BioNTech : Invitation to the 2024 Annual General Meeting

BioNTech SE

Mainz

WKN A0V9BC | ISIN DE000A0V9BC4

WKN: A2PSR2 | ISIN: US09075V1026

Invitation to the Annual General Meeting 2024

Unique identifier of the event: 2008339965e7ee11b53000505696f23c

Ladies and Gentlemen,

We hereby invite our shareholders1 to the Annual General Meeting of BioNTech SE, Mainz, (the "Company") on

Friday, May 17, 2024 at 2:00 p.m. (CEST)2

The Annual General Meeting will be held as a virtual Annual General Meeting without the physical presence of shareholders or their proxies (with the exception of the Company's proxies).

Shareholders who are entered in the Company's share register and have duly registered for the Annual General Meeting, and their proxies, can register for the virtual Annual General Meeting on Friday, May 17, 2024 via the website available at

https://investors.biontech.de/agm/agm-2024

The shareholders can connect to the Annual General Meeting electronically via the password-protected investor portal ( "Investor Portal") and participate in the Annual General Meeting in this way. The physical presence of shareholders and their proxies at the venue of the Annual General Meeting is excluded. Shareholders or their proxies may only exercise their voting rights by means of electronic absentee voting or by issuing a power of attorney and instructions to the proxies appointed by the Company. The venue of the Annual General Meeting within the meaning of the German Stock Corporation Act ("AktG") is the Company's business premises at Grosse Bleiche 54-56, 55116 Mainz.

In addition, it is intended to broadcast the entire virtual Annual General Meeting live on Friday, May 17, 2024 from 2:00 p.m. (CEST) also via the aforementioned website - but outside the Investor Portal - freely accessible for holders of American Depositary Shares of the Company ("ADS") issued by The Bank of New York Mellon (the "Depositary") (the "ADS Holders") as well as for the interested public.

Further details and information can be found at the end of the invitation following the agenda and the annexes to the agenda.

1. For the sole purpose of better readability, this invitation does not use gender-specific spelling. All personal designations and terms are to be understood as gender-neutral in the sense of equal treatment.
2. All times stated in this invitation refer to Central European Summer Time (CEST). In terms of Coordinated Universal Time (UTC), this corresponds to the ratio UTC = CEST minus two hours.

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Agenda

1. Presentation of the adopted annual financial statements, the approved consolidated financial statements and the combined management report for the Company and the Group, as well as the report of the Supervisory Board, in each case for the 2023 financial year and as of December 31, 2023, respectively

The Supervisory Board has approved the annual financial statements and consolidated financial statements prepared by the Management Board; the annual financial statements are thus adopted. The Annual General Meeting is therefore not required to pass a resolution on this Agenda Item 1. Instead, the aforementioned documents are merely to be made available to the Annual General Meeting and explained by the Management Board or - in the case of the Supervisory Board's report - by the Chairman of the Supervisory Board. As part of their right to information, shareholders have the opportunity to ask questions about the documents.

All of the documents mentioned under this Agenda Item are available on our website at

https://investors.biontech.de/agm/agm-2024

They will also be available there during the Annual General Meeting.

1. Resolution on the appropriation of balance sheet profit for the 2023 financial year
   The Management Board and Supervisory Board propose that BioNTech SE's balance sheet profit from the past 2023 financial year in the amount of EUR 9,360,948,811.25 be carried forward in full to new account.
2. Resolution on the approval of the actions of the Management Board
   The Management Board and Supervisory Board propose that the actions of the members of the Management Board in office in the 2023 financial year be approved for this period.
3. Resolution on the approval of the actions of the Supervisory Board
   The Management Board and Supervisory Board propose that the actions of the members of the Supervisory Board in office in the 2023 financial year be approved for this period.
4. Resolution on the appointment of the auditor and the group auditor for the 2024 financial year as well as the auditor for any audit or review of interim financial information
   The Supervisory Board proposes - based on the recommendation of the Audit Committee - that EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, based in Stuttgart (Cologne branch; Börsenplatz 1, 50667 Cologne), be appointed as auditor and group auditor for the 2024 financial year and as auditor for any audit or review of interim financial reports (half-year financial reports and quarterly reports) for the 2024 financial year and for the first quarter of the 2025 financial year.
5. Resolution on the approval of the Compensation Report
   In accordance with section 162 of the German Stock Corporation Act (AktG), the Management

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Board and Supervisory Board have prepared a report on the compensation granted and owed to each individual current or former member of the Management Board and Supervisory Board in the 2023 financial year. This compensation report will be submitted to the Annual General Meeting for approval in accordance with section 120a(4) AktG.

The compensation report was audited by the auditor in accordance with section 162(3) AktG to determine whether the disclosures pursuant to section 162(1) and (2) AktG were made. The report on the audit of the compensation report is attached to the compensation report.

The Management Board and the Supervisory Board propose that the compensation report for the 2023 financial year, prepared and audited in accordance with section 162 AktG, be approved.

The compensation report is printed at the end of the agenda in Section II "Reports and attachments to Agenda Items" and is available from the time the Annual General Meeting is convened on our website at

https://investors.biontech.de/agm/agm-2024

The compensation report will also be available there during the Annual General Meeting.

7. Resolution on the approval of the adjusted Compensation System for members of the Management Board

Section 120a(1) sentence 1 AktG provides that the annual general meeting of listed companies must pass a resolution to approve the compensation system for members of the Management Board submitted by the Supervisory Board every time there is a material change, but at least every four years.

On May 7, 2021, the Supervisory Board adopted a compensation system for the members of the Company's Management Board and submitted it to the Annual General Meeting for approval ("Compensation System 2021"). The Annual General Meeting on June 22, 2021 approved this Compensation System 2021 with 99.38% of the votes cast. Since then, the Supervisory Board has regularly reviewed the Compensation System 2021. On March 7, 2024, it resolved an adjustment with effect from January 1, 2025, which will further develop the Compensation System 2021 while retaining its basic structure. A renowned, independent external compensation consultant supported the Supervisory Board in the development of the new compensation system ("Compensation System 2024").

The further development of the compensation system for the members of the Management Board resolved by the Supervisory Board concerns the allocation of the compensation components to the target total compensation. In particular, the share of long-term variable compensation in the target total compensation is to increase significantly. For the Management Board as a whole, the long-term variable compensation will increase from around 40% to around 70% of the target total compensation. Accordingly, the share of fixed compensation will decrease from approx. 40% to approx. 20% of the target total compensation and the share of short-term variable compensation will decrease from 20% to 10% of the target total compensation.

The composition of the long-term,performance-related variable compensation of the members of the Management Board is also to change. Under the Compensation System 2021, this consisted of stock options and/or restricted stock units with concurrent performance targets. Under the

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Compensation System 2021, the Supervisory Board determined the ratio of long-term compensation to be granted in stock options and restricted stock units for each member of the Management Board for each financial year. Previously, members of the Management Board only received stock options as long-term,performance-related variable compensation on this basis.

Under the new Compensation System 2024, however, the long-termperformance-related compensation is to be made up of stock options and performance share units, each with different performance targets. Under the Compensation System 2024, the Supervisory Board should also be able to determine for each financial year the ratio in which the long-term compensation is to be granted in stock options and/or performance share units. The exercise price for both the stock options and the performance share units should be at least USD 105.16 based on an assumed market capitalization of the Company of USD 25 billion. Such a minimum exercise price is intended to ensure a more performance-oriented link between the development of the share price and the number of stock options to be granted.

In view of the Company's successful development in recent years and its current development opportunities, the performance targets for the exercise of stock options in the new Compensation System 2024 have also been set much more ambitiously than was the case under the Compensation System 2021.

On the one hand, the stock options can only be exercised if the share price of the Company (calculated on the basis of the price of an American Depositary Share ("ADS") listed on the NASDAQ stock exchange multiplied by the number of ADSs representing a share) is equal to or better than the NASDAQ Biotechnology Index or a comparable successor index in percentage terms in the period from the last trading day prior to the issue date to the fifth trading day prior to the start date, representing one share) has outperformed the NASDAQ Biotechnology Index or a comparable successor index in percentage terms in the period from the last trading day before the issue date to the fifth trading day before the start of the relevant exercise period (relative price performance). A further condition for exercising stock options under the new Compensation System 2024 is, however, an additional share price performance of at least 80% compared to the exercise price, i.e. the purchase price for the stock options, over a four-year waiting period, whereby this percentage is to increase by 20 percentage points from the fifth anniversary of the respective issue date and from each subsequent anniversary (absolute share price performance). Under the Compensation System 2021, however, the Management Board only had to achieve a share price performance of 28% within a four-year vesting period, which increased by seven percentage points each year thereafter. For the performance share units, however, the performance target is limited to a successful relative share price performance in relation to the performance of the NASDAQ Biotechnology Index or a comparable successor index.

The significant increase in one of the performance hurdles for exercising the stock options combined with the additional significant increase in the share of long-term variable compensation in the target total compensation from approx. 40% to approx. 70% is intended to lead to a long- term incentive for the Management Board that meets the demanding expectations of shareholders and the capital market for future value growth of the Company.

To further align the interests of the Management Board and shareholders, Share Ownership Guidelines have also been included in the revised compensation system. According to these guidelines, the Chairman of the Management Board is required to hold a portfolio of shares or ADSs in the Company equivalent to the value of two gross annual salaries (excluding fringe

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benefits) after a build-up period of four years from the date on which the Share Ownership Guidelines come into force. After this period, the other members of the Management Board must hold a portfolio of shares or ADSs in the Company equivalent to the value of at least one gross annual salary (excluding fringe benefits).

Furthermore, the due date of the short-term variable compensation relating to a financial year is to be adjusted. Under the Compensation System 2021, 50% of this short-term variable compensation was not due for payment until one year after the end of the relevant financial year, subject to adjustments in relation to the share price performance. The other part was already due for payment in the month following approval of the Company's consolidated financial statements for the financial year that was relevant for this part of the compensation. The entire short-term variable compensation is now to be granted at this time. This is intended to give the Management Board the financial leeway to meet the requirements of the Share Ownership Guidelines within four years.

The Compensation System 2024 will be submitted to the Annual General Meeting for approval in accordance with section 120a(1) sentence 1 AktG. Following the approval of the Compensation System 2024 by the Annual General Meeting, the Supervisory Board intends to conclude new Management Board service contracts with all Management Board members with effect from January 1, 2025, and thus adjust them to the new compensation system. The new Management Board service contracts to be concluded should also take into account the other adjustments to the compensation of Management Board members provided for in the new compensation system. This relates, for example, to provisions on surviving dependents' benefits and in the event that a member of the Management Board is unable to work.

The adjusted Compensation System 2024 for the members of the Company's Management Board is printed after the agenda in Section II "Reports and attachments to Agenda Items" and will be available on our website at

https://investors.biontech.de/agm/agm-2024

It will also be available there during the Annual General Meeting.

Against this background, the Supervisory Board proposes that the Annual General Meeting approves the Compensation System 2024 for the members of the Management Board of BioNTech SE, which is printed after the agenda in Section II "Reports and attachments to Agenda Items ".

8. Resolution on the adjustment of the Compensation System and the compensation of the Supervisory Board members as well as the corresponding amendment to Art. 9 para. 6 of the Articles of Association

The current compensation of the members of the Supervisory Board of BioNTech SE was determined by resolution of the Annual General Meeting on June 1, 2022 in section 9(6) of the Company's Articles of Association and has been regularly reviewed for appropriateness since then. Following a thorough review and in view of the Company's successful development, the Management Board and Supervisory Board have come to the conclusion that the existing compensation regulations no longer stand up to a market comparison with the compensation of Supervisory Board members at companies in the Company's current peer environment. In order to take this into account and also in view of the increased demands - including in terms of time

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commitment - for Supervisory Board activities, the complexity of Supervisory Board issues and the constantly increasing responsibility of the Supervisory Board and its committees in the competence structure under stock corporation law, the existing compensation regulations are now to be adjusted appropriately to ensure that competitive compensation continues to be offered.

To this end, the amounts of the fixed annual compensation of the Supervisory Board members are to be increased. In future, each member of the Supervisory Board shall receive fixed annual compensation of EUR 120,000.00 (previously: EUR 70,000.00); the compensation for the Chairman of the Supervisory Board shall be three times this amount as before and the compensation for the Deputy Chairman shall also be 1.5 times this amount as before. The Chairman of the Audit Committee shall receive additional annual compensation of EUR 50,000.00 (previously: EUR 30,000.00) and the respective Chairman of another committee shall receive additional annual compensation of EUR 30,000.00 (previously: EUR 15,000.00). An ordinary committee member shall receive additional annual compensation of EUR 10,000.00 (previously: EUR 5,000.00) for each committee membership. The compensation of Supervisory Board members should continue to be structured as purely fixed compensation.

On the basis of a corresponding, new system for the compensation of Supervisory Board members in accordance with para. a) below, the current provision in Art. 9 para. 6 of the Company's Articles of Association is to be revised. The following new version of Art. 9 para. 6 of the Company's Articles of Association will enter into force with effect from the entry of the amendment to Art. 9 para. 6 of the Articles of Association to be resolved under this Agenda Item 8 under b) in the Company's commercial register.

The Management Board and Supervisory Board therefore propose the following resolution:

a) Compensation System for members of the Supervisory Board

The compensation system for the members of the Supervisory Board of BioNTech SE set out in Section II "Reports and attachments to Agenda Items" is adopted with effect from the entry of the amendment to Art. 9 para. 6 of the Articles of Association to be resolved under this Agenda Item 8 under b) in the Company's commercial register .

b) Amendment of Art. 9 para. 6 of the Articles of Association

Art. 9 para. 6 of the Articles of Association is revised as follows:

"(6) In addition to the reimbursement of their expenses, the members of the Supervisory Board shall receive compensation of EUR 120,000.00 for each full financial year; the Chairman shall receive three times this amount and the Deputy Chairman 1.5 times this amount. The Chairman of the Audit Committee receives additional compensation of EUR 50,000.00 for each full financial year. The respective Chairman of another committee receives additional compensation of EUR 30,000.00 for each full financial year. An ordinary committee member receives additional compensation of EUR 10,000.00 per committee for each full financial year; the compensation paid for chairing a committee also covers membership of this committee. The basic compensation and any compensation for committee activities are due for payment within the last month before the end of the financial year for which the compensation is paid. Members of the Supervisory Board who only belong to the Supervisory Board for part of the financial year or who chair or deputy chair the Supervisory Board or the Audit Committee or

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another committee receive the respective compensation pro rata temporis. The same applies if this regulation or this regulation in a specific version is only in force for part of the financial year. If the reimbursement of expenses or compensation is subject to VAT, the VAT must be paid in addition. In its own interest, the Company maintains appropriate financial loss liability insurance for its executive bodies and managers, which also covers the members of the Supervisory Board at the Company's expense."

The aforementioned amendments to Art. 9 para. 6 of the Company's Articles of Association shall take effect upon entry of the amendment to the Articles of Association to be resolved under this Agenda Item 8 para. b) in the commercial register. The adjusted compensation system for the members of the Supervisory Board of BioNTech SE is included in the further information on the agenda in Section II "Reports and attachments to Agenda Items " and is available on our website at

https://investors.biontech.de/agm/agm-2024

It will also be available there during the Annual General Meeting.

9. Resolution on the cancellation of an existing authorization and the creation of a new authorization to issue bonds with warrants and/or convertible bonds and to exclude subscription rights, together with the cancellation of the existing Conditional Capital WSV 2019 and the creation of a new Conditional Capital WSV 2024 as well as corresponding amendment to the Articles of Association

Under Agenda Item 7, the Annual General Meeting on August 19, 2019 authorized the Management Board to issue bonds with warrants and/or convertible bonds with a total nominal value of up to EUR 1,500,000,000.00 and created Conditional Capital WSV 2019 to service them. The Company made use of this authorization in August 2020 and issued a convertible bond with a total nominal value of EUR 100,000,000.00; shareholders' subscription rights were excluded. The existing authorization to issue bonds with warrants and convertible bonds expires on August 18, 2024. In order to maintain the Company's ability to issue bonds with warrants and/or convertible bonds as flexible financing instruments, the expiring authorization is to be revoked and replaced by a new authorization to issue bonds with warrants and/or convertible bonds with authorization to exclude subscription rights. This is intended to give the Company the opportunity to react flexibly to a favorable market environment or financing requirements and to be able to adjust cash positions quickly if necessary. This flexibility is necessary in a challenging competitive environment in order to be able to respond appropriately to advantageous offers or other opportunities that arise. The Conditional Capital WSV 2019 in Art. 4 para. 7 of the Articles of Association, which currently still exists in the amount of EUR 85,754,868.00, is also to be cancelled for this purpose and replaced by new Conditional Capital WSV 2024 in a significantly lower amount of EUR 24,855,220.00 (this corresponds to 10% of the current share capital).

The written report of the Management Board pursuant to sections 221(2) sentence 2, 186(4) sentence 2 AktG is available on our website from the time the Annual General Meeting is convened at

https://investors.biontech.de/agm/agm-2024

It will also be available there during the Annual General Meeting.

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Against this background, the Management Board and Supervisory Board propose that the following resolution be adopted:

1. Cancellation of the authorization of August 19, 2019 and cancellation of the existing Conditional Capital WSV 2019

The authorization granted to the Management Board by the Annual General Meeting on August 19, 2019 to issue bearer or registered bonds with warrants and/or convertible bonds with a total nominal value of up to EUR 1,500,000,000.00 on one or more occasions until August 18, 2024 with the approval of the Supervisory Board and the Conditional Capital WSV 2019 created by the resolution of the Annual General Meeting on August 19, 2019 in Art. 4 para. 7 of the Articles of Association are cancelled with effect from the date of entry of the new Conditional Capital WSV 2024 in the commercial register in accordance with para. c) below and the corresponding amendment to the Articles of Association in accordance with para. d) below.

1. Authorization to issue bonds with warrants and/or convertible bonds and to exclude subscription rights

aa) General

The Management Board is authorized, with the approval of the Supervisory Board, to issue bearer or registered bonds with warrants and/or convertible bonds (together "Bonds") with a total nominal value of up to EUR 3,000,000,000 on one or more occasions until May 16, 2029, with or without a limited term and to grant or impose option rights or obligations on the holders or creditors of warrant Bonds or conversion rights or obligations on the holders or creditors of convertible Bonds for no-par value registered shares in the Company with a proportionate amount of the share capital totaling up to EUR 24,855,220 in accordance with the terms and conditions of these Bonds. The authorization will only become effective when the Conditional Capital WSV 2024 proposed for resolution under para. c) and the corresponding amendment to the Articles of Association pursuant to para. d) below have become effective by entry in the commercial register. When a capital increase from Company funds becomes effective, the number of shares to which the Bonds may entitle the holder increases in the same proportion as the share capital and the conditional capital.

The Bonds may also be issued by a company in which the Company holds a direct or indirect majority interest; in this case, the Management Board is authorized, with the approval of the Supervisory Board, to assume the guarantee for the repayment of the Bonds on behalf of the issuing company, to grant the holders or creditors of these Bonds no-par value registered shares in the Company to fulfill the option or conversion rights or option or conversion obligations specified in these Bonds and to make all other declarations or take all other actions necessary for the successful issue of the Bonds.

1. Bonds with warrants and convertible bonds

The Bonds are divided into partial bonds.

If Bonds with warrants are issued, one or more warrants are attached to each partial bond, which entitle the holder to subscribe for no-par value registered shares in the Company in accordance with the Bond conditions to be determined by the Management Board. The Bond conditions may stipulate that the option price can also be fulfilled by transferring partial bonds and, if applicable,

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an additional cash payment. If fractions of shares arise, it may be stipulated that these fractions can be added up to purchase whole shares in accordance with the option or bond conditions, if necessary, against an additional payment.

If convertible Bonds are issued, the holders of bearer Bonds, or otherwise the creditors of the Bonds, receive the right to convert their Bonds into no-par value registered shares of the Company in accordance with the convertible Bond conditions determined by the Management Board. The conversion ratio is calculated by dividing the nominal amount or the issue amount of a partial bond that is below the nominal amount by the fixed conversion price for a no-par value registered share in the Company and can be rounded up or down to a whole number; in addition, an additional cash payment and the consolidation or compensation for non-convertible fractions can be determined. The Bond conditions may provide for a variable conversion ratio and a determination of the conversion price (subject to the minimum price determined below) within a specified range depending on the development of the Company's share price or the price of the Company's American Depositary Shares ("ADS") listed on the NASDAQ stock exchange to be converted into amounts per share during the term of the Bond.

cc) Power of substitution

The Bond terms and conditions may provide for the right of the Company not to grant new no- par value shares in the event of conversion or exercise of theBond, but to pay a cash amount per share equal to the arithmetic mean of the closing prices of the Company's share or the closing prices of the ADS to be converted into amounts per share on the stock exchange or multilateral trading facility with the highest total trading volume ("Primary Stock Exchange") during a period to be specified in the Bond terms and conditions.

The Bond conditions may also provide that the Bond with option or conversion rights or option or conversion obligations may, at the Company's discretion, be converted into new shares from authorized capital, into existing shares of the Company or ADSs of the Company or into shares or rights or certificates representing shares of another listed company instead of into new shares from conditional capital, or that the option right may be fulfilled by delivery of such shares or ADSs or rights or certificates representing shares.

The Bond terms and conditions may also provide for the right of the Company to grant the holders or creditors shares in the Company or ADSs of the Company or shares or rights or certificates representing them of another listed company or to use another form of fulfillment for servicing upon final maturity of the bond that is linked to option rights or conversion rights or option obligations or conversion obligations (this also includes maturity due to termination), in whole or in part, instead of payment of the cash amount due.

dd) Option or conversion obligation

The terms and conditions of the Bonds may also provide for an option or conversion obligation at the end of the term (or at an earlier date or a specific event). The Company may be authorized in the terms and conditions of the Bonds to settle any difference between the nominal amount or any lower issue amount of the convertible Bond and the product of the conversion price and the conversion ratio in cash, either in whole or in part. Section 9(1) AktG and section 199 AktG remain unaffected.

1. Option and conversion price

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The option or conversion price to be determined in each case for a no-par value share of the Company must, with the exception of cases in which a conversion obligation is provided for, be at least 80% of the volume-weighted average closing price of the Company's shares or the closing price of the ADSs to be converted into amounts per share on the Primary Stock Exchange on the last ten trading days prior to the date of the Management Board's resolution on the issue of the respective bonds (the "Issue Date"). In the event that a subscription right is granted, the subscription period is decisive instead of the last ten trading days prior to the Issue Date, with the exception of the days of the subscription period that are required for the option or conversion price to be announced in due time in accordance with section 186 para. 2 sentence 2 AktG. Section 9 para. 1 AktG and section 199 AktG remain unaffected.

In the cases of the right of substitution and the option or conversion obligation, the option or conversion price must, in accordance with the Bond conditions, be at least either the above- mentioned minimum price or the arithmetic mean of the closing prices of the Company's shares or the closing prices of the ADSs to be converted into amounts per share on the Primary Stock Exchange on the last ten trading days prior to the final maturity date or the other specified date, even if this average price is below the above-mentioned minimum price (80%). Section 9 (1) AktG and section 199 AktG remain unaffected.

1. Protection against dilution

The option or conversion price may, notwithstanding section 9(1) AktG, be reduced on the basis of a dilution protection clause in accordance with the terms and conditions if the Company increases the share capital during the option or conversion period by (i) increasing the share capital from Company funds or (ii) increasing the share capital or selling treasury shares while granting an exclusive subscription right to its shareholders or (iii) issuing further Bonds with option or conversion rights or option or conversion obligations while granting an exclusive subscription right to its shareholders, and in cases (ii) and (iii) the holders or creditors are not granted a subscription right to which they would be entitled after exercising the option or conversion right or after fulfillment of the option or conversion obligation. The reduction of the option or conversion price may also be effected by a cash payment upon exercise of the option or conversion right or upon fulfillment of an option or conversion obligation. The terms and conditions may also provide for an adjustment of the option or conversion rights or option or conversion obligations in the event of a capital reduction or other measures or events that are associated with an economic dilution of the value of the option or conversion rights or option or conversion obligations (e.g. dividends, acquisition of control by third parties).

gg) Subscription right and authorization to exclude subscription rights

The shareholders must generally be granted subscription rights, i.e. the Bonds must generally be offered to the Company's shareholders for subscription. The Bonds may also be underwritten by one or more banks, securities institutions or companies within the meaning of section 186(5) sentence 1 AktG specified by the Management Board with the obligation to offer them to the Company's shareholders for subscription (so-called indirect subscription right). If the Bonds are issued by a company directly or indirectly majority-owned by the Company, the Company must ensure that the statutory subscription right is granted to the shareholders in accordance with the above sentence.

However, the Management Board is authorized, with the approval of the Supervisory Board, to

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