Uniper : Annual Financial Statements (German GAAP) 2023

23Uniper SE Financial Statements pursuant to German GAAP and Combined Management Report for the Financial Year 2023

Annual

Report

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Only the German version of this Annual Report is legally binding.

2023

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Contents

	Page
Balance Sheet	2
Income Statement	3
Notes	4
Auditor's Report	29

The management report of Uniper SE is combined with the management report of the Uniper Group. The combined management report is published in the 2023 Annual Report of the Uniper Group. The annual financial statements and the combined management report of the Uniper Group and of Uniper SE for the 2023 fiscal year are submitted to the Company Register ("Unternehmensregister") and are accessible via the website of the Company Register ("Unternehmensregister").

Uniper SE

Annual Report 2023

Balance Sheet of Uniper SE

			December 31,
€ in millions
Note	2023	2022
Tangible assets		3.2	3.2
Financial assets		15,961.5	15,961.5
Fixed assets	(1)	15,964.7	15,964.7
Receivables and other assets	(2)	20,000.9	27,795.1
Securities		1,499.9	1,301.1
Bank balances		2,167.8	2,448.7
Current assets		23,668.6	31,544.9
Accrued expenses		13.0	3.8
Total assets		39,646.3	47,513.4
Capital stock		416.5	14,160.2
Additional paid-in capital		8,943.9	10,824.9
Retained earnings		178.3	178.3
Net income / Net loss		0.0	-24,202.2
Equity	(3)	9,538.7	961.2
Provisions for pensions and similar obligations	(4)	77.4	76.0
Provisions for taxes		348.6	34.4
Other provisions	(5)	2,371.0	143.3
Provisions		2,797.0	253.7
Liabilities to banks		7.0	8,672.4
Liabilities to affiliated companies		26,585.5	37,570.1
Liabilities to entities in which an equity interest exists		0.1	-
Other liabilities		718.0	55.8
Liabilities	(6)	27,310.6	46,298.3
Deferred income		-	0.2
Total equity and liabilities		39,646.3	47,513.4

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Income Statement of Uniper SE

€ in millions	Note	2023	2022
Other operating income	(7)		1,980.8	2,706.0
Personnel costs	(8)		-82.1	-63.7
Depreciation			-0.5	-0.5
Other operating expenses	(9)		-4,425.1	-3,239.0
Other interest and similar income	(10)		611.7	239.1
Write-downs of financial assets			-	-2,557.2
Interest and similar expenses	(10)		1,295.6	-375.7
Income from transfers of profits	(11)		12,305.9	-
Expenses from transfers of losses	(11)		-	-21,067.3
Income taxes	(12)		-517.6	156.1
Income/Loss after taxes			8,577.2	-24,202.2
Net income/loss for the year			8,577.5	-24,202.2
Loss carried forward from the previous year			-24,202.2	-
Income from reduction of capital 1)			13,743.7	-
Transfer to (restricted) capital reserve pursuant to the provisions of			-13,743.7	-
AktG, EnSiG and WStBG
Expense from cancellation of treasury shares provided at no cost			- 2)	-
Income from dissolution of (free) capital reserves			- 3)	-
Withdrawal from (restricted) capital reserves			15,624.7	-
Net income available for distribution / Net loss carried forward			0.0	-24,202.2
1) Calculation: €5,830,654,648.00 + €7,913,031,308.00 + €18.70 = €13,743,685,974.70 · 2) € -18.70 · 3) €18.70

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Notes to the 2023 Financial Statements of Uniper SE

Basis of Presentation

Uniper SE, Düsseldorf, is registered in the Commercial Register of the Düsseldorf District Court under the number HRB 77425.

Uniper is an international energy company with operations in more than 40 countries and with some 7,000 employees. Its business is the secure provision of energy and related services in an increasingly decarbonizing environment in accordance with the requirements of energy and climate policy and the regulatory environ- ment, as well as related voluntary commitments. The parent company of the Uniper Group is Uniper SE; the corporate headquarters are in Düsseldorf, Germany.

Since December 21, 2022, the Federal Republic of Germany (the German state) has held a 99.12% interest and thus has control over Uniper SE via UBG Uniper Beteiligungsholding GmbH with registered office in Berlin (Charlottenburg District Court, HRB 248168 B), a wholly owned subsidiary of the Federal Republic of Germany. As a listed group, Uniper publishes its quarterly statements, half-year interim financial statements, and consolidated annual financial statements.

The shares of Uniper SE are traded on the Frankfurt Stock Exchange's regulated market in its subsegment with additional post-admission obligations (the "Prime Standard"). Effective December 27, 2022, Uniper was removed from the SDAX since its free float dropped below 10% in connection with the takeover by the Federal Republic of Germany. Uniper remains in the CDAX.

The annual financial statements and the management report have been prepared in accordance with the provisions of the German Commercial Code ("HGB") and the EU Regulation on the Statute for a European company (SE), in conjunction with the German Stock Corporation Act ("AktG"), and the German Electricity and Gas Supply Act (Energy Industry Act, "EnWG").

Uniper SE is a large corporation.

The annual financial statements are prepared in euro ("€") and amounts are stated in millions of euro. Uniper SE applies commercial rounding. Any rounding differences existing between individual amounts and totals are accepted.

The fiscal year corresponds to the calendar year.

In order to improve the clarity and informative value of the presentation, certain items of the balance sheet and in the income statements are combined pursuant to Section 265 (7), no. 2, HGB and then shown and explained separately in these Notes. The income statement has been prepared using the nature-of-expense method.

Uniper SE is the parent company that is responsible for preparing the consolidated financial statements and the group management report for the largest and the smallest group of companies.

Uniper SE

Annual Report 2023

Compliance Statement Pursuant to Section 161 AktG

In January 2024, the Management Board and Supervisory Board of Uniper SE issued a statement of compliance with the German Corporate Governance Code pursuant to Section 161 of the German Stock Corporation Act and published it on the Internet at www.uniper.energy under the heading Investors to make it permanently accessible to the Company's stockholders.

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Accounting and Disclosure Policies

Unless otherwise indicated, the accounting and measurement principles previously applied remain in use un- changed.

Assets

Fixed Assets

Items of property, plant and equipment are capitalized at cost and depreciated on a straight-line basis. Unless otherwise specified, the useful lives used are the ordinary useful lives. Depreciable assets with costs of up to €250 are fully expensed in the year of acquisition. A collective item is created for those assets acquired on or after January 1, 2018, if the cost of acquisition for the individual asset is more than €250, but less than €1,000, and if that collective item is not material to the presentation of assets, financial condition and earnings. One- fifth of the respective collective item is written down in the year it is created and in each of the next four fiscal years.

Financial assets are measured at the lower of cost or fair value. Acquisitions and mergers are recognized at book values or fair values. Interest-bearing loans are carried at their nominal values; long-terminterest-free and low-interest loans and receivables are carried at present value. If the book value of a financial asset measured according to these principles is higher than its fair value on the balance sheet date, an impairment charge is recognized if a long-term loss of value is expected. If the reason for the impairment no longer exists, the charge is reversed.

Current Assets

The values of receivables and other assets are adjusted to account for identifiable individual risks using valuation allowances. Receivables are carried at their nominal amounts less reasonable valuation allowances for possible default risks (lower of amortized cost and fair value).

Foreign-currency receivables with a remaining term of more than one year are measured at the exchange rate applicable at the time of initial recognition or at the lower mid-market spot exchange rate on the reporting date. Short-termforeign-currency receivables with a remaining term of one year or less are converted at the mid-market spot exchange rate on the balance sheet date, without regard to the restriction of the acquisition cost or the realization principle.

Receivables from and liabilities to affiliated companies are presented net if the accounting prerequisites for offsetting are satisfied. Security payments made are recognized at nominal value within other assets.

Securities are measured at the lower of acquisition costs or market value or their redemption value.

Liquid funds are accounted for at their nominal amounts. Bank balances held in foreign currency are valued at the period-end exchange rate.

Accrued Expenses

Reported as accrued expenses are amounts paid before the reporting date that represent expenses for a specific period after the reporting date.

Deferred Taxes

Deferred taxes are determined for temporary differences between valuations of assets, liabilities and accruals for financial accounting under HGB and for tax accounting purposes. Deferred taxes are determined for such temporary differences based on the combined income tax rate, currently 31%. The combined income tax rate includes corporate income tax, trade tax and the solidarity surcharge. Any resulting net tax liability would be recognized on the balance sheet as a deferred tax liability. If the net result is a tax asset, the recognition option is not exercised. The net result for 2023 was a deferred tax asset, which was not reported on the balance sheet.

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Pension Plan Assets

To cover retirement benefit obligations toward employees, corresponding funds have been invested under a so-called Contractual Trust Arrangement ("CTA") in a German specialized investment fund and an interest in a Luxembourg partnership. The legal owner of the German specialized investment fund and of the Luxembourg partnership is Uniper Pension Trust e.V. ("UPT"), Düsseldorf.

UPT centrally administers the pension plan assets as trustee for Uniper SE in the form of units of a German specialized investment fund "PSF" (securities) and units of UPT Global Alternatives S.C.S. SICAV-SIF ("UGA"), Luxembourg. UGA is a specialized investment fund organized under Luxembourg law, in the legal form of a limited partnership, that invests in real estate funds or private equity funds.

These special-purpose assets are shielded from all other creditors.

Pension plan assets are measured at fair value. This valuation effect is recognized in interest income. The fair value is offset against the underlying obligations in accordance with Section 246 (2), sentence 2, HGB. The associated expense and income from interest effects and from the assets to be off- set is treated in a similar manner. The resulting accumulated benefit obligation is recognized under provisions.

Equity and Liabilities

Equity

The capital stock is reported at its nominal amount.

Additional paid-in capital was recognized pursuant to Section 272 (2), no. 1, HGB and pursuant to Section 272 (2), no. 4, HGB.

Provisions

Provisions take into account all identifiable risks in the context of HGB regulations and are recognized at settlement amounts determined through reasonable commercial judgment. Other provisions include future price and cost increases if sufficient objective indicators are available for such increases. Provisions with a remaining term of more than one year are discounted at the average market interest rate for the past seven years that corresponds to their remaining term to maturity.

To the extent required, discounting was performed in accordance with statutory provisions, taking into account the German Regulation on the Discounting of Provisions.

Pensions and similar obligations are measured using the internationally recognized projected unit credit method. In this method, the amount of the pension obligations is calculated based on the defined benefit obligation at the balance sheet date, allowing for future wage and salary increases. Pension obligations, as well as benefits in kind that resemble retirement benefits and are considered to be a retirement benefits component, are discounted using the average market interest rate for the past ten years as published by the Deutsche Bun- desbank over an assumed remaining term to maturity of 15 years.

A wage and salary growth rate and a benefit increase rate are also taken into account. The basis for the actuarial computations to determine the provision is formed by the 2018 G versions of the Klaus Heubeck biometric tables ("Richttafeln"). The final age used for measurement purposes is generally the earliest possible age limits under the statutory retirement pension system in Germany, taking into account the provisions of the Retirement Pension Age Limit Adjustment Act ("RV-Altersgrenzenanpassungsgesetz") of April 20, 2007. For employees who have concluded early retirement or semiretirement arrangements, the contractually agreed final age is taken into account. Furthermore, employee turnover probabilities are also applied.

Effective January 1, 2023, Uniper introduced a new occupational retirement pension system in Germany: a "pure" defined contribution plan. When it was implemented, most existing employees covered by existing benefit plans were given the choice in the second quarter of 2023 to have future contributions paid into this pure defined contribution plan effective as of the July 1, 2023, changeover date. On the basis of Section 1 (2), sentence 2a, of the Occupational Retirement Pensions Improvement Act (BetrAVG), future pension benefits are delivered through the indirect implementation path of the pension fund, and the plan is thus an indirect pension commitment for which, in accordance with Art. 28 (1), sentence 2, of the Introductory Law to the German

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Annual Report 2023

Commercial Code (EGHGB), a provision does not have to be recognized. The contractual design of the pure defined contribution plan precludes the disclosure of a deficit pursuant to Art. 28 (2) EGHGB.

Employees have a legal right to receive risk-related benefits under the pure defined contribution plan directly from the employer. Because they are occupational retirement benefits within the meaning of Section 1 (1), sentence 1, BetrAVG, a pension provision is recognized for these benefits in accordance with Section 249 (1) HGB.

Pursuant to the German law for the improvement of occupational retirement pensions ("BetrAVG"), Uniper SE still bears secondary liability for pension benefits delivered through the indirect implementation path of the pension fund. Provisions were not recognized for these indirect pension obligations amounting to €2.0 million. The deficit due to unrecognized benefit obligations/entitlements as defined by Art. 28 (2) of the Introductory Law to the German Commercial Code ("EGHGB") was €0.4 million.

The computation of long-service bonus obligations is also performed using the internationally recognized projected unit credit method. Long-service bonus obligations, loyalty leave obligations and death benefit obligations are discounted using the average market interest rate for the past seven years as published by the Deutsche Bundesbank, with an assumed residual term of 15 years. A wage and salary growth rate is also taken into account. The actuarial provision calculations are based on the 2018 G versions of the K. Heubeck biometric tables ("Richttafeln").

A duration of 4.00 years is assumed for early retirement obligations. The interest rate for these durations was derived by means of linear interpolation from the interest rates published by the Deutsche Bundesbank. A wage and salary growth rate is also taken into account. The actuarial provision calculations are based on the 2018 G versions of the K. Heubeck biometric tables.

In accordance with Section 254 HGB, Uniper SE recognizes provisions for losses from valuation units. Additionally recognized are provisions for anticipated losses from open transactions according to Section 249 HGB and provisions for uncertain liabilities.

Liabilities

Liabilities are recognized at their settlement amount on the balance sheet date.

Foreign-currency liabilities with a remaining term of more than one year are measured at the exchange rate applicable at the time of initial recognition or at the higher mid-market spot exchange rate on the reporting date. Short-termforeign-currency liabilities with a remaining term of one year or less are converted at the mid-market spot exchange rate on the reporting date, without regard to the restriction of the highest-value or the realization principle.

Deferred Income

Reported as deferred income are amounts received before the reporting date that represent income for a specific period after the reporting date.

Other Items

Derivative Financial Instruments

Derivative financial instruments are used especially to hedge against currency risks of receivables and liabilities from Group financing and from other intragroup foreign currency transactions. The underlying transactions are aggregated with their associated hedges in separate so called macro-hedge valuation units for each currency. Transactions contained in a macro hedge are valued individually as of the balance sheet date. Foreign exchange forwards and swaps are valued at the forward rate on the balance sheet date.

The valuation of each macro hedge is derived from the difference between market values and acquisition costs. According to HGB accounting principles, a negative valuation result for the macro hedge requires the recognition of a provision for losses from valuation units, while a positive valuation result is generally disregarded. Uniper SE accounts for the valuation units using the net hedge presentation method.

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The Company is integrated into the risk management system of the Uniper Group. All major identified risks are reported to the central Enterprise Risk unit, where they are controlled using an integrated approach considering the Group's risk orientation and within the existing limits (value at risk).

Uniper SE

Annual Report 2023

Minimum Taxation

Uniper SE is part of the Uniper Group, which is covered by the scope of German Minimum Tax Act. This legislation transposed the EU directive implementing the Pillar Two model rules into German law in 2023 and takes effect on January 1, 2024.

There is no impact on the recognition and measurement of deferred taxes, as temporary differences arising from the application of the Minimum Tax Act are not to be recognized according to Section 274 (3) HGB. Under the legislation, Uniper is obliged to pay an additional tax per country in the amount of the difference between the Global Anti-Base Erosion (GloBE) effective tax rate and the minimum tax rate of 15%. The actual tax expense or income resulting from the application of the minimum tax law has to be reported by the company in accordance with Section 285 No. 30a HGB. The global minimum taxation only applies to financial years beginning on or after January 1, 2024, meaning that no actual taxes have yet to be recognized as at December 31, 2023. Given the complexity of the legal regulations, the quantitative effects of the legislation cannot yet be reliably estimated. On the basis of estimates based on prior-year periods, the current financial year and planning data, Uniper does not currently expect any material tax burdens from the implementation.

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