6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of May, 2021

Commission File Number: 001-36619

 

 

Affimed N.V.

 

 

Im Neuenheimer Feld 582,

69120 Heidelberg,

Germany

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F   ☒                 Form 40-F  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

 

 


AFFIMED N.V.

On May 20, 2021, Affimed N.V. (the “Company”) issued a press release announcing its 2021 annual general meeting of shareholders and made available to its shareholders certain other materials in connection with such meeting.

In addition, Mr. Ferdinand Verdonck, J.D. advised the Company that he will resign from his position as a member of the Supervisory Board of the Company, ending his service as a supervisory director of the Company prior to the 2021 Annual General Meeting of Shareholders, on June 14, 2021. Our Supervisory Board has been advised by Mr. Verdonck that such decision is not due to any disagreement with the Company. Our Supervisory Board thanks Mr. Verdonck for his dedication and contributions to the Company.

In replacement of Mr. Verdonck, the Supervisory Board, on the recommendation of the nominating and corporate governance committee, intends to nominate Mrs. Uta Kemmerich-Keil for appointment as a supervisory director for a term ending at the end of the annual general meeting to be held in 2024. The nomination of Mrs. Kemmerich-Keil will be made in accordance with article 7.6.2 of the Company’ articles of association.

 

1


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Heidelberg, Germany, May 20, 2021.

 

AFFIMED N.V.
By:  

/s/Adi Hoess

Name: Adi Hoess
Title: Chief Executive Officer
By:  

/s/ Angus Smith

Name: Angus Smith
Title: Chief Financial Officer

 

2


EXHIBIT INDEX

 

Exhibit

  

Description of Exhibit

99.1    Press Release dated May 20, 2021
99.2    Invitation convening the annual general meeting of shareholders
99.3    English language translation of notice convening the annual general meeting of shareholders
99.4    Agenda including explanation
99.5    Powers of attorney

 

3

EX-99.1

Exhibit 99.1

 

LOGO

PRESS RELEASE

Affimed Announces Virtual Annual General Meeting of Shareholders

Heidelberg, Germany, May 20, 2021  Affimed N.V. (Nasdaq: AFMD), a clinical-stage immuno-oncology company committed to giving patients back their innate ability to fight cancer, announced today that its 2021 Annual General Meeting of Shareholders (the “Annual Meeting”) will be held on June 15, 2021 at 17:30 PM CET (11:30 AM EDT). Due to the continuing COVID-19 pandemic and out of concern for the health and safety of shareholders and other attendees, the Annual Meeting will be held virtually and can be followed by visiting www.virtualshareholdermeeting.com/AFMD2021, in accordance with the instructions provided in the notice of the meeting. Shareholders will not be able to attend the Annual Meeting in person.

The notice and agenda of the Annual Meeting are available on Affimed’s website at https://www.affimed.com/investors/ under “Annual Meeting”, as well as the SEC’s website at www.sec.gov.

About Affimed N.V.

Affimed (Nasdaq: AFMD) is a clinical-stage immuno-oncology company committed to giving patients back their innate ability to fight cancer by actualizing the untapped potential of the innate immune system. The company’s proprietary ROCK® platform enables a tumor-targeted approach to recognize and kill a range of hematologic and solid tumors, enabling a broad pipeline of wholly-owned and partnered single agent and combination therapy programs. The ROCK platform predictably generates customized innate cell engager (ICE®) molecules, which use patients’ immune cells to destroy tumor cells. This innovative approach enabled Affimed to become the first company with a clinical-stage ICE®. Headquartered in Heidelberg, Germany, with offices in New York, New York, Affimed is led by an experienced team of biotechnology and pharmaceutical leaders united by a bold vision to stop cancer from ever derailing patients’ lives. For more about the company’s people, pipeline and partners, please visit: www.affimed.com.

Investor Relations Contact

Alexander Fudukidis

Head of Investor Relations

a.fudukidis@affimed.com

Tel.: +1 (917) 436-8102

EX-99.2

Exhibit 99.2

 

LOGO

Invitation

Annual General Meeting of Shareholders

Affimed N.V

Heidelberg, May 20, 2021

Dear Shareholder,

On behalf of Affimed N.V. (the “Company”), I invite you to attend the Annual General Meeting of Shareholders to be held virtually on Tuesday June 15, 2021 at 17:30 hrs. CET (the “AGM”).

The business to be conducted at this AGM is set out in the AGM agenda (the “Agenda’’), together with the explanatory notes to the Agenda. You can find the Agenda, other related documents and further information regarding voting by proxy on our website at https://www.affimed.com/investors/. These documents are also available for inspection and can be obtained free of charge at the offices of the Company.

COVID-19 pandemic

In view of the current status of the COVID-19 pandemic, we have decided that the AGM will be held entirely virtual, as permitted under the Dutch emergency bill “Temporary Measures in the Field of the Ministry of Justice and Security in connection with the Outbreak of COVID 19”. There will therefore be no in-person attendance at the AGM.

We are facilitating the AGM virtually in order to help protect everyone’s health and safety, while also ensuring your voice is heard.

In summary, the following will apply for this AGM:

 

   

Shareholders will not be able to physically attend the AGM.

 

   

Shareholders can exercise their voting rights by written proxy in accordance with the procedure as described below.

 

   

Shareholders can follow the AGM via a webcast, which will be live and available in full for the shareholders who have a control number, as described below.

 

   

Shareholders entitled to vote can submit questions about the Agenda upfront, as described below.

 

   

Shareholders who have a control number may ask questions during the AGM by visiting www.virtualshareholdermeeting.com/AFMD2021, as further described below.


Record Date

The record date, which is the date for the determination of the shareholders entitled to vote at the AGM, is May 18, 2021 (the “Record Date”), which is the 28th day prior to the date of the AGM. Each ordinary share entitles its holder to one vote at the AGM.

Webcast / virtual attendance

The AGM can be followed by visiting www.virtualshareholdermeeting.com/AFMD2021. To participate in the AGM, you will need the 16-digit control number included on your notice, on your proxy card or on the instructions that accompanied your proxy materials.

Shareholders will not be able to attend the AGM in person.

Shareholders of Record

A shareholder whose ownership is registered directly in the Company’s shareholder register on the Record Date (such a shareholder, a “Shareholder of Record”) and who wishes to be represented by a proxy must submit a signed proxy to the Company prior to June 11, 2021, 18:00 hrs. CET, to the following contact person via fax or email. A Shareholder of Record will receive a confirmation of receipt of proxy from the Company.

Affimed N.V., Im Neuenheimer Feld 582, 69120 Heidelberg, Germany

Attn: Susanne Spieler

Fax number: +49 6221 6743 649

Email: s.spieler@affimed.com

Beneficial Owners

A shareholder holding its shares in an account at a bank, a financial institution, an account holder or other financial intermediary (such a shareholder, a “Beneficial Owner”) on the Record Date, must also have its financial intermediary or its agent with whom the shares are on deposit issue a proxy to it which confirms it is authorized to (virtually) attend the AGM.

How to vote

A Shareholder of Record as of the record date may have its ordinary shares voted by submitting a proxy.

A Beneficial Owner can vote his, her or its shares by following the procedures specified on his, her or its broker’s voting instruction form. Shortly before the AGM, the brokers will tabulate the votes they have received and submit one or more proxy cards to the Company reflecting the aggregate votes of the Beneficial Owners.

Questions

Shareholders entitled to vote may submit questions about the Agenda upfront via s.spieler@affimed.com until Saturday June 12, 2021, 17:30 hrs. CET. The Company may bundle questions.

Shareholders who have received a control number may ask questions during the AGM by visiting the live webcast at www.virtualshareholdermeeting.com/AFMD2021 and following the applicable instructions.


For further information, please contact Susanne Spieler, at Affimed N.V., Im Neuenheimer Feld 582, 69120 Heidelberg, Germany, fax number: +49 6221 6743 649, or via email s.spieler@affimed.com.

Yours sincerely,

On behalf of the Management Board,

A. Hoess

Chief Executive Officer

EX-99.3

Exhibit 99.3

Newspaper advertisement convocation AGM 2021

“Shareholders of Affimed N.V. are invited to attend the annual general meeting which will be held on June 15, 2021 at 17:30 hrs. CET. In view of the current COVID-19 measures, the meeting will be held entirely virtual. The record date for the meeting is May 18, 2021. The agenda with explanatory notes and the procedure for following the meeting virtually and exercising voting rights by written proxy are available for inspection at the office of the company: Im Neuenheimer Feld 582, D-69120 Heidelberg, Germany and at https://www.affimed.com/investors/. The agenda includes, amongst others, binding nominations for the (re)appointment of Ms. Denise Mueller as managing director and Dr. Ulrich Grau, Dr. Mathieu Simon and Mrs. Uta Kemmerich-Keil as supervisory directors.’’

EX-99.4

Exhibit 99.4

ANNUAL GENERAL MEETING OF SHAREHOLDERS AFFIMED N.V.

to be held on Tuesday, 15 June 2021 at 17:30 hrs. (CET)

 

 

 

Agenda

1.  Opening

   Non-Voting

2.  Report by the Management Board for the financial year 2020

   Non-Voting

3.  Adoption of the Statutory Annual Accounts for the financial year 2020

   Voting item

4.  Discharge of the managing directors for their management during the financial year 2020

   Voting item

5.  Discharge of the supervisory directors for their supervision during the financial year 2020

   Voting item

6.  Appointment of Ms. Denise Mueller to the Management Board

   Voting item

7.  Appointment members of the Supervisory Board

  

a.   Reappointment of Dr. Ulrich Grau as a supervisory director

   Voting item

b.  Reappointment of Dr. Mathieu Simon as a supervisory director

   Voting item

c.   Appointment of Mrs. Uta Kemmerich-Keil as a supervisory director

   Voting item

8.  Appointment of the auditor for the financial year 2021

   Voting item

9.  Authorization to acquire shares

   Voting item

10.  Any other business

   Non-Voting

11.  Closing

   Non-Voting


Explanatory Notes to the Agenda

 

1

Opening

 

2

Report by the Management Board for the financial year 2020

This agenda item includes an account of the Company’s business and financial situation during the financial year 2020.

 

3

Adoption of the Statutory Annual Accounts for the financial year 2020

The Company has prepared its financial statements in accordance with Dutch law and International Financial Reporting Standards (“IFRS”) (the “Statutory Annual Accounts”).

The Company follows IFRS for internal and external reporting purposes; it is the Company’s primary accounting standard. The Statutory Annual Accounts are the annual accounts that are being submitted to the general meeting for adoption. KPMG N.V. has audited the Statutory Annual Accounts.

It is proposed to adopt the Statutory Annual Accounts for the financial year 2020.

The Statutory Annual Accounts as prepared in accordance with Dutch law together with the KPMG auditor’s report, will be published on the Company’s website and will be made available at the offices of the Company.

 

4

Discharge of the managing directors for their management during the financial year 2020

It is proposed to discharge any managing director in office during the financial year 2020 from liability in respect of the performance of their management duties during the financial year 2020.

 

5

Discharge of the supervisory directors for their supervision during the financial year 2020

It is proposed to discharge any supervisory director in office during the financial year 2020 from liability in respect of the performance of their supervision duties during the financial year 2020.


6

Appointment of Ms. Denise Mueller to the Management Board

The Supervisory Board resolved that it wishes to expand the number of members of the Management Board to six members to create a strong and broad executive leadership team that is best suited to drive Affimed’s business forward.

In view thereof, Ms. Denise Mueller is proposed for appointment as a member of the Management Board for a term of three years with effect as from 15 June 2021, ending at the end of the annual general meeting of the Company to be held in 2024 (the “2024 AGM”). In accordance with the articles of association of the Company, the Supervisory Board has made a binding nomination for the appointment of Ms. Mueller.

Subject to her appointment at this annual general meeting (the “2021 AGM”), Ms. Mueller will be designated as Chief Business Officer. Given Ms. Mueller’s experience and track record in global marketing, product launches and business development, the Supervisory Board is of the opinion that Affimed will benefit from Ms. Mueller’s membership on the Management Board.

Ms. Mueller was born in Schenectady, New York, United States of America, on 24 January 1969, (American nationality). Ms. Mueller has broad experience in commercial strategy and business development. She has held leadership roles in U.S. and global marketing including launch of new products and line extensions in-line and globally. Ms. Mueller has also held the position of Disease Area Lead for multiple therapeutic areas where she was responsible for disease area strategy, indication strategy for multiple assets, early commercial development and market shaping. In addition to broad and extensive commercial experience, Ms. Mueller led and managed two of Pfizer’s largest alliances and was the business development lead for Pfizer’s rare disease business unit. Prior to joining pharmaceuticals, Ms. Mueller worked in hospital management running Emergency Medicine, Critical Care, in-house Pediatrics and hospitalist programs. Ms. Mueller holds a B.A. in Mathematics from Virginia Polytechnic and State University.

The remuneration of Ms. Mueller will be determined in line with the remuneration policy as applicable to the members of the Management Board. Below is an overview of the most important elements of Ms. Mueller’s employment agreement with Affimed Inc., a subsidiary of the Company, including the remuneration package for Ms. Mueller.

 

Fixed Annual Salary:    USD 400,000 (EUR 333,333) gross
Variable compensation (cash bonus):    Target of 40% of the fixed annual salary
Pension and other benefits:    (i) USD 44,204 (EUR 36,837) gross (to be used for pension plans, retirement insurance etc.) and (ii) Consolidated Omnibus Budget Reconciliation Act (COBRA) health benefits for a period of 12 months


Long-term equity incentive:    Participation in Affimed’s equity incentive award plan
Severance:    75% of the fixed annual salary and variable compensation
Change of control payment:    Upon termination following a change of control, 125% of the fixed annual salary and variable compensation, increased with prorated target bonus for the year of termination

 

7

Appointment members of the Supervisory Board

As per the close of the 2021 AGM, the term of Dr. Ulrich Grau and Dr. Mathieu Simon as supervisory directors of the Company will end. Dr. Grau and Dr. Simon have indicated that they are available for reappointment. As members of the nominating and corporate governance committee, Dr. Grau and Dr. Simon did not participate in the decision-making of the committee with respect to their own respective nomination.

Mr. Verdonck, whose term of appointment would expire at the end of the annual general meeting of the Company to be held in 2023, has indicated that he will step down as a supervisory director prior to the 2021 AGM, on June 14, 2021. To fill the resulting vacancy, the Supervisory Board has nominated Mrs. Uta Kemmerich-Keil for appointment as member of the Supervisory Board.

In accordance with the articles of association of the Company, the Supervisory Board has made binding nominations regarding the (re)appointment of each of these persons as a member of the Supervisory Board for a term of three years with effect as from 15 June 2021, ending at the end of the 2024 AGM.

Diversity

In line with the Company’s diversity policy, in order to increase gender diversity, in the process of recruiting new Supervisory Board and Management Board candidates, the Company has paid close attention to gender diversity, as is demonstrated by the nominations of Ms. Denise Mueller as a managing director and Mrs. Uta Kemmerich-Keil as a supervisory director. The Company intends to further increase gender diversity at future Management and Supervisory Board nominations.

Independence

For Affimed it is important that the Supervisory Board members are able to operate independently and critically vis-à-vis one another and the Company. The Supervisory Board has paid close attention to applicable independence criteria and guidelines for Supervisory Board members, both under the Dutch Corporate Governance Code (the “DCGC’’) and the Nasdaq listing rules. Under the DCGC and the Nasdaq listing rules, Dr. Grau, Dr. Simon and Mrs. Uta Kemmerich-Keil are all considered independent.


  a.

Reappointment of Dr. Ulrich Grau as a supervisory director

The Supervisory Board has carefully considered the reappointment of Dr. Grau and determined, on the recommendation of the nominating and corporate governance committee, to nominate Dr. Grau for reappointment as a supervisory director for a term of three years with effect as from 15 June 2021, ending at the end of the 2024 AGM. Given Dr. Grau’s experience and valuable contribution to the Company, the Supervisory Board is of the opinion that Affimed will continue to benefit from Dr. Grau’s membership on the Supervisory Board.

Dr. Grau has always shown great commitment to Affimed, as is evidenced inter alia by the fact that during the financial years 2018 up to and including 2020, Dr. Grau attended 96% of the (i) Supervisory Board, (ii) compensation committee and (iii) nomination and corporate governance committee meetings (24 meetings in total). At his re-appointment in 2018, Dr. Grau received a 98,8% majority of votes cast.

Dr. Grau was born in Stuttgart, Germany on 23 December 1948 (German and US nationality). Dr. Grau has been a member of our supervisory board since July 2015. Prior to that, he served as an advisor to the management board of our German operating subsidiary beginning in May 2013. He has over 30 years of experience in the biotechnology and pharmaceutical industries including in general management, business development, corporate strategy and the development of new products and technologies. Dr. Grau was Chief Operating Officer at Micromet from 2011 to 2012. Between 2006 and 2010, Dr. Grau was a founder, President and CEO of Lux Biosciences, Inc., a clinical stage ophthalmic company. Previously, Dr. Grau served as President of Research and Development at BASF Pharma/Knoll where he directed a global R&D organization with a development pipeline which included Humira. The majority of his career was at Aventis Pharma (now Sanofi), where he last held the position of Senior Vice President of global late stage development. Sanofi’s product Lantus for the treatment of type 2 and type 1 diabetes is based on his inventions made during his early years as a scientist with Hoechst AG. Dr. Grau received his Ph.D. in chemistry and biochemistry from the University of Stuttgart and spent three years as a post-doctoral fellow at Purdue University in the field of protein crystallography.

Dr. Grau does not hold any shares in the capital of the Company.

 

  b.

Reappointment of Dr. Mathieu Simon as a supervisory director

The Supervisory Board has carefully considered the reappointment of Dr. Simon and determined, on the recommendation of the nominating and corporate governance committee, to nominate Dr. Simon for reappointment as a supervisory director for a term of three years with effect as from 15 June 2021, ending at the end of the 2024 AGM. Given Dr. Simon’s experience and valuable contribution to the Company, the Supervisory Board is of the opinion that Affimed will continue to benefit from Dr. Simon’s membership on the Supervisory Board.


Dr. Simon has always shown great commitment to Affimed, as is evidenced inter alia by the fact that during the financial years 2018 up to and including 2020, Dr. Simon attended 100% of the (i) Supervisory Board and (ii) nomination and corporate governance committee meetings (19 meetings in total). At his appointment in 2018, Dr. Simon received a 99,2% majority of votes cast.

Dr. Simon was born in Ann Arbor, Michigan, United States of America on 6 May 1956 (French and US nationality). Dr. Simon has been a member of our supervisory board since 2018. He also serves as Senior Strategic Advisor at Messier & Partners (Mediobanca) an M&A advisory bank located in Paris, Milan and New York. He is chairman of the board of directors at Idorsia Pharmaceuticals (Switzerland), Epsilen Bio (Italy) and at Aileens Pharma (Italy). Dr. Simon has served as Cellectis’ Executive Vice-President since 2012 and as Chief Operating Officer since 2013. Dr. Simon also served as Chief Executive Officer of Cellectis Therapeutics. He has been instrumental to the development of Cellectis and its CAR Allogenic T-Cell platform. He also served as Chief Executive Officer of Ectycell in 2012. He served as Chairman of the Board of Cellartis AB until 2014 before its acquisition by Takara Bio. Prior to joining Cellectis, Dr. Simon was Managing Director, Head of Global Pharma at Pierre Fabre SA, the third largest French Pharma Company. Beginning in 1994, he served at Wyeth Pharmaceuticals in both general management roles (President Managing Director of Wyeth Spa) and senior corporate role in Philadelphia, United States (SVP / Head of International Marketing and Medical Affairs).

Dr. Simon does not hold any shares in the capital of the Company.

 

  c.

Appointment of Mrs. Uta Kemmerich-Keil as a supervisory director

The Supervisory Board has carefully considered the appointment of Mrs. Uta Kemmerich-Keil and determined, on the recommendation of the nominating and corporate governance committee, to nominate Mrs. Kemmerich-Keil for appointment as a supervisory director. Mrs. Kemmerich-Keil brings senior executive, finance and M&A expertise into Affimed, which is very meaningful for Affimed.

Mrs. Kemmerich-Keil was born in Attendorn, Germany on 27 December 1966 (German nationality). Mrs. Kemmerich-Keil has over 20 years of executive experience in the pharmaceutical and chemical industry. Most recently she headed up the Personal Healthcare International business of P&G and has over 19 years of experience from Merck KGaA, where she served, inter alia, as CEO of the global OTC- and global Allergy business, EVP Finance, Investor Relations and M&A. Mrs. Kemmerich-Keil is a board member of several public and privately held companies like Schott AG, Gothaer Versicherung AG and Röchling S.E. She is a Board Member and member of the Audit Committee of Karo Pharma AB (listed OMX Stockholm). She holds a M.Sc. (Economics) and a M.A (Roman Philology) from Freiburg University and a Licence from Nouvelle Sorbonne, Paris.


Mrs. Kemmerich-Keil does not hold any shares in the capital of the Company.

 

8

Appointment of the auditor for the financial year 2021

It is proposed to appoint KPMG N.V. as auditor of the annual accounts of the Company for the financial year ending 31 December 2021.

 

9

Authorization to acquire shares

On 4 August 2020, with effect as of that date, the Management Board was authorized by the general meeting to acquire shares in the Company’s own share capital for a period of eighteen months. The general meeting is requested to renew this authorization for a period of eighteen months, being the maximum term permitted by Dutch law.

The purpose of the proposal is to create flexibility to return capital to the shareholders. Furthermore, the authorization can be used to acquire common shares to cover the Company’s obligations related to share-based remuneration. Repurchased common shares may also be used to cover other obligations of the Company to deliver common shares.

It is proposed to authorize the Management Board, subject to approval by the Supervisory Board, for a period of 18 months, with effect from 15 June 2021, to acquire common shares, on NASDAQ or otherwise, at a price between the nominal value and a price equal to 110% of the market price of the common shares on NASDAQ; the market price being the average of the closing prices on the five trading days prior to the date of the acquisition.

The number of common shares the Company may acquire and hold will not exceed 10% of the issued share capital as of 15 June 2021. In case of repurchase for capital reduction purposes, the number of common shares that the Company may acquire and hold will be increased by an additional 10% of such issued share capital. The higher maximum number of common shares that may be acquired and held is intended to allow the Management Board to execute such share repurchase programs in an efficient and expedited manner.

 

10

Any other business

 

11

Closing

***

EX-99.5

Exhibit 99.5

POWER OF ATTORNEY

AGM AFFIMED N.V.

JUNE 15, 2021

(FOR LEGAL ENTITY)

[insert full name], a legal entity organized and existing under the laws of [insert country], with its seat in [insert name city], having its offices in [insert address] (the “Grantor”) herewith grants a power of attorney to (please check the box that is applicable):

 

                                                                       (possibility to include name of an authorized person)

 

each of Michael Wolf and Susanne Spieler, both retained by the Company (as defined below)

(each a “Company Attorney”),

(the “Attorney”), to represent the Grantor, as shareholder of Affimed N.V., a limited liability company (naamloze vennootschap) organized and existing under the laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands, with address at Im Neuenheimer Feld 582, D-69120 Heidelberg, Germany, registered with the Trade Register of the Chamber of Commerce under file number 60673389 (the “Company”) at the Annual General Meeting of Shareholders of the Company to be held on June 15, 2021, at 17:30 hrs. CET, which meeting will be held entirely virtual (the “General Meeting”), and (i) to exercise in the name of the Grantor at the General Meeting any and all voting rights attached to the shares in the capital of the Company which were held by the Grantor at the record date of the General Meeting (May 18, 2021) and (ii) to vote all shares held at the record date in favor of the proposals as stated in the agenda for the General Meeting unless stated otherwise below:


Agenda item 3     Adoption of the Statutory Annual Accounts for the financial year 2020

 

# Shares    For    # Shares    Against    # Shares    Abstain
              

Agenda item 4     Discharge of the managing directors for their management during the financial year 2020

 

# Shares    For    # Shares    Against    # Shares    Abstain
              

Agenda item 5     Discharge of the supervisory directors for their supervision during the financial year 2020

 

# Shares    For    # Shares    Against    # Shares    Abstain
              

Agenda item 6     Appointment of Ms. Denise Mueller to the Management Board

 

# Shares    For    # Shares    Against    # Shares    Abstain
              

Agenda item 7 a.     Reappointment of Dr. Ulrich Grau as a supervisory director

 

# Shares    For    # Shares    Against    # Shares    Abstain
              

Agenda item 7 b.     Reappointment of Dr. Mathieu Simon as a supervisory director

 

# Shares    For    # Shares    Against    # Shares    Abstain
              


Agenda item 7 c.     Appointment of Mrs. Uta Kemmerich-Keil as a supervisory director

 

# Shares    For    # Shares    Against    # Shares    Abstain
              

Agenda item 8     Appointment of the auditor for the financial year 2021

 

# Shares    For    # Shares    Against    # Shares    Abstain
              

Agenda item 9     Authorization to acquire shares

 

# Shares    For    # Shares    Against    # Shares    Abstain
              

 


Each Company Attorney, if authorized pursuant to this power of attorney, may grant a power of attorney to another person employed by the Company to perform, directly or indirectly, acts in Grantor’s name within the limits of this power of attorney. The other person shall (also) be an Attorney for the purposes of this power of attorney.

The Grantor undertakes to ratify or confirm anything which the Attorney shall do or lawfully purport to do by virtue of this instrument, and shall indemnify the Attorney and keep the Attorney indemnified against and shall reimburse the Attorney for any costs, losses, suits, claims, demands, obligations, liabilities and damages which he may suffer or incur arising out of the exercise of his powers pursuant to this instrument.

Finally, the undersigned hereby represents and warrants to have full power and authority to execute this instrument on behalf of the Grantor, and that pursuant to this instrument the Attorney can validly represent the Grantor.

This power of attorney shall be governed by the laws of the Netherlands.

- Signature page follows -


Signed in                                          on                                         , 2021.

 

                                     

Please fax or email a copy to:

Affimed N.V.

Attn. Susanne Spieler

faxnumber: +49 6221 6743 649

email: s.spieler@affimed.com

Please mail the original power of attorney to:

Affimed N.V.

Attn. Susanne Spieler

Im Neuenheimer Feld 582

69120 Heidelberg, Germany


POWER OF ATTORNEY

AGM AFFIMED N.V.

JUNE 15, 2021

(FOR NATURAL PERSON)

[insert full name], having its address at [insert address + country] (the “Grantor”) herewith grants a power of attorney to (please check the box that is applicable):

 

                                                      (possibility to include name of an authorized person)

 

each of Michael Wolf and Susanne Spieler, both retained by the Company (as defined below)

(each a “Company Attorney”),

(the “Attorney”), to represent the Grantor, as shareholder of Affimed N.V., a limited liability company (naamloze vennootschap) organized and existing under the laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands, with address at Im Neuenheimer Feld 582, D-69120 Heidelberg, Germany, registered with the Trade Register of the Chamber of Commerce under file number 60673389 (the “Company”) at the Annual General Meeting of Shareholders of the Company to be held on June 15, 2021, at 17:30 hrs. CET, which meeting will be held entirely virtual (the “General Meeting”), and (i) to exercise in the name of the Grantor at the General Meeting any and all voting rights attached to the shares in the capital of the Company which were held by the Grantor at the record date of the General Meeting (May 18, 2021) and (ii) to vote all shares held at the record date in favor of the proposals as stated in the agenda for the General Meeting unless stated otherwise below:


Agenda item 3     Adoption of the Statutory Annual Accounts for the financial year 2020

 

# Shares    For    # Shares    Against    # Shares    Abstain
              

Agenda item 4     Discharge of the managing directors for their management during the financial year 2020

 

# Shares    For    # Shares    Against    # Shares    Abstain
              

Agenda item 5     Discharge of the supervisory directors for their supervision during the financial year 2020

 

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Agenda item 6     Appointment of Ms. Denise Mueller to the Management Board

 

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Agenda item 7 a.     Reappointment of Dr. Ulrich Grau as a supervisory director

 

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Agenda item 7 b.     Reappointment of Dr. Mathieu Simon as a supervisory director

 

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Agenda item 7 c.     Appointment of Mrs. Uta Kemmerich-Keil as a supervisory director

 

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Agenda item 8     Appointment of the auditor for the financial year 2021

 

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Agenda item 9     Authorization to acquire shares

 

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Each Company Attorney, if authorized pursuant to this power of attorney, may grant a power of attorney to another person employed by the Company to perform, directly or indirectly, acts in Grantor’s name within the limits of this power of attorney. The other person shall (also) be an Attorney for the purposes of this power of attorney.

The Grantor undertakes to ratify or confirm anything which the Attorney shall do or lawfully purport to do by virtue of this instrument, and shall indemnify the Attorney and keep the Attorney indemnified against and shall reimburse the Attorney for any costs, losses, suits, claims, demands, obligations, liabilities and damages which he may suffer or incur arising out of the exercise of his powers pursuant to this instrument.

Finally, the undersigned hereby represents and warrants to have full power and authority to execute this instrument on behalf of the Grantor, and that pursuant to this instrument the Attorney can validly represent the Grantor.

This power of attorney shall be governed by the laws of the Netherlands.

- Signature page follows -


Signed in                                          on                                         , 2021.

 

                                     

Please fax or email a copy to:

Affimed N.V.

Attn. Susanne Spieler

faxnumber: +49 6221 6743 649

email: s.spieler@affimed.com

Please mail the original power of attorney to:

Affimed N.V.

Attn. Susanne Spieler

Im Neuenheimer Feld 582

69120 Heidelberg, Germany