Full Press Release Details
NOTICE OF ANNUAL GENERAL MEETING
3 MAY 2022 AT 4.00 PM (CEST)
The board of directors hereby convenes the Annual General Meeting of
Evaxion Biotech A/S, company registration (CVR) no. 31 76 28 63 (the "Company"), to be held on
3 May 2022 at 4.00 PM (CEST)
at c/o Evaxion Biotech A/S, Dr Neergaards Vej 5F, 2970 H rsholm,
The board of directors proposes that
attorney-at-law Lars L thjohan Jensen be elected as chairman of the general meeting.
The board of directors recommends that
the Company's audited annual report for the financial year 2021 be approved. The audited annual report is available on the Company's website.
The board of directors proposes that
the loss be transferred to the next financial year.
The board of directors currently consists
of the following members: Marianne S gaard (chairperson), Lars Holtug, Roberto Prego and Steven J. Projan.
All members seek re-election to the
Niels Iversen M ller, co-founder
and former CBO seeks to be elected to the board of directors.
The board of directors proposes the
re-election of Marianne S gaard, Lars Holtug, Roberto Prego and Steven J. Projan and the election of Niels Iversen M ller.
A description of the proposed candidates'
qualifications, hereunder information about similar positions possessed by the candidates at the time of the Annual General Meeting can
be found in appendix 1 attached hereto.
The board of directors proposes that
EY Godkendt Revisionspartnerselskab, CVR no. 30700228, be re-elected as the auditor of the Company.
The board of directors proposes to amend the Articles of
Association by renewing and amending the existing authorization in article 3.1 that authorizes the board of directors to increase the
Company's share capital at one or more times without pre-emptive subscription rights for the Company's shareholders. It is
proposed to delete current authorizations in articles 3.1 and 3.3 to increase the share capital with up to nominal DKK 9,057,144 and
to replace it with an authorization to increase the share capital with up to nominal DKK 47,000,000 at market price without pre-emptive
subscription rights for existing shareholders.
The board of directors specifically proposes that the existing
wording in articles 3.1 and 3.3 in the Articles of Association is replaced in its entirety with the following wording:
"The board of directors is until 1 May 2027
authorized at one or more times to increase the company's share capital by up to nominal DKK 47,000,000 without pre-emptive subscription
rights for the company's shareholders. Capital increases according to this authorization can be carried out by the board of directors
by way of contributions in kind, conversion of debt and/or cash contributions and must be carried out at market price. The board of directors
is authorized to make the required amendments to the Articles of Association if the authorization to increase the share capital is used
and to cause such shares to be deposited with a depositary bank and the simultaneous issuance of American Depositary Shares representing
For shares issued pursuant to this section 3.1 the following
shall apply: The new shares shall be non-negotiable instruments issued in the name of the holder and registered in the name of the holder
in the company's register of shareholders. The new shares shall not have any restrictions as to their transferability and no shareholder
shall be obliged to have the shares redeemed fully or partly. The shares shall be with the same rights as the existing share capital.
The new shares shall give rights to dividends and other rights in the company from the time which are determined by the board of directors
in connection with the decision to increase the share capital."
The board of directors proposes
to delete the historic provisions in articles 3.4 of the Articles of Association.
The board of directors proposes to amend the Articles of
Association by increasing the current authorization in article 3.5 of the Articles of Association to issue convertible bonds and increase
the share capital from a nominal value of DKK 1,000,000 to nominal value DKK 14,700,000.
The board of directors specifically
proposes that the existing authorization in article 3.5 is deleted and that the new authorization is adopted as a new article 3.3 with
the following wording:
"The board of directors is until 3 January 2026
authorized at one or more times to obtain loans against issuance of convertible loan notes which give the right to subscribe for shares
for a total of up to nominal value of DKK 14,700,000 without pre-emptive subscription rights for the company's shareholders. The conversion
shall be carried out at a price that corresponds in aggregate to at least the market price at the time of the decision of the board
of directors. Shares shall be considered issued at market price if the shares are issued at +/-10 % of the listed price for the company's
shares on a relevant stock exchange in Europe or the USA. The loans shall be paid in cash. The terms and conditions for the convertible
loan notes shall be determined by the board of directors.
As a consequence of the conversion of the convertible
loan notes, the board of directors is authorized until 3 January 2026 to increase the share capital by a nominal value of up to DKK
14,700,000 by conversion of the convertible loan notes. The company's shareholders shall not have pre-emptive rights to subscribe for
shares issued by conversion of the convertible loan notes.
The shares issued based on convertible loan notes shall
be non-negotiable instruments issued in the name of the holder and registered in the name of the holder in the company's register of
shareholders. The shares shall be subject to the same restrictions on transferability as the existing shares of the company and no shareholder
shall be obliged to have the shares redeemed fully or partly. No partial payment is allowed. The shares shall be with the same rights
as the existing share capital and shall not belong to a specific share class. The shares shall give rights to dividends and other rights
in the company from the time of registration of the capital increase with the Danish Business Authority."
The board of directors proposes to amend the Articles of
Association by adopting an authorization as a new article 2.10 to the Articles of Association that authorizes the board of directors
to issue warrants to investors and/or lenders, which gives the right to subscribe for shares in the Company.
The board of directors, specifically,
proposes that the authorization is adopted as a new article 2.10 with the following wording:
"The board of directors is until 1 May 2027
authorized, at one or more times, to issue warrants to investors and/or lenders entitling the holder to subscribe for shares for a total
of up to nominal value of DKK 2,000,000 without pre-emptive subscription rights for the company's shareholders. The exercise price for
the warrants issued according to this authorization shall be determined by the board of directors at market price. The board of directors
shall determine the terms for the warrants issued and the distribution hereof.
At the same time, the board of directors is authorized
until 1 May 2027, at one or more times, to increase the company's share capital with up to nominal value of DKK 2,000,000 without
pre-emptive subscription rights for the company's shareholders by cash payment in order to implement the capital increase related to exercise
of warrants. In accordance with this clause the board of directors may increase share capital with a minimum nominal value of DKK 1.00
and a maximum nominal value of DKK 2,000,000. The board of directors is authorized to make the required amendments to the Articles of
Association if the authorization to increase the share capital is used and to cause such shares to be deposited with a depositary bank
and the simultaneous issuance of American Depositary Shares.
The shares issued based on exercise of warrants shall
be non-negotiable instruments issued in the name of the holder and registered in the name of the holder in the company's register of shareholders.
The shares shall be subject to the same restrictions on transferability as the existing shares of the company and no shareholder shall
be obliged to have the shares redeemed fully or partly. No partial payment is allowed. The shares shall be with the same rights as the
existing share capital and shall not belong to a specific share class. The shares shall give rights to dividends and other rights in the
company from the time of registration of the capital increase with the Danish Business Authority."
The board of directors proposes to authorize the chairman
of the meeting (with a right of substitution) on behalf of the Company to apply the Danish Business Authority for registration of the
resolutions passed by the general meeting and in this connection to make any such amendments to the documents prepared for such resolutions
that may be required for registration with the Danish Business Authority.
H rsholm, Denmark, 12 April 2022
The board of directors of Evaxion Biotech A/S
Chairperson of the board of directors
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