Full Press Release Details
This is the convening notice for the extraordinary
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 November 25, 2025 at 14:00 Central European Time (the "EGM").
The agenda for the EGM is as follows:
No business shall be voted on at the EGM, except
such items as included in the abovementioned agenda.
The agenda for the EGM with the explanatory notes
thereto, the merger proposal and explanatory notes thereto relating to the Legal Downstream Merger 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 EGM is October
28, 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 EGM 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 EGM.
Persons with Meeting Rights and Beneficial Owners
who wish to attend the EGM, either in person or by proxy, must notify the Company of their identity and intention to attend the EGM by
sending notice to that effect to the Company by e-mail (addressed to egm2025@curevac.com). This notice must be received by the
Company no later than November 20, 2025 at 23:59 p.m. Central European 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 EGM. 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 EGM and who wish to have themselves represented at the EGM 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 EGM may also submit questions in advance of the EGM by sending an e-mail to the Company prior to the Cut-off
Time (addressed to egm2025@curevac.com), in which case the Company shall endeavor to respond to those questions at the EGM to
the extent possible and allowed.
In addition, Sodali has been mandated by the
Company as information agent in connection with the EGM and is available for questions under the following contact details:
Hotline: +49 69 95179985
Persons with Meeting Rights, Beneficial Owners
and their respective proxyholders who have not complied with these requirements may be refused entry to the EGM. In addition, only those
Persons with Meeting Rights and Beneficial Owners who have properly registered for the EGM are granted the possibility by the Company
to follow the EGM 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 egm2025@curevac.com) prior to the Cut-off Time, that you would like to follow the EGM 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 extraordinary 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 November 25, 2025 at 14:00 Central European Time (the "EGM").
Buyer and the Company have entered
into a purchase agreement dated 12 June 2025 relating to the Offer (the "Purchase Agreement"). Pursuant to the offer
to purchase dated October 21, 2025 (the "Offer to Purchase"), on October 21, 2025, Buyer commenced the Offer to purchase
(subject to the satisfaction or waiver (to the extent permissible) of the conditions set forth in the Purchase Agreement) any and all
of the ordinary shares, par value 0.12 per share, in the capital of the Company ("Company Shares") in exchange
for a number of American Depositary Shares of Buyer, each representing one share in the Buyer with a notional amount of 1.00 ("Buyer
ADSs"), determined in accordance with the exchange ratio set forth in the Purchase Agreement and the Offer to Purchase (the
"Offer Consideration"), without interest and subject to applicable tax withholding.
The Offer will expire at 9:00 a.m.,
New York City time, on December 3, 2025 (the "Expiration Time", unless the Offer is earlier terminated or extended
in accordance with the Purchase Agreement and the Offer to Purchase, in which event "Expiration Time" will mean the
latest time and date at which the Offer, as so extended, will expire).
Subject to the satisfaction or waiver
(to the extent permissible) of the conditions to the consummation of the Offer, Buyer shall, promptly following the Expiration Time (but
in any event within two (2) business days thereafter), accept for exchange (the time of acceptance for exchange, the "Acceptance
Time") all Company Shares validly tendered and not properly withdrawn pursuant to the Offer as of the Expiration Time (the
"First Company Shares"). Within ten (10) business days following the effectiveness of the increase of Buyer's
share capital required for the exchange of the First Company Shares for the Offer Consideration, Buyer shall exchange the First Company
Shares for the Offer Consideration (and cash in lieu of fractional Buyer ADSs, if any) for those First Company Shares (the "Closing").
Following the Acceptance Time, Buyer
shall provide a subsequent offering period in accordance with the terms of the Purchase Agreement and the Offer to Purchase for a period
of no less than ten (10) business days to purchase additional Company Shares in exchange for the Offer Consideration (the "Subsequent
Offering Period"). Within ten (10) business Days following the effectiveness of the increase of Buyer's share capital
required for the exchange the Company Shares validly tendered during the Subsequent Offering Period (the "Second Company Shares"),
Buyer shall exchange the Second Company Shares for the Offer Consideration (and cash in lieu of fractional Buyer ADSs, if any) for those
Second Company Shares.
Please see Buyer's Tender Offer
Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the "SEC") on October 21, 2025, the
related Letter of Transmittal and the Company's Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on October
21, 2025 (the foregoing documents and other related materials, as each may be amended or supplemented from time to time collectively,
the "Offer Materials") for more information about the Offer, including a detailed description of the terms of the
Purchase Agreement and the Offer.
The Company's management board
(the "Management Board") and supervisory board (the "Supervisory Board") have (i) determined that
the Purchase Agreement and the transactions contemplated thereby are in the best interest of the Company and the sustainable success
of its business, having considered the interest of its shareholders, employees and other relevant stakeholders, (ii) approved and adopted
the Purchase Agreement (including the execution, delivery and performance thereof) and approved the transactions contemplated thereby
and (iii) resolved, on the terms and subject to the conditions set forth in the Purchase Agreement to support the Offer and the other
transactions contemplated by the Purchase Agreement and to recommend acceptance of the Offer by the shareholders of the Company and to
recommend approval and adoption of the voting items included on the agenda for the EGM.
As promptly as practicable following
the closing of the Subsequent Offering Period, Buyer shall effectuate, or cause to be effectuated, in which case the Company and its
subsidiaries shall effectuate, a corporate reorganization of the Company and its subsidiaries (the "Post-Offer Reorganization"),
consisting of the Legal Downstream Merger, the Post-Downstream Merger Share Sale (as defined below) and the Cancellation (as defined
below), in that order, provided that each step of such Post-Offer Reorganization is permitted under applicable law (including Sections
2:316(4) and 2:318(1) of the Dutch Civil Code). The Post-Offer Reorganization shall be subject to the conditions set forth in the Purchase
Agreement and if these conditions are met, several steps shall be taken, including the following steps in the following order: (i) the
Legal Downstream Merger, which shall become effective as of 0:00 (local time in the Netherlands) on the day after the date on which the
deed of merger to effect the Legal Downstream Merger is executed (the "Merger Effective Time"), (ii) New Topco shall
sell all outstanding shares in the capital of CureVac SE to Buyer against payment of consideration by Buyer with a value equal to the
excess of (1) the aggregate Offer Consideration for all Company Shares over (2) the amount of cash and cash equivalents of the Company,