BioNTech : Report of the Supervisory Board on the 2022 financial year

Report of the Supervisory Board on the financial year 2022

The 2022 financial year was a significant and challenging year for BioNTech SE. The Management Board, together with the employees, continued to drive the transformation of the Company and made significant progress to further strengthen BioNTech's position as a global, fully integrated biopharmaceutical company with a maturing product pipeline. The transformation also takes account of the Company's evolved vision. Since its founding in 2008, BioNTech's vision has evolved from precision medicine for personalized cancer treatment to broader goals that include medical breakthroughs in infectious diseases and autoimmune diseases, as well as the aspiration to make these treatments accessible worldwide.

In 2022, it was essential for the Company to act with foresight to mitigate various global issues and resulting risks, and to contribute and offer support wherever possible. These issues include the ongoing war between Russia and Ukraine, the COVID-19 pandemic with new virus variants and regional outbreaks, geopolitical and geo-economic tensions between different economic systems, inflation with massive impact on energy and commodity prices, gaps and disruptions in supply chains, as well as the recent natural disasters that primarily affected Türkiye and Syria, among others.

BioNTech successfully assumed the responsibility to contribute at various points, while setting an important course for its own future development. The Company's focus was to establish and expand important business areas, its internationalization, as well as the further development of its pipeline. At the same time, the Company adapted its COVID-19 vaccine to two Omicron sublineages and advanced it to regulatory approval. BioNTech continued to grow organically in 2022, primarily in R&D and central functions. In addition, planned mergers and acquisitions have strengthened BioNTech's position to become one of the leading global biopharmaceutical companies with the potential to innovate and launch products in the coming years and decades. The 2022 financial year was also operationally successful and BioNTech remains well positioned on a growth trajectory to further implement its strategy.

BioNTech initiated the process of its transformation with its IPO in 2019, and has driven it successfully since then. At that time, the Company had only one program in an advanced Phase 2 of clinical development. Now, BioNTech has five product candidates in Phase 2 trials having generated clinical data and achieved important milestones. We support the strategy of the Management Board to focus on investing in Phase 2/3 clinical trials with registrational potential in various cancer indications in the current and upcoming financial years. The goal is to achieve a number of product approvals in cancer indications with high unmet medical need starting in 2026.

We, the Supervisory Board, closely followed the business activities of the Management Board in fulfillment of our advisory and supervisory function. Throughout the financial year 2022, the Supervisory Board, under my Chairmanship, performed its duties and obligations in accordance with the law and the Articles of Association, as well as its Rules of Procedure.

The Supervisory Board grew in the past financial year. Prof. Anja Morawietz, Ph.D., and Prof. Rudolf Staudigl, Ph.D. were elected as Members of the Supervisory Board of BioNTech SE at the Annual General Meeting which took place on June 1, 2022. Prof. Anja Morawietz, Ph.D., is professor of external accounting and general business administration at the Nuremberg University of Applied Sciences Georg Simon Ohm. She has profound knowledge of accounting and auditing. Her research areas are financial and sustainability reporting as well as developments in corporate governance. Prof. Rudolf Staudigl, Ph.D., is an independent consultant and member of the Supervisory Board of TÜV Süd AG. He has extensive knowledge in the areas of manufacturing, science, and international markets, with a focus on China and India. As a long-time CEO of Wacker Chemie AG, a globally active chemical company, he also has a deep understanding of biotechnological products.

This expansion of the Supervisory Board took into account the continued growth of BioNTech and allowed the Company to bring additional expertise and experience to the Supervisory Board.

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Control and monitoring function of the Supervisory Board towards the Management Board

The Supervisory Board continuously monitored the Management Board, regularly advised it, and oversaw the strategic development of the Company.

As the Supervisory Board, we closely follow the rapid development of the Company, and we apply our know-how, entrepreneurial focus, and approach of agile control to support BioNTech's business activities and its team. Among other things, the Management Board regularly informed us, the Supervisory Board, about current business activities and future business planning (including financial, investment and personnel planning). In addition, we regularly consulted with the Management Board on the risk situation, risk management and compliance in the Company. As Chairman of the Supervisory Board, I was also in regular contact with the Management Board beyond the Supervisory Board meetings, and routinely informed about all matters relating to the Company, its legal and business relations with affiliated companies, and all significant business transactions and matters at these companies that were affiliated with the Company.

On the basis of reporting by the Management Board, which was prepared in cooperation with the respective specialist departments, we discussed business developments and events of importance to the Company in detail. Where necessary, the Supervisory Board was supported in this by the respective responsible committees. We as the Supervisory Board maintain an active dialogue to embrace the rapid development of BioNTech and to review decisions made by the Management Board without delays and by taking into account the opportunities and risks. In doing so we always keep in mind the Company's goals, for example, the goal of bringing several products to market-readiness by 2030. The Supervisory Board was directly involved at an early stage in all decisions of fundamental importance to the Company. Where the law, the Articles of Association or the Rules of Procedure required the approval of the Supervisory Board for individual measures, a corresponding resolution was passed. The Supervisory Board approved the respective resolutions proposed by the Management Board after thorough examination and discussion.

The cooperation with the Management Board was characterized by responsible and goal-oriented action in every respect. The Management Board fulfilled its reporting obligations to the Supervisory Board fully, both verbally and in writing, so that the Supervisory Board was always able to be assured of the legality and regularity, appropriateness, and economic efficiency of the management of the Company.

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Focus topics and meetings of the Supervisory Board

A total of 10 ordinary meetings were held in the financial year 2022 during which the strategic development of the Company was discussed together with the Management Board. The 2022 meetings were held on February 7, March 10, March 21, March 24, March 30, April 1, May 30, June 1, September 15, and December 15, 2022. All members of the Supervisory Board attended the individual meetings. Members of the BioNTech Management Board also attended some of these meetings. The meetings on March 10, May 30, September 15, and December 15, 2022, were each attended by all members of the Management Board. Sierk Poetting, Ph.D. attended the meeting on February 7. Sierk Poetting, Ph.D. and Jens Holstein attended the meeting on March 21. Jens Holstein, Sean Marett, Prof. Özlem Türeci, M.D. and Ryan Richardson attended the meeting on March 24. Jens Holstein and Ryan Richardson attended the meeting on March 30. The meetings held on April 1 and June 1 were not attended by any member of the Management Board. Within the framework of the meetings and outside the meetings, the Supervisory Board also met and discussed regularly without the Management Board. Five out of the 10 meetings were held in person, the other five meetings took place in the form of telephone and video conferences.

The focus of the ordinary meetings in the financial year 2022 was on deliberations regarding the continued development of the Company's business related to its developed COVID-19 vaccine and the associated strategic decisions regarding adaptions to the Omicron sublineage, as well as decisions with regard to manufacturing, supply, delivery and distribution of the vaccine worldwide. Another focus was deliberations regarding the Company's pipeline development in the areas of oncology and infectious diseases, as well as on the completion of new strategic collaborations.

The Supervisory Board was also involved with decisions about the strengthening and development of the corporate strategy, including the growth of the Company and the accompanying expansion into various regions worldwide.

In addition to the focus topic of the COVID-19 vaccine program and the pipeline expansion in the areas of oncology and other immunotherapies, the Supervisory Board addressed the following topics during the 2022 financial year:

• Review of manufacturing of the COVID-19 vaccine, as well as its commercialization, network development, creation of a development plan adapted to changing population health needs worldwide, national and international distribution, as well as enabling global availability of the COVID-19 vaccine;
• Review of the expansion of distribution and commercialization of the COVID-19 vaccine and support of global vaccine supply to populations by entering into supply agreements as well as collaboration agreements with multiple companies and countries worldwide, as well as the development and construction of BioNTainers and a new manufacturing facility in Rwanda;
• Review of the advancement of the diversified portfolio of oncology product candidates and the achievement of clinical trial milestones in the areas of oncology and immunology , and development of IT processes to support clinical development;
• Review of strategy, structure and process development in the areas of commercialization, communication, digitization and cooperations at the respective sites;
• Review of the expansion of laboratory and manufacturing capacity and office space, as well as the development of new manufacturing facilities to expand manufacturing and distribution capacity worldwide including development and construction of BioNTainers intended to expand vaccine manufacturing worldwide;
• Review of the Company's global growth and related measures such as site expansion in Africa;
• Monitoring the Company's financing activities;

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• Completion of several collaboration, investment and licensing agreements;
• Review of the established terms and parameters for determining the restricted stock units, or RSUs, issued in December 2022 under the BioNTech Employee 2020 Long-Term Equity Plan ("BioNTech Employee 2020 Equity Plan") for employees;
• Setting the agenda and review of the draft resolutions for the 2022 Annual General Meeting and, in particular, the expansion of the Supervisory Board;
• Review and appraisal of the compensation granted and owed in the 2022 financial year and of the compensation system applied as part of the compensation report pursuant to Section 162 of the German Stock Corporation Act (AktG);
• Review and monitor the achievement of the Company's 2022 goals and the setting of the budget for the 2023 financial year;
• Review and discussion of the effectiveness of the internal control system and the results of the annual auditor's review;
• Consideration of all corporate governance issues and review of compliance with the recommendations of the Corporate Governance Code both in and after the 2022 financial year; and
• Discussion, review and approval of the submitted non-financial report published in the follow- up for the 2022 financial year.

We as members of the Supervisory Board regularly participated in training and education initiatives during the 2022 financial year, such as various workshops and training events on topics relevant to the Company. We also conducted a self-assessment after the end of the financial year 2022 to evaluate the work procedures in the Supervisory Board and with the cooperation of the Management Board.

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Committees

To implement its monitoring and advisory function, the Supervisory Board has formed three committees: an Audit Committee, a Compensation, Nomination and Governance Committee, and a Capital Markets Committee. The above-mentioned key topics were prepared by the committees, including the associated resolutions and issues, for subsequent consideration by the full Supervisory Board. Effective January 1, 2023, the participating members of the committees have changed.

The Audit Committee consisted of Ulrich Wandschneider, Ph.D., Michael Motschmann and Prof. Christoph Huber, M.D., throughout the 2022 financial year. Ulrich Wandschneider, Ph.D., is the Chairman of the Audit Committee. The Audit Committee deals in particular with the monitoring of accounting, the monitoring of the establishment and effective functioning of internal controls over financial reporting, the monitoring of compliance with SOX regulations (Sarbanes-Oxley Act Section 404), and the monitoring of the establishment and effective functioning of the risk and compliance management system. For the quarterly financial statements as of March 31, June 30, and September 30, 2022, and the annual financial statements as of December 31, 2022, the Audit Committee held discussions with the auditors and representatives of the accounting department, discussed the key points of the audit, and discussed the publications in detail with the Management Board. The Audit Committee prepared the resolutions of the Supervisory Board for the reports to be approved by the Supervisory Board. The committee met nine times in the 2022 financial year. Of these, a total of six meetings were held in person and three meetings took place as telephone or video conferences. Michael Motschmann was unable to attend one meeting, otherwise all members of the Audit Committee attended all meetings.

As of January 1, 2023, the Audit Committee members are Prof. Anja Morawietz, Ph.D. (Chairwoman), Ulrich Wandschneider, Ph.D. and Prof. Rudolf Staudigl, Ph.D.

All members of the Audit Committee for the financial year 2022, as well as all members since January 1, 2023, qualify as "independent directors" within the meaning of Rule 10A-3 under the Exchange Act and Nasdaq Rule 5605. In addition, Prof. Anja Morawietz, Ph.D., Ulrich Wandschneider, Ph.D., and Prof. Rudolf Staudigl, Ph.D. qualify as "Audit Committee financial experts" as defined under the Exchange Act. In addition, , Prof. Anja Morawietz, Ph.D., as Chairwoman of the Audit Committee, Prof. Rudolf Staudigl, Ph.D., and Ulrich Wandschneider, Ph.D., have the special knowledge and experience in the field of accounting as well as expertise in the field of auditing as required by the German Corporate Governance Code. In the area of accounting, this includes in particular knowledge and experience in the application of accounting principles and internal control and risk management systems, and in the area of auditing, special knowledge and experience in auditing financial statements. Michael Motschmann who had been a member of Audit Committee until December 31, 2022, also had this knowledge. In addition, Ulrich Wandschneider, Ph.D., and Prof. Anja Morawietz, Ph.D., possess knowledge of sustainability reporting and auditing.

The Compensation, Nominating and Corporate Governance Committee consisted of Michael Motschmann, Prof. Christoph Huber, M.D., and Ulrich Wandschneider, Ph.D., throughout the financial year 2022. As of January 2, 2023, Michael Motschmann and Prof. Christoph Huber, M.D., remain members of the Committee. Prof. Rudolf Staudigl, Ph.D., replaces Ulrich Wandschneider, Ph.D., on this Committee. To this date, Michael Motschmann remains the Chairman of this Committee. The Compensation Committee deals with fundamental issues relating to the compensation and determination of the salaries of the Management Board, and with the compensation of the Supervisory Board as well as the employee stock option programs. In the financial year 2022, it dealt in particular with the expansion of the Supervisory Board, the implementation of new Management Board contracts to be concluded in 2022, and above all the implementation of a new contract with the Chairman of the Management Board. For the expansion of the Supervisory Board, the Committee made proposals to the

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