BioNTech : Invitation to the Annual General Meeting 2023

English Convenience Translation -

the German language invitation is decisive

BioNTech SE

Mainz

WKN A0V9BC | ISIN DE000A0V9BC4

Invitation to the Annual General Meeting 2023

Unique identifier of the event: 327fbe3ffdceed118145005056888925

Dear Sir or Madam1,

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".

Agenda

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.

1For 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

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	EUR 484,202,456.00)
shareholders:
Distributable balance sheet profit:	EUR 4,648,182,455.15
Profit carried forward:	EUR 4,648,182,455.15

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

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.

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.

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 Wirtschaftsprüfungsgesellschaft, Stuttgart, Germany (Cologne branch; Börsenplatz 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.

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.

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:

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.
2. Dr. Ulrich Wandschneider, Hamburg
   Managing Director of beebusy capital GmbH and independent consultant for companies in the life science and healthcare sector
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.