Bavarian Nordic A/S - Notice Convening Ordinary General Meeting

Pursuant to Article 10 of the Articles of Association, the shareholders of
Bavarian Nordic A/S are hereby convened to the ordinary General Meeting to be
held on

Monday, 16 April 2012 at 16.00 o´clock

at Comwell Borupgaard, Nørrevej 80, 3070 Snekkersten, Denmark with the following
agenda:

1. The Board of Directors´ report on the Company´s activities in the past
year.
2. Presentation of the Annual Report for adoption.
3. A proposal from the Board of Directors regarding the application of profit
or covering of loss pursuant to the Annual Report as adopted.
4. A resolution to discharge the Board of Directors and the Board of Management
from their obligations.
5. Election of Members to the Board of Directors.
6. Election of Auditors.
7. Any proposal from the Board of Directors or shareholders.

The Board of Directors has proposed the following resolutions:

a. Proposal to divide the authorisation of the Board of Directors in Article
5a of the Articles of Association into two separate authorisations (Articles
5a(1) and 5a(2)) as a consequence of the Danish Business Authority´s altered
interpretation of Article 155(3) of the Danish Companies Act on pre-emption
rights in connection with a capital increase, as well as to increase and
extend the two authorisations so that the Board of Directors overall is
authorised to increase the share capital of the Company with a total of
nominally DKK 26,000,000 until 30 June 2013.

b. Proposal to increase the authorisation of the Board of Directors in
Article 5b of the Articles of Association, so that until 31 December 2013
the Board of Directors is authorised to issue warrants which entitle the
holders to subscribe for shares in the Company at a nominal value of up to
DKK 6,000,000.

c. Proposal to increase and extend the authorisation of the Board of
Directors in Article 5h of the Articles of Association to take up a loan
against convertible notes.

d. Proposal to approve remuneration of the Board of Directors for the
current financial year.

e. Proposal to authorise the Board of Directors to purchase own shares.

8. Any other business.

* * * * * * * *

Elaboration on selected items of the agenda:

Re 5) Election of Members of the Board of Directors

The Board of Directors proposes that Asger Aamund, Claus Bræstrup, Gerard van
Odijk, Anders Gersel Pedersen and Erik G. Hansen are re-elected. Erling Johansen
has notified the Board of Directors that he does not wish to be re-elected.

The members of the Board of Directors are as follows:

Asger Aamund, Chairman
Mr Aamund is President & CEO of A.J. Aamund A/S, a holding company focusing on
the field of biotechnology. He was previously CEO of Ferrosan, a Danish
pharmaindustrial group. Mr Aamund is Chairman of the Board of Directors of
Rehfeld Partners A/S and a member of the Board of Directors of A.J. Aamund A/S.
The special competencies possessed by Mr Aamund that are important for the
performance of his duties in the Company are his management experience from many
years in the Danish and international pharmaceutical industry. As a pioneer in
Danish biotech, Mr Aamund has had a key role in the establishment and
commercialisation of several companies and he is well experienced in
collaborations and partnering in the international pharmaceutical industry.

Claus Bræstrup
Dr Bræstrup is former President and CEO of H. Lundbeck A/S. He has previously
served at Novo Nordisk A/S as Vice President of Pharmaceutical Research,
President of its CNS Division and President of the Diabetes Care Division, and
at Schering AG as Head of Preclinical Drug Research. Dr Bræstrup is Chairman of
the Board of Probiodrug AG and a member of the board with Santaris Pharma A/S
and Evolva Holding SA. The special competencies possessed by Dr Bræstrup that
are important for the performance of his duties in the Company are his
scientific qualifications and his extensive executive background within the
international pharmaceutical industry.

Gerard van Odijk
Dr van Odijk is President and CEO of Teva Pharmaceuticals Europe B.V. Dr van
Odijk´s international executive career has led to a variety of senior positions
in GlaxoSmithKline (GSK). Dr van Odijk is Chairman of the Board of Merus
Biopharmaceuticals B.V. The special competencies possessed by Dr van Odijk that
are important for the performance of his duties are his medical qualifications
and his extensive executive background within the international pharmaceutical
industry.

Anders Gersel Pedersen
Dr Pedersen is Executive Vice President of Research & Development at H. Lundbeck
A/S. Before joining H. Lundbeck A/S in 2000, he worked for Eli Lilly for 11
years, ten of them as a director overseeing worldwide clinical research in
oncology. He is a member of the European Society of Medical Oncology, the
International Association for the Study of Lung Cancer, the American Society of
Clinical Oncology, the Danish Society of Medical Oncology and the Danish Society
of Internal Medicine. Dr Pedersen is Chairman of the Board of Lundbeck
International Neuroscience Foundation and a member of the Board of Directors of
Lundbeck Cognitive Therapeutics A/S, ALK-Abelló A/S and Genmab A/S (Deputy
Chairman). The special competencies possessed by Dr Pedersen that are important
for the performance of his duties in the Company are his scientific
qualifications and his extensive executive background within the international
pharmaceutical and biotech industries.

Erik G. Hansen
Mr Hansen is Director of Rigas Holding ApS. He previously held the positions as
Managing Director at Dansk Portefølje A/S (now Nykredit Asset Management) and
CFO in A.P. Møller - Maersk A/S. Mr Hansen is Chairman of the Board of Directors
of A/S af 26. marts 2003, COMX Networks A/S, DTU Symbion Innovation A/S, NPT
A/S, Polaris Management A/S, TTiT A/S and TTiT Ejendomme A/S; he is also a
member of the Board of Directors of Fertin Pharma A/S (Deputy Chairman), Gumlink
A/S (Deputy Chairman), Bagger-Sørensen & Co. A/S (Deputy Chairman), Lesanco ApS,
OKONO A/S, PFA Holding A/S, PFA Pension Forsikring A/S, Polaris Invest II ApS,
Wide Invest ApS and Aser Ltd. In addition, Mr Hansen is a member of the
Executive Boards of Rigas Holding ApS, Rigas Invest ApS, Tresor Asset Advisers
ApS, E.K.P. Invest ApS, Berco ApS, BFB ApS, Sirius Holding ApS, Tresor ApS, EGH
Private Equity ApS and Hansen Advisers ApS. The special competencies possessed
by Mr Hansen that are important for the performance of his duties are his
training and experience in and thorough understanding of managing finance
operations. Mr Hansen is also Chairman of the audit committee of Bavarian
Nordic.

Re 6) Election of Auditors

The Board of Directors proposes that Deloitte is re-elected as the Company´s
auditor.

Re 7a) Proposal to divide the authorisation of the Board of Directors in Article
5a to increase the share capital into two separate authorisations (Articles
5a(1) and 5a(2)), as a consequence of the Danish Business Authority´s altered
interpretation of Article 155(3) of the Danish Companies Act on pre-emption
rights in connection with a capital increase, as well as to increase and extend
the two authorisations to the Board of Directors to increase the share capital

The Board of Directors proposes to divide the authorisation of the Board of
Directors in Article 5a of the Articles of Association into two separate
authorisations (Articles 5a(1) and 5a(2)), as a consequence of the Danish
Business Authority´s altered interpretation of Article 155(3) of the Danish
Companies Act on pre-emption rights in connection with a capital increase, and
to insert a new provision as a new Article 5a(3) stating the maximum nominal
share capital increase that the Board of Directors overall is authorized to
carry out. The Board of Directors further proposes to increase and extend the
two authorisations, so that the Board of Directors overall is authorised to
increase the share capital of the Company in one or more issues with a total of
nominally DKK 26,000,000 until 30 June 2013. The proposal entails amending
Article 5a of the Articles of Association to the following:

"Subsection 1
For the period ending on 30 June 2013, the Board of Directors shall be
authorised to increase the Company´s share capital in one or more issues with a
total of nominally DKK 26,000,000 (26,000,000 shares of DKK 1 and multiples
hereof) by the subscription of new shares. The existing shareholders shall have
pre-emption right to subscribe for the amount by which the share capital is
increased, proportional to their shareholdings. The share capital shall be
increased by cash payment at a subscription price which may be lower than the
value of the shares.

The terms and conditions of the subscription for shares shall be determined by
the Board of Directors.

The new shares shall be negotiable instruments and shall be issued to bearer,
but they may be registered in the bearer´s name in the Company´s register of
shareholders. No restrictions shall apply to the transferability of the new
shares, and no shareholder shall be obliged to have his shares redeemed - in
whole or in part. The shares shall carry the right to dividend as from the date
fixed by the Board of Directors, but not later than the first financial year
following the capital increase.

Subsection 2
For the period ending on 30 June 2013, the Board of Directors shall be
authorised to increase the Company´s share capital in one or more issues with a
total of nominally DKK 26,000,000 (26,000,000 shares of DKK 1 and multiples
hereof) by the subscription of new shares. The existing shareholders shall not
have pre-emption right to subscribe for the amount by which the share capital is
increased.

The share capital may be increased by cash payment or in other ways, such as by
conversion of debts or in payment of a contribution in kind. The share capital
shall in any event be increased at a subscription price, which is not lower than
market value.

The terms and conditions of the subscription for shares shall be determined by
the Board of Directors.

The new shares shall be negotiable instruments and shall be issued to bearer,
but they may be registered in the bearer´s name in the Company´s register of
shareholders. No restrictions shall apply to the transferability of the new
shares, and no shareholder shall be obliged to have his shares redeemed - in
whole or in part. The shares shall carry the right to dividend as from the date
fixed by the Board of Directors, but not later than the first financial year
following the capital increase.

Subsection 3
When exercising the authorisations given in Articles 5a(1) and 5a(2) the Board
of Directors is overall authorised to increase the share capital of the Company
with a total of nominally DKK 26,000,000 (26,000,000 shares of DKK 1 and
multiples hereof)."

Re 7b) Proposal to increase the authorisation of the Board of Directors in
Article 5b to issue warrants

The Board of Directors proposes to increase the authorisation of the Board of
Directors in Article 5b of the Articles of Association so that until 31 December
2013 the Board of Directors is authorised to issue warrants which entitle the
holders to subscribe for shares in the Company at a nominal value of up to DKK
6,000,000. The Board of Directors also proposes authorising the Board of
Directors to reuse or reissue any lapsed and unexercised warrants under the
terms and within the time limitations set out in this authorisation. The
proposal entails authorising the Board of Directors to increase the share
capital of the Company as a consequence of the issuance of warrants until 1
April 2017 as well as amending Article 5b of the Articles of Association to the
following:

"During the period ending 31 December 2013, the Company may issue warrants, in
one or more portions by resolution of the Board of Directors. The warrants may
be issued to the management and employees of the Company or its subsidiaries,
including to consultants and the Company´s Board of Directors, for the
subscription of shares of a nominal value of up to DKK 6,000,000 by cash
contribution at a subscription price and on such other terms as the Board of
Directors may determine. Notwithstanding the foregoing, the issuances of
warrants to members of the Board of Directors may not exceed a nominal value of
DKK 300.000. Any issuance of warrants to the Board of Directors and/or
management shall be made in accordance with the Company´s policy for incentive
remuneration of the Board of Directors and the Management, prepared in
accordance with section 139 of the Danish Companies Act and approved by the
general meeting, cf. Article 17a of the Articles of Association.

Holders of warrants shall have pre-emption right to subscribe for the shares,
issued based on the warrants, meaning that the pre-emption rights to subscribe
to warrants and new shares for existing shareholders are deviated from.

As a consequence of the exercise of awarded warrants, the Board of Directors is
authorised during the period until 1 April 2017 to increase the share capital by
a nominal value of up to DKK 6,000,000 in one or more portions by resolution of
the Board of Directors by cash contribution at a subscription price and on such
other terms as the Board of Directors may determine without pre-emption right
for the existing shareholders.

The new shares issued based on warrants shall have the same rights as existing
shares according to the Articles of Association. The new shares shall be
negotiable instruments and shall be issued to the bearer, but they may be
registered in the bearer´s name in the Company´s register of shareholders. No
restrictions shall apply to the transferability of the new shares and no
shareholder shall be obliged to have his shares to be redeemed - in whole or in
part. The new shares shall carry the right to dividend from the time of
subscription.

Subject to the rules in force at any time, the Board of Directors may reuse or
reissue lapsed and unexercised warrants if any, provided that the reuse or
reissue occurs under the terms and within the time limitations set out in this
authorisation. Reuse is to be construed as the Board of Directors´ entitlement
to let another party enter into an existing agreement on warrants. Reissue is to
be construed as the Board of Directors´ option to reissue new warrants, under
the same authorisation, if previously issued warrants have lapsed."

Re 7c) Proposal to increase and extend the authorisation of the Board of
Directors in Article 5h of the Articles of Association to take up a loan against
convertible notes

The Board of Directors proposes that the General Meeting resolves to increase
and extend the authorisation of the Board of Directors contained in Article 5h
of the Articles of Association to take loans against convertible notes and to
carry out the capital increase related hereto. It is proposed that the size of
the loan, which the Board of Directors is authorised to take against the
issuance of convertible notes, is increased by DKK 111,000,000, so that the
Board of Directors henceforth is authorised to take loans of up to DKK
150,000,000 against the issuance of convertible notes. It is also proposed that
the authorisation is extended until 1 April 2017.

The proposal entails amending Article 5h of the Articles of Association to the
following:

"During the period ending 1 April 2017, the Company may in one or more portions
by resolution of the Board of Directors obtain loans in an amount of up to DKK
150,000,000 against issue of convertible notes which gives the right to
subscribe for shares in the Company. The Company´s existing shareholders shall
not have pre-emption right. The loans shall be paid in cash. The terms and
conditions for the convertible notes shall be determined by the Board of
Directors.

As a consequence of the conversion of the convertible notes, the Board of
Directors is authorised during the period until 1 April 2017 to increase the
share capital by a nominal value of up to DKK 26,000,000 in one or more portions
by resolution of the Board of Directors by conversion of the convertible notes
and on such other terms as the Board of Directors may determine. The Company´s
existing shareholders shall not have pre-emption right to subscribe for shares
issued by conversion of the convertible notes.

The new shares issued based on convertible notes shall have the same rights as
existing shares according to the Articles of Association. The new shares shall
be negotiable instruments and shall be issued to the bearer, but they may be
registered in the bearer´s name in the Company´s register of shareholders. No
restrictions shall apply to the transferability of the new shares and no
shareholder shall be obliged to have his shares to be redeemed - in whole or in
part. The new shares shall carry the right to dividend from the time of
conversion of the issued convertible notes, i.e. from the time of subscription."

Re 7d) Proposal to approve remuneration of the Board of Directors for the
current financial year

The Board of Directors proposes that the Board of Directors receives
remuneration for the current financial year in the amount of DKK 1,400,000
distributed with DKK 400,000 to the Chairman and DKK 200,000 to each of the
other members of the Board of Directors. The Board of Directors also proposes
that each board member is awarded 5,000 warrants which entitle the holders to
subscribe for shares in the Company. The granting of warrants takes place in
accordance with the authorisation of the Board of Directors in Clause 5 of the
Articles of Association to issue warrants.

Re 7e) Proposal to authorise the Board of Directors to purchase own shares

The Board of Directors proposes that the Board of Directors is authorised on
behalf of the Company to acquire own shares in the Company.

It is therefore proposed that the following authorisation is granted to the
Company´s Board of Directors pursuant to Article 198 of the Danish Companies
Act:

The General Meeting hereby authorises the Board of Directors to acquire own
shares on behalf of the Company in accordance with Article 198 of the Danish
Companies Act. The Company may only acquire own shares for a total nominal value
of up to 10 % of the Company´s share capital for the time being. The
remuneration paid for the Company´s shares may not deviate by more than 10 %
from the bid rate established by NASDAQ OMX Copenhagen at the time of
acquisition. The bid rate shall be the closing rate at NASDAQ OMX Copenhagen -
all trades at 17.00 o´clock.

This authorisation is granted to the Company´s Board of Directors for the period
until the next ordinary General Meeting.

* * * * * * * *

Adoption of the proposals referred to in items 1, 2, 3, 4, 5, 6, 7d, and 7e
requires a simple majority of votes.

Adoption of the remaining proposals referred to in items 7a, 7b, and 7c requires
a special majority, cf. Section 106 of the Danish Companies Act and Article 16
of the Articles of Association. According to this, the adoption of such
proposals requires the affirmative votes of at least two-thirds of the votes
cast as well as at least two-thirds of the votes represented at the General
Meeting.

Shareholders who wish to attend the General Meeting must order admission cards
no later than on 12 April 2012 in accordance with Article 11 of the Articles of
Association. Please be informed that attendance of the General Meeting requires
ordering an admission card prior to the General Meeting. Admission cards may be
ordered from Bavarian Nordic A/S at www.bavarian-nordic.com, by telephone:
[phone], by fax: [phone], or by submission of the enclosed order
form for registered shareholders who receive the convening notice by post.

Admission cards will be provided to shareholders who are entitled to attend and
vote at the General Meeting. Anyone who is registered as a shareholder in the
register of shareholders on the date of registration, 9 April 2012, or who has
made a request to such effect by that date is entitled to attend and vote at the
General Meeting.

The ordered admission cards will to the extent possible be forwarded to the
shareholders prior to the General Meeting. Admission cards, which have been
ordered in due time, but which have not been received by the shareholder prior
to the General Meeting, will be handed out at the entrance to the General
Meeting upon the shareholder showing identification (for example a passport or
driver´s license).

A voting ballot will be handed out with the admission card specifying the number
of votes of each shareholder.

Shareholders may vote by proxy. The proxy holder must provide a written and
dated instrument of proxy. An instrument of proxy issued to the Board of
Directors of the Company may only concern a specific General Meeting with an
agenda that is known in advance. The Company will provide the shareholders with
both written and electronic proxy forms. A written proxy form may be ordered
from Bavarian Nordic A/S at www.bavarian-nordic.com, by telephone:
[phone], or by fax: [phone] and is enclosed the convening notice
sent to the registered shareholders, who have requested to receive the convening
notice etc. by post. Shareholders may also notify the Company electronically of
the appointment of a proxy at www.bavarian-nordic.com.

It is also possible for shareholders to vote by post. The Company will from 23
March 2012 make a postal voting form available for the shareholders on the
Company´s website www.bavarian-nordic.com. A postal voting form may also be
ordered from Bavarian Nordic A/S at www.bavarian-nordic.com, by telephone:
[phone], or by fax: [phone] and is enclosed the convening notice
sent to the registered shareholders who have requested to receive the convening
notice etc. by post. Postal votes must be sent to the Company at Bavarian
Nordic, Hejreskovvej 10A, 3490 Kvistgård, Denmark, and must be received by the
Company no later than 13 April 2012. Once the postal vote has been received by
the Company, the vote cannot be revoked by the shareholder.

Shareholders may submit questions in writing to the Company regarding the
agenda, the documents to be presented at the General Meeting or the general
position of the Company. Questions may be submitted by post or e-mail to
[e-mail]. Questions will be answered in writing or orally at the
General Meeting.

The following documents and information will be available on the Company´s
website at www.bavarian-nordic.com from 23 March 2012 to 16 April 2012 (both
days included): 1) The notice convening the General Meeting; 2) The total number
of shares and voting rights as at the date of the convening notice; 3) All
documents to be submitted to the General Meeting, including the annual report
for 2011 containing the audited annual and consolidated accounts etc.; 4) The
agenda and the full text of all proposals to be submitted to the General
Meeting; and 5) Postal and proxy voting forms.

The Company´s share capital amounts to DKK 260,943,610 divided into shares in
the denomination of DKK 1 and multiples thereof. Each share of a nominal value
of DKK 10 gives one vote.

Kvistgård, 21 March 2012

Asger Aamund
Chairman of the Board

Contact
Anders Hedegaard, President & CEO. Phone [phone]

About Bavarian Nordic
Bavarian Nordic is a vaccine-focused biotechnology company developing and
producing novel vaccines for the treatment and prevention of life-threatening
diseases with a large unmet medical need. The company´s pipeline targets cancer
and infectious diseases, and includes ten development programs. In oncology, the
company´s lead program is PROSTVAC®, a therapeutic vaccine candidate for
advanced prostate cancer that is the subject of an ongoing pivotal Phase 3 trial
and is being developed under a collaboration agreement with the National Cancer
Institute. In clinical Phase 1 and Phase 2 trials, PROSTVAC® has been tested in
nearly 600 patients. In infectious diseases, the company´s lead program is
IMVAMUNE®, a third-generation smallpox vaccine candidate that is being developed
and supplied for emergency use to the U.S. Strategic National Stockpile under a
contract with the U.S. Government. For more information, visit www.bavarian-
nordic.com

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Source: Bavarian Nordic A/S via Thomson Reuters ONE
[HUG#1596242]

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