Befreiender Konzernabschluss Zum Geschäftsjahr Vom 01.01.2021 Bis Zum 31.12.2021 - CureVac AGTübingen

CureVac AG

Tübingen

Befreiender Konzernabschluss zum Geschäftsjahr vom 01.01.2021 bis zum 31.12.2021

CureVac NV

Amsterdam/Niederlande

gem. § 291 HGB zum Geschäftsjahr vom 01.01.2021 bis zum 31.12.2021

Table of Contents

Dutch Statutory Board Report

1. Introduction

1.1 Preparation

1.2 Forward-Looking Statements

2. Company and business overview

2.1 History and development of the Company

2.2 Business overview

2.3 Organizational Structure

2.4 Property, Plant and Equipment

2.5 Material subsequent events

3. Financial Overview

3.1 Selected financial data

3.2 Operating results

4. Risk Management and Risk Factors

4.1 Risk management and control systems

4.2 In control statement

4.3 Risk factors

5. Corporate Governance

5.1 Dutch corporate governance code

5.2 Code of conduct and ethics and other corporate governance practices

5.3 Risk management and control systems

5.4 General meeting of shareholders

5.5 Management Board and Supervisory Board

5.6 Supervisory board

5.7 Evaluation

5.8 Committees

5.9 Diversity policy

5.10 Corporate values and code of conduct and ethics

6. Compensation report

6.1 Compensation policy

6.2 Compensation of managing directors

6.3 Compensation of supervisory directors

7. Related party transactions

8. Protective measures

Financial Statements 2021

9. Consolidated Financial Statement

10. Company Financial Statement

11. Other information

11.1 Independent Auditor's Report

11.2 Profit appropriation

11.3 Special rights of control under our articles

11.4 Non-voting shares and shares carrying limited economic entitlement...

11.5 Other establishments

Dutch Statutory Board Report

1. Introduction

In this report, unless otherwise indicated or the context otherwise requires, all references to "CureVac" or the "Company," "we," "our," "ours," "ourselves," "us" or similar terms refer to CureVac N.V. and, where appropriate, its subsidiaries, including CureVac AG.

We own or have rights to various trademarks and trade names, including CureVac® and the CureVac logo that we use in connection with the operation of our business. This report may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. We do not intend our use or display of other entities' trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entity. Solely for convenience, the trademarks, trade names and service marks in this report are referred to without the symbols ® and ™, or sm, but the omission of such references should not be construed as any indication that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable owner of these trademarks, service marks and trade names.

1.1 Preparation

This report has been prepared by CureVac's management and has been approved by CureVac's management board (the "management board") and CureVac's supervisory board (the "supervisory board") pursuant to Section 2:391 of the Dutch Civil Code ("DCC"). It also contains (i) CureVac's financial statements within the meaning of Section 2:361(1) DCC and (ii) to the extent applicable, the information to be added pursuant to Section 2:392 DCC. This report relates to the fiscal year ended December 31, 2021 and, unless explicitly stated otherwise, information presented in this annual report is as at December 31, 2021. The financial statements included in sections 9 and 10 of this report have been prepared in accordance with the International Financial Reporting Standards, as adopted by the European Commission ("EU IFRS") and Part 9 of Book 2 of the DCC. The report of CureVac's independent auditor, Ernst & Young Accountants LLP, is included in section 11. The Dutch Corporate Governance Code ("DCGC") recommends that the report includes separate reports from the management board and the supervisory board. The report does also include the information that is required to be included in a supervisory board report.

1.2 Forward-Looking Statements

This annual report contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this annual report can be identified by the use of forward- looking words such as "anticipate," "believe," "could," "expect," "should,""plan," "intend," "estimate" and "potential," or other similar expressions.

Forward-looking statements appear in a number of places in this annual report and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to of various factors, including, but not limited to, those identified under the section entitled "Risk Factors" in this annual report. These risks and uncertainties include factors relating to:

•	our ability to obtain funding for our operations necessary to complete further development and commercialization of our product candidates;
•	the initiation, timing, progress, results, and cost of our research and development programs and our current and future preclinical studies and clinical trials, including statements regarding the timing of initiation and completion of studies or trials and related preparatory work, the period during which the results of the trials will become available and our research and development programs;
•	the timing of and our ability to obtain and maintain regulatory approval for our product candidates;
•	the ability and willingness of our third-party collaborators to continue research and development activities relating to our product candidates and cost associated with cancellation of manufacture and supply agreements in the event of termination of our research and development programs;
•	the exercise by the Bill & Melinda Gates Foundation of withdrawal rights;
•	our and our collaborators' ability to obtain, maintain, defend and enforce our intellectual property protection for our proprietary and collaborative product candidates, and the scope of such protection;
•	the rate and degree of market acceptance of our products;
•	our ability to commercialize our product candidates, if approved;
•	our ability and the potential to successfully manufacture our drug substances and delivery vehicles for preclinical use, for clinical trials and on a larger scale for commercial use, if approved;
•	general economic, political, demographic and business conditions in the United States and Europe;
•	fluctuations in inflation and exchange rates in Europe;
•	our ability to implement our growth strategy;
•	our ability to compete and conduct our business in the future;
•	our ability to enroll patients for our clinical trials;
•	the availability of qualified personnel and the ability to retain such personnel;
•	regulatory developments and changes in the United States, Europe and countries outside of Europe including tax matters;
•	our ability to overcome the challenges posed by the COVID-19 pandemic to the conduct of our business;
•	other factors that may affect our financial condition, liquidity and results of operations; and
•	other risk factors discussed under "Section 4.3 Risk Factors"

You should read this annual report carefully with the understanding that our actual future results may be materially different from and worse than what we expect. If our forward-looking statements prove to be inaccurate, the inaccuracy may be material. Other sections of this Report include additional factors which could adversely impact our business and financial performance. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. Moreover, we operate in an evolving environment. Thus, new risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events or otherwise, except as required by law.

2. Company and business overview

2.1 History and development of the Company

On April 7, 2020, CureVac B.V. was incorporated under the laws of the Netherlands and became the holding company of CureVac AG in connection with our initial public offering on August 14, 2020, pursuant to the Corporate Reorganization. As part of the Corporate Reorganization, the legal form of CureVac B.V. was converted from a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) to a Dutch public company (naamloze vennootschap), and the articles of association of CureVac N.V. became effective. Following the Corporate Reorganization, CureVac N.V. became the holding company of CureVac AG and the...