BioNTech : Joint report of the Management Board of BioNTech SE and the management of BioNTech Individualized mRNA Manufacturing GmbH on the domination and profit and loss transfer agreement pursuant to Sec. 293a of the German Stock Corporation Act

English Convenience Translation - the German language joint report is decisive

Joint report of the Management Board of BioNTech SE, Mainz, and the management of BioNTech Individualized mRNA Manufacturing GmbH, Mainz, on the conclusion of a domination and profit and loss transfer agreement between BioNTech SE and BioNTech Individualized mRNA Manufacturing GmbH pursuant to Sec. 293a of the German Stock Corporation Act (Aktiengesetz - AktG)

The Management Board of BioNTech SE (in the following "BioNTech" or "Controlling Company") and the management of BioNTech Individualized mRNA Manufacturing GmbH (in the following "BioNTech Individualized mRNA" or "Controlled Company") submit the following joint report on the intended conclusion of a domination and profit and loss transfer agreement between BioNTech and BioNTech Individualized mRNA pursuant to Art. 9 para. 1 c) ii) SE-Regulation and Sec. 293a para. 1 AktG.

1. Conclusion and effectiveness of the domination and profit and loss transfer agreement

The Management Board of BioNTech and the management of BioNTech Individualized mRNA intend to conclude a domination and profit and loss transfer agreement between the two companies. Under this domination and profit and loss transfer agreement, BioNTech would be the controlling company and BioNTech Individualized mRNA would be the controlled company.

The domination and profit and loss transfer agreement must first be in writing. Furthermore, the Annual General Meeting of BioNTech must approve the agreement with a majority of three- quarters of the share capital represented at the time the resolution is adopted. The shareholders' meeting of BioNTech Individualized mRNA must also approve the conclusion by notarized shareholders' resolution with a majority of three-quarters of the share capital represented when the resolution is adopted. Upon entry in the Commercial Register of BioNTech Individualized mRNA, the domination and profit and loss transfer agreement will then become effective under civil law.

The next Annual General Meeting of BioNTech will be held on May 25, 2023 and will vote on the conclusion of the domination and profit and loss transfer agreement. After the Annual General Meeting of BioNTech, the shareholders' meeting of BioNTech Individualized mRNA will approve the conclusion of the domination and profit and loss transfer agreement in the short term.

At the time of reporting, BioNTech Individualized mRNA is a sole subsidiary of BioNTech. There are no outside shareholders of BioNTech Individualized mRNA. Consequently, payments to outside shareholders are not required.

The Management Board of BioNTech and the management of BioNTech Individualized mRNA intend to conclude the draft domination and profit and loss transfer agreement only after the Annual General Meeting of BioNTech and the shareholders' meeting of BioNTech Individualized mRNA have given their respective approvals.

2. Contracting parties

2.1 BioNTech

BioNTech was established as a stock corporation by Articles of Association dated June 2, 2008 and entered in the Commercial Register (formerly Bonn Local Court, HRB 16295) on June 9, 2008. On January 16, 2009, it was resolved to transfer the Company's registered office from Bonn to Mainz. As of February 16, 2009, the Company was registered under HRB 41865 in the Commercial Register of the Local Court of Mainz. After the change of legal form into an SE, BioNTech is registered in the Commercial Register of the Local Court of Mainz under HRB 48720. The share capital of BioNTech currently amounts to EUR 248,552,200.00 and is divided into 248,552,200 no-par value shares. The shares are registered. The fiscal year is the calendar year.

According to the Articles of Association of BioNTech, the object of the company is the research and development, production and marketing of immunological and RNA-based drugs and test methods for the diagnosis, prevention and therapy of cancer, infectious diseases and other serious illnesses. BioNTech is authorized to engage in all transactions and take all measures that serve the purpose of the company. BioNTech is also entitled to establish other companies, to acquire them, to participate in other companies and to manage such companies or to limit itself to the management of the participation.

Members of the Management Board of BioNTech are

• Prof. Uğur Şahin, M.D. (Chief Executive Officer),
• Dr. Sierk Poetting (Chief Operating Officer),
• Mr. Jens Holstein (Chief Financial Officer),
• Mr. Sean Marett (Chief Business and Chief Commercial Officer),
• Prof. Özlem Türeci, M.D. (Chief Medical Officer), and
• Mr. Ryan Richardson (Chief Strategy Officer).

In accordance with the Articles of Association, the Supervisory Board of BioNTech consists of six members, all of whom were elected by the shareholders. The Supervisory Board of BioNTech currently consists of Mr Helmut Jeggle (Chairman of the Supervisory Board), Prof. Christoph Huber, M.D., Mr Michael Motschmann, Ulrich Wandschneider, Ph.D., Prof. Anja Morawietz, Ph.D. and Prof. Rudolf Staudigl, Ph.D.

On average, BioNTech had 1,936 employees in 2022.

BioNTech's annual financial statements under commercial law for the 2022 financial year show a balance sheet total of EUR 22,586,905,939.52 and a net profit for the year of EUR 8,626,046,513.06. For further information on the business development and the earnings

situation of BioNTech, please refer to the annual financial statements and the management report of BioNTech for the 2022 financial year.

2.2 BioNTech Individualized mRNA

BioNTech Individualized mRNA, with its registered office in Mainz (Mainz Local Court, HRB 51925), was founded with a share capital of EUR 25,000.00 under the current name BioNTech Individualized mRNA Manufacturing GmbH, according to the entry in the Commercial Register Local Court of Mainz on 23 March 2023.

The object of BioNTech Individualized mRNA is the is the development, production and distribution of medicinal products and medical devices (not retail) as well as materials intended for use in pharmacology and toxicology.

The business year is the calendar year. The first financial year begins with the entry of the company in the commercial register on 23 March 2023 and ends on 31 December 2023. There are therefore no financial statements of BioNTech Individualized mRNA under commercial law for the financial year 2022.

The managing directors of BioNTech Individualized mRNA are Dr. Sierk Poetting, Mr Martin Lang, Dr. Oliver Hennig and Jan Kürschner.

Due to its foundation in 2023, BioNTech Individualised mRNA had no employees on average in 2022.

3. Reasons for the conclusion of a domination and profit and loss transfer agreement

The conclusion of the control and profit and loss transfer agreement between BioNTech and BioNTech Individualized mRNA serves to establish a consolidated tax group for corporate income tax and trade tax purposes between BioNTech and BioNTech Individualized mRNA, which enables profits arising at the level of BioNTech Individualized mRNA to be offset against existing losses at the level of BioNTech.

The domination and profit and loss transfer agreement represents an economically sensible and thus common instrument for the integration of subsidiaries in the group. The domination and profit and loss transfer agreement should be concluded because of the tax advantages for the group as described below.

The agreement of the domination and profit and loss transfer agreement is a prerequisite for the establishment of the consolidated tax group for corporate income tax and trade tax purposes between BioNTech and BioNTech Individualized mRNA pursuant to Sec. 14 para. 1 Sentence 1 No. 3, Sec. 17 para. 1 of the German Corporate Income Tax Act (Körperschaftssteuergesetz

• KStG), Sec. 2 para. 2 Sentence 2 of the German Trade Tax Act (Gewerbesteuergesetz - GewStG). The consolidated tax group for corporate income tax and trade tax purposes results in a combined taxation of BioNTech Individualized mRNA as the controlled company and BioNTech as the controlling company. This has the advantage that positive and negative results

of the Controlled Company can be offset against negative or positive results of the Controlling Company.

In addition, it is avoided that profit distributions of BioNTech Individualized mRNA to BioNTech are to a certain extent subject to taxation as non-deductible operating expenses.

By establishing a consolidated tax group for corporate income tax and trade tax purposes between BioNTech and BioNTech Individualized mRNA, an optimal structure is thus achieved for corporate income tax and trade tax purposes.

The conclusion of a domination agreement pursuant to Sec.291 AktG may serve to maintain the organizational integration as a prerequisite for the consolidated tax group for VAT purposes. The prerequisite for such a fiscal unity for VAT purposes is the so-called organizational integration of the Controlled Company into the Controlling Company. This can be achieved, among other things, through personal identity in the management bodies of the companies. However, organizational integration can also be achieved by concluding and implementing a domination and profit and loss transfer agreement. The agreement is intented to ensure that the consolidated tax group for sales tax purposes will continue to exist even without personal identity in the management bodies of BioNTech and BioNTech Individualized mRNA. The domination and profit and loss transfer agreement to be concluded is therefore an efficient instrument of ensuring fiscal unity for VAT purposes.

Fiscal unity does not result in the general tax obligations of BioNTech Individualized mRNA ceasing to apply. As before, BioNTech Individualized mRNA must determine its income in accordance with general provisions, separately from the Controlling Company. Under commercial law, the annual net profit generated by the Controlled Company must be transferred to the Controlling Company. This transfer obligation is shown in the annual financial statements of BioNTech Individualized mRNA as a liability to affiliated companies. Any net loss incurred is to be offset by the parent company.

The allocation of income for tax purposes must be distinguished from the allocation under commercial law. It is not the net profit or loss for the year that is allocated to the Controlling Company, but the income of the Controlled Company determined in accordance with tax regulations. For example, non-deductible expenses, tax-exempt income and permissible allocations to reserves therefore lead to differences between the income to be allocated and the commercial balance sheet result to be transferred.

4. Explanation of the domination and profit and loss transfer agreement

The following should be noted with regard to the individual provisions of the domination and profit and loss transfer agreement between BioNTech and BioNTech Individualized mRNA:

4.1 Control (clause 1 of the agreement)

By virtue of the provision in clause 1 of the agreement, the Controlled Company places its management under the control of the Controlling Company. Accordingly, the Controlling Company is entitled to issue instructions to the management of the Controlled Company with regard to the management of the Controlled Company. The agreement clarifies under clause

1. of the agreement that, notwithstanding the fundamental right of the Controlling Company to issue instructions, the management and representation of the Controlled Company shall continue to be the responsibility of the management of the Controlled Company.

1. Transfer of Profits (clause 2 of the agreement)

By virtue of the provision in clause 2.1 of the agreement, the Controlled Company undertakes, subject to the formation and release of reserves pursuant to Clause 2.2 of the Agreement, to transfer to the Controlling Company its entire profit arising during the term of the agreement without the transfer of profit. For the extent of the profit to be transferred, reference is made to the statutory provision of Sec. 301 AktG as amended from time to time. This means that, in accordance with the currently valid version of Sec. 301 Sentence 1 AktG, the maximum profit to be transferred to BioNTech is the net income for the year arising without the profit transfer, less any loss carried forward from the previous year and the amount blocked from distribution pursuant to Sec. 268 para. 8 of the German Commercial Code (Handelsgesetzbuch - HGB).

Clause 2.2 of the agreement stipulates that the Controlled Company may, with the consent of the Controlling Company, transfer amounts from the net income to other revenue reserves (Sec. 272 para. 3 HGB) (only) to the extent that this is economically justified on the basis of a reasonable commercial assessment and permissible under commercial law. In this case, the profit to be transferred is reduced accordingly. Pursuant to clause 2.2 of the agreement, the Controlling Company may demand that other revenue reserves formed at the Controlled Company during the term of the agreement be dissolved and used to offset a net loss for the year or transferred as profit, unless Sec. 301 AktG, as amended, precludes this.

Clause 2.3 of the agreement clarifies that the transfer of amounts from the reversal of capital reserves (Sec. 272 para. 2 No. 4 HGB) and of revenue reserves formed prior to the commencement of this Agreement is excluded. The same applies to any pre-contractual profit carried forward.

Pursuant to clause 2.4 of the agreement, the claim to profit transfer shall arise at the end of the fiscal year of the Controlled Company and shall become due at that time.

4.3 Transfer of Losses (clause 3 of the agreement)

Pursuant to clause 3.1 of the domination and profit and loss transfer agreement, BioNTech is obliged to assume the losses of BioNTech Individualized mRNA in accordance with the provisions of Art. 9 para. 1 c) ii) SE-Regulation and Sec. 302 AktG as amended. According to the currently valid version of Sec. 302 para. 1 AktG, BioNTech must offset any annual loss of