Uniper : Countermotions of the Association of Ethical Shareholders Germany

This document prepared for the convenience of English-speaking readers is a translation of the German original. For purposes of interpretation, the German text shall be authoritative and final.

Countermotions of the Dachverband der Kritischen Aktionärinnen und Aktionäre to the Annual General Meeting of Uniper SE on May 15, 2024

Regarding agenda item 2: Ratification of the actions of the members of the Management Board of Uniper SE for the 2023 financial year

The Dachverband der Kritischen Aktionärinnen und Aktionäre proposes that the actions of the members of the Management Board not be approved.

Justification:

Uniper's Management Board continues to fail to adequately fulfill its responsibility to implement more effective climate protection measures.

Financial resources are not enough for a real energy transition

Uniper plans to invest eight billion euros in growth and transformation by 2030. These growth areas will also finance renewable energy generation and hydrogen. Uniper is still financially limited by the consequences of its self-inflicted former dependence on energy supplies from Russia and the general conditions. The planned investments are very tight and hardly allow a turnaround away from the strong dependence on fossil gas towards renewables. In 2023, Uniper still generated around 84 percent of its electricity from fossil fuels and nuclear power. And when it comes to renewables, "old" hydropower continues to predominate.

New construction of gas-fired power plants could further delay Uniper's energy transition

Uniper has announced that it is planning or examining the construction of new flexible gas- fired power plants. If these also come in part from the planned investments, this would make Uniper's energy transition away from gas and the goal of being climate-neutral in the electricity sector by 2035 even more difficult.

New gas-fired power plants will continue to make Uniper dependent on fossil gas in the long term. Uniper promises to either gradually convert the new gas-fired power plants to hydrogen or to use CCS technology (carbon capture and storage; storage of carbon dioxide underground) to capture the emissions from the fossil natural gas fuel. Uniper is also planning offsetting via certificates. However, all of these options entail major uncertainties and risks to Uniper's goal of making the European electricity generation business climate- neutral by 2035, at least for Scope 1 and 2. There are several reasons for this:

There are still many question marks surrounding the switch to green hydrogen, from the unresolved technical requirements to the availability of green hydrogen. It will probably be very expensive by 2035 and hardly available in sufficient quantities to be used economically as a fuel in large power plants.

The other two options look even worse. CCS remains a highly controversial technology that has not yet shown that it works economically on the necessary large scale. There are many question marks over whether it will be possible to store CO2 without leakage in the long term. The process is extremely inefficient for gas-fired power plants and has so far led to very low capture rates. Offsetting is not a solution; previous compensation models have proven to be almost useless in terms of saving CO2.

Own planning case not in line with the IEA's 1.5 degree scenario for demand for natural gas

As Uniper states in its annual report for 2023, the IEA's 1.5-degreenet-zero scenario assumes a much faster decline in demand for fossil fuels compared to Uniper's planning case, particularly in the demand for natural gas in the power generation sector. This raises the question as to whether Uniper is not making a fair calculation of its own business model, which is essentially based on gas, with its own planning case.

Datteln 4: Legal dispute hangs over forced sale

In the ongoing legal dispute surrounding Uniper's Datteln 4 coal-fired power plant, which is harmful to health, the environment and the climate, the Federal Administrative Court in Leipzig referred the case back to the Münster Higher Administrative Court for reconsideration at the beginning of December 2023. This means that all points of criticism are once again under scrutiny, such as the highly questionable choice of site, inadequate immission control and unresolved nature conservation issues. In accordance with the European Commission's requirements, Uniper must have sold the coal-fired power plant by the end of 2026.

Datteln 4 was only operating at half capacity in 2022, but emitted 3.82 million tons of the greenhouse gas carbon dioxide, plus 24.9 kilograms of the neurotoxin mercury, 429 tons of sulphur oxides and 1,190 tons of nitrogen oxides.

Wilhelmshaven LNG terminal site: use of chlorine endangers sensitive Wadden Sea ecosystem

Cleaning the pipe system of Uniper's LNG terminal off Wilhelmshaven with large quantities of chlorine as a biocide poses a massive threat to the flora and fauna in the Wadden Sea National Park. More environmentally friendly alternatives, such as ultrasonic cleaning, are not only possible but are already planned for other LNG terminals.

Regarding agenda item 3: Ratification of the actions of the members of the Supervisory Board of Uniper SE for the 2023 financial year

The Dachverband der Kritischen Aktionärinnen und Aktionäre proposes that the actions of the members of the Supervisory Board not be approved.

Justification:

Uniper's Supervisory Board has not fulfilled its function of monitoring the Management Board to ensure that it fulfills its human rights due diligence obligations. In our view, Uniper cannot sufficiently demonstrate how human rights risks in its own supply chains are effectively and preventively minimized.

Blood coal from Colombia continues

Compared to 2022, Uniper increased its coal sourced from Colombia under direct contracts by over 50 percent in 2023. The share was over 35 percent in 2023, more than from other countries.

The Swiss mining giant Glencore has been criticized for years because of its mines in Colombia. A reportpublished last year by the human rights organizations CINEP and Censat Agua Viva, together with Fair Finance International and Oxfam, illustrates how Glencore has already withdrawn from mines in Cesar without fulfilling its historical obligations to the communities affected by coal mining and without making comprehensive reparations.1

According to the portal Intelligence Online, documents show that Glencore commissioned service providers to help carry out an intelligence operation that targeted human rights groups and spied on diplomats.2 Uniper is well aware of the human rights violations in the Colombian coal industry. To date, we cannot see that Uniper has taken effective measures to adequately address these human rights violations.

Azerbaijan: Gas imports continue to support the Azerbaijani regime, which is known for human rights violations

Uniper has long-term supply contracts with Azerbaijan's state oil company SOCAR, which will provide the company with an annual gas volume of up to

cubic meters of natural gas guaranteed.

As a state-owned oil and gas company, the group reports directly to the Azerbaijani dictator Aliyev and the revenues contribute to the state budget. The country is known for human rights violations. In addition, there was an enormous escalation when Azerbaijan began blockading the corridor to Nagorno-Karabakh in December 2022.

1https://cinep.org.co/publicaciones/producto/glencore-report-en/

2https://www.intelligenceonline.com/corporate-intelligence/2023/10/20/glencore-s-covert-ops-in-colombia-part-2-inside-glencore-and-control-risks--intelligence-operation-against-mining-firm-s-critics,110078905-art

It was tightened again and again until summer 2023, so that eventually not even relief supplies or medical supplies were allowed through. The result was a humanitarian catastrophe. When the Azerbaijani army then conquered Nagorno-Karabakh at the end of September 2023, around 100,000 people fled to Armenia within a short space of time. SOCAR had already engaged in war propaganda during the earlier war of aggression against Armenia. Uniper should therefore stop purchasing gas from Azerbaijan and immediately declare that it will not expand this any further.

But the opposite is the case: SOCAR and Uniper signed a cooperation program for 2024 in December 2023. According to a newspaper report, this marks another important step in the ongoing partnership between SOCAR and Uniper in the energy sector, which forms the basis for future joint initiatives. Also in July 2023, a delegation from SOCAR met with representatives from Uniper at the Federal Association for Economic Development. Uniper also took part in the Baku Energy Week in Azerbaijan in June 2023. This increased involvement during the blockade and occupation and after the annexation of Nagorno- Karabakh cannot be justified in terms of human rights.

Australia: LNG purchase agreement endangers Aboriginal rock art and marine life

Uniper has concluded a 13-year purchase agreement for LNG from Scarborough, Australia. Scarborough will produce emissions equivalent to those of 15 coal-fired power stations. The project is planned in one of Western Australia's most culturally and environmentally significant areas. Gas production will take place in the sea in an extremely sensitive ecosystem. Whale migration routes as well as dolphins, turtles and other species are at risk.

After a federal court in Perth initially refused to approve the seismic

tests, the responsible environmental authority finally approved the application from Uniper's partner Woodside. Woodside therefore started seismic testing in December 2023. Subsonic cannons produce the loudest noises in the ocean and pose an extreme danger to whales and many other creatures.

Emissions at the gas processing site may also damage globally significant Aboriginal rock art. It consists of over a million rock carvings that are at least 40,000 years old, including the oldest image of a human face.