BioNTech : Compensation Report for the 2023 financial year

Compensation Report of BioNTech SE, Mainz, December 31, 2023

A. Compensation Report	2
B. Review of the Year Ended December 31, 2023	2
C. Compensation of Supervisory Board Members	3
D. Compensation of Management Board Members	5
1 Compensation System	5
1.1	Compensation System Philosophy	5
1.2	Responsibility for Determining the Compensation of the Management Board	5
1.3	Involvement of the Annual General Meeting	5
2 Compensation Components, Target Total Compensation and further Provisions	5
3 Terms of the Current Service Agreements	8
4 Review of Appropriateness of Management Board Compensation for the Year Ended December 31,
2023	8
5 Compensation during the Year Ended December 31, 2023	10
5.1	Target Total and Maximum Compensation	10
5.2	Fixed Compensation and Fringe Benefits	11
5.3	Short-Term Incentive Compensation (STI)	12
5.4	Share-Based Payments (incl. Long-Term Incentive (LTI) and other one-time programs)	15
5.5	Additional Disclosures on Share-Based Payment Instruments	16
5.6	Compensation Granted and Owed during the Year Ended December 31, 2023	21
E. Information on the Relative Development of the Compensation of the Management Board, the
Compensation of the Employees and the Development of the Company's Earnings	24
F. Conclusion on Compensation System for the Year Ended December 31, 2023	27

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1. Compensation Report

The Compensation Report describes the structure and individualized amount of the compensation components of the Management Board and Supervisory Board of BioNTech SE, hereinafter also referred to as "BioNTech", the "Group", "we" or "us", as well as the compensation system applied for the year ended December 31, 2023.

The Compensation Report is aligned with the requirements of Sec. 162 German Stock Corporation Act (Aktiengesetz, "AktG") and the recommendations of the German Corporate Governance Code, as amended on April 28, 2022. The disclosures in our Compensation Report are explicitly not expense-related and do not follow the IFRS regulations as published in our consolidated financial statements or the German Commercial Code (HGB) regulations as published in the statutory financial statements of BioNTech.

Our Management Board and Supervisory Board have jointly agreed to engage our external auditor to perform a formal audit of the Compensation Report.

We prepare and publish this Compensation Report in Euros and round numbers to thousands or millions of Euros respectively. Accordingly, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that preceded them, and figures presented in the explanatory notes may not precisely add up to the rounded arithmetic aggregations.

The compensation system of the Management Board and the compensation system of the Supervisory Board approved by the Annual General Meeting on June 22, 2021 is published on our website at www.biontech.de(https://investors.biontech.de/corporate-governance/overview).

1. Review of the year ended December 31, 2023

On May 3, 2023, our Supervisory Board expanded our Management Board by appointing James Ryan as Chief Legal Officer (CLO), effective as of September 1, 2023. As CLO, James Ryan heads up our legal department and is responsible for developing and leading the Company's corporate legal strategy to promote and protect BioNTech's global operations. His current appointment to our Management Board will end on August 30, 2027. Overall, the service agreements with current Management Board members encompass terms with end dates that fall between December 31, 2024 and August 31, 2027. The Management Board's compensation system is applied whenever service agreements with members of our Management Board are entered into, amended or extended.

During the year ended December 31, 2023, the term of office of the Supervisory Board members Ulrich Wandschneider, Christoph Huber, and Michael Motschmann, who were elected by the shareholders at the Annual General Meeting (AGM) on September 17, 2018, ended at the close of the Annual General Meeting on May 25, 2023. As part of the 2023 AGM, Ulrich Wandschneider and Michael Motschmann were re-elected as Supervisory Board members. In addition, Nicola Blackwood was appointed to our Supervisory Board. She succeeded Christoph Huber, who left the Supervisory Board after reaching the applicable retirement age limit. Ulrich Wandschneider's, Nicola Blackwood's and Michael Motschmann's current appointment to our Supervisory Board will end at the AGM in 2027. The compensation system for Supervisory Board members for 2023 was retained from 2022. As of October 1, 2023, our Supervisory Board established a Product Committee. The Product Committee advises and makes recommendations to the Supervisory Board with respect to our strategy and investment in research and development programs and product launch preparations including commercialization.

The elements of the compensation system and the actual compensation according to Sec. 87a AktG are set out below.

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1. Compensation of Supervisory Board Member

The compensation system of our Supervisory Board as included in our Articles of Association is structured as 100% fixed compensation. The compensation system for Supervisory Board members for 2023 was retained from 2022.

Pursuant to Sec. 113 para. 3 AktG, as amended by the Act Implementing the Second Shareholder Rights Directive, the Annual General Meeting of a listed company must pass a resolution on the compensation of the members of the Supervisory Board at least every four years.

The members of the Supervisory Board receive an annual compensation of €70,000, the Chair €210,000 and the Vice Chair €105,000. The Chair of the Audit Committee receives an additional annual compensation of €30,000. The respective Chair of another committee receives an additional annual compensation of €15,000. An ordinary committee member receives an additional annual remuneration of €5,000 per committee.

Members of the Supervisory Board who are only members of the Supervisory Board or committees, or who chair or vice- chair the Supervisory Board or the Audit Committee or another committee, for part of the financial year receive the respective compensation on a pro-rata basis. Hence, the compensation of the Supervisory Board members who either left or joined in 2023, namely Christoph Huber and Nicola Blackwood, was paid on a pro-rata basis with respect to their departure or appointment at our AGM on May 25, 2023. In addition, compensation was paid to the members of the Product Committee with effect from the date of its establishment as of October 1, 2023.

All members of the Supervisory Board are reimbursed for their expenses.

The compensation of our Supervisory Board for the years ended December 31, 2023, and 2022 was paid out during December 2023 and December 2022. The fixed compensation and the compensation for committee activities of our Supervisory Board members is considered owed and granted in the respective financial year in which the underlying services were performed.

The compensation granted and owed to our Supervisory Board members during the years ended December 31, 2023, and

2022 are presented in the following table:

		Ulrich	Baroness	Prof.	Prof. Anja		Prof.
	Helmut	Christoph	Michael	Rudolf
in thousands €	Wandschneider,	Nicola	Morawietz,
Jeggle	Huber,	Motschmann	Staudigl,
		Ph.D.	Blackwood(1)	M.D.(2)	Ph.D.		Ph.D.
	Chair	Vice Chair
Base
Compensation
2023	210	105	42	28	70	70	70
2022	210	105	-	70	35	70	35
Committee
Compensation
2023	16	9	4	2	35	10	20
2022	15	35	-	10	-	25	-
Total
2023	226	114	46	30	105	80	90
2022	225	140	-	80	35	95	35

1. Nicola Blackwood was appointed to the Supervisory Board by the Annual General Meeting on May 25, 2023.
2. Christoph Huber served as a member of our Supervisory Board from 2008 and left the Supervisory Board on May 25, 2023 after reaching the retirement age limit.

If the reimbursement of expenses or the compensation is subject to value-added tax, the value-added tax shall be paid in addition.

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The Supervisory Board members are included in our D&O liability insurance and are co-insured at our expense.

The current appointments of our Supervisory Board will end with the Annual General Meeting during the respective year set forth below:

• Helmut Jeggle: 2026
• Ulrich Wandschneider: 2027
• Nicola Blackwood: 2027
• Anja Morawietz: 2026
• Michael Motschmann: 2027
• Rudolf Staudigl: 2026

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1. Compensation of Management Board Members

• Compensation System

1.1 Compensation System Philosophy

The compensation structure of the Company's Management Board is designed to promote corporate governance and is oriented towards the Company's sustainability and long-term development. Compensation is also linked to ethical, ecological and social criteria, reflecting our overall strategy and culture. The compensation system therefore sets incentives for the sustainable, long-term positive development of the Company as a whole and for the long-term commitment of the Management Board members. The compensation system is designed to be clear and comprehensible. It is aligned with the requirements of the AktG and the recommendations of the German Corporate Governance Code as amended on April 28, 2022 and ensures that the Company's Supervisory Board can react to organizational changes and flexibly take into account changing market conditions.

1.2 Responsibility for Determining the Compensation of the Management Board

The Supervisory Board is responsible for determining the structure of the compensation system, including targets and caps and the specific compensation of individual Management Board members. The Supervisory Board determines the compensation of the Management Board competitively and in line with the market in order to continue to attract and retain outstanding individuals.

When determining the specific compensation, the Supervisory Board ensures that the compensation of the Management Board is appropriate and in line with market customary standards.

1.3 Involvement of the Annual General Meeting

Pursuant to Sec. 120a para. 1 AktG, the Annual General Meeting (AGM) of a listed company must approve the compensation system of the Management Board presented by the Supervisory Board at least every four years and in addition whenever there is a significant change to such system. Taking the requirements of Sec. 87a para. 1 AktG into account, the Supervisory Board adopted a compensation system for the members of the Management Board on May 7, 2021. The compensation system for members of the Management Board was approved by the AGM on June 22, 2021 with a majority of 99.38% of the votes cast and is implemented whenever new service agreements are entered into, existing service agreements are extended or specific compensation components are initiated. The Supervisory Board expects to submit modifications to the current compensation system for the Management Board and to the compensation for the Supervisory Board to our 2024 AGM for approval.

2. Compensation Components, Target Total Compensation and further Provisions

The following table gives an overview of the key provisions of the compensation system, including compensation components and target total compensation as approved by the AGM on June 22, 2021.

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	Basis of Assessment / Parameters	Strategic Reference
Non-Performance
related
Compensation
Fixed compensation	Fixed contractually agreed compensation paid in twelve equal	The compensation of the
	monthly installments.	Management Board is based
		on customary market standard.
		It is also in line with their
		duties and performance, as
Fringe benefits	Mainly allowances for health and long-term care insurance and	well as the situation and
	supplementary insurance, conclusion of D&O insurance with	success of the Group.
	deductible in accordance with Sec. 93 para. 2 sentence 3 AktG, non-
	cash benefits from bicycles and travel allowances.
Performance-
related
Compensation
Short-term	• Target bonus	Incentivizes strong annual
performance-related	• Limit on payout amount: up to a maximum of 60% of the	(non-financial and financial)
variable	amount of fixed compensation;	performance as the foundation
compensation (short-	• Performance criteria: Company targets and ESG targets;	of the Group's long-term
term incentive, STI)	• Of the STI, 50% is payable in cash in the month following	strategy and sustainable value
	approval of the consolidated financial statements;	creation with achieving
	• Of the STI, 50% is payable in cash one year after the end of the	strategic sustainability targets.
	financial year to which the STI relates and subject to an
	adjustment in relation to the share price development one year
	following the date, when the STI achievement is determined.
Long-term	• Stock Option Program and/or Restricted Stock Unit Program	The regular LTI is intended to
performance-related	(RSUP);	promote the Management
variable	• Performance targets: Relative share price development and	Board's long-term
compensation (long-	absolute share price development;	commitment to the Group and
• Waiting period: Four years after allocation of the stock options	its sustainable growth.
term incentive, LTI)
	or allocation of the remaining restricted stock units.	Therefore, the performance
		targets of the LTI are linked to
		the Group's long-term share
		price development.

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	Basis of Assessment / Parameters	Strategic Reference
Other
Compensation
Rules
Target total	For each Management Board member for the upcoming financial	Sets targets to the
compensation	year the Supervisory Board sets Target Total Compensation	compensation of the
	corresponding to the sum of fixed compensation (~40%), target STI	Management Board to ensure
	(~20%) and target LTI (~40%, each as percentage of the Target	a well-weighted combination
	Total Compensation). Relative to the Target Total Compensation	between fixed and variable
	the individual compensation components shall reflect the following	compensation components.
	percentage ranges.
	• Chief Executive Officer
	•	Fixed compensation: 25-35%
	•	Variable compensation: 65-75%
		•	Target STI: 12-18%
		•	Target LTI: 50-60%
	• Other Management Board members
	•	Fixed compensation: 35-45%
	•	Variable compensation: 55-65%
		•	Target STI: 17-23%
		•	Target LTI: 30-40%
Maximum	Maximum compensation for the financial year in accordance with	Caps the compensation of
compensation	Sec. 87a para. 1 sentence 2 no. 1 AktG:	Management Board members
	• Chief Executive Officer (CEO): €20 million	to avoid uncontrollably high
	• Other Management Board members: €10 million	payouts and thus
	Maximum compensation can only be achieved if the value of the	disproportionate costs and
	stock options granted under the LTI at the time of exercise of the	risks for the Group.
	stock options is at least eight times the exercise price.
Further provisions	• Supervisory Board mandates within the BioNTech group: fully	Further provisions also
	compensated for with the compensation as a member of the	function as a cap in case of
	Management Board.	different mandates within the
	• Supervisory Board mandates outside the BioNTech group:	BioNTech Group to avoid
	Supervisory Board has to approve and decides within the scope	uncontrollably payouts and
	of the approval whether and to what extent compensation is to	risks for the Group.
	be offset against the compensation of the Management Board
	member.

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	Basis of Assessment / Parameters	Strategic Reference
Claw-back and	• Service contracts of Management Board members to be newly	Ensures sustainable corporate
malus rules	concluded or extended and the terms and conditions of the	development and ensures
	Stock Option Plans and the RSUPs will contain malus and	avoiding taking inappropriate
	claw-back provisions entitling the Company to withhold or	risks.
	reclaim variable compensation components in whole or in part
	in the event of a breach by the Management Board member
	concerned of internal company policies or statutory obligations.
	• Service contracts of Management Board members to be newly
	concluded or extended and the terms and conditions of the
	Stock Option Plan will in future contain a provision obliging
	Management Board members to repay variable compensation
	already paid out if it transpires after payment that the basis for
	calculating the amount paid out was incorrect.
Severance payment	In the event of premature termination, Management Board members	Caps the compensation of
cap	are granted a severance payment in the amount of the compensation	Management Board members
	expected to be owed by the Company for the remaining term of the	in the case of premature
	employment contract, up to a maximum of two years'	termination to avoid
	compensation.	uncontrollably high payouts
		and risks for the Group.

• Terms of the Current Service Agreements

The following sets forth the termination dates of the current service agreements of our Management Board:

• Prof. Ugur Sahin, M.D.: December 31, 2026
• Jens Holstein: June 30, 2025
• Sean Marett: December 31, 2024
• Sierk Poetting, Ph.D.: November 30, 2026
• Ryan Richardson: December 31, 2026
• James Ryan, Ph.D.: August 31, 2027
• Prof. Özlem Türeci, M.D.: May 31, 2025

• Review of the Appropriateness of Management Board Compensation for the year ended December 31, 2023

Our current compensation system was derived from a thorough review performed by our Supervisory Board, which considered the major transformational changes we underwent in the past, and was approved as of June 22, 2021. The service agreements with our Management Board, which were extended or concluded during the years ended December 31, 2021, 2022 and 2023 until the respective dates outlined in section 3, have been designed to comply with the compensation system.

Consistent with previous years, in the year ended December 31, 2023, we conducted a review of the compensation system to ensure appropriateness and to re-assess current compensation. The assessment took into account BioNTech's market position. We engaged an external independent compensation consultant to assess the compensation level and structure of our compensation system to ensure that the members of the Management Board are retained and to be able to attract new appointments to the Management Board, which are in the Company's long-term interest. The analysis showed that our compensation system, which includes targets and caps, is in line with market standards and complies with the German Corporate Governance Code. The Supervisory Board will continue to examine the compensation system on a regular basis and critically review the need for adjustments in light of sustained internal and external developments. In connection with

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new Nasdaq listing rules and U.S. securities regulations, the Supervisory Board expects to submit modifications to the current compensation system for the Management Board to our 2024 AGM for approval in the event of a future accounting restatement. Due to the changes in BioNTech's operational and financial situation since the existing compensation system was adopted in 2021, the Compensation, Nominating and Corporate Governance Committee has proposed a modification to the compensation system during the course of the year ended December 31, 2023, which is currently being discussed with the Supervisory Board and it is expected to be proposed for approval at the 2024 AGM. The main changes will affect the LTI for the Management Board, whereby Performance Share Units (PSUs) will be implemented and the performance hurdles for stock options will also be increased. Furthermore, the pay out structure of the STI will be modified and the Company plans to implement a Share Ownership Guideline, which will require Management Board members to hold a certain value of BioNTech shares or American Depositary Shares (ADSs).

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