Full Press Release Details
NOTICE OF ANNUAL GENERAL MEETING
16 APRIL 2024 AT 15:00 (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
16 APRIL 2024 AT 15:00
at Evaxion Biotech A/S, Dr
Neergaards Vej 5F, 2970 H rsholm, Denmark.
of the chairman of the meeting
board of directors' report on activities of the Company in the past year
of the audited annual report for adoption
on the appropriation of the loss recorded in the adopted annual report
of members to the board of directors
motion from the board of directors and/or the shareholders
to authorize the chairman of the meeting
The board of directors proposes that attorney-at-law Lars
L thjohan be elected as chairman of the general meeting.
Chairperson Marianne S gaard will report on the Company's
activities for the year ended December 31, 2023.
The board of directors recommends that the Company's audited
annual report for the financial year 2023 be approved. The audited annual report is available on the Company's website.
The board of directors proposes that the loss be carried
forward to the next financial year.
The board of directors currently consists
of the following members: Marianne S gaard (chairperson), Lars Holtug, Roberto Prego and Niels Iversen M ller.
The board of directors proposes the
re-election of Marianne S gaard, Lars Holtug, Roberto Prego and Niels Iversen M ller.
Furthermore, the board of directors
proposes that Lars Staal Wegner is elected as member of the board of directors, so that, if decided by the shareholders, the board of
directors will consist of the following members:
Marianne S gaard (Chairperson)
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. 30 70 02 28, be re-elected as the auditor of the Company.
7a - proposal from the board of
directors - - proposal to authorize the board of directors to issue warrants
The board of directors proposes to
amend the articles of association by renewing and increasing the current authorization in article 2.5 of the articles of association
to issue warrants to members of the company's board of directors and executive management as well as key-employees, of the company or
its subsidiaries and increase the share capital from a nominal value of DKK 1,000,000 to nominal value DKK 10,000,000 corresponding to
The board of directors specifically
proposes that the existing authorization in article 2.5 is renewed and amended as follows:
"The board of directors is
until 15 April 2029 authorized at one or more times to issue warrants to members of the company's board of directors and executive
management as well as key-employees of the company or its subsidiaries entitling the holder to subscribe for shares for a total of up
to nominal value of DKK 10,000,000 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 15 April 2029 at one or more times to increase the company's share capital with up to nominal value of DKK 10,000,000
without pre-emptive 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 10,000,000.
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."
7b - proposal from the board of
directors - proposal to authorize the board of directors to issue warrants
The board of directors proposes that
the General Meeting authorizes the board of directors to issue up to warrants 100,000,000 to investors, lenders, consultants and/or advisor
that confer the right to subscribe shares for up to nominal DKK 100,000,000 corresponding to 10,000,000 ADSs as set out in a new article
2.11 of the articles of association with the following wording:
"The board of directors is
until 15 April 2029 authorized at one or more times to issue warrants to investors, lenders, consultants and/or advisors in the
company or its subsidiaries entitling the holder to subscribe for shares for a total of up to nominal value of DKK 100,000,000 without
pre-emptive subscription rights for the company's shareholders. The exercise price for the warrants issued according to this authorization
shall at the time of issuance be determined by the board of directors at market price or at a discount 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 15 April 2029 at one or more times to increase the company's share capital with up to nominal value of DKK 100,000,000
without pre-emptive 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 100,000,000. 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."
7c - proposal from the board of
directors - Proposal to authorize the board of directors to increase the share capital
The board of directors proposes to
amend the articles of association by increasing the current authorization in article 3.1 of the articles of association to increase the
company's share capital without pre-emptive subscription rights for the company's shareholders and increase the share capital from a
nominal value of DKK 32,756,540 to nominal value DKK 80,000,000 corresponding to 8,000,000 ADSs.
The board of directors specifically
proposes that the existing authorization in article 3.1 is amended as follows:
"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 80,000,000 without
pre-emptive subscription rights for the company's shareholders. Capital increases according to this authorization must be carried out
by the board of directors by way of cash contributions. The shares may be issued at market price or at a discount to the listed price
of the ADSs as determined by the board of directors. 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