Full Press Release Details
of extraordinary general meeting
The board of directors hereby convenes an Extraordinary
General Meeting of Evaxion Biotech A/S, company registration (CVR) no. 31 76 28 63 (the "Company"), to be held on
7 July 2021 at 18.00 (CEST)
at c/o Evaxion Biotech A/S, Dr Neergaards Vej
5F, 2920 H rsholm, Denmark.
AND COMPLETE PROPOSALS
The board of directors proposes to
amend the articles of association by adopting a new authorization for the board of directors to increase the Company's share capital by
up to nominal DKK 12,000,000 without pre-emptive rights for the existing shareholders of the Company.
The board of directors specifically
proposes that the existing section 3.3. is replaced with following wording as a new section 3.3 in the articles of association:
"The board of directors is
until 30 June 2026 authorized at one or more times to increase the company's share capital by up to nominal DKK 12,000,000
without pre-emptive subscription rights for the company's shareholders. Capital increases according to this authorization may be
carried out by the board of directors by way of cash contributions at or below 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 such shares.
For shares issued pursuant to this
section 3.3 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
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, 21 June 2021
The board of directors of Evaxion Biotech A/S
Chairperson of the board of directors
Adoption requirements
The proposal under agenda item 1 must be adopted
by a majority of not less than nine tenths of all votes cast and of the share capital represented at the Extraordinary General Meeting.
The proposal under agenda item 2 may be adopted
by a simple majority of the votes cast.
Share capital and voting rights
The Company's nominal share capital currently
amounts to DKK 19,198,668 divided into 19,198,668 shares of DKK 1 nominal value. At the Extraordinary General Meeting, each share carries
The right of a shareholder to attend the Extraordinary
General Meeting and to vote in respect of his/her shares is determined on the basis of the shares held by the shareholder at the record
date. The shareholdings and voting rights are calculated on the basis of entries in the register of shareholders and any notice of ownership
received by the Company for the purpose of registration in the register of shareholders.
The record date is 30 June 2021.
Furthermore, participation is conditional upon
the shareholder having timely notified the Company of his/her attendance as described below.
Attendance and admission
Shareholders, proxies and any accompanying advisor
wishing to attend the Annual General Meeting in person must have an admission card. Admission cards may be ordered on the Company's website:
www.evaxion-biotech.com/egm2021 or the website of Computershare: www.computershare.com.
Admission cards must be ordered no later than
2 July 2021 at 23.59 (CEST).
In order to protect the health and safety of all due to the ongoing
COVID-19 situation, we strongly recommend that shareholders make use of the possibility to give proxy or vote by correspondence instead
of opting for physical attendance at the Extraordinary General Meeting.
Shareholders can vote by proxy no later than 5
July 2021 at 23.59 (CEST).
The proxy can be submitted in writing by using
the proxy form which is attached to the convening notice and can be downloaded from the Company's website: www.evaxion-biotech.com/egm2021.
If the form is used, it must be completed, signed and forwarded to Computershare A/S, Lottenborgsvej 26 D, 1st floor, DK-2800 Kgs. Lyngby,
Denmark, by mail or by fax no. + 45 45460998. Computershare must receive completed proxy forms no later than 5 July 2021 at 23.59
Proxies may also be granted electronically on
the Company's website, www.evaxion-biotech.com/egm2021, or on the website of Computershare, www.computershare.dk, by using
a Computershare username and password. Usernames and passwords will be sent to all shareholders by email. Electronic proxies must be
granted no later than 5 July 2021 at 23.59 (CEST).
Votes by correspondence
Shareholders can vote by correspondence no later
than 5 July 2021 at 23.59 (CEST).
The vote by correspondence can be submitted in
writing by using the correspondence form which is attached to convening notice and can be downloaded from the Company's website: www.evaxion-biotech.com/egm2021.
If the form is used, it must be completed, signed and forwarded to Computershare A/S, Lottenborgsvej 26 D, 1st floor, DK-2800 Kgs. Lyngby,
Denmark, by mail or by fax no. + 45 45460998.
It is also possible to vote electronically on
the website of Computershare, www.computershare.dk, by using the Computershare username and password.
Additional information
On the Company's website, www.evaxion-biotech.com/egm2021,
the following information is available:
The convening notice will also be forwarded in
writing to all shareholders recorded in the register of shareholders who have requested such notification.
The Extraordinary General Meeting will be conducted
in English according to section 4.7 of the Company's articles of association.