Full Press Release Details
Convenience Translation. The German version is authoritative
ARTICLES OF ASSOCIATION OF BIONTECH SE
All of the Company's announcements shall be made exclusively in the German Federal Gazette (Bundesanzeiger).
Shareholders must generally be granted subscription rights. The shares may also be acquired by one or more
credit institutions, securities institutions or other companies within the meaning of section 186 (5) sentence 1 AktG determined by the Management Board with the obligation to offer them to the Company's shareholders for subscription (indirect
subscription right).
However, the Management Board is authorized, with the approval of the Supervisory Board, to exclude
shareholders' subscription rights for one or more capital increases as part of the Authorized Capital 2025,
The total number of new shares issued from the Authorized Capital 2025
with the exclusion of subscription rights may not exceed 10% of the share capital, neither at the time this authorization becomes effective nor - if this value is lower - at the time it is exercised. The aforementioned 10% limit shall include
(i) those shares or ADSs that are issued or sold during the term of this authorization on the basis of other authorizations with the exclusion of subscription rights, with the exception of treasury shares or ADSs used in accordance with para.
c) (iv), (v) or (vi) of the resolution on agenda item 10 of the Annual General Meeting on May 17, 2024, also in conjunction with para. f) of the resolution on agenda item 11 of the Annual General Meeting on May 17, 2024, as well as
(ii) those shares that are issued or are to be issued from conditional capital to service bonds with option and/or conversion rights or option and/or conversion obligations, provided that the bonds are issued during the term of this
authorization under exclusion of subscription rights. The above issue limitation applies to ADSs with the proviso that the number of ADSs is to be divided by the number of ADSs representing one share.
The Supervisory Board is authorized to amend the wording of the Articles of Association after full or partial implementation of the capital
increase from the Authorized Capital 2025 in accordance with the scope of the capital increase from the Authorized Capital 2025 or after expiry of the authorization period.
The Supervisory Board may issue Rules of Procedure for itself within the framework of the statutory provisions and the provisions of these
Articles of Association.
The Supervisory Board may form committees and may refer items for resolution to these committees within the scope of what is permitted by law.
In the case of litigation on the grounds of or in connection with federal or state capital market laws of the United States of America, only
the United States District Court for the Southern District of New York or, in the case of it being replaced by any other first-instance Federal Court of the United States of America having judiciary over the borough of Manhattan, such court, shall
be the competent court of jurisdiction, in each case insofar as this may be determined by these Articles of Association. This shall not affect any exclusive international jurisdiction under German or European law of the court located at the
Company's registered office.