English Convenience Translation -

the German language document is decisive

Annual General Meeting 2024 of

BioNTech SE, Mainz

Documents relating to agenda item 12

(Amendment of authorisations to issue share options)

English Convenience Translation -

the German language document is decisive

  • Resolution of the Annual General Meeting of the company on 18 August 2017 on agenda item 5 a) to c) (as an excerpt from the notarized minutes of the Annual General Meeting)
  • Resolution of the Annual General Meeting of the company on 19 August 2019 on agenda item 6 a) to c) (as an excerpt from the notarized minutes of the Annual General Meeting)
  • Resolution of the Annual General Meeting of the company on 26 June 2020 on agenda item 5 (as an excerpt from the notarized minutes of the Annual General Meeting)
  • Resolution of the Annual General Meeting of the company on 22 June 2021 on agenda item 6 and agenda item 7 lit. a) to lit. f) (as an excerpt from the notarised minutes of the Annual General Meeting)

English Convenience Translation -

the German language document is decisive

Resolution of the Annual General Meeting of the company on 18 August 2017 on agenda item 5 lit. a) to lit. c) (as an excerpt from the notarized minutes of the Annual General Meeting)

English Convenience Translation -

the German language document is decisive

URNr. * 1 O G / 2017

Dr G

Minutes o f the Extraordinary General Meeting of BioNTech AG

with headquarters in Mainz

Today, the eighteenth day of August, two thousand and seventeen

- 18.08.2017 -

I took,

Dr Tilman G ö t t e

Notary in Munich

with its registered office at 80333 Munich, Maximiliansplatz 12, to attend the Extraordinary General Meeting of Shareholders of the Company

BioNTech AG

with headquarters in Mainz - AG Mainz, HRB no. 41865 -

part.

I am issuing this report on the negotiations and resolutions

N o t e :

[...]

1. From the Supervisory Board of the company: none

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5. Resolution on the authorization to issue share options to members of the Management Board and employees of the Company, creation of a Conditional Capital 2017 and amendment of the Articles of Association

The Executive Board and the Supervisory Board propose that the following

resolution be adopted:

  1. Authorization to issue share options as part of the 2017 share option programme
    The Executive Board (or, in the case of the issue of share options to members of the Executive Board of the Company, the Supervisory Board) is authorized, with the approval of the Supervisory Board, to issue share options to members of the Company's Executive Board, members of the management of affiliated companies and employees of the company and affiliated companies (who are not members of the Executive Board of the Company). (hereinafter referred to as "beneficiaries") on one or more occasions until 12 July 2021, which entitle them to subscribe to up to 18,166 new no-par value registered shares of the Company with a notional value of € 1.00 in accordance with the terms and conditions of the options (hereinafter referred to as "employee options"). When the capital increase from company funds in accordance with the above agenda item 3 or any other capital increase from company funds becomes effective after the entry in the commercial register of the amendment to the Articles of Association regarding conditional capital to be resolved in accordance with lit c) of this resolution, the number of shares to which the option rights may entitle their holders shall increase in the same proportion as the share capital.

The shareholders' statutory subscription right is excluded. The employee options are to be offered to the entitled persons for the implementation of the employee participation programme of the Company.

i. Group of entitled persons, allocation to members of the management and employees

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Up to 30 % of the maximum number of employee options shall be granted to members of the company's Executive Board, and up to 1o % of this maximum number shall be granted to members of the Supervisory Board.

of the management of affiliated companies, insofar as these are not identical with members of the Executive Board, and up to 60 % of the maximum number to the employees of the company and any affiliated companies. The group of beneficiaries and the scope of the right to acquire employee options shall be determined by the Executive Board with the consent of the Supervisory Board and, insofar as members of the Executive Board of the Company are concerned, by the Supervisory Board.

ii. Subscription right, conditional capital

Each employee option entitles the holder to subscribe to one new registered share of the Company with a notional value of € 1.00. The new shares will be made available from the Conditional Capital 2017 to be resolved by the Annual General Meeting on 18 August 2017 in accordance with a new Article 4 paragraph 8 of the Articles of Association of the Company to be inserted by this resolution. The option conditions may provide that the Company may grant the beneficiaries treasury shares or a cash payment instead of new shares from conditional capital to service the employee options. If the beneficiaries are members of the Executive Board of the Company, the Supervisory Board alone shall decide on this. The cash payment results from the difference between the exercise price and the exercise price. The "exercise price" is the closing price of the Company's share on the last trading day before the day of exercise of the

employee options ("exercise day"). exercise date") in the trading system with the highest total trading volume on the last ten trading days prior to the exercise date ("primary exchange").

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  • Output window

Until the IPO (paragraph v), employee options may be issued at any time. After the IPO, the issue may only take place within a period of four weeks after the publication of a quarterly or semi-annual report or an interim report of the Company as well as within a period of four weeks after the publication of the annual financial statements and within a period of four weeks after the Annual General Meeting of the Company ("issue window"). The provisions of Regulation (EU) No. 596/2014 on market abuse remain unaffected.

iv. Exercise price

For employee options issued up to the IPO, the exercise price per share to be paid upon exercise of employee options shall be the average issue amount to be paid within the scope of the relevant financing rounds, including additional payments to which the subscribers commit themselves beyond the share premium (also vis-à-vis shareholders). The "relevant financing rounds" shall be the capital increases last subscribed for prior to the date of the resolution of the Executive Board (in the case of the issue of employee options to the Executive Board: of the Supervisory Board) on the issue of the employee options ("issue date"), and, if applicable, several capital increases in such a way that the total shares subscribed for within the scope of these capital increases amount to at least three per cent of the share capital existing at the beginning of the issue date.

For employee options issued after the IPO, the exercise price per share to be paid upon exercise of employee options - without prejudice to Section 9

(1) AktG - is the share price at the time of issue.

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The "Price at issue" is the arithmetic mean of the closing prices of the company's shares on the primary stock exchange on the last ten trading days before the issue date. For employee options issued in the period from four weeks before to four weeks after the IPO, the exercise price may be set differently (e.g. in the amount of the offer price as part of the public offer).

V. Performance targets

The share options can only be exercised if and to the extent that the following performance targets have both been met; for employee options issued after the IPO, only the following hurdle of share price performance must be met:

The first performance target (IPO hurdle) is achieved when shares of the Company are offered to the public for subscription or sale in such a form that a securities prospectus subject to official approval had to be published, and in this context are admitted to trading on a domestic or foreign stock exchange ("IPO").

The second performance target (price performance hurdle) is achieved if, upon exercise of the employee options, the average closing price of the Company's share on the primary stock exchange on the last ten trading days before the exercise date exceeds the exercise price by at least 32%; the aforementioned percentage increases by eight percentage points from the fifth and each subsequent anniversary of the issue date.

VÏ. Limitation option (cap)

For employee options granted to members of the Company's Management Board, the Supervisory

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Board must provide a cap for extraordinary developments.

Vİİ. AdaptationforCapital measures/protection against dilution

Notwithstanding Section 9 para. 1 AktG, the exercise price may be adjusted on the basis of an anti-dilution clause as determined in more detail by the Executive Board of the Company with the consent of the Supervisory Board (in the case of the issue of employee options to the Executive Board: as determined in more detail by the Supervisory Board) if the Company increases or reduces its capital or changes the division of its share capital until the subscription right is exercised. In the event of such an adjustment, the purpose is to ensure that a proportionally equivalent exercise price is to be paid for the new shares of the Company even after the implementation of such measures and the associated effects on the stock exchange price.

Vİİİ. Vesting

Questions regarding the forfeiture of employee options upon termination of the service or employment relationship and the (possibly staggered) vesting of employee options after the expiry of certain waiting periods are regulated by the Executive Board with the consent of the Supervisory Board and, insofar as members of the Executive Board of the company are concerned, by the Supervisory Board. Special arrangements may be made for special cases of retirement of beneficiaries, in particular for retirement due to a reduction in earning capacity or termination for operational reasons or due to a change of control, as well as for the retirement of operations or parts of operations from the company. The employee options can in any case no longer be exercised if the service or employment relationship

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has ended for an important reason set by the entitled person.

  1. Waiting period and exercise periods as well as minimum holding period for members of the Executive Board

The employee options can be exercised by the beneficiaries for the first time four years after the date of allocation ("waiting period").

The employee options may - after expiry of the waiting period and subject to the provisions of insider law - only be exercised following the Annual General Meeting or the publication of the annual financial statements, the half-yearly report or the respective last quarterly report or the respective last interim report of the Company, and only within a period of four weeks after the Annual General Meeting or the respective publication.

x. Transferability

Except in the case of inheritance, the employee options cannot be sold, transferred, pledged or otherwise economically realised. The conclusion of offsetting transactions that represent an economic realisation prior to the exercise of the employee options leads to their forfeiture, even if they have become vested.

In the event of the death of a beneficiary, unvested employee options may be exercised within twelve months after the expiry of the waiting periods; otherwise, these subscription rights shall also lapse without compensation. Several heirs and/or legatees may only exercise the subscription rights jointly or through a joint proxy. The authorisation must be in writing to be effective.

xi. Regulation of further details

Attachments

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BioNTech SE published this content on 03 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 May 2024 00:22:07 UTC.