Full Press Release Details
English Convenience Translation -
the German language version is decisive
WKN A0V9BC ISIN DE000A0V9BC4
WKN A2PSR2 ISIN US09075V1026
Invitation to the Annual General Meeting 2025
Unique identifier of the event 6b7baf20e5eaef11b53e00505696f23c
Ladies and Gentlemen,
We hereby invite our shareholders1 to the Annual General Meeting of BioNTech SE, Mainz, (the "Company") on
Friday, May 16, 2025, 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 16, 2025, via the website available at
https investors.biontech.de agm agm-2025
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 manner. 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 Gro e Bleiche 54-56, 55116 Mainz.
In addition, it is intended to broadcast the entire virtual Annual General Meeting live on Friday, May 16, 2025, 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 ( Depositary ) ( ADS Holders ) as well as to the interested public.
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.
Further details and information can be found at the end of the invitation following the 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 2024 financial year respectively as of 31 December 2024
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-2025
They will also be available there during the Annual General Meeting.
2.Resolution on the appropriation of the balance sheet profit for the 2024 financial year
The Management Board and Supervisory Board propose that BioNTech SE's balance sheet profit from the past financial year 2024 in the amount of EUR 8,232,460,140.27 be carried forward in full to new account.
3.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 2024 financial year be approved for this period.
4.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 2024 financial year be approved for this period
5.Resolution on the appointment of the auditor and the Group auditor for the 2025 financial year and the auditor for any audit or review of interim reports election of the auditor for sustainability reporting for the 2025 financial year
Based on the recommendation of the Audit Committee, the Supervisory Board proposes the following resolution
5.1EY GmbH Co. KG Wirtschaftspr fungsgesellschaft, based in Stuttgart (Cologne branch B rsenplatz 1, 50667 Cologne), is appointed as auditor and group auditor for the 2025 financial year and as auditor for any audit or review of interim financial reports (half-year financial reports and quarterly reports) for the 2025 financial year and for the first quarter of the 2026 financial year.
5.2EY GmbH Co KG Wirtschaftspr fungsgesellschaft, based in Stuttgart (D sseldorf branch Graf-Adolph Platz 15, 40213 D sseldorf), is appointed as the auditor of the sustainability report for the 2025 financial year. The election as auditor of the sustainability report is made as a precautionary measure and exclusively in the event that, as a result of the adoption of a German implementing law for Directive (EU) 2022 2464 of the European Parliament and of the Council of December 14, 2022 amending Regulation (EU) No. 537 2014 and Directives 2004 109 EC, 2006 43 EC and 2013 34 EU with regard to corporate sustainability reporting, the Company would be legally obliged to prepare a sustainability report for the 2025 financial year and an explicit appointment of the auditor of the sustainability report by the Annual General Meeting would be required.
6.Resolution on the approval of the Compensation Report
In accordance with section 162 of the German Stock Corporation Act (AktG), the Management 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 2024 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 2024 financial year, prepared and audited in accordance with section 162 AktG, be approved.
The compensation report is available from the time the Annual General Meeting is convened on our website at
https investors.biontech.de agm agm-2025
The compensation report will also be available there during the Annual General Meeting.
7.Resolution on the cancellation of the existing Authorized Capital 2021 and the creation of new Authorized Capital 2025 with the possibility of excluding subscription rights and corresponding amendment to the Articles of Association
The authorization granted to the Management Board by the Annual General Meeting on June 22, 2021, under agenda item 5 to increase the Company's share capital, with the approval of the Supervisory Board, in the period until June 21, 2026, once or several times by a total of up to EUR 123,155,040 by issuing up to 123,155,040 new no-par value registered shares against cash or non-cash contributions (Authorized Capital 2021) was partially utilized and currently still exists in the amount of EUR 122,657,313. In order to give the Company the necessary flexibility in its financing beyond 2026, the existing authorization, insofar as it has not been used, is now to be cancelled and replaced by new Authorized Capital 2025 in the amount of EUR 124,276,100 this corresponds to 50% of the current share capital. The protection of shareholders against a dilution of their shareholdings compared to the Authorized Capital 2021 is to be improved by limiting the possibility of excluding subscription rights when issuing new shares to a total of 10% of the share capital.
Against this background, the Management Board and Supervisory Board propose the following resolution
a)The Authorized Capital 2021 created by the Annual General Meeting on June 22, 2021, under agenda item 5 in accordance with section 4 (5) of the Articles of Association will, insofar as not yet utilized, be cancelled in accordance with the following para. d) with effect from the date of entry in the commercial register specified therein.
b)The Management Board is authorized, with the approval of the Supervisory Board, to increase the Company's share capital on one or more occasions in the period up to May 15, 2030, by a total of up to EUR 124,276,100 by issuing up to 124,276,100 new no-par value registered shares in return for cash and or non-cash contributions (Authorized Capital 2025). The Management Board is authorized, with the approval of the Supervisory Board, to determine the further content of the share rights and the conditions of the share issue.
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 specified 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 within the scope of the Authorized Capital 2025,
- to exclude fractional amounts from the subscription right
- in the case of a capital increase against cash contributions, if the issue price of the new shares is not significantly lower than the market price the market price is also deemed to be the price of one American Depositary Share of the Company ( ADS ) listed on the NASDAQ stock exchange multiplied by the number of ADSs representing one share. The total number of shares issued in exercise of this authorization to exclude 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 this authorization is exercised. Shares or ADSs issued or sold during the term of this authorization in direct or analogous application of section 186 (3) sentence 4 AktG with the exclusion of subscription rights are to be counted towards this limit of 10% of the share capital. Furthermore, shares or ADSs issued or to be issued to service bonds with option and or conversion rights or option and or conversion obligations shall be counted towards this limit of 10% of the share capital, provided that the bonds are issued during the term of this authorization in corresponding application of section 186 (3) sentence 4 AktG with the exclusion of subscription rights. The above issue limitation shall apply to ADSs, provided that the number of ADSs is to be divided by the number of ADSs representing one share
- in the event of a capital increase against contributions in kind, in particular for the issuance of shares as part of business combinations and the acquisition of companies, parts of companies and interests in companies or other assets or claims to the acquisition of assets including receivables from the Company and its group companies as well as license or industrial property rights
- to service option or conversion rights or obligations arising from bonds issued or to be issued by the Company and or companies in which the Company holds a direct or indirect majority interest
- to the extent necessary to grant holders or creditors of bonds with option or conversion rights or obligations issued or to be issued by the Company and or companies in which the Company holds a direct or indirect majority interest a subscription right to new shares to the extent to which they would be entitled after exercising the option or conversion rights or after fulfilling the option or conversion obligations
- to implement a scrip dividend, whereby shareholders are offered the option of contributing their dividend entitlement (in whole or in part) to the Company as a contribution in kind in return for the issuance of new shares
- if the new shares are issued as part of an incentive program and or as share-based compensation to members of the Company's Management Board, members of the management of companies affiliated with the Company within the meaning of sections 15 et seq. AktG or employees of the Company or of companies affiliated with the Company within the meaning of sections 15 et seq. AktG restrictions relating to the shares issued may be agreed. If shares are to be issued to members of the Management Board, the Company's Supervisory Board decides on the allocation in accordance with the allocation of responsibilities under stock corporation law.
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, either at the time this authorization becomes effective or - 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, provided 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 following the 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 following the expiry of the authorization period.
c)Section 4 (5) of the Articles of Association of BioNTech SE is repealed and reworded as follows
(5) The Management Board is authorized, with the approval of the Supervisory Board, to increase the Company's share capital on one or more occasions in the period up to May 15, 2030, by a total of up to EUR 124,276,100 by issuing up to 124,276,100 new no-par value registered shares in return for cash and or non-cash contributions (Authorized Capital 2025). The Management Board is authorized, with the approval of the Supervisory Board, to determine the further content of the share rights and the conditions of the share issue.
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,
a) to exclude fractional amounts from the subscription right
b) in the event of a capital increase against cash contributions, if the issue price of the new shares is not significantly lower than the market price the market price is also deemed to be the price of one American Depositary Share of the Company ( ADS ) listed on the NASDAQ stock exchange, multiplied by the number of ADSs representing one share. The total number of shares issued in exercise of this authorization to exclude 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 this authorization is exercised. Shares or ADSs issued or sold during the term of this authorization in direct or analogous application of Section 186 (3) sentence 4 AktG with the exclusion of subscription rights are to be counted towards this limit of 10% of the share capital. Furthermore, shares or ADSs issued or to be issued to service bonds with option and or conversion rights or option and or conversion obligations shall be counted towards this limit of 10% of the share capital, provided that the bonds are issued during the term of this authorization in corresponding application of section 186 (3) sentence 4 AktG with the exclusion of subscription rights. The above issue limitation applies to ADSs, provided that the number of ADSs is to be divided by the number of ADSs representing one share
c) in the event of a capital increase against contributions in kind, in particular for the issuance of shares as part of business combinations and the acquisition of companies, parts of companies and interests in companies or other assets or claims to the acquisition of assets including receivables from the Company and its group companies as well as license or industrial property rights
d) to service option or conversion rights or obligations arising from bonds issued or to be issued by the Company and or companies in which the Company directly or indirectly holds a majority interest
e) to the extent necessary to grant holders or creditors of bonds with option or conversion rights or obligations issued or to be issued by the Company and or companies in which the Company holds a direct or indirect majority interest a subscription right to new shares to the extent to which
they would be entitled after exercising the option or conversion rights or after fulfilling the option or conversion obligations
f) to implement a scrip dividend, whereby shareholders are offered the option of contributing their dividend entitlement (in whole or in part) to the Company as a contribution in kind in return for the issuance of new shares
g) if the new shares are issued as part of an incentive program and or as share-based compensation to members of the Company's Management Board, members of the management of companies affiliated with the Company within the meaning of sections 15 et seq. AktG or employees of the Company or of companies affiliated with the Company within the meaning of sections 15 et seq. AktG restrictions relating to the shares issued may be agreed. If shares are to be issued to members of the Management Board, the Supervisory Board of the Company decides on the allocation in accordance with the allocation of responsibilities under stock corporation law.
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.
d)The Management Board is instructed to apply for the cancellation of the Authorized Capital 2021 to be entered in the commercial register only together with the resolved creation of the new Authorized Capital 2025 with the corresponding amendment to
the Articles of Association pursuant to para. c) above, provided that the cancellation of the Authorized Capital 2021 will only be entered in the commercial register if it is ensured that the new Authorized Capital 2025 is entered in the commercial register immediately thereafter. The Management Board is authorized to apply for the Authorized Capital 2025 to be entered in the commercial register independently of the other resolutions of the Annual General Meeting.
The written report of the Management Board in accordance with sections 203 (2) sentence 2 and 186 (4) sentence 2 AktG and an excerpt from the minutes of the Annual General Meeting on May 17, 2024, which contains the resolutions on agenda items 10 and 11 of the Annual General Meeting on May 17, 2024 referred to in the proposed resolution of the Management Board and Supervisory Board on this agenda item 7, are available from the date on which the Annual General Meeting is convened on our website at
https investors.biontech.de agm agm-2025
The aforementioned documents will also be available there during the Annual General Meeting.
II.Further Information and Notes
1.Implementation as virtual Annual General Meeting, Broadcast, Investor Portal
On the basis of section 118a AktG in conjunction with section 16 (5) of the Articles of Association, the Management Board has decided to hold the Annual General Meeting as a virtual Annual General Meeting without the physical presence of shareholders or their proxies at the venue of the Annual General Meeting. Shareholders or their proxies will exercise their voting rights exclusively by means of electronic absentee voting or by granting power of attorney and issuing instructions to the proxies appointed by the Company. The physical presence of shareholders or their proxies (with the exception of the proxies appointed by the Company) at the venue of the Annual General Meeting is excluded.
The virtual Annual General Meeting will take place on Friday, May 16, 2025, from 2 00 p.m. (CEST) and will be available live in video and audio format for our shareholders entered in the share register and duly registered and their proxies in our password-protected Investor Portal, which can be accessed via our website
https investors.biontech.de agm agm-2025
In addition, the entire Annual General Meeting is also freely accessible outside the Investor Portal on our aforementioned website.
When using the Investor Portal during the virtual Annual General Meeting on Friday, May 16, 2025, shareholders or their proxies will be connected electronically to the virtual Annual General Meeting and can exercise their shareholder rights via the Investor Portal. Shareholders who are duly registered and entered in the share register - in person or by proxy - can use the Investor Portal to exercise their voting rights, exercise their right to speak and request information, raise objections for the record and submit statements prior to the meeting, among other things.
The individual access data for the Investor Portal will be sent to shareholders who are entered in the Company's share register no later than Friday, April 25, 2025, 0 00 hours (CEST), together with the registration documents for the Annual General Meeting.
The use of the Investor Portal by an authorized representative requires that the authorized representative receives the corresponding access data from the principal, unless the access data has been sent directly to the authorized representative. Details can be found in the following sections.
We kindly refer our ADS holders to the section ADS holders below and to the separate document Information for ADS holders on our website.
2.Requirements for attending the Annual General Meeting and exercising voting rights
In accordance with section 15 (2) of the Articles of Association, shareholders entered in the share register are entitled to participate in the Annual General Meeting (i.e., to connect to the Annual General Meeting electronically) and to exercise their voting rights, provided they have registered in good time. The registration deadline is Friday, May 9, 2025, 24 00 hours (CEST).
The registration must be in German or English and must be received by the Company at the following address by Friday, May 9, 2025, 24 00 hours (CEST) at the latest
c o Computershare Operations Center
E-mail anmeldestelle computershare.de
or electronically within the aforementioned registration period using the password-protected Investor Portal on the following website of the Company
https investors.biontech.de agm agm-2025
The registration can also be transmitted to the Company by intermediaries in accordance with section 67c AktG by Friday, May 9, 2025, 24 00 hours (CEST) at the latest (time of receipt), e.g. via the following SWIFT address
SWIFT CMDHDEMMXXX instructions according to ISO 20022
Authorization via SWIFT Relationship Management Application (RMA) required.
In relation to the Company, rights and obligations arising from shares pursuant to section 67 (2) sentence 1 AktG only exist for and against those entered in the Company's share register. The entitlement to participate in the Annual General Meeting and the scope of voting rights are determined exclusively by the entry status in the share register on the day of the Annual General Meeting. After the end of the registration deadline, i.e. after Friday, May 9, 2025, 24 00 hours (CEST), no changes will be made to the share register until the end of the Annual General Meeting for technical reasons. Therefore, the entry status of the share register on the day of the Annual General Meeting corresponds to the status on Friday, May 9, 2025, 24 00 hours (CEST) ( Technical Record Date ). Shares are not blocked by registering for the Annual General Meeting (no lock-up period). Shareholders can therefore continue to freely dispose of their shares even after registration. However, purchasers of shares whose applications for transfer are received by the Company after Friday, May 9, 2025, 24 00 hours (CEST), cannot exercise any meeting-related rights from these shares unless they have themselves authorized to do so or are authorized to exercise such rights.
Shareholders who are entered in the Company's share register no later than Friday, April 25, 2025, 0 00 hours (CEST), will be sent registration documents for the Annual General Meeting, which also contain the individual access data required to use the password-protected Investor Portal. If the registration documents with the access data are not sent to you unsolicited - in particular because you are not entered in the Company's share register until after Friday, April 25, 2025, 0 00 hours (CEST) - we will be happy to send them to you on request.
3.Procedure for voting
a.General information
After proper registration (see Section II. 2 above), shareholders entered in the share register may exercise their voting rights - in person or by proxy - by way of electronic vote or by granting power of attorney and issuing instructions to the proxies appointed by the Company.