BioNTech : Compensation system 2024 for the members of the Management Board of BioNTech SE

English Convenience Translation - the German language is decisive

Annual General Meeting of BioNTech SE on 17 May 2024

Compensation System 2024 for the Members of the Management Board of BioNTech SE

1 Main Features of the Compensation System and Contribution to Promoting the Business Strategy and Long-Term Development of BioNTech SE

The structure of the compensation of the Management Board of BioNTech SE ("Company") is designed to contribute to the implementation of corporate governance based on sustainability and a long-term approach. The compensation is therefore also linked to ethical, ecological and social criteria. The compensation system provides incentives for the sustainable, long-term development of the Company as a whole and for the long-term commitment of the members of the Management Board. The compensation system is clear and comprehensible. It is aligned with the requirements of the German Stock Corporation Act (AktG) and the recommendations of the German Corporate Governance Code in the version dated April 28, 2022 ("GCGC 2022"). It ensures that the Company's Supervisory Board can react to organizational changes and flexibly take into account changing market conditions. The Supervisory Board is responsible for determining the structure of the compensation system. The Supervisory Board determines the specific compensation of the individual members of the Management Board on the basis of the compensation system. To the extent permitted by law, the Supervisory Board wishes to offer the members of the Management Board compensation that is both in line with the market and competitive in order to be able to attract and retain outstanding individuals in the future.

The Supervisory Board takes the following framework conditions into account when determining the specific remuneration:

• The compensation of the members of the Management Board should be commensurate with their duties and performance as well as the situation and success of the Company. It should be in line with market standards.
• The compensation of the members of the Management Board should not exceed the usual compensation without special reasons.
• • The Supervisory Board will assess the appropriateness of the compensation on the basis of a horizontal comparison with the compensation of members of the Management Board of comparable companies and on the basis of a vertical comparison with the compensation of senior management and the Company's entire workforce, taking into account the overall development over time.
  • For the horizontal comparison, the Supervisory Board uses the compensation data of comparable companies, taking into account in particular the market position of the Company (including market capitalization, sector, size, country, listing on the NASDAQ Global Select Market) and the overall economic situation of the Company. In order to improve the comparability of the Company with companies from the European and US markets, the Supervisory Board initially considers

English Convenience Translation - the German language is decisive

(sector-specific) listed European and US companies when composing the peer group. Furthermore, as part of the horizontal comparison, the Supervisory Board also considers German companies, in particular from the TecDAX, MDAX and DAX. The Supervisory Board may also consider other listed companies of a comparable size in Germany and abroad, particularly in Europe.

• • For the vertical comparison, the Supervisory Board takes into account the compensation of senior management, consisting of the executives reporting directly to the Management Board. Furthermore, the Supervisory Board also takes into account the average compensation of the BioNTech Group's total workforce over time.
• The variable compensation resulting from the achievement of long-term targets should exceed the proportion of short-term targets in order to align the compensation of the members of the Management Board with long-term business development in particular.
• The individual performance of a member of the Management Board should be appropriately taken into account and rewarded. Failure to achieve targets should lead to an appropriate reduction in variable remuneration. However, the compensation structure should not encourage the taking of inappropriate risks.

2 Participation of the Annual General Meeting, Application and Review of the Compensation System

The compensation system adopted by the Supervisory Board is submitted to the Annual General Meeting for approval. If the Annual General Meeting does not approve the compensation system put to the vote, a revised compensation system will be presented at the latest at the following Annual General Meeting.

(a) Regular Review of Appropriateness

The appropriateness of the compensation components is reviewed annually by the Supervisory Board. The Supervisory Board is supported in this by the Compensation, Nominating and Governance Committee. This Committee develops recommendations on the Management Board compensation system, which the Supervisory Board discusses and decides on. If necessary, the Supervisory Board can consult an external compensation expert, who should be independent of the Management Board and the Company, to develop and update the compensation system and to assess the appropriateness of the compensation. In the event of significant changes to the compensation system, but at least every four years, the Supervisory Board will submit the compensation system to the Annual General Meeting for approval. Following approval by the Annual General Meeting, the present compensation system for members of the Management Board will apply to all new Management Board service contracts to be concluded or Management Board service contracts to be extended. It is planned to conclude new Management Board service contracts with all Management Board members with effect from January 1, 2025.

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The Supervisory Board and the members of the Compensation, Nominating and Governance Committee take appropriate measures to ensure that potential conflicts of interest of Supervisory Board members involved in discussions and decisions on the compensation system are avoided and, if necessary, resolved. Each member of the Supervisory Board is obliged to report conflicts of interest to the Chairman of the Supervisory Board. The Supervisory Board decides how to deal with an existing conflict of interest on a case-by-case basis. In particular, a Supervisory Board member affected by a conflict of interest may not participate in a meeting or individual discussions and decisions of the Supervisory Board or the Compensation, Nominating and Governance Committee.

(b) Temporary Deviation from the Compensation System

In justified exceptional cases, the Supervisory Board may decide to temporarily deviate from the compensation system (regulations on the compensation structure and amount, regulations regarding the individual compensation components or the composition of the peer group of companies) if this is necessary in the interests of the long-termwell-being of the Company. The targets and target values generally do not change during the respective periods relevant to target achievement. In the event that extraordinary, unforeseen developments occur (e.g. serious economic crises), the effects of which are not adequately reflected in the targets and which render the original corporate targets invalid, the Supervisory Board may take this into account appropriately in justified, rare special cases when setting targets.

Generally unfavorable market developments are expressly not considered to be extraordinary developments that took place during the year. Such deviations or extraordinary developments are clearly explained and justified in the compensation report.

If the Supervisory Board decides to deviate from the compensation system, it must specifically describe the duration of the deviation and the deviation as such, as well as the reason for it (i.e. why the long-termwell-being of the Company requires the deviation) in an appropriate form in its resolution.

In the event of a temporary deviation from the compensation system, details of the deviations, including an explanation of the necessity of the deviations and the specific components of the compensation system from which the deviation was made, are provided in the compensation report for the following year.

3 Compensation Components, Target Total Remuneration, Maximum Remuneration

The total compensation of each member of the Management Board consists of three components:

• fixed compensation (see 3 (a)),
• a short-termperformance-related variable compensation (Short Term Incentive, STI) (see 3 (b) aa)) and

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• a long-term,performance-related variable compensation (Long Term Incentive, LTI) (see 3 (b) bb)).

The compensation components described in more detail below are reference values for:

• the target total compensation individually determined for a Management Board member (see 4 (a)), and
• the fixed maximum compensation of the members of the Management Board (Expense Cap, see 4 (b)).

Compensation Components	Assessment Basis / Parameters
Non-Performance-Related
Components
Fixed compensation	Fixed contractually agreed compensation paid
	out in twelve equal monthly installments
Fringe benefits	Essentially, possible agreement of a payment on
	taking office (sign-onbonus), contributions to
	health insurance and long-term care insurance
	and to supplementary insurance, conclusion of
	D&O insurance with deductible in accordance
	with section 93(2) sentence 3 AktG, non-cash
	benefits from bicycles and travel allowances as
	well as relocation costs and costs for tax advice
Performance-Related Components
Short-termperformance-related variable	Target bonus
compensation (Short-Term Incentive,	Limitation of the amount paid out: up to a
STI)
	maximum of 60% of the amount of the
	fixed compensation
	Performance criteria: Corporate goals and ESG
	goals
	STI is due in cash in the month following the
	approval of the consolidated financial
	statements

English Convenience Translation - the German language is decisive

Long-termperformance-related variable	Stock option program and performance share unit
compensation (Long Term Incentive,	program
LTI)	Performance targets of the stock option program:
	(i)	Relative price performance and
	(ii)	Absolute price performance
	Performance target of the performance share unit
	program:
	Relative share price performance
	Waiting period:
	Four years after allocation of the stock
	options or allocation of the performance
	share units

As the individual compensation components are determined individually for each Management Board member and, in addition, the scope of the planned starting amount for the assessment may vary in the different financial years, the expected relative shares of the individual compensation components can only be stated as percentage ranges. In general, the target total compensation for the entire Management Board should be structured in such a way that the share of fixed compensation is around 20% of the target total remuneration, the share of the STI (target amount) in the target total compensation is around 10% and the share of the LTI (target amount) in the target total compensation is around 70%.

For the Chairman of the Management Board, the share of fixed compensation is approximately between 10% and 20% of the target total compensation and the share of variable compensation is approximately between 80% and 90% of the target total compensation. The STI (target amount) accounts for approximately between 5% and 15% of the target total compensation and the LTI (target amount) for approximately between 70% and 80% of the target total compensation.

For the other members of the Management Board, the share of fixed compensation is approximately between 20% and 30% of the target total compensation and the share of variable compensation is approximately between 70% and 80% of the target total compensation. The STI (target amount) accounts for approximately between 10% and 20% of the target total compensation and the LTI (target amount) for approximately between 60% and 70% of the target total compensation.

Legally binding relative ranges are not defined. This ensures that the Supervisory Board can set the target total compensation in line with the principles of this compensation system in an appropriate relationship to the situation and success of the Company. The maximum compensation remains unaffected by this.

English Convenience Translation - the German language is decisive

(a) Fixed Compensation and Fringe Benefits

The fixed compensation consists of a fixed, non-performance-related basic compensation, which is paid out as a salary in twelve monthly installments.

Other components of the fixed compensation are fringe benefits, such as allowances for health insurance, long-term care insurance and supplementary insurance, the conclusion of a D&O insurance policy with a deductible in accordance with section 93(2) sentence 3 AktG, non-cash benefits from bicycles and travel allowances as well as relocation costs and costs for tax advice.

In individual cases, the Supervisory Board may grant a sign-on bonus on the occasion of a new Management Board member taking office in the year of joining or the second year of appointment. Such a payment can, for example, compensate for losses of variable compensation that a Management Board member suffers as a result of joining the Company from a previous employer.

(b) Performance-Related, Variable Compensation Components

The variable compensation components are linked to the success of the BioNTech Group. They consist of a short-term variable compensation component (Short-Term Incentive, STI) and a long-term variable compensation component (Long-Term Incentive, LTI). The amount of each component depends on the achievement of financial and non-financial performance indicators. With a view to sustainable, successful corporate development that is aligned with the interests of the shareholders and with the aim of ensuring that the compensation of the members of the Management Board is appropriate to the Company's situation, the Supervisory Board agrees the relative shares of various targets in the Management Board service contract with each member of the Management Board and sets the target figures6efiningng target achievement for each member of the Management Board before a financial year.

aa) Short Term Incentive, STI (Short-Term Oriented Variable Compensation)

The STI is a performance-related bonus with a one-year assessment period. The STI amounts to a maximum of 60% of the amount of the fixed compensation per year and depends on financial performance criteria and non-financial performance criteria (performance targets) of the BioNTech Group. It is granted entirely in cash.

The performance targets are set by the Supervisory Board for the upcoming financial year as follows:

• Corporate Goals
  The Supervisory Board first defines ambitious and measurable company-related objectives (Company Goals), which are based on both operational and strategic objectives and can be set uniformly for all Management Board members or individually for individual Management Board members.

English Convenience Translation - the German language is decisive

The Company Goals can relate to both the Company and the BioNTech Group. In particular, Company Goals may be:

• • Financial development in line with the published financial forecast;
  • Share price performance compared to the NASDAQ Biotechnology Index;
  • Targets relating to business development;
  • Targets relating to product development and approval.
  • The Supervisory Board can also define other Company Goals for a financial year.
• ESG Goals
  In addition to the Company Goals, the Supervisory Board can also set environmental, social and governance targets ("ESG Targets") for all members of the Management Board in order to incentivize sustainable and long-term corporate success, either uniformly or individually for individual members of the Management Board. With regard to the ESG Targets, the Supervisory Board defines the specific ESG Targets for a financial year on the basis of the following list of targets:
• • Employee targets;
  • Sustainability targets;
  • Diversity targets;
  • Targets relating to energy and the environment;
  • Corporate Governance.

In addition, the Supervisory Board can also define other ESG Targets for a financial year or base them on an external rating from Institutional Shareholder Services Inc ("ISS"). The rating can range from D- (particularly poor) to A+ (excellent), as shown in the table below.

D-

D

D+

C-

C

C+

B-

B

B+

A-

A

A+

bad

medium

good

excellent

If the Supervisory Board decides to base the ESG Targets on a rating of ISS, the Supervisory Board determines the minimum rating to be achieved for the financial year in question in order to fully meet the ESG Targets in accordance with the table shown above. If the ESG rating of ISS in a financial year is in line with the previously defined target or better, the ESG Targets are fully met and there is a target achievement of 100% in relation to 20% to 30% of the STI. If ISS's ESG rating in a financial year is worse

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than the previously defined target, the short-term variable compensation in relation to the ESG Targets is zero.

At its first meeting after the end of the financial year, the Supervisory Board determines the actual target achievement of the STI for the respective Management Board member. The target achievement of the STI is measured against the achievement of the respective Corporate Goals and ESG Targets. The relative weighting is 70% to 80% for the Corporate Goals and 20% to 30% for the ESG Targets.

The Supervisory Board uses its best judgment to determine the extent (expressed as a percentage) to which the Corporate Goals have been achieved. 70 % to 80 % of the STI target is multiplied by the percentage achieved.

The Supervisory Board also determines at its own discretion the extent to which the ESG Targets have been achieved (expressed as a percentage). 20% to 30% of the STI target is multiplied by the percentage achieved. Alternatively, the achievement of the ESG Targets can be reviewed during the respective assessment period depending on the rating prepared by ISS.

The payment amount of the STI is due for payment in the month following approval of the Company's consolidated financial statements for the financial year that is relevant for the STI.

bb) Long-Term Incentive, LTI (Long-Term Variable Compensation)

The LTI is intended to promote the Management Board's long-term commitment to the Company and its sustainable growth. The performance targets of the LTI are therefore linked to the long-term development of the Cand thus promote the business strategy.

The LTI is a long-term,multi-yearperformance-related compensation that is granted either in the form of a stock option program or a performance share unit program ("PSUP") in annual tranches. For each member of the Management Board, the Supervisory Board determines for each financial year the ratio in which the LTI is granted under the stock option program and under the PSUP.

Stock Option Program

Each tranche of the stock option program generally has a term of up to ten years. However, the stock options may only be exercised for the first time after a waiting period and a parallel vesting period totaling four years ("Option Performance Period"), provided that the performance targets and vesting periods have been met. Each Option Performance Period begins with the allocation of stock options by the Supervisory Board in the relevant financial year ("Allocation Financial Year"). If the stock options are not exercised after the Option Performance Period, the Option Performance Period is automatically extended by one year in each case, but by a maximum of six further years.

In the Allocation Financial Year, the Supervisory Board resolves that a number of stock options will be issued to each member of the Management Board and thus allocated. This number is calculated as the quotient of the individual LTI target amount agreed in the Management Board

English Convenience Translation - the German language is decisive

service contract for stock options and the amount by which a specific target price exceeds the exercise price, which should be at least USD 105.16 based on an assumed market capitalization of USD 25 billion. The date of the Supervisory Board's resolution on the issue of the stock options is the "Option Issue Date".

Success Targets

The stock options can only be exercised after the Option Performance Period if the following performance targets are met:

• The volume-weighted average closing price of American Depositary Shares of the Company on the NASDAQ stock exchange ("ADS") on the last ten trading days prior to the date of exercise of the stock options, multiplied by the number of ADSs representing one share, exceeds the exercise price by at least 80 %; whereby this percentage increases by 20 percentage points from the fifth and each subsequent anniversary of the Option Issue Date (absolute price performance).
• In addition, the share price (calculated on the basis of the price of an ADS listed on the NASDAQ stock exchange multiplied by the number of ADSs representing one share) must have performed as well or better in percentage terms than the NASDAQ Biotechnology Index or a comparable successor index in the period from the last trading day before the Option Issue Date to the fifth trading day before the start of the relevant exercise period (relative price performance).

The Supervisory Board must provide for a possibility of limitation for extraordinary developments (cap). The LTI for the stock options is limited to 800% of the exercise price set by the Supervisory Board. If one or both performance targets are not achieved during the Option Performance Period, the stock options expire without compensation.

Waiting Period and Exercise Period

The stock options may be exercised by the members of the Management Board for the first time four years after the allocation date by the Supervisory Board (vesting period) and may be exercised no later than ten years after the allocation date. If the stock options have not been exercised by then, they expire without compensation.

Vesting Conditions

One quarter of the stock options allocated to the members of the Management Board vest at the beginning of the Option Performance Period each year from the allocation date. Premature termination of the Management Board service contract during the vesting period leads to a corresponding reduction in the vested stock options. The unvested portion of the allocated stock options lapses without compensation.

English Convenience Translation - the German language is decisive

Cash Settlement

The option conditions may stipulate that the Company may choose to grant the members of the Management Board (1) its own existing shares in the Company, (2) its own ADSs, (3) shares or rights or certificates representing these in another listed company, (4) a cash payment or (5) another form of fulfilment instead of new shares from conditional capital to service the stock options.

The amount of the cash payment is calculated by multiplying the vested stock options by the difference between the exercise price and the exercise price for the stock options.

Exercise Price (Ausübungspreis)

The exercise price for the stock options is the average volume-weighted closing price of the share or ADS multiplied by the number of ADSs representing a share on the stock exchange or trading system with the highest total trading volume ("Primary Stock Exchange") over the last 90 trading days prior to the Option Issue Date. However, if this average closing price falls below USD 105.16 (calculated on the basis of an assumed market capitalization of USD 25 billion divided by the shares issued by the Company as at December 31, 2023), the exercise price is to be based on this amount.

Exercise Price (Ausübungskurs)

The exercise price for the stock options is the closing price of the share or ADS multiplied by the number of ADSs representing a share on the last trading day before the day on which the stock options are exercised ("Option Exercise Date") on the Primary Stock Exchange on the ten trading days prior to the Option Exercise Date.

Performance Share Unit Program (PSUP)

Each tranche of the PSUP has a term of four years ("PSU Performance Period"). Each PSU Performance Period begins with the allocation of PSUs by the Supervisory Board in the relevant financial year ("Allocation Financial Year").

At the beginning of the Allocation Financial Year in which they are granted, the members of the Management Board are each allocated a number of PSUs. The number of PSUs to be allocated is calculated as a quotient of an individually agreed LTI target amount ("PSU Target Amount") in the respective Management Board service contract for the PSUs and an exercise price set in relation to this.

The exercise price for the PSUs is the average closing price of the last 90 trading days prior to the date of the Supervisory Board's resolution on the issue of the PSUs ("PSU Issue Date"). However, if this average closing price falls below USD 105.16 (calculated on the basis of an assumed market capitalization of USD 25 billion divided by the shares issued by the Company as of December 31, 2023), the exercise price is to be based on this amount.