Full Press Release Details
English Convenience Translation - Exhibit 99.1
the German language invitation is decisive
WKN A0V9BC ISIN DE000A0V9BC4
Invitation to the Annual General Meeting 2023
Unique identifier of the event 327fbe3ffdceed118145005056888925
We hereby invite you, as a shareholder of BioNTech SE, Mainz (the "Company"), to the Annual General Meeting to be held on Thursday, 25 May 2023 at 14 00 (CEST)
at the Company's offices at An der Goldgrube 12, 55131 Mainz, Germany.
The Annual General Meeting shall be held with the physical presence of the shareholders or their proxies.
It is intended to broadcast for holders of American Depositary Shares ("ADS") issued by The Bank of New York Mellon (the "Depositary") (the "ADS holders") and for the interested public the remarks of the Chairman of the meeting at the beginning of the Annual General Meeting and the subsequent speeches of the Chairman of the Management Board, Prof. Dr. Ugur Sahin, and the Chief Financial Officer, Mr. Jens Holstein, at the Annual General Meeting on Thursday, 25 May 2023, starting at 14 00 (CEST), via a website accessible at "https investors.biontech.de agm agm-2023".
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 2022 Financial Year and as of 31 December 2022, respectively
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. Therefore, the Annual General Meeting does not have to pass a resolution on this agenda Item 1. Instead, the aforementioned documents will be made available to the Annual General Meeting and explained by the Management Board or - in the case of the report of the Supervisory Board - by the Chairman of the Supervisory Board. Within the scope of their right to ask questions, the shareholders have the opportunity to ask questions on the documents.
All documents referred to under this agenda item are available on our website at "https investors.biontech.de agm agm-2023". They will also be available at the Annual General Meeting and explained in more detail there.
1 For the sole purpose of better readability, this invitation does not use gender-specific notation. All personal designations and terms are to be understood as gender-neutral for the purpose of equal treatment.
English Convenience Translation -
the German language invitation is decisive
2.Resolution on the Appropriation of Balance Sheet Profit for the 2021 Financial Year
The Annual General Meeting of 1 June 2022 passed a resolution on the appropriation of balance sheet profit for the 2021 financial year under its agenda Item 2, resolving, among other things, that a dividend of EUR 2.00 per no-par value share entitled to dividend, i.e. a total amount of EUR 484,202,456, be distributed. Following the Annual General Meeting, the Company accordingly paid out a dividend of EUR 2.00 per no-par value share entitled to dividend.
After careful consideration, the Management Board and the Supervisory Board have concluded that, against the background of the legal requirements in Sec. 174(2) sentence 2 of the German Stock Corporation Act ("AktG"), a new resolution on the appropriation of the balance sheet profit for the 2021 financial year should be adopted, as the resolution on the appropriation of the balance sheet profit of the Annual General Meeting of 1 June 2022 does not fully correspond with the determinations of the approved annual financial statements of the Company as at 31 December 2021, which already take into account the allocation to the retained earnings made pursuant to Sec. 58(2) AktG and Sec. 19 para. 1 and para. 2 of the Articles of Association of the Company. However, in principle, this does not affect the shareholders' right to retain amounts which they have received in good faith as dividend payments in accordance with Sec. 62(1) sentence 2 AktG. The Management Board and the Supervisory Board are therefore of the opinion that the new resolution on the appropriation of profits should be adopted in such a way that the distribution of profits to the shareholders already made remains unchanged. However, the payments already made should be taken into account so that dividends for the 2021 financial year are not paid out twice.
Against this background, the Management Board and the Supervisory Board propose to appropriate the balance sheet profit of BioNTech SE from the 2021 financial year of EUR 5,132,384,911.15 as reported in the annual financial statements as of 31 December 2021, of which a partial amount of EUR 484,202,456 has already been distributed to shareholders based on the resolution of the Annual General Meeting of 1 June 2022 and of which only a distributable amount of EUR 4,648,182,455.15 is thus disposable for the financial year 2021, as follows
| Balance sheet profit | EUR 5,132,384,911.15 |
| (of which already distributed to the shareholders | EUR 484,202,456.00) |
| Distributable balance sheet profit | EUR 4,648,182,455.15 |
| Profit carried forward | EUR 4,648,182,455.15 |
3.Resolution on the Appropriation of Balance Sheet Profit for the 2022 Financial Year
The Management Board and the Supervisory Board propose to carry forward the balance sheet profit of BioNTech SE from the past 2022 financial year in the amount of EUR 8,961,205,711.68 in full to new account.
English Convenience Translation -
the German language invitation is decisive
4.Resolution on the Approval of the Actions of the Management Board
The Management Board and the Supervisory Board propose that the acts of the members of the Management Board holding office in the 2022 financial year be ratified for this period.
5.Resolution on the Approval of the Actions of the Supervisory Board
The Management Board and the Supervisory Board propose that the acts of the members of the Supervisory Board holding office in the 2022 financial year be ratified for this period.
6.Resolution on the Appointment of the Auditor of the Annual Financial Statements and the Auditor of the Consolidated Financial Statements for the 2023 Financial Year as well as the Auditor for any Audit or Review of Interim Financial Information During the Year
The Supervisory Board proposes - based on the recommendation of the Audit Committee - that Ernst Young GmbH Wirtschaftspr fungsgesellschaft, Stuttgart, Germany (Cologne branch B rsenplatz 1, 50667 Cologne, Germany) are appointed as auditors of the annual financial statements and auditors of the consolidated financial statements for the 2023 financial year and as auditors for any audit or review of interim financial reports (half-yearly financial reports and quarterly reports) for the 2023 financial year and for the first quarter of the 2024 financial year.
7.Resolution on the Approval of the Remuneration Report
In accordance with Sec. 162 AktG, the Management Board and Supervisory Board have prepared a report on the compensation granted and owed to the members of the Management Board and Supervisory Board in the 2022 financial year. This Remuneration Report is to be submitted to the Annual General Meeting for approval in accordance with Sec. 120a(4) AktG.
In accordance with Sec. 162(3) AktG, the Remuneration Report was audited by the auditors to determine whether the legally required disclosures pursuant to Sec. 162(1) and (2) AktG were made. The auditor's report on the Remuneration Report is attached to the Remuneration Report.
The Management Board and the Supervisory Board propose that the Remuneration Report for the 2022 financial year, prepared and audited in accordance with Sec. 162 AktG, be approved.
The Remuneration Report can be found after the agenda in section II. "Reports and attachments to agenda items" under Item 1 and is available on our website at "https investors.biontech.de agm agm-2023" from the time the Annual General Meeting is convened. The Remuneration Report will also be available during the Annual General Meeting and at the Annual General Meeting itself.
8.Resolution on Elections to the Supervisory Board
In accordance with Art. 40 para. 2, para. 3 of Council Regulation (EC) No. 2157 2001 of October 8, 2001 on the Statute for a European company (SE) ("SE Regulation"), Art. 17 para. 1 sentence 2 SE Implementation Act ("SE Implementation Act") and Art. 9 para. 1 of the Articles of Association, the Supervisory Board is composed of six members who are elected by the Annual General Meeting.
English Convenience Translation -
the German language invitation is decisive
The term of office of Prof. Dr. Christoph Huber, Michael Motschmann and Dr. Ulrich Wandschneider, who were elected by the shareholders at the Annual General Meeting on 17 September 2018, will end at the close of the Annual General Meeting on 25 May 2023. Therefore, a new election of three Supervisory Board members by the Annual General Meeting is required.
The term of office of the remaining three Supervisory Board members elected by the shareholders at the Annual General Meeting on 1 June 2022 will run until the end of the Annual General Meeting that resolves on the ratification of the acts of the Supervisory Board for the 2025 financial year.
In preparation for the election proposals for this Annual General Meeting, a large number of female and male candidates were interviewed. As Dr. Ulrich Wandschneider and Mr. Michael Motschmann are to be put forward for re-election, the focus was on finding a suitable female successor to Prof. Dr. Christoph Huber - in line with the objectives of the Supervisory Board, which set the target for the proportion of women on the Supervisory Board at 25% on 8 March 2023 in accordance with Sec. 111 para. 5 AktG and set the deadline for achieving this target by 31 December 2025. The Supervisory Board's main focus was to find a suitable female successor to Prof. Dr. Christoph Huber, who would preferably have international experience and experience in the markets relevant to the Company, as well as expertise in scientific fields such as oncology and immunology. The goal was to find a Supervisory Board member who could support the Company along the value chain in the research area and in the further development of immunotherapies and oncology in the market. Until the end, several candidates matching the competence profile were shortlisted. After detailed consideration of the candidates, the Supervisory Board, on the proposal of the Compensation, Nominating and Corporate Governance Committee, voted in favor of Baroness Nicola Blackwood, who will accordingly be proposed for election at the Annual General Meeting and who has, among other things, particular expertise in the fields of science and innovation with exceptionally strong strategic and analytical skills. In addition, she has proven expertise in the areas of research and development, digitization, international experience in the markets relevant to the Company and in the area of CSR sustainability, and therefore complements the established competence profile of the Supervisory Board in this respect.
Furthermore, a high degree of continuity in the work of the Supervisory Board beyond 2023 is to be ensured for the sustainable and successful implementation of the Company's objectives. Therefore, in addition to Baroness Nicola Blackwood, the Deputy Chairman of the Supervisory Board, Dr. Ulrich Wandschneider, and the Supervisory Board member Mr. Michael Motschmann are to be reappointed by the Annual General Meeting to ensure their participation in the Supervisory Board beyond 2023.
Dr. Ulrich Wandschneider has the necessary industry experience in the biotech sector as well as knowledge in the areas of sales and marketing, management, innovation, research and development, compliance, human resources, digitalization, CSR sustainability and has international experience in the markets relevant for the Company. In addition, he has special knowledge and experience in the field of accounting and has expertise in the field of auditing. In the area of accounting, this includes, in particular, knowledge and experience in the application of accounting principles, internal control and risk management systems, and sustainability reporting, and in the area of auditing, special knowledge and experience in the auditing of financial statements.
English Convenience Translation -
the German language invitation is decisive
Mr. Michael Motschmann also has the necessary industry experience in the biotech sector as well as knowledge in the areas of compliance, human resources, digitalization, and has international experience in the markets relevant for the Company. Mr. Motschmann also has special knowledge in the field of accounting, auditing and controlling, including sustainability reporting. In the case of Mr. Motschmann, this also includes, in particular, knowledge and experience in the application of accounting principles and internal control and risk management systems in the area of accounting and, in the area of auditing, special knowledge and experience in the auditing of financial statements.
The re-elections of Dr. Ulrich Wandschneider and Mr. Michael Motschmann and the election of Baroness Nicola Blackwood are to be for a term of office commencing at the close of the Annual General Meeting on 25 May 2023 and ending at the close of the Annual General Meeting which resolves on the ratification of the acts of the Supervisory Board for the financial year 2026.
Against this background, the Supervisory Board proposes - taking into account the objectives resolved by the Supervisory Board for its composition and the competence profile for the entire Board drawn up by the Supervisory Board and published in the declaration on corporate governance pursuant to Sec. 289f, 315d of the German Commercial Code - that the persons listed below under Items 8.1 to No. 8.3 as members of the Supervisory Board with effect from the end of the Annual General Meeting on 25 May 2023 until the end of the Annual General Meeting which resolves on the ratification of the acts of the Supervisory Board for the third financial year after the beginning of the term of office, not counting the financial year in which the term of office begins
8.1 Ms. Baroness Nicola Blackwood, Oxford, United Kingdom.
Managing Director of Oxford University Innovations Limited, Managing Director of Blackwood Intelligence Limited, Chair of the Board of Genomics England Limited and Independent Consultant.
8.2 Dr. Ulrich Wandschneider, Hamburg
Managing Director of beebusy capital GmbH and independent consultant for companies in the life science and healthcare sector
8.3 Mr. Michael Motschmann, Munich
Member of the Management Board and Head of Investments of MIG Capital AG
The election shall be held as an individual election.
The election proposals are based on corresponding proposals of the Compensation, Nominating and Corporate Governance Committee.
In accordance with recommendation C.13 of the German Corporate Governance Code ("GCGC"), it is declared that, in the opinion of the Supervisory Board, in the case of the candidates Baroness Nicola Blackwood, Dr. Ulrich Wandschneider and Mr. Michael Motschmann, there are no personal or business relationships of the candidates or a close family member of the candidates to BioNTech SE or its group companies, the corporate bodies of BioNTech SE or a shareholder with a material interest in BioNTech SE that an objectively judging shareholder would consider decisive for his election decision.
English Convenience Translation -
the German language invitation is decisive
Notwithstanding the fact that Mr. Michael Motschmann has been a member of the Supervisory Board for more than twelve years, he is to be regarded as independent of the Company and the Management Board, as he has no personal or business relationship with the Company or the Management Board that constitutes a material and not merely temporary conflict of interest. Length of service alone is only one of four indicators to be taken into account under the GCGC when assessing the independence of Supervisory Board members and is not the sole determining factor. In the opinion of the Supervisory Board, all relevant circumstances must be taken into account in an overall assessment of the independence of a Supervisory Board member. The other three indicators explicitly mentioned in the GCGC, which are to be assessed when evaluating the independence of a Supervisory Board member, are not fulfilled with regard to Mr. Michael Motschmann. These indicators are namely whether the Supervisory Board member himself or a close family member of the Supervisory Board member
was a member of the Board of Management in the two years preceding the appointment,
currently or in the year up to his appointment, directly or as a shareholder or in a responsible function of a company outside the group, has or has had a significant business relationship with the Company or a company dependent on it,
is a close family member of a member of the Management Board.
In the opinion of the Supervisory Board, it is in the interest of the Company to continue to use the many years of experience of Mr. Michael Motschmann as a member of the Supervisory Board of BioNTech SE for the benefit of the Company. The Supervisory Board is convinced that an automatic resignation of a Supervisory Board member after a membership in the Supervisory Board of twelve years is not suitable to improve or professionalize the work of the Supervisory Board, irrespective of an individual consideration of the respective Supervisory Board members and the respective composition of the Supervisory Board. In the opinion of the Supervisory Board, it may therefore be in the Company's interest regarding continuity and a sustainable long-term orientation of the Company, for a Supervisory Board member to serve on the Supervisory Board for longer than twelve years.
After careful examination, the Supervisory Board has therefore concluded that Baroness Nicola Blackwood, Dr. Ulrich Wandschneider and Mr. Michael Motschmann are independent within the meaning of recommendation C.6 of the GCGC.
Dr. Ulrich Wandschneider and Mr. Michael Motschmann have expertise in both accounting and auditing.
The Supervisory Board has also assured that Baroness Nicola Blackwood, Dr. Ulrich Wandschneider and Mr. Michael Motschmann will have sufficient time to perform their duties as members of the Supervisory Board of BioNTech SE.
It is intended to propose Dr. Ulrich Wandschneider again as a candidate for the position of Deputy Chairman of the Supervisory Board in the event of his re-election to the Supervisory Board.
The curricula vitae of Baroness Nicola Blackwood, Dr. Ulrich Wandschneider and Mr. Michael Motschmann, including information on the candidates' membership of other statutory supervisory boards and comparable domestic and foreign supervisory bodies of business enterprises, are printed after the agenda in Sec. II "Reports and attachments to agenda items" under Item 2. The curricula vitae of the candidates are also published at "https investors.biontech.de agm agm-2023" and will also be accessible there during the Annual General Meeting. They will also be made available at the Annual General Meeting.
English Convenience Translation -
the German language invitation is decisive
9.Resolution on the Amendment of Sec. 16 para. 5 of the Articles of Association to Authorize the Management Board to Provide for the Holding of a Virtual Annual General Meeting
The Act on the Introduction of Virtual Shareholders' Meetings of Stock Corporations and the Amendment of Cooperative and Insolvency and Restructuring Law Provisions (BGBl. 2022 I No. 27, p. 1166 et seq.) permanently created the option of holding shareholders' meetings virtually. Pursuant to Sec. 118a para. 1 AktG, the Articles of Association may now provide or authorize the Board of Management to provide that the shareholders' meeting is held as a virtual shareholders' meeting, i.e., without the physical presence of the shareholders or their proxies at the location of the shareholders' meeting.
The Management Board and the Supervisory Board are of the opinion that in the future it should be possible for the Company to hold shareholders' meetings virtually in accordance with these requirements. However, as there may also be Annual General Meetings where the format of a physical meeting seems more appropriate, the Management Board is to be authorized to decide in advance of each Annual General Meeting whether the meeting is to be held as a virtual or physical meeting. Such authorization is not to be granted with the maximum possible term of five years provided for by law. Instead, only an authorization to hold virtual General Shareholders' Meetings for a period of three years is to be resolved initially.
For future Annual General Meetings, the Management Board will decide again in each case, taking into account the circumstances of the individual case and in the best interests of the Company, whether to make use of the proposed authorization and hold a General Meeting as a virtual General Meeting. This decision shall be made taking into account the interests of the Company and its shareholders and shall in particular include the safeguarding of shareholder rights, including the opportunity to ask questions, as well as aspects of health protection for all stakeholders, financial aspects and sustainability considerations.
Against this background, the Management Board and the Supervisory Board propose that the following resolution be adopted
Sec. 16 para. 5 of the Articles of Association of the Company shall be repealed and reworded as follows
"The Management Board is authorized to provide for the Annual General Meeting to be held without the physical presence of the shareholders or their proxies at the location of the Annual General Meeting (virtual Annual General Meeting). The authorization shall apply to the holding of virtual shareholders' meetings for a period of three years after entry of this provision of the Articles of Association in the commercial register of the Company."
English Convenience Translation -
the German language invitation is decisive
The currently valid Articles of Association can be accessed via our website at "https investors.biontech.de agm agm-2023". They are also available there during the Annual General Meeting and will also be available at the Annual General Meeting.
10.Resolution on the Amendment of Sec. 16 para. 4 of the Articles of Association concerning the Participation of Supervisory Board Members in the Annual General Meeting by means of Video and Audio Transmission
The provision in Sec. 16 para. 4 of the Articles of Association is to be amended and participation in the Annual General Meeting by members of the Supervisory Board by means of video and audio transmission is to be made possible in future in (further) special situations, in particular also when a virtual Annual General Meeting is held.
The Management Board and the Supervisory Board therefore propose that the following resolution be adopted
Sec. 16 para. 4 of the Articles of Association of the Company shall be repealed and reworded as follows
"Members of the Supervisory Board shall be permitted, in consultation with the Chairman of the Supervisory Board, to participate in the Annual General Meeting by means of video and audio transmission in cases where their physical presence at the location of the Annual General Meeting would not be possible or would only be possible at considerable expense due to legal restrictions, their residence abroad, their necessary residence at another location in Germany or due to an unreasonable duration of travel, or if the Annual General Meeting is held as a virtual Annual General Meeting."
The currently valid Articles of Association can be accessed via our website at "https investors.biontech.de agm agm-2023". They are also available there during the Annual General Meeting and will also be available at the Annual General Meeting.
11.Resolution on the Approval of the Conclusion of Four Domination and Profit and Loss Transfer Agreements
A domination and profit and loss transfer agreement shall be concluded between the Company and its wholly-owned subsidiaries BioNTech Idar-Oberstein Services GmbH, NT Security and Services GmbH, BioNTech BioNTainer Holding GmbH and BioNTech Individualized mRNA Manufacturing GmbH (each also a "Subsidiary").
To become effective, the domination and profit and loss transfer agreements require the approval of the Company's Annual General Meeting and the shareholders' meeting of the respective Subsidiary as well as the entry in the commercial register of the respective Subsidiary. It is intended that the shareholders' meetings of BioNTech Idar-Oberstein Services GmbH, NT Security and Services GmbH, BioNTech BioNTainer Holding GmbH and BioNTech Individualized mRNA Manufacturing GmbH will give their approval and the agreements will be concluded shortly after the Company's Annual General Meeting.
English Convenience Translation -
the German language invitation is decisive
The purpose of the agreements is, in each case to establish a consolidated tax group for corporate income tax and trade tax purposes, which would enable profits arising at the level of the respective controlled company to be offset against any losses at the level of the controlling company.
The drafts of the domination and profit and loss transfer agreements each have the following main content
As a controlled company, the respective Subsidiary subordinates its management under the control of the Company, which is thereby entitled to issue instructions to the Subsidiary's management. The management and representation of the Subsidiary continues to be the responsibility of its managing directors.
As the controlled company, the respective Subsidiary is obliged to transfer its profit to the Company as the controlling company in accordance with Sec. 301 AktG.
As the controlling company, the Company is obliged to offset any annual loss of the respective Subsidiary that would otherwise arise during the term of the agreement. The provisions of Sec. 302 AktG, as amended from time to time, shall apply to the transfer of losses.
The domination and profit and loss transfer agreement shall become effective upon entry in the commercial register of the respective Subsidiary, with the agreement applying retroactively from the beginning of the financial year of the respective Subsidiary in which the domination and profit and loss transfer agreement has been entered in the commercial register of such Subsidiary. An exception applies in this respect to the authority to issue instructions described above, which does not apply retroactively but only as of the registration of the domination and profit and loss transfer agreement in the commercial register of the respective Subsidiary.
The domination and profit and loss transfer agreement shall be concluded with a fixed term of five years from the beginning of the financial year of the respective Subsidiary in which the agreement is entered in the commercial register of the registered office of such Subsidiary. The agreement shall be renewed unchanged and with the same right of termination for one year at a time if it is not terminated by either party no later than six months prior to its expiry. If the end of the term or an extension does not fall at the end of a financial year of the Subsidiary, the term shall be extended until the end of the then current financial year.