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 at the Hyatt Regency Hotel, Amsterdam (address: Sarphatistraat
104, 1018 GV Amsterdam, the Netherlands) on 22 June 2022 at 14:00 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 2021, 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 25 May 2022
(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 agm2022@curevac.com). This notice must be received by the Company
no later than on 17:59 p.m. (CEST) on 20 June 2022 (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 agm2022@curevac.com), in which case the Company shall endeavor to respond to those questions at the AGM to the extent possible
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 agm2022@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 shareholders of CureVac N.V. (the "Company") to be held at the Hyatt Regency Hotel,
Amsterdam (address: Sarphatistraat 104, 1018 GV Amsterdam, the Netherlands) on 22 June 2022 at 14:00 p.m. Central European Summer Time
The Company's annual report over the
financial year 2021 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 2021 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 2021. 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 2021 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 2021. 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 2021 or in other public disclosures.
The Company's supervisory
board has made a binding nomination to re-appoint Dr. Franz-Werner Haas as managing director of the Company's management board for a period
ending at the annual general meeting of shareholders of the Company to be held in the year 2023.
LLD, LLM, age 52, has been our chief executive officer and chief operating officer since August 2020 and June 2018, respectively.
Mr. Haas was our chief corporate officer from 2012 until 2018 and our deputy chief executive officer from March 2020 until August 2020.
Before joining CureVac, he was Vice President of Operations and Chief Compliance Officer of SYGNIS Pharma AG from May 2005 until
March 2012, where he was responsible for the execution of M&A and capital market transactions. Mr. Haas started his professional
career as an Assistant to the Executive Board of a privately held international commercial and service enterprise before assuming several
management positions in the life science industry, including Vice President and General Counsel of LION bioscience from 2002 until December 2004.
Mr. Haas also served as the General Counsel of Sirona Dental Systems from January 2005 to May 2005. He studied law at the
University of Saarbruecken, K.U. Leuven and also holds an LLM from the University of Edinburgh.
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 appoint Dr. Malte Greune as managing director of the Company's management board for a period ending
at the annual general meeting of shareholders of the Company to be held in the year 2024.
Malte Greune, Ph.D.,
age 57, has been our chief operating officer since July 2021. Dr. Greune joins 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 of this proposal.
in the articles of association of the Company) has made a binding nomination to appoint Dr. Klaus Schollmeier as supervisory director
of the Company for a period of three (3) years, ending at the end of the annual general meeting of shareholders of the Company to be held
Dr. Klaus Schollmeier,
age 65, is an advisor to the Pharma/Biotech industry and member of the board and chairman of several biotech companies including Tacalyx
(Germany), Modra Pharmaceuticals (Netherlands), Affiris Pharma (Austria) and Eternygen (Germany). He also advises and mentors a number
of start-up companies in Europe as an entrepreneur in residence and business angel, including for BASF's venture builder Chemovator.