For personal use only FY25 : RESULTS PRESENTATION | August 29 2025 N B C U N I V E R S A L M E D I A P A R T N E R S H I P & F Y 2 0 R E S U L T S P R E S E N T A T I O N │ A U G U S T 2 0 2 0 FY25 RESULTS PRESENTATION AUG 2025 IMPORTANT NOTICE AND DISCLAIMER This document and any oral presentation accompanying it has been prepared in good faith, however, no express or implied representation or warranty is given as to the accuracy or completeness of the information in this document, in any accompanying pres ...

Core Viewpoint - Innosera ApS, controlled by Nordic Capital Fund XI and Permira, has made a voluntary all-cash takeover offer for Bavarian Nordic A/S at DKK 233.0 per share, with a revised minimum acceptance condition of 75% of shares [1][3]. Group 1: Offer Details - The takeover offer is for all issued and outstanding shares of Bavarian Nordic, excluding treasury shares [1]. - The offer document has been approved by the Danish Financial Supervisory Authority and includes an acceptance form [1]. - The initial minimum acceptance condition was over 90% but has been lowered to 75% [3]. Group 2: Shareholder Guidance - Shareholders are advised to read the Offer Document and the forthcoming Board Statement in full before making a decision [4]. - The Board of Directors will issue a statement regarding the Offer as soon as possible [2]. Group 3: Company Background - Bavarian Nordic is a global vaccine company focused on innovative vaccines, including mpox and smallpox vaccines, and has a strong portfolio of travel vaccines [7].

Core Viewpoint - Bavarian Nordic A/S has entered into an agreement with Innosera ApS for a recommended voluntary public takeover offer at DKK 233 per share, valuing the company at approximately DKK 19 billion [1][2]. Offer Highlights - The offer price of DKK 233 represents a 21.0% premium over the closing price of DKK 192.50 on July 23, 2025 [2]. - The offer price reflects a 31.0% premium compared to the one-month volume-weighted average share price of DKK 177.92, a 35.5% premium over the three-month average of DKK 171.99, and a 37.4% premium over the six-month average of DKK 169.60 [2]. - The Board of Directors of Bavarian Nordic intends to recommend that shareholders accept the offer [2][7]. Board of Directors' Position - The Board believes the offer is attractive and has unanimously decided to recommend acceptance to shareholders [2][7]. - All members of the Board and Executive Management have committed to tender their shares, representing 0.30% of the voting rights and share capital [2]. Offer Process and Conditions - The Offeror will publish an offer document approved by the Danish Financial Supervisory Authority within four weeks [2][14]. - The offer period is expected to last six weeks, subject to extension [2][16]. - Completion of the offer is contingent upon obtaining over 90% of voting rights, necessary regulatory approvals, and no adverse changes occurring [2][12]. Strategic Rationale - Nordic Capital and Permira believe the acquisition will accelerate Bavarian Nordic's growth strategy and enhance its position in the global vaccine market [4][5]. - The transformation of Bavarian Nordic into a leading international vaccine company is ongoing and will require continued investment [4]. Commitment to Stakeholders - Nordic Capital and Permira intend to support Bavarian Nordic's mission to provide life-saving vaccines and maintain operations in partnership with management and employees [6]. - The Offeror aims to create long-term value for all stakeholders, including society and patients [6]. Financial Advisors - Citigroup Global Markets Europe AG and Nordea Danmark are acting as financial advisors to Bavarian Nordic [18].