effective as of 1 July
2021, restricted stock units under the Company's long-term incentive plan representing a fair market value (FMV) of EUR 150,000.
This equity award is in addition to
the compensation package to which Mr. St phenne would be entitled pursuant to agenda item 14, if that resolution is adopted.
The Company's supervisory board, at
the recommendation of the Company's compensation committee, has approved the grant of an equity award to Mr. Ralf Clemens as compensation
for his services as supervisory director. This Company wishes to grant Mr. Clemens this equity award because of his outstanding work and
advice on the supervisory board in connection the clinical development of CVnCoV, the first generation m-RNA-based vaccine candidate against
COVID-19 of the Company. It is therefore proposed that Mr. Clemens be granted, effective as of 1 July 2021, restricted stock units under
the Company's long-term incentive plan representing a fair market value (FMV) of EUR 100,000.
This equity award is in addition to
the compensation package to which Mr. Clemens would be entitled pursuant to agenda item 14, if that resolution is adopted.
It is proposed that the Company's managing
directors be released from liability for the exercise of their duties during the financial year 2020. 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 2020 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 2020. 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