23
A C T I N G T O G E T H E R
2
1
MAGAZINE
05
41
48
05
11
14
18
25
30
41
48
60
EXPLORING
THE POWER OF
COMBINATION
OUR PIPELINE
FACTS AND
FIGURES
LETTER
FROM THE
MANAGEMENT
BOARD
INTERVIEW WITH
HELMUT JEGGLE
AND UGUR SAHIN
REPORT OF THE
SUPERVISORY
BOARD
FROM FOUNDING
VISION TO
GLOBAL IMPACT
2023 HIGHLIGHTS
FINANCIAL
CALENDAR,
IMPRINT
BioNTech | Annual Report 2023 3
2
3
4
5
INDEPENDENT
AUDITOR‘S REPORT
CONSOLIDATED
FINANCIAL
STATEMENTS
INDEPENDENT
AUDITOR‘S REPORT
REMUNERATION
REPORT
62
115
217
249
COMBINED MANAGEMENT
REPORT 2023
GROUP REPORT 2023
COMPENSATION REPORT
2023
FURTHER INFORMATION
FINANCIAL REPORT
BioNTech | Annual Report 2023 Bispecific antibodies are protein molecules that can bind
two different targets, bringing closer for example the
cancer cell to the immune cell. When in close proximity
of the cancer cell, the immune cell could recognize and
orchestrate its elimination.
4
1MAGAZINE
BioNTech | Annual Report 2023 EXPLORING THE
POWER OF
COMBINATION
55
Our vision for future precision cancer treatments:
We are developing a unique therapy toolbox
designed to act together and with the aim to
improve outcomes for patients.
BioNTech | Annual Report 2023 6
1
THE CHALLENGE //
When a physician discusses a potential
treatment plan with a patient who has just
been diagnosed with cancer, they know that
they will have to treat a disease with many
different facets. Cancer cells are physically
different from healthy cells in the body. Their
shapes and properties are mutated and
changed. They interact differently with their
environment to grow abnormally and survive.
And in each growing cycle, they have the
potential to change further. The cells in the
same tumor within the same patient can also
be different. Medicine faces the challenge
that every tumor is unique.
2
THE CONSEQUENCE //
As a consequence, a standard of care might
work for one, but not another patient. In
other cases, the constant changes of the
tumor cells lead to a resistance to available
treatments. What may have originally given
good results and helped the patient might not
work over time. For example, it is estimated
that more than 90% of mortalities in cancer
patients can be attributed to chemotherapy
resistance.
Helping patients and addressing unmet
medical needs is what drives us at BioNTech
every day. We have been spending years on
better understanding tumors’ differences as
well as the immune system’s mechanisms to
develop potential cancer treatments. We
believe that the limitations cannot be over-
come by a single technology, but rather a
therapy toolbox.
DNA MUTATION
DNA MUTATION
SHARED
TUMOR
TARGET
TPTE
CLDN6
PD-L1
HER-2
EPCAM
PATIENT-
INDIVIDUAL
TUMOR
TARGET
BioNTech | Annual Report 2023 7
SELECTED TARGETS
HER-2
CLDN6
Targeted therapies //
Cell therapies are designed to equip certain immune
cells of the patients physically with structures (recep-
tors), enabling them to recognize cancer cells and
orchestrate their elimination.
Antibody-drug conjugates (ADCs) are designed
to targetedly deliver a chemotherapy to tumor cells.
Unlike traditional chemotherapy, cancer treatments
with ADCs are designed to minimize the impact on
healthy cells.
Y
G
R
E
N
Y
S
SYNERGETIC
SPACE FOR
CURATIVE
APPROACHES
Y
G
R
E
N
Y
S
S
Y
N
E
R
G
Y
3
OUR APPROACH //
We work on potential treatment approaches
that aim to precisely target the specific tumor
features by employing a different mechanism
to tackle each feature. Our approach is to
combine therapies – some investigational
and some approved – with the aim of achieving
better results compared to the current
standard of care. This is why we are developing
a suite of technologies which we call our
oncology toolbox.
mRNA vaccines//
Immuno-modulators //
mRNA vaccines are designed to teach the immune
system about features on the surface of cancer cells
(targets), supporting immune cells to recognize and
destroy them.
Mono- and bispecific antibodies are designed to
modulate the activity of immune cells and in some
cases cancer cells, enhancing the immune response
against cancer cells.
SELECTED TARGETS
PD-L1
EpCAM
SELECTED TARGETS
SHARED
TUMOR
TARGET TPTE
PATIENT- INDIVIDUAL
TUMOR
TARGET
Simplified illustration
BioNTech | Annual Report 2023 investigational
cell therapy
B NT2 11
8
We have been evaluating
combinational therapies since
2014. Here is a selection of a few
currently running clinical trials:
BNT211 //
The product candidate BNT211 combines a
CAR-T cell therapy candidate with an mRNA
vaccine candidate. For the CAR-T cell therapy
candidate, patients’ certain immune cells are
equipped with a receptor to recognize the
target protein CLDN6 and precisely attack
cancer cells. The mRNA vaccine candidate
encodes for CLDN6 and is designed to
stimulate these CAR-T cells’ persistence
and functionality in the body, complementing
the CAR-T cells in a synergistic manner. This
approach is aimed at more efficient recogni-
tion and elimination of cancer cells. BNT211 is
currently being evaluated in Phase 1/2 clinical
trials in patients with germ cell tumors.
mRNA vaccine candidate
Claudin-6 (CLDN6) is a surface protein expressed
on multiple solid tumors such as ovarian cancer,
sarcoma, testicular cancer, endometrial cancer
and gastric cancer.
BioNTech | Annual Report 2023 BioNTech | Annual Report 2023
individualized mRNA
vaccine candidate
9
B NT122 + C H EC KPO I NT I N H I B ITO R
AUTOGENE CEVUMERAN/BNT1221
+ CHECKPOINT INHIBITOR //
This potential treatment approach combines
two different molecules to fight cancer. The
individualized mRNA vaccine candidate
BNT122 is designed to provide immune cells
with information about the patient’s unique
cancer cells and induce an immune response
against the tumor. The checkpoint inhibitor
is an antibody that keeps cancer cells from
suppressing immune cells. This combinatory
approach is intended to lead to a stronger and
more specific immune response and elimina-
tion of cancer cells. BNT122 is currently being
evaluated in Phase 2 clinical trials in patients
with melanoma.
checkpoint inhibitor
1) In collaboration with Genentech, a member of the Roche Group.
BioNTech | Annual Report 2023 BioNTech | Annual Report 2023
10
checkpoint inhibitor
BNT311 + CHECKPOINT INHIBITOR
bispecific antibody
candidate
ACASUNLIMAB/BNT3111 + CHECKPOINT
INHIBITOR //
This investigational treatment approach
consists of two antibodies and is intended to
target cancer cells while enhancing immune
cell functions in a potentially synergistic
manner. BNT311 is a bispecific antibody that
is designed to simultaneously address two
targets at once: It binds to 4-1BB molecules,
which are expressed on specific immune cells,
with the aim of enhancing their function. It also
binds to PD-L1 proteins, which are expressed
on tumor cells, with the aim of preventing them
from silencing immune cells. BNT311 is com-
bined with the current standard of care, which
is a checkpoint inhibitor which also keeps
cancer cells from suppressing immune cells.
This combinational treatment approach is
intended to increase the count of active
immune cells that are able to recognize and
eliminate cancer. BNT311 is currently being
evaluated in Phase 2 clinical trials in patients
with solid tumors, including non-small cell lung
cancer and endometrial cancer.
1) In collaboration with Genmab.
BioNTech | Annual Report 2023 11
OUR
PIPELINE
We are advancing a diversified portfolio of
product candidates derived from our four drug
classes focused on the potential treatment of
cancer, infectious diseases and other serious
diseases of unmet patient need.
BioNTech | Annual Report 2023 ONCOLOGY //
DRUG CLASS PLATFORM
PRODUCT
CANDIDATE
BNT111
BNT113
INDICATION (TARGET)
PHASE 1
PHASE 1/2
PHASE 2
PHASE 3
RIGHTS1
COLLABORATOR/
PARTNER
Advanced, R/R melanoma
Metastatic/R/R HPV16+ head and neck cancer
1L metastatic metastatic non-small cell lung cancer
FixVac
BNT116
Advanced/metastatic non-small cell lung cancer
Fully owned2
12
iNeST
RiboMabs
1L advanced melanoma
Adjuvant colorectal cancer
Adjuvant pancreatic ductal adenocarcinoma
Multiple solid tumors
Multiple solid tumors (CD3×CLDN6)
Multiple solid tumors (IL-2 variant)
BNT122
(autogene
cevumeran)
BNT142
BNT151
mRNA
RiboCytokines
BNT152 + BNT153
Multiple solid tumors (IL-7, IL-2)
CELL
THERA-
PIES
CAR-T cells + CARVac
BNT211
Multiple solid tumors (CLDN6)
Neoantigen-based T cells
BNT221
Refractory metastatic melanoma
BNT311/GEN1046
(acasunlimab)
aPD(L)1-R/R metastatic NSCLC (PD-L1×4-1BB)
Multiple solid tumors (PD-L1×4-1BB)
BNT312/GEN1042
Multiple solid tumors (CD40×4-1BB)4
BNT313/GEN1053
Multiple solid tumors (CD27)
BNT314/GEN1059
Multiple solid tumors (EpCAM×4-1BB)
BNT322/GEN1056
Multiple solid tumors
aPD(L)1-R/R metastatic NSCLC (CTLA-4)
Platinum-resistant ovarian cancer (CTLA-4)
Next-generation immune
checkpoint modulators
BNT316/ONC-392
(gotistobart)
Metastatic castration-resistant prostate cancer (CTLA-4)
Multiple solid tumors (CTLA-4)
Targeted cancer antibodies
BNT321
Pancreatic cancer (sLea)
Multiple solid tumors (HER2)
BNT323/DB-1303
2L+, HR+/HER2-low metastatic breast cancer (HER2)
PROTEIN-
BASED
THERA-
PEUTICS
Antibody-drug
conjugates
BNT324/DB-1311
Multiple solid tumors (B7H3)
BNT325/DB-1305
Multiple solid tumors (TROP2)
BNT326/YL202
Multiple solid tumors (HER3)
SMI5
Toll-like receptor binding
BNT411
Multiple solid tumors (TLR7)
Collaboration Genentech3
Fully owned
Fully owned
Fully owned
Fully owned
Collaboration Genmab
Collaboration OncoC4
Fully owned
Collaboration Duality Biologics
MediLink
Therapeutics
Collaboration
Fully owned
As of: March 20, 2024
1) For further details about BioNTech’s rights see quarterly reports under https://investors.biontech.de/financials-filings/quarterly-reports. 2) FixVac platform is fully owned by BioNTech. The BNT111 and BNT116 Phase 2 trials are jointly conducted with Regeneron as part of a cost-sharing
strategic collaboration. 3) A member of the Roche Group. 4) Two Phase 1/2 clinical trials in patients with solid tumors are ongoing in combination with ICI+/- chemotherapy. 5) Small molecule immunomodulators.
BioNTech | Annual Report 2023
INFECTIOUS DISEASES //
DRUG CLASS
PRODUCT CANDIDATE
INDICATION
PHASE 1
PHASE 1/2
PHASE 2
PHASE 3
COMMERCIAL
RIGHTS1
COLLABORATOR/ PARTNER
13
BNT162b2
BNT162b2+BNT162b4
(T-cell enhancing)
BNT162b5/6/7
(stabilized spike antigen)
COVID-19
BNT162b2+BNT1616
COVID-19 – Influenza combination
BNT161
BNT163
BNT164
BNT165
BNT166
BNT167
mRNA
Influenza
Herpes simplex virus
Tuberculosis8
Malaria9
Mpox
Shingles
Collaboration
Collaboration
Collaboration
Pfizer
Fosun Pharma
Pfizer
Pfizer
Collaboration7
University of Pennsylvania
Funded by Bill & Melinda Gates
Foundation
Fully owned
Fully owned
Fully owned
Funded by CEPI10
Collaboration
Pfizer
As of: March 20, 2024
1) For further details about BioNTech’s rights see quarterly reports under https://investors.biontech.de/financials-filings/quarterly-reports. 6) The COVID-19-Influenza combination is a Phase 3 trial in partnership with Pfizer. Further development is subject to entering into a definitive agreement.
7) Out-licensed to Pfizer 8) Two Phase 1 clinical trials are ongoing (NCT05537038, Germany and NCT05547464, Republic of South Africa). 9) A Phase 1 clinical trial (NCT05581641) and a Phase 1/2 clinical trial (NCT06069544) are ongoing. 10) Coalition for Epidemic Preparedness Innovations (CEPI).
BioNTech | Annual Report 2023
14
FACTS AND
FIGURES
BioNTech | Annual Report 2023 15
OUR DIVERSE
COMPANY
~ 6,300
EMPLOYEES
> 2,500
OF WHICH ARE IN RESEARCH & DEVELOPMENT
> 80
NATIONALITIES FROM
A LIKE AFGHANISTAN TO Z LIKE ZAMBIA
~ 51%
FEMALE EMPLOYEES
IN THE TOTAL WORKFORCE
All figures according to BioNTech’s annual report on Form 20-F for the year ended December 31, 2023
available on https://investors.biontech.de/node/15956/html; accessed March 22, 2024.
BioNTech | Annual Report 2023 16
OUR INNOVATIVE
PIPELINE
ONCOLOGY
INFECTIOUS DISEASES
PHASE 1 TRIALS
PHASE 1 TRIALS
PHASE 2 TRIALS
PHASE 2 TRIALS
PHASE 3 TRIALS
PHASE 3 TRIALS
6
19
1
13
2
2
8
20
1
1
5
1
1
9
2021
2022
2023
Sources: 2023: 20-F; 2022: 20-F, Link: https://investors.biontech.de/node/14881/html; 2021: 20-F, Link: https://investors.biontech.de/node/9571/html; Phase 1 also includes Phase 1/2 trials.
BioNTech | Annual Report 2023 OUR GLOBAL
FOOTPRINT1
LOCATIONS GLOBALLY //
17
MAINZ (HEADQUARTERS)
HALLE
BERLIN
LOCATIONS
IN GERMANY //
IDAR-OBERSTEIN
MARBURG
MARTINSRIED
NEURIED
CAMBRIDGE (UK)
LONDON (UK)
VIENNA (AUSTRIA)
ISTANBUL (TÜRKIYE)
SAN FRANCISCO (USA)
GAITHERSBURG (USA)
CAMBRIDGE (USA)
PARIS (FRANCE)
SHANGHAI (CHINA)
SINGAPORE
LAGOS
(NIGERIA)
TUNIS (TUNISIA)
KIGALI (RWANDA)
MELBOURNE (AUSTRALIA)
BioNTech locations
InstaDeep locations
CAPE TOWN (SOUTH AFRICA)
BioNTech & InstaDeep locations
1) As of March 20, 2024.
BioNTech | Annual Report 2023 18
LETTER
FROM THE
MANAGEMENT
BOARD
SEAN MARETT
CHIEF BUSINESS
OFFICER AND CHIEF
COMMERCIAL OFFICER
RYAN RICHARDSON
CHIEF STRATEGY OFFICER
JAMES RYAN, PH.D.
CHIEF LEGAL OFFICER
JENS HOLSTEIN
CHIEF FINANCIAL
OFFICER
SIERK POETTING, PH.D.
CHIEF OPERATING
OFFICER
PROF.
ÖZLEM TÜRECI, M.D.
CHIEF MEDICAL OFFICER
PROF. UGUR SAHIN,M.D.
CHIEF EXECUTIVE
OFFICER
BioNTech | Annual Report 2023 19
DEAR
SHAREHOLDERS,
“Acting together” – the title of this
year’s annual report – reflects our
commitment to developing thera-
pies with combination or synergistic
potential with the aim of revolution-
izing the field of medicine.
2023 was a year in which we made good
progress on many fronts: maintaining our
position in the COVID-19 vaccine market,
advancing our oncology pipeline, and
strengthening our organization in preparation of
the next growth phase, including our planned
product launches in oncology. We presented
encouraging data from our oncology pipeline
and now have an increasing number of mid-
and later-stage clinical trials.
We believe that we have the financial ability to
fund a diversified pipeline and to strengthen
our core capabilities with external innovation.
At the same time, we continue our efforts to
support developing a global ecosystem to
bring innovative therapies to patients where
they are needed. Thus, we believe that we
have the technology, the capabilities, and the
team to work towards a new era of precision
medicine.
OUR COVID-19 VACCINE FRANCHISE //
Last year, we demonstrated that we have
successfully built a leading COVID-19 vaccine
franchise in collaboration with our partner
Pfizer Inc. (“Pfizer”), both commercially and
scientifically.
This was underlined by our leading market
position in the United States, the European
Union (“EU”), and Japan.1 Since 2021, we
have shipped more than 4.5 billion doses of
COVID-19 vaccines to over 180 countries
and territories. 2 In 2023 alone, we distributed
over 460 million total vaccine doses, of which
over 190 million doses were our successfully
launched Omicron XBB.1.5-adapted monova-
lent COVID-19 vaccine.3
As we transitioned out of the pandemic into
a more endemic-like situation, 2023 helped
us better understand the future demand for
COVID-19 vaccines. We expect COVID-19
to remain an annual seasonal disease with
peaks in the respiratory infection season: This
means that vaccinations are likely to largely shift
to annual seasonal use, and we are adapting
our company accordingly.
The transition of SARS-CoV-2 to an endemic
infectious disease had an effect on our 2023
revenues, which were at approximately
€3.8 billion. In the same period, we had less
expenditures than originally planned, and
we maintained a strong financial position.
1) Company assessment as of December 3, 2023. 2) Partnered with Pfizer; cumulative doses shipped in the years 2021-2023. 3) Figures according
to BioNTech’s annual report on Form 20-F for the year ended December 31, 2023, available at https://investors.biontech.de/node/15956/html;
accessed March 22, 2024.
BioNTech | Annual Report 2023 20
with approximately €17.7 billion in cash, cash
equivalents, and security investments. We
remained profitable in 2023, ending the year
with approximately €0.9 billion in net profit.
As we look to 2024, we expect our COVID-19
vaccine franchise to stay cash-generative
given our partnership model with Pfizer. We
will continue to focus on cost discipline, even
as we invest in the next wave of innovation.
The World Health Organization (“WHO”)
expects that SARS-CoV-2 will remain a risk
for people around the world as new variants
emerge, making the need for addressing it
critical.4 In line with our goal to provide people
worldwide with COVID-19 vaccines that are
adapted to newly circulating virus variants
or sublineages, we launched an Omicron
XBB.1.5-adapted monovalent COVID-19
vaccine. We have introduced single-dose
vials and non-frozen pre-filled syringes in
the United States, which we delivered in line
with the orders. We expect a transition from
advanced purchase agreements to commercial
market ordering in more geographies in the
future.
Looking ahead, it is our goal to continue
building a sustainable respiratory vaccine
business and retain a market-leading position
in COVID-19 vaccines. To this end, we have
continued to work on combination vaccine
candidates with Pfizer. Our combination
vaccine candidate against COVID-19 and
4) https://www.who.int/europe/news/item/12-06-2023-with-the-inter-
national-public-health-emergency-ending--who-europe-launches-its-
transition-plan-for-covid-19, accessed February 15, 2024
BioNTech | Annual Report 2023
We believe combining
complementary treatment
modalities may enable us to
better leverage the potential
of each technology to provide
precise and personalized
treatments to patients,
improving outcomes and
reducing the risk of resistance
to therapies.
21
influenza moved into a Phase 3 trial in
December 2023.
A GROWING MID- AND LATE-STAGE
ONCOLOGY PIPELINE //
In 2023, we successfully advanced and
broadened our diversified pipeline and now
have multiple ongoing registrational trials.
We also have leveraged our strong financial
position with continued investment in R&D.
Our oncology pipeline is set to drive long-
term growth for the company. It is based on
our understanding that cancer is a highly
individual disease. To this end, we want to
lead in the individualization of cancer med-
icine and address the continuum of cancer
treatments and bring novel therapies to
patients, from early disease stages to late-
stage metastatic disease.
We have built a portfolio of different platform
technologies with combination potential and
synergistic mechanisms of action, encom-
passing development programs for immuno-
modulators, cell and precision therapies, as
well as personalized mRNA vaccines across
a wide range of solid tumors and stages of
treatment. With this approach, we aim for a
widespread application of our platform tech-
nologies in combination with effective target
selection to address a range of solid tumors
in different stages of the disease with high
medical need.
In 2023, we not only complemented the
pipeline with in-licensed assets, but also
presented encouraging data at various
scientific conferences across our platform
technologies. This included data for the
investigational mRNA vaccine program
autogene cevumeran/BNT1225 in patients with
adjuvant pancreatic ductal adenocarcinoma,
our fully owned autologous cell therapy
candidate BNT211 in combination with an
mRNA booster, and data on programs we are
developing with partners. The data present-
ed for the antibody candidate BNT3166 for
patients with non-small cell lung cancer and
the investigational antibody drug conjugate
BNT3237 for endometrium and breast cancer
patients led to the start of pivotal Phase 3
trials for both assets.
We believe combining complementary
treatment modalities may enable us to better
leverage the potential of each technology to
provide precise and personalized treatments
to patients, improving outcomes and reducing
the risk of resistance to therapies. We expect
to continue building and maturing our oncology
pipeline in 2024 in anticipation of potential
commercial oncology launches as soon as
2026, if approved. We aim to have ten or more
indication approvals by 2030.
5) I In collaboration with Genentech Inc. (“Genentech”), a member of the Roche Group. 6) In collaboration with OncoC4, Inc. (“OncoC4”).
7) In collaboration with Duality Biologics (Suzhou) Co. Ltd. (“DualityBio”).
BioNTech | Annual Report 2023 22
BioNTech | Annual Report 2023 23
ECOSYSTEM DEVELOPMENT //
Our vision is to improve the health of people
worldwide by bringing innovative therapies
to patients where they are needed. To this
end, we initiated a number of public-private
partnerships in 2023, which aim to support
the development of immunotherapies and
vaccines as well as expand access to our
product candidates, building on our expertise
in R&D as well as manufacturing.
We entered into a collaboration with the
government of the United Kingdom to
augment our clinical trial network for person-
alized mRNA immunotherapies with the aim to
provide personalized cancer therapies for up
to 10,000 patients by the end of 2030, either
in clinical trials or as authorized treatments. In
the state of Victoria in Australia, we entered a
multi-year partnership aimed at strengthen-
ing the local mRNA ecosystem by supporting
the development of innovative medicines
from research to application in the clinic. We
intend to progress the development of inves-
tigational mRNA-based medicines and other
product candidates with the aim of treating
up to 4,000 cancer patients in Australia and
New Zealand over a ten-year period, either in
clinical trials or as authorized treatments.
initiatives to help build a sustainable and resil-
ient African vaccine ecosystem. Our state-
of-the-art manufacturing site in Kigali could
become the first commercial-scale mRNA
manufacturing facility on the continent, and
we plan to equip it to manufacture a range of
mRNA-based vaccines targeted to the needs
of the African Union member states.
This ties in with our development activities
for prophylactic mRNA vaccine candidates
targeting infectious diseases such as tuber-
culosis, malaria, and HIV, as well as dis-
eases with epidemic and pandemic potential,
including mpox. Clinical trials for tuberculosis
and malaria vaccine programs are already
underway in South Africa and the United
States, respectively. By the end of 2024, we
plan to have ongoing clinical trials in Africa for
vaccine candidates against malaria, tubercu-
losis, and HIV.
STRENGTHEN CORE CAPABILITIES
WITH EXTERNAL INNOVATION //
We have made significant progress in
enhancing our core capabilities with external
innovation. The rationale behind these deals
is to strengthen our backbone and comple-
mentary technologies, and we have already
started to create value.
2023 also marked an important milestone in
our efforts to help support equitable access
to novel medicines globally: We inaugurated
our site in Kigali, Rwanda, which is one of our
In 2023, we entered into licensing deals for
six different clinical stage assets, including
in-licensing an investigational antibody
candidate from each of OncoC4 and Biotheus
Inc. (“Biotheus”), as well as investigational
antibody-drug conjugates from DualityBio
and MediLink Therapeutics (Suzhou) Co., Ltd.
(“MediLink”). Two of those assets – BNT316
and BNT323 – moved into pivotal trials within
six months of signing the respective deal.
We also acquired InstaDeep Ltd.
(“InstaDeep”) with the intent to integrate
world-class capabilities in supercomputing,
artificial intelligence (“AI”) research, and
generative AI into drug design and delivery.
Examples include optimization of mRNA and
protein design, and end-to-end optimization
for personalized medicines from genome
and mutanome analysis to target prediction
and manufacturing. We aim to implement AI
and machine learning capabilities into our
processes even more, planning to scale our
platforms so that we are able to develop
more precise products and provide them to
patients more efficiently.
We will continue to focus on scaling the busi-
ness for commercial readiness in oncology
in multiple countries by the end of 2025. One
step toward achieving this is our strategic
collaboration with Autolus Therapeutics plc
(“Autolus”), which we signed in February
2024. The collaboration grants us the option
to access Autolus’ commercial and clinical
site network, CAR-T cell therapy manufac-
turing capacities, and commercial supply
BioNTech | Annual Report 2023 24
Your Management Board,
Prof. Ugur Sahin, M.D.
Chief Executive Officer
Jens Holstein
Chief Financial Officer
Sean Marett
Chief Commercial Officer,
Chief Business Officer
Sierk Poetting, Ph.D.
Chief Operating Officer
Prof. Özlem Türeci, M.D.
Chief Medical Officer
Ryan Richardson
Chief Strategy Officer
James Ryan, Ph.D.
Chief Legal Officer
infrastructure in a cost-efficient set-up. This
has the potential to enable the expansion of
our cell therapy program BNT211 into trials for
multiple cancer indications.
A NOTE ON ACTING TOGETHER //
“Acting together” is not only a description of
our pipeline approach, but also a reflection of
our culture. At BioNTech, we believe in acting
together not only within the company, but also
with stakeholders, including our collabora-
tors, business partners, regulators, communi-
ty members, and many more. We saw during
the COVID-19 pandemic that this approach
was instrumental in successfully reaching
a common goal, and we are convinced that
by acting together, we will be able to work
towards our vision of improving the health of
people worldwide.
The development of the COVID-19 vaccine
has transformed BioNTech. The realization of
our oncology pipeline has the same potential
to transform our company once more. Howev-
er, this will only be possible thanks to the con-
tinued unrelenting commitment, passion, and
hard work of our employees. We would also
like to thank you, our shareholders, for your
continued support and look forward to taking
the next steps to turn our vision into reality.
“Acting together”
is not only a description
of our pipeline approach,
but also a reflection
of our culture.
BioNTech | Annual Report 2023 25
INTERVIEW WITH
HELMUT JEGGLE
AND UGUR SAHIN
BioNTech | Annual Report 2023 BioNTech | Annual Report 2023
26
“The COVID-19 vaccine
has not only contributed
significantly to BioNTech’s
revenues but has also shown
the efficiency of a business
model which is based on
innovative technologies.”
HELMUT JEGGLE
CHAIRMAN OF THE
SUPERVISORY BOARD
How would you summarize the
year 2023?
What goals did you set for yourself in 2023,
and did you achieve them?
HELMUT JEGGLE // While the years 2020
to 2022 were characterized by the develop-
ment, large-scale production and supply of
the COVID-19 vaccine together with Pfizer,
2023 was a year in which BioNTech refo-
cused to advance a core area: our oncology
pipeline. The Company tailored its strategy by
in-licensing further product candidates in late-
stage clinical development. These included
antibody-drug conjugates, or ADCs, a new
targeted form of chemotherapy. BioNTech’s
goal is to be as efficient as possible in submit-
ting these candidates for regulatory approval.
UGUR SAHIN // We believe antibody-drug
conjugates represent an exciting and import-
ant advancement in medicine, and we expect
their broad applicability in the treatment of
cancer within the next 15 years. We have
forged collaborations with powerful and
innovative partners in this field with whom we
are jointly developing these candidates. We
envision an exciting opportunity to combine
ADCs with our proprietary product candi-
dates, which also aligns with our strategy of
developing complementary and synergistic
therapeutic approaches. By doing so, we
aim to extend the reach of our therapies to
broader patient populations, thereby making
a tangible difference in their lives.
UGUR SAHIN // We had three overarching
goals in 2023, all of which were successfully
achieved at BioNTech. Our first goal was to
close the financial year on a profitable note
while maintaining our leadership in COVID-19
vaccines. This objective was met, largely
due to our effective development and rollout
of a variant-adapted vaccine. Second, we
sought to strategically invest in our oncology
pipeline, launching several potentially pivotal
trials in 2023 while bolstering our technology
platforms through strategic collaborations to
further solidify our position in this area. Third,
within the realm of infectious diseases, we
successfully advanced our vaccine candi-
dates targeting shingles, tuberculosis and
mpox into clinical trials. We anticipate initial
data for some of these candidates in 2024.
How significant is the COVID-19 vaccine
business for BioNTech? Are there additional
revenue streams for the Company?
UGUR SAHIN // The COVID-19 vaccine,
including its seasonal adapted variant vac-
cines, are our only approved product to date.
In 2023, we witnessed a pivotal transition
from the pandemic phase to more and more
seasonal vaccination campaigns. In many
countries, a vaccination against COVID-19
BioNTech | Annual Report 2023 27
is now recommended primarily for older
individuals and those with underlying health
conditions, leading to a corresponding decline
in demand for the COVID-19 vaccine. Looking
ahead, we anticipate an ongoing need for
seasonal, variant-specific vaccines tailored to
specific population groups. It’s imperative for
us to address this seasonal dynamic while si-
multaneously advancing the development of a
combination vaccine targeting both COVID-19
and influenza. In addition to our COVID-19 vac-
cine business, we generate revenues through
our service-based enterprises, including sub-
sidiaries like InstaDeep, JPT Peptide Technol-
ogies, and IMFS, as well as revenues from our
pandemic preparedness contract in Germany.
GROBENTWURF
HELMUT JEGGLE // The COVID-19 vaccine
has not only contributed significantly to BioN-
Tech’s revenues but has also shown the effi-
ciency of a business model which is based on
innovative technologies. From the initial stages
of research and development to the estab-
lishment of robust production capacities and
logistics infrastructure to meet the demand,
BioNTech’s comprehensive vertical integration
exceeded the expectations set at the time of
its IPO. This revenue stream is also serving as
a valuable lesson in cost discipline, providing
BioNTech with a defined financial framework
to pursue other innovative projects. With this
foundation in place, the Company now has the
opportunity to solidify its business model and
extend its success into oncology.
What expenditures do you expect in 2024,
and where will you allocate investments in
particular?
UGUR SAHIN // Our focus is specifically
on three core areas: advancing potentially
registrational trials with the aim of product
launches in oncology, ensuring the Company’s
organizational launch readiness, and the
ongoing development of our pipeline en-
compassing vaccine candidates targeting
COVID-19 and other infectious diseases.
The bulk of our expenditure is allocated to
oncology, primarily to support more advanced-
stage clinical trials and the launch readiness.
Furthermore, we are advancing several
vaccine candidates for infectious diseases
into the next clinical phase. In addition, in
2023, we have further bolstered our interna-
tional presence to facilitate clinical trials and
prepare for potential market launches across
various regions, including the US, the UK,
Singapore, Rwanda, and Australia.
What are your goals for 2024 and the
upcoming years in the field of oncology?
UGUR SAHIN // By the end of 2024, we aim
to have a ten or more clinical trials with regis-
trational potential across various indications
within our pipeline. Our overarching target in
oncology is to launch the first product, if ap-
proved, by 2026 and to secure ten indication
approvals by 2030. Our vision is to transform
BioNTech into a sustainable income-gen-
erating entity through a series of approvals,
thereby delivering tangible value to patients,
the society, investors, and the Company alike.
HELMUT JEGGLE // What Ugur Sahin is
setting out here are very ambitious goals
indeed. It is therefore important that the
Company strikes a balance between R&D and
commercialization. BioNTech had already
started to build an organization to successfully
commercialize its oncology products. This
remains an important strategic aspect in 2024.
You have licensed new candidates.
What is the rationale behind this?
UGUR SAHIN // The candidates we have
in-licensed hold significant strategic impor-
tance for us because we believe they possess
the potential to be used in patients to achieve
a potent effect in advanced disease settings
and could have synergies with our immu-
notherapies. For instance, ADCs offer the
possibility to debulk large tumors to eradicate
residual tumor cells through subsequent
immunotherapy. Currently, we are assessing
ADCs targeting specific types of cancer in
the lung, breast, and gastrointestinal tract. In
combination with ADCs, we expect to be able
to extend the scope of our immunotherapies
to advanced cancers.
BioNTech | Annual Report 2023 “Cancer is not a single disease,
but rather a spectrum of
diseases, each unique in its
characteristics. Hence, our
pipeline is structured into
three distinct therapeutic
approaches.”
PROF. UGUR SAHIN, M.D.
CHIEF EXECUTIVE OFFICER
28
HELMUT JEGGLE // At an early stage,
BioNTech recognized the opportunity and
combined a scientific pioneering spirit with
strong entrepreneurship in the ADC space.
It is noteworthy that two of the in-licensed
product candidates, one an antibody can-
didate and the other an ADC candidate, are
already being evaluated in Phase 3 studies.
Mr. Jeggle, in the 2021 annual report you
said that BioNTech is fully financed until the
next product launch. Do you stand by that
statement? Will the Company propose a
dividend to shareholders this year?
HELMUT JEGGLE // Given the Company’s
ambitious targets, there is currently little
latitude for dividends, which will not be
proposed at the upcoming Annual General
Meeting. BioNTech’s primary objective is to
develop the Company into sustainable
profitability by 2030 without the need for
additional capital. The potential for future divi-
dends is also contingent upon sales from our
COVID-19 vaccine business. Hence, in 2023,
we established a Product Committee at
BioNTech to further develop the product
pipeline with a target-oriented approach,
paving the way for market access.
The feedback we have received by both
private and institutional investors is that they
recognize the Company’s potential, grounded
in its scientific standing, and endorse the
BioNTech | Annual Report 2023 29
You have a well-filled pipeline with over 30
candidates in oncology alone and across
different drug classes. How is that made
up? Why do you need so many candidates?
of approval. Our strategic intent is to position
ourselves to commercialize these products
across various indications in the future, thereby
expanding their reach and impact.
strategy of leveraging BioNTech’s financial
position to spearhead the next wave of
potential product launches.
What was BioNTech’s strategic direction
when it went public, and has the Company
maintained that course?
UGUR SAHIN // Our objective was to pioneer
the next generation of immunotherapies, aiming
to significantly enhance treatment outcomes
for cancer patients. Our focus was and still is to
help shape a new era of personalized medi-
cine as pioneers. In 2023, we found ourselves
poised to realign with our original mission. The
notable difference from 2019 lies in our new-
found financial and organizational resources
that empower us to turn our vision into reality
on a grander scale. This achievement is based
on the dedication and ambition of our teams,
whose passion has propelled us forward. We
extend our gratitude to our colleagues who
work diligently with us every day to actively
shape the medicine of tomorrow.
UGUR SAHIN // Cancer is not a single disease,
but rather a spectrum of diseases, each unique
in its characteristics. Hence, our pipeline is
structured into three distinct therapeutic
approaches. First, we are dedicated to devel-
oping candidates for targeted therapies, which
encompass modalities such as CAR-T cell
therapies or ADCs. These interventions are
primarily tailored to combat cancer in patients
at advanced stages of the disease. Second, our
focus extends to the development of immuno-
therapies, exemplified by antibodies, aimed at
fortifying the immune system. This holds the
potential to exert long-term control over tumors
in some patient populations. The third compo-
nent of our pipeline centers
on personalized mRNA cancer vaccine
candidates designed to prevent relapses
and metastases effectively.
HELMUT JEGGLE // From my perspective,
two key factors stand out: First, BioNTech now
has the autonomy to self-finance, based on its
COVID-19 vaccine business. Consequently,
influence of external risks has been reduced.
Second, the Company has experienced a
remarkable surge in both growth and exper-
tise – arguably surpassing what was foresee-
able back in 2019.
We pride ourselves on being among the few
companies committed to researching a diversi-
fied toolbox comprising of various mechanisms
of action, including the aspect of whether and
how these could be combined and act syner-
gistically to enhance their effect. We are initially
evaluating the therapeutic approaches in indi-
cations with a high medical need or for larger
patient populations for which we see probability
What are you looking forward to in 2024?
HELMUT JEGGLE // It is an important year for
BioNTech. The year 2024 marks a new begin-
ning, and that always means something exciting.
This year, our focus is on fortifying our organi-
zational infrastructure for commercialization in
furtherance of launch readiness,
and on enhancing transparency in product de-
velopment progress, particularly in potentially
registrational trials. BioNTech has consistently
demonstrated its strength as a cohesive team,
and I want to extend my heartfelt appreciation
for everyone’s passion, dedication,
and drive. Without each individual’s contribu-
tion, the Company would not be where it stands
today.
UGUR SAHIN // Thank you, Helmut, I share
your sentiment wholeheartedly. As part of
this remarkable team, I am eager to propel our
candidates toward market launch, pending
regulatory authorization, and demonstrate the
value they bring to both the Company and to
society. We have a unique opportunity to drive
transformative change in the field of medicine,
and I firmly believe we have everything it takes
to establish BioNTech as one of the leading
global immunotherapy companies.
BioNTech | Annual Report 2023 30
REPORT OF THE
SUPERVISORY BOARD ON
THE FINANCIAL YEAR 2023
PROF. RUDOLF
STAUDIGL, PH.D.
PROF. ANJA
MORAWIETZ, PH.D.
PROF. CHRISTOPH
HUBER, M.D.1
HELMUT JEGGLE
CHAIRMAN OF THE
SUPERVISORY BOARD
NICOLA
BLACKWOOD 1
MICHAEL
MOTSCHMANN
ULRICH
WANDSCHNEIDER, PH.D.
1) Nicola Blackwood was elected to the Supervisory Board on May 25, 2023. She succeeded
Prof. Christoph Huber, M.D., who left the Supervisory Board after reaching the retirement age limit.
BioNTech | Annual Report 2023 31
In the past year, BioNTech SE continued to transition towards becoming a
leading global immunotherapy Company. The Company maintained its leading
position for COVID-19 vaccines in key markets. At the same time, BioNTech focused
on its growing oncology pipeline and advanced several candidates from different
drug classes to later stages of development. Part of this effort also included the
Management Board’s strategic decision to license clinical projects in late-stage
development to be able to further additional candidates towards regulatory
submission and to potentially develop new oncology treatment standards in-house
and combine them with other therapies.
BioNTech | Annual Report 2023 32
In addition, BioNTech strengthened its
technology platforms, digital capabilities,
and infrastructure through corresponding
investments and strategic partnerships. This
includes the acquisition of InstaDeep Ltd.
(“InstaDeep”) as part of BioNTech’s strategy
to build world-leading capabilities in AI-
driven drug discovery and the development
of next-generation immunotherapies and
vaccines to address diseases with high
unmet medical needs.
Combining all these factors with the Company’s
strong financial position places BioNTech
well for 2024. In the current financial year,
the aim will be to deploy resources with the
necessary level of cost discipline, while the
Management Board will continue to focus on
the oncology segment, and the Company is
preparing to potentially launch its first oncology
products in various markets.
Throughout the financial year 2023, the
Supervisory Board, under my Chairmanship,
performed its duties and obligations in
accordance with the law and the Articles
of Association, as well as its Rules of Proce-
dure. At the Annual General Meeting on May
25, 2023, the Supervisory Board changed
its composition: Prof. Christoph Huber,
M.D. stepped down, and Baroness Nicola
Blackwood was elected as a member of the
Supervisory Board of BioNTech SE as his
successor.
Nicola Blackwood is Chairwoman of the
Advisory Board of Oxford University Innovation
Ltd., CEO of Blackwood Intelligence Ltd.,
Chairwoman of the Advisory Board of
Genomics England as well as an indepen-
dent advisor. She complements the Board’s
established competence profile particularly
with her expertise in the areas of science
and innovation, as well as her strong strate-
gic and analytical skills. Nicola Blackwood
also has proven expertise in research and
development, digitalization, and corporate
social responsibility (CSR)/sustainability
and international experience in the markets
relevant to the Company. During the Annual
General Meeting of the financial year 2023,
Ulrich Wandschneider, Ph.D. and Michael
Motschmann were re-elected, which con-
tributes to the continuity and a sustainable
long-term focus of the Company.
CONTROL AND MONITORING
FUNCTION OF THE SUPERVISORY
BOARD TOWARDS THE
MANAGEMENT BOARD//
The Supervisory Board continuously
monitored the Management Board,
regularly advised it, and oversaw the
strategic development of the Company.
As the Supervisory Board, we closely follow
the rapid development of the Company, and
we apply our know-how, entrepreneurial
focus, and approach of agile control to
support BioNTech’s business activities and
its team. Among other things, the Management
Board regularly informed us about current
business activities and future business
planning (including financial, investment and
personnel planning). In addition, we regularly
consulted with the Management Board on
the risk situation, risk management and
compliance in the Company. As Chairman of
the Supervisory Board, I was also in regular
contact with the Management Board beyond
the Supervisory Board meetings. Within this
framework, I was routinely informed about all
matters relating to the Company, including
its legal and business relations with affiliated
companies, and all significant business trans-
actions and matters at affiliated companies.
On the basis of reporting by the Management
Board, which was prepared in cooperation
with the respective specialist departments,
we discussed business developments and
events of importance to the Company in detail.
Where necessary, the Supervisory Board was
supported in this by the respective responsible
committees. We, as the Supervisory Board,
maintain an active dialogue with the Manage-
ment Board to embrace BioNTech’s rapid
development and to review their decisions,
considering the opportunities and risks
without any unnecessary delays. In doing so,
we always keep in mind the Company’s goals:
for example, the goal of having several
products that are market-ready by 2030.
BioNTech | Annual Report 2023 33
The Supervisory Board was directly involved
at an early stage in all decisions of fundamental
importance to the Company. Where the law,
the Articles of Association or the Rules of
Procedure required the approval of the
Supervisory Board for individual measures,
a corresponding resolution was passed.
The Supervisory Board approved the respec-
tive resolutions proposed by the Manage-
ment Board after thorough examination and
discussion.
Cooperation with the Management Board of
BioNTech was characterized by responsible
and goal-oriented action in every respect.
The Management Board fully fulfilled its
reporting obligations to the Supervisory Board,
both verbally and in writing, to constantly
enable the Supervisory Board to assure itself
as to the legality and regularity, appropriate-
ness, and economic efficiency of the man-
agement of the Company.
FOCUS TOPICS AND MEETINGS OF THE
SUPERVISORY BOARD //
A total of six ordinary meetings were held
in the financial year 2023, during which the
strategic development of the Company was
discussed, generally jointly with the Man-
agement Board. The 2023 meetings were
held on March 08, March 23, May 10, May 25,
September 14, and December 14, 2023. All
members of the Supervisory Board attended
the individual meetings except for the
BioNTech | Annual Report 2023 34
meeting on March 23, which Prof. Rudolf
Staudigl and I, Helmut Jeggle, were unable
to attend. Members of the BioNTech Man-
agement Board also attended some of these
meetings. All Management Board members
attended the meetings on March 08, September
14, and December 14, 2023. In addition, Jens
Holstein attended the meeting on March 23
and all Management Board members except
for Prof. Özlem Türeci, M.D. attended the
meeting on May 10. The meeting on May 25
was held without the Management Board.
A short meeting was also held following the
quarterly meeting on December 14, which
was only attended by James Ryan, Ph.D. from
the Management Board. A multi-day strategy
workshop was held in March and September
2023, respectively, and was attended by
the entire Supervisory Board and Manage-
ment Board to discuss the Company’s future
strategic direction. Within the framework of
the meetings and outside the meetings, the
Supervisory Board also met and discussed
regularly without the Management Board. All
six ordinary meetings were held in person.
The focus of the ordinary meetings in the
financial year 2023 was on deliberations
regarding the continued development of the
Company’s business related to the Pfizer-
BioNTech COVID-19 vaccine and the
associated strategic decisions regarding
adaptations to the Omicron variant and its
sublineages, as well as decisions with regards
to production, supply, delivery, and distribution
of the vaccine worldwide. In addition, a focus
was placed on deliberations regarding the
Company’s pipeline development in the areas of
oncology and infectious diseases as well as on
the completion of new strategic collaborations.
The Supervisory Board was also involved
in decisions about the strengthening and
extension of the developed corporate strategy,
including the growth of the Company and the
accompanying expansion into various regions
worldwide.
In addition to the focus topic of the COVID-19
vaccine business and the pipeline expansion in
the areas of oncology and infectious diseases,
the Supervisory Board addressed the following
topics during the 2023 financial year:
Review of production of the COVID-19
vaccine, as well as its commercialization,
network development, creation of a
development plan adapted to changing
population health needs worldwide,
national and international distribution as
well as facilitating global availability of the
COVID-19 vaccine;
Review of the expansion of distribution
and commercialization of the COVID-19
vaccine and support of global vaccine
supply to populations by entering into
supply agreements as well as collaboration
agreements with multiple companies and
governments worldwide;
Review of the advancement of the
diversified portfolio of oncology product
candidates and the achievement of clinical
trial milestones in the areas of oncology
and immunology, and development of IT
processes to support clinical development;
Review of strategy, structure and
process development in the areas of com-
mercialization, communication, digitization
and cooperations at the respective sites;
Review of the expansion of laboratory
and production capacity and office
space, as well as the development of new
manufacturing facilities to expand produc-
tion and distribution capacity worldwide,
including development and construction of
BioNTainers intended to expand vaccine
production worldwide;
Review of the Company’s global growth
and related measures, such as site expan-
sion in Africa, Asia and Australia;
Review of and participation in public-
private partnerships to advance the devel-
opment of immunotherapies through the
expansion of clinical trials;
BioNTech | Annual Report 2023 35
Monitoring the Company’s financing
activities;
Completion of several collaborations,
investments and licensing agreements,
in particular with regard to strategic
rationales;
Review of the established terms and
parameters for determining the restricted
stock units, or RSUs, announced in January
2024 under the BioNTech Employee 2020
Long-Term Equity Plan (“BioNTech Employee
2020 Equity Plan”) for employees;
Setting the agenda and review of the
draft resolutions for the 2023 Annual
General Meeting;
Review and appraisal of the compensation
granted and owed in the 2023 financial
year and of the compensation system
applied as part of the compensation report
pursuant to Section 162 of the German
Stock Corporation Act (AktG);
Review and monitor the achievement of
the Company’s 2023 goals and the setting
of the budget for the 2024 financial year;
Review and discussion of the financial
statements and the combined manage-
ment report for BioNTech SE and the
Group;
Review and discuss the effectiveness of
the internal control system and risk man-
agement as well as the results of the annual
auditor’s review;
Consideration of all corporate gover-
nance issues and review of compliance with
the recommendations of the Corporate
Governance Code both in and after the
2023 financial year; and
Discussion and review of the Company’s
sustainability report.
COMMITTEES //
To implement its monitoring and advisory
function, the Supervisory Board has formed
three committees: an Audit Committee, a
Compensation, Nomination and Governance
Committee, and a Capital Markets Committee.
The above-mentioned key topics were
prepared by the committees, including the
associated resolutions and issues, for subse-
quent consideration by the full Supervisory
Board. Effective October 01, 2023, a new
Product Committee was established.
The Audit Committee consisted of Prof.
Anja Morawietz, Ph.D., Ulrich Wandschneider
and Rudolf Staudigl throughout the 2023
financial year. Anja Morawietz is the Chair
of the Audit Committee. In particular, the
Audit Committee deals with monitoring the
Company’s accounting, monitoring the
BioNTech | Annual Report 2023 36
establishment and effective functioning of
internal controls over financial reporting,
monitoring compliance with SOX regulations
(Sarbanes-Oxley Act Section 404), and
monitoring the establishment and effective
functioning of the risk and compliance man-
agement system and the internal auditing
system. For the quarterly financial statements
as of March 31, June 30, and September 30,
2023, as well as the annual financial state-
ments as of December 31, 2023, the Audit
Committee held discussions with the auditors
and representatives of the accounting depart-
ment, discussed the key points of the audit,
and discussed the publications in detail with
the Management Board. For reports requiring
approval by the Supervisory Board, the Audit
Committee prepared the resolutions for the
Supervisory Board’s decision. The Committee
met eight times in the 2023 financial year. Of
these, a total of four meetings were held in
person, three as hybrid meetings, and one
meeting took place as a video conference.
Ulrich Wandschneider was unable to attend
one meeting; otherwise, all members of the
Audit Committee attended all meetings.
All members of the Audit Committee qualify as
“independent directors” for the financial year
2023 within the meaning of Rule 10A-3 under
the U.S. Securities Exchange Act of 1934, as
amended (the “Exchange Act”) and Nasdaq
Listing Rule 5605. In addition, all members have
qualified as “audit committee financial experts”
as defined under the Exchange Act. In addition,
all members also have the special knowledge
and experience in the field of accounting as well
as expertise in the field of auditing as required
by the German Corporate Governance Code.
This includes knowledge and experience in the
application of accounting principles and internal
control and risk management systems, and
special knowledge and experience in auditing
financial statements. Anja Morawietz and
Ulrich Wandschneider also possess knowledge
of sustainability reporting and auditing.
Throughout the financial year 2023, Rudolf
Staudigl and Michael Motschmann were
members of the Compensation, Nominating
and Corporate Governance Committee.
Until May 25, 2023, Christoph Huber was
part of the Committee. Since May 25, 2023,
Nicola Blackwood has replaced Christoph
Huber on this Committee. Rudolf Staudigl is
the Chair of the Committee. The Compensa-
tion Committeedeals with fundamental issues
relating to the compensation and determina-
tion of the salaries of the Management Board,
and with the compensation of the Supervisory
Board as well as the employee stock option
programs. In the financial year 2023, it focused
on the elections to the Supervisory Board
and the implementation of new Management
Board contracts to be concluded in 2023.
For the new and re-elections of the Supervi-
sory Board, the Committee made proposals to
the full Supervisory Board. Furthermore, the
Compensation, Nomination and Corporate
Governance Committee reviewed the com-
pensation system for the Management Board
and Supervisory Board members by com-
missioning external consultants to conduct a
benchmark analysis and discussed the result
as well as possible future adjustments. In
addition, the Committee held discussions to
determine corporate goals, which were then
discussed by the full Supervisory Board. The
actual application of the compensation system
in the 2023 financial year was assessed
in the form of the compensation report in
accordance with Section 162 of the German
Stock Corporation Act (AktG). In the financial
year 2023, the Committee also addressed
the requirements for implementing a share
repurchase program and discussed the
introduction of shareholder guidelines with
the Management Board. Additional possible
performance-based employee shareholder
programs which are in line with corporate
objectives were discussed. In addition, the
Committee addressed the development of
a corporate governance standard for the
Company that meets the requirements of both
Nasdaq Global Select Market and the German
Corporate Governance Code. The Committee
met seven times during the 2023 financial year.
The seven meetings took place as video con-
ferences. Three meetings were only attended
by Michael Motschmann and Rudolf Staudigl.
All other meetings were attended by all mem-
bers of the Committee.
BioNTech | Annual Report 2023 37
The Capital Markets Committee consisted
of me, Helmut Jeggle, Michael Motschmann,
and Anja Morawietz throughout the financial
year 2023. To this day, I continue to act as
Chair of the Committee. The Capital Markets
Committee advised the Supervisory Board
on capital market measures which took place
during the 2023 financial year, in particular
measures taken to integrate InstaDeep
following its acquisition, as well as other
potential takeover, merger and acquisition
activities. In the financial year 2023, the Com-
mittee also focused on the regular analysis
of the Company’s investor structure, investor
expectations regarding BioNTech and their
goals for the financial year 2023 as well as
feedback from investors. The Committee held
discussions on strategic corporate planning,
share price performance, and analyst ratings.
The Committee also held discussions on indi-
vidual targets of potential M&A transactions,
regularly discussed updates on planned
or ongoing transactions, and engaged in
discussions on the topic of communicating
with investors. The Committee met four times
during the 2023 financial year. All of these
meetings took place as video conferences.
All members of the Committee took part in all
meetings.
Following extensive discussions in the Su-
pervisory Board and two strategy workshops
with the Management Board, it was decided
to establish a new Product Committee. This
Committee was formally formed on October 1,
2023. Its members are Ulrich Wandschneider,
Nicola Blackwood and me, Helmut Jeggle.
Ulrich Wandschneider serves as Chair of
this Committee. The Product Committee’s
responsibilities include strategy, execution
and communications advice in relation to
relevant launch efforts as well as overseeing
activities related to product development,
launch plans and their implementation.
Special attention is given to advising on
the market potential of products in clinical
development. Prior to the establishment of
the Product Committee, several preliminary
discussions were held between the members
of the Committee and Ugur Sahin, a represen-
tative of the Management Board, to define the
structure and responsibilities of the Product
Committee. The Committee met once in the
2023 financial year. During this meeting, the
focus was on discussing future work priorities,
setting strategic goals, and laying the founda-
tion for next steps. All members of the Commit-
tee took part in this in-person meeting.
CORPORATE GOVERNANCE //
Together with the Management Board,
we thoroughly examined the recommenda-
tions of the Corporate Governance Code.
BioNTech adheres to the recommendations
of the Corporate Governance Code with the
exception of the provisions explicitly listed
in the Declaration of Conformity pursuant to
Section 161 of the German Stock Corporation
BioNTech | Annual Report 2023 38
Act (AktG) dated February 27, 2024, and for
which an explanation is provided as to why
these are not complied with. We will continue to
support the Management Board in its efforts
to fully comply with the recommendations of
the German Corporate Governance Code in
the future.
CONFLICTS OF INTEREST ON THE SUPER-
VISORY BOARD AND MANAGEMENT
BOARD, SELF-ASSESSMENT, FURTHER
TRAINING AND COMPETENCE PROFILE //
Conflicts of interest of Supervisory Board
and Management Board members that may
arise, for example, as a result of a consultancy
or board function with customers, suppliers,
lenders or other third parties, are disclosed in
the interests of good corporate governance.
There were no potential conflicts of interest
for the Supervisory Board and Management
Board in the 2023 financial year. Accord-
ingly, neither the Supervisory Board nor the
Management Board members waived their
right to participate in the discussion of indi-
vidual agenda items or to vote on the relevant
resolutions.
As members of the Supervisory Board, we
regularly participated in training and further
education measures in the 2023 financial
year. This included, e.g., various workshops
and training events on topics relevant to
the Company. In addition, the Supervisory
Board received training from an external legal
advisor commissioned by the Company on
the topics of sustainability/CSR, cybercrime
and common corporate risks. After the end
of the financial year, the Supervisory Board
conducted a self-assessment by completing
a written questionnaire to evaluate the meth-
ods used by the Supervisory Board and the
collaboration with the Management Board.
This evaluation covered all key aspects of
the Supervisory Board’s work, including
its committees, composition, competence
profile, main topics, and its relationship with
the Management Board. Following the evalu-
ation of this self-assessment, the work of the
Supervisory Board, its committees and the
Management Board remains professional and
cooperative. No fundamental need for change
was identified.
The Supervisory Board established a compe-
tency profile for the entire body, which covers
various specialist areas. As the Supervisory
Board, we ensure that the competency profile
is met by our members and updated as nec-
essary. In addition, the Supervisory Board al-
ways endeavors to fill this competency profile
when appointing members to the full body.
ANNUAL AND CONSOLIDATED
FINANCIAL STATEMENTS AUDIT //
In accordance with the resolution of the
Annual General Meeting on May 25, 2023,
the Supervisory Board has commissioned
EY GmbH & Co. KG Wirtschaftsprüfungs-
gesellschaft to audit the annual financial
statements for the 2023 financial year.
The audit includes:
the annual financial statements of
BioNTech SE in accordance with HGB;
the report on relations with affiliated
companies pursuant to Section 313 para.
1 of the German Stock Corporation Act
(AktG), the so-called dependency report;
the consolidated financial statements
prepared in accordance with Section 315e
para. 3 in conjunction with para. 1 HGB on
the basis of International Financial Reporting
Standards (IFRS) as adopted by the EU;
the consolidated financial statements,
which have been prepared in accordance
with IFRS as issued by the International
Accounting Standards Board (IASB) and
filed on Form 20-F with the U.S. Securities
Exchange Commission after our approval;
the combined management report; and
the audit of the internal control system.
The financial statements prepared by the
Management Board on March 18, 2024,
i.e., the annual financial statements and the
dependency report of BioNTech SE, and the
BioNTech | Annual Report 2023 39
consolidated financial statements and the
management report for the Group and the
Company for the 2023 financial year, were
submitted to all members of the Supervisory
Board.
Together with the Management Board, we
prepared a compensation report for the first
time for the 2023 financial year in accor-
dance with Section 162 of the German Stock
Corporation Act (AktG), which was adopted
on March 18, 2024, and is disclosed as a
separate report.
We also received the auditors’ reports on
the accounting records, the annual financial
statements, the dependency report, the
consolidated financial statements as well as
the management report on the Group and the
Company for the financial year 2023, each of
which was issued with an unqualified opinion
on March 20, 2024. The auditors’ report was
discussed by the Audit Committee with the
Management Board and the auditors. The
Audit Committee particularly focused on
key audit matters described in the auditors’
report, including the audit procedures per-
formed. This was followed by a discussion in
the Supervisory Board.
On our part, we have audited the annual
financial statements, the dependency report,
the consolidated financial statements and the
management report for the Group and the
Company for the 2023 financial year.
Based on the final results of our audit, we
have no objections to raise. We consider the
auditor’s assessment of the annual financial
statements to be accurate. We approve the
annual financial statements and the consol-
idated financial statements prepared by the
Management Board. The former is thus ad-
opted. The Supervisory Board also concurs
with the management report on the Group
and the Company. Based on the final result of
its examination, the Supervisory Board also
has no objections to the declaration by the
Management Board on relations with affiliated
companies in the dependency report.
EXPRESSION OF GRATITUDE OF THE
SUPERVISORY BOARD //
Last year, BioNTech set important milestones
for the future. The Company plans to drive
clinical development in the field of oncology
towards potential approvals. In addition, it
is addressing infectious diseases with high
medical need with its vaccine candidates.
As often is the case, success like this comes
from the sum of several things.
The Supervisory Board would like to thank the
investors for their trust, the members of BioN-
Tech’s Management Board and all employees
across the globe for their performance over
the past year.
BioNTech | Annual Report 2023 40
With great commitment, passion and an
unwavering belief in the Company’s vision,
they have contributed significantly to its
success and have always collaborated with
the Company’s corporate bodies.
Munich, March 20, 2024
BioNTech SE
Helmut Jeggle
Chairman of the Supervisory Board
BioNTech | Annual Report 2023 FROM FOUNDING
VISION TO GLOBAL
IMPACT
41
BioNTech’s
15-year journey
BioNTech | Annual Report 2023 42
2023 was a special year for us at BioNTech as it marked our 15th anniversary – a
moment to reflect on our remarkable journey from a small, privately owned startup
to a global, fully integrated immunotherapy Company.
There are many milestones that make BioNTech’s story unique. Groundbreaking
scientific discoveries, combined with unwavering determination result in profound
biopharmaceutical innovation. We were the first to develop an intravenously
delivered mRNA-based human therapeutic, the first to advance an individualized
mRNA-based cancer immunotherapy into clinical trials, and the first to establish
scaled in-house manufacturing for such a product candidate.
BioNTech | Annual Report 2023 43
2008
FOUNDING OF THE COMPANY //
BioNTech was founded in 2008 by medical
doctors and scientists Ugur Sahin, Özlem
Türeci and Christoph Huber. They were
driven by the vision to translate scientific
discoveries into life-saving treatments. The
founding also involved Andreas and Thomas
Strüngmann, the MIG funds, and Chairman of
the Supervisory Board Helmut Jeggle. They
supported the founding idea with seed financing
of $180 million. Profs. Sahin and Türeci had
already spent decades researching innovative
potential treatment options to address cancer
at this point. With BioNTech, they sought to
advance this research and develop potential
individualized mRNA-based cancer vaccines
and other precision cancer treatments.
CHRISTOPH HUBER
Pioneering hematologist, oncologist,
and translational immunologist Prof.
Christoph Huber, M.D. co-founded
BioNTech and served as a member
of the Company’s Supervisory Board
until his retirement in 2023. With
his many years of dedication, his
passion, and his pioneering spirit, he
made decisive contributions to the
translation of scientific research into
practical applications, such as the
characterization of surface struc-
tures of cancer cells, throughout his
career and contributed significantly
to the diversified pipeline the Compa-
ny can draw on today.
2012
INITIATION OF FIRST
CLINICAL TRIAL //
In 2012, we started our first Phase 1 clinical
trial with an RNA immunotherapy in melanoma.
While every patient’s tumor is unique,
tumors can share certain sets of markers,
known as antigens, that are not found in
healthy cells. This is the idea behind one of
our mRNA-based immunotherapy approach-
es, now known as FixVac. In a Phase 1 clinical
trial, which BioNTech initiated in 2015, pa-
tients with melanoma were treated with one of
these FixVac investigational candidates; the
first results of the trial were published in the
high-ranking journal Nature in 2020.
KATALIN KARIKÓ
mRNA scientist Prof. Katalin (Kati)
Karikó first met the BioNTech team in
2013 and decided to join the Company
shortly afterward. Like Ugur Sahin
and Özlem Türeci, she believed in the
potential of mRNA from the very
beginning and focused on improving
the therapeutic potential of the mol-
ecule. In 2014, the three scientists
published their findings in a compre-
hensive overview in Nature Reviews
Drug Discovery. In 2023, Kati Karikó
and her colleague Drew Weissman
from the University of Pennsylvania
received the Nobel Prize in Physiology
or Medicine for pioneering
nucleoside base modifications,
which were one of the key innova-
tions applied to develop the Pfizer-
BioNTech COVID-19 vaccine.
BioNTech | Annual Report 2023 2014
FIRST TRIAL WITH FULLY INDIVIDUALIZED
mRNA VACCINE CANDIDATE //
We took a decisive step towards potential
individualized cancer therapies in 2014 by
initiating the first Phase 1 clinical trial with our
individualized mRNA-based immunotherapy
approach, called iNeST (individualized
neoantigen specific immunotherapy). Results
were published three years later in Nature.
44
2015
SEAN MARETT
Sean Marett joined BioNTech in 2012
and played a crucial role in ensuring
BioNTech’s liquidity in the early
stages of development and support-
ing its growth. He successfully
executed BioNTech’s first collab-
oration agreement in his first year,
followed by numerous revenue-
generating agreements with high-
profile pharmaceutical companies.
Sean’s outstanding negotiation and
leadership skills have been instrumental
in the Company’s transformation into
a next-generation immunotherapy
Company.
EXPANDING OUR TOOLKIT //
We started to expand our toolkit in 2015.
Cancer is not just one disease, but many.
Cancer differs from patient to patient and
even within a patient’s tumor there are
different cancer cells. This is why there is no
one-size-fits-all approach to treating cancer
that works for all patients. A whole toolkit of
therapeutic approaches is needed. We at
BioNTech are developing our proprietary
technologies and are also teaming up with
other organizations to build such a toolkit. In
2015, we entered into a collaboration with
Genmab to jointly research and develop novel
mono- and bispecific cancer antibodies. Many
more collaborations have followed in the
years to come. Today, we work together with
Genmab, DualityBio, Genentech, Genevant,
OncoC4, Regeneron, Pfizer, and others.
Together, we have developed a diversified
toolkit consisting of platform technologies
with combinational and synergistic potential
which we evaluate in clinical trials, including
mRNA therapeutics, cell therapies, and
protein-based precision therapeutics.
BioNTech | Annual Report 2023 2018
SERIES A FINANCING ROUND //
We secured a Series A funding of $270
million in 2018. As part of the financing, we
gained additional investors who believed in
BioNTech and our vision. They supported our
global expansion and the accelerated devel-
opment of our unique oncology pipeline with
precision and personalized candidates.
2019
INITIAL PUBLIC OFFERING //
Our Initial Public Offering (IPO) was in 2019.
With gross proceeds of $150 million, we have
since been listed on the NASDAQ Global Select
Market under the ticker symbol “BNTX”.
2019
2020
45
PROJECT LIGHTSPEED //
2020 changed everything – but not our
vision. Our scientists decided decades ago
to develop mRNA as a flexible platform tech-
nology. They saw the potential of mRNA as a
technology for the treatment of cancer and as
a vaccine against infectious diseases. At the
beginning of 2020, we started the develop-
ment of our COVID-19 vaccine, an endeavor
we called Project Lightspeed. Our goal was
to develop a safe and effective vaccine
against COVID-19. Simultaneously, we
enhanced our manufacturing capacities
by acquiring our site in Marburg, which we
expanded to become one of the largest mRNA
manufacturing facilities in Europe in 2021.
Within only 10 months we developed the
Pfizer-BioNTech COVID-19 Vaccine, eval-
uated it in large clinical trials, and received
(emergency or conditional) approval from
authorities in different countries. For us at
BioNTech, this was a tremendous success,
as it was not only the fastest vaccine devel-
opment against a new pathogen in medical
history, but also proof that mRNA can become
a new drug class.
BioNTech | Annual Report 2023 46
2021
RE-FOCUS ON FIGHT
AGAINST CANCER //
In 2021, we refocused on our roots by
reinforcing our development of cancer
therapies that can also be combined with
each other. We used our resources to
further accelerate the development of our
cancer treatment candidates. This included
the treatment of the first colorectal cancer
patient in a Phase 2 trial with an individual-
ized cancer vaccine candidate. In addition,
we acquired a new manufacturing site in
Gaithersburg in the US to expand our clinical
production capacities for cell therapies. In
parallel, we continued our work to develop
novel COVID-19 vaccines.
2022
INTRODUCTION OF OUR BIONTAINERS //
We introduced a new global manufacturing
approach for mRNA-based products in 2022.
Our container-based, modular BioNTainers
are designed to enable the scalable produc-
tion of mRNA-based medicines. The ground-
breaking for the first BioNTainer-based facility
was held in Rwanda in the same year. Ground-
breaking for a BioNTainer-based facility in
Melbourne, Australia, is intended to follow in
2024.
BioNTech | Annual Report 2023 47
After 15 years of in parts invisible advance-
ments, 2023 was marked by a number of sig-
nificant milestones across various domains.
As we turn the page to the next chapter, we
will delve into the details of our anniversary
year, exploring the impact of our work of
the past year where we once again aimed
at pushing the boundaries of science and
making a difference in the lives of patients
worldwide.
BioNTech | Annual Report 2023 2023
HIGHLIGHTS
48
BioNTech | Annual Report 2023
49
CORPORATE DEVELOPMENT //
BioNTech signed a Memorandum of
Understanding with the Government
of the United Kingdom to benefit
patients by expanding clinical trials for
personalized mRNA immunotherapies
with the aim to provide personalized
cancer therapies for up to 10,000
patients by the end of 2030, either
in clinical trials or as authorized treat-
ments. The corresponding contracts
were signed in July 2023.
JAN
BioNTech | Annual Report 2023 INFECTIOUS DISEASES //
CORPORATE DEVELOPMENT //
5050
German Chancellor Olaf Scholz
visited BioNTech in Marburg, Germany,
as we completed the construction
of our first proprietary plasmid DNA
manufacturing facility. Plasmid DNA
is an important starting material for
the manufacturing of mRNA-based
vaccines and therapies, as well as
cell therapies.
Pfizer and BioNTech started a Phase
1/2 trial exploring the safety, tolerability,
and immunogenicity of the companies’
mRNA vaccine program BNT167
against shingles.
FEB
BioNTech | Annual Report 2023 51
CORPORATE DEVELOPMENT //
BioNTech signed a Memorandum of
Understanding with the Weizmann
Institute of Science in Israel, under
which scientists from BioNTech and
the Weizmann Institute would collabo-
rate on basic and applied research with
the aim of better understanding various
diseases, including cancer.
We entered into a license and col-
laboration agreement with OncoC4
to co-develop and commercialize
the monoclonal antibody candidate
BNT316/ONC-392 (gotistobart) as
monotherapy or combination therapy
in various cancer indications.
05
MAR
BioNTech | Annual Report 2023 52
CORPORATE DEVELOPMENT //
BioNTech formed a global strategic
partnership with Duality Biologics to
accelerate the development of differen-
tiated ADC therapeutics for solid
tumors. This agreement further
expanded BioNTech’s clinical-stage
oncology portfolio with a new class of
precision medicine therapeutics
expanding the breadth of its immuno-
therapy toolkit with synergistic potential.
APR
BioNTech | Annual Report 2023 53
CORPORATE DEVELOPMENT //
Baroness Nicola Blackwood was elected
to BioNTech’s Supervisory Board,
succeeding Prof. Christoph Huber,
M.D., who left the Supervisory Board
after reaching the retirement age limit.
Supervisory Board members Michael
Motschmann and Ulrich Wandschneider,
Ph.D., were reappointed.
MAY
BioNTech | Annual Report 2023 54
ONCOLOGY //
The first patient with NSCLC was
treated in a pivotal Phase 3 trial
evaluating BioNTech’s and OncoC4’s
antibody candidate BNT316/
ONC-392 (gotistobart). The initiation
of the trial was based on positive safety
and efficacy data from a Phase 1/2
study with BNT316/ONC-392
alone and in combination with
pembrolizumab in patients with
advanced solid tumors. Follow-up
data from this trial presented at the
ASCO 2023 Annual Meeting showed
encouraging anti-tumor activity and a
manageable safety profile in a patient
cohort with metastatic, anti-PD-(L)1-
resistant NSCLC.
JUN
BioNTech | Annual Report 2023 55
CORPORATE DEVELOPMENT //
BioNTech closed its acquisition of
InstaDeep, a leading global technol-
ogy company in the field of AI and
machine learning. The acquisition
supports BioNTech’s strategy to
build world-leading capabilities
in AI-driven drug discovery and
development of next-generation
immunotherapies and vaccines to
address diseases with high unmet
medical need.
JUL
BioNTech | Annual Report 2023 56
INFECTIOUS DISEASES //
Pfizer and BioNTech received approvals
for individuals 12 years and older for their
Omicron XBB.1.5-adapted monovalent
COVID-19 vaccine in various markets,
including the United States, Europe,
Canada and Japan.
AUG/SEP
BioNTech | Annual Report 2023 INFECTIOUS DISEASES //
CORPORATE DEVELOPMENT //
CORPORATE DEVELOPMENT
57
BioNTech and the Coalition for
Epidemic Preparedness Innovations
(CEPI) formed a strategic partnership
to advance mRNA-based vaccine candi-
dates with the development of BNT166
for the prevention of mpox. CEPI agreed
to provide funding of up to $90 million
to support the development of mRNA-
based vaccine candidates.
SEP
The Supervisory Board appointed
James Ryan, Ph.D., to the Management
Board as Chief Legal Officer. As part of
the Management Board, James Ryan
has continued to lead the Company’s
corporate legal strategy and global legal
operations including transactions,
corporate governance, securities,
intellectual property (IP), insurance,
data privacy, among others.
BioNTech | Annual Report 2023 58
ONCOLOGY //
BioNTech expanded its late-stage
oncology portfolio: The first patient
was treated in a Phase 2 clinical trial
evaluating the mRNA-based individ-
ualized cancer vaccine candidate
BNT122 in resected pancreatic
ductal adenocarcinoma (PDAC).
We presented data across our
oncology pipeline, covering multiple
solid tumor types and novel mecha-
nisms of action, at the ESMO
Congress, including data from
a Phase 1/2 trial for cell therapy
candidate BNT211. BNT211 is being
evaluated alone and in combination
with an investigational CAR-T cell
Amplifying RNA Vaccine (CARVac) in
patients with solid tumors. The data
showed encouraging signs of clinical
activity and an increased
persistence of cancer-specific
CAR-T cells in the combinatory
setting. In course of the dose esca-
lation, a dose-dependent increase in
adverse events was observed. In most
cases, these were of grade 1 and 2.
We presented data updates at the
SITC Annual Meeting across multiple
immuno-oncology programs, such
as mRNA-based cancer vaccine
candidates, investigational antibodies
and cell therapies.
OCT
BioNTech | Annual Report 2023 ONCOLOGY //
CORPORATE DEVELOPMENT //
59
Together with our collaborator Duality
Biologics, we were granted Break-
through Therapy designation by the
FDA for their investigational ADC
BNT323/DB-1303 for the treatment
of advanced endometrial cancer.
DEC
BioNTech and the State of Victoria
in Australia signed a multi-year stra-
tegic partnership to strengthen the
local mRNA ecosystem and facilitate
innovations deriving from it. This
partnership is aimed at providing
high-tech manufacturing capabilities
and expertise to curate encouraging
projects for further R&D.
We inaugurated our site in Kigali,
Rwanda. The inauguration took place
on the occasion of the set-up of the
first BioNTainer, which was flown to
Kigali, Rwanda, in March 2023.
From left to right: John Nkengasong, Africa CDC;
Sierk Poetting, BioNTech; Ugur Sahin,
BioNTech; H.E. Ursula von der Leyen, President
of the European Commission; H.E. Macky Sall,
former President of the Republic of Senegal;
H.E. Paul Kagame, President of the Republic of
Rwanda; H.E. Nana Akufo-Addo, President of the
Republic of Ghana; Hon. Mia Amor Mottley, Prime
Minister of Barbados; H.E. Annalena Baerbock,
Federal Minister of Foreign Affairs of the Federal
Republic of Germany.
BioNTech | Annual Report 2023
FINANCIAL
CALENDAR 2024
60
MAY 6
MAY 17
AUG 5
OCT 1
NOV 4
NOV 14
FIRST QUARTER
EARNINGS
ANNUAL GENERAL
MEETING
SECOND QUARTER
EARNINGS
INNOVATION SERIES
(DIGITAL & AI DAY)
THIRD QUARTER
EARNINGS
INNOVATION SERIES
IMPRINT //
BioNTech SE
An der Goldgrube 12
55131 Mainz, Germany
Tel.: +49-6131-9084-0
Fax: +49-6131-9084-390
Email: info@biontech.de
CORPORATE
COMMUNICATIONS //
Tel.: +49-6131-9084-1513
Email: media@biontech.de
CONCEPT, VISUAL
DESIGN AND
RENDERINGS //
heureka GmbH, Essen
PHOTOGRAPHY/
COPYRIGHT //
BioNTech SE
DISCLAIMER //
Date of publication:
April 8, 2024.
References were drawn at the
time of publication; we take no
responsibility for the content of
external sources. The English
translation of the annual report is
provided for convenience only.
The German original is definitive.
BioNTech | Annual Report 2023 61
FORWARD -LOOKING STATEMENTS //
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements concerning: BioNTech’s expected revenues and net profit
related to sales of BioNTech’s COVID-19 vaccine, referred to as COMIRNATY where approved for use under full or conditional marketing authorization, in territories controlled by BioNTech’s collaboration partners, particularly for those figures
that are derived from preliminary estimates provided by BioNTech’s partners; the rate and degree of market acceptance of BioNTech’s COVID-19 vaccine and, if approved, BioNTech’s investigational medicines; expectations regarding antic-
ipated changes in COVID-19 vaccine demand, including changes to the ordering environment and expected regulatory recommendations to adapt vaccines to address new variants or sublineages; the initiation, timing, progress, results, and
cost of BioNTech’s research and development programs, including those relating to additional formulations of BioNTech’s COVID-19 vaccine, and BioNTech’s current and future preclinical studies and clinical trials, including statements regard-
ing the timing of initiation, enrollment, and completion of studies or trials and related preparatory work and the availability of results, and the timing and outcome of applications for regulatory approvals and marketing authorizations; BioNTech’s
expectations with respect to its intellectual property; the impact of BioNTech’s collaboration and licensing agreements and its acquisition of InstaDeep Ltd.; the development, nature and feasibility of sustainable vaccine production and supply
solutions; and BioNTech’s estimates of revenues, research and development expenses, cost of sales, general and administrative expenses, and capital expenditures for operating activities. In some cases, forward-looking statements can be
identified by terminology such as “will,” “may,” “should,” “expects,” “intends,” “plans,” “aims,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology, although not all
forward-looking statements contain these words. The forward-looking statements in this press release are neither promises nor guarantees, and you should not place undue reliance on these forward-looking statements because they involve
known and unknown risks, uncertainties, and other factors, many of which are beyond BioNTech’s control and which could cause actual results to differ materially from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to: BioNTech’s pricing and coverage negotiations regarding its COVID-19 vaccine with governmental authorities, private health insurers and other third-party payors after BioNTech’s
initial sales to national governments; the future commercial demand and medical need for initial or booster doses of a COVID-19 vaccine; competition from other COVID-19 vaccines or related to BioNTech’s other product candidates, including
those with different mechanisms of action and different manufacturing and distribution constraints, on the basis of, among other things, efficacy, cost, convenience of storage and distribution, breadth of approved use, side-effect profile and
durability of immune response; the timing of and BioNTech’s ability to obtain and maintain regulatory approval for BioNTech’s product candidates; the ability of BioNTech’s COVID-19 vaccines to prevent COVID-19 caused by emerging virus
variants; BioNTech’s and its counterparties’ ability to manage and source necessary energy resources; BioNTech’s ability to identify research opportunities and discover and develop investigational medicines; the ability and willingness
of BioNTech’s third-party collaborators to continue research and development activities relating to BioNTech’s development candidates and investigational medicines; the impact of the COVID-19 pandemic on BioNTech’s development
programs, supply chain, collaborators and financial performance; unforeseen safety issues and potential claims that are alleged to arise from the use of BioNTech’s COVID-19 vaccine and other products and product candidates developed or
manufactured by BioNTech; BioNTech’s and its collaborators’ ability to commercialize and market BioNTech’s COVID-19 vaccine and, if approved, its product candidates; BioNTech’s ability to manage its development and expansion; regulatory
developments in the United States and other countries; BioNTech’s ability to effectively scale its production capabilities and manufacture its products, including target COVID-19 vaccine production levels, and product candidates; risks relating
to the global financial system and markets; and other factors not known to BioNTech at this time.
You should review the risks and uncertainties described under the heading “Risk Factors” in BioNTech’s annual report on Form 20-F for the year ended December 31, 2023 and in subsequent filings made by BioNTech with the SEC, which
are available on the SEC’s website at https://www.sec.gov/. Except as required by law, BioNTech disclaims any intention or responsibility for updating or revising any forward-looking statements contained in this document in the event of new
information, future developments or otherwise. These forward-looking statements are based on BioNTech’s current expectations and speak only as of the date hereof.
BioNTech | Annual Report 2023 62
COMBINED
MANAGEMENT
REPORT 2023
mRNA is a natural information molecule
that is translated to proteins. A protein that
belongs to the body will have a specific
function in the cell, while the protein that
does not belong to the body can serve as
a lesson to the immune system about what
should be eliminated. 2
BioNTech | Annual Report 2023 1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
GENERAL INFORMATION
ECONOMIC REPORT
MANAGEMENT REPORT
OF BioNTech SE
FORECAST, OPPORTUNITY
AND RISK REPORT
CORPORATE GOVERNANCE
DECLARATION PURSUANT TO
SECTION 315D IN CONJUNCTION
WITH SECTION 289F HGB
REMUNERATION REPORT
NON-FINANCIAL REPORT
EVENTS AFTER THE
REPORTING PERIOD
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
63
1 GENERAL INFORMATION
ON THE BioNTech GROUP
Pursuant to Section 315 para. 5 of the German Commercial Code (HGB)
in conjunction with Section 298 para. 2 HGB, this combined management
report comprises both the group management report of BioNTech SE
and its group companies (together “BioNTech” or the “Group”) and the
management report of BioNTech SE (also “the Company”), hereinafter
also referred to as “BioNTech”, the “Group”, “we” or “us”. The combined
management report has been prepared in accordance with the Regula-
tion on the Statute for a European Company (SE) in conjunction with the
German Stock Corporation Act (AktG). The comments on the Group have
been prepared in accordance with the International Financial Reporting
Standards (IFRS) as adopted by the European Union; the comments on
BioNTech SE have been prepared in accordance with the German Com-
mercial Code (HGB). Unless otherwise stated, the statements in the com-
bined management report relate to both the Group and BioNTech SE. In
addition to the reporting on the Group, the development of BioNTech SE
is explained in Section 3.
We prepare and publish our combined management report in euros and
round figures to the nearest thousand or million euros. Accordingly, the
figures presented as totals or as percentages in some tables may deviate
slightly and the figures presented in the notes may not add up exactly to
the totals presented.
1.1 Business Model
We are a global immunotherapy company pioneering the development
of novel medicines against cancer, infectious diseases and other serious
diseases. Our vision and mission are the same as when our Company was
founded in 2008: We are committed to improving the health of people
worldwide, harnessing the full potential of the immune system to develop
drugs to fight diseases with high or unmet medical need.
Our fully integrated business model combines decades of research in
immunology, translational drug discovery and development, technology-
agnostic innovation, GMP manufacturing, artificial intelligence and ma-
chine learning, and commercial capabilities to develop and commercialize
vaccines and therapies.
We have built a broad portfolio of product candidates across multiple
technology platforms that encompass a diverse range of therapeutic ap-
proaches, including mRNA vaccines and therapeutics, cell and gene ther-
apies, protein-based therapeutics (including monospecific and bispecific
antibodies and antibody-drug conjugates or ADCs), cell therapies and
small molecules. We believe that harnessing complementary, potential-
ly synergistic modes of action increases the likelihood of therapeutic
success, reduces the risk of emergence of secondary resistance mech-
anisms and could also unlock a larger potential patient population. Crit-
ically, this approach allows us to pursue a technology-agnostic path by
developing an appropriate therapeutic platform or a combination thereof
for the intended patient and purpose.
We have continued to develop and diversify our pipeline. There are cur-
rently 22 product candidates in oncology and seven product candidates
in infectious diseases in clinical development.
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In 2023, we remained committed to our goals and strengthened our tech-
nology platforms, our digital capabilities and our infrastructure through
sustainable investments, strategic partnerships and tactical acquisitions
to bring long-term value to patients and other stakeholder groups.
Leading the Development of COVID-19 Vaccines
In 2023, in partnership with Pfizer Inc., New York, United States (Pfizer), we
developed an Omicron XBB.1.5-adapted monovalent COVID-19 vaccine
and launched it in various markets worldwide. This is part of our efforts to
build an enduring COVID-19 vaccine business.
Healthcare and Social Responsibility
We have made progress in making innovative medicines more acces-
sible to wider populations around the world: In 2023, more than 30%
of COVID-19 vaccine doses were delivered to low- and middle-income
countries (LMICs) in line with demand. We work with NGOs, institutions
and governments to provide more equitable access to novel medicines,
especially in low- and middle-income countries and regions. In Decem-
ber 2023, we reached the next milestone in the establishment of mRNA
vaccine manufacturing capacities in Africa with the inauguration of the
our site in Kigali, Rwanda. We are progressing the development of mRNA
vaccine candidates for infectious diseases with high medical need, in-
cluding vaccine candidates against tuberculosis, malaria, and HIV, as well
as against infectious diseases with pandemic potential, such as mpox.
Innovative and Diversified Pipeline
We are working on the development of innovative drugs for diseases with
high or unmet medical need. We continue to build our pipeline, which has
grown in recent years in line with the Company’s fundamental vision of
harnessing the power of the immune system to fight cancer and other
serious diseases. In 2023, we commenced two Phase 3 trials in oncology,
and we and our partners presented data on several product candidates
at international medical meetings. We entered into four new collabora-
tions and in-licensed six product candidates in oncology, some of which
have advanced rapidly to later-stage clinical trials, in 2023. For infectious
diseases, we initiated three Phase 1 clinical trials for vaccine candidates
based on our proprietary mRNA technology in 2023. These include prod-
uct candidates for a malaria vaccine, tuberculosis (in collaboration with
the Bill & Melinda Gates Foundation) and mpox in partnership with the
Coalition for Epidemic Preparedness Innovations (CEPI).
Innovation at Scale
We are building and scaling biotech innovations with the aim of becoming
a patient-centric multi-product company. We expanded our team globally
in 2023 and attracted talent, including clinical and regulatory experts,
to advance the development of our pipeline. Our diverse workforce rep-
resents more than 80 nations, and we have subsidiaries in 18 countries
across five continents. In 2023, we expanded our organization in Asia,
Africa, the United States, Australia and Europe. We increased our overall
research and development and production capabilities, including com-
pleting construction of our first proprietary plasmid DNA manufacturing
facility in Marburg, Germany. Furthermore, we established a corporate
office in Shanghai, China, and inaugurated our site in Kigali, Rwanda,
on the occasion of the set-up of the first manufacturing unit called BioN-
Tainer. With the acquisition of our long-time strategic collaboration partner
InstaDeep, we have taken a further step in our strategy, aiming to build
world-leading capabilities in AI-driven drug discovery and development of
next-generation immunotherapies and vaccines to address diseases with
high unmet medical need. The transaction adds approximately 290 highly
skilled professionals to our organization.
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1.2 Legal and Organizational Structure
1.3 The BioNTech Approach
Legal Structure
BioNTech SE was founded in 2008 as a spin-off from Johannes Gutenberg
University Mainz. The underlying broad technology and patent portfolio
was built up over a period of more than 20 years.
BioNTech SE is the parent company of the BioNTech Group and is re-
sponsible for the management and development of the Group. BioNTech
SE has its registered office in Mainz, Germany (An der Goldgrube 12,
55131 Mainz). In addition, as of the end of the 2023 financial year, the
BioNTech Group included 41 group companies.
The shares of BioNTech SE are publicly traded as American Depositary
Shares (ADSs), each of which represents one ordinary share, on the
Nasdaq Global Select Market.
Organizational Structure
As the parent company of the BioNTech Group, BioNTech SE has a dual
management system: The Management Board, as the managing body,
had seven members as of December 31 and is appointed and monitored
by the Supervisory Board. On May 3, 2023, our Supervisory Board ex-
panded our Management Board by appointing James Ryan as Chief Legal
Officer (CLO), effective as of September 1, 2023. As CLO, James Ryan
heads up our Legal department and is responsible for developing and
leading the corporate legal strategy to promote and protect BioNTech’s
global operations. His current appointment to our Management Board
ends on December 31, 2027. The Supervisory Board is elected by the An-
nual General Meeting. During the year ended December 31, 2023, Nicola
Blackwood was appointed to the Supervisory Board on May 25, 2023.
She succeeded Christoph Huber, who left the Supervisory Board after
reaching the applicable retirement age limit. As a result, the Supervisory
Board consisted of six members as of the reporting date December 31,
2023. As of the reporting date December 31, 2023, the Group had 6,292
employees, 3,166 of them at BioNTech SE (December 31, 2022: 4,692,
2,304 of them at BioNTech SE). An annual average of 5,640 people were
employed in 2023, of which 2,882 were employed by BioNTech SE (previ-
ous year: 4,104, of which 1,936 were employed by BioNTech SE).
We work on the development of next-generation immunotherapies by
pursuing a strategy based on a technology-agnostic approach. Our key
objectives are to build a sustainable respiratory vaccines business based
on the BioNTech-Pfizer-Comirnaty franchise and to advance an innova-
tive oncology pipeline targeting multiple product approvals in the coming
years. Our vision is to establish a multi-product company based on our
technologies and science. In 2023, we expanded our access to a new
technology – ADCs. We believe that this technology has the potential
to replace highly toxic chemotherapy regimens in the long term and to
become a new combination backbone of cancer treatment. Since our
founding, we have been a multi-technology company. We believe that by
combining complementary treatment modalities, we can leverage the
potential of each technology to provide precise and personalized treat-
ments to patients. Our approach is based on the following principles:
Exploiting the full potential of the immune system
Our pipeline comprises immunomodulators, including bispecific and
monospecific antibodies, ADCs and cell therapies, including T-cell
receptor and CAR-T cell therapies, as well as small molecules. Our
broad clinical pipeline is unique in that it features mRNA-based vac-
cines, including cancer vaccines and prophylactic vaccines against
infectious diseases. Our technology-agnostic innovation engine is
driven by potential synergies between these technologies with the
aim of enabling individualized treatment for cancer patients.
Programs to combat global health burdens
Our infectious disease product strategy is rooted in our global social
responsibility to address diseases with high or unmet medical need. We
are committed to democratizing global access to innovative medicines.
Broadening the universe of patients benefiting from cancer
immunotherapy
Our aim is to cover cancer at early, adjuvant and metastatic stages and
to extend the utility of immunotherapy to patient populations that are
currently not amenable or do not benefit from current immunotherapies.
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Improving the success rate through new combinations
We develop drug candidates that are precisely tailored to the re-
spective target. To augment the immune response and to counter-
act resistance mechanisms, we seek to combine compounds with
non-overlapping and/or synergistic mechanisms of action, such as the
combination of our FixVac immunotherapy CARVac with our innovative
CAR-T therapy candidates.
Individualized approaches
The challenge in the treatment of cancer is its interindividual variability
and heterogeneity, which increases the risk of recurrence or treatment
failure. Addressing this biological reality is one of our fundamental prin-
ciples for the development of product candidates. For example, each
of our mRNA cancer vaccine candidates incorporates multiple targets
in order to account for this variability.
Integrating AI into our pipeline and processes
Since our founding, we have integrated computer-aided methods,
data science, artificial intelligence (AI), and machine learning into our
work. With the acquisition of InstaDeep, we aim to build world-leading
capabilities in AI-driven drug discovery and development of next-gen-
eration immunotherapies and vaccines to address diseases with high
unmet medical need. The objective is to enable high-throughput de-
sign and testing of novel drug candidates at scale.
66
1.4 Commercialization
Our COVID-19 vaccine is based on our proprietary mRNA technology. The
COVID-19 vaccine development program was launched in late January
2020 in response to the COVID-19 pandemic. Under this program, two
strategic collaborations with major pharmaceutical companies, Pfizer and
Fosun Pharmaceutical Industrial Development Co. Ltd., Shanghai, China
(Fosun Pharma), were completed and led to the first marketing authoriza-
tions of our vaccine in December 2020.
Under our collaboration with Pfizer, we are the marketing authorization
holder in the United States, the European Union, the United Kingdom,
Canada and other countries, and holder of emergency use authorizations,
or EUAs, or equivalents in the United States (jointly with Pfizer) and other
countries for the COVID-19 vaccine program. Pfizer has marketing and
distribution rights worldwide with the exception of China, Germany and
Turkey. Fosun Pharma has marketing and distribution rights in China,
Hong Kong special administrative region, or SAR, Macau SAR and the
region of Taiwan. We have the marketing and distribution rights for the
COVID-19 vaccine, known as Comirnaty, in Germany and Turkey.
In 2023, we and Pfizer continued our global COVID-19 vaccine leadership
with our Omicron XBB.1.5-adapted monovalent COVID-19 vaccine. Since
the beginning of the pandemic, we have developed and commercialized
four COVID-19 vaccine products: the original COVID-19 vaccine, two vari-
ant-adapted bivalent vaccines (Original/Omicron BA.1 and Original/Omi-
cron BA.4-5-adapted bivalent vaccines) and the Omicron XBB.1.5-adapt-
ed monovalent COVID-19 vaccine.
As part of our and Pfizer’s two billion COVID-19 vaccine doses pledge
to support equitable access to medicines for low- and middle-income
countries (LMICs), we and Pfizer have delivered a total of around 1.8 billion
doses of Comirnaty to LMICs in line with demand.
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We believe that we and our partner Pfizer are well positioned to main-
tain our leadership role in the development and commercialization of
COVID-19 vaccines.
1.5 Research and Development
Pipeline of Clinical Product Candidates
Our diversified portfolio consists of product candidates from different
drug classes focused on the treatment of cancer and infectious diseases.
There are currently 22 product candidates in oncology and seven product
candidates in infectious diseases in clinical development.
In 2023, we initiated seven global clinical trials in oncology, including two
Phase 3 trials (BNT323/DB-1303 and BNT316/ONC-392, gotistobart),
three Phase 2 trials (BNT116, BNT311/GEN1046 and BNT122) and one
Phase 1/2 trial (BNT324/DB-1311). In 2023, we brought several product
candidates into mid- and late stage development, namely Phase 2 and
3 clinical trials, including antibody drug conjugates (ADCs) and mRNA
vaccines. In 2023, we expanded our technology base to include ADCs by
initiating new collaborations with DualityBio and MediLink Therapeutics
because we believe that this technology has the potential to supplement
or replace highly toxic chemotherapy regimens as a new combination
backbone of cancer treatment. Our growing pipeline now includes ADCs
directed against four distinct targets and is of interest for a broad range
of cancer types. Beyond ADCs, our collaborations with OncoC4 and Bio-
theus complement our pipeline with mid to late-stage clinical programs
and have augmented our oncology pipeline.
We published clinical data for the following programs:
Autogene cevumeran/BNT122, our individualized cancer vaccine
program (iNeST) in collaboration with Genentech for patients with
pancreatic ductal adenocarcinoma (PDAC) as an adjuvant therapy:
Results from an investigator-initiated Phase 1 trial show that autogene
cevumeran in combination with atezolizumab and mFOLFIRINOX in-
duces significant T-cell response in patients with surgically resected
pancreatic ductal adenocarcinoma (PDAC) that correlates with de-
layed recurrence.
BNT116, our FixVac program for patients with non-small cell lung
cancer (NSCLC): BNT116 was generally well tolerated and had a man-
ageable safety profile as monotherapy and in combination with cemi-
plimab. In heavily pretreated NSCLC patients, early clinical activity was
observed with treatment with BNT116 with the addition of cemiplimab
from cycle 3 onward.
BNT211, our most advanced cell therapy program, which is being
investigated alone and in combination with a CLDN6-encoding CAR-T
cell amplifying mRNA vaccine (“CARVac”) in patients with germ cell tu-
mors and other solid tumors: The Phase 1/2 trial is evaluating the safety
and efficacy of BNT211 in patients with CLDN6-positive relapsed or
refractory advanced solid tumors. The data showed encouraging signs
of clinical activity and improved persistence of cancer-specific CAR-T
cells in combination with CARVac.
BNT221, an autologous, fully personalized, polyspecific T-cell ther-
apy candidate directed against individual neoantigens in patients with
metastatic melanoma: The first monotherapy data from the dose es-
calation phase of the Phase 1 trial demonstrate a manageable toler-
ability profile and signs of clinical activity in patients with pretreated
advanced or metastatic melanoma.
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BNT316/ONC-392 (gotistobart), an anti-CTLA-4 monoclonal anti-
body candidate in development in collaboration with OncoC4 Inc. for
patients with metastatic NSCLC: The results show encouraging antitu-
mor activity for BNT316/ONC-392 as monotherapy in patients with im-
munotherapy (“IO”)-resistant NSCLC and a manageable safety profile.
BNT323/DB-1303, an ADC candidate directed against HER2 in
development in collaboration with DualityBio and being evaluated
in patients with metastatic breast cancer and endometrial cancer:
BNT323/DB-1303 was well tolerated by patients with HR+/HER2-low
breast cancer. Preliminary antitumor activity was observed in heavily
pretreated patients with breast cancer. A manageable safety profile
and encouraging antitumor activity was also observed in patients with
endometrial cancer.
BNT325/DB-1305, an ADC candidate directed against TROP2 in
development in collaboration with DualityBio: A manageable safety
profile and encouraging antitumor activity in patients with metastatic
NSCLC were observed.
In infectious diseases, we started three Phase 1 clinical trials for pro-
phylactic vaccine candidates based on our mRNA technology platform.
These include candidates against malaria (proprietary program), tubercu-
losis (in collaboration with the Bill & Melinda Gates Foundation) and mpox
(in partnership with CEPI).
Collaborations
In addition to the strategic collaborations with Pfizer and Fosun Phar-
ma entered into as part of the COVID-19 vaccine development program
during the 2020 financial year, as well as the ongoing academic collab-
oration with the University Hospital Mainz and Translational Oncology at
the University Medical Center of Johannes Gutenberg-Universität Mainz
gemeinnützige GmbH (TRON), we have further developed the following
collaborations with pharmaceutical and technology companies.
Genentech: development of individualized neo-epitope-specific
mRNA immunotherapies for the treatment of various cancers within
our iNeST platform.
Pfizer: development of an mRNA-based influenza vaccine and a
combined mRNA-based influenza and COVID-19 vaccine as well as an
mRNA-based herpes zoster virus vaccine.
Genmab: development of novel monospecific and bispecific check-
point immunomodulators.
In 2023, we entered into multiple complementary agreements and collab-
orations, including:
The completion of the acquisition of our long-time strategic col-
laboration partner InstaDeep Ltd., or InstaDeep, which enables us to
leverage AI and ML technologies across our therapeutic platforms and
operations. With our acquisition of InstaDeep, we have added indus-
try-leading AI and ML capabilities and approximately 290 profession-
als to our organization.
An exclusive worldwide license agreement with OncoC4 for the joint
development and commercialization of BNT316/ONC-392 (gotistob-
art), an anti-CTLA-4 monoclonal antibody as monotherapy or combi-
nation therapy in various cancer indications. As part of the agreement,
we will hold the exclusive worldwide commercialization rights with
participation of OncoC4 in certain markets.
Exclusive license and collaboration agreements with DualityBio for
the development, manufacture and global commercialization of three
ADC candidates, BNT323/DB-1303 as well as BNT324/DB-1311 and
BNT325/DB-1305, excluding Mainland China, Hong Kong Special Ad-
ministrative Region, and Macau Special Administrative Region.
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A multi-year strategic partnership with the State of Victoria in Aus-
tralia to strengthen the local mRNA ecosystem and facilitate inno-
vations deriving from it. As part of this partnership, BioNTech plans
to build and operate a state-of-the-art mRNA manufacturing facility
tailored to the needs of the local mRNA ecosystem and will set up an
mRNA Innovation Center in Melbourne where the Company will lever-
age its expertise to support the development of the mRNA ecosystem
in the State of Victoria.
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A strategic research collaboration and worldwide license agree-
ment with MediLink Therapeutics (Suzhou) Co., or MediLink, for the
development of a next-generation ADC, BNT326/YL202, against Hu-
man Epidermal Growth Factor Receptor 3 (HER3). Under the terms of
the agreement, MediLink will grant BioNTech exclusive global rights,
excluding Mainland China, Hong Kong Special Administrative Region,
and Macau Special Administrative Region.
A strategic research collaboration, option and worldwide license
agreement with Biotheus Inc. (Biotheus) granting us worldwide, ex-
clusive options to a preclinical-stage bispecific antibody and a clini-
cal-stage monoclonal antibody for cancer therapy, BNT327/PM8002.
We hold the rights to develop, manufacture and potentially commer-
cialize BNT327/PM8002, a bispecific antibody candidate targeting
PD-L1 and VEGF-A, globally except in Greater China, where Biotheus
retains the rights to BNT327/PM8002.
A strategic partnership with CEPI to advance mRNA-based vaccine
candidates with the development of BNT166 for the prevention of
mpox.
A strategic partnership with the Government of the United Kingdom
(“UK”) with the aim to provide personalized mRNA cancer immuno-
therapies for up to 10,000 patients by 2030, either in clinical trials or as
authorized treatments. We are also planning to invest in an R&D hub in
Cambridge, United Kingdom.
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2 ECONOMIC REPORT
2.1 Macroeconomic and Sector-Specific Conditions
The German economy declined in 2023. Inflation-adjusted gross do-
mestic product was 0.3%(1) lower than in the previous year. The energy
crisis and geopolitical tensions spawned uncertainty and weighed on the
economy.
According to IMF experts, however, the global economy will have grown
by 3.1% in 2023.(2)
Adjusted for inflation, the German pharmaceutical industry expects reve-
nues to fall by 2.9% in 2023(3) and production to be 1.4(3) lower. The reason
cited is vaccination fatigue among the population and thus a fall in demand
for vaccines. In 2022, revenues rose by 6.5%(4) on the back of high de-
mand for COVID-19 vaccines and production was up by 3.6%.(4)
In January 2023, the WHO’s expert panel stated that the COVID-19 pan-
demic remained a public health emergency of international concern, but
this status was finally lifted in May.(5) Since June 2023, the COVID-19 vacci-
nation has been included in the general recommendations of the Standing
Committee on Vaccination (STIKO) of the Robert Koch Institute.(6) These
include the recommendation of baseline immunity for people without un-
derlying diseases between the ages of 18 and 59 and an annual booster
vaccination for risk groups.
With the development and advancement of the COVID-19 vaccine against
diverse COVID-19 variants, as well as an early warning system designed to
detect SARS-CoV2 risk variants more quickly, we are working with other
companies, research institutes and governments to continue to contrib-
ute to the worldwide effort to protect against COVID-19. Our goal remains
to make the vaccine available to a broad population worldwide after the
transition of the pandemic to an endemic phase.
Therapeutics in Immunotherapy
The global market for mRNA therapeutics was estimated to be worth
$45 billion(7) in 2023 and, according to a forecast by Precedence Re-
search, will expand at a compound annual growth rate of 13%(7) to around
$138 billion(7) by 2032. Currently, mRNA vaccines are only approved for
vaccination against COVID-19, yet there are many more under develop-
ment, e.g. to combat cancer.(8)
Marketing authorization, pricing, and reimbursement are highly regulated
in healthcare. On the one hand, the strategy pursued by governments is to
provide patients with highly effective and safe medicines in a timely man-
ner. On the other hand, cost pressure on global healthcare systems has
been increasing for years. Therefore, drug manufacturers not only need
to demonstrate the efficacy and safety of their products to gain approval,
but also need to demonstrate the cost-effectiveness of their new drug
against the respective standard of care to gain reimbursability. The rapid
development of the COVID-19 vaccine, based on BioNTech’s proprietary
mRNA technology, has demonstrated the potential of immunotherapies.
The rapid, efficient and safe development was driven by BioNTech’s de-
cades of expertise in the research and development of mRNA-based
vaccines. BioNTech’s mRNA vaccine technology allows for faster devel-
opment as well as shorter production cycles than would be possible with
more traditional methods of vaccine production. This is critical in bringing
a COVID-19 vaccine to market and meeting urgent medical needs.
(1) Source: https://www.destatis.de/EN/Themes/Economy/National-Accounts-Domestic-Product/Tables/
(4) Source: https://www.aerzteblatt.de
gdp-bubbles.html
(5) Source: https://www.tagesschau.de/ausland/europa/coronapandemie-who-gesundheitsnotstand-100.html
(2) Source: https://www.imf.org/en/Publications/WEO/Issues/2024/01/30/
(6) Source: https://www.kbv.de/html/1150_63927.php
world-economic-outlook-update-january-2024
(7) Source: https://www.precedenceresearch.com/mrna-therapeutics-market
(3) Source: https://www.pharmazeutische-zeitung.de/pharmabranche-erwartet-weniger-umsatz
(8) Source: https://www.vfa.de/de/arzneimittel-forschung
2
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2.2 Business Development Compared to the Forecast
The following table compares the forecast and actual figures of the
BioNTech Group for the 2023 financial year:
Commercial COVID-19 vaccine
revenues
Research and development
expenses
Sales, general and administrative
expenses
Investments in property, plant and
equipment and intangible assets
Annual effective tax rate of the
BioNTech Group
Forecast for the
2023 financial year
(published in Q4 2022
earnings presentation)
Revised forecast for the
2023 financial year
(published in the Q2 2023
earnings presentation)
Revised forecast for the
2023 financial year
(published in the Q3 2023
earnings presentation)
Results for the
2023 financial year
~ €5 billion
~ €5 billion
~ €4 billion
€3776.2 million
€2.4 billion to €2.6 billion
€2.0 billion to €2.2 billion
€1.8 billion to €2.0 billion
€1783.1 million
€650 million to €750 million
€600 million to €700 million
€600 million to €650 million
€557.7 million
€500 million to €600 million
€350 million to €450 million
€200 million to €300 million
€275.5 million
~ 27%
~ 21%
~ 21%
21.6%
A total of €3.8 billion in commercial COVID-19 vaccine revenues was gen-
erated in the 2023 financial year. This was around €1.2 billion below the
initial forecast. The shortfall is attributable to lower proprietary COVID-19
revenues due to weaker demand and a lower gross profit share from sales
by our collaboration partner Pfizer, which was negatively impacted by
write-downs of the partner’s inventories, among other things.
The research and development expenses anticipated for the 2023 fi-
nancial year were around €700.0 million below the initial forecast range
at €1.8 billion. This effect was due to the postponement of clinical trials
as well as efforts to carefully review our cost base in the context of a de-
clining COVID-19 business with the aim of optimizing costs and forging
partnerships to alleviate the financial burden.
Initially, we expected sales, general and administrative expenses in
the range of €600 million to €750 million for the 2023 financial year. At
€557.7 million, the actual costs for the internal administrative and coordi-
native functions associated with the expansion of research and develop-
ment, such as finance, human resources, or business development, were
around €100.0 million below the forecast costs. Altogether, we success-
fully reduced our sales, general and administrative expenses by actively
managing our variable costs. We have optimized our corporate strategy to
ensure that we use our resources effectively and efficiently and focus on
the key areas. By systematically deprioritizing and postponing projects,
we concentrated on our core initiatives and thus drove forward our suc-
cess. We also reigned in our expenditure by reducing external costs and
consultancy to ensure our financial stability. In addition, fees for external
counsel in connection with our legal disputes were reclassified from gen-
eral and administrative expenses to other operating expenses.
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Operating investments in property, plant and equipment came to
€275.5 million in the past financial year. The expenditures for the expan-
sion and improvement of our research and development and manufac-
turing facilities and investments in IT infrastructure were thus around
50% below the lower end of the range that was originally forecast. This
was mainly attributable to delays in and halted construction projects as
have been prevalent in the entire construction sector due to global supply
problems. Furthermore, planned investments were postponed due to
short-term changes in priorities.
Our effective tax rate in the 2023 financial year was 21.6%, 5.4 percent-
age points lower that the originally forecast rate. A reorganization of the
intellectual property rights within the Group became effective as of June
30, 2023 and July 1, 2023, which also led to tax effects. As a result, the
effective tax rate fell in 2023.
2.3 Net Assets, Financial Position and Operating Results of
the Group
2.3.1 Operating Results
Revenues
Our revenues mainly include commercial COVID-19 vaccine revenues
in addition to research and development revenues from collaborations.
Revenues from contracts with customers decreased by €13,491.6 million
from €17,310.6 million during the 2022 financial year to €3,819.0 million
during the 2023 financial year, as demand for our COVID-19 vaccine de-
clined compared to the previous year and the strong revenue figures from
the 2022 financial year could therefore again not be achieved. In addition,
the shared write-downs of our collaboration partner Pfizer’s inventories
significantly reduced our gross profit share and hence our revenues for
the year ended December 31, 2023.
Accordingly, commercial revenues from the sale of our COVID-19 vaccine
decreased by €13,369.0 million from €17,145.2 million during the 2022
financial year to €3,776.2 million during the 2023 financial year.
Sales to collaboration partners represent sales of products manufac-
tured by us and transferred to partners. Whenever responsibilities in the
manufacturing and supply process of the COVID-19 vaccine shift and the
COVID-19 vaccine is transferred, the vaccine is sold from one partner to
the other. Revenues from our collaboration partner Pfizer are significantly
influenced by amounts due to write-downs of inventories as well as costs
related to contracts with contract manufacturing organizations, or CMOs,
included therein. Those costs represent accrued manufacturing vari-
ances compared to the original manufacturing costs and are shared with
our partner under the collaboration agreement. These manufacturing
variances are recognized as transfer price adjustments once identified.
The regular reassessment of these manufacturing variances may result
in adjustments to the respective prior-period revenues. The associated
effects in the 2023 financial year amounted to €74.5 million (previous
year: €850.0 million). During the 2023 financial year, revenues from selling
products manufactured by us to collaboration partners decreased by a
total of €949.0 million from €1,224.3 million during the 2022 financial year
to €275.3 million.
Revenues from direct COVID-19 vaccine sales in our territories, Germany
and Turkey, fell by €2,711.1 million from €3,184.7 million to €473.6 million
during the 2023 financial year, compared to the previous year. The share
of gross profit received by Pfizer as a collaboration partner based on our
sales is recognized as cost of sales.
Based on COVID-19 vaccine sales in the collaboration partners’ territo-
ries, we are eligible to receive a share of their gross profit. This income is
presented as a net figure in the statements of profit or loss and is recog-
nized as collaboration revenue during the commercial phase, together
with sales milestones. Manufacturing cost variances either reflected as
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transfer price adjustments as described above or resulting from costs
highly probable to be incurred by the partner were taken into account
when determining the gross profit. Compared to the previous year, reve-
nues in this context decreased by €9,708.9 million from €12,736.2 million
to €3,027.3 million during the 2023 financial year.
Research and development revenues from collaborations decreased
by €112.5 million from €116.0 million during the 2022 financial year to
€3.5 million during the 2023 financial year. The decline was mainly at-
tributable to one-time effects in connection with Pfizer (influenza) and
Sanofi S.A. (intratumoral mRNA-based therapies) in the previous year.
Cost of Sales
From the year ended December 31, 2022 to the year ended December 31,
2023, cost of sales decreased by €2,395.2 million from €2,995.0 million to
€599.8 million, mainly due to recognizing lower costs from our decreased
COVID-19 vaccine sales, which included Pfizer’s share of our gross profit
based on our sales. Our cost of sales contains inventory write-offs and
expenses for production capacities derived from contracts with CMOs
that became redundant. The effects were driven by reducing production
capacities as well as further fostering the global production network with
our collaboration partners during the year ended December 31, 2023.
Research and Development Expenses
(in millions €)
Research and development expenses(1)
COVID-19
Non-COVID-19
(1) Breakdown according to internal cost allocation rules.
From the year ended December 31, 2022 to the year ended December 31,
2023, research and development expenses increased by €246.1 million
from €1,537.0 million to €1,783.1 million, mainly influenced by progressing
clinical studies for pipeline candidates as well as by our newly acquired
Years ended December 31,
Change
2023
1,783.1
313.0
1,470.1
2022
1,537.0
550.0
987.0
€
246.1
(237.0)
483.1
%
16.0
(43.1)
48.9
2
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product candidates and the development of variant-adapted COVID-19
vaccines. The increase was further driven by an increase in wages, ben-
efits and social security expenses resulting from a significant increase in
headcount.
2023 but were not designated as hedging instruments. Gains from foreign
exchange forward contracts at fair value through profit or loss amounted
to €67.6 million during the 2023 financial year compared to losses of
€385.5 million in the previous year.
Sales and Marketing Expenses
From the year ended December 31, 2022 to the year ended Decem-
ber 31, 2023, sales and marketing expenses increased by €3.2 million
from €59.5 million to €62.7 million, mainly due to increased expenses for
setup and enhancement of the commercial IT platform and an increase in
wages, benefits and social security expenses resulting from an increase
in headcount.
General and Administrative Expenses
From the year ended December 31, 2022 to the year ended Decem-
ber 31, 2023, general and administrative expenses adjusted for external
legal fees in connection with certain legal disputes increased by €13.3 mil-
lion from €481.7 million to €495.0 million, mainly due to increased expens-
es for purchased IT services as well as an increase in wages, benefits and
social security expenses resulting mainly from an increase in headcount.
Other Operating Result
From the year ended December 31, 2022 to the year ended December 31,
2023, the other operating result decreased by €593.3 million from posi-
tive €405.3 million to a negative result of €188.0 million.
During the year ended December 31, 2023, the other operating result
reflected a negative effect from recognizing foreign exchange differences
arising on operating items (expenses of €252.0 million during the 2023 fi-
nancial year compared to gains of €727.4 million in the previous year). The
decrease reflects the change in foreign exchange rates and is related to
our U.S. dollar denominated trade receivables which were mainly incurred
under our COVID-19 collaboration with Pfizer, U.S. dollar denominated
trade payables as well as U.S. dollar denominated other financial liabili-
ties which mainly relate to obligations incurred from our license agree-
ments. To manage our transaction exposures, foreign currency forward
contracts were entered into again during the year ended December 31,
Finance Result
During the year ended December 31, 2023, the finance result increased
compared to the year ended December 31, 2022 by €184.3 million from
€311.4 million to €495.7 million.
During the year ended December 31, 2023, the finance income of
€519.6 million was mainly due to interest income earned on financial se-
curities and bank deposits as well as fair value adjustments in relation to
money market funds. During the year ended December 31, 2022, fair value
measurement adjustments of the derivative embedded within our con-
vertible note had a significant impact on our finance result.
Income Taxes
Our tax expenses decreased by €3,263.9 million from €3,519.7 million in
the previous year to €255.8 million in the 2023 financial year. Income tax-
es comprise current taxes of €243.1 million (previous year: €3,629.6 mil-
lion) and deferred tax expenses of €12.7 million (previous year: deferred
tax income of €109.9 million). Current income taxes include corporate
income taxes and trade taxes of our German income tax group and are
based on the calculated taxable income. Taxable income for 2023 is also
net of deductible personnel expenses from our Employee Stock Owner-
ship Plans. Due to the decision by the Supervisory Board on the settle-
ment mechanism for the option rights at the end of September 2022, tax
savings came to €19.8 million as of December 31, 2023, which are recog-
nized directly in equity as the tax-deductible amount exceeds the amount
of the related cumulative share-based payment expense.
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In 2023, deferred tax assets are only recognized where the recognition
criteria of IAS 12 are met as of December 31, 2023. Unrecognized deferred
tax assets are re-assessed at each reporting date and are recognized to
the extent that the recognition criteria of IAS 12 are met. The amount of
deductible temporary differences, unused tax losses, and unused tax
credits for which no deferred tax asset is recognized in the statement of
financial position as of December 31, 2023 is €531.5 million. As of Decem-
ber 31, 2023, we recognize deferred tax assets on the losses of our U.S.
tax group and other companies outside Germany. A reorganization of the
intellectual property rights within the Group became effective as of June
30, 2023 and July 1, 2023, which also led to deferred tax effects in Germa-
ny, Austria and the U.S.
Annual Result
During the 2023 financial year, a profit of €930.3 million (previous year:
€9,434.4 million) was generated.
2.3.2 Financial Position
The objective of financial management is to safeguard capital and to pro-
vide liquidity for the growth of the companies. The proceeds from com-
mercial sales of our COVID-19 vaccine have become our most important
source of liquidity and resulted in a significant increase in cash and cash
equivalents in the 2023 financial year. Scenario and cash flow planning
are used to determine liquidity needs.
Capital Structure
As of December 31, 2023, our share capital comprised 248,552,200 vot-
ing bearer shares, of which 10,826,465 were held as treasury shares. The
par value of our shares is €1.00 and each confers one voting right at the
Annual General Meeting. The financing of ongoing clinical trials, as well as
the development, build-up of production capacity and commercialization
of new formulations were primarily funded from cash flow from operating
activities.
In March 2022, our Management Board and Supervisory Board autho-
rized the 2022 share repurchase program of ADSs, pursuant to which
ADSs with a value of up to $1.5 billion per ordinary share could be repur-
chased within a two-year period, commencing on May 2, 2022. In 2022,
the first tranche of our 2022 share repurchase program of ADSs, with a
value of up to $1.0 billion, concluded on October 10, 2022. The second
tranche with a value of up to $0.5 billion commenced on December 7,
2022 and concluded on March 17, 2023. In March 2023, our Management
Board and Supervisory Board authorized the 2023 share repurchase
program, under which ADSs with a value of up to $0.5 billion could be pur-
chased. It started on June 2, 2023 and concluded on September 18, 2023.
During the year ended December 31, 2023, 6,868,136 ADSs were repur-
chased at an average price of $116.78 (€107.53), for total consideration of
$802.1 million (€738.5 million).
Investments
During the 2023 financial year, investments were made in particular in
property, plant and equipment in the amount of €249.4 million (previous
year: €329.2 million). The investments were mainly made in connection
with new buildings in Germany and investments in our BioNTainer. Invest-
ments in intangible assets amounted to €505.0 million during the 2023
financial year (previous year: €34.2 million), primarily in connection with
the acquisition of license and collaboration agreements with Duality Bi-
ologics Co. Ltd and OncoC4 Inc. In addition, €187.4 million was invested
in intangible assets in connection with business acquisitions, mainly in
the context of the acquisition of the new subsidiary InstaDeep Ltd. There
were no business acquisitions in the previous year.
Depreciation of property, plant and equipment amounted to €97.7 million
during the 2023 financial year (previous year: €42.4 million). Amortization
of intangible assets amounted to €40.5 million (previous year: €22.0 mil-
lion).
For investing activities, we spent a total of €6,954.5 million during the
2023 financial year (previous year: €35.3 million), primarily for first-time
investments in bonds in the amount of €7,128.4 million.
Liquidity
As of December 31, 2023, our cash and cash equivalents amounted to
€11,663.7 million compared to €13,875.1 million as of December 31, 2022
and security investments to €5,989.7 million (previous year: nil), i.e. a total
of €17,653.4 million. Primarily, the overall increase in cash inflow during the
2023 financial year is due to payments received from commercial sales
of our COVID-19 vaccine and our share of gross profit from commercial
sales of the COVID-19 vaccine by our partner Pfizer included therein. The
contractual settlement of the gross profit share has a temporal offset of
more than one calendar quarter. In addition, Pfizer’s subsidiaries outside
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the United States have a different financial quarter. We receive a large por-
tion of these payments via our partner Pfizer in U.S. dollars, which exposes
us to significant concentration and currency risks. Operating activities,
which mainly comprise the share of gross profit received, as well as pay-
ments in connection with research and development activities, generated
a cash flow from operating activities of €5,371.4 million (previous year:
cash flow of €13,577.4 million).
Equity
Compared to December 31, 2022, equity increased by €190.3 million from
€20,055.6 million to €20,245.9 million as of December 31, 2023. The in-
crease mainly resulted from the profit during the 2023 financial year, part-
ly offset by effects from the share repurchase program of €738.5 million.
The equity ratio increased by 1.8 percentage points to 88.0% (previous
year: 86.2%).
Net cash used in financing activities for the year ended December 31,
2023 was €778.6 million (previous year: €1,419.3 million). The main com-
ponent was the cash of €738.5 million used in connection with the share
repurchase program.
2.3.3 Net Assets
As of December 31, 2023, total assets amounted to €23,006.3 million
compared to €23,279.1 million as of December 31, 2022. The decrease
was mainly due to lower receivables from Pfizer as a result of reduced
COVID-19 vaccine sales, as well as the following developments:
Current and Non-Current Assets
Compared to December 31, 2022, non-current assets increased by
€2,121.9 million from €1,357.1 million to €3,479.0 million as of December 31,
2023, due primarily to investments in non-current securities and intangi-
ble assets.
The €2,394.7 million decrease in current assets from €21,922.0 million
as of December 31, 2022 to €19,527.3 million as of December 31, 2023 is
mainly attributable to two contrasting effects: While total cash and cash
equivalents and securities increased, receivables from our COVID-19 col-
laboration with Pfizer and receivables from our customers that we supply
directly in our territory decreased due to lower demand at the end of the
2023 financial year.
Current and Non-Current Liabilities
Compared to December 31, 2022, liabilities decreased by €463.1 million
from €3,223.5 million to €2,760.4 million as of December 31, 2023. The
decrease was mainly attributable to the remittance of wage taxes and so-
cial security expenses in connection with the settlement of the Employee
Stock Ownership Plans (ESOP 2018 and LTI-plus) and lower obligations
incurred from our license agreements.
Off-Balance Sheet Commitments
The off-balance sheet commitments include the following:
(in millions €)
December 31, 2023 December 31, 2022
Commitments under purchase agreements
for property, plant and equipment
Contractual obligations to acquire
intangible assets
Total
154.4
1,721.1
1,875.5
105.2
—
105.2
Contractual obligations to acquire intangible assets exist in connection
with in-licensing and research and development cooperations. We have
entered into obligations to pay milestone payments once specific targets
have been reached. Provided that all of the milestone events are achieved,
we would be obligated to pay up to €1,721.1 million as of December 31,
2023 (nil as of December 31, 2022) in connection with the acquisition of
intangible assets. The amounts shown represent the maximum payments
to be made, and it is unlikely that they will all fall due. The amounts and
the dates of the actual payments may both vary considerably from those
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BioNTech | Annual Report 2023
77
stated in the table, since the achievement of the conditions for payment
is possible but uncertain. Other financial obligations from possible future
sales-based milestone and license payments were not included in the
table above.
a relevant contribution to supporting the third United Nations Sustainable
Development Goal (SDG 3): Ensure healthy lives and promote well-being
for all at all ages.
The expected maturities of payment obligations under purchase agree-
ments for property, plant and equipment and contractual obligations to
acquire intangible assets are as follows:
(in millions €)
Less than 1 year
1 to 5 years More than 5 years
Commitments under
purchase agreements
for property, plant and
equipment
Contractual obligations
to acquire intangible
assets
Total
152.5
1.9
—
BioNTech SE
249.4
401.9
954.9
956.8
516.8
516.8
2.4. Key Performance Indicators of the Group and
BioNTech SE
2.4.1 Non-Financial Key Performance Indicators of the Group and
BioNTech SE
Innovation was classified as a material non-financial key performance
indicator during the 2023 financial year and was used for internal man-
agement.
We are working on the development of innovative drugs for diseases with
high or unmet medical need. We continue to build our pipeline, which has
grown in recent years in line with the Company’s fundamental vision of
harnessing the power of the immune system to fight cancer and other se-
rious diseases. BioNTech supports the United Nations Sustainable Devel-
opment Goals (SDGs). In this context, with our business model, we make
Progress in research achievements and the advancement and expanded
commercialization of our COVID-19 vaccine are key performance indica-
tors for our Company. We are working to clinically demonstrate the ben-
efit of additional treatment approaches, further develop additional prod-
uct candidates in studies with potential for approval, and continuously
expand collaborations and manufacturing capabilities to offer innovative
treatments to patients around the world.
2.4.2 Financial Key Performance Indicators of the Group and
The following financial key performance indicators are in the focus of our
operational business development management. We use the measures
based on current exchange rates (not currency adjusted) and take effects
from potential M&A activities or collaborations into account where these
have been published.
Revenues
Total revenues mainly comprise expected commercial revenue, particu-
larly in connection with our COVID-19 business as well as other revenue
sources. Revenues are heavily influenced by the volumes available under
the collaboration and the agreed upon purchase quantities. As our rev-
enues represent our share of gross profits of the collaboration partners’
gross profit, they are also influenced by the incurring costs. For further
information on the composition of commercial COVID-19 vaccine sales
and the components contained therein, see the comments on sales under
2.3.1 Operating Results. Our sales serve as a performance indicator of our
commercial earning power.
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Research and Development Expenses
Research and development expenses are an indicator of our future earn-
ings potential, as this is highly dependent on the development of the clin-
ical pipeline and the responsible management of the financial resources
generated. This figure mainly includes expenses for the development of
our clinical product candidates, early exploratory research and research
and development overhead costs.
Sales, General and Administrative Expenses
These costs include sales and marketing costs as well as general and
administrative costs. We use this measure to manage the costs associat-
ed with the expansion of the sales and marketing organization to ensure
the necessary infrastructure and digital capacity for future market-ready
products, as well as to manage the internal administrative and coordina-
tive functions associated with the expansion of research and develop-
ment, such as finance, human resources, or business development, with
regard to the associated cost development.
Investments in Property, Plant and Equipment and Intangible Assets
Capital expenditures for property, plant and equipment and intangible
assets include expenditures for the acquisition of property, plant and
equipment as well as expenditures for the acquisition of intangible assets
and rights of use, unless they are made as part of mergers and acquisi-
tions (M&A). These mainly include expenditures for the expansion and
improvement of our research and development and manufacturing facil-
ities and investments in a state-of-the-art IT infrastructure to support the
Company in all digitization projects.
2.5 Overall Statement on the Business Development and
Position of the Group and BioNTech SE
We are a global immunotherapy company pioneering the development
of novel medicines against cancer, infectious diseases and other serious
diseases. These activities still require high investments at this stage. In ad-
dition to financial metrics, we continue to measure our business success
primarily by our research performance, and in particular by the achieve-
ment of the targets we have set. Together with collaboration partners, we
have generated a robust and diversified oncology and infectious disease
pipeline. There are currently 22 product candidates in oncology and sev-
en product candidates in infectious diseases in clinical development. In
the 2023 financial year, we continuously advanced and diversified our
pipeline, progressing in line with expectations and planning. Among other
things, we expanded our access to a new technology – ADCs – in 2023. In
addition, with the acquisition of our long-time strategic collaboration part-
ner InstaDeep, we have taken a further step in our strategy, aiming to build
world-leading capabilities in AI-driven drug discovery and development of
next-generation immunotherapies and vaccines to address diseases with
high unmet medical need. We are well positioned to continue BioNTech’s
successful development in what remains a challenging market environ-
ment in 2024.
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3 MANAGEMENT REPORT OF
BioNTech SE
3.2 Net Assets, Financial Position and Operating Results of
BioNTech SE
3.2.1 Operating Results
3.1 Supplementary Notes According to the
German Commercial Code (HGB)
BioNTech SE is the parent company of the BioNTech Group and is head-
quartered in Mainz, Germany. In addition, as of the end of the 2023 financial
year, the BioNTech Group included 41 group companies. Key management
functions for the Group, such as corporate strategy, risk management,
investment management tasks, executive and financial management, as
well as communication with important target groups of the Group, are the
responsibility of the Management Board of BioNTech SE. With its operating
activities, in particular in connection with the two collaboration agreements
with Pfizer and Fosun Pharma, which were concluded by BioNTech SE in
the context of the COVID-19 vaccine program, BioNTech SE generated the
bulk of the Group’s revenues.
BioNTech SE is not managed separately using its own key performance
indicators, as the Company is integrated into the group management
system. The explanations given for the Group apply. The economic frame-
work conditions of BioNTech SE essentially correspond to those of the
BioNTech Group and are described in detail in Section 2.
Years ended December 31,
(in millions €)
Revenues
Cost of sales
Gross profit
2023
3,270.1
(250.0)
3,020.1
Research and development expenses
(1,743.6)
Sales expenses
General and administrative expenses
Other operating income
Other operating expenses
Operating income
(29.4)
(535.1)
299.5
(315.6)
695.9
2022
12,514.5
(1,615.7)
10,898.8
(1,519.7)
(29.1)
(475.4)
1,041.3
(717.1)
9,198.8
Income from profit transfer
184.6
2,863.3
Income from other securities and loans
classified as fixed financial assets
Other interest and similar income
Expenses from loss transfer
Interest and similar expenses
Profit before tax
Income taxes
Net income
29.7
366.7
(166.2)
(78.0)
1,032.7
(233.2)
799.5
—
51.8
(86.9)
(30.9)
11,996.1
(3,370.1)
8,626.0
2
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AND RISK REPORT
CORPORATE GOVERNANCE
DECLARATION PURSUANT TO
SECTION 315D IN CONJUNCTION
WITH SECTION 289F HGB
REMUNERATION REPORT
NON-FINANCIAL REPORT
EVENTS AFTER THE
REPORTING PERIOD
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Revenues
Revenues decreased by €9,244.4 million from €12,514.5 million during
the 2022 financial year to €3,270.1 million during the 2023 financial year.
Commercial revenues decreased due to lower demand for our COVID-19
vaccine and are largely attributable to revenue recognition under the col-
laboration agreement with Pfizer, to which BioNTech SE is a party.
Cost of Sales
From the year ended December 31, 2022 to the year ended Decem-
ber 31, 2023, cost of sales decreased by €1,365.7 million from €1,615.7 mil-
lion to €250.0 million due to the decline in COVID-19 vaccine sales. Cost
of sales primarily includes the share of our gross profit that Pfizer receives
as a collaboration partner based on our sales. In addition, sales-related
licensing costs for third-party intellectual property contribute to the cost
of sales.
Research and Development Expenses
From the year ended December 31, 2022 to the year ended Decem-
ber 31, 2023, research and development expenses increased by €223.9
million from €1,519.7 million to €1,743.6 million, mainly due to progressing
clinical studies for our pipeline candidates as well as our newly acquired
product candidates and the development of variant-adapted COVID-19
vaccines. The increase was further driven by an increase in wages, ben-
efits and social security expenses resulting from a significant increase in
headcount.
General and Administrative Expenses
From the year ended December 31, 2022 to the year ended December 31,
2023, general and administrative expenses increased by €59.7 million
from €475.4 million to €535.1 million, mainly due to the expenses from the
remittance of wage taxes and social security expenses from the exercise
of our share-based payments, increased expenses for purchased IT ser-
vices as well as an increase in wages, benefits and social security expens-
es resulting mainly from an increase in headcount.
Other Operating Result
From the year ended December 31, 2022 to the year ended December
31, 2023, the other operating result decreased by €340.3 million from
positive €324.2 million to a negative result of €16.1 million. This item mainly
included foreign currency gains from the translation of our U.S. dollar
denominated trade receivables, which mainly arose from our COVID-19
collaboration with Pfizer. The offsetting effects mainly include expenses
from foreign exchange forward contracts.
Finance Result
During the year ended December 31, 2023, the finance result, compris-
ing the effects of profit transfer and interest income and expenses, de-
creased by €2,460.5 million compared to the year ended December 31,
2022 from €2,797.3 million to €336.8 million. The decrease resulted in
particular from the decline in income from the profit transfer from affiliated
companies (net profit transfer of €18.4 million; previous year: net profit
transfer of €2,776.4 million). During the year ended December 31, 2023,
the interest result included in the finance result improved by €297.5 million
compared to the year ended December 31, 2022 from €20.9 million to
€318.4 million, which is mainly due to interest income earned on securities.
Income Taxes
Income taxes amounted to €233.2 million during the 2023 financial year
(previous year: €3,370.1 million). Income taxes comprise current taxes
of €233.2 million (previous year: €3,442.3 million) and no deferred tax
expense or deferred tax income (previous year: deferred tax income of
€72.3 million). The decrease in current taxes is due to a decline in revenue
recognition related to our COVID-19 vaccine sales and includes corporate
income taxes and trade taxes of our German income tax group and is
based on calculated taxable income. Taxable income is also net of de-
ductible personnel expenses from our share-based payments programs.
In the HGB, or German GAAP accounts, the Supervisory Board decision
on the ESOP 2018 resulted in a present obligation to settle in cash with
regard to the wage tax from the exercise of the share-based payments.
Consequently, pursuant to German GAAP, the difference between the
value of the wage tax payment and the fair value of the pro rata rights
was recognized as an additional expense as of the grant date. Our share-
based payments programs resulted in aggregate actual tax savings of
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NON-FINANCIAL REPORT
EVENTS AFTER THE
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4 COMPENSATION REPORT
5 FURTHER INFORMATION
Liquidity
As of December 31, 2023, our cash and cash equivalents amounted to
€11,409.5 million compared to €13,798.0 million as of December 31, 2022,
securities classified as fixed assets amounted to €1,326.4 million (previ-
ous year: nil) and other securities amounted to €4,662.6 million (previous
year: nil), i.e. a total of €17,398.5 million. Primarily, the overall increase in
cash inflow during the 2023 financial year is due to payments received
from commercial sales of our COVID-19 vaccine and our share of gross
profit from commercial sales of the COVID-19 vaccine by our partner
Pfizer included therein. The contractual settlement of the gross profit
share has a temporal offset of more than one calendar quarter. In addition,
Pfizer’s subsidiaries outside the United States have a different financial
quarter. We receive a large portion of these payments via our partner
Pfizer in U.S. dollars, which exposes us to significant concentration and
currency risks. Operating activities, which mainly include the share of
gross profit received, as well as payments in connection with research
and development activities, generated a cash flow from operating activi-
ties of €4,514.8 million (previous year: cash flow of €13,148.0 million).
Net cash used in financing activities for the year ended December 31,
2023 was €813.4 million (previous year: €552.9 million). The main com-
ponent was the cash of €738.5 million used in connection with the share
repurchase program.
€11.9 million, which are recognized directly in equity as the tax-deductible
amount exceeds the amount of the related cumulative share-based pay-
ment expense.
Annual Result
During the 2023 financial year, net income of €799.5 million (previous
year: €8,626.0 million) was reported.
3.2.2 Financial Position
The objective of the financial management of BioNTech SE is essentially
identical to that of the Group and involves providing liquidity for the growth
of the group companies.
Capital Structure
As of December 31, 2023, our share capital comprised 248,552,200
voting bearer shares, of which 10,826,465 were held as treasury shares.
The capital reserve decreased mainly in connection with the share repur-
chase program.
Investments
Total investments of €2,598.1 million were made during the 2023 financial
year (previous year: €703.5 million). The amount consisted of investments
in property, plant and equipment amounting to €59.2 million (previous
year: €75.7 million) and investments in intangible assets amounting to
€667.2 million (previous year: €31.8 million) as well as investments in se-
curities classified as fixed assets and shares in affiliated companies and
other loans amounting to €1,871.7 million (previous year: €596.0 million),
primarily driven by the acquisition of InstaDeep and, to a lesser extent,
financing activities for subsidiaries.
Depreciation of buildings, other equipment, furniture and fixtures amount-
ed to €21.4 million in 2023 (previous year: €14.4 million). Amortization of
intangible assets amounted to €63.9 million (previous year: €12.0 million).
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CORPORATE GOVERNANCE
DECLARATION PURSUANT TO
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WITH SECTION 289F HGB
REMUNERATION REPORT
NON-FINANCIAL REPORT
EVENTS AFTER THE
REPORTING PERIOD
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
3.2.3 Net Assets
(in millions €)
Assets
Fixed assets
Intangible assets
Property, plant and equipment
Financial assets
Total fixed assets
Current assets
Inventories
Receivables and other assets
Other securities
Cash on hand and at banks
Total current assets
Prepaid expenses
Total assets
December 31, 2023 December 31, 2022
(in millions €)
December 31, 2023 December 31, 2022
Equity and liabilities
Equity
71.9
99.9
Share capital
Capital reserve
1,279.7
Treasury shares
1,451.5
Retained earnings
Accumulated profit
0.7
Total equity
7,273.3
Provisions
—
Tax provisions
13,798.0
Other provisions
21,072.0
Total provisions
63.5
Liabilities
22,587.0
Trade payables
674.6
136.5
2,542.8
3,353.9
1.2
2,813.9
4,662.6
11,409.5
18,887.2
216.3
22,457.4
Liabilities to affiliated companies
Other liabilities
Total liabilities
Deferred income
248.6
695.6
(10.8)
9,845.1
9,361.0
20,139.5
525.1
571.7
1,096.8
254.2
485.8
93.4
833.4
387.7
Total equity and liabilities
22,457.4
248.6
1,295.4
(5.3)
9,445.4
8,961.2
19,945.3
606.1
923.3
1,529.4
57.2
389.6
651.6
1,098.4
13.9
22,587.0
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DECLARATION PURSUANT TO
SECTION 315D IN CONJUNCTION
WITH SECTION 289F HGB
REMUNERATION REPORT
NON-FINANCIAL REPORT
EVENTS AFTER THE
REPORTING PERIOD
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
As of December 31, 2023, total assets amounted to €22,457.40 million
compared to €22,587.0 million as of December 31, 2022. A significant part
of this balance comprises cash on hand and at banks stemming from our
COVID-19 collaboration with Pfizer and the payments received under the
profit and loss transfer agreements derived from the COVID-19 vaccine
sales of our subsidiaries. The changes in our total assets are mainly due to
the following developments:
Fixed Assets and Current Assets
Compared to December 31, 2022, fixed assets increased by €1,902.4 mil-
lion from €1,451.5 million to €3,353.9 million as of December 31, 2023.
Besides additions in intangible assets, financial assets increased due to
the investments in securities.
Compared to December 31, 2022, current assets decreased by
€2,184.8 million from €21,072.0 million to €18,887.2 million as of Decem-
ber 31, 2023. The decline mainly resulted from the decrease in receiv-
ables from Pfizer as a result of lower demand for our COVID-19 vaccine.
Equity
Compared to December 31, 2022, equity increased by €194.2 million,
from €19,945.3 million to €20,139.5 million as of December 31, 2023. The
increase resulted primarily from the net income generated during the
2023 financial year. The equity ratio increased by 1.4 percentage points to
89.7% (2022: 88.3%).
Provisions and Liabilities
Compared to December 31, 2022, provisions and liabilities decreased by
€697.6 million from €2,627.8 million to €1,930.2 million as of December 31,
2023, largely as a result of lower provisions for outstanding invoices and
miscellaneous provisions as well as lower liabilities from wage taxes and
social security expenses.
Off-Balance Sheet Commitments
Contingent liabilities relate to potential future events whose occurrence
would give rise to an obligation. As of the reporting date, contingent lia-
bilities from guarantees amounted to €642.8 million. The risk of claims is
considered to be low due to the central management of the subsidiaries,
taking into account the Group’s good financial position.
Other financial obligations include the following rental and lease
obligations:
(in millions €)
Less than 1 year
1 to 5 years More than 5 years
Rental agreements
8.5
28.1
7.2
Rental and lease agreements offer the benefit of optimizing liquidity. There
are no identifiable significant risks. The aforementioned transactions
include expenses from rental agreements with ATHOS KG, Holzkirchen,
Germany, or entities controlled by them.
There are also other financial obligations in connection with the purchase
of property, plant and equipment and intangible assets:
(in millions €)
Less than 1 year
1 to 5 years More than 5 years
Commitments under
purchase agreements
for property, plant and
equipment
Contractual obligation to
acquire intangible assets
Total
152.5
249.4
401.9
1.9
954.9
956.8
—
516.8
516.8
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DECLARATION PURSUANT TO
SECTION 315D IN CONJUNCTION
WITH SECTION 289F HGB
REMUNERATION REPORT
NON-FINANCIAL REPORT
EVENTS AFTER THE
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3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
The financial obligations in connection with the purchase of intangible as-
sets arise from the license and collaboration agreements concluded and
the resulting obligations to make milestone payments to the collaboration
partner as well as the contractual obligation under purchase agreements
for property, plant and equipment. Provided that all contractually agreed
milestones are reached, the Company would be obligated to pay up to
€1,875.5 million as of December 31, 2023.
3.3 Forecast, Opportunity and Risk Report
The business development of BioNTech SE is essentially subject to the
same risks and opportunities as the BioNTech Group, as BioNTech SE
participates in the risks of the group companies via its investments. As
a result of the central financial management of the BioNTech Group, all
financing transactions are primarily conducted via BioNTech SE. As the
parent company of the BioNTech Group, BioNTech SE is integrated into
our Group-wide risk management.
3.4 Relationships with Affiliated Companies
Final declaration of the Management Board of BioNTech SE on the re-
port on relationships with affiliated companies for the 2023 financial year
(dependent company report pursuant to Section 312 para. 3 sentence 3
AktG):
“According to the circumstances known to us at the time when the legal
transactions were carried out or the actions were taken, BioNTech SE
received appropriate consideration for each legal transaction and was
not disadvantaged. In the financial year, no actions were taken or omitted
at the instigation of or in the interests of ATHOS KG or its affiliated compa-
nies in the period from January 1 to December 31, 2023.”
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5 FURTHER INFORMATION
4 FORECAST, OPPORTUNITY
AND RISK REPORT
4.1 Forecast
We as a company are part of the pharmaceutical and biotechnology in-
dustry, which stands out nationally and internationally for its innovative
strength. The growth prospects for the industry are considered to be
good, driven by its independence from economic cycles, global demo-
graphic change and medical and technological progress. Based on the
Company’s proprietary mRNA technology, we succeeded in becoming
the first company worldwide to develop a highly effective and safe vaccine
against COVID-19 in compliance with scientific standards within one year
and to then successfully market it globally. This demonstrates our ability
to develop and commercialize medicines and therapies based on innova-
tive technologies that can add value for patients and society.
We expect consolidated revenues of €2.5 billion to €3.1 billion for the 2024
financial year.
The revenue forecast mainly comprises commercial revenues from our
COVID-19 vaccine business and is based on various assumptions includ-
ing, but not limited to, the transition still expected in 2024 from a mar-
ket environment with purchase agreements between governments and
vaccine manufacturers to commercial market orders and a regulatory
recommendation to adapt the COVID-19 vaccines to the latest circulating
variants or sublineages of SARS-CoV-2. Our estimated COVID-19 vaccine
revenues reflect the deliveries anticipated under existing or promised
supply agreements as well as expected sales from conventional commer-
cial orders. While we anticipate an increase in demand due to a vaccine
adaptation, we expect fewer primary vaccinations and a lower percent-
age of booster vaccinations within the population as a whole. We expect
that our revenues will be shaped by purchases of our COVID-19 vaccine in
the second half of the year.
Revenue is heavily influenced by the volumes available under the collabo-
ration and the agreed upon purchase quantities, to which we have adjust-
ed our production capabilities accordingly. As our revenues represent our
share of gross profits of the collaboration partners’ gross profit, they are
also influenced by the incurring costs.
We aim to generate long-term sustainable revenues from the COVID-19
vaccine program and maintain our leadership role in the development and
commercialization of COVID-19 vaccines. We have developed and mar-
keted four COVID-19 vaccine products since the start of the pandemic.
Going forward, we intend to continue our work with Pfizer to create the
conditions to flexibly adapt the vaccine to other potential future muta-
tions if necessary, to continually optimize the formulations and to make
the product accessible to additional patient groups through indication
extensions.
As described above, the range of revenue we forecast depends on vari-
ous factors. Our revenue forecast is based on largely stable vaccination
rates and can be influenced by a change in price levels, particularly in the
more competitive U.S. market. The forecast factors in expected write-
downs recognized by our collaboration partner Pfizer.
In addition to COVID-19 vaccine revenues, we plan to develop further
revenue sources, such as from the framework agreement signed with the
Federal Republic of Germany on pandemic preparedness including man-
ufacturing and supply of mRNA vaccines and, for example, revenues from
external sales by our subsidiaries InstaDeep Ltd., JPT Peptide Technol-
ogies GmbH and BioNTech Individualized mRNA Manufacturing GmbH.
With the successful production and commercialization of our COVID-19
vaccine, we have built up a wealth of expertise and a global network to
develop, produce and commercialize products worldwide. Our future
earnings potential is highly dependent on the development of the clinical
pipeline and the responsible use of the financial resources generated. We
have generated a broad pipeline of product candidates across a range
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of technology platforms and, in addition, intend to reinvest the proceeds
from the sale of our COVID-19 vaccine in our advanced clinical candidates
and in the further expansion of our therapeutic platforms. During the 2024
financial year, we expect to make significant progress in several clinical
trials and present data updates for numerous development programs. In
connection with building our product pipeline in oncology and infectious
disease and expanding into new areas such as autoimmune diseases,
regenerative medicine and allergies, we expect our research and de-
velopment expenses to continue to increase. In this context, we expect
expenses of €2.4 billion to €2.6 billion for the 2024 financial year.
Costs are also expected to increase for the internal administrative and
coordinative functions associated with the expansion of research and de-
velopment, such as finance, human resources, or business development.
For the 2024 financial year, we expect sales, general and administrative
expenses in the range of €700.0 million to €800.0 million. This forecast
does not include expenses for external legal counsel in connection with
certain legal disputes, as these are recognized in the other operating re-
sult. Nor does it include potential payments that may arise from the results
of current or future legal disputes or related judgments or settlements.
Operating investments in property, plant and equipment and intangible
assets will also increase. For the 2024 financial year, we expect operating
investments in property, plant, equipment and intangible assets in the
range of €400.0 million to €500.0 million. This includes expenditures for
the expansion and improvement of our research and development and
manufacturing facilities described above and further investments in IT
infrastructure to support the Company in its bio-digital transformation and
our focus as a data-driven enterprise.
Based on the guidance for revenues and considering cost of sales, re-
search and development expenses and all other costs, we do not expect
to turn a profit in 2024.
In 2023, we strengthened our technology platforms, our digital capabili-
ties, and our infrastructure through relevant investments, select strategic
partnerships, licensing and acquisitions to bring long-term added value
to patients, shareholders, and to society. In 2024, we intend to continue
building our oncology pipeline towards our first oncology product launch
in 2026 and to apply for ten further indication approvals by 2030. Longer
term, we see potential applications for our technologies beyond oncology
and infectious disease, including autoimmune diseases, inflammatory
diseases, cardiovascular diseases, neurodegenerative diseases, and
regenerative medicines.
4.2 Risk Report
4.2.1 Risk Governance Framework
Risk Management System
As a next-generation immunotherapy company, we are exposed to nu-
merous uncertainties and changes resulting, for example, from new re-
search approaches. These uncertainties can have a significant impact on
the planned business performance. BioNTech is aware of the need to take
risks in order to exploit opportunities that arise. Our risk management sys-
tem (RMS) describes the systematic approach to identifying, assessing,
managing, mitigating and communicating risks. As part of our risk gov-
ernance framework, a functioning risk management system is a central
element of value-based corporate governance and applies to all divisions,
subsidiaries and locations throughout the Group. The risk management
function belongs to the Business Planning & Analysis department and
reports directly to the CFO.
Risk Management Process
Our Management Board and Supervisory Board jointly determine the risk
strategy and risk appetite. Our company-wide risk management system
covers strategic, operational, financial, legal, compliance and reputational
risks. Our systems are constantly being reviewed and enhanced, and will,
for instance, address environmental, climate and human rights aspects
more systematically in the future. This also includes the requirements of
double materiality in accordance with the EU Corporate Sustainability Re-
porting Directive (CSRD), whereby BioNTech will have to report on both
the impact of the Company’s activities on people and the environment
and the impact of sustainability aspects on the Company from the 2025
financial year onwards.
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DECLARATION PURSUANT TO
SECTION 315D IN CONJUNCTION
WITH SECTION 289F HGB
REMUNERATION REPORT
NON-FINANCIAL REPORT
EVENTS AFTER THE
REPORTING PERIOD
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
The regular risk cycle is completed once every six months. Our risk own-
ers and experts assess the risks and decide how to respond to them.
Enterprise Risk Management regularly reports to the Management Board
on the overall risk situation. Ad hoc risks are continuously identified, as-
sessed and, if necessary, reported directly to the Management Board.
Risk Identification
At BioNTech, new risks are systematically identified and analyzed. Exist-
ing risks were re-assessed, and reviewed and refined with regard to their
substance and assessment, and adjusted where necessary.
The individual risks are assigned to our risk owners, who are responsible
for the management of these risks and who have the necessary compe-
tencies and level of responsibility to do so. The risk owners evaluate the
individual risks quantitatively by determining the probability of occurrence
and the estimated monetary impact. In addition, the risks are expanded
to include the dimensions of “reputational damage” and “legal relevance”
and assessed qualitatively.
The risk identification process is supported by a risk management tool,
which catalogs risks within our risk universe. In order to capture the full
range of possible outcomes, the risks are aggregated using a Monte Carlo
simulation. A comparison of the resulting value-at-risk and our risk-bear-
ing capacity enables us to manage risks comprehensively. The risk-bear-
ing capacity plan refers to several metrics such as rating, our equity, EBIT
and our cash and cash equivalents and compares them with the aggre-
gated overall risk in the short, medium and long term.
Risk Assessment and Management
Risks are assessed in financial terms according to “probability of occur-
rence” and “damage potential”. Probability of occurrence is rated on a
scale ranging from “very unlikely” to “very likely”, while damage poten-
tial is rated on a scale from “low” to “critical”. Risks arise depending on
the combined magnitude of the two factors and are classified as “high”,
“medium” or “low”. The order in which the risks are presented within the
three categories reflects the current assessment of the relative mag-
nitude of risk for us and therefore provides an indication of the current
significance of these risks for us.
However, risks with a currently low estimated damage potential may have
a greater impact in the future than currently assessed and are therefore
continuously monitored by Central Risk Management.
We monitor identified risks continuously and respond to them in different
ways. For each risk, we make an individual decision as to whether or not to
accept the risk. Alternatively, we consider, for example, whether we can
cover (or transfer) the risk by insurance or mitigate it by other means.
Risk Reporting
The aim is to identify, monitor and manage our risks at an early stage.
Risks and their impact on the Company are presented transparently in
order to enable effective management of these risks. We use internal and
external sources of information for this purpose.
Central Risk Management prepares an overall risk report for the Man-
agement Board twice a year. The Risk Committee comments on the risk
report and validates the greatest risks, recommends responses and iden-
tifies interdependencies between the risks. The Management Board then
informs the Audit Committee. If unexpectedly high risks arise – in addition
to the regular reporting of significant risks – these are reported directly to
the Management Board. The Audit Committee of our Supervisory Board
examines the effectiveness and adequacy of the risk management sys-
tem and also calls on the Internal Audit department for this purpose.
Risk Culture
BioNTech practices and promotes an open risk culture. All employees can
approach their manager or Enterprise Risk Management directly or re-
port new risks (anonymously) via a reporting portal. Training courses are
offered every six months for all risk owners and experts, and the training
documents are available to all employees via the intranet. The information
collected can then be forwarded directly to the relevant risk owner or
discussed in workshops. Regular news articles are addressed to all em-
ployees and underline the open risk culture.
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NON-FINANCIAL REPORT
EVENTS AFTER THE
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3 GROUP REPORT
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5 FURTHER INFORMATION
Three Lines Model
Our objective is to anticipate potential developments at an early stage and
to systematically identify, assess and manage any resulting risks. In order
to systematically manage risks, the governance structure of BioNTech
is based around the three lines model. From an operational perspective,
activities in the first line are aimed at compliance with the requirements
defined in the second line and application of controls as part of day-to-day
operations. The second line comprises risk management as well as our in-
ternal control system (see 4.2.3) and our compliance and ethics program
(see 5.4 Integrity and Ethics). This line provides systems and expertise to
systematically detect risks, defines the control framework and sets pol-
icies. Internal Audit, which was newly implemented in the 2022 financial
year, is the third line (see 4.2.3).
4.2.2 Risks
Risks with the Greatest Financial Impact
Risks from Strategic Transformation and Integration
We are in a constant process of strategic adjustments. If we cannot imple-
ment our plans as expected, we are exposed to certain risks. For example,
the benefits of the measures may be less than originally estimated, they
may have a later impact than anticipated, or they may not have any effect
at all. On the other hand, constant growth also amplifies the complexity
of integrating successful transactions, our pipeline, locations, processes
and interfaces. Any of these factors – alone or in combination – could
have a negative impact on our business, net assets, financial position and
operating results. The transformation is being addressed through vari-
ous strategic initiatives, including in particular the expansion of existing
departments and cross-disciplinary teams as well as the expansion of
our IT support and the underlying process landscape. The financial risk is
assessed as high and has primarily a medium and long-term impact.
Risks Related to Commercial Products
BioNTech’s future success depends largely on our ability to successfully
commercialize our development candidates. The commercial function is
constantly being enlarged and its processes refined in order to consoli-
date our position and establish ourselves as the market leader. Commer-
cial scaling and the interaction between medical and public affairs are
time-critical components. The financial risk is assessed as high.
In 2020, our COVID-19 vaccine was our first commercial product
launched on the market and an effective component in the fight against
the COVID-19 pandemic. Revenues projected on the basis of assump-
tions are subject to fluctuations and may thus fall short of our own expec-
tations. These fluctuations can be caused, for example, by an incorrect
assessment of market size or unforeseen changes in market demand.
This also includes the transition to standard treatment, securing the sup-
ply chain and adapting our vaccine doses to the changing distribution
channels. Changes in the requirements for our vaccine, missed or delayed
adaptation to new virus variants or even superior products from compet-
itors could also have an aggravating effect. We continuously monitor and
analyze market and industry developments in order to identify market
entry barriers, growing competition or changes in health legislation at an
early stage and are further expanding the internal capacities needed to
do so. In addition, we are in active exchange with government represen-
tatives, health insurance companies and other payers. The financial risk is
assessed as medium.
The various contracts with our collaboration partners and the associat-
ed profit share are subject to certain expectations on our side. Despite
various consultations and our own assessment, actual results may fall
short of our expectations, e.g. due to lower revenues or market shares in
our partners’ regions as well as increased costs on our partners’ side. In
order to be able to better assess the developments, we are in intensive
and constant exchange with our partners. The financial risk is assessed
as medium.
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Research and Development Risks
There are currently 22 product candidates in oncology and seven product
candidates in infectious diseases in clinical development. Our main activ-
ity therefore continues to be research and development and the super-
vision of clinical trials. Naturally, this also involves the greatest risks. For
scientific, procedural or regulatory reasons, product candidates may not
be developed to market maturity, or only with a delay. Likewise, despite
optimal preparation, unforeseeable complications or side effects may
occur in the course of clinical trials, which in the worst case could lead
to legal disputes and compensation payments. The increasing number
of candidates in our product pipeline also has a growing impact on the
Company’s risk situation. We constantly monitor the development of our
industry and the market in order to address uncertain factors during the
research and development of our candidates in oncology and infectious
disease (e.g. clinical care costs, the number of treatable patients, possi-
ble additional costs due to delays in clinical trials, a more difficult patient
search or an additional trial to collect additional data). The financial risk is
assessed as high.
People Risks
Our workforce plays a crucial role in our transformation. The skills of our
employees are an important factor for our business success. If we are
unable to attract or retain a sufficient number of experts, this could have a
negative impact on our business in the future. New processes and capaci-
ties are being developed and built up to counteract the bottleneck caused
by the generally high market demand for the recruitment of new employ-
ees and relevant specialist staff. The financial risk is assessed as high.
Geopolitical and External Risks
Our constant global expansion also increases the regulatory require-
ments placed on us. For example, working with collaboration partners
in different countries and regions leads to additional requirements and
regulations that we have to consider. This includes topics such as data
protection, animal welfare and the protection of human rights. The finan-
cial risk is assessed as high.
Events on a global scale are also the focus of strategic consideration and
include climate change and associated extreme weather events such as
floods or droughts. We also monitor the effects of geopolitical tensions
and conflicts in various regions of the world with a view to their potential
impact on our business activities. These include armed conflicts such as
those in Ukraine and the Middle East and their potential escalation, as well
as trade conflicts. Even though the financial risk is currently assessed as
low, the situation is being closely monitored.
Such tensions can have further consequences, such as a high inflation
rate, disrupted supply chains, for example due to import restrictions, sup-
ply bottlenecks or resource shortages. These are continuously monitored
and evaluated by our Business Continuity Management function. The
financial risk is assessed as low.
Physical and IT Security Risks
The protection of our data and the security of our information also in-
cludes unauthorized access – from outside or inside – to our supply chain,
infrastructure or intellectual property as well as extortionist acts, deni-
al-of-service attacks, fraud and phishing or even a global IT blackout. We
take various measures to counteract these risks; for example, we contin-
uously enhance our security policies and guidelines and perform IT risk
and application security assessments; a vulnerability scanner, awareness
training for our employees and incident management function have been
set up. The residual financial risk is classified as medium.
The continued visibility of the Company and the growing international
presence have diversified security risks. Physical security risks include
criminal threats against the assets of BioNTech, harassment of employ-
ees, unauthorized access and other undesired acts against BioNTech’s
operations. With a security transformation program, awareness training
and the implementation of corresponding physical security standards,
BioNTech aims to achieve and uphold a globally consistent level of pro-
tection for all BioNTech representatives and assets. A medium residual
financial risk remains.
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Legal, IP and Insurance Risks
The legal risks that are currently relevant to us can be grouped into two
categories: contractual risks and patent-related risks.
sources of information. The necessary processes and systems have
been established and are constantly being refined. The residual financial
risk is classified as low, but reputational damage could be high.
On the contractual side, we are confronted with possible breaches of
contract. Different interpretations of the contracts, the claims regulated
in them and the allocation of revenues and costs could lead to disputes.
Where the recognition criteria are met, provisions are made to counter
this risk. We assess this as a medium residual financial risk.
The withholding and deduction of taxes on remuneration for the transfer
of the use or the permission to use rights, in particular copyrights and
intellectual property rights, is actively monitored by our Tax department.
The financial risk is considered to be low, but reputational damage could
be high.
It is possible that not all events or different events are fully insured. Our
constant growth makes it difficult for insurance service providers to as-
sess us, coverage amounts and related premiums may be set too high or
too low. If coverage amounts are too low, there is a risk that events may not
be fully covered, while excessively high coverage would impair our liquid-
ity. We have established a central insurance management function and
work with specialized insurance brokers and insurers with experience in
the pharmaceutical industry. We liaise with our insurers to address any
discrepancies. Identified risks are evaluated and mitigated whenever nec-
essary. We assess this as a medium residual financial risk.
In addition, in the normal course of business, we could from time to time
unintentionally infringe protected intellectual property of others. These
patent-related risks are countered by continuous monitoring of patent
applications. In addition, in such cases, we continuously assess whether
the related circumstances will change in the future, including whether it
may be necessary to recognize a provision and whether there are poten-
tial indemnification claims against such allegations. The financial risk is
assessed as low.
Intentional or unintentional infringement of our intellectual property by
third parties is currently considered to be a low financial risk, but would
have mainly long-term effects.
Compliance and Regulatory Risks
The rapid growth of recent years augments the risk of a delay in quarterly
or annual financial statements. Increased media attention and regulatory
requirements also have an impact on timelines, as does the interaction
between internal departments and external collaboration partners as
In Compliance & Business Ethics, the focus is on combating corruption,
bribery and money laundering. In addition, processes have been put in
place and various training courses, guidelines and policies are available
to our employees to actively address dealing with healthcare experts,
conflicts of interest and discrimination. The financial risk from such mis-
conduct is classified as low, but it could result in high reputational damage.
Processes and responsibilities need to keep pace and evolve with the
rapid growth. It may not be possible to adequately meet the requirements
of the Sarbanes-Oxley Act (U.S. federal law designed to improve report-
ing by companies using the U.S. public capital market). The confidence
of the market or individual investors could be damaged. To counteract
this, the internal control system is constantly being expanded and further
developed. The financial risk is low.
Financial Risks
A large part of the incoming payments are in U.S. dollars. Consequently,
we incur an exchange rate risk for the funds required in euros. With the aim
of preserving capital, surplus liquidity is invested in short and longer-term
securities and at various banks as well as in money market funds with
investment grade ratings, subject to limits defined in a risk policy. Coun-
terparty limits are derived from the respective banks’ credit default swaps
(CDSs) and monitored on an ongoing basis. Any interest rate risks in this
context can also lead to opportunities. We also identify exchange rate
risks with regard to foreign currency investments. Exchange rate and in-
terest rate fluctuations can reduce the value of our financial positions. We
limit the effects of the identified risks with the help of a coordinated and
consistently implemented risk strategy. As a matter of principle, forward
exchange transactions are concluded as hedging instruments. Our risk
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strategy also takes into account natural hedging relationships. In addition,
developments on the financial markets are continuously monitored to
enable us to react to exceptional events at short notice. The financial risk
is assessed as low.
Sustainability Risks
Since the 2023 financial year, Risk Performance and Corporate Social
Responsibility (CSR) have worked together to identify material sustain-
ability risks and integrate them into the company-wide risk management
system. In 2023, the analyses focused on climate risks as identified by
the Task Force on Climate-related Financial Disclosures (TCFD) and hu-
mans rights risks pursuant to the German Act on Corporate Due Diligence
for the Prevention of Human Rights Violations in Supply Chains (LkSG),
which has been applicable to BioNTech since January 1, 2023.
We integrate climate-related topics (climate risks pursuant to the TCFD
and targets in accordance with the Science Based Targets initiative or
SBTi) into risk management on a continuous basis. BioNTech added a
separate category of potentially relevant financial and physical impacts of
climate change to its corporate risk management in 2023 and continues
to work on integrating more specific climate-related risk categories into
risk management. The sustainability report for the 2023 financial year
contains an overview of the climate risks identified as being of relevance
for us and of climate risk governance and strategy. Metrics and targets
(not externally audited) for assessing and managing relevant climate-re-
lated risks are published in the 2023 Sustainability Report and on our
website at www.biontech.de. The climate targets for 2030 in accordance
with the SBTi were confirmed by the SBTi in January 2024.
BioNTech has been conducting a proactive risk assessment since 2023
in order to identify potential and actual human rights and environmental
risks and incidents in accordance with the LkSG at an early stage and to
take action to prevent and mitigate them. The risk assessment will be car-
ried out annually and, if necessary, on an ad hoc basis to assess potential
risks arising from significant changes in the Company’s business activities
or business relationships or if specific concerns arise in relation to human
rights and environmental risks under the LkSG. In 2023, BioNTech car-
ried out risk assessments for its own business activities at both abstract
and concrete levels, using information from external experts and internal
sources. The risk assessment along the supply chain was based on coun-
try-specific and industry-specific risk data. The identified human rights
risks are recorded in the Company’s risk management system. One focus
of the human rights management process in 2023 was the discussion and
preparation of the integration of human rights risks into the Company’s
risk management system. The integration is being coordinated by the
Human Rights Officer and BioNTech’s risk management function and will
continue in 2024. The establishment of formal governance structures will
also continue in 2024.
We differentiate between human rights risks in our own sphere of respon-
sibility and those in our supply chain. If we fail to comply with the legal
requirements or do not handle reported violations in a timely or appro-
priate manner, we could be excluded from public tenders, suffer a loss of
reputation or be fined. The financial risk for BioNTech is low in both areas
(outside-in perspective).
On the other hand, the more we drive forward our transformation guided
by the SBTi targets, the greater the transition risks will be. This can have a
negative impact on our business activities and on our material, production
and transportation costs. The financial impact on BioNTech is assessed
as low.
We also consider the physical effects of climate risks, such as the impact
of heatwaves, flooding or rising sea levels on our business units or our
supply chain. The financial impact on BioNTech is currently considered to
be low, but could rise in the longer term (outside-in perspective).
4.2.3 Internal Control System and Internal Audit
Internal Control System
Our internal control system (ICS) is designed to provide reasonable as-
surance regarding the reliability of financial reporting and the preparation
of our financial statements for external reporting purposes in accordance
with International Financial Reporting Standards (IFRS) or the German
Commercial Code (HGB). Having listed our share on the Nasdaq Global
Select Market, we have established our internal control system based on
SOX regulations (Sarbanes-Oxley Act Section 404).
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The standard ICS process is depicted in an ICS lifecycle, comprising the
six steps presented below that are carried out either consecutively or in
parallel:
Scoping phase
Testing of effectiveness
Discussion of test results
Monitoring of activities
Quality assurance of the self-assessments
ICS reporting
The results of the testing are communicated regularly to the Manage-
ment Board and Supervisory Board and approved in connection with the
annual financial statements. The scope of the ICS is defined across all
processes. The test results include financial reporting topics as well as
further processes and topics from general areas, such as treasury, tax, IT,
compliance and operational topics.
Based on the COSO model (Committee of Sponsoring Organizations of
the Treadway Commission), our internal control system for financial re-
porting is divided into five components: control environment, risk assess-
ment, control activities, information and communication, and monitoring
of the internal control system.
The effectiveness of internal control over financial reporting is regularly
reviewed and assessed against the COSO components in accordance
with Section 404 SOX. As of December 31, 2023, the control system over
financial reporting was assessed as effective by our Management Board.
Internal Audit
The Internal Audit function was newly implemented in October 2022. In-
ternal Audit reports to the CEO and the Audit Committee. As an indepen-
dent audit and consulting function without operational responsibility, In-
ternal Audit performs audits of organizational units, processes, corporate
functions, applications and projects selected according to a risk-based
approach on behalf of the Management Board and the Audit Committee.
Various audits were conducted in the 2023 financial year. Audit findings
lead to agreed actions that are overseen by Internal Audit until they have
been fully implemented. Regular reporting to the Audit Committee and
Management Board on the implementation status of the agreed actions
has been established.
4.2.4 Assessment of the Internal Control System and Risk Management
System by the Management Board
The company-wide risk situation is evaluated twice-yearly at Manage-
ment Board meetings. The results of the internal control process are pre-
sented to the Audit Committee once a quarter and an overall assessment
is given of the adequacy and effectiveness of the ICS and RMS. On this
basis, the Management Board is not aware of any indications that our ICS
and RMS were not appropriate or not effective overall as of December 31,
2023.
We are convinced that we will be able to master challenges and take
advantage of opportunities in the future without taking unjustifiably high
risks. In doing so, we strive for a balanced relationship between opportu-
nities and risks. Our aim is to increase added value for our stakeholders by
analyzing and seizing new opportunities.
4.2.5 Assessment of the Overall Risk Situation by the Management Board
The assessment of the overall risk situation is the result of the consolidat-
ed consideration of all significant risk categories and individual risks.
Given systemic limitations, the design of internal control over financial
reporting and the diligence of control implementation do not provide ab-
solute assurance that the financial reporting objectives will be achieved
and misstatements will always be prevented or detected.
At the time the management report was prepared, the aforementioned
risks did not pose any threat to the continued existence of BioNTech SE
and its affiliated subsidiaries.
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4.3 Opportunity Report
In pursuit of our vision, we are focused on transforming the treatment of
cancer and infectious diseases and creating long-term value for patients,
society and our shareholders through innovative and personalized med-
icines and therapies that harness the full potential of the human immune
system. Based on the key building blocks listed below, we believe we are
well positioned to provide people around the world with access to our
therapies and medicines and to ensure that they benefit from them.
Pipeline of Clinical Product Candidates
Underpinning our vision is our understanding and long experience in im-
munology. We are a multi-technology company with specific expertise in
the development of mRNA-based therapeutics, immunomodulators such
as monospecific and bispecific antibodies and targeted therapies such as
ADCs and CAR-T cell therapies. We believe that by combining comple-
mentary treatment modalities, we can leverage the full potential of each
technology to develop precise and personalized treatments that increase
the likelihood of therapeutic success, reduce the risk of treatment resis-
tance and reach a broader patient population. We use AI and machine
learning to build our pipeline, identify and optimize molecules and accel-
erate workflows on our journey to becoming an AI-integrated company.
Our diversified product portfolio encompasses a large array of product
candidates with a growing pipeline of investigational compounds in ad-
vanced development. The breadth of the pipeline should enable us to
advance product candidates to approval, while at the same time cush-
ioning the impact of candidates that fail to reach market on the Compa-
ny’s overall performance. There are currently 22 product candidates in
oncology and seven product candidates in infectious diseases in clinical
development. In 2023, we initiated three Phase 1 clinical trials in infectious
disease for mRNA-based prophylactic vaccine candidates against the
herpes simplex virus, tuberculosis and mpox. In oncology, we started
seven trials with product candidates from across a range of technologies
against a number of solid tumors: ADCs (one Phase 1/2 and one Phase 3
trial), monoclonal antibodies (one Phase 3 trial), bispecific antibodies (one
Phase 2 trial) and mRNA-based product candidates (two Phase 2 trials).
The rapid development, successful commercialization and delivery of
our COVID-19 vaccine based on our proprietary mRNA technology has
demonstrated the potential of immunotherapies. The speed and success
of developing a vaccine based on mRNA technology has also demon-
strated that not only can highly effective and safe vaccines be produced
based on this technology, but that mRNA technology may also enable
potentially faster product development and shorter production cycles
than conventional vaccine technologies. In 2023, we and Pfizer continued
our global COVID-19 vaccine leadership with the market launch of the
Omicron XBB.1.5-adapted monovalent COVID-19 vaccine. Furthermore,
we are focusing on building a sustainable respiratory infectious disease
vaccine business, leveraging our existing COVID-19 vaccine franchise. In
addition to our marketed product Comirnaty, we are collaborating with
Pfizer on our development program for a shingles vaccine and for a com-
bination vaccine against COVID-19 and influenza designed to potentially
address two serious respiratory diseases with a single vaccine.
Our long-term oncology vision is to expand the number of available treat-
ment options for cancer patients. We aim to address the full continuum of
cancer treatment by developing novel therapies to best serve the needs
of cancer patients from adjuvant to late-stage settings. We aim to achieve
this by building a diverse toolkit and clinical portfolio with synergistic
mechanisms of action. To increase the potential efficacy of our immuno-
therapies, we develop product candidates that are precisely targeted. By
combining compounds with synergistic mechanisms of action, such as
the combination of our FixVac immunotherapy (CARVac) with our novel
CAR-T therapies, we aim to potentially increase the efficacy of our thera-
pies and counteract resistance mechanisms. Our objective is to combine
immunomodulators and/or targeted therapies with our mRNA cancer
vaccines to polyspecifically target and potentially cure cancer.
We believe we are well positioned to develop the next generation of im-
munotherapies that have the potential to change treatment paradigms for
therapies against cancer, infectious diseases and other serious diseases,
and significantly improve clinical outcomes for patients.
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We continued to build our pipeline in 2023 and are currently conducting
11 Phase 2 and 3 clinical trials in various modalities and indications as
monotherapy or in combination with a standard therapy. Our future rests
on the four pillars of our COVID-19 franchise, the oncology pipeline, the
infectious disease pipeline and our strong financial position. In 2024, we
will raise our R&D spending, particularly in oncology, in order to conduct
potential pivotal studies. We plan to have ten potentially registrational
trials running by the end of 2024. We will continue to pursue our active
business development and M&A strategy. The aim is to secure several
oncology product approvals by 2030 and to have a leading pipeline for
late-stage infectious diseases. With our strong financial position, our mar-
ket-leading COVID-19 vaccine and our expanding oncology and infectious
disease pipeline, we believe we are well positioned to execute our vision
of pioneering novel medicines against cancer, infectious diseases and
other serious diseases.
Research and Development Employees
As of December 31, 2023, the BioNTech Group employed 6,292 peo-
ple, 42.5% of whom worked in research and development. As of Decem-
ber 31, 2022, 38.1% of the Group’s 4,692 employees worked in research
and development. As of December 31, 2023, BioNTech SE employed
3,166 people (December 31, 2022: 2,304), 55.1% of whom worked in re-
search and development (December 31, 2022: 54.6%). The large num-
ber of employees in R&D will enable us to continue and accelerate basic
scientific research and, above all, clinical research, particularly for our
approval-relevant studies.
Production
In 2020 to 2022, to accommodate the production of the COVID-19 vac-
cine we not only expanded our internal production capacities, most nota-
bly by acquiring the plant in Marburg, which is now one of the world’s larg-
est mRNA production facilities with a production capacity of up to three
billion mRNA vaccine doses per year, but also built a global supply chain
and production network. We are working hard to build or lease the labora-
tories, production facilities and office space necessary for the Company’s
further expansion and are convinced that the best way for us to expand
our production capacities is to enlarge our existing internal production
facilities and build additional new in-house facilities rather than outsource
to external partners with the greater dependencies this would entail.
Since the beginning of 2023, a further manufacturing facility has been
in operation in Marburg, where we are manufacturing plasmids for our
clinical trials. Establishing our own plasmid DNA production enables us to
manufacture the starting materials for mRNA- and cell-based drugs more
flexibly and autonomously. In Mainz, the semi-automation of processes
under the iNEST (individualized neoantigen-specific immunotherapy)
program has resulted in the faster production of individualized mRNA
cancer vaccines for clinical use. The aim is to improve processes in order
to reduce turnaround times further.
We also plan to build our own fully integrated mRNA production sites in
Asia and Africa with capacity to produce several hundreds of millions of
doses of various mRNA-based vaccines. Our plans in Asia include con-
structing a fully integrated mRNA manufacturing facility in Singapore, with
the option of extending it to produce other drug classes, such as cell ther-
apies. The facility will be integrated into the Company’s global produc-
tion network and is an important building block for supplying the Asian
region with our COVID-19 vaccine and other future products in oncology
and infectious disease. Using a novel approach, we have also devel-
oped turnkey mRNA production facilities based on a container solution
called BioNTainer, which are designed to enable scalable mRNA vaccine
production. Several shipping containers for our first BioNTainer finished
construction in Europe, underwent quality checks, were prepared for
shipment and arrived in Kigali, Rwanda, in March 2023. The facility being
established there will become a node in a decentralized and robust end-
to-end manufacturing network in Africa. Vaccines to be manufactured in
Africa will be dedicated to people residing in member states of the African
Union. In addition, we announced in December 2023 that we also plan to
build a BioNTainer-based production facility in Victoria, Australia.
Our continually growing global manufacturing capacity and our global
COVID-19 vaccine supply chains and manufacturing network give us the
opportunity to provide people around the world with fast and easy access
to state-of-the-art medicines and therapies. In addition, the increasing
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digitalization and automation of business processes, supported by effec-
tive process management, creates opportunities for us to create addition-
al value and increase efficiency.
Commercialization
Last year, we continued our transformation into a globally operating, prof-
itable and fully integrated biotechnology company. The main focus in
2023 was on ensuring the best possible supply of our COVID-19 vaccine.
The financial resources gained in 2021, 2022 and 2023 have put us in a
good position to accelerate the expansion of our portfolio in the field of
oncology and to open up further therapeutic areas and sales markets. We
remain on track for assuming a leading role in the rapidly growing market
for immunotherapies in the coming years.
With the commercial team set up in 2020 and the establishment of two
sales companies in Germany and Turkey, we are creating the necessary
conditions to also be able to market future products on our own and thus
significantly reduce dependency on our partners. The expansion of com-
mercial capacity in preparation for product launches should be complet-
ed by the end of 2025 and allow us to achieve commercial readiness in
oncology in multiple countries.
We also continued with the expansion of our digital commercial ecosys-
tem to enable even better interaction with the Company’s stakeholders,
including a personalized customer journey, a sales performance program
and a smart learning platform. In the future, we will continue to make use
of opportunities to expand our own know-how to include promising com-
plementary technologies such as artificial intelligence (AI) and machine
learning (ML) and strengthen production capacities by making targeted
acquisitions and investments in other companies.
The acquisition of InstaDeep Ltd., headquartered in London, United King-
dom, will strengthen our pioneering position in the field of AI-powered
drug discovery, design and development. In this context, the increased at-
tention on our Company due to the successful development and produc-
tion of a COVID-19 vaccine as well as its commercialization also offers the
opportunity to enter into new partnerships with leading global companies,
foundations and academic research institutions for the development and
distribution of further products. In 2023, we forged a strategic partnership
with the UK government with the aim of providing personalized mRNA
cancer therapies for patients, either in clinical trials or as authorized treat-
ments. An R&D hub is being established in Cambridge for this purpose.
Last but not least, in December last year BioNTech signed a strategic
partnership agreement with the State of Victoria in Australia to strengthen
the mRNA ecosystem.
Team and Corporate Culture
Standing behind the great successes of the past three years are our now
more than 6,000 employees. In addition, we have a management team
consisting of renowned scientists, experienced entrepreneurs and the
biotechnology investors who support us.
In order to be able to continue our successful development, it is of great
importance for us to continue to attract the best minds to the Company
in the future. We owe our high profile worldwide to Project Lightspeed
and the rapid and successful development of the COVID-19 vaccine. This
improves our chances of attracting global talent to BioNTech.
Our corporate culture, which puts people first, and our inclusive and sup-
portive working environment speak for themselves: For example, our
BioNTech emotional well-being program led to the award of best-in-class
employer in the United States from the Gallagher Biotech Benefits Alli-
ance. In Germany, the Company was recognized in an independent rank-
ing as the best employer in Germany in the pharmaceutical and medical
technology sector. BioNTech’s commitment to talent does not end with
the Company’s own needs: By participating in programs such as the GIZ’s
“Africa is coming!” or the WHO’s “Tropical Disease Research”, BioNTech
is involved in capability-building initiatives that extend beyond the Compa-
ny. BioNTech sees maintaining and developing our corporate culture as a
cornerstone of our strategy to manage the expected future growth of our
organization. We have set up a Culture Campus, an independent depart-
ment that reports directly to CEO Ugur Sahin and CMO Özlem Türeci, to
bring together employees from a wide range of disciplines who join forces
to further develop the culture rooted in the founding team’s vision.
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FORECAST, OPPORTUNITY
AND RISK REPORT
CORPORATE GOVERNANCE
DECLARATION PURSUANT TO
SECTION 315D IN CONJUNCTION
WITH SECTION 289F HGB
REMUNERATION REPORT
NON-FINANCIAL REPORT
EVENTS AFTER THE
REPORTING PERIOD
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Embedding the success factors of our leadership and corporate culture
is the core task of cultural work at BioNTech – promoting cohesion, a pio-
neering spirit and a safe environment in which mistakes are accepted and
viewed as elements of a learning process.
There are many helping hands – the number of cultural ambassadors
has grown to more than 100 colleagues from all over the world in the last
two years. They are committed to promoting a sense of community and
developing the corporate culture through various initiatives, such as open
office hours, an internal networking hub (“Connect with Colleagues”)
and workshops. The success principles of our culture are systematically
reflected in our HR processes and offerings and in our communication –
from onboarding to company-wide buddy circles and leadership training.
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FORECAST, OPPORTUNITY
AND RISK REPORT
CORPORATE GOVERNANCE
DECLARATION PURSUANT TO
SECTION 315D IN CONJUNCTION
WITH SECTION 289F HGB
REMUNERATION REPORT
NON-FINANCIAL REPORT
EVENTS AFTER THE
REPORTING PERIOD
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
5 CORPORATE GOVERNANCE
DECLARATION PURSUANT TO
SECTION 315D IN CONJUNCTION
WITH SECTION 289F HGB
Code, is issued in connection with the Corporate Governance Declaration
pursuant to Section 315d in conjunction with Section 289f HGB:
BioNTech SE has complied and will continue to comply with all recom-
mendations of the Code as amended on April 28, 2022, with the exception
of the points listed below.
5.1 Declaration on the Corporate Governance Code
Pursuant to Section 161 AktG
The German Stock Corporation Act (AktG) requires that the Manage-
ment Board and Supervisory Board of German companies listed on a
stock exchange regulated and supervised by a state-recognized body
issue an annual declaration either (i) stating that the recommendations of
the German Corporate Governance Code, or “Code” have been complied
with or (ii) listing the recommendations with which the Company has not
complied and explaining the reasons for the deviation from the recommen-
dations of the Code (Declaration of Conformity). There is no obligation to
comply with the recommendations or suggestions of the Code. A listed
company in this sense is obliged to further indicate in this annual declara-
tion whether it intends to comply with the recommendations or to list the
recommendations it does not intend to comply with in the future. This state-
ment shall be made publicly available online.
If the company changes its policy with regard to certain recommenda-
tions between these annual statements, it must disclose this fact and ex-
plain the reasons for the deviation from the recommendations. Non-com-
pliance with the suggestions also contained in the Code in addition to the
recommendations does not have to be disclosed.
The Management Board and Supervisory Board have dealt in detail with
the recommendations of the Code and, on February 27, 2024, issued the
following Declaration of Conformity pursuant to Section 161 para. 1 of the
German Stock Corporation Act (AktG), which, in accordance with the
According to Item B.1 of the Code, the Supervisory Board shall take
diversity in account in the composition of the Management Board. On
March 8, 2023, the Supervisory Board of the Company set the target
for the proportion of women on the Management Board at 25%. The
deadline by which this target is to be achieved was set at December
31, 2025. James Ryan was appointed to the Management Board as
Chief Legal Officer effective as of September 1, 2023. The position of
Chief Legal Officer did not exist in the Company before this date. The
Supervisory Board considered the appointment of a representative of
the Company’s Legal department to the Management Board to be im-
portant in order to attain the Company’s strategic and economic objec-
tives. As Senior Vice President Legal & IP and General Counsel, James
Ryan had been head of the Legal department for many years and was
the most suitable candidate for this position due to his great expertise
and the trust placed in him by the Supervisory Board. The appointment
was made after careful consideration and discussion and, in the opin-
ion of the Supervisory Board, was in the best interests of the Company.
The Supervisory Board addresses the newly set diversity targets for
the Management Board and will take these into account in the future.
According to Item B.3 of the Code, the initial appointment of Man-
agement Board members shall be for a period of no more than three
years. In a departure from this, the Management Board member James
Ryan was appointed for a period of four years with effect from Sep-
tember 1, 2023. In view of James Ryan’s many years of experience in
the Company as Senior Vice President Legal & IP and General Coun-
sel as well as his professional qualifications, the Supervisory Board
considered an initial appointment for four years to be necessary and
appropriate. Furthermore, the Supervisory Board considered the initial
appointment for a four-year period to be in the best interests of the
Company, enabling the implementation of long-term strategic corpo-
rate goals and decisions.
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ECONOMIC REPORT
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OF BioNTech SE
FORECAST, OPPORTUNITY
AND RISK REPORT
CORPORATE GOVERNANCE
DECLARATION PURSUANT TO
SECTION 315D IN CONJUNCTION
WITH SECTION 289F HGB
REMUNERATION REPORT
NON-FINANCIAL REPORT
EVENTS AFTER THE
REPORTING PERIOD
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
According to Item C.7 of the Code, it is recommended that more
than half of the members of the Supervisory Board be independent of
the Company and its Management Board. Accordingly, a Supervisory
Board member is independent of the Company and its Management
Board if he or she has no personal or business relationship with the
Company or its Management Board that may cause a substantial –
and not merely temporary – conflict of interest. In assessing indepen-
dence, the length of service on the Supervisory Board is to be taken
into account, among other factors. Despite the fact that two of the six
members of the Supervisory Board have served on the Superviso-
ry Board for longer than the 12 years recommended by the Code, all
members of the Supervisory Board are considered independent. The
Supervisory Board considers it advantageous and essential for the
Company to retain the knowledge and experience currently available
on the Supervisory Board. This includes many years of knowledge of
the Company and its industry as well as comprehensive professional
knowledge in the areas of finance, economics, science and the capital
markets, which is particularly important in view of the current steady
global growth and transformation of the Company. The duration of the
membership of the two Supervisory Board members Helmut Jeggle
and Michael Motschmann does not conflict with their respective inde-
pendence due to their longstanding ties with the Company and their
economic independence from the Company as well as the absence of
other matters that could give rise to possible conflicts of interest (see
Item C.8 of the Code).
5.2 Composition and Working Practices of the Management
Board, Supervisory Board and Committees
We are a European public company with limited liability (Societas Euro-
paea or SE) (also referred to as European stock corporation, and in the
official terminology of the European legislation referred to as European
public limited liability company), having its seat in Germany. We have cho-
sen to have a two-tiered SE structure. Hence, our corporate bodies are
the Management Board (Vorstand), the Supervisory Board (Aufsichtsrat)
and the shareholders’ meeting (Hauptversammlung). Our Management
and Supervisory Boards are entirely separate, and, as a rule, no individual
may simultaneously be a member of both boards.
Our Management Board is responsible for the day-to-day management of
our business in accordance with applicable laws, our Articles of Associa-
tion (Satzung) and the Management Board’s internal rules of procedure
(Geschäftsordnung). Our Management Board represents us in our deal-
ings with third parties.
The principal function of our Supervisory Board is to supervise our Man-
agement Board. The Supervisory Board is also responsible for appointing
and removing the members of our Management Board, representing us in
connection with transactions between a current or former member of the
Management Board and us, and granting approvals for certain significant
matters.
Our Management Board and our Supervisory Board are solely respon-
sible for, and manage, their own areas of competency (Kompetenztren-
nung); therefore, neither board may make decisions that, pursuant to ap-
plicable law, our Articles of Association or the internal rules of procedure
are the responsibility of the other board. Members of both boards owe a
duty of loyalty and care to us. In carrying out their duties, they are required
to exercise the standard of care of a prudent and diligent businessperson.
If they fail to observe the appropriate standard of care, they may become
liable to us.
In carrying out their duties, the members of both boards must take into ac-
count a broad range of considerations when making decisions, including
the interests of our shareholders, employees, creditors and, to a limited
extent, the general public, while respecting the rights of our shareholders
to be treated on equal terms. Additionally, the Management Board is re-
sponsible for implementing an appropriate and effective internal control
system and risk management system.
Our Supervisory Board has comprehensive monitoring responsibilities.
To ensure that our Supervisory Board can carry out these functions prop-
erly, our Management Board must, among other duties, regularly report
to our Supervisory Board regarding our current business operations and
future business planning (including financial, investment and personnel
planning). In addition, our Supervisory Board or any of its members is enti-
tled to request special reports from the Management Board on all matters
regarding the Company, our legal and business relations with affiliated
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FORECAST, OPPORTUNITY
AND RISK REPORT
CORPORATE GOVERNANCE
DECLARATION PURSUANT TO
SECTION 315D IN CONJUNCTION
WITH SECTION 289F HGB
REMUNERATION REPORT
NON-FINANCIAL REPORT
EVENTS AFTER THE
REPORTING PERIOD
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
companies and any business transactions and matters at such affiliated
companies that may have a significant impact on our position at any time.
Under German law, our shareholders have, as a general rule, no direct
recourse against the members of our Management Board or the mem-
bers of our Supervisory Board in the event that they are believed to have
breached their duty of loyalty and care to us. Apart from when we are
unable to fulfill our third-party obligations, tortious conduct to board mem-
bers or other special circumstances, only we have the right to claim dam-
ages against the members of our two boards.
We may waive these claims to damages or settle these claims only if at
least three years have passed since a claim associated with any violation
of a duty has arisen and only if our shareholders approve the waiver or
settlement at a shareholders’ meeting with a simple majority of the votes
cast, provided that no shareholders who in the aggregate hold one-tenth
or more of our share capital oppose the waiver or settlement and have
their opposition formally recorded in the meeting’s minutes.
5.2.1 Supervisory Board
German law requires that the Supervisory Board consists of at least three
members, while a company’s articles of association may stipulate a cer-
tain higher number. Our Supervisory Board consists of six members as
of December 31, 2023. As we are not subject to co-determination, the
members of our Supervisory Board are all elected by the shareholders’
meeting in accordance with the provisions of the SE Regulation and the
German Stock Corporation Act (Aktiengesetz).
The following table sets forth the names and functions of the current
members of our Supervisory Board, their ages as of December 31, 2023,
their terms (which expire on the date of the relevant year’s general share-
holders’ meeting) and their principal occupations and other relevant Su-
pervisory Board mandates outside of our Company:
Name (function)
Age
Term
expires
Principal occupation
(other relevant mandates)
Helmut Jeggle
(Chair of the
Supervisory Board)
53
2026
Ulrich Wandschneider,
Ph.D. (Deputy Chair of
the Supervisory Board)
62
2027
Baroness
Nicola Blackwood(1)
44
2027
Prof.
Christoph Huber, M.D. (2)
79
2023
Prof.
Anja Morawietz, Ph.D.
46
2026
Michael Motschmann
66
2027
Prof.
Rudolf Staudigl, Ph.D.
69
2026
Managing partner and entrepreneurial
venture capital investor of Salvia GmbH
(Supervisory Board member 4SC AG,
AiCuris AG, APK AG and Tonies SE)
Managing director of beebusy
capital GmbH and independent
consultant to companies in the life
science and healthcare sector
Managing Director and Chair of Oxford
University Innovations Limited (Equity
Partner, ReCode Health Ventures LLC,
Trustee and Director of the Alan Turing
Institute, Chair of the Advisory Board of
Genomics England Limited)
Professor emeritus at the Johannes
Gutenberg University Mainz (Deputy
Chair of the Supervisory Board Tirol
Kliniken GmbH)
Certified Public Accountant and
Management Consultant, Professor
of External Accounting and General
Business Administration at the
Nuremberg University of Applied
Sciences Georg Simon Ohm
Member of the Management Board
and head of equity investments of MIG
Capital AG (Supervisory Board
member AFFiRiS AG, APK AG,
HMW-Emissionshaus AG and
HMW-Innovations AG)
Independent consultant (Member of
the Supervisory Board of TÜV Süd
Aktiengesellschaft, member of the
Supervisory Board of Groz-Beckert KG
(Deputy Chair))
(1) Appointed effective as of May 25, 2023.
(2) Member of the Supervisory Board until May 25, 2023
The business address of the members of the Supervisory Board is the busi-
ness address of BioNTech: An der Goldgrube 12, 55131 Mainz, Germany.
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OF BioNTech SE
FORECAST, OPPORTUNITY
AND RISK REPORT
CORPORATE GOVERNANCE
DECLARATION PURSUANT TO
SECTION 315D IN CONJUNCTION
WITH SECTION 289F HGB
REMUNERATION REPORT
NON-FINANCIAL REPORT
EVENTS AFTER THE
REPORTING PERIOD
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
The competence profile of the members of the Supervisory Board is as
follows as of December 31, 2023:
Qualification/name (function)
(Biotech) industry experience
(Biotech) industry sales and marketing
Management
Innovation, research and development
Accounting, auditing and controlling
(including sustainability reporting)
Compliance, internal controls and risk
management
Human resources
Digitalization
International experience/relevant markets
CSR/sustainability
Elected to the Supervisory Board of the
Company for the first time
End of term
Independence
Year of birth
Gender
Helmut Jeggle
(Chair of the
Supervisory
Board)
Ulrich
Wandschneider,
Ph.D. (Deputy Chair
of the Supervisory
Board)
Baroness
Nicola Blackwood
Prof.
Anja Morawietz,
Ph.D.
Michael
Motschmann
Prof.
Rudolf Staudigl,
Ph.D.
x
x
x
x
x
2008
2026
x
1970
m
x
x
x
x
x
x
x
x
x
x
2018
2027
x
1961
m
x
x
x
x
x
x
2023
2027
x
1979
f
x
x
x
x
x
x
2008
2027
x
1957
m
x
x
x
x
x
x
x
2022
2026
x
1954
m
x
x
x
x
x
2022
2026
x
1977
f
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GENERAL INFORMATION
ECONOMIC REPORT
MANAGEMENT REPORT
OF BioNTech SE
FORECAST, OPPORTUNITY
AND RISK REPORT
CORPORATE GOVERNANCE
DECLARATION PURSUANT TO
SECTION 315D IN CONJUNCTION
WITH SECTION 289F HGB
REMUNERATION REPORT
NON-FINANCIAL REPORT
EVENTS AFTER THE
REPORTING PERIOD
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
German law does not require the majority of our Supervisory Board mem-
bers to be independent and neither our Articles of Association (Satzung)
nor the rules of procedure for our Supervisory Board provide otherwise.
As per our Supervisory Board’s assessment, an appropriate number
of shareholder representatives on the Supervisory Board (i.e. the en-
tire Supervisory Board) are independent if the Supervisory Board has
two independent members. In addition to Ulrich Wandschneider, Nicola
Blackwood, Anja Morawietz and Rudolf Staudigl, the Supervisory Board
considers Helmut Jeggle and Michael Motschmann to be independent
irrespective of the fact that they will soon have been members of the
Supervisory Board for a period of more than 15 years. As stated in the dec-
laration to the German Corporate Governance Code, or the Corporate
Governance Code, (Entsprechenserklärung) published by the Company
on February 27, 2024 pursuant to Section 161 para. 1 of the German Stock
Corporation Act (Aktiengesetz), which in accordance with the Corporate
Governance Code is issued in connection with the Declaration pursuant
to Section 315d in conjunction with Section 289f of the German Commer-
cial Code (HGB), the length of membership of the two named Supervisory
Board members does not stand in the way of their independence. How-
ever, the rules of procedure for our Supervisory Board provide that the
Supervisory Board should have an independent member with expertise
in the field of accounting, internal control processes and auditing. Ulrich
Wandschneider, Anja Morawietz, Michael Motschmann and Rudolf Stau-
digl fulfill this role.
Under European law, a member of a supervisory board of an SE may be
elected for a maximum term to be specified in the articles of associa-
tion, which must not exceed six years. Re-election, including repeated
re-election, is permissible. The shareholders’ meeting may specify a term
of office for individual members or all of the members of our Supervisory
Board which is shorter than the standard term of office and, subject to
statutory limits, may set different start and end dates for the terms of
members of our Supervisory Board. Our Articles of Association provide
for a term of approximately five years, depending on the date of the annual
general shareholders’ meeting in the year in which the term of the relevant
member is to expire.
The shareholders’ meeting may, at the same time as it elects the members
of the Supervisory Board, elect one or more substitute members. The
substitute members replace members who cease to be members of our
Supervisory Board and take their place for the remainder of their respec-
tive terms of office. Currently, no substitute members have been elected
or have been proposed to be elected.
Members of our Supervisory Board may be dismissed at any time during
their term of office by a resolution of the shareholders’ meeting adopted
by at least a simple majority of the votes cast. In addition, any member of
our Supervisory Board may resign at any time by giving one month’s writ-
ten notice – or, in the event of cause, giving written notice with immediate
effect – of his or her resignation to the Management Board.
Our Supervisory Board elects a chairperson and a deputy chairperson
from its members. The deputy chairperson exercises the chairperson’s
rights and obligations whenever the chairperson is unable to do so. The
members of our Supervisory Board have elected Helmut Jeggle as chair-
person and Ulrich Wandschneider as deputy chairperson, each for the
term of their respective membership on our Supervisory Board.
The Supervisory Board meets at least twice each calendar half-year. Our
Articles of Association provide that a quorum of the Supervisory Board
members is present if at least three of its members participate in the vote.
Members of our Supervisory Board are deemed present if they attend the
meeting via telephone or other (electronic) means of communication (in-
cluding via video conference) or submit their written vote through another
member. Additionally, our Articles of Association allow for resolutions to
be taken via telephone or other (electronic) means of communications
(including via video conference).
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FORECAST, OPPORTUNITY
AND RISK REPORT
CORPORATE GOVERNANCE
DECLARATION PURSUANT TO
SECTION 315D IN CONJUNCTION
WITH SECTION 289F HGB
REMUNERATION REPORT
NON-FINANCIAL REPORT
EVENTS AFTER THE
REPORTING PERIOD
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Resolutions of our Supervisory Board are passed by the vote of a simple
majority of the votes cast unless otherwise required by law, our Articles
of Association or the rules of procedure of our Supervisory Board. In the
event of a tie, the chairperson of the Supervisory Board has the casting
vote. Our Supervisory Board is not permitted to make management deci-
sions, but in accordance with European and German law and in addition to
its statutory responsibilities, it has determined that certain matters require
its prior consent, including:
entering into certain large transactions;
creating or holding any interest in businesses (except wholly owned
subsidiaries) or disposing of shares in businesses (except for a sale of
JPT);
issuing shares from authorized capital, unless the shares are issued
pursuant to a redemption of stock appreciation rights; and
acquiring treasury shares in return for valuable consideration.
The remuneration of the members of the Supervisory Board is described
in the remuneration report, which is prepared for the 2023 financial year
in accordance with the requirements of Section 162 AktG and published
on the website.
Each member of the Supervisory Board shall disclose any conflicts of
interest to the Supervisory Board, especially those that may arise from
providing advice or holding any offices or board positions at customers,
suppliers, creditors or other third parties. Material conflicts of interest that
are not merely temporary and that are specific to a particular Supervisory
Board member shall result in this particular member leaving office. Our
Supervisory Board also puts in place adequate measures to limit, prevent
or resolve conflicts of interest in accordance with applicable legal require-
ments and the Company’s Conflicts of Interest Policy.
Our Supervisory Board conducted a self-assessment for the year ended
December 31, 2023 by completing a written questionnaire. It covered all
key aspects of the Supervisory Board’s work, including its committees,
its composition, its competence profile, its main topics and its relationship
with the Management Board. The results of the self-assessment have
been evaluated and will be presented to the Supervisory Board to serve
as a basis for discussion on current challenges and suggestions for im-
provement. Based on the evaluation of the self-assessment to date, the
Supervisory Board, its committees and the Management Board continue
to operate at a professional and cooperative level. No fundamental need
for change was identified.
Supervisory Board Practices
Decisions are generally made by our Supervisory Board as a whole, how-
ever decisions on certain matters may be delegated to committees of our
Supervisory Board to the extent permitted by law. The chairperson, or if
he or she is prevented from doing so, the deputy chairperson, chairs the
meetings of the Supervisory Board and determines the order in which
the agenda items are discussed, the method and order of voting, as well
as any adjournment of the discussion and passing of resolutions on indi-
vidual agenda items after a due assessment of the circumstances. Our
Supervisory Board may designate further types of actions as requiring its
approval.
In addition, each member of the Supervisory Board is obliged to carry
out his or her duties and responsibilities personally, and such duties and
responsibilities cannot be generally and permanently delegated to third
parties. However, the Supervisory Board and its committees have the
right to appoint independent experts for the review and analysis of spe-
cific circumstances in accordance with its control and supervision duties
under applicable European and German law. We would bear the costs of
any such independent experts that are retained by the Supervisory Board
or any of its committees.
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ECONOMIC REPORT
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OF BioNTech SE
FORECAST, OPPORTUNITY
AND RISK REPORT
CORPORATE GOVERNANCE
DECLARATION PURSUANT TO
SECTION 315D IN CONJUNCTION
WITH SECTION 289F HGB
REMUNERATION REPORT
NON-FINANCIAL REPORT
EVENTS AFTER THE
REPORTING PERIOD
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Pursuant to Section 107 para. 3 of the German Stock Corporation Act
(Aktiengesetz), the Supervisory Board may form committees from among
its members and charge them with the performance of specific tasks. The
committees’ tasks, authorizations and processes are determined by the
Supervisory Board. Where permissible by law, important powers of the
Supervisory Board may also be transferred to committees.
The Supervisory Board has established an Audit Committee, a Compen-
sation, Nominating, Corporate Governance Committee and a Capital
Markets and Product Committee by resolution. The Product Committee
was established as of October 1, 2023. Set forth in the table below are the
members of the respective committees during the year ended December
31, 2023.
Name of Committee
Members
Audit Committee
Prof. Anja Morawietz, Ph.D. (Chair),
Prof. Rudolf Staudigl, Ph.D. and
Ulrich Wandschneider, Ph.D.
Compensation, Nominating and
Corporate Governance Committee
Prof. Rudolf Staudigl, Ph.D. (Chair),
Baroness Nicola Blackwood (since May 25, 2023),
Prof. Christoph Huber, M.D. (until May 25, 2023)
and Michael Motschmann
Capital Markets Committee
Helmut Jeggle (Chair),
Prof. Anja Morawietz, Ph.D. and Michael Motschmann
Product Committee
(est. October 1, 2023)
Ulrich Wandschneider, Ph.D. (Chair),
Baroness Nicola Blackwood and Helmut Jeggle
Audit Committee
Our Audit Committee for the year ended December 31, 2023, consisted
of Anja Morawietz (Chair), Rudolf Staudigl and Ulrich Wandschneider.
The Audit Committee assists the Supervisory Board in overseeing the
accuracy and integrity of our financial statements, our accounting and
financial reporting processes and audits of our financial statements, the
effective functioning of our internal control system, our risk management
system, our compliance with legal and regulatory requirements, our inde-
pendent auditor’s qualifications and independence, the performance of
the independent auditor and the effective functioning of our internal audit
functions, and, subject to certain limitations, adopts and implements perti-
nent decisions on behalf of the Supervisory Board. The Audit Committee’s
duties and responsibilities to carry out its purpose, include, among others:
making a recommendation to the Supervisory Board with respect to
the proposal for the appointment of the auditors;
considering the commissioning of the audit engagement, as well as
the compensation, retention and oversight of the independent auditor;
evaluating the qualifications, independence and quality of perfor-
mance of the independent auditor;
reviewing and pre-approving the audit and non-audit services to be
performed by the independent auditor;
reviewing and discussing with the independent auditor and manage-
ment the annual audit plan, as well as critical accounting policies and
practices to be used;
discussing and determining additional areas of audit focus, as ap-
propriate;
reviewing and discussing with the independent auditor and man-
agement the adequacy and effectiveness of our internal accounting
controls and critical accounting policies;
reviewing and discussing with the independent auditor and manage-
ment the results of our annual audit;
discussing and reviewing the sustainability report;
reviewing the effectiveness of the compliance management system;
reviewing and discussing with the independent auditor and manage-
ment any quarterly or annual earnings announcements;
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WITH SECTION 289F HGB
REMUNERATION REPORT
NON-FINANCIAL REPORT
EVENTS AFTER THE
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3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
reviewing any related party transactions and reviewing and moni-
toring potential conflict of interest situations on an ongoing basis for
compliance with our policies and procedures; and
overseeing procedures for the receipt, retention and treatment of
complaints received regarding accounting, internal accounting con-
trols or auditing matters.
Within the limits of applicable European and German law, the Audit Com-
mittee shall have the resources and authority appropriate to discharge
its duties and responsibilities, including the authority to select, retain,
terminate, and approve the fees and other engagement terms of spe-
cial or independent counsel, accountants or other experts and advisors,
as it deems necessary or appropriate for so discharging its duties and
responsibilities, without seeking approval of the Management Board or
Supervisory Board.
In addition, all members have the special knowledge and experience re-
quired by the German Corporate Governance Code in the field of ac-
counting and expertise in the field of auditing. This includes in particular
knowledge and experience in applying accounting principles and internal
control and risk management systems and specific knowledge and expe-
rience in financial statement audits. Furthermore, Ulrich Wandschneider
and Anja Morawietz have knowledge in sustainability reporting and in
auditing such reports.
Compensation, Nominating and Corporate Governance Committee
Our Compensation, Nominating and Corporate Governance Commit-
tee for the year ended December 31, 2023 consisted of Rudolf Staudigl
(Chair), Nicola Blackwood (since May 25, 2023), Christoph Huber (until
May 25, 2023) and Michael Motschmann. The Compensation, Nominat-
ing and Corporate Governance Committee’s duties and responsibilities to
carry out its purpose include, among others:
preparing and discussing with management policies relating to the
remuneration of the members of our Management Board;
reviewing and supervising corporate goals and objectives for the
remuneration of the members of the Management Board, including
evaluation of the performance of the members of the Management
Board in light of these goals and proposals to the Supervisory Board
for remuneration based on such evaluations;
reviewing all equity-based compensation plans and arrangements
and making recommendations to the Supervisory Board regarding
such plans;
assisting with identifying and recruiting candidates to fill positions on
the Management Board and the Supervisory Board;
considering any corporate governance issue that arises and devel-
oping appropriate recommendations for the Supervisory Board; and
overseeing the evaluation of the Supervisory Board and reporting on
its performance and effectiveness.
Capital Markets Committee
Our Capital Markets Committee for the year ended December 31, 2023
consisted of Helmut Jeggle (Chair) and Michael Motschmann. The Cap-
ital Markets Committee advises and makes recommendations to the
Supervisory Board on issues in connection with capital measures and
takeover, merger and acquisition activities. Its responsibilities include the
following tasks:
overseeing the activities of the Company relating to its capital struc-
ture and capital raising, including preparation for and implementation
of public offerings and share issuances; and
overseeing the activities of the Company relating to takeovers,
mergers and acquisitions activities.
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EVENTS AFTER THE
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3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Product Committee
Our Product Committee was established as of October 1, 2023 and con-
sisted of Ulrich Wandschneider (Chair), Nicola Blackwood and Helmut
Jeggle in the year ended December 31, 2023. The Product Committee
advises and makes recommendations to the Supervisory Board with
respect to our strategy and investment in research and development pro-
grams and product launch preparations including commercialization. Its
responsibilities include the following tasks:
5.2.2 Management Board
Our Supervisory Board determines the exact number of members of our
Management Board, which must consist of at least two members. Pursu-
ant to the Articles, the Supervisory Board may also appoint a chairperson
or a spokesman of the Management Board. Ugur Sahin has been appoint-
ed the chair of the Management Board.
advising on strategy, execution and communication regarding rele-
vant go-to-market efforts;
overseeing the activities relating to a) product development,
b) launch plans and c) their execution; and
Name
Prof. Ugur Sahin,
M.D.
Term
expires
2026
Age
58
advising on market potential for products in clinical development.
Jens Holstein
60
2025
Sean Marett(1)
59
2024
Sierk Poetting,
Ph.D.
51
2026
Ryan Richardson
44
2026
James Ryan,
Ph.D.(2)
48
2027
Prof. Özlem Türeci,
M.D.
57
2025
Position
(main responsibilities)
Chief Executive Officer (Research and
Development, Scientific Collaborations,
Patent Filings, Quality Assurance and
Project Management)
Chief Financial Officer (Finance,
Human Resources, Risk Management
and Purchasing)
Chief Business Officer and Chief
Commercial Officer (Marketing
and Sales)
Chief Operating Officer (Production,
IT, Laboratories and Infrastructure,
Sustainability and Internal
Communications)
Chief Strategy Officer (Corporate
Strategy, Capital Market Responsibility
and Investor Relations)
Chief Legal Officer (Legal, Business
Development, Alliance Management
and Intellectual Property)
Chief Medical Officer (Clinical
Development, Regulatory and
Medical Affairs)
(1) Sean Marett will retire as planned from the Management Board of BioNTech as of June 30, 2024.
He will continue as a specialist advisor to the Company at least until the end of the year 2024.
(2) Appointed effective as of September 1, 2023.
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3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
The members of our Management Board are appointed by our Superviso-
ry Board for a term of up to five years. They are eligible for reappointment
or extension, including repeated reappointment and extension, after the
completion of their term in office, in each case again for up to an additional
five years. Under certain circumstances, such as a serious breach of duty
or a vote of no confidence by the shareholders in a shareholders’ meeting,
a member of the Management Board may be removed from office by our
Supervisory Board prior to the expiration of his or her term.
The members of our Management Board conduct the daily business of
the Company in accordance with applicable laws, our Articles of Associa-
tion and the rules of procedure for the Management Board adopted by our
Supervisory Board. They are generally responsible for the management
of our Company and for handling our daily business relations with third
parties, the internal organization of our business and communications
with our shareholders.
A member of the management board of an SE governed by German law
may not deal with or vote on matters relating to proposals, arrangements
or contractual agreements between himself or herself and the Compa-
ny, and a member of our Management Board may be liable to us if he or
she has a material interest in any contractual agreement between the
Company and a third party which is not disclosed to and approved by our
Supervisory Board.
The rules of procedure for our Management Board provide that certain
matters require a resolution of the entire Management Board, in addition
to transactions for which a resolution adopted by the entire Management
Board is required by law or required by our Articles of Association. In par-
ticular, the entire Management Board shall decide on, among others:
the budget plan for the following year, which is to be presented by
the Management Board to the Supervisory Board by December 20 of
each year;
reporting to the Supervisory Board;
all measures and transactions that require the Supervisory Board’s
approval;
all measures and transactions relating to a business area that is of
extraordinary importance or involves an extraordinary economic risk;
establishing new lines of business or discontinuing existing ones;
acquisitions or sales of interests or holdings; and
certain material transactions.
The remuneration of the members of the Management Board is described
in the remuneration report, which is prepared for the 2023 financial year
in accordance with the requirements of Section 162 AktG and published
on the website.
5.3 Objectives for the Composition of the Management
Board Pursuant to Section 76 para. 4 AktG and of the
Supervisory Board Pursuant to Section 111 para. 5 AktG
and Diversity Policy
Our social aspirations in our core business are complemented by good
corporate governance. In this context, the staffing of the Management
Board and Supervisory Board as well as long-term succession planning
must be appropriately adapted to the needs of the Company. In addition
to the professional and personal qualifications of the members of the
Management Board and the Supervisory Board, we take diversity and the
appropriate participation of women into account in the composition of
both bodies. Furthermore, we pay attention to a balanced age structure to
ensure long-term succession planning and have set the maximum age of
Management Board members at 70 years and Supervisory Board mem-
bers at 80 years. The Management Board and the Supervisory Board are
of the opinion that the current composition takes full account of the objec-
tives thus defined for the composition of these bodies.
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REMUNERATION REPORT
NON-FINANCIAL REPORT
EVENTS AFTER THE
REPORTING PERIOD
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
On March 8, 2023, the Supervisory Board set the target for the propor-
tion of women on the Management Board at 25% and on the Supervisory
Board at 25% in accordance with Section 111 para. 5 AktG. The deadline
by which this target is to be achieved was set at December 31, 2025. In ad-
dition, the Supervisory Board has developed a competence profile for the
entire Board. The competence profile takes into account the following ar-
eas: general (biotech) industry experience, experience in sales and mar-
keting, management, innovation, research and development, accounting,
auditing and controlling (including sustainability reporting), compliance,
internal control and risk management, human resources, digitalization,
international experience/relevant markets and CSR/sustainability. When
making appointments to the entire Board, the Supervisory Board always
strives to fill out this competence profile.
Özlem Türeci holds the position of Chief Medical Officer on our Manage-
ment Board, which was expanded to include James Ryan as of Septem-
ber 1, 2023 and currently has seven members. This reduced the current
female quota of the Management Board to 14%. Nevertheless, diversity
on the Management Board is a key topic and will be the center of efforts to
meet the targets by December 31, 2025.
Nicola Blackwood has been a member of our Supervisory Board since
2023, which currently consists of six members. The current percentage
of women on the Supervisory Board is therefore 33%, which means that
the target of 25% was reached for the first time in the 2023 financial year.
In accordance with Section 76 para. 4 AktG, the Management Board also
decided on March 8, 2023 on the target number of women in manage-
ment positions. The share of women in members of the top management
level below the Management Board and the second highest management
level below the Management Board is to be at least 30% in each case. The
deadline by which this target is to be achieved at both management levels
was set at December 31, 2025.
As of December 31, 2023, a total of 37% (previous year: 38%) of the mem-
bers of the top management level below the BioNTech Management Board
are women. At the second highest management level below the Manage-
ment Board, 46% (previous year: 40%) of the positions at BioNTech are
held by women as of December 31, 2023. The targets were therefore
achieved in both the 2023 and the 2022 financial years.
5.4 Integrity and Ethics
Compliance & Business Ethics
BioNTech has implemented a comprehensive compliance and ethics
program consisting of three common compliance program elements:
Prevent – Detect – Respond.
Prevent
Policies and processes: All employees are actively informed about rele-
vant policies and guidelines. Clearly defined processes help to prevent
business practices that do not conform to regulations or the Company’s
values.
Training and communication: BioNTech’s ethics and compliance rules
are conveyed through regular training and practical supplementary ma-
terials. The training program comprises both in-person and online train-
ing sessions.
Detect
Early detection of compliance risks: In view of BioNTech’s rapid growth,
the compliance program provides for various measures to ensure that
potential new compliance risks are identified on a timely basis.
Integrated controls: BioNTech’s compliance program comprises controls
that are embedded in the relevant business processes.
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3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Whistleblower program: The contact point for ethics protection enables
the anonymous reporting of misconduct of any kind. Reports can be
made online or in person.
Respond
Internal investigations: As soon as a report of possible misconduct is
received, a systematic review is carried out to determine whether further
investigation is necessary. All investigations are subject to a process that
ensures a professional, objective and confidential approach.
Disciplinary actions and optimizations: Based on the results of investi-
gations, audits and risk assessments, the Compliance & Business Ethics
department makes recommendations for disciplinary actions and opti-
mizations. Disciplinary actions address personal responsibilities, while
optimizations are aimed at improving structural and procedural aspects.
Continuous feedback: The Compliance & Business Ethics department
systematically collects feedback from the organization in order to adapt
the compliance program to the Company’s requirements.
Digital Compliance Platform
The measures listed above are supported by a digital platform known as
the BioNTech Best Practices Hub (BxP Hub). The BxP Hub offers a wide
range of functions that support the introduction of policies, training and
monitoring activities. Using various modules, the BxP Hub captures inter-
actions on various compliance topics, such as transfers of value to/from
healthcare industry representatives, dinner invitations, business gifts, as
well as potential conflicts of interest and any violations or concerns re-
ported through BioNTech’s reporting channels.
Code of Business Conduct & Ethics
The Code of Business Conduct & Ethics applies to all members of the
Supervisory Board, members of the Management Board, managing direc-
tors of the group companies and employees of BioNTech and is available
online at www.biontech.de. It is considered to be the fundamental basis for
conduct when performing activities for/on behalf of BioNTech. It provides
an overview of the general requirements that reflect compliance with
laws, regulations and BioNTech internal policies. It covers, among other
topics, human rights, anti-discrimination, patient safety, data protection,
occupational safety, anti-corruption and fair competition. The Code is
communicated to all BioNTech employees and all employees are required
to sign that they understand and will comply. If an employee violates the
Code of Business Conduct & Ethics, this may result in a number of dis-
ciplinary consequences, up to and including termination of employment.
Progress in 2023
In 2023, the BioNTech compliance program evolved and made significant
progress in terms of team size, specialization and content:
General
The compliance program was refined and continued to be rolled out at
various locations around the world. Particular attention was paid to the
United States, where a full-time compliance employee has started to tailor
the program to local requirements. In addition, a compliance champions
program was launched, with local contact persons for compliance issues
being appointed. The contact persons are local multipliers of the compli-
ance principles and serve as the first point of contact for questions and
local requirements.
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EVENTS AFTER THE
REPORTING PERIOD
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Policy Governance
The Global Policy Governance Framework is owned by the Compliance
& Business Ethics department and defines the central process for the
development, approval and implementation of global and local corporate
policies and guidelines. In 2023, 12 new policies and guidelines were
introduced.
Whistleblowing & Speak-Up Program
The German Whistleblower Protection Act, which came into force on
July 2, 2023, sets out a wide range of legal requirements for whistleblower
systems and the handling of tip-offs. Thanks to the Company’s existing
whistleblowing system and speak-up policy, the processes were already
largely in line with the new law, and only minor adjustments had to be
made.
Transparency Requirements
BioNTech complies with all legal requirements in the respective jurisdic-
tions with regard to its donations or other transfers of value in the context
of its interactions with healthcare professionals and patient organizations.
All the necessary information has been published on the website. In ad-
dition, in Germany BioNTech has joined the vfa (Verband Forschender
Arzneimittelhersteller: Association of Research-Based Pharmaceuticals
Companies) and voluntarily endorsed the FSA Code (Freiwillige Selbst-
kontrolle für die Arzneimittelindustrie e.V.) and corresponding publica-
tions in 2022.
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The remuneration report for the 2023 financial year is prepared in accor-
dance with the requirements of Section 162 AktG and published on the
website at www.biontech.de.
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5 FURTHER INFORMATION
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5 FURTHER INFORMATION
7 NON-FINANCIAL REPORT
Since our founding, we have focused on our vision and mission of im-
proving the health of people worldwide, harnessing the full potential of
the immune system to develop drugs to fight diseases with high or unmet
medical need.
We support the United Nations Sustainable Development Goals (SDGs).
Our research and development work makes an important contribution
to the United Nations’ third Sustainable Development Goal (SDG 3): To
ensure healthy lives and promote well-being at all ages. Target 3.3 (com-
municable diseases) and Target 3.B (vaccines and medicines) are of par-
ticular significance for us. This is in line with our core commitment to glob-
al social responsibility. At the heart of our business practices is the goal
of ensuring that people around the globe benefit from our research and
innovations. As part of this effort, we continue to focus on urgent medical
needs and fair and equitable access to new medicines.
Climate Strategy
We see climate protection as a core element of our commitment to sus-
tainability. If humanity does not succeed in limiting global warming to 1.5
°C compared to pre-industrial levels, severe consequences for people
and nature all over the world are to be expected. We therefore support the
global agreement on climate change, or Paris Agreement adopted at the
21st United Nations Climate Change Conference, or COP 21 at the end of
2015 and the UN’s 13th Sustainable Development Goal (SDG 13) to take
immediate action to address the climate crisis and its impacts.
BioNTech is addressing the climate crisis by minimizing the impact of our
business activities and reducing greenhouse gas (GHG) emissions in
operations and throughout the value chain. Based on the requirements of
the Science Based Targets Initiative (SBTi) and after consultation with the
Supervisory Board, the Management Board set binding emission reduc-
tion targets during the first quarter of 2022. For the Company’s scope 1
and 2 GHG emissions, a target absolute reduction of 42% by 2030 (target
amount: 1.9 kt CO₂e) compared to a 2021 baseline (3.2 kt CO₂e) was set.
A supplier engagement target was adopted for scope 3 greenhouse gas
emissions and further specified in the course of 2023 in accordance with
the requirements of the SBTi: BioNTech has committed to having 72% of
its suppliers by emissions, which comprise purchased goods and ser-
vices, capital goods and upstream transportation and distribution, to have
set science-based SBTi targets by 2027.
The Company’s near-term and science-based emissions reduction tar-
gets for scopes 1, 2 and 3 were validated by the Science Based Targets
Initiative in January 2024. This validation confirms that BioNTech’s scope
1 and scope 2 climate targets are ambitious and in line with the United
Nations Paris Climate Agreement, which aims to limit global warming to 1.5
degrees Celsius above pre-industrial levels.
In order to achieve these climate goals, in 2023 BioNTech started to inte-
grate the targets for reducing its GHG emissions in its growth and invest-
ment planning, supply chain management and day-to-day operations. In
September 2022, the Energy & Sustainability Projects (ESP) department
was established for this purpose under the umbrella of the BioNTech Site
Service unit (BSS). The new department now has six employees and its
brief includes operationalizing the decarbonization goals in scopes 1 and
2. In 2023, BioNTech’s Management Board also approved a multi-year
budget to provide the ESP department with additional financial scope
for decarbonization activities. The budget will be used for targeted mod-
ernization measures as part of the decarbonization roadmap. As an agile
instrument, it supplements the decarbonization measures planned and
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5 FURTHER INFORMATION
budgeted in property conversion projects. For new buildings, the topic
of carbon emissions was added to the budget process with a view to
achieving the sustainability targets and complying with sustainability re-
quirements. At the same time, we continued our efforts to reduce scope 3
emissions in our supply chain in order to achieve our supplier engagement
target. To this end, discussions with the key suppliers commenced in
2023 to agree on memoranda of understanding declaring these suppli-
ers’ intention to set science-based emissions reduction targets in accor-
dance with the SBTi. In addition, the Code of Conduct for Suppliers was
revised in 2023 and now contains specific climate protection require-
ments for suppliers.
We are aware of the effects of the climate crisis on our business and incor-
porate this risk outlook into our holistic climate strategy. For this purpose,
in the 2022 financial year, we analyzed and identified climate-related risks
based on the recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD). The TCFD was founded in 2015 by the
Financial Stability Board and has developed recommendations on how
to mitigate the risks of climate change and make use of the opportunities
presented. In 2022, we conducted a qualitative and quantitative scenario
analysis covering our entire value chain and focusing on both transition
risks and physical risks. We have started to integrate the insights from
the analysis into our risk management and our processes. Following the
acquisition of InstaDeep in 2023, the 2022 analysis was supplemented by
assessments of climate-related risks at the InstaDeep locations.
Human Rights Obligations
Motivated by the Guiding Principles on Business and Human Rights ad-
opted by the United Nations in 2011 (UN Guiding Principles), many national
action plans (NAP) for human rights due diligence in business have been
developed worldwide. The German federal government adopted the Ger-
man NAP in 2016. This was followed by the German Act on Corporate Due
Diligence for the Prevention of Human Rights Violations in Supply Chains, or
the German Supply Chain Act (LkSG), which came into force on January 1,
2023. BioNTech is monitoring the fast-moving regulatory developments
on the topic of human rights in all countries in which the Company and
strategic suppliers operate.
BioNTech first pledged its commitment to the basic principles of human
rights in 2016 on the basis of the Universal Declaration of Human Rights
and the fundamental principles of the International Labour Organization
(ILO). In a new edition of the 2020 Code of Business Conduct & Ethics,
the Company has pledged its commitment to the Universal Declaration of
Human Rights, the fundamental principles of the ILO, the Guiding Princi-
ples of the United Nations on Business and Human Rights (UNGP) and the
ten principles of the UN Global Compact to which we became a signatory
in 2020. Following an initial gap analysis in 2022 to assess the measures
taken to address human rights risks, we carried out a comprehensive hu-
man rights risk assessment for the first time in 2023, covering our own op-
erations and direct suppliers. The assessment was the basis for defining
the relevant human rights issues. As part of this process, BioNTech takes
appropriate preventive measures to address the identified risks. We plan
to continuously refine and adapt the human rights risk assessment and
monitor its effectiveness.
As of January 1, 2023, our Management Board appointed a Human Rights
Officer as part of the Company’s preparations for the introduction of the
German Supply Chain Act. Responsibility for human rights management
was transferred to the Human Rights Officer. This role is responsible for all
subsidiaries of the BioNTech Group and reports directly to the Chief Op-
erating Officer (COO), who is the member of the Management Board re-
sponsible for human rights issues. The appointment of the Human Rights
Officer does not release the Management Board from its oversight and
monitoring responsibility for the protection of human rights. Details on
BioNTech’s human rights risk management in accordance with the LkSG
can be found in the Risk Report (section 4.2) and in the BioNTech Human
Rights Statement 2024.
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CORPORATE GOVERNANCE
DECLARATION PURSUANT TO
SECTION 315D IN CONJUNCTION
WITH SECTION 289F HGB
REMUNERATION REPORT
NON-FINANCIAL REPORT
EVENTS AFTER THE
REPORTING PERIOD
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
ESG Ratings
In 2023, BioNTech was able to maintain the “Prime” rating issued by the
rating agency Institutional Shareholder Services, ISS ESG (Environmen-
tal, Social, Governance) as in 2022 and remained in the benchmark “top
10% of the industry.” ISS ESG awarded the Company as a whole a cor-
porate rating of B- and a governance quality score of 5 (as of December
2023) on a risk scale of 1 (low risk) to 10 (high risk).
In 2022, BioNTech was able to improve its overall S&P Global Corporate
Sustainability Assessment (S&P CSA) score – for the first time as an ac-
tively participating company – to 32 out of 100 points compared to the
previous year. In 2023, BioNTech scored of 45 out of 100 points and thus
improved once again.
The rating agency Morningstar Sustainalytics gave BioNTech an ESG risk
rating of 24.1 in 2023 (2022: 22.3), which corresponds to a “medium risk,”
the third of five risk levels (negligible, low, medium, high and severe). The
rating measures the degree to which a company’s economic value is at
risk driven by ESG factors. Sustainalytics uses absolute risk categories
and quantitative scores from 0 to 40+ to allow a comparable assessment
for all companies and sectors evaluated.
CSR Management
Our CSR management, including the fields of action and the material CSR
topics, is presented in detail in the separate 2023 Sustainability Report
and made available online at www.biontech.de.
With the publication of relevant and material sustainability information, we
address all stakeholders and especially investors with high expectations
regarding the environmental, social and governance (ESG) performance
of companies.
2
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2 COMBINED MANAGEMENT
REPORT
GENERAL INFORMATION
ECONOMIC REPORT
MANAGEMENT REPORT
OF BioNTech SE
FORECAST, OPPORTUNITY
AND RISK REPORT
CORPORATE GOVERNANCE
DECLARATION PURSUANT TO
SECTION 315D IN CONJUNCTION
WITH SECTION 289F HGB
REMUNERATION REPORT
NON-FINANCIAL REPORT
EVENTS AFTER THE
REPORTING PERIOD
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
8 EVENTS AFTER THE
REPORTING PERIOD
A detailed description of the events after the reporting period can be
found in the notes to the consolidated financial statements and the annual
financial statements of BioNTech SE.
Mainz, March 18, 2024
BioNTech SE
Prof. Ugur Sahin, M.D.
Chief Executive Officer
Sean Marett
Chief Business Officer and
Chief Commercial Officer
Ryan Richardson
Chief Strategy Officer
Prof. Özlem Türeci, M.D.
Chief Medical Officer
Jens Holstein
Chief Financial Officer
Sierk Poetting, Ph.D.
Chief Operating Officer
James Ryan, Ph.D.
Chief Legal Officer
2
A tumor consists of cancer cells that have features on
the surface that are not typical for healthy cells. Immune
cells can be taught and equipped to recognize these
features and orchestrate the elimination of the cancer.
115
GROUP
REPORT 2023 3
BioNTech | Annual Report 2023 BioNTech | Annual Report 2023
116
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
(in millions €, except per share data)
Note
2023
2022
2021
Years ended December 31,
Revenues
Commercial revenues
Research & development revenues
Total revenues
Cost of sales
Research and development expenses
Sales and marketing expenses
General and administrative expenses (1)
Other operating expenses (1)
Other operating income
Operating income
Finance income
Finance expenses
Profit before tax
Income taxes
Profit for the period
Earnings per share
Basic earnings for the period per share
Diluted earnings for the period per share
6
6
7.1
7.1
7.1
7.1
7.2
7.3
7.4
7.5
8
9
9
3,815.5
3.5
3,819.0
(599.8)
(1,783.1)
(62.7)
(495.0)
(293.0)
105.0
690.4
519.6
(23.9)
1,186.1
(255.8)
930.3
3.87
3.83
17,194.6
116.0
17,310.6
(2,995.0)
(1,537.0)
(59.5)
(481.7)
(410.0)
815.3
12,642.7
330.3
(18.9)
12,954.1
(3,519.7)
9,434.4
38.78
37.77
18,874.0
102.7
18,976.7
(2,911.5)
(949.2)
(50.4)
(276.8)
(103.4)
598.4
15,283.8
67.7
(305.1)
15,046.4
(4,753.9)
10,292.5
42.18
39.63
(1) Adjustments to prior-year figures due to change in functional allocation of general and administrative
expenses and other operating expenses (see Note 7.2).
The accompanying notes form an integral part of these consolidated financial statements.
3
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions €)
Profit for the period
Other comprehensive income
Other comprehensive income that may be reclassified to profit
or loss in subsequent periods, net of tax
Exchange differences on translation of foreign operations
Net other comprehensive income/(loss) that may be reclassified
to profit or loss in subsequent periods
Other comprehensive loss that will not be reclassified to profit
or loss in subsequent periods, net of tax
Net gain on equity instruments designated at fair value through
other comprehensive income
Remeasurement gain on defined benefit plans
Net other comprehensive income that will not be reclassified
to profit or loss in subsequent periods
Other comprehensive income/(loss) for the period, net of tax
Comprehensive income for the period, net of tax
Note
Years ended December 31,
2022
9,434.4
2021
10,292.5
11.2
11.2
10.5
0.6
11.1
22.3
8.4
8.4
—
0.3
0.3
8.7
9,456.7
10,301.2
2023
930.3
(19.8)
(19.8)
3.7
0.3
4.0
(15.8)
914.5
The accompanying notes form an integral part of these consolidated financial statements.
3
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in millions €)
Assets
Non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Right-of-use assets
Other financial assets
Other non-financial assets
Deferred tax assets
Total non-current assets
Current assets
Inventories
Trade and other receivables
Contract assets
Other financial assets
Other non-financial assets
Income tax assets
Cash and cash equivalents
Total current assets
Total assets
Note
December 31, 2023
December 31, 2022
10
10
11
20
12
14
8
13
12
6
12
14
8
12
362.5
804.1
757.2
214.4
1,176.1
83.4
81.3
3,479.0
357.7
2,155.7
4.9
4,885.3
280.9
179.1
11,663.7
19,527.3
23,006.3
61.2
158.5
609.2
211.9
80.2
6.5
229.6
1,357.1
439.6
7,145.6
—
189.4
271.9
0.4
13,875.1
21,922.0
23,279.1
The accompanying notes form an integral part of these consolidated financial statements.
Continued on next page
3
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in millions €)
Equity and liabilities
Equity
Share capital
Capital reserve
Treasury shares
Retained earnings
Other reserves
Total equity
Non-current liabilities
Lease liabilities, loans and borrowings
Other financial liabilities
Income tax liabilities
Provisions
Contract liabilities
Other non-financial liabilities
Deferred tax liabilities
Total non-current liabilities
Current liabilities
Lease liabilities, loans and borrowings
Trade payables and other payables
Other financial liabilities
Refund liabilities
Income tax liabilities
Provisions
Contract liabilities
Other non-financial liabilities
Total current liabilities
Total liabilities
Total equity and liabilities
The accompanying notes form an integral part of these consolidated financial statements.
Note
December 31, 2023
December 31, 2022
15
15
15
16
12
12
8
17
6
19
8
12
12
12
6
8
17
6
19
248.6
1,229.4
(10.8)
19,763.3
(984.6)
20,245.9
191.0
38.8
—
8.8
398.5
13.1
39.7
689.9
28.1
354.0
415.2
—
525.5
269.3
353.3
125.1
2,070.5
2,760.4
23,006.3
248.6
1,828.2
(5.3)
18,833.0
(848.9)
20,055.6
176.2
6.1
10.4
8.6
48.4
17.0
6.2
272.9
36.0
204.1
785.1
24.4
595.9
367.2
77.1
860.8
2,950.6
3,223.5
23,279.1
3
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
BioNTech | Annual Report 2023
120
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Equity attributable to equity holders of the parent
Note
Share
capital
246.3
Capital
reserve
1,514.5
Treasury
shares
(4.8)
(in millions €)
As of January 1, 2021
Profit for the period
Other comprehensive income
Total comprehensive income
Issuance of treasury shares
Transaction costs
Share-based payments
As of December 31, 2021
Profit for the period
Other comprehensive income
Total comprehensive income
Issuance of share capital
Redemption of convertible note
Share repurchase program
Transaction costs
Dividends
Share-based payments
Deferred taxes
As of December 31, 2022
Profit for the period
Other comprehensive loss
Total comprehensive profit/(loss)
Share repurchase program
Share-based payments
Current and deferred taxes
Treasury shares used for acquisition
of business combination
As of December 31, 2023
—
—
—
—
—
—
—
—
—
162.6
(2.7)
—
—
—
—
1.0
—
—
246.3
1,674.4
(3.8)
—
—
—
0.5
1.8
—
—
—
—
—
—
—
—
67.1
233.2
(979.5)
(0.1)
—
833.1
—
—
—
—
—
—
(6.9)
—
—
5.4
—
Retained
earnings
(409.6)
10,292.5
—
10,292.5
—
—
—
9,882.9
9,434.4
—
9,434.4
—
—
—
—
(484.3)
—
—
Other
reserves
25.4
—
8.7
8.7
—
—
59.8
93.9
—
22.3
22.3
—
—
—
—
—
(1,519.8)
554.7
Total
equity
1,371.8
10,292.5
8.7
10,301.2
163.6
(2.7)
59.8
11,893.7
9,434.4
22.3
9,456.7
67.6
235.0
(986.4)
(0.1)
(484.3)
(681.3)
554.7
248.6
1,828.2
(5.3)
18,833.0
(848.9)
20,055.6
—
—
—
—
—
—
—
248.6
—
—
—
(731.6)
30.2
—
102.6
1,229.4
—
—
—
(6.9)
0.3
—
1.1
930.3
—
930.3
—
—
—
—
—
(15.8)
(15.8)
—
(15.1)
(104.8)
930.3
(15.8)
914.5
(738.5)
15.4
(104.8)
—
103.7
(10.8)
19,763.3
(984.6)
20,245.9
15
16
15
12
15
15
16
8
15
16
8
5
3
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions €)
Operating activities
Profit for the period
Income taxes
Profit before tax
Adjustments to reconcile profit before tax to net cash flows
Depreciation and amortization of property, plant, equipment, intangible assets and right-of-use assets
Share-based payment expenses
Net foreign exchange differences
Loss on disposal of property, plant and equipment
Finance income excluding foreign exchange differences
Finance expense excluding foreign exchange differences
Movements in government grants
Other non-cash income/(loss)
Net (gain)/loss on derivative instruments at fair value through profit or loss
Working capital adjustments
Decrease/(increase) in trade and other receivables, contract assets and other assets
Decrease/(increase) in inventories
Increase in trade payables, other financial liabilities, other liabilities, contract liabilities,
refund liabilities and provisions
Interest received and realized gains from cash and cash equivalents
Interest paid and realized losses from cash and cash equivalents
Income tax paid
Share-based payments
Net cash flows from operating activities
Years ended December 31,
2022
2021
9,434.4
3,519.7
12,954.1
123.3
108.6
625.5
0.6
(265.3)
18.9
0.3
—
(241.0)
4,369.9
62.9
85.7
29.3
(21.5)
(4,222.1)
(51.8)
13,577.4
10,292.5
4,753.9
15,046.4
75.2
93.9
(387.5)
4.6
(1.5)
305.2
(89.0)
(2.2)
57.3
(11,808.1)
(438.4)
1,516.1
1.2
(12.2)
(3,457.9)
(13.4)
889.7
2023
930.3
255.8
1,186.1
183.4
51.4
(298.0)
3.8
(519.6)
7.9
2.4
—
175.5
5,374.0
81.9
118.9
258.2
(5.4)
(482.9)
(766.2)
5,371.4
The accompanying notes form an integral part of these consolidated financial statements.
Continued on next page
3
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions €)
Investing activities
Purchase of property, plant and equipment
Proceeds from sale of property, plant and equipment
Purchase of intangible assets and right-of-use assets
Acquisition of subsidiaries and businesses, net of cash acquired
Investment in other financial assets
Proceeds from maturity of other financial assets
Net cash flows used in investing activities
Financing activities
Proceeds from issuance of share capital and treasury shares, net of costs
Proceeds from loans and borrowings
Repayment of loans and borrowings
Payments related to lease liabilities
Share repurchase program
Dividends
Net cash flows from/ (used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Change in cash and cash equivalents resulting from exchange rate differences
Change in cash and cash equivalents resulting from other valuation effects
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents as of December 31
The accompanying notes form an integral part of these consolidated financial statements.
Years ended December 31,
2023
2022
2021
(249.4)
(0.7)
(455.4)
(336.9)
(7,128.4)
1,216.3
(6,954.5)
—
0.3
(0.1)
(40.3)
(738.5)
—
(778.6)
(2,361.7)
(14.5)
164.8
13,875.1
11,663.7
(329.2)
0.6
(34.1)
—
(47.8)
375.2
(35.3)
110.5
0.8
(18.8)
(41.1)
(986.4)
(484.3)
(1,419.3)
12,122.8
60.1
(0.5)
1,692.7
13,875.1
(127.5)
3.4
(26.5)
(20.8)
(19.5)
(375.2)
(566.1)
160.9
—
(52.6)
(14.1)
—
—
94.2
417.8
64.7
—
1,210.2
1,692.7
3
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
1 CORPORATE INFORMATION
BioNTech SE is a limited company incorporated and domiciled in
Germany. American Depositary Shares (ADS) representing BioNTech
SE’s ordinary shares have been publicly traded on the Nasdaq Global
Select Market since October 10, 2019. The registered office is located
in Mainz, Germany (An der Goldgrube 12, 55131 Mainz). BioNTech SE is
registered in the commercial register B of the Mainz Local Court under the
number HRB 48720. These consolidated financial statements have been
prepared in accordance with International Financial Reporting Standards
(IFRS) as endorsed by the European Union (EU), and give a true and fair
view of the financial position and results of operations of the Group in
accordance with International Financial Reporting Standards (IFRS) and
the results of operation of BioNTech SE and its subsidiaries, hereinafter
also referred to as “BioNTech”, the “Group”, “we” or “us”.
Our consolidated financial statements for the year ended December 31,
2023, were prepared by the Management Board on March 18, 2024.
3
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
2 SIGNIFICANT ACCOUNTING
2.2 Basis of Consolidation
POLICIES
2.1 Basis of Preparation
General
The consolidated financial statements comprise the financial statements
of BioNTech SE and its controlled investees (subsidiaries).
The Group controls an investee if, and only if, the Group has
power over the investee (i.e., existing rights that give it the current
ability to direct the relevant activities of the investee);
exposure, or rights, to variable returns from its involvement with the
investee; and
the ability to use its power over the investee to affect its returns.
The consolidated financial statements have been prepared in accor-
dance with the International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board (IASB).
Generally, there is a presumption that a majority of voting rights results in
control.
We prepare and publish our consolidated financial statements in Euros
and round numbers to thousands or millions of Euros, respectively.
Accordingly, numerical figures shown as totals in some tables may not
be exact arithmetic aggregations of the figures that preceded them and
figures presented in the explanatory notes may not add up to the rounded
arithmetic aggregations. Rounding applied may differ from rounding pub-
lished in different units in the previous years.
Segment Information
Decisions with respect to business operations and resource allocations
are made by our Management Board, as the chief operating decision maker
(CODM) based on BioNTech as a whole. Accordingly, we operate and
make decisions as a single operating segment, which is also our reporting
segment.
Whether an investee is controlled is re-assessed if facts and circumstances
indicate that there are changes to one or more of the three elements of
control. Consolidation of a subsidiary begins when control is obtained
over the subsidiary and ceases when control over the subsidiary is lost.
The profit/(loss) and each component of other comprehensive income/
(loss) for the period are attributed to the equity holders of the parent
of the Group and to the non-controlling interests, even if this results
in the non-controlling interests having a deficit balance. When neces-
sary, adjustments are made to the consolidated financial statements of
subsidiaries to bring their accounting policies in line with the Group’s
accounting policies. All intra-group assets and liabilities, equity, income,
expenses and cash flows relating to transactions between members of
the Group are eliminated on consolidation.
3
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
A change in the ownership interest of a subsidiary, without a loss of con-
trol, is accounted for as an equity transaction.
If control over a subsidiary is lost, the related assets (including goodwill),
liabilities, non-controlling interests and other components of equity are
derecognized, while any resultant gain or loss is recognized in the consol-
idated statements of profit or loss. Any investment retained is recognized
at fair value.
In determining the spot exchange rate to use on initial recognition of the
related asset, expense or income (or part of it) on the derecognition of a
non-monetary asset or non-monetary liability relating to advance consid-
eration, the date of the transaction is the date on which the Group initially
recognizes the non-monetary asset or non-monetary liability arising from
the advance consideration. If there are multiple payments or receipts in
advance, the Group determines the transaction date for each payment or
receipt of advance consideration.
2.3 Summary of Material Accounting Policies
2.3.1 Foreign Currencies
Our consolidated financial statements are presented in Euros, which
is also our functional currency. For each entity, the Group determines
the functional currency, and items included in the consolidated financial
statements of such entities are measured using that functional currency.
We use the direct method of consolidation and, on disposal of a foreign
operation, the gain or loss that is reclassified to the consolidated statements
of profit or loss reflects the amount that arises from using this method.
Transactions and Balances
Transactions in foreign currencies are initially recorded by the Group’s
entities at their respective functional currency spot rates at the date the
transaction first qualifies for recognition.
Foreign Currency Translation
Foreign currency translation effects from the translation of operating
activities include foreign exchange differences arising on operating items
such as trade receivables and trade payables and are either shown as
other operating income or expenses on a cumulative basis. Foreign cur-
rency translation effects presented within finance income and expenses
include foreign exchange differences arising on financing items such as
loans and borrowings as well as foreign exchange differences arising on
cash and cash equivalents and are either shown as finance income or
expenses on a cumulative basis.
Foreign Currency Translation on Consolidation
Upon consolidation, the assets and liabilities of foreign operations are
translated into Euros at the rate of exchange prevailing at the reporting
date and the transactions recorded in their consolidated statements of
profit or loss are translated at exchange rates prevailing at the dates of the
transactions.
Monetary assets and liabilities denominated in foreign currencies are
translated at the functional currency spot rates of exchange at the report-
ing date.
The exchange differences arising on translation for consolidation are
recognized in other comprehensive income. On disposal of a foreign
operation, the component of other comprehensive income relating to that
particular foreign operation is reclassified to profit or loss.
Non-monetary items that are measured in terms of historical cost in a
foreign currency are translated using the exchange rates at the dates of
the initial transactions.
Any goodwill arising on the acquisition of a foreign operation and any fair
value adjustments to the carrying amounts of assets and liabilities arising
upon the acquisition are treated as assets and liabilities of the foreign
operation and translated at the spot rate of exchange at the reporting date.
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CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Identification of Performance Obligations
Our customer contracts often include bundles of licenses, goods and
services. If the granting of a license is bundled together with delivering
of goods and or the rendering of services, it is assessed whether these
agreements are comprised of more than one performance obligation. A
performance obligation is only accounted for as the grant of a license if
the grant of a license is the sole or the predominant promise of the perfor-
mance obligation.
Determining Transaction Prices
We apply judgment when determining the consideration that is expected
to be received. If the consideration in an agreement includes a variable
amount, we estimate the amount of consideration to which we will be en-
titled in exchange for transferring the goods to the customer. At contract
inception, the variable consideration is estimated based on the most likely
amount of consideration expected from the transaction and constrained
until it is highly probable that a significant revenues reversal in the amount
of cumulative revenues recognized will not occur when the associated
uncertainty with respect to the variable consideration is subsequently
resolved. The estimated revenues are updated at each reporting date to
reflect the current facts and circumstances.
Allocation of Transaction Prices
If a contract with a customer contains more than one performance obli-
gation, the transaction price is allocated to each performance obligation
based on relative standalone selling prices. We have established the fol-
lowing hierarchy to determine the standalone selling prices.
2.3.2 Current versus Non-Current Classifications
Assets and liabilities in the consolidated statements of financial position
are presented based on current or non-current classification.
An asset is current when it is either: (i) expected to be realized or intended
to be sold or consumed in the normal operating cycle, (ii) held primar-
ily for the purpose of trading, (iii) expected to be realized within twelve
months after the reporting period, or (iv) cash or cash equivalents, unless
it is restricted from being exchanged or used to settle a liability for at least
twelve months after the reporting period. All other assets are classified as
non-current.
A liability is current when it is either: (i) expected to be settled in the normal
operating cycle, (ii) held primarily for the purpose of trading, (iii) due to be
settled within twelve months after the reporting period, or (iv) there is no
unconditional right to defer the settlement of the liability for at least twelve
months after the reporting period. The terms of the liability that could, at
the option of the counterparty, result in its settlement by the issue of equi-
ty instruments do not affect its classification. The Group classifies all other
liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and
liabilities, respectively.
2.3.3 Revenue from Contracts with Customers
Revenue
Identification of the Contract
We generate revenues from collaboration and license agreements, which
contain multiple elements, including licenses to use, research, develop,
manufacture and commercialize candidates and products, research and
development services as well as obligations to develop and manufacture
preclinical and clinical material and products. We determined that those
collaboration and license agreements qualify as contracts with custom-
ers. A contract is an agreement between two or more parties that estab-
lishes enforceable rights and obligations.
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PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Where standalone selling prices for offered licenses, goods or ser-
vices are observable and reasonably consistent across customers,
our standalone selling price estimates are derived from our respective
pricing history. However, due to the limited number of customers and
the limited company history, this approach can rarely be used.
Where sales prices for an offering are not directly observable
or highly variable across customers, we follow a cost-plus-margin
approach.
For offerings that have highly variable pricing and lack substan-
tial direct costs to estimate based on a cost-plus-margin approach,
we allocate the transaction price by applying a residual approach.
Revenue arrangements that involve two or more partners who contribute
to the provision of a specific good or service to a customer are assessed
in terms of principal-agent considerations in order to determine the ap-
propriate treatment for the transactions between us and the collaborator
and the transactions between us and other third parties. The classifica-
tion of transactions under such arrangements is determined based on the
nature and contractual terms of the arrangement along with the nature of
the operations of the participants. Any consideration related to activities
in which we are considered the principal, which includes being in control
of the good or service before such good or service is transferred to the
customer, is accounted for as gross revenues. Any consideration related
to activities in which we are considered the agent is accounted for as net
revenues.
Judgment is required when estimating standalone selling prices.
Recognition of Revenues
For each separate performance obligation, it is evaluated whether con-
trol is transferred either at a point in time or over time. For performance
obligations that are satisfied over time, revenues are recognized based
on a measure of progress, which depicts the performance in transferring
control to the customer. Under the terms of our licensing arrangements,
we provide the licensee with a research and development license, which
represents a right to access our intellectual property as it exists through-
out the license period (as our intellectual property is still subject to further
research). Therefore, the promise to grant a license is accounted for as a
performance obligation satisfied over time as our customers simultane-
ously receive and consume the benefits from our performance.
Revenues based on the collaboration partners’ gross profit, which is
shared under the respective collaboration agreements, are recognized
based on the sales-based or usage-based royalty exemption; i.e., when
the underlying sales occur, which is when the performance obligation has
been satisfied. As described further in Note 3, judgment is applied to cer-
tain aspects when accounting for the collaboration agreements.
Revenues from the sale of pharmaceutical and medical products (e.g.,
COVID-19 vaccine sales and other sales of peptides and retroviral vectors
for clinical supply) are recognized when we transfer control of the product
to the customer. Control of the product normally transfers when the cus-
tomer gains physical possession and we have not retained any significant
risks of ownership or future obligations with respect to the product. In
general, payments from customers are due within 30 days after invoice.
However, with respect to our collaboration with Pfizer Inc., or Pfizer, there
is a significant time lag between when revenues are recognized and the
payments are received. The contractual settlement of the gross profit
share has a temporal offset of more than one calendar quarter. As Pfizer’s
financial quarter for subsidiaries outside the United States differs from
ours, it creates an additional time lag between the recognition of revenues
and the payment receipt.
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PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
For certain contracts, the finished product may temporarily be stored at
our location under a bill-and-hold arrangement. Revenues from bill-and-
hold arrangements are recognized at the point in time when the cus-
tomer obtains control of the product and all of the following criteria have
been met: (i) the arrangement is substantive; (ii) the product is identified
separately as belonging to the customer; (iii) the product is ready for
physical transfer to the customer; and (iv) we do not have the ability to
use the product or direct it to another customer. In determining when the
customer obtains control of the product, we consider certain indicators,
including whether title and significant risks and rewards of ownership
have transferred to the customer and whether customer acceptance has
been received.
Contract Balances
Contract Assets
A contract asset is the right to consideration in exchange for goods or
services transferred to the customer. If we transfer goods or services to
a customer before the customer pays the respective consideration or
before payment is due, a contract asset is recognized for the earned con-
sideration that is conditional.
Trade Receivables
A receivable represents our right to an amount of consideration that is
unconditional (i.e., only the passage of time is required before payment of
the consideration is due).
Contract Liabilities
A contract liability is the obligation to transfer goods or services to a cus-
tomer for which we have received consideration (or an amount of consid-
eration is due) from the customer. If a customer pays consideration before
we transfer goods or services to the customer, a contract liability is recog-
nized when the payment is made or when the payment is due (whichever
is earlier). Contract liabilities are recognized as revenue when we fulfill our
performance obligations under the contract.
Refund Liabilities
A refund liability is a consideration which has been received but which
will need to be refunded to the customer in the future as it represents
an amount to which we are ultimately not entitled under the contract. A
refund liability is measured at the amount of consideration received (or
receivable) to which we do not expect to be entitled (i.e., amounts not
included in the transaction price). We update our estimates of refund lia-
bilities (and the corresponding change in the transaction price) at the end
of each reporting period.
2.3.4 Research and Development Expenses
Research and development costs are expensed in the period in which
they are incurred. Regarding internal projects, we consider that regula-
tory approval and other uncertainties inherent in the development of new
products preclude the capitalization of internal development expenses as
an intangible asset until marketing approval from a regulatory authority is
obtained. Payments made to third parties, such as contract research and
development organizations as compensation for subcontracted research
and development, that are deemed not to transfer intellectual property
are expensed as internal research and development expenses in the
period in which they are incurred. Such payments are only capitalized
if they meet the criteria for recognition of an internally generated intan-
gible asset, usually when marketing approval has been received from a
regulatory authority. We have entered into agreements under which third
parties grant licenses to us, which are known as in-license agreements.
If in-licensing results in consideration for the acquisition of intellectual
property that meets the definition of an identifiable asset, this is capital-
ized as an intangible asset unless the respective intellectual property is
mainly used as part of our general ongoing research and development
activities without any intent to market the respective product as such.
If the transaction also includes research and development services to be
provided by the licensor, the share of consideration attributable to these
services is recognized in research and development expenses in line with
the performance of the services. Sales-based milestone or royalty pay-
ments incurred under license agreements after the approval date of the
respective pharmaceutical product are recognized as expenses in cost
of sales as incurred.
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PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Subsequent internal research and development costs in relation to intel-
lectual property rights are expensed because the technical feasibility of
the internal research and development activity can only be demonstrated
by the receipt of marketing approval for a related product from a regulato-
ry authority in a major market.
Prior to the second quarter of 2023, we had assessed that inventory
produced prior to successful regulatory approval did not meet the criteria
for capitalization as an asset, and accordingly expensed the costs of pre-
launch inventory as research and development costs. Based on the expe-
rience of the past years and the developments since our COVID-19 vac-
cine was first authorized or approved for emergency or temporary use,
our assessment regarding the potential to produce economic benefits
changed. Beginning with the second quarter of 2023, pre-launch products
from the Comirnaty product family with their potential for economic ben-
efit fulfill the recognition criteria for an asset under the IFRS Conceptual
Framework. At each reporting date, the respective inventory is measured
at the lower of cost and net realizable value. However, because it is not
probable until regulatory approval is obtained, we consider the net realiz-
able value to be zero, as this is the probable amount expected to be real-
ized from its sale until approval is obtained. The write-down is recognized
in the statements of profit or loss as research and development expenses.
If regulatory approval for a product candidate is obtained, the relevant
write-down would be reversed to a maximum of the original cost. Subse-
quently, inventory is recognized as cost of sales. This reassessment has
been treated as a change in estimate and the impacts on current period
inventories, cost of sales and research and development expenses are
described in Note 7.1.
2.3.5 Government Grants
Government grants and similar grants which are accounted for in accor-
dance with IAS 20 are recognized where there is reasonable assurance
that the grant will be received and all attached conditions will be complied
with. When the grant relates to an expense item, it is recognized as other
income on a systematic basis over the periods that the related costs for
which the grant is intended to compensate are expensed. When the grant
relates to an asset, it is recognized as deferred income within the con-
solidated statements of financial position. Other income is subsequently
recognized in our consolidated statements of profit or loss over the useful
life of the underlying asset subject to funding.
2.3.6 Taxes
Current Income Tax
Current income tax assets and liabilities are measured at the amount
expected to be recovered from or paid to the taxation authorities. The tax
rates and tax laws used to compute the amount are those that are enact-
ed or substantively enacted at the reporting date in the countries where
the Group operates and generates taxable income.
In addition, current income taxes presented for the period include adjust-
ments for uncertain tax payments or tax refunds for periods not yet finally
assessed by tax authorities, excluding interest expenses and penalties
on the underpayment of taxes. In the event that amounts included in the
tax return are considered unlikely to be accepted by the tax authorities
(uncertain tax positions), a provision for income taxes is recognized.
Management periodically evaluates positions taken in the tax returns with
respect to situations in which applicable tax regulations are subject to
interpretation and establishes provisions where appropriate.
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PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Deferred Tax
Deferred tax is provided using the liability method on temporary differences
between the tax bases of assets and liabilities and their carrying amounts
for financial reporting purposes at the reporting date.
Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply in the year in which the asset is realized, or the liability
is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the reporting date.
Deferred tax liabilities are recognized for all taxable temporary differences,
except:
Unrecognized deferred tax assets are re-assessed at each reporting date
and are recognized to the extent that it has become probable that future
taxable profits will allow the deferred tax asset to be recovered.
Recognition of Taxes
Current and deferred tax items are recognized similarly to the underlying
transaction either in profit or loss, other comprehensive income or directly
in equity.
Current tax assets and current tax liabilities are offset if, and only if, we
have a legally enforceable right to set off the recognized amounts and
intend either to settle on a net basis, or to realize the asset and settle the
liability simultaneously. Deferred tax assets and deferred tax liabilities are
only offset when we have a legally enforceable right to set off current tax
assets and current tax liabilities and the deferred tax assets and deferred
tax liabilities relate to income taxes levied by the same taxation authority
on either (i) the same taxable entity or (ii) different taxable entities, which
intend either to settle current tax liabilities and assets on a net basis, or to
realize the assets and settle the liabilities simultaneously, in each future
period in which significant amounts of deferred tax liabilities or assets are
expected to be settled or recovered.
when the deferred tax liability arises from the initial recognition of
goodwill or an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; or
in respect of taxable temporary differences associated with invest-
ments in subsidiaries, when the timing of the reversal of the temporary
differences can be controlled and it is probable that the temporary
differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differ-
ences, the carry forward of unused tax credits and any unused tax losses.
Deferred tax assets are recognized to the extent that it is probable that
taxable profit will be available against which the deductible temporary dif-
ferences, the carry forward of unused tax credits and unused tax losses
can be utilized, except:
when the deferred tax asset relating to the deductible temporary
difference arises from the initial recognition of an asset or liability in a
transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or
loss; or
in respect of deductible temporary differences associated with in-
vestments in subsidiaries, deferred tax assets are recognized only to
the extent that it is probable that the temporary differences will reverse
in the foreseeable future and taxable profit will be available against
which the temporary differences can be utilized.
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CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Sales Tax
Expenses and assets are recognized net of sales tax, except when the
sales tax incurred on a purchase of assets or services is not recoverable
from the taxation authority.
entities which are part of the Group, beginning in financial year 2024. The
Group falls within the scope of these regulations. The Group carried out
an analysis as of the reporting date to determine the fundamental impact
and the jurisdictions in which the Group is exposed to possible effects in
connection with a Pillar 2 top-up tax.
The net amount of sales tax recoverable from, or payable to, the taxation
authority is included as part of receivables or payables in the consolidated
statements of financial position.
Future Tax Legislation
Based on the Organisation for Economic Co-operation and Development
(OECD) Base Erosion and Profit Shifting (BEPS) project to tackle tax
avoidance, the OECD/G20 Inclusive Framework (an association of about
140 countries) decided to introduce a global minimum taxation for large
multinational groups (known as Pillar 2). The Global Anti-Base Erosion
Rules are intended to ensure that large multinational groups pay a min-
imum level of tax on the income arising in each jurisdiction where they
operate. In December 2021, the OECD published its Model Rules, which
serve as a draft bill for implementation into national domestic law, followed
by guidelines and commentaries published in March 2022. In December
2022, the EU adopted a corresponding directive (EU 2022/2523) that
obliges EU member states to transpose the rules into national domestic
law. If the effective tax rate in any jurisdiction is below the minimum rate
(15%), the Group may be subject to the so-called top-up tax or a so-called
qualified domestic minimum top-up tax.
Based on this analysis, no countries were identified in which the Group
would be materially affected by a Pillar 2 top-up tax. Consequently, the
average effective Group tax rate would not have changed if the Pillar 2
legislation had already been in force on the balance sheet date. BioNTech
applies the exception in IAS 12, according to which no deferred tax assets
and liabilities in connection with the second income taxes of the second
pillar of the OECD are recognized and no disclosures are made.
2.3.7 Business Combinations and Goodwill
Business combinations are accounted for using the acquisition method.
The cost of an acquisition is measured as the aggregate of the consider-
ation transferred, which is measured at acquisition date fair value, and the
amount of any non-controlling interests in the acquiree.
Goodwill is initially measured at cost as the excess of the aggregate of the
consideration transferred and the amount recognized for non-controlling
interests and any previous interest held over the net identifiable assets
acquired and liabilities assumed.
Several jurisdictions in which the Group operates have transposed the
OECD Model Rules into national domestic law and brought them into
force. In addition, the Group is closely following the progress of the legis-
lative process in each country in which the Group operates. As of the bal-
ance sheet date, the BEPS Pillar 2 regulations (MinBestRL UmsG) had al-
ready been transposed into German law (MinStG). The date of application
of the law in Germany is for financial years beginning after December 30,
2023. Subsequently, as the OECD Model Rules have entered into force in
Germany, the Group is obliged to file top-up tax information returns for all
Costs related to executing business combinations are recognized when
they are incurred and are classified as general and administrative expenses.
After initial recognition, goodwill is tested at least annually or when there
is an indication for impairment. See Note 2.3.10. For the purpose of im-
pairment testing, goodwill acquired in a business combination is, from the
acquisition date, allocated to each of the cash-generating units that are
expected to benefit from the combination, irrespective of whether other
assets or liabilities of the acquiree are assigned to those units.
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PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Where goodwill has been allocated to a cash-generating unit (CGU) and
part of the operation within that unit is disposed of, the goodwill associ-
ated with the operation disposed of is included in the carrying amount of
the operation when determining the gain or loss on disposal. Goodwill dis-
posed of in these circumstances is measured based on the relative values
of the operation disposed of and the portion of the cash-generating unit
retained.
2.3.8 Intangible Assets
Intangible assets acquired separately are measured on initial recognition
at cost. The cost of intangible assets acquired in a business combination
is their fair value at the date of acquisition. Following initial recognition,
intangible assets are carried at cost less any accumulated amortization
and accumulated impairment losses.
The portion of the consideration in in-licensing agreements paid by us
to acquire intellectual property is recognized as an intangible asset. If
in-licensing includes research and development services, the share of
consideration attributable to these services is deferred and recognized in
research and development expenses according to the utilization thereof.
Payments depending on the achievement of specific milestones as part of
the purchase of intangible assets, except for intangible assets acquired
in a business combination, are recognized as subsequent acquisition
cost of the intangible asset and as a financial liability once the milestone
is reached.
The useful lives of intangible assets are assessed as either finite or indef-
inite.
Intangible assets with finite lives are amortized generally on a straight-line
basis over the useful life and assessed for impairment whenever there is
an indication that the intangible asset may be impaired. The amortization
period and the amortization method for an intangible asset with a finite
useful life are reviewed at the end of each reporting period at the least.
The amortization expense on intangible assets with finite lives is recog-
nized in the consolidated statements of profit or loss in the expense cate-
gory that is consistent with the function of the intangible assets.
A summary of the useful lives applied to the Group’s intangible assets is
as follows:
Intangible assets
Intellectual property rights
Licenses
Software
Useful life (years)
8-20
3-20
3-8
Intangible assets with indefinite useful lives are tested for impairment
at least annually, or when there is an indication for impairment, either
individually or at the level of a cash-generating unit (see Note 2.3.10 for
further details). In the case of intangible assets not yet available for use,
the point in time from which a capitalized asset can be expected to gen-
erate economic benefit for the Group cannot be determined. Such assets
are not amortized, and therefore classified as having an indefinite useful
life. The intangible assets not yet available for use are tested for impair-
ment annually, or when there is an indication for impairment on an indi-
vidual basis. The assessment of indefinite life is reviewed annually to de-
termine whether the indefinite life continues to be supportable. If not, the
change in useful life from indefinite to finite is made on a prospective basis.
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PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
We have classified advanced payments on intangible assets as intangible
assets that are not yet ready for use. Advanced payments on intangible
assets are tested for impairment on an annual basis.
Depreciation is calculated on a straight-line basis over the estimated use-
ful lives of the assets, as follows:
An intangible asset is derecognized upon disposal (i.e., at the date the
recipient obtains control) or when no future economic benefits are ex-
pected from its use or disposal. Any gain or loss arising upon derecogni-
tion of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in the consoli-
dated statements of profit or loss.
See Note 2.3.4 for further details in connection with our accounting of
internally generated intangible assets.
2.3.9 Property, Plant and Equipment
Construction in progress is stated at cost. Property, plant and equipment
are stated at cost, net of accumulated depreciation and accumulated im-
pairment losses, if any. Such cost includes the cost of replacing part of the
property, plant and equipment if the recognition criteria are met. All other
repair and maintenance costs are expensed as incurred.
Property, plant and equipment
Useful life (years)
Buildings
Equipment, tools and installations
10-33
7-18
Operating and business equipment has a useful life of 1-10 years and is
reported under equipment, tools and installations due to immateriality.
An item of property, plant and equipment initially recognized is derecog-
nized upon disposal (i.e., at the date the recipient obtains control) or when
no future economic benefits are expected from its use or disposal. Any
gain or loss arising on derecognition of the asset (calculated as the differ-
ence between the net disposal proceeds and the carrying amount of the
asset) is included in the consolidated statements of profit or loss when the
asset is derecognized.
The residual values, useful lives and methods of depreciation of property,
plant and equipment are reviewed at each financial year-end and adjusted
prospectively, if appropriate.
2.3.10 Impairment of Non-Financial Assets
At each reporting date, we assess whether there is an indication that a
non-financial asset may be impaired. Goodwill is tested for impairment
at least annually. Impairment is determined for goodwill by assessing the
recoverable amount of each cash-generating unit (or group of CGUs) to
which the goodwill relates. If any indication exists, or when annual impair-
ment testing is performed, we estimate the asset’s or CGU’s recoverable
amount. The recoverable amount is the higher of an asset’s or CGU’s fair
value less costs of disposal and its value in use. The recoverable amount
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CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent of those from other assets or
groups of assets. If the asset does not generate independent cash in-
flows, the impairment test is performed for the smallest group of assets
that generate largely independent cash inflows from other assets (CGU).
When the carrying amount of an asset or cash-generating unit exceeds its
recoverable amount, the asset or the non-current assets of the CGU are
considered impaired and written down to their recoverable amount.
Impairment losses are recognized in the consolidated statements of profit
or loss in expense categories consistent with the function of the impaired
asset.
Intangible assets with an indefinite useful life are tested for impairment an-
nually at the CGU level, as appropriate, and when circumstances indicate
that the carrying value may be impaired.
Intangible assets not yet available for use are not amortized, but rather
tested for impairment when a triggering event arises or at least once a
year. The identification of triggering events takes place on a quarterly or
on an ad hoc basis with the involvement of the responsible departments,
taking internal and external information sources into consideration. The
impairment test is performed annually or if there are indications of impair-
ment by determining the asset’s value in use. In assessing value in use, the
estimated discounted future cash flows are based on long-term forecast
calculations reflecting the asset’s estimated product life cycles. The as-
sumptions are based on internal estimates along with external market
studies. The result of the valuation depends to a large extent on the esti-
mates by the management of the future cash flows of the assets and the
discount rate applied, and is therefore subject to uncertainty.
2.3.11 Financial Instruments
A financial instrument is any contract that gives rise to a financial asset
of one entity and a financial liability or equity instrument of another entity.
i) Financial Assets
Initial Recognition and Measurement
Financial assets mainly include money market funds, bank deposits and
reverse repos, security investments, trade receivables, cash at banks as
well as equity investments. Financial assets are initially measured at fair
value as of the trade date and – depending on their classification – subse-
quently measured at amortized cost, fair value through other comprehen-
sive income (OCI) or fair value through profit or loss.
Subsequent Measurement
The measurement of financial assets depends on their classification, as
described below.
Financial Assets Measured at Amortized Cost
Financial assets measured at amortized cost include trade receivables
and other financial assets are generally measured using the effective in-
terest rate (EIR) method. With respect to trade receivables, we applied the
practical expedient, which means that they are measured at the transac-
tion price determined in accordance with IFRS 15. Refer to the accounting
policies in Note 2.3.3. Other financial assets measured at amortized cost
are held to collect contractual cash flows, which are solely payments of
principal and interest. Gains and losses are recognized in our consolidat-
ed statements of profit or loss when the financial asset is derecognized,
modified or impaired.
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PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Financial Assets Designated at Fair Value through OCI (Equity Instruments)
Upon initial recognition, we can irrevocably elect to classify equity invest-
ments as equity instruments designated at fair value through OCI if they
meet the definition of equity under IAS 32 and are not held for trading. The
classification is determined on an instrument-by-instrument basis. Gains
and losses on these financial assets are never recycled to profit or loss.
Dividends are recognized as other income in the consolidated statements
of profit or loss when the right of payment has been established. Equity
instruments designated at fair value through OCI are not subject to impair-
ment assessment. We elected to irrevocably classify our non-listed and
listed equity investments under this category. They are recognized using
trade date accounting.
Financial Assets at Fair Value through Profit or Loss
Derivatives not designated as hedging instruments are measured at fair
value through profit or loss. A financial asset exists if the derivative has a
positive fair value.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of
a group of similar financial assets) is primarily derecognized (i.e., removed
from the consolidated statements of financial position) when the rights to
receive cash flows from the asset have expired or have been transferred
in terms of fulfilling the derecognition criteria.
Impairment of Financial Assets
An allowance for expected credit losses (ECLs) is considered for all
non-derivative financial debt investments, including cash, time deposits
and debt securities of the Group. ECLs are based on the difference be-
tween the contractual cash flows due in accordance with the contract
and all of the cash flows that the Group expects to receive, discounted at
an approximation of the original effective interest rate. The expected cash
flows will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
Since our financial debt investments are considered to be investments
with low risk, the expected credit loss in the upcoming twelve months
is used to determine the impairment loss. Wherever a considerable in-
crease in the default risk is assumed, the lifetime expected credit loss of
the financial asset is considered.
For trade receivables and contract assets, the Group applies a simplified
approach in calculating ECLs. This means that the Group does not track
changes in credit risk, but instead recognizes a loss allowance based on
lifetime ECLs at each reporting date. We have established an ECL model
that is based on the probability of default (PD), considers the respective
country default probabilities and takes the maturities into account. In or-
der to determine the PD of companies, we use the maturities of the trade
receivables and the score of the companies.
If there is objective evidence that certain trade receivables or contract
assets are fully or partially impaired, additional loss allowances are recog-
nized to account for expected credit losses. A debtor’s creditworthiness
is assumed to be impaired if there are objective indications that the debtor
is in financial difficulties, such as the disappearance of an active market for
its products or impending insolvency.
ii) Financial Liabilities
Financial liabilities are generally measured at amortized cost using the
effective interest rate (EIR) method. Derivatives with negative fair values
not designated as hedging instruments and liabilities for contingent con-
sideration in business combinations are measured at fair value.
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CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
All financial liabilities are recognized initially at fair value and, in the case
of loans and borrowings and payables, net of directly attributable trans-
action costs.
Financial liabilities measured at amortized cost include loans and borrow-
ings, trade payables and other financial liabilities. They are measured at
amortized cost using the EIR method. Gains and losses are recognized
in the consolidated statements of profit or loss when the liabilities are
derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or pre-
mium on acquisition and fees or costs that are an integral part of the EIR.
The EIR amortization is included as finance costs in the consolidated
statements of profit or loss.
Derecognition
A financial liability is derecognized when the obligation under the liability
is discharged or cancelled or expires. When an existing financial liability
is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such
an exchange or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in the respec-
tive carrying amounts is recognized in the consolidated statements of
profit or loss.
iii) Expenses and Income from Exchange Forward Contracts
Effects from foreign exchange forward contracts, which are measured
at fair value through profit or loss, are shown as either other operating in-
come or other operating expenses on a cumulative basis and might switch
between those two items during the year-to-date reporting periods.
2.3.12 Fair Value Measurement
Fair value is a market-based measurement. For some assets and liabilities,
observable market transactions or market information is available. For
other assets and liabilities, observable market transactions or market
information might not be available. When a price for an identical asset or
liability is not observable, another valuation technique is used. To increase
consistency and comparability in fair value measurements, there are three
levels of the fair value hierarchy:
Level 1 contains the use of quoted prices in active markets for identi-
cal assets or liabilities.
Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability either directly or
indirectly.
Level 3 inputs are unobservable.
Within this hierarchy, estimated values are made by management based
on reasonable assumptions, including other fair value methods.
For assets and liabilities that are recognized in the financial statements
at fair value on a recurring basis, we determine whether transfers have
occurred between levels in the fair value hierarchy by re-assessing
categorization (based on the lowest level input that is significant to the fair
value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, classes of assets and liabilities
have been determined on the basis of the nature, characteristics and risks
of the asset or liability and the level of the fair value hierarchy, as explained
above.
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CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
2.3.13 Inventories
2.3.14 Cash and Cash Equivalents
Inventories are valued at the lower of cost and net realizable value.
Costs incurred in bringing each product to its present location and condi-
tion are accounted for as follows:
raw materials and supplies: purchase cost on a first-in/first-out ba-
sis; or
unfinished goods and finished goods: cost of direct materials and
labor, including both internal manufacturing and third-party contract
manufacturing organizations, or CMOs, and a proportion of manufac-
turing overheads based on the normal operating capacity, but exclud-
ing borrowing costs.
Net realizable value is the estimated selling price in the ordinary course
of business less estimated costs of completion and the estimated costs
necessary to make the sale. Write-offs are recorded if inventories are ex-
pected to be unsaleable, do not fulfill the specification defined by our qual-
ity standards or if their shelf-life has expired. For our inventories subject to
the collaboration partners’ gross profit share mechanism, we consider the
contractual compensation payments in the estimate of the net realizable
value.
Beginning with the second quarter of 2023, pre-launch products from the
Comirnaty product family with their potential for economic benefit fulfill
the recognition criteria for an asset under the IFRS Conceptual Frame-
work. At each reporting date, the respective inventory is measured at the
lower of cost and net realizable value. However, because is not probable
until regulatory approval is obtained, we consider the net realizable value
to be zero, as this is the probable amount expected to be realized from its
sale until approval is obtained (see also Note 2.3.4 for further information
on our assessment regarding the potential of our pre-launch products to
produce economic benefits).
Cash and cash equivalents comprise cash at banks and on hand and
short-term investments that we consider to be highly liquid (including de-
posits, money market funds and reverse repos) with an original maturity
of three months or less that are readily convertible to a known amount of
cash and subject to an insignificant risk of changes in value. Deposits with
an original maturity of more than three months are recognized as other
financial assets.
2.3.15 Treasury Shares
We apply the par value method to our repurchases of outstanding
American Depositary Shares, or ADSs. Accordingly, the nominal value of
acquired treasury shares is deducted from equity and shown in the sep-
arate item “Treasury shares”. Any premium paid in excess of the nominal
value of a repurchased ADS is deducted from the capital reserve. On the
trade date, we recognize a liability, and on the settlement date, we settle
in cash. We recognize the foreign exchange differences that may occur
between the trade and settlement date as profit or loss.
2.3.16 Leases
At the inception of a contract, we assess whether the contract is, or con-
tains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in ex-
change for consideration. To assess whether a contract conveys the right
to control the use of an identified asset, we assess whether:
the contract involves the use of an identified asset – this may be
specified explicitly or implicitly and should be physically distinct or
represent substantially all of the capacity of a physically distinct asset.
If the supplier has a substantive substitution right, then the asset is not
identified;
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CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
we have the right to obtain substantially all of the economic benefits
from the use of the asset throughout the period of use; and
we have the right to direct the use of the asset. We possess this
right when we hold the decision-making rights that are most relevant
to changing how and for what purpose the asset is used. In rare cases
where the decision about how and for what purpose the asset is used
is predetermined, the Group has the right to direct the use of the asset
if either:
– we have the right to operate the asset; or
– we designed the asset in a way that predetermines how and for
what purpose it will be used.
At inception or on reassessment of a contract that contains a lease com-
ponent, the consideration in the contract is allocated to each lease com-
ponent on the basis of their relative standalone prices. However, for leas-
es of land and buildings in which we are a lessee, we have elected not to
separate non-lease components, and instead account for the lease and
non-lease components as a single lease component.
The right-of-use asset is subsequently depreciated using the straight-
line method from the commencement date to the earlier of the end of the
useful life of the right-of-use asset and the end of the lease term. The
estimated useful lives of right-of-use assets are determined on the same
basis as those of property, plant and equipment. In addition, the right-of-
use asset is periodically reduced by impairment losses, if any, and adjust-
ed for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted using
the incremental borrowing interest rate implicit in the lease or, if that rate
cannot be readily determined, the Group’s incremental borrowing rate.
Generally, the incremental borrowing rate is used as the discount rate.
Lease payments included in the measurement of the lease liability com-
prise the following:
fixed payments, including in-substance fixed payments;
variable lease payments that depend on an index or a rate, initially
measured using the index or rate as of the commencement date;
We recognize a right-of-use asset and a lease liability at the lease com-
mencement date.
amounts expected to be payable under a residual value guarantee;
and
The right-of-use asset is initially measured at cost, which comprises the
initial amount of the lease liability adjusted for any lease payments made
at or before the commencement date, plus any initial direct costs incurred
and an estimate of the costs to dismantle and remove the underlying as-
set or to restore the underlying asset or the site on which it is located, less
any lease incentives received by the Group.
the exercise price under a purchase option that is reasonably certain
to be exercised, lease payments in an optional renewal period if it is
reasonably certain that the extension option is exercised, and penal-
ties for early termination of a lease unless it is reasonably certain that
the contract will not be terminated early.
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PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
The lease liability is subsequently measured at amortized cost using the
EIR method. It is remeasured when there is a change in future lease pay-
ments arising from a change in an index or rate, if there is a change in the
estimate of the amount expected to be payable under a residual value
guarantee, or if we change our assessment of whether we will exercise
a purchase, extension or termination option. When the lease liability is
remeasured, a corresponding adjustment is made to the carrying amount
of the right-of-use asset or is recorded in the consolidated statements
of profit or loss if the carrying amount of the right-of-use asset has been
reduced to zero.
Right-of-use assets are presented separately and lease liabilities are
presented under “Financial liabilities” in the consolidated statements of
financial position.
Depreciation is calculated on a straight-line basis over the estimated use-
ful lives of the assets or shorter lease term, as follows:
2.3.17 Provisions
Provisions are recognized when there is a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of
resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the ob-
ligation. When we expect some or all of a provision to be reimbursed, for
example, under an insurance contract, the reimbursement is recognized
as a separate asset, but only when the reimbursement is virtually certain.
A provision is also recognized for certain contracts with suppliers for
which the unavoidable costs of meeting the obligations exceed the eco-
nomic benefits expected to be received. The economic benefits con-
sidered in the assessment comprise the future benefits we are directly
entitled to under the contract as well as the anticipated future benefits
that are the economic consequence of the contract if these benefits can
be reliably determined.
Right-of-use assets
Buildings
Equipment, tools and installations
Production facilities
Automobiles
Useful life or shorter
lease term (years)
The expense relating to a provision is presented in the consolidated state-
ments of profit or loss net of any reimbursement.
2-25
2.3.18 Share-Based Payments
2-5
2-3
3-4
Employees (and others providing similar services) receive remuneration
in the form of share-based payments, which are settled in equity instru-
ments (equity-settled transactions) or in cash (cash-settled transactions).
Short-Term Leases and Leases of Low-Value Assets
We have elected not to recognize right-of-use assets and lease liabilities
for short-term leases of machinery that have a lease term of 12 months or
less or leases of low-value assets. We recognize the lease payments as-
sociated with these leases as an expense in the consolidated statements
of profit or loss on a straight-line basis over the lease term.
In accordance with IFRS 2, share-based payments are generally divided
into cash-settled and equity-settled. Both types of payment transactions
are measured initially at their fair value as of the grant date. The fair value is
determined using an appropriate valuation model, further details of which
are given in Note 16. Rights granted under cash-settled transactions are
remeasured at fair value at the end of each reporting period until the set-
tlement date. The cost of share-based payment awards is recognized
over the relevant service period, applying either the straight-line method
or the graded vesting method, where applicable.
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2.4 Standards Applied for the First Time
In 2023, the following potentially relevant new and amended standards
and interpretations became effective, but did not have a material impact
on our consolidated financial statements:
Standards/Interpretations
IFRS 17 Insurance Contracts
Amendments to IFRS 17 Insurance contracts:
Initial Application of IFRS 17 and IFRS 9 –
Comparative Information
Amendments to IAS 1 and IFRS Practice Statement 2:
Disclosure of Accounting Policies
Amendments to IAS 8 Accounting policies,
Changes in Accounting Estimates and Errors:
Definition of Accounting Estimates
Amendments to IAS 12 Income Taxes:
Deferred Tax related to Assets and Liabilities arising
from a Single Transaction
Amendments to IAS 12 Income taxes:
International Tax Reform – Pillar Two Model Rules
Date of application
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
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CONSOLIDATED STATEMENTS OF
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CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
These costs are recognized in cost of sales, research and development
expenses, sales and marketing expenses or general and administrative
expenses, together with a corresponding increase in equity (other re-
serves) or other liabilities, over the period in which the service is provided
(the vesting period). The cumulative expense recognized for cash- and
equity-settled transactions at each reporting date until the vesting date
reflects the extent to which the vesting period has expired, and also re-
flects the best estimate of the number of equity instruments expected to
ultimately vest.
Service and non-market performance conditions are not taken into ac-
count when determining the grant date fair value of awards, but the likeli-
hood of the conditions being met is assessed as part of our best estimate
of the number of equity instruments that will ultimately vest. Market per-
formance conditions are reflected within the grant date fair value. Any
other conditions attached to an award, but without an associated service
requirement, are considered to be non-vesting conditions. Non-vesting
conditions are reflected in the fair value of an award and lead to an imme-
diate expensing of an award unless there are also service and/or perfor-
mance conditions.
If we have a choice of settling either in cash or by providing equity instru-
ments, the rights granted are accounted for as an equity-settled transac-
tion, unless there is a present obligation to settle in cash.
If, due to local tax regulations, an amount is withheld for the employee’s
tax obligations and paid directly to the tax authorities in cash on the em-
ployee’s behalf, the entire share-based payment program remains an
equity-settled plan based on the IFRS 2 classification. Accordingly, the
amount withheld for the employee’s tax obligations expected to be paid
directly to the tax authorities is reclassified from “Other reserves” to “Oth-
er non-financial liabilities”.
2.3.19 Cash Dividend
We recognize a liability to pay a dividend when the distribution is autho-
rized. As per the corporate laws of Germany, a distribution is authorized
when it is approved by the general shareholder meeting. A corresponding
amount is recognized directly in equity.
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CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
2.5 Standards Issued but Not Yet Effective
The new and amended standards and interpretations that are issued
but not yet effective by the date of issuance of the financial statements
and that might have an impact on our financial statements are disclosed
below. We have not adopted any standards early and intend to adopt
these new and amended standards and interpretations, if applicable,
when they become effective.
Standards/Interpretations
Amendments to IFRS 16 Leases:
Lease Liability in a Sale and Leaseback
Amendments to IAS 7 Statement of Cash Flows and
IFRS 7 Financial Instruments: Disclosures:
Supplier Finance Arrangements
Amendments to IAS 1 Presentation of Financial Statements:
Classification of Liabilities as Current or Non-Current
Amendments to IAS 1 Presentation of Financial Statements:
Non-current Liabilities with Covenants
Amendments to IAS 21 The Effects of Changes in Foreign
Exchange Rates: Lack of Exchangeability
(1)
Date of application
January 1, 2024
(1)
January 1, 2024
January 1, 2024
January 1, 2024
January 1, 2025
(1) Standards had not yet been endorsed in the European Union at the time of publication.
We do not expect a significant impact from the application of any of these
standards and amendments.
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CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
3 SIGNIFICANT ACCOUNTING
JUDGEMENTS, ESTIMATES
AND ASSUMPTIONS
The preparation of the consolidated financial statements requires
management to make judgments, estimates and assumptions that affect
the reported amounts of revenues, expenses, assets and liabilities, the
accompanying disclosures and the disclosure of contingent liabilities.
Uncertainty about these assumptions and estimates could result in out-
comes that require a material adjustment to the carrying amount of assets
or liabilities affected in future periods.
Significant accounting judgments, as well as key assumptions concerning
the future and other key sources of estimation uncertainty at the reporting
date that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year, are
described below. We based our assumptions and estimates on parame-
ters available when the consolidated financial statements were prepared.
Existing circumstances and assumptions about future developments,
however, may change due to market changes or circumstances arising
that are beyond the control of the Group. Such changes are reflected in
the assumptions when they occur.
Revenues from Contracts with Customers
We applied the following judgments, estimates and assumptions that sig-
nificantly affect the determination of the amount and timing of revenues
from contracts with customers:
Identification and Determination of Performance Obligations
We generate revenues from collaboration and license agreements, which
contain multiple elements, including licenses to use, research, develop,
manufacture and commercialize candidates and products, research and
development services as well as obligations to develop and manufacture
preclinical and clinical material and products. We determined that those
collaboration and license agreements qualify as contracts with custom-
ers. A contract is an agreement between two or more parties that estab-
lishes enforceable rights and obligations. At inception of each agreement,
we apply judgment when determining which promises represent distinct
performance obligations. If promises are not distinct, they are combined
until the bundle of promised goods and services is distinct. For some
agreements, this results in accounting for goods and services promised in
a collaboration and license agreement as a single performance obligation
with a single measure of progress. For these combined performance ob-
ligations, we assess which of these promises is the predominant promise
to determine the nature of the performance obligation. When licenses are
granted, we determined that the grant of the license is the predominant
promise within the combined performance obligations. In our view, we
grant our customers a right to access or a right to use our intellectual
property due to the collaboration and license agreements.
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PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Measurement of the Transaction Price
Our collaboration and license agreements often include variable con-
sideration, which is contingent on the occurrence or non-occurrence
of a future event (i.e., reaching a certain milestone). When determining
deferred revenues from a collaboration and license agreement, we need
to estimate the amount of consideration to which we will be entitled in ex-
change for transferring the promised goods or services to our customers.
As there are usually only two possible outcomes (i.e., milestone is reached
or not), we have assessed that the method of the most likely amount is
the best method to predict the amount of consideration to which we will
be entitled. At contract inception, the most likely amount for milestone
payments is estimated to be zero. We have assessed that the likelihood
of achieving the respective milestone decreases depending on how far
the expected date of achieving the milestone lies in the future. At each
reporting date, we use judgment to determine when to include variable
consideration in the transaction price in such a way that it is highly proba-
ble that a significant revenue reversal in the amount of cumulative revenue
recognized will not occur when the associated uncertainty with respect to
the variable consideration is subsequently resolved. We have concluded
that future milestone payments are fully constrained at the end of the
current financial year.
Future milestone payments would become unconstrained upon the satis-
faction of the milestone event, specifically a development event, regulato-
ry approval or achievement of a sales milestone.
Allocation of the Transaction Price to Performance Obligations and
Revenue Recognition as Performance Obligations are Satisfied
We allocate the transaction price to performance obligations based on
their relative standalone selling prices, which are generally based on our
best estimates and interpretations of facts and circumstances of each
contractual agreement and may require significant judgment to determine
appropriate allocation.
Upfront payments and reimbursement for expenses are initially deferred
on our consolidated statements of financial position. We assessed that
no significant financing component exists within our collaboration agree-
ments since the overall business purpose of advanced payments is to
support the payment structure rather than to provide a significant benefit
of financing. For performance obligations in which the costs vary based
on progress, an input-based measure that takes into account cost in-
curred is the most reliable indicator of the progress of the related re-
search activities. In other cases, revenue recognition on a straight-line
basis may be the most reliable indicator of our performance toward com-
plete satisfaction. If the contractual activities progress, the achievement
of development milestones will be used to measure the progress toward
complete satisfaction. We evaluate the measure of progress in each re-
porting period and, if necessary, adjust the measure of performance and
related revenue recognition. Any such adjustments are recorded on a
cumulative catch-up basis, which would affect revenues and net profit or
loss in the period of adjustment.
Upon successfully commercializing a pharmaceutical product, the collab-
oration and license agreements also provide for additional profit-sharing
or tiered royalties earned when customers recognize net sales of licensed
products as well as sales milestone payments. Revenue is recognized
based on the sales-based or usage-based royalty exemption; i.e., when, or
as, the underlying sales occur, which is when the performance obligation
has been satisfied.
Principal-Agent Considerations
Collaboration agreements that involve two or more partners who con-
tribute to the provision of a specific good or service to a customer are
assessed in terms of principal-agent considerations. Under our current
collaboration agreements, the allocation of marketing and distribution
rights defines territories in which the collaboration partner acts as a prin-
cipal in each case. We recognize revenue net based on the collaboration
partners’ gross profit in territories where the partner is responsible for
supply, and on a gross basis when directly supplying our customers in
our territories when control has been transferred. Amounts paid to col-
laboration partners for their share of our profits earned where we are the
principal in the transaction are recorded as cost of sales.
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Pfizer Agreement Characteristics
With respect to our collaboration with Pfizer, commercial revenues
are recognized based on our collaboration partner’s gross profit from
COVID-19 vaccine sales, which is shared under the respective collabo-
ration agreement. In determining commercial revenues pursuant to this
collaboration agreement, we are reliant on our collaboration partner for
details regarding its gross profit for the period at hand. Some of the infor-
mation which our collaboration partner provides us with to identify the
gross profit is, by necessity, preliminary and subject to change.
Pfizer’s gross profit share is calculated based on sales and takes into
account transfer prices. The latter include manufacturing and shipping
costs, which represent standard prices and include mark-ups on manu-
facturing costs as specified by the terms of the agreement. Manufactur-
ing and shipping cost variances were considered as far as those have
been identified. Nevertheless, those input parameters may be adjusted
once actual costs are determined. The sales as reported by Pfizer have
been used to estimate license obligations in terms of royalties and sales
milestones. Sales milestones and royalties are recognized as they are
earned by the partners. Sales milestones are shared equally, while royalty
payments are borne by the partners on the basis of revenues in the terri-
tories for which the partners are responsible and subsequently deducted
as cost under the gross profit shared. The estimated royalty fees applied
to net sales reflect the license obligations to the extent currently identified
from third-party contractual arrangements. Changes in estimates are ac-
counted for prospectively, when determined.
Manufacturing cost variances include expenses from unused contract
manufacturing capacities and overstock inventories finally scrapped. As
only materialized costs – which means manufacturing capacities finally
lapsed or inventories finally scrapped – are shared with the partner in a
cash-effective manner, the gross profit share impact is anticipated once
assessed as being highly probable to occur. Therefore, information on
Pfizer’s write-downs of inventories is considered. Any changes to this
assessment will be recognized prospectively.
Pfizer’s determination of manufacturing and shipping costs also affects
the transfer prices that have been charged to COVID-19 vaccine supplies
that it manufactures and supplies to us and may be subject to adjustment
whenever manufacturing and shipping cost variances are identified. Like-
wise, our own cost of sales and the respective gross profit share owed
to our partner may be adjusted prospectively, when changes are deter-
mined.
For contract balances related to the Pfizer agreement, see Note 6. Judg-
ment is required in determining whether a right to consideration is uncon-
ditional and thus qualifies as a receivable.
Provisions and Contingencies
We are currently confronted with a number of claims and legal proceed-
ings. They include claims from third parties demanding indemnification
for alleged infringement of a third-party patent or other intellectual propri-
etary rights, as well as product liability claims. In respect of these matters,
we assess whether provisions must be recorded and whether contingen-
cies must be reported.
Due to uncertainties relating to these matters, provisions and contingen-
cies are based on the best information available.
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Significant judgment is required in the determination of whether and when
a provision is to be recorded and what the appropriate amount for such
provision should be. Notably, judgment is required in the following areas:
For further disclosures and carrying amounts relating to provisions as well
as contingencies, see Note 17 and Note 18.
Determining whether an obligation exists
Research and Development Expenses
Determining the probability of an outflow of economic benefits
Determining whether the amount of an obligation is reliably estimable
Estimating the amount of the expenditure required to settle the
present obligation
At the end of each reporting period, we reassess the potential obligations
related to our pending claims and litigation and adjust our respective pro-
visions and contingencies to reflect the current best estimate. In addition,
we monitor and evaluate new information that we receive after the end
of the respective reporting period, but before the consolidated financial
statements are authorized for issue, in order to determine whether this
provides additional information regarding conditions that existed at the
end of the reporting period. Changes to estimates, assumptions and out-
comes compared to previous estimates and assumptions could require
material adjustments to the carrying amounts of the respective provisions
recorded and additional provisions.
The expected timing or amounts of any outflows of economic benefits
resulting from these lawsuits and claims are uncertain and difficult to
estimate or even not estimable, as they generally depend on the duration
of the legal proceedings and settlement negotiations required to resolve
the litigation and claims and the unpredictability of the outcomes of legal
disputes in several jurisdictions.
Disclosures in respect of third-party claims and litigation for which no
provisions have been recognized are made in the form of contingent liabil-
ities, unless a potential outflow of resources is considered remote. It is not
practicable to estimate the financial impact of contingent liabilities due to
the uncertainties around lawsuits and claims as outlined above.
The nature of our business and primary focus of our activities, including
development of our platforms and manufacturing technologies, generate
a significant amount of research and development expenses. Research
costs are expensed as incurred. Development expenditures on an indi-
vidual project are recognized as an intangible asset if, and only if, the cap-
italization criteria are met. Based on our assessment, we have concluded
that, due to the inherent risk of failure in pharmaceutical development
and the uncertainty of approval, these criteria are usually not met before
regulatory approval is achieved. The related expenditure is reflected in
the consolidated statements of profit or loss in the period in which the ex-
penditure is incurred. We have entered into agreements under which third
parties grant licenses to us, which are known as in-license agreements. If
in-licensing results in consideration for the acquisition of intellectual prop-
erty that meets the definition of an identifiable asset, this is capitalized as
an intangible asset. If the transaction also includes research and develop-
ment services to be provided by the licensor, the share of consideration
attributable to these services is recognized in research and development
expenses in line with the performance of the services. The allocation of
consideration attributable to the acquisition of intellectual property and
consideration attributable to the research and development services
provided by the licensor requires management to make judgements and
assumptions. These judgments and assumptions can materially affect our
research and development expenses.
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Business Combinations
In our accounting for business combinations, judgment is required in de-
termining whether an intangible asset is identifiable and whether it should
be recorded separately from goodwill. Additionally, estimating the acqui-
sition-date fair values in conjunction with purchase price allocation in-
volves estimation uncertainty and discretionary decisions. The necessary
measurements are based on information available on the acquisition date
and on expectations and assumptions that have been deemed reason-
able by management. These judgments, estimates and assumptions can
materially affect our financial position and profit.
Intangible Assets
Significant assumptions and estimates are required to determine the ap-
propriate amount of amortization of intangible assets. They relate in par-
ticular to the determination of the underlying useful life. The useful life of an
intangible asset is based on our estimates regarding the period over which
the intangible asset is expected to generate economic benefits for us.
Significant assumptions and estimates are also required for the identifica-
tion of a potential need to recognize an impairment loss. These estimates
include management’s assumptions regarding future cash flow projec-
tions and economic risks that require significant judgment and assump-
tions about future developments. They can be affected by a variety of
factors, including, but not limited to, changes in business strategy, internal
forecasts and the estimation of weighted average cost of capital.
Changes to the assumptions underlying our assessment of the impair-
ment of goodwill and intangible assets could require material adjustments
to the carrying amount of our recognized goodwill and intangible assets,
as well as to the amounts of impairment charges recognized in profit or loss.
Share-Based Payments
Determining the fair value of share-based payment transactions requires
the most appropriate valuation for the specific program, which depends
on the underlying terms and conditions. We used valuation models such
as a binomial or Monte Carlo simulation model for the measurement of the
cash- and equity-settled transactions’ fair value, taking into account cer-
tain assumptions relating to a number of factors, including the volatility of
the stock price, the determination of an appropriate risk-free interest rate,
expected dividends and the probability of reaching a minimum hurdle to
exercise the relevant options. For awards which were granted prior to the
initial public offering, at a time where no quoted market prices existed, the
valuation model assumptions included the option’s underlying share price.
For awards which were granted after the initial public offering, the grant
date’s share prices on the Nasdaq Global Select Market were included in
the valuation.
A fluctuation assumption is applied when estimating the number of equity
instruments for which service conditions are expected to be satisfied
and will be revised if material differences arise. Ultimately, a true-up to the
number satisfied by the settlement date will be recorded.
For further disclosures relating to share-based payments, see Note 16.
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Our management continued to take the view that deferred tax assets
on tax losses carried forward that relate to subsidiaries which have a
loss-making history cannot be recognized. This includes the assessment
that those subsidiaries have neither any taxable temporary differences
nor any tax planning opportunities available that could support the recog-
nition of deferred tax assets.
For further disclosures relating to deferred taxes, see Note 8.
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Income Taxes
We are subject to income taxes in more than one tax jurisdiction. Due to the
increasing complexity of tax laws and the corresponding uncertainty re-
garding the legal interpretation by the fiscal authorities, tax calculations are
generally subject to an elevated amount of uncertainty. To the extent neces-
sary, possible tax risks are taken into account in the form of provisions.
We do not recognize or we would impair deferred tax assets if it is unlike-
ly that a corresponding amount of future taxable profit will be available
against which the deductible temporary differences, tax loss carry for-
wards and tax credits can be utilized. The assessment whether a deferred
tax asset can be recognized or is impaired requires significant judgment,
as we need to estimate future taxable profits to determine whether the
utilization of the deferred tax asset is probable. In evaluating our ability to
utilize our deferred tax assets, we consider all available positive and neg-
ative evidence, including the level of historical taxable income and projec-
tions for future taxable income over the periods in which the deferred tax
assets are recoverable. Based on the requirements in IAS 12, to not place
reliance on future events that are uncertain as they for example cannot be
controlled, managements assessment takes particular into account the
fact that there is an inherent risk of failure in pharmaceutical development
and an uncertainty of approval which is dependent on external regulatory
agencies’ opinions. This also includes management’s assessment on
the character and amounts of taxable future profits, the periods in which
those profits are expected to occur, and the availability of tax planning
opportunities.
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
4 GROUP INFORMATION
Information about Subsidiaries
The consolidated financial statements include the following subsidiaries:
Name
Country of incorporation
Registered office
December 31, 2023
December 31, 2022
% equity interest
BioNTech BioNTainer Holding GmbH
BioNTech Cell & Gene Therapies GmbH
BioNTech Delivery Technologies GmbH
BioNTech Diagnostics GmbH
BioNTech Europe GmbH
BioNTech Idar-Oberstein Services GmbH
BioNTech Individualized mRNA Manufacturing GmbH
BioNTech Innovation and Services Marburg GmbH
BioNTech Innovation GmbH
BioNTech Innovative Manufacturing Services GmbH
BioNTech Manufacturing GmbH
BioNTech Manufacturing Marburg GmbH
BioNTech Real Estate Holding GmbH
BioNTech Real Estate Verwaltungs GmbH
InstaDeep DE GmbH
JPT Peptide Technologies GmbH
NT Security and Services GmbH
reSano GmbH
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Mainz(3)
Mainz(3)
Halle(3)
Mainz(3)
Mainz(3)
Idar-Oberstein(3)
Mainz(3)
Marburg(3)
Mainz(3)
Idar-Oberstein(3)
Mainz(3)
Marburg(3)
Holzkirchen(3)
Holzkirchen(3)
Berlin
Berlin(3)
Mainz(3)
Mainz(3)
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
n/a (2)
100%
100%
100%
(1)
Included during the year ended December 31, 2023.
(2) Fully acquired during the year ended December 31, 2023.
(3) Subsidiary makes use of the exemption of Sections 264 para. 3 and 264b HGB for the 2023 financial year.
Continued on next page
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Information about Subsidiaries
Name
BioNTech Australia Pty Ltd.
BioNTech R&D (Austria) GmbH
BioNTech (Shanghai) Pharmaceuticals Co. Ltd.
InstaDeep France SAS
Biopharma BioNTech Israel Ltd.
New Technologies Re
InstaDeep Nigeria Limited
BioNTech Rwanda Ltd.
BioNTech Sénégal Suarl
BioNTech Pharmaceuticals Asia Pacific Pte. Ltd.
BioNTech Pharmaceuticals Spain S.L
BioNTech Switzerland GmbH
BioNTech Taiwan Co. Ltd.
InstaDeep Tunisia SARL
BioNTech Turkey Tıbbi Ürünler Ve Klinik Araştirma Ticaret Anonim Şirketi
BioNTech UK Ltd.
InstaDeep Ltd.
BioNTech Research and Development, Inc.
BioNTech USA Holding, LLC
BioNTech US Inc.
BioNTech Delivery Technologies (US), LLC
InstaDeep LLC
JPT Peptide Technologies Inc.
Country of incorporation
Registered office
December 31, 2023
December 31, 2022
% equity interest
Australia
Austria
China
France
Israel
Melbourne
Vienna
Shanghai
Paris
Tel Aviv
Luxembourg
Luxembourg
Nigeria
Rwanda
Senegal
Singapore
Spain
Switzerland
Taiwan
Tunisia
Türkiye
United Kingdom
United Kingdom
United States
United States
United States
United States
United States
United States
Lagos
Kigali
Dakar
Singapore
Barcelona
Basel
Taipei
Tunis
Istanbul
London
London
Cambridge
Cambridge
Cambridge
Cambridge
Dover
Cambridge
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
n/a(2)
n/a(1)
n/a(1)
n/a(2)
100%
n/a(1)
100%
n/a(1)
n/a(1)
n/a(1)
n/a(2)
100%
100%
5.3%(2)
100%
100%
100%
n/a(2)
n/a(2)
100%
(1)
Included during the year ended December 31, 2023.
(2) Fully acquired during the year ended December 31, 2023.
(3) Subsidiary makes use of the exemption of Sections 264 para. 3 and 264b HGB for the 2023 financial year.
All entities listed above are included in our consolidated financial statements.
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Parent Company
ATHOS KG, Holzkirchen, Germany, is the sole shareholder of AT Impf
GmbH, Munich, Germany, and beneficial owner of the following percent-
age of ordinary shares in BioNTech at the dates as indicated. ATHOS KG
via AT Impf GmbH has de facto control over BioNTech based on its sub-
stantial shareholding, which practically enables it to exercise the majority
of voting rights to pass resolutions at our Annual General Meeting, or AGM.
Name
AT Impf GmbH
Country of incorporation
Registered office
December 31, 2023
December 31, 2022
Germany
Munich
43.77%
43.42%
Ownership of ordinary shares in BioNTech (in %)
Entity with Significant Influence over the Group
Medine GmbH, Mainz, Germany, owned the following percentage of ordi-
nary shares in BioNTech at the following dates as indicated:
Name
Medine GmbH
Country of incorporation
Registered office
December 31, 2023
December 31, 2022
Germany
Mainz
17.01%
17.38%
Ownership of ordinary shares in BioNTech (in %)
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
5 BUSINESS COMBINATIONS
Acquisition of InstaDeep Ltd.
In July 2023, we acquired InstaDeep Ltd., London, United Kingdom
(InstaDeep), a leading global technology company in the field of artificial
intelligence (AI) and machine learning, by purchasing 100% of the re-
maining shares in InstaDeep not already owned by us. The acquisition is
intended to create a fully integrated, enterprise-wide capability that lever-
ages AI and machine learning technologies across our therapeutic plat-
forms and operations. InstaDeep also continues to provide its services to
clients around the world in diverse industries, including in the technology,
transport and logistics, and industrial and financial services sectors.
The completion of the acquisition took place in July 2023. We performed
an allocation of the total consideration and the underlying assets acquired
(including certain identified intangible assets such as InstaDeep’s Deep-
Chain technology and customer relationships) and liabilities assumed
based on their fair values using the information available as of the acqui-
sition date. The total consideration and the fair values in accordance with
IFRS 3 of the identified net assets acquired of InstaDeep as of July 31,
2023, are as follows:
(in millions €)
Assets
Intangible assets
Property, plant and equipment
Right-of-use assets
Trade receivables
Financial assets - current
Cash and cash equivalents
Other assets non-current and current
Total assets
Liabilities
Deferred tax liabilities
Other liabilities long-term and short-term
Total liabilities
Total identifiable net assets at fair value
Goodwill from the acquisition
Total consideration
Consideration
Cash paid
Cash to be paid in 2024
Designated FX hedge
Shares transferred (approx. 1.1 million shares)
Contingent consideration
Previously held non-listed equity investment (stake of 5.3%)
Total consideration
Fair value recognized
on acquisition
InstaDeep Ltd.
187.6
2.1
0.7
2.4
52.5
21.2
8.7
275.0
45.8
18.2
64.0
211.0
306.5
517.5
358.1
4.0
(8.1)
103.7
31.8
27.9
517.5
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REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
The goodwill mainly comprises the value of expected synergies from
including AI and machine learning technologies across our therapeutic
platforms and operations and intangible assets that are not recognized
separately, such as the acquired skilled workforce and its know-how.
Therefore, the goodwill is allocated almost in full to the CGU immunother-
apies and to a minor extent to a CGU comprising the external InstaDeep
business. The goodwill is not tax deductible.
Deferred tax liabilities relating to temporary differences of the assets
acquired in the business combination were recognized in an amount of
€45.8 million. In line with the deferred tax liabilities assumed, deferred
tax assets relating to temporary differences and tax loss carry forwards
which existed as of the acquisition date were recognized. The deferred
tax assets and liabilities were offset to the extent that the conditions for
offsetting were fulfilled.
Since the acquisition, InstaDeep’s impact on our revenue and profit for the
period has been immaterial. Accordingly, hypothetical amounts for our
revenue and profit for the financial year, which were calculated on the as-
sumption that the acquisition had taken place at the beginning of the year,
would not materially differ from the actual figures reported.
The intangible assets acquired comprise DeepChain technology and
customer relationships. Their fair values were determined based on
the multi-period excess earnings method (MEEM) and amount to
€176.0 million and €7.8 million respectively.
The fair value of the shares transferred is determined based on the num-
ber of shares transferred and the closing price of the ADSs as of July 31,
2023.
The acquisition of InstaDeep is a step acquisition in accordance with IFRS
3.41-3.42A since we already held a 5.3% interest prior to the acquisition. In
prior reporting periods, we recognized changes in the value of this equity
interest in other comprehensive income. The amount of the remeasure-
ment to fair value that was recognized in other comprehensive income is
recognized on the same basis as would be required if we disposed direct-
ly of the previously held equity interest. Based on the total consideration
for the acquired shares (94.7%), the value of the already held shares is
€27.9 million, which results in a loss of €2.2 million shown in other compre-
hensive income in the year ended December 31, 2023.
At the acquisition date, the contingent consideration was recognized at
its fair value of €31.8 million based on cash flow projections in connec-
tion with performance-based future milestone cash payments to eligible
shareholders after a three-year earn-out period. The lower end of the
bandwidth of possible outcomes of the contingent consideration is zero;
the upper limit is €124.6 million. In addition, €12.5 million of potential earn-
out payments are considered remuneration and will be recognized as
personnel expense over a three-year period in which services are to be
provided.
Transaction costs of €6.0 million were expensed and are included in gen-
eral and administrative expenses.
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3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
6 REVENUES FROM CONTRACTS
WITH CUSTOMERS
6.1 Disaggregated Revenue Information
the year ended December 31, 2021, revenues recognized from Pfizer
(€15,500.0 million) and the German Federal Ministry of Health (€1,945.6
million), accounted for more than 10% of total revenues. During the year
ended December 31, 2023, based on the geographic region in which our
customers and collaboration partners are located, we mainly recognized
revenues in the United States (€3,010.9 million) and Germany (€482.7 mil-
lion). During the year ended December 31, 2022, the main geographic re-
gions were United States (€12,709.7 million) and Germany (€3,031.0 mil-
lion). During the year ended December 31, 2021, the main geographic
regions were United States (€14,636.5 million), Germany (€2,241.9 million)
and Belgium (€675.0 million).
Set out below is the disaggregation of the Group’s revenues from con-
tracts with customers:
Commercial Revenues
(in millions €)
Commercial revenues
COVID-19 vaccine revenues
Sales to collaboration partners
Direct product sales to
customers
Share of collaboration partners’
gross profit and sales milestones
Other sales
Research & development
revenues from collaborations
Years ended December 31,
2023
3,815.5
3,776.2
275.3
2022
17,194.6
17,145.2
1,224.3
2021
18,874.0
18,806.8
970.9
473.6
3,184.7
3,007.2
3,027.3
12,736.2
14,828.7
39.3
3.5
49.4
116.0
67.2
102.7
Total
3,819.0
17,310.6
18,976.7
During the year ended December 31, 2023, commercial revenues were
recognized from the supply and sales of our COVID-19 vaccine world-
wide. During the year ended December 31, 2023, our commercial reve-
nues decreased in line with a lower COVID-19 vaccine market demand.
In addition, write-downs by our collaboration partner Pfizer Inc. (Pfizer),
significantly reduced our gross profit share and hence negatively influ-
enced our revenues for the year ended December 31, 2023. We are the
marketing authorization holder in the United States, the European Union,
the United Kingdom, Canada and other countries, and holder of emer-
gency use authorizations or equivalents in the United States (jointly with
Pfizer) and other countries. Pfizer has marketing and distribution rights
worldwide with the exception of China, Germany and Türkiye. Shanghai
Fosun Pharmaceutical (Group) Co., Ltd, or Fosun Pharma, has marketing
and distribution rights in China, Hong Kong special administrative region,
or SAR, Macau SAR and the region of Taiwan. The allocation of marketing
and distribution rights defines territories in which the collaboration part-
ners act as a principal.
During the year ended December 31, 2023, revenues recognized from
Pfizer Inc., or Pfizer (€3,293.0 million) and the German Federal Ministry
of Health (€473.6 million), each account for more than 10% of total reve-
nues. During the year ended December 31, 2022, revenues recognized
from Pfizer (€13,795.8 million) and the German Federal Ministry of Health
(€3,020.5 million) represented more than 10% of total revenues. During
Sales to Collaboration Partners
Sales to collaboration partners represent sales of products manufac-
tured by us to collaboration partners. Whenever responsibilities in the
manufacturing and supply process of the COVID-19 vaccine shift and
the COVID-19 vaccine is transferred, the vaccine is sold from one part-
ner to the other. Under the collaboration with Pfizer, from time to time,
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CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
those sales are significantly influenced by amounts due to write-downs of
inventories as well as costs related to production capacities derived from
contracts with CMOs that became redundant. Those costs represent
accrued manufacturing variances and are charged to our partner once fi-
nally materialized. These manufacturing variances are reflected as trans-
fer price adjustments once identified. The regular reassessment of these
manufacturing variances may result in adjustments to the respective
prior-period revenues. Sales to collaboration partners during the years
ended December 31, 2023, 2022 and 2021 of €74.5 million, €850.0 million
and €31.0 million, respectively, related to the aforementioned manufactur-
ing variances.
Direct Product Sales to Customers
Direct product sales are recognized from supplying COVID-19 vaccine in
our territories Germany and Türkiye. During the years ended December
1, 2023, 2022 and 2021, we recognized €473.6 million, €3,184.7 million
and €3,007.2 million of revenues, respectively. The share of gross profit
that we owe our collaboration partner Pfizer based on our sales is recog-
nized as cost of sales.
Share of Collaboration Partners’ Gross Profit and Sales Milestones
Based on COVID-19 vaccine sales in the collaboration partners’ territories,
we are eligible to receive a share of their gross profit, which represents a
seasonally affected net figure and is recognized as collaboration revenue
during the commercial phase, together with sales milestones. Manufac-
turing cost variances either reflected as transfer price adjustments as
described above or resulting from costs highly probable to be incurred
by the partner, were taken into account when determining the gross prof-
it. During the year ended December 31, 2021, those revenues included
€476.6 million of sales milestones.
The revenues from contracts with customers disclosed above were rec-
ognized as follows:
(in millions €)
2023
2022
2021
Years ended December 31,
Timing of revenue recognition
Goods and services
transferred at a point in time
Goods and services
transferred over time
Revenue recognition
applying the sales-based
or usage-based royalty
recognition constraint mode l (1)
Total
776.3
4,447.2
4,034.3
15.4
127.2
113.7
3,027.3
3,819.0
12,736.2
17,310.6
14,828.7
18,976.7
(1)
Represents sales based on the share of the collaboration partners’ gross profit and sales milestones.
6. 2 Contract Balances
(in millions €)
December 31, 2023
December 31, 2022
Trade and other receivables
Contract liabilities
Refund liabilities
2,155.7
751.8
—
7,145.6
125.5
24.4
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CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Trade and other receivables significantly decreased compared to the
previous year and predominantly comprise trade receivables from our
COVID-19 collaboration with Pfizer as well as our direct product sales to
customers in our territory. The contractual settlement of the gross profit
share has a temporal offset of more than one calendar quarter. As Pfizer’s
financial quarter for subsidiaries outside the United States differs from
ours, it creates an additional time lag between the recognition of revenues
and the payment receipt. Consequently, as of December 31, 2023, our
trade receivables included, in addition to the profit share for the fourth
quarter of 2023, trade receivables which related to the gross profit share
for the third quarter of 2023.
Contract liabilities significantly increased compared to the previous year
as advance payments in connection with the amendment of the COVID-19
vaccine purchase agreement with the European Commission, or EC,
were received. As of December 31, 2023, the contract liabilities included
€386.4 million of such payments under our collaboration with Pfizer
(COVID-19 vaccine), €302.3 million from the German Federal Ministry of
Health and €62.3 million of remaining upfront fees from our collaboration
agreement with Pfizer (Zoster) (as of December 31, 2022: €65.7 million of
remaining upfront fees from collaboration and commercial supply agree-
ments and €56.3 million of advance payments for future COVID-19 vac-
cine sales).
The refund liabilities recognized as of December 31, 2022, represented
consideration which was refunded to the collaboration partner during the
year ended December 31, 2023.
Set out below is the amount of revenue recognized for the periods
indicated:
(in millions €)
2023
2022
2021
Years ended December 31,
Amounts included in contract
liabilities at the beginning
of the year
3.5
63.1
73.7
6.3 Performance Obligations
The contract liabilities allocated to the remaining performance obligations
from collaboration or commercial supply agreements (unsatisfied or par-
tially unsatisfied) as of year-end are as follows:
(in millions €)
Within one year
More than one year
Total
December 31, 2023
December 31, 2022
353.3
398.5
751.8
77.1
48.4
125.5
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3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
7 INCOME AND
EXPENSES
7.1 General Expenses
Cost of Sales
From the year ended December 31, 2022 to the year ended December 31,
2023, cost of sales decreased by €2,395.2 million or 80% from €2,995.0
million to €599.8 million, mainly due to recognizing lower cost of sales
from our decreased COVID-19 vaccine sales, which included the share
of gross profit that we owe our collaboration partner Pfizer based on our
sales. In addition, cost of sales was impacted by expenses arising from
inventory write-offs and expenses for production capacities derived from
contracts with CMOs that became redundant. The effects were driven
by reducing production capacities as well as further fostering the global
production network with our collaboration partners during the year end-
ed December 31, 2023. Based on the regulatory approval obtained with
respect to our Omicron XBB.1.5-adapted monovalent COVID-19 vaccine
during the third quarter of 2023, we reversed the initial write-down of
pre-launch inventory recorded in research and development expensed
to a maximum of the original cost of €46.9 million. Thereof €27.3 million
resulted in cost of sales during the year ended December 31, 2023 as the
respective inventory has been either sold or written down. The remain-
der is presented in inventories as of December 31, 2023 and amounted
to €19.6 million. With respect to the year ended December 31, 2022 the
amount was nil.
Research and Development Expenses
From the year ended December 31, 2022 to the year ended December 31,
2023, our research and development expenses increased by €246.1 mil-
lion or 16% from €1,537.0 million to €1,783.1 million, mainly influenced by
progressing clinical studies for pipeline candidates as well as by our newly
acquired product candidates and the development of variant adapted
COVID-19 vaccines. The increase was further driven by an increase in
wages, benefits and social security expenses resulting from a significant
increase in headcount.
Sales and Marketing Expenses
From the year ended December 31, 2022 to the year ended December 31,
2023, our sales and marketing expenses increased by €3.2 million or 5%
from €59.5 million to €62.7 million, mainly due to increased expenses for
setup and enhancement of commercial IT platforms and an increase in
wages, benefits and social security expenses resulting from an increase
in headcount.
General and Administrative Expenses
From the year ended December 31, 2022 to the year ended December 31,
2023, our general and administrative expenses increased by €13.3 mil-
lion or 3% from €481.7 million to €495.0 million, mainly influenced by in-
creased expenses for IT services as well as by wages, benefits and social
security expenses resulting from an increase in headcount.
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3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
7.2 Other Operating Expenses
7.3 Other Operating Income
Years ended December 31,
Years ended December 31,
(in millions €)
Foreign exchange differences, net
Loss on derivative instruments at
fair value through profit or loss
Litigation costs (1)
Other
Total
2023
252.0
—
29.4
11.6
293.0
2022
—
385.5
3.0
21.5
410.0
2021
(in millions €)
2023
2022
2021
—
Gain on derivative instruments at
fair value through profit or loss
86.3
Government grants
9.0
8.1
Foreign exchange differences, net
Other
103.4
Total
67.6
2.2
—
35.2
105.0
—
1.4
727.4
86.5
815.3
5.7
137.2
446.3
9.2
598.4
(1) Adjustments to prior-year figures relate to costs for external legal advice in connection with certain legal
litigations from general and administrative expenses to other operating expense to reflect changes in
internal reporting also in the external reporting.
During the year ended December 31, 2023, the other expenses increased
compared to the year ended December 31, 2022, which was mainly de-
rived from recognizing foreign exchange differences arising on operating
items. The foreign exchange differences included in operating expenses
primarily arose from valuing our U.S. dollar-denominated trade receiv-
ables which were mainly incurred under our COVID-19 collaboration with
Pfizer, U.S. dollar-denominated trade payables as well as U.S. dollar-de-
nominated other financial liabilities which mainly relate to obligations in-
curred from our license agreements.
During the year ended December 31, 2022, the other operating expenses
increased compared to the year ended December 31, 2021, mainly from
recording the change in fair value of foreign exchange forward contracts
that were entered into during the year ended December 31, 2022, to man-
age some of our transaction exposures but were not designated as hedg-
ing instruments under IFRS.
During the year ended December 31, 2023, the other income decreased
compared to the year ended December 31, 2022, as foreign exchange
differences arising on operating items changed from a positive effect
to a negative effect, which is recorded in other operating expenses
(see Note 7.2).
During the year ended December 31, 2022, the other income increased
compared to the year ended December 31, 2021, which was mainly due
to recognizing foreign exchange differences arising on operating items.
The foreign exchange differences included in operating income primarily
arose from valuing our U.S. dollar-denominated trade receivables which
were mainly incurred under our COVID-19 collaboration with Pfizer, U.S.
dollar-denominated trade payables as well as U.S. dollar-denominated
other financial liabilities which mainly relate to obligations incurred from
our license agreements.
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3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
7.4 Finance Income
(in millions €)
Interest income
Fair value adjustments of financial
instruments measured at fair value
Foreign exchange differences, net
Total
During the year ended December 31, 2023, the finance expenses in-
creased compared to the year ended December 31, 2022, mainly due to
exchange differences derived from our foreign exchange bank deposits
and cash accounts.
2021
1.5
—
66.2
67.7
During the year ended December 31, 2022, the finance expenses de-
creased compared to the year ended December 31, 2021, mainly due to
final settlement of the derivative embedded within the convertible note
which led to financial income whereas during the year ended Decem-
ber 31, 2021, expenses in the amount of €277.8 million were derived from
the respective fair value measurement adjustment.
Years ended December 31,
2023
357.6
162.0
—
519.6
2022
48.5
216.8
65.0
330.3
During the year ended December 31, 2023, the finance income increased
compared to the year ended December 31, 2022, mainly due to interest
income earned on bank deposits and financial securities as well as fair
value adjustments in relation to our money market funds.
7.6 Employee Benefits Expense
During the year ended December 31, 2022, the finance income included
the final fair value measurement adjustments of the derivative embedded
within the convertible note upon the early redemption of the convert-
ible note as of March 1, 2022, the redemption date, as well as interest in-
come from our bank deposits and increased compared to the year ended
December 31, 2021.
(in millions €)
Wages and salaries
Social security costs
Pension costs
Total
Years ended December 31,
2023
617.8
76.7
4.1
698.6
2022
544.8
58.6
2.1
605.5
2021
345.9
31. 7
1.2
378.8
7.5 Finance Expenses
Wages and salaries include, among other things, expenses for share-
based payments.
(in millions €)
Foreign exchange differences, net
Fair value adjustments of financial
instruments measured at fair value
Other
Total
Years ended December 31,
2023
16.0
—
7.9
23.9
2022
—
—
18.9
18.9
2021
—
277.8
27.3
305.1
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3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
8 INCOME TAX
The following table illustrates the current and deferred taxes for the
periods indicated:
Income tax for the years ended December 31, 2023, December 31, 2022,
and December 31, 2021, comprised current income taxes, other taxes
and deferred taxes. We are subject to corporate taxes, the solidarity sur-
charge and trade taxes. Our corporate tax rate in the reporting year re-
mained unchanged (15.0%) as did the solidarity surcharge (5.5%) where-
as the average trade tax rate changed resulting in a combined income
tax rate of 27.1% in the year ended December 31, 2023 (during the years
ended December 31, 2022 and 2021: 27.2% and 30.7%, respectively).
Deferred taxes are calculated at a rate of 27.1%. Current taxes for Austria
are calculated at a corporate tax rate of 24.0%. Austria’s decrease of its
corporate tax rate down to 23.0% in 2024 is be recognized from 2023
onwards for deferred taxes. BioNTech USA Holding, LLC is subject to
Federal Corporate Income Tax (21.0%) as well as State Income Tax in
various state jurisdictions (effective rate of 4.5%). The deferred tax rates
calculations basis remained unchanged compared to the previous period.
(in millions €)
Current income taxes
Deferred taxes
Income taxes
Years ended December 31,
2023
243.1
12.7
255.8
2022
3,629.6
(109.9)
3,519.7
2021
4,535.0
218.9
4,753.9
The following table reconciles the expected income taxes to the income
tax expenses. The expected income taxes were calculated using the
combined income tax rate of BioNTech SE applicable to the Group and
mentioned above which was applied to profit before taxes to calculate the
expected income taxes.
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CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
(in millions €)
Profit before tax
Expected tax credit
Effects
Years ended December 31,
2023
1,186.1
321.8
2022
12,954.1
3,529.7
2021
15,046.4
4,622.5
Deviation due to local tax basis
6.6
8.9
9.1
Deviation due to deviating
income tax rate (Germany and
foreign countries)
Change in valuation allowance
Effects from tax losses and
tax credits
Change in deferred taxes due
to tax rate change
Non-deductible expenses
Non tax-effective income
Non tax-effective share-based
payment expenses
Tax-effective equity transaction
costs
Adjustment prior year taxes
Non-tax effective bargain
purchase
Other effects
Income taxes
Effective tax rate
(0.1)
(14.3)
(66.5)
(2.4)
3.1
(0.6)
7.7
—
5.5
—
(5.0)
255.8
21.6%
7.3
30.6
23.2
(2.3)
2.5
(87.9)
8.7
—
(31.5)
—
30.5
9.4
3.0
19.5
(7.5)
90.5
(0.3)
15.5
(1.2)
(2.9)
(0.7)
(3.0)
3,519.7
27.2%
4,753.9
31.6%
On November 15, 2018, we established a share option program pursuant
to which we were permitted to grant selected employees and our Man-
agement Board options to receive shares in the Company. The program
is designed as an Employee Stock Ownership Plan, or ESOP. We offered
the participants a certain number of rights, or option rights, subject to their
explicit acceptance. Grants under the ESOP took place from November
2018 until December 2019. An exercise of option rights in accordance
with the terms of the ESOP gives a participant the right to obtain shares
against payment of the exercise price. By way of an updated decision
of the Supervisory Board at the end of September 2022 compared to
the initial settlement mechanism, an ESOP settlement may be made by
delivery to the participant of such number of ADSs equal to the net value
of the exercised option rights after deduction of (i) the exercise price and
(ii) the applicable wage taxes (including solidarity surcharge thereon and
church tax, if applicable) and social security contributions resulting from
such exercise. The respective number of ADS shall be settled with ADS
acquired in the course of the share repurchase program. The applicable
wage taxes (including solidarity surcharge thereon and church tax, if
applicable) and social security contributions resulting from such exer-
cise are paid in cash directly to the respective authorities. Expenses for
taxation purposes resulting from the settlement are only recognized once
the option rights have been exercised. After considering the settlements
in the twelve months ended December 31, 2023 and taking into account
the recognition criteria of IAS 12, a deferred tax is not recognized in our
consolidated statement of financial position of €17.8 million which relates
to future settlements.
The current tax savings associated with the excess were directly recog-
nized in equity in a total amount of €19.8 million. Considering these tax
amounts directly recognized in equity when calculating an effective tax
rate, the tax rate would be decreased by about 1.6 percentage points.
The intended settlement mechanism of Option Rights of the Chief Execu-
tive Officer Grant (see Note 16.4 for plan details) led to a deferred tax as-
set in the total amount of €108.8 million as of December 31, 2023. Taking
into account the recognition criteria of IAS 12 this deferred tax asset is not
recognized in our consolidated statements of profit or loss neither recog-
nized directly in equity as other reserves in our consolidated statements
of changes in stockholders’ equity.
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3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Taxes
Deferred taxes for the periods indicated relate to the following:
Year ended December 31, 2023
(in millions €)
Fixed assets
Right-of-use assets
Inventories
Trade and other receivables
Lease liabilities
Contract liabilities
Loans and borrowings
Net employee defined benefit liabilities
Share-based payments
Other provisions
Other (incl. deferred expenses)
Tax losses/tax credits
Deferred tax assets net (before valuation adjustment)
Valuation adjustment
Deferred tax assets/(liabilities), net (after valuation adjustment)
Thereof deferred tax assets
Thereof deferred tax liability
January 1,
2023
Recognized
in P&L
Recognized
in OCI
Recognized directly
in equity
December 31,
2023
15.8
(55.8)
148.9
(162.7)
55.2
(10.0)
7.6
0.7
188.4
11.0
61.5
99.5
360.1
(136.7)
223.4
229.6
(6.2)
20.2
(0.8)
(35.3)
72.7
2.0
(33.0)
(2.8)
(0.1)
12.0
(1.2)
(106.4)
(5.1)
(77.8)
65.1
(12.7)
20.8
(33.5)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(44.4)
—
—
—
—
—
—
—
(58.3)
—
—
—
(102.7)
(66.4)
(169.1)
(169.1)
—
(8.4)
(56.6)
113.6
(90.0)
57.2
(43.0)
4.8
0.6
142.1
9.8
(44.9)
94.4
179.6
(138.0)
41.6
81.3
(39.7)
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CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Taxes
Year ended December 31, 2022
(in millions €)
Fixed assets
Right-of-use assets
Inventories
Trade and other receivables
Lease liabilities
Loans and borrowings
Contract liabilities
Net employee defined benefit liabilities
Other provisions
Share-based payments
Other (incl. deferred expenses)
Tax losses/tax credits
Deferred tax assets net (before valuation adjustment)
Valuation adjustment
Deferred tax assets/(liabilities), net (after valuation adjustment)
Thereof deferred tax assets
Thereof deferred tax liability
January 1,
2022
Recognized
in P&L
Recognized
in OCI
Recognized directly
in equity
December 31,
2022
(6.5)
(47.5)
1.8
(95.6)
48.7
23.1
10.6
0.9
6.3
—
1.6
70.9
14.3
(81.0)
(66.7)
229.6
(6.2)
22.3
(8.3)
147.1
(67.1)
6.5
(15.5)
(20.6)
(0.5)
4.7
8.5
59.9
28.6
165.6
(55.7)
109.9
20.8
(33.5)
—
—
—
—
—
—
—
0.3
—
—
—
—
0.3
—
0.3
—
—
—
—
—
—
—
—
—
—
—
179.9
—
—
179.9
—
179.9
(169.1)
—
15.8
(55.8)
148.9
(162.7)
55.2
7.6
(10.0)
0.7
11.0
188.4
61.5
99.5
360.1
(136.7)
223.4
81.3
(39.7)
3
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163
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
As of December 31, 2023, our accumulated tax losses comprised tax
losses of German entities that were incurred prior to the establishment
of a tax group with BioNTech SE or by entities that are not within the tax
group (as of December 31, 2023: BioNTech Real Estate Verwaltungs
GmbH; as of December 31, 2022: BioNTech BioNTainer Holding GmbH,
BioNTech Idar-Oberstein Services GmbH, NT Security and Services
GmbH, BioNTech Real Estate Verwaltungs GmbH and the Real Estate
partnerships) or U.S. tax group. Up until the year ended December 31,
2022, our accumulated tax losses also comprised those of the German
tax group. Our accumulated tax losses for the periods indicated amount-
ed to the following:
(in millions €)
Corporate tax
Trade tax
(in millions €)
Federal tax credits
State tax credits
Years ended December 31,
2023
260.7
140.1
2022
352.3
204.1
Years ended December 31,
2023
21.3
8.7
2022
4.0
1. 6
2021
272.0
170.6
2021
0.8
0.3
Up until the year ended December 31, 2023, deferred tax assets on tax
losses were only partially recognized, as there was not sufficient probabil-
ity in terms of IAS 12 that future taxable profits would have been available
against which all the unused tax losses could have been utilized.
The amount of deductible temporary differences, unused tax losses, and
unused tax credits for which no deferred tax asset is recognized in the
statement of financial position as of December 31, 2023 is €531.5 million.
Thus as of December 31, 2023, we have not recognized deferred tax
assets for unused tax losses and temporary differences in an amount
of €138.0 million (December 31, 2022: €136.7 million 31 December 2021
€81.0 million).
A reorganization of the intellectual property rights within the Group be-
came effective as of June 30, 2023 and July 1, 2023 which led to deferred
tax effects in Germany, the U.S. and Austria. As a result, BioNTech SE
recognized deferred tax assets and deferred tax income at the time of the
transaction. In addition, this transaction led to a revaluation of previously
unrecognized U.S. federal and state deferred tax assets, including unused
tax losses and unused tax credits. As of December 31, 2022, there were
unrecognized U.S. federal and state deferred tax assets of €128.9 million.
As of December 31, 2023, it is considered highly probable that taxable
profits for the U.S. tax group will be available against which the deferred
tax assets can be utilized in the near future, fulfilling the requirements
set out by IAS 12. Therefore we no longer continue to maintain the full
non-recognition of deferred tax assets of our U.S. tax group as there will
be future taxable profits available against which the unused tax losses
and temporary differences can be utilized. As of December 31, 2023,
we maintain the non-recognition of deferred tax assets for unused U.S.
federal and state tax losses and tax credits at an amount of €31.9 million
and €2.8 million, respectively, as there is not sufficient probability in terms
of IAS 12 that future taxable income will be available against which these
unused tax losses can be utilized. The material unrecognized U.S. federal
and state tax losses and tax credits will begin to expire in 2036.
3
BioNTech | Annual Report 2023
164
The Group does not recognize deferred tax liabilities for taxable tem-
porary differences associated with investments in subsidiaries, in cases
where the Group is able to control the timing of the reversal of the tempo-
rary difference and it is probable that the temporary differences will not
reverse in the foreseeable future. The aggregate amount of temporary dif-
ferences associated with investments in subsidiaries, for which deferred
tax liabilities have not been recognized, is €2.8 million.
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
3
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165
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
9 EARNINGS PER SHARE
The following table reflects the income and share data used in the basic
and diluted EPS calculations:
Basic earnings per share (EPS) is calculated by dividing the profit for the
year attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the year.
Diluted EPS is calculated by dividing the profit attributable to ordinary
equity holders of the parent by the weighted average number of ordinary
shares outstanding during the year, plus the weighted average number
of ordinary shares that would be issued on conversion of all the dilutive
potential ordinary shares into ordinary shares.
(in millions €,
except per share data)
Profit attributable to ordinary
equity holders of the parent
for basic earnings
Weighted average number
of ordinary shares outstanding
for basic EPS
Effects of dilution from
share options
Weighted average number
of ordinary shares outstanding
adjusted for the effect of dilution
Earnings per share
Basic earnings for the period
per share
Diluted earnings for the period
per share
Years ended December 31,
2023
2022
2021
930.3
9,434.4
10,292.5
240.6
243.3
244.0
2.1
6.5
15.7
242.7
249.8
259.7
3.87
3.83
38.78
42.18
37.77
39.63
3
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166
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
10 OTHER INTANGIBLE
ASSETS AND GOODWILL
Goodwill
(in millions €)
Acquisition costs
As of January 1, 2022
Currency differences
As of December 31, 2022
As of January 1, 2023
Acquisition of subsidiaries and businesses
Currency differences
As of December 31, 2023
Intangible Assets with Indefinite Useful Lives
Goodwill
57.8
3.4
61.2
61.2
306.9
(5.6)
362.5
(in millions €)
Goodwill
Intangible assets with indefinite
useful life
Total
CGU Immunotherapies
External Product Sales of JPT
External Business of InstaDeep
Total
As of
December 31,
2023
As of
December 31,
2022
As of
December 31,
2023
As of
December 31,
2022
As of
December 31,
2023
As of
December 31,
2022
As of
December 31,
2023
As of
December 31,
2022
352.2
444.5
796.7
60.7
—
60.7
0.5
—
0.5
0.5
—
0.5
9.8
—
9.8
—
—
—
362.5
444.5
807.0
61.2
—
61.2
3
BioNTech | Annual Report 2023
167
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Considering updated financial information regarding our COVID 19 vac-
cine business an additional impairment test for our CGU immunothera-
pies was performed as of December 31, 2023. The recoverable amount
of the CGU immunotherapies was once again determined based on a fair
value less cost of disposal (FVLCD), which we derived based on our mar-
ket capitalization as of December 31, 2023.
As a result of the additional analysis for the CGU immunotherapies, we did
not identify an impairment for the CGU immunotherapies. Even if our mar-
ket capitalization had been approximately 10% lower, FVLCD would have
still been above the respective carrying amount of the CGU.
The intangible assets resulting from licensing and collaboration agree-
ments are combined into one class of assets due to their similar nature
and use in our operations and are attributed to the CGU immunotherapies.
A sensitivity analysis of the key assumptions, future cash flows and
weighted average cost of capital, was performed as part of the scheduled
impairment testing of the intangible assets not yet available for use. The
sensitivity analysis did not give rise to any impairment loss, either for a
reduction of 10% in future cash flows or for a 10% increase in the weighted
average cost of capital.
For the year ended December 31, 2023, we have total goodwill of €362.5
million, which relates almost completely to the CGU immunotherapies.
The CGU immunotherapies focuses on the development of therapies to
address a range of rare and infectious diseases and comprises our broad
pipeline that includes mRNA-based immune activators, antigen-targeting
T cells and antibodies and defined immunomodulators of various immune
cell mechanisms.
We performed our annual impairment test in October 2023.
The recoverable amount of the CGU immunotherapies has been deter-
mined based on a fair value less cost of disposal (FVLCD), which we derived
based on our market capitalization as an observable input parameter.
The recoverable amount of the CGU JPT and the CGU external business
of InstaDeep has been determined based on the value in use. In assessing
value in use, the estimated future cash flows, which are derived based on
the strategic business plan approved by the management, are discounted
to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to
the assets. A long-term growth rate of 1.0% is applied to project future
cash flows after the last year of the detailed planning period.
As a result of the analysis in October 2023, we did not identify an impair-
ment for these CGUs.
Intangible assets with indefinite useful lives mainly comprised intangible
assets not yet available for use of €443.5 million. Such assets are not
amortized and therefore reviewed for impairment annually. An impairment
test was performed on an individual basis of the assets in the fourth quar-
ter of 2023. The recoverable amounts were determined based on value in
use. The results did not give rise to any impairment losses.
3
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168
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Other Intangible Assets
(in millions €)
Acquisition costs
As of January 1, 2022
Additions
Disposals
Reclassifications
Currency differences
As of December 31, 2022
As of January 1, 2023
Additions
Acquisition of subsidiaries and businesses
Disposals
Reclassifications
Currency differences
As of December 31, 2023
Concessions, licenses,
in-process R&D and
similar rights
Advance
payments
191.6
22. 8
(0.1)
6.1
1.9
222.3
222.3
489.2
187.4
(1.6)
4.9
(3.6)
898.6
7.8
11. 4
—
(6.1)
—
13.1
13.1
15.8
—
(1.6)
(4.9)
—
22.4
Total
199.4
34.2
(0.1)
—
1.9
235.4
235.4
505.0
187.4
(3.2)
—
(3.6)
921.0
Continued on next page
3
BioNTech | Annual Report 2023
169
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Other Intangible Assets
(in millions €)
Cumulative amortization and impairment charges
As of January 1, 2022
Amortization
Disposals
Currency differences
As of December 31, 2022
As of January 1, 2023
Amortization
Disposals
Currency differences
As of December 31, 2023
(in millions €)
Carrying amount
As of December 31, 2022
As of December 31, 2023
Concessions, licenses,
in-process R&D and
similar rights
Advance
payments
54.8
22.0
(0.1)
0.2
76.9
76.9
40.5
(0.3)
(0.2)
116.9
—
—
—
—
—
—
—
—
—
—
Concessions, licenses,
in-process R&D and
similar rights
145.4
781.7
Advance
payments
13.1
22.4
Total
54.8
22.0
(0.1)
0.2
76.9
76.9
40.5
(0.3)
(0.2)
116.9
Total
158.5
804.1
3
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170
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
The increase in other intangible assets by €645.6 million from December
31, 2022 to December 31, 2023 was mainly related to the acquisition of
InstaDeep (see Note 5) and licenses fulfilling the definition of identifiable
assets acquired. We entered into license and collaboration agreements
in which we work together with partners to develop pharmaceutical prod-
ucts and, provided regulatory approval is granted, commercialize them.
The upfront payments in connection with the license and collaboration
agreements described below resulted in the recognition of intangible
assets not yet available for use in the amount of €443.5 million and a pre-
payment for future development activities recognized in the other non-
financial assets (€22.5 million as at December 31, 2023, see also Note 14).
In March 2023, we entered into license and collaboration agreements
with Duality Biologics (Suzhou) Co. Ltd., Shanghai, China, or Duality, for
exclusive licenses to two investigational ADC assets (BNT323/DB-1303
and BNT324/DB-1311) directed against targets expressed in a broad
range of human cancers. In August 2023, we signed another exclusive
agreement with Duality to develop, manufacture and commercialize an
additional ADC, BNT325/DB-1305. Duality received upfront payments
totaling $220.0 million (€203.7 million) and is eligible to receive future
milestone payments as well as tiered royalties.
In April 2023, we entered into a licensing and collaboration agreement
with OncoC4 Inc., Rockville (Maryland), United States, or OncoC4, which
includes joint development of BNT316/ONC-392 in a range of solid tumor
indications, with the parties equally sharing development costs for such
joint development studies. BioNTech holds the exclusive worldwide com-
mercialization rights for this product candidate. OncoC4 received an up-
front payment of $200.0 million (€181.5 million, thereof €125.2 million paid
for the acquisition of an intangible asset) and is eligible to receive future
milestone payments as well as tiered royalties.
In November 2023, we entered into a strategic research collaboration
and worldwide license agreement with MediLink Therapeutics (Suzhou)
Co., Ltd., or MediLink Therapeutics, for the development of a next-gen-
eration ADC, BNT326/YL202, against Human Epidermal Growth Factor
Receptor 3 (HER3). MediLink Therapeutics received an upfront payment
of $70.0 million (€64.1 million) and is eligible to receive future milestone
payments as well as tiered royalties.
In December 2023, we entered into an exclusive global license and col-
laboration with Biotheus Inc., or Biotheus, under which we will be devel-
oping, manufacturing and commercializing Biotheus’ bispecific antibody
candidate BNT327/PM8002 globally ex-Greater China. We agreed to an
upfront payment of $55.0 million (€50.6 million) plus future milestone and
royalty payments.
In July 2023, in connection with the acquisition of InstaDeep we acquired
DeepChain technology. As of December 31, 2023 the book value of Deep-
Chain technology amounted to €163.3 million with a remaining useful life
of 6.6 years.
3
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171
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
11 PROPERTY, PLANT AND
EQUIPMENT
(in millions €)
Acquisition and production costs
As of January 1, 2022
Additions
Disposals
Reclassifications
Currency differences
As of December 31, 2022
As of January 1, 2023
Additions
Acquisition of subsidiaries and businesses
Disposals
Reclassifications
Currency differences
As of December 31, 2023
Land and
buildings
Equipment, tools
and installations
Construction in progress
and advance payments
104.1
100.2
—
12.0
0.7
217.0
217.0
9.7
—
—
9.3
(0.6)
235.4
198.3
46.7
(1.1)
28.2
0.9
273.0
273.0
50.3
2.1
(2.4)
22.3
(1.2)
344.1
94.3
182.3
(0.5)
(40.2)
(0.4)
235.5
235.5
189.4
—
(0.2)
(31.6)
(3.6)
389.5
Total
396.7
329.2
(1.6)
—
1.2
725.5
725.5
249.4
2.1
(2.6)
—
(5.4)
969.0
Continued on next page
3
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172
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
PROPERTY, PLANT AND
EQUIPMENT
(in millions €)
Cumulative depreciation and impairment charges
Land and
buildings
Equipment, tools
and installations
Construction in progress
and advance payments
As of January 1, 2022
Depreciation
Disposals
Currency differences
As of December 31, 2022
As of January 1, 2023
Depreciation
Disposals
Currency differences
As of December 31, 2023
(in millions €)
Carrying amount
As of December 31, 2022
As of December 31, 2023
14.2
7.8
—
—
22.0
22.0
14.4
—
(0.2)
36.2
60.0
34.6
(0.4)
0.1
94.3
94.3
83.3
(1.7)
(0.3)
175.6
—
—
—
—
—
—
—
—
—
—
Land and
buildings
Equipment, tools
and installations
Construction in progress
and advance payments
195.0
199.2
178.7
168.5
235.5
389.5
Total
74.2
42.4
(0.4)
0.1
116.3
116.3
97.7
(1.7)
(0.5)
211.8
Total
609.2
757.2
3
BioNTech | Annual Report 2023
173
Non-Current Assets by Region
As of December 31, 2023, non-current assets comprised €158.2 million
in other intangible assets, goodwill, property, plant and equipment,
right-of-use assets and other assets of our subsidiaries incorporated
in the United States (as of December 31, 2022: €188.0 million) as well
as €511.7 million in the United Kingdom (as of December 31, 2022: nil),
respectively. The remaining non-current assets of €1,469.0 million (as of
December 31, 2022: €871.9 million) mainly relate to entities incorporated
in Germany.
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
3
BioNTech | Annual Report 2023
174
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
12 FINANCIAL ASSETS AND
FINANCIAL LIABILITIES
In general, the aim is to protect and maximize the financial resources
available for further research and development projects.
Since December 1, 2021, we have an investment and asset management
policy in place that contains policies and processes for managing cash
and cash equivalents. Under this policy, our investment portfolio is to be
maintained in a manner that minimizes risks to the invested capital. These
risks include mainly credit risk and concentration risk. The portfolio must
provide liquidity in a timely manner to accommodate operational and
capital needs. The portfolio is managed by the Treasury department.
12.1 Capital Risk Management
Our capital management objectives are designed primarily to finance our
growth strategy.
We are not subject to externally imposed capital requirements. Our capital
management objectives were achieved in the years ended December 31,
2023, and 2022.
Our treasury committee reviews the total amount of cash and cash
equivalents on a regular basis. As part of this review, the committee con-
siders total cash and cash equivalents, cash outflow, currency translation
differences and refinancing activities. We monitor cash using a burn rate.
The cash burn rate is defined as the average monthly net cash flow from
operating and investing activities during a financial year.
(in millions €)
December 31, 2023
December 31, 2022
Cash at banks and on hand
Cash equivalents
Bank deposits
Money market funds
Reverse Repo
Total
453.1
11,210.6
2,589.5
7,446.1
1,175.0
11,663.7
1,325.2
12,549.9
9,401.0
3,148.9
—
13,875.1
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
12.2 Categories of Financial Instruments
Financial Assets and Liabilities at Amortized Cost and at Fair Value through
OCI and Profit or Loss
Set out below is an overview of financial assets and liabilities at amortized
cost and at fair value through OCI and profit or loss, as of the dates indicated:
December 31, 2023
(in millions €)
Financial assets measured at fair value
Money market funds
Non-listed equity investments
Listed equity investments
Financial assets not measured at fair value
Trade and other receivables
Security investments
Other financial assets
Bank deposits
Reverse Repo
Cash at banks and on hand
Financial liabilities measured at fair value
Foreign exchange forward contracts
Contingent consideration
Financial liabilities not measured at fair value
Lease liabilities
Loans and borrowings
Trade payables and other payables
Other financial liabilities
Category (1)
Carrying
amount
Level 1
(Fair value)
Level 2
(Fair value)
Level 3
(Fair value)
FVTPL
FVTOCI
FVTOCI
AC
AC
AC
AC
AC
AC
FVTPL
FVTPL
n/a
AC
AC
AC
7,446.1
7,446.1
27.1
26.0
2,155.7
5,989.7
18.6
2,589.5
1,175.0
453.1
0.4
38.8
216.7
2.3
354.0
414.9
—
26.0
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
0.4
—
—
—
—
—
—
27.1
—
—
—
—
—
—
—
—
38.8
—
—
—
—
Total
7,446.1
27.1
26.0
2,155.7
5,989.7
18.6
2,589.5
1,175.0
453.1
0.4
38.8
216.7
2.3
354.0
414.9
(1) Financial assets and liabilities categorized at amortized costs mainly correspond to fair value. Fair values
are not disclosed because the book values represent a reasonable approximation of fair value. We do not
make a disclosure for cash and cash equivalents, trade receivables and trade payables.
Continued on next page
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REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
December 31, 2022
(in millions €)
Financial assets measured at fair value
Foreign exchange forward contracts
Money market funds
Non-listed equity investments
Listed equity investments
Financial assets not measured at fair value
Trade and other receivables
Other financial assets
Bank deposits
Cash at banks and on hand
Financial liabilities measured at fair value
Contingent consideration
Financial liabilities not measured at fair value
Lease liabilities
Loans and borrowings
Trade payables and other payables
Other financial liabilities
Category (1) Carrying amount
Level 1
(Fair value)
Level 2
(Fair value)
Level 3
(Fair value)
Total
FVTPL
FVTPL
FVTOCI
FVTOCI
AC
AC
AC
AC
183.7
3,148.9
57.1
20.0
7,145.6
8.8
9,401.0
1,325.2
FVTPL
6.1
n/a
AC
AC
AC
210.1
2.1
204.1
785.1
—
3,148.9
—
20.0
—
—
—
—
—
—
—
—
—
183.7
—
57.1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
6.1
—
—
—
—
183.7
3,148.9
57.1
20.0
7,145.6
8.8
9,401.0
1,325.2
6.1
210.1
2.1
204.1
785.1
(1) Financial assets and liabilities categorized at amortized costs mainly correspond to fair value. We do not
make a disclosure for cash and cash equivalents, trade receivables and trade payables. Fair values are
disclosed because the book values represent a reasonable approximation of fair value.
3
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Equity investments designated at Fair Value through OCI
Measurement of fair values
Financial investments in equity securities measured at fair value through
other comprehensive income comprise the following effects:
The following table shows the valuation techniques used in measuring fair
values for financial instruments in our consolidated statements of financial
position, as well as the significant unobservable inputs used.
(in millions €)
December 31, 2023
December 31, 2022
Type
Valuation technique
Net gain on equity instruments designated
at fair value through other comprehensive
income
Total
3.7
3.7
10.5
10.5
Forward exchange
contracts
Non-listed equity
investments
Listed equity
investments
Money market funds
Contingent
consideration
Discounted cash flow using
par method. Expected future
cash flows based on foreign
exchange forwards
discounted over the
respective remaining term
of the contracts using the
respective deposit interest
rates and spot rates.
Quantitative and qualitative
factors such as actual and
forecasted results, cash
position and financing round
valuations.
Significant
unobservable inputs
n/a
Actual and forecasted
results
Cash position
Nature and pricing indication
of latest financing round
Stock prices of the listed
companies and applicable
exchange rates, if the listing
is in a foreign currency.
n/a
Quoted prices on an active
market
n/a
Present value of expected
future payments and reflecting
changes in expected
achievement of underlying
performance parameters
and compounding effects.
Expected future payments
Applied cost of capital
3
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REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
12.3 Recurring Fair Values (Level 3)
12.4 Financial Instruments Risk Management Objectives
and Policies
The following table shows the recurring fair value measurement of the
contingent considerations and the effect of the measurements on our
consolidated statements of profit or loss for the current period.
(in millions €)
As of January 1, 2022
As of January 1, 2023
Purchases
Net effect on profit or loss
Net change in fair value
As of December 31, 2023
Contingent
consideration
6.1
6.1
31.8
0.9
38.8
The sensitivity of the fair values of contingent considerations in fair value
level 3 to the significant, unobservable, variable input factors, with all other
factors remaining constant, is shown in the following table:
Contingent consideration
Input factor
Cash flow projections
Discount rate
Change in
assumptions
10%
1%
Change in fair value
with increasing
input factor
(in millions €)
Change in fair value
with decreasing
input factor
(in millions €)
3.4
(0.8)
(3.4)
0.8
The estimated fair value of non-listed equity investments would, for exam-
ple, increase (decrease) if price of latest financing round were to increase
(decrease) and the overall company value were higher (lower).
Our financial liabilities mainly comprise obligations derived from license
agreements, trade and other payables, lease liabilities, contingent consid-
eration, loans and borrowings, hedging liabilities as well as other financial
liabilities. The main purpose of these financial liabilities is to enable our
operations. Our principal financial assets include mainly cash, security in-
vestments and trade receivables that derive directly from our operations.
We are exposed to market risk, credit risk and liquidity risk. Our Manage-
ment Board oversees the management of these risks.
The treasury committee provides assurance to our Management Board
that our financial risk activities are governed by appropriate policies
and procedures and that financial risks are identified, measured and
managed in accordance with our policies and risk objectives. The
Management Board reviews and agrees policies for managing each of
these risks, which are summarized below.
12.5 Market Risks
Market risks address the risks that the fair value or future cash flows of a
financial instrument will fluctuate due to changes in market prices. Market
risks comprise three types of risk: interest risks, foreign currency risks
and other price risks. Financial instruments affected by market risks in-
clude financial assets such as security investments, trade and other re-
ceivables, cash and cash equivalents as well as financial liabilities such as
trade payables and other financial liabilities. We do not consider interest
risks as well as other price risks as material risks to us.
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
There were no material changes in the way the risks were managed and
valued during the years ended December 31, 2023, and 2022. Because
of the significantly higher cash balance and security investments – the
market risk exposure on counterparty risk increased compared to the
previous period.
Foreign Currency Risks
Foreign currency risks address the risks that the fair value or future cash
flows of an exposure will fluctuate because of changes in foreign ex-
change rates. We are subject to currency risks, as our income and ex-
penditures are denominated in Euro and the U.S. dollar. As such, we are
exposed to exchange rate fluctuations between these currencies. Cash
inflows denominated in U.S. dollar mainly result from generating pro-
ceeds under our collaboration agreements. Our commercial revenues are
primarily collaboration revenues from earnings based on our partners’
gross profit, which is shared under the respective collaboration agree-
ments and represents payments we receive in U.S. dollar. Cash outflows
dominated in U.S. dollar mainly result from amounts spent on research
and development activities and license obligations as well as expanding
our global footprint further. With the aim of preserving capital, surplus
liquidity is mainly invested in domestic currency investments as exchange
rate fluctuations can reduce the value of our financial positions. We limit
the effects of the identified risks by means of a coordinated and con-
sistently implemented risk strategy. Besides applying natural hedging
relationships where possible, foreign exchange forward contracts are
concluded, as a matter of principle, as instruments to mitigate foreign
currency exchange risk associated with foreign currency-denominated
payments. However, the foreign exchange forward contracts which we
entered into were not designated as hedging instruments under IFRS.
The carrying amount of the monetary assets and liabilities denominated in
U.S. dollar at the dates indicated are as follows:
(in millions €)
December 31, 2023
December 31, 2022
Cash and cash equivalents in U.S. dollar
Monetary assets in U.S. dollar
Monetary liabilities and provisions
in U.S. dollar
Total
122.6
1,191.9
567.3
747.2
1,487.4
7,098.5
1,527.8
7,058.1
The following tables demonstrate the sensitivity to a reasonable, possible
change in U.S. dollar exchange rates or U.S. dollar forward rates, with all
other variables held constant. The impact on our profit before tax is due to
changes in the fair value of monetary assets and liabilities. The exposure
to foreign currency changes for all other currencies is not material.
3
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
1 € =
Currency
U.S. dollar
(in millions €)
2023
2022
Closing rate
Average rate
Country
United States
2023
1.1050
2022
1.0666
2023
1.0813
2022
1.0530
Change
in U.S. dollar rate
Effect on profit/
(loss) before tax
Effect on
pre-tax equity
+5%
-5%
+5%
-5%
(35.5)
39.2
(195.2)
215.7
(35.5)
39.3
(191.5)
211.7
12.6 Credit Risk Management
Credit risks address the risks that a counterparty will not meet its obli-
gations under a financial instrument or customer contract, leading to a
financial loss. We are exposed to credit risks from our operating activities,
including security investments, bank deposits, reverse repos, foreign
exchange transactions, trade and other receivables and cash at banks.
The maximum exposure to credit risk for the components of the con-
solidated statements of financial position as of December 31, 2023, and
December 31, 2022, are the carrying amounts as illustrated in Note 12.1
and Note 12.2.
Security Investments, Bank Deposits, Reverse Repos and Cash at banks
Our financial management is dedicated predominantly to the goal of cap-
ital preservation. Thus, all our financial activities are focused towards
avoiding risks and, where they cannot be avoided, actively managing and
minimizing them. Credit risks from balances with security investments,
bank deposits, reverse repos and cash at banks are managed by our
Treasury department in accordance with our investment and asset man-
agement policy.
Our security investments are solely invested in the highest-quality liq-
uid assets (e.g. core European sovereign, supranational and agency
bonds) and bank deposits with a maturity of more than 3 months (held at
selected banks, exclusively rated as investment grade). They do not bear
any currency risks or material credit risks. The bank deposits are held at
selected banks, exclusively rated as investment grade. We limit our invest-
ment engagements individually and track each credit risk continuously.
For reverse repos, only investment-grade counterparties qualify as our
business partners and even secured investments are solely collateralized
by high-quality liquid assets.
Accordingly, credit risks from these financial assets are limited. Before
entering into new business relationships and during ongoing business
relationships, we evaluate our business partners with regard to their indi-
vidual default risk. Therefore, we do not presume an increased credit risk
as of the balance sheet date and determine the impairment loss based on
the upcoming twelve months.
The calculated expected credit losses were not material as of December
31, 2023, and December 31, 2022.
3
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Trade and Other Receivables
12.7 Liquidity Risk
Our exposure to credit risks of trade and other receivables is primarily re-
lated to transactions with corporate customers in the biopharma/biotech
industry that operate in the United States or Germany, as well as govern-
ments which are customers, in connection with fulfilling our commercial
obligations in our territories as defined in our contracts with customers.
An analysis of the aging of receivables and the creditworthiness of cus-
tomers is used to evaluate this risk at each reporting date. We follow risk
control procedures to assess the credit quality of our customers taking
into account their financial position, past experience and other factors.
We plan to invest heavily in R&D as we make a strong drive to build out our
global development organization and diversify our therapeutic area foot-
print. Additionally, we plan to enhance capabilities through complemen-
tary acquisitions, technologies, infrastructure and manufacturing. Our
liquidity management ensures the availability of cash and cash equiva-
lents, short term financial instruments for operational activities and further
investments through appropriate budget planning. In addition, a sufficient
level of cash and cash equivalents, which are managed centrally, is always
maintained to finance the operational activities.
As of December 31, 2023, outstanding trade and other receivables were
mainly due from our collaboration partner Pfizer. Besides well-estab-
lished pharmaceutical companies and governmental institutions, our oth-
er customers – to a smaller extent – are medical universities, other public
institutions and peers in the biopharma industry, which have good credit
ratings. Due to this customer portfolio, the credit risk on trade and other
receivables is generally very low. We have not incurred material bad debt
expense and do not expect that this will change with respect to the trade
and other receivables outstanding as of December 31, 2023.
We monitor liquidity risks using a liquidity planning tool.
Ultimately, the responsibility for liquidity risk management lies with our
Management Board, which has established an appropriate approach to
managing short-, medium- and long-term financing and liquidity require-
ments. We manage liquidity risks by holding appropriate reserves based
on our COVID-19 sales, as well as by monitoring forecasted and actual
cash flows and reconciling the maturity profiles of financial assets and
liabilities. Significant reserves currently exist and were generated during
the Covid-19 pandemic.
The expected credit risk on trade and other receivables derived from
applying the simplified approach in calculating expected credit losses
was not material as of December 31, 2023, and December 31, 2022.
Risk Concentration
Concentrations arise when the number of counterparties is small or when
a larger number of counterparties is engaged in similar business activi-
ties, or activities in the same geographical region, or has economic fea-
tures that would cause their ability to meet contractual obligations to be
affected similarly by changes in economic, political or other conditions.
Concentrations indicate the relative sensitivity of our performance to de-
velopments affecting a particular industry. We only have a limited number
of customers mainly comprising pharmaceutical companies and govern-
mental institutions.
3
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
The maturity profile of our financial liabilities based on contractual undis-
counted payments is summarized as follows:
Year ended December 31, 2023
(in millions €)
Loans and borrowings
Trade and other payables
Lease liabilities
Contingent consideration
Foreign exchange forward contracts
Other financial liabilities
Total
Year ended December 31, 2022
(in millions €)
Loans and borrowings
Trade and other payables
Lease liabilities
Contingent consideration
Other financial liabilities
Total
Less than 1 year
1 to 5 years
More than 5 years
—
354.0
34.1
—
0.4
414.9
803.4
2.3
—
136.6
57.5
—
—
196.4
—
—
73.7
0.3
—
—
74.0
Less than 1 year
1 to 5 years
More than 5 years
—
204.1
40.5
—
785.1
1,029.7
2.1
—
112.9
—
—
115.0
—
—
79.1
6.1
—
85.2
Total
2.3
354.0
244.4
57.8
0.4
414.9
1,073.8
Total
2.1
204.1
232.5
6.1
785.1
1,229.9
3
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
12.8 Changes in Liabilities Arising
from Financing Activities
Year ended December 31, 2023
(in millions €)
Current obligations under lease contracts
Non-current obligations under lease contracts
Loans and borrowings
Total
Year ended December 31, 2022
(in millions €)
Current obligations under lease contracts
Non-current obligations under lease contracts
Loans and borrowings
Convertible note – embedded derivative
Total
January 1,
2023
36.0
174.1
2.1
212.2
January 1,
2022
27.9
153.7
119.9
308.7
610.2
Cash flows
and disposals Reclassification
Other
New leases
December 31,
2023
(40.3)
—
0.2
(40.1)
(0.6)
51.1
—
50.5
34.1
(34.1)
—
—
(1.1)
(2.5)
—
(3.6)
28.1
188.6
2.3
219.0
Cash flows
and disposals Reclassification
Other
New leases
December 31,
2022
(41.1)
—
(18.0)
—
(59.1)
14.8
52.6
—
—
67.4
33.3
(33.3)
—
—
—
1.1
1.1
(99.8)(1)
(308.7)(1)
(406.3)
36.0
174.1
2.1
—
212.2
(1) Related to the early redemption of our convertible note during the year ended December 31, 2023,
as further described in Note 15.
3
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REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
13 INVENTORIES
(in millions €)
December 31, 2023
December 31, 2022
Raw materials and supplies
Unfinished goods
Finished goods
Total
347.5
4.0
6.2
357.7
409.7
21.0
8.9
439.6
During the year ended December 31, 2023 expenses from inventory
write-downs to net realizable value due to inventories expected to be
unsellable, not fulfilling the specification defined by our quality stan-
dards, shelf-life expiry or disposals resulted in €94.5 million, compared to
€484.6 million in the previous period. The inventories valued at net
realizable value in our consolidated statements of financial position as of
December 31, 2023, take contractual compensation payments into con-
sideration. We have not pledged any inventories as securities for liabilities.
During the years ended December 31, 2023, and 2022, costs of inven-
tories in the amount of €354.4 million and €1,550.6 million, respectively,
were recognized as cost of sales.
3
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
14 OTHER NON-FINANCIAL ASSETS
(in millions €)
Deferred expenses
Sales tax receivable
Prepayments related
to CRO and CMO contracts
Other
Total
Total current
Total non-current
December 31, 2023
December 31, 2022
313.2
5.2
—
45.9
364.3
280.9
83.4
120.0
93.8
35.3
29.3
278.4
271.9
6.5
Deferred expenses mainly comprise prepayments for future expenses
of €151.1 million (nil as of December 31, 2022) for the settlement fee of the
European Commission to our collaboration partner and prepayments
for our collaborations with OncoC4 Inc., Rockville, USA, €22.5 million
(nil as of December 31, 2022), Ryvu Therapeutics S.A., Krakau, Poland,
€15.7 million (€19.7 million as of December 31, 2022) and Medigene
Immunotherapies GmbH, Planegg/Martinsried, €5.1 million (€9.4 million
as of December 31, 2022). Prior year deferred expenses mainly comprise
service contracts and insurance obligations.
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
15 ISSUED CAPITAL AND RESERVES
As of December 31, 2023, the number of shares outstanding was
237,725,735. This amount excludes 10,826,465 shares held in treasury.
For the year ended December 31, 2022, the number of shares outstand-
ing was 243,215,169, excluding 5,337,031 shares held in treasury.
Capital Transactions During the Year Ended December 31, 2023
In March 2022, our Management Board and Supervisory Board autho-
rized the 2022 share repurchase program of ADSs, pursuant to which
we were permitted to repurchase ADSs, each representing one ordinary
share, with a value of up to $1.5 billion a two-year period, commencing on
May 2, 2022. The first tranche of our 2022 share repurchase program of
ADSs, with a value of up to $1.0 billion, concluded on October 10, 2022.
The second tranche with a value of up to $0.5 billion commenced on
December 7, 2022 and concluded on March 17, 2023.
The following repurchases under the programs occurred:
2022 Program first tranche ($1.0 billion)
Period
May 2022
June 2022
July 2022
August 22
September 22
October 2022
Total
Number of
ADSs purchased
917,988
1,160,219
519,320
1,666,515
2,280,988
400,483
6,945,513
Average price paid
per ADS
$151.76 (€143.99)
$140.82 (€133.35)
$162.03 (€159.40)
Net amount spent
(in millions)
$139.3 (€132.2)
$163.4 (€154.7)
$84.1 (€82.8)
$149.08 (€148.24)
$248.4 (€247.0)
$135.95 (€137.66)
$136.37 (€139.09)
$310.1 (€314.0)
$54.6 (€55.7)
$999.9 (€986.4)
Continued on next page
3
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187
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
2022 Program second tranche ($0.5 billion)
Period
January 2023
February 2023
March 2023
Total
Number of
ADSs purchased
618,355
857,620
745,196
2,221,171
Average price paid
per ADS
$142.26 (€131.12)
$138.05 (€129.06)
$128.49 (€121.08)
Net amount spent
(in millions)
$88.0 (€81.1)
$118.4 (€110.7)
$95.7 (€90.2)
$302.1 (€282.0)
In March 2023, our Management Board and Supervisory Board autho-
rized the 2023 share repurchase program, under which we were per-
mitted to purchase ADSs, each representing one ordinary share, with a
value of up to $0.5 billion, which started June 2, 2023 and concluded on
September 18, 2023.
The following repurchases under the programs occurred:
Program 2023 ($0.5 billion)
Period
June 2023
July 2023
Aug 23
Sep 23
Total
Number of
ADSs purchased
1,532,685
1,738,061
1,261,706
114,513
4,646,965
Average price paid
per ADS
$108.92 (€100.45)
$107.92 (€97.57)
$105.07 (€95.85)
$112.22 (€105.07)
Net amount spent
(in millions)
$166.9 (€154.0)
$187.6 (€169.6)
$132.6 (€120.9)
$12.9 (€12.0)
$500.0 (€456.5)
3
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188
In June 2022, at the Annual General Meeting, our shareholders approved
the proposed special cash dividend of €2.00 per ordinary share (including
those held in the form of ADSs), which led to an aggregate payment of
€484.3 million.
In November and December 2022, the ESOP 2018 and LTI-plus awards
were settled by transferring ordinary shares previously held in treasury to
the entitled employees and Management Board members (see Note 16).
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Capital Transactions During the Year Ended December 31, 2022
In January 2022, we announced a new research, development and
commercialization collaboration with Pfizer to develop potentially the first
mRNA-based vaccine for the prevention of shingles (herpes zoster virus,
or HZV). In connection with this collaboration, Pfizer agreed to make an
equity investment in us, acquiring 497,727 ordinary shares paying a total
amount of €110.6 million. The issuance of 497,727 ordinary shares with
the nominal amount of €0.5 million was registered with the commercial
register (Handelsregister) on March 24, 2022. The equity investment,
which was issued in a foreign currency, represents a derivative from the
date of signing until the date of closing of the transaction. From the fair
value measurement of this derivative, €43.0 million were recognized in
finance income in our consolidated statements of profit or loss during the
year ended December 31, 2022. At the closing date, in February 2022,
this derivative and the agreed investment amount were recognized in our
capital reserve and, taking an increase in share capital of €0.5 million into
account, led to a net increase of the capital reserve of €67.1 million in our
consolidated statements of financial position.
In March 2022, we redeemed our convertible note by exercising our early
redemption option (see Note 12), which was fulfilled in April 2022, by is-
suing 1,744,392 ordinary shares. The nominal amount of €1.8 million was
recorded in share capital and, finally, as a result of the transaction, the
capital reserve increased by €233.2 million in our consolidated state-
ments of financial position. The declaratory registration with the commer-
cial register (Handelsregister) was made on May 20, 2022.
3
BioNTech | Annual Report 2023
189
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
16 SHARE-BASED PAYMENTS
During the years ended December 31, 2023, 2022, and 2021, our share-
based payment arrangements led to the following expenses:
(in millions €)
Note
2023
Expense arising from equity-settled share-based payment arrangements
Employee Stock Ownership Plan
Chief Executive Officer Grant
Management Board Grant (1)
BioNTech 2020 Employee Equity Plan for Employees Based Outside
North America
InstaDeep Employee Incentive Plan (2)
Expense/(Income) arising from cash-settled share-based payment
arrangements
Employee Stock Ownership Plan
Management Board Grant (1)
BioNTech Restricted Stock Unit Plan for North America Employees
16.5
16.4
16.3
16.1
16.5
16.2, 16.3
16.1
Total
Cost of sales
Research and development expenses
Sales and marketing expenses
General and administrative expenses
Total
44.1
—
1.2
3.2
36.3
3.4
7.3
(0.9)
(2.4)
10.6
51.4
6.5
33.4
1.0
10.5
51.4
Years ended December 31,
2022
46.5
13.8
3.1
4.3
25.3
—
61.5
53.4
—
8.1
108.0
3.0
84.6
0.8
19.6
108.0
2021
61.0
20.2
5.9
2.4
32.5
—
32.7
6.3
3.6
22.8
93.7
7.0
60.5
0.5
25.7
93.7
3
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
(1)
In May 2021 and 2022, phantom options were granted under the Management Board Grant for the years
2021 and 2022 which led to a modification from an equity-settled to cash-settled share-based payment
arrangement and a reclassification of €1.1 million and €3.3 million between equity and non-current other
liabilities, respectively. Expenses incurred before and after the modification dates have been disclosed
as equity-settled or cash-settled share-based payment arrangement, respectively. The amount includes
expenses incurred with respect to a one-time signing bonus granted to Jens Holstein as of his appointment
to the Management Board (see Note 21.2).
(2) As part of the acquisition of InstaDeep (see Note 5), it was agreed to issue long-term equity awards with
a total target incentive value of £15.0 million, each for options and RSUs. The allocation shall be made in a
manner consistent with BioNTech's existing share-based payment arrangements. The arrangement was
communicated to the employees as part of the acquisition but relates to future services. Following the
rules of IFRS 2, starting with the service commencement date during the year ended December 31, 2023
and in advance of the grant date, expenses were recorded based on the estimated grant date fair values
and numbers of equity instruments.
During the years ended December 31, 2023, 2022 and 2021, our share-
based payment arrangements led to a cash outflow of €766.2 million,
€51.8 million and €13.4 million, respectively. We expect to settle the equi-
ty-settled share-based payment arrangements of our 2020 Management
Board Grant (see Note 16.3), the Chief Executive Officer Grant (see Note
16.4) and the Employee Stock Ownership Plan (see Note 16.5) on a net
basis by delivering to the participant a number of ADSs equal to the net
value of the exercised option rights after deduction of (i) the exercise price
and (ii) the applicable wage taxes (including solidarity surcharge thereon
and church tax, if applicable) and social security contributions resulting
from such exercise. This reduces the dilutive impact of the respective
rights compared to an all-equity settlement. If all of the equity-settled
rights outstanding as of December 31, 2023, were to be exercised ac-
cordingly, the cash outflow to the tax authority in 2024 would amount
to approximately €213.0 million (based on the share price as of Decem-
ber 31, 2023).
16.1 BioNTech Employee Equity Plan
BioNTech 2020 Employee Equity Plan for Employees Based Outside
North America (Equity-Settled)
Description of Share-Based Payments
In December 2020, we approved the BioNTech 2020 Employee Equity
Plan for employees based outside North America, or the European Plan.
Under the European Plan, Restricted Stock Units, or RSUs, are offered to
our employees.
Award agreements were entered as of the respective grant dates in
February 2021 (LTI 2020 and LTI-plus program), January 2022 (LTI 2021
program) and December 2022 (LTI 2022 program). RSUs issued under
the LTI 2020, LTI 2021 and LTI 2022 programs vest annually in equal
installments over respective waiting periods of four years, commencing
in December 2020, December 2021 and December 2022, respectively.
RSUs issued under the LTI-plus program vested annually in equal install-
ments over the waiting period of two years, which elapsed in December
2022. Hence, during the year ended December 31, 2022, the LTI-plus
awards were settled by transferring shares previously held in treasury,
see Note 15. All programs were classified as equity-settled as we have the
ability to determine the method of settlement.
Measurement of Fair Values
The fair values of the awards issued under the European Plan were based
upon the price of our ADSs representing ordinary shares at the grant date.
3
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Reconciliation of Outstanding Share-Options
As of January 1, 2022
Forfeited/Modified
Granted/Allocated
Settled (1)
As of December 31, 2022
As of January 1, 2023
Forfeited/Modified
As of December 31, 2023
Thereof vested
Thereof unvested
LTI-plus program
LTI 2020 program
LTI 2021 program
LTI 2022 program
372,011
(7,932)
—
(364,079)
—
—
—
—
—
—
242,416
(7,111)
—
—
235,305
235,305
(4,400)
230,905
175,523
55,382
110,036
(5,428)
—
—
104,608
104,608
(3,497)
101,111
51,905
49,206
—
—
396,11
—
396,11
396,11
(16,141)
379,969
96,466
283,503
(1) The closing price of an American Depositary Share of BioNTech on Nasdaq on December 15, 2022, the
settlement date, converted from USD to Euro using the exchange rate published by the German Central
Bank (Deutsche Bundesbank) on the same day was €171.40.
Inputs Used in Measurement of the Fair Values at Grant Dates
Weighted average fair value
Waiting period (in years)
LTI-plus program
LTI 2020 program
LTI 2021 program
LTI 2022 program
87.60
2.0
92.21
4.0
203.22
4.0
165.03
4.0
3
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
BioNTech 2020 Restricted Stock Unit Plan
for North America Employees (Cash-Settled)
16.2 Management Board Grant –
Short-Term Incentive (Cash-Settled)
Description of Share-Based Payments
In December 2020, we approved the BioNTech 2020 Restricted Stock
Unit Plan for North America Employees, or the North American Plan.
Under the North American Plan, RSUs are offered to our employees.
These RSUs vest over four years, with 25% vesting one year after the
service commencement date and the remainder vesting in equal quar-
terly installments thereafter. The first awards under the North American
Plan were granted in February 2021. The service date for these awards
is the date as of which the employee became employed by BioNTech US.
During the years ended December 31, 2023, and 2022, further awards
were granted under the North American Plan, which included awards
granted to new-hire employees and ongoing, recurring awards to exist-
ing employees on the approximate anniversary of each employee’s start
date of employment with BioNTech US. As these RSUs are intended to
be cash-settled upon vesting, the awards were defined as a cash-settled
share-based payment arrangement. During the years ended December
31, 2023, 2022 and 2021, the exercise of RSUs resulted in a cash outflow
of €10.0 million, €9.4 million and €10.1 million, respectively.
As of December 31, 2023, the liability related to these awards amounted
to €14.4 million (€13.4 million as of December 31, 2022).
Management Board’s service agreements also include a short-term in-
centive compensation component, which is an annual performance-relat-
ed bonus for the years of their respective service periods.
50% of those yearly awards are paid out one year after the achievement
of the performance targets for the respective bonus year has been deter-
mined, subject to an adjustment relative to the performance of the price
of the American Depositary Shares representing our ordinary shares
during that year (second installment). The second installments represent
cash-settled share-based payment arrangements. The fair values of the
liabilities are recognized over the awards’ vesting periods beginning when
entering or renewing service agreements, i.e., the service commence-
ment date, until each separate determination date and are remeasured
until the settlement date. As of December 31, 2023, the liability related to
these awards amounted to €2.1 million (€2.3 million as of December 31,
2022).
3
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193
The right to receive options generally represents an equity-settled share-
based payment arrangement. The allocation of the number of issued op-
tions in 2020 occurred in February 2020. In May 2021 and May 2022, the
Management Board received phantom options equivalent to the number
of options the Management Board members would have been entitled to
receive for 2021 and 2022, which led to a modification from equity-settled
to cash-settled share-based payment arrangement and a reclassifica-
tion of €1.1 million and €3.3 million between equity and non-current other
liabilities as of the respective allocation dates. During 2023, options were
granted in May 2023.
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
16.3 Management Board Grant Long-Term Incentive
(Partly Equity-Settled, Partly Cash-Settled)
Description of Share-Based Payments
Our Management Board’s service agreements provide for long-term
incentive compensation (Management Board Grant – LTI) through an
annual grant of options to acquire BioNTech shares during their respec-
tive service periods. The options granted each year are subject to the
terms and conditions of the respective authorizations of the Annual
General Meeting creating our Employee Stock Ownership Plan (ESOP)
and the applicable option agreements thereunder.
The options vest annually in equal installments over four years commenc-
ing on the first anniversary of the allocation date and are exercisable four
years after the allocation date. The vested options can only be exercised
if each of the following performance criteria has been achieved: (i) at the
time of exercise, the current price is equal to or greater than the threshold
amount (that is, the exercise price, provided that such amount increases
by seven percentage points on each anniversary of the allocation date);
(ii) at the time of exercise, the current price is at least equal to the target
price (that is, (a) for the twelve-month period starting on the fourth anni-
versary of the allocation date, $8.5 billion divided by the total number of
the ordinary shares outstanding immediately following the initial public
offering (other than ordinary shares owned by BioNTech), and (b) for
each twelve-month period starting on the fifth or subsequent anniversary
of the allocation date, 107% of the target share price applicable for the
prior twelve-month period); and (iii) the closing price for the fifth trading
day prior to the start of the relevant exercise window is higher than the
exercise price by at least the same percentage by which the Nasdaq
Biotechnology Index or a comparable successor index as of such time is
higher than such index was as of the last trading day before the allocation
date. Following the expiry of the waiting period, option rights may be ex-
ercised during the exercise windows as set out in the ESOP agreement.
The option rights can be exercised up to ten years after the allocation
date. If they have not been exercised by that date, they will be forfeited
without compensation.
3
BioNTech | Annual Report 2023
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Measurement of Fair Values
A Monte-Carlo simulation model has been used to measure the fair values
at the (estimated) allocation dates of the Management Board Grant. This
model incorporates the impact of the performance criteria regarding
share price and index development described above. The parameters
used for measuring the fair values as of the respective (estimated) alloca-
tion dates were as follows:
Weighted average fair value
Weighted average share price
Exercise price (2)
Expected volatility
Expected life (years)
Risk-free interest rate
Allocation date
February 2020
Allocation date
May 12, 2021(1)
Allocation date
May 17, 2021(1)
Allocation date
May 2022(1)
€10.83
€28.20
€28.32
36.6%
4.8
1.6%
€29.05
€168.44
€167.63
49.7%
4.6
3.9%
€27.64
€179.46
€169.08
49.7%
4.6
3.9%
€38.88
€147.84
€137.65
49.7%
5.8
3.9%
(1) Classified as cash-settled share-based payment arrangement; all other share-based payment
(2) The share options allocated as of February 2020 and May 2023 as well as the phantom share
arrangements are classified as equity-settled.
options allocated as of May 2021 and 2022 are subject to an effective exercise price cap.
Weighted average fair value (1)
Weighted average share price (1)
Exercise price (1)
Expected volatility
Expected life (years) (1)
Risk-free interest rate
(1) Valuation parameter for estimated allocation dates derived from the Monte-Carlo simulation model.
Allocation date
May 2023
Estimated
allocation date
2024
Estimated
allocation date
2025
Estimated
allocation date
2026
€46.29
€98.93
€105.42
47.2%
5.8
3.7%
€43.67
€95.51
€96.82
47.7%
5.8
3.9%
€39.97
€95.51
€99.74
43.0%
5.8
3.9%
€32.86
€95.51
€105.13
36.8%
5.8
3.9%
3
BioNTech | Annual Report 2023
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
For the awards with estimated allocation dates, the exercise prices of
options expected to be allocated have been derived from the Monte-Carlo
simulation model. Those will be adjusted until the actual allocation has
occurred and the exercise price has ultimately been determined.
All options are subject to an effective exercise price cap, which means that
the exercise price shall be adjusted to ensure that the current price of an
ADS as of the exercise date does not exceed 800% of the exercise price.
With respect to the LTI 2020 agreement, the maximum economic benefit
receivable in respect of any exercised option is capped at $246.24, with
the effective exercise price being capped at a Euro amount equivalent
to $30.78. With respect to the phantom share options issued under the
LTI 2021 and 2022 as well as the options issued under the LTI 2023 pro-
grams, the maximum compensation that the Management Board mem-
bers are entitled to receive under such programs, together with other
compensation components received by each such board member in the
respective grant year, shall not exceed €20.0 million for Ugur Sahin as
Chief Executive Officer (CEO) and €10.0 million for all other Management
Board members.
Expected volatility was based on an evaluation of the historical volatilities
of comparable companies over the historical period commensurate with
the expected option term. The expected term was based on general
option holder behavior for employee options.
3
BioNTech | Annual Report 2023
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Reconciliation of Outstanding Share-Options
The (phantom) share options allocated and expected to be allocated to
our Management Board as of December 31, 2023, are presented in the
table below.
(Phantom) share options outstanding
Thereof allocated and vested but subject to performance and
waiting requirements
Thereof allocated and unvested
Weighted average exercise price (€)
(1) Classified as cash-settled share-based payment arrangement; all other share-based payment
arrangements are classified as equity-settled.
Allocation date
February 2020
Allocation date
May 12, 2021 (1)
Allocation date
May 17, 2021 (1)
Allocation date
May 2022 (1)
248,096
186,072
62,024
28.32
45,279
22,640
22,639
167.63
6,463
3,232
3,231
169.08
86,118
21,531
64,587
137.65
Share options outstanding/expected to be allocated
Thereof allocated and unvested
Weighted average exercise price (€)
(1) Valuation parameter derived from the Monte-Carlo simulation model.
Allocation date
May 2023 (1)
Estimated allocation
date 2024 (1)
Estimated allocation
date 2025 (1)
Estimated allocation
date 2026 (1)
130,586
130,586
105.42
164,148
—
96.82
118,312
—
99.74
93,561
—
105.13
For the awards with estimated allocation dates, the numbers of options
expected to be allocated have been derived from a Monte-Carlo simula-
tion model. Those will be adjusted until the actual allocation has occurred
and the number of options granted has ultimately been determined.
As of December 31, 2023, the share options allocated and expected to
be allocated under our equity-settled share-based payment arrange-
ments had a remaining weighted average expected life of 4.1 years (as of
December 31, 2022: 4.0 years).
As of December 31, 2023, the liability related to the phantom option
awards amounted to €3.6 million (€5.6 million as of December 31, 2022).
3
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
16.4 Chief Executive Officer Grant (Equity-Settled)
Measurement of Fair Values
A Monte-Carlo simulation model has been used to measure the fair value
at the grant date of the Chief Executive Officer Grant. This model incor-
porates the impact of the performance criteria regarding share price and
index development described above in the calculation of the award’s fair
value at the grant date. The inputs used in the measurement of the fair val-
ue at the grant date of the Chief Executive Officer Grant were as follows:
Weighted average fair value
Weighted average share price
Exercise price
Expected volatility
Expected life (years)
Risk-free interest rate
Grant date
October 9, 2019
€5.63
€13.60
€13.60
41.4%
5.4
1.5%
Expected volatility was based on an evaluation of the historical volatilities
of comparable companies over the historical period commensurate with
the expected term. The expected term was based on general option
holder behavior for employee options.
Description of Share-Based Payments
In September 2019, we granted Ugur Sahin an option to purchase
4,374,963 of our ordinary shares, subject to Sahin’s continuous employ-
ment with us. The options’ exercise price per share is the Euro translation
of the public offering price from our initial public offering, €13.60 ($15.00),
which is subject to the effective exercise price cap and the maximum cap
mechanism. Under the exercise price cap the exercise price shall be ad-
justed to ensure that the current price of an ADS as of the exercise date
does not exceed 800% of the exercise price. Under the maximum cap
mechanism the maximum economic benefit receivable in respect of any
exercised option is capped at $240.00 with the effective exercise price
being capped at a Euro amount equivalent to $30.00.
The options vest annually in equal installments after four years commenc-
ing on the first anniversary of the initial public offering and have a waiting
period of four years after the initial public offering. The vested option
rights can only be exercised if and to the extent that each of the following
performance criteria has been achieved: (i) at the time of exercise, the
current price is equal to or greater than the threshold amount (that is,
the exercise price, provided that such amount increases by seven per-
centage points on each anniversary of the allocation date); (ii) at the time
of exercise, the current price is at least equal to the target price (that
is, (a) for the twelve-month period starting on the fourth anniversary of
the allocation date, $8.5 billion divided by the total number of the shares
outstanding immediately following the initial public offering (other than
shares owned by us), and (b) for each twelve-month period starting on the
fifth or subsequent anniversary of the allocation date, 107% of the target
share price applicable for the prior twelve-month period); and (iii) the clos-
ing price for the fifth trading day prior to the start of the relevant exercise
window is higher than the exercise price by at least the same percentage
by which the Nasdaq Biotechnology Index or a comparable successor
index as of such time is higher than such index was as of the last trading
day before the allocation date. Following the expiry of the waiting period,
option rights may be exercised during the exercise windows as defined
by our ESOP. The option rights can be exercised up to ten years after the
allocation date. If they have not been exercised by that date, they will be
forfeited without compensation.
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198
versary date. Following the expiry of the waiting period, option rights may
be exercised within a period of four weeks from the date of the Annual
General Meeting or the publication of the annual financial statements, the
semi-annual report or our most recent quarterly report or interim report
(exercise windows). The option rights can be exercised up to eight years
after the allocation date. If they have not been exercised by that date, they
will be forfeited without compensation.
By way of a shareholders’ resolution of the general meeting on August
19, 2019, the authorization to issue such option rights was amended such
that, in order for the options to be exercisable, the average closing price
of the Company’s shares or the average closing price of the right or cer-
tificate to be converted into an amount per share on the ten trading days
immediately preceding the exercise must exceed the strike price by a
minimum of 28%, with this percentage increasing by seven percentage
points as of the fifth anniversary of the issue date and as of each subse-
quent anniversary date. Furthermore, in addition to the aforementioned
requirements, the exercise is only possible if the share price (calculated
by reference to the price of the ordinary share underlying the ADS) has
performed similar to or better than the Nasdaq Biotechnology Index.
The changes made do not affect option rights already issued.
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Reconciliation of Outstanding Share-Options
On October 9, 2023, with the final installment vesting, all 4,374,963
options became exercisable under the rules of the ESOP and the ESOP
agreement. During the year ended December 31, 2023, no options were
exercised.
As of December 31, 2023, the share options outstanding had a remaining
weighted average expected life of 1.1 years (as of December 31, 2022:
2.1 years).
16.5 Employee Stock Ownership Plan
(Partly Equity-Settled, Partly Cash-Settled)
Description of Share-Based Payments
Based on an authorization of the general meeting on August 18, 2017, we
established a share option program under which we granted selected
employees options to receive our shares. The program is designed as an
Employee Stock Ownership Plan, or ESOP. We offered participants a cer-
tain number of option rights by their explicit acceptance of an option rights
agreement. The exercise of option rights in accordance with the agree-
ment gives the participants the right to obtain shares against payment
of the exercise price. With respect to the Management Board members
serving at the time of allocation, the options are subject to the effective
exercise price cap and maximum cap mechanisms. Under the exercise
price cap, the exercise price shall be adjusted to ensure that the current
price of an ADS as of the exercise date does not exceed 800% of the
exercise price. Under the maximum cap mechanism, the maximum eco-
nomic benefit receivable in respect of any exercised option, is capped
at $240, with the effective exercise price being capped at a Euro amount
equivalent to $30.00. Under the ESOP, the option rights (other than Özlem
Türeci’s, and Ryan Richardson’s options) fully vest after four years and can
be exercised if: (i) the waiting period of four years has elapsed; and (ii) at
the time of exercise, the average closing price of the shares of the Com-
pany or the average closing price of the right or certificate to be converted
into an amount per share on the previous ten trading days preceding the
exercise of the option right exceeds the strike price by a minimum of 32%,
with this percentage increasing by eight percentage points as of the fifth
anniversary of the respective issue date and as of each subsequent anni-
3
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Measurement of Fair Values
The fair value of the ESOP has been measured using a binomial model.
Service conditions attached to the arrangement were not taken into
account in measuring the fair value.
The share options can only be exercised by the grantee if the price of
the share is equal or greater to the threshold amount as defined in the
arrangement. Moreover, the option rights can only be exercised if the IPO
has occurred. Both conditions have been incorporated into the fair value
at the grant date.
The inputs used in the measurement of the fair values at the grant date of
the ESOP were as follows:
Weighted average fair value
Weighted average share price
Exercise price (1)
Expected volatility
Expected life (years)
Risk-free interest rate
Grant date
November 15, 2018
Grant dates between
February 21 and
April 3, 2019
Grant dates between
April 29 and
May 31, 2019
Grant date
December 1, 2019
€7.41
€14.40
€10.14
46.0%
5.8
0.1%
€6.93
€15.72
€15.03
46.0%
6.0
0.1%
€7.04
€16.03
€15.39
46.0%
6.0
0.1%
€9.49
€19.84
€15.82
46.0%
5.5
0.1%
(1) With respect to the Management Board members appointed as such at the time the options were granted,
the options are subject to the effective exercise price cap as well as the maximum cap mechanism.
Expected volatility has been based on an evaluation of the historical and
the implied volatilities of comparable companies over the historical period
commensurate with the expected term. The expected term has been
based on general option holder behavior for employee options.
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Reconciliation of Outstanding Share-Options (Equity-Settled)
Set out below is an overview of changes to share options outstanding and
number of ordinary shares underlying these options that occurred during
the periods indicated:
Number of
ordinary shares
underlying
options
Weighted
average
exercise
price(€) (1)
Share options
outstanding
As of January 1, 2022
642,007
11,556,124
Modified (2)
Exercised (3)
As of December 31, 2022
As of January 1, 2023
Exercised (3)
As of December 31, 2023
Thereof vested
Thereof unvested
(1,040)
(18,720)
(583,383)
(10,500,890)
57,584
57,584
(39,785)
17,799
17,799
—
1,036,514
1,036,514
(716,121)
320,393
320,393
—
10.23
10.14
10.14
11.10
11.10
11.04
11.24
11.24
—
(1) With respect to the Management Board members appointed as such at the time the options were granted,
the options are subject to the effective exercise price cap as well as the maximum cap mechanism.
(2) Rights have been modified to cash-settled righ ts, all other terms remained unchanged.
(3) The average closing price of an American Depositary Share of BioNTech on Nasdaq weighted over
the various dates immediately preceding the settlement dates, converted from USD to Euro using the
exchange rate published by the German Central Bank (Deutsche Bundesbank) on the same days was
€96.49 and €160.44 for all settlements during the years ended December 31, 2023 and 2022, respectively.
In September 2022, the Supervisory Board determined the ESOP settle-
ment by the delivery of treasury shares (in the form of ADSs) equal to the
net value of the exercised option rights after deduction of (i) the exercise
price and (ii) the applicable wage taxes (including solidarity surcharge
thereon and church tax, if applicable) and social security contributions
resulting from such exercise. The settlement was applied during the ex-
ercise windows in 2022 and 2023. The applicable wage taxes (including
solidarity surcharge thereon and church tax, if applicable) and social
security contributions resulting from and withheld upon the exercise
amounted to €724.0 million and were paid in January 2023 in cash directly
to the respective authorities. The settlement mechanism decision did
not change the rights as such, neither did it change the classification as
equity- settled option rights.
As of December 31, 2023, the share options outstanding under our equity-
settled share-based payment arrangements had a remaining weighted
average expected life of 0.8 years (as of December 31, 2022: 1.7 years).
Development of Share-Options (Cash-Settled)
Phantom options which were granted under the ESOP mainly during the
year ended December 31, 2022 each give the participants the right to re-
ceive a cash payment equal to the difference between an exercise closing
price (average closing price of an American Depositary Share of BioNTech
on Nasdaq over the last ten trading days preceding the exercise date)
and the exercise price. The majority of options have an exercise price of
€10.14. During the years ended December 31, 2023, and 2022, 52,100
and 289,168 cash-settled phantom option rights were exercised and re-
sulted in a cash outflow of €4.5 million and €42.2 million, respectively.
The average closing prices (10-day averages) of an American Deposi-
tary Share of BioNTech on Nasdaq weighted over the various settlement
dates converted from USD to Euro using the exchange rate published
by the German Central Bank (Deutsche Bundesbank) on the same days
was €96.25 and €155.39. As of December 31, 2023, 109,651 cash-settled
option rights remained outstanding. As of December 31, 2023, the liability
related to cash-settled share-based payment option rights amounted to
€8.5 million (€14.5 million as of December 31, 2022), of which €8.3 million
(€11.2 million as of December 31, 2022) related to rights already vested
(partly subject to performance and waiting requirements). The liability is
based on the fair value of the respective rights. The fair value is measured
using a binomial model consistent with the grant date fair value measure-
ment of the equity-based option rights described above, which is updated
on every reporting date.
3
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
17 PROVISIONS
As of December 31, 2023, our current provisions included €79.7 million
in other obligations mainly comprising inventor remunerations as well
as customs and duties (€51.4 million as of December 31, 2022, mainly
comprising inventor remunerations as well as customs and duties). The
change of €28.3 million compared to the previous period related mainly
to additions.
(in millions €)
Contractual disputes
Obligations from onerous CMO contracts
Other
Total
Total current
Total non-current
December 31, 2023
December 31, 2022
118.2
80.2
79.7
278.1
269.3
8.8
88.9
235.5
51.4
375.8
367.2
8.6
As of December 31, 2023, our current provisions included €118.2 million
in contractual disputes mainly related to purported obligations arising out
of certain contractual disputes unrelated to the below-mentioned patent
proceedings (€88.9 million as of December 31, 2022). Acknowledging an
increase in obligations identified as contractual disputes, the change of
€29.3 million compared to the previous period related mainly to additions.
As of December 31, 2023, our current provisions included €80.2
million (€235.5 million as of December 31, 2022) of obligations for pro-
duction capacities derived from contracts with Contract Manufacturing
Organizations, or CMOs, that became redundant The effects were driven
by reducing production capacities as well as further fostering the global
production network with our collaboration partners during the year ended
December 31, 2023. The related expenses were recognized in cost
of sales in our consolidated statements of profit or loss. The change
of €(155.3) million compared to the previous period related to addition
(€45.1 million), to release (€126.0 million) and usage (€74.5 million).
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
in the period in which the amounts are accrued or paid. We will continue
to evaluate whether, if circumstances were to change in the future, the
recording of a provision may be needed and whether potential indemnifi-
cation entitlements exist against any such claim.
Certain pending matters to which we are a party are discussed below.
Alnylam Proceedings
In March 2022, Alnylam Pharmaceuticals, Inc., or Alnylam, filed a lawsuit
against Pfizer and Pharmacia & Upjohn Co. LLC in the U.S. District Court
for the District of Delaware alleging that an existing patent owned by
Alnylam, U.S. Patent No. 11,246,933, or the ‘933 Patent, is infringed by the
cationic lipid used in Comirnaty, and seeking monetary relief, which is not
specified in their filings. We filed a counterclaim to become party to the
Alnylam proceeding, and in June 2022, Alnylam added to its claims alle-
gations that we induced infringement of the ‘933 Patent. Additionally, in
July 2022, Alnylam filed a lawsuit against us, our wholly owned subsidiary,
BioNTech Manufacturing GmbH, Pfizer and Pharmacia & Upjohn Co. LLC
in the U.S. District Court for the District of Delaware alleging that we also
induced infringement of a newly issued patent, U.S. Patent No. 11,382,979,
or the ‘979 Patent, which is a continuation of the ‘933 Patent. The two
lawsuits were consolidated on July 28, 2022. In May 2023, Alnylam filed
a third lawsuit against Pfizer Inc. and Pharmacia & Upjohn Co. LLC in the
U.S. District Court for the District of Delaware alleging infringement of U.S.
Patent Nos. 11,633,479; 11,633,480; 11,612,657; and 11,590,229, all of which
are continuations of the ‘933 Patent. We filed a counterclaim to become
party to the new proceeding, and in July 2023, Alnylam added to its claims
allegations that we induced infringement of the four new patents. All of the
proceedings have been consolidated and are currently pending.
18 CONTINGENCIES AND OTHER
FINANCIAL COMMITMENTS
Contingencies
Our contingencies include, but are not limited to, intellectual property
disputes and product liability and other product-related litigation. From
time to time, in the normal course and conduct of our business, we may
be involved in discussions with third parties about considering, for exam-
ple, the use and/or remuneration for use of such third party’s intellectual
property. As of December 31, 2023, none of such intellectual property-
related considerations that we have been notified of, and for which po-
tential claims could be brought against us or our subsidiaries in the future,
fulfill the criteria for recording a provision. We are subject to an increasing
number of product liability claims. Such claims often involve highly com-
plex issues related to medical causation, correctness and completeness
of product information (Summary of Product Characteristics/package
leaflet) as well as label warnings and reliance thereon, scientific evidence
and findings, actual and provable injury, and other matters. These com-
plexities vary from matter to matter. As of December 31, 2023, none of
these claims fulfill the criteria for recording a provision. Substantially all of
our contingencies are subject to significant uncertainties and, therefore,
determining the likelihood of a loss and/or the measurement of any loss
can be complex. Consequently, we are unable to estimate the range of
reasonably possible loss. Our assessments, which result from a complex
series of judgments about future events and uncertainties, are based on
estimates and assumptions that have been deemed reasonable by man-
agement, but that may prove to be incomplete or inaccurate, and unantici-
pated events and circumstances may occur that might cause us to change
those estimates and assumptions. We currently do not believe that any of
these matters will have a material adverse effect on our financial position,
and will continue to monitor the status of these and other claims that may
arise. However, we could incur judgments, enter into settlements or revise
our expectations regarding the outcome of matters, which could have a
material adverse effect on our results of operations and/or our cash flows
3
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Infringement Proceedings – EP’755, DE’123, and DE’130
In July 2023, CureVac SE filed a second lawsuit against us and our
wholly owned subsidiaries, BioNTech Manufacturing GmbH and
BioNTech Manufacturing Marburg GmbH, in the Düsseldorf
Regional Court, alleging Comirnaty’s infringement of one Europe-
an patent, EP4023755B1, or the EP’755 Patent, and two Utility Models
DE202021004123U1, and DE202021004130U1.
Nullity Proceedings – EP’122
In September 2022, we filed a nullity action in the Federal Patent Court of
Germany seeking a declaration that the EP’122 Patent is invalid. In April
2023, the Federal Patent Court of Germany issued a preliminary opinion in
the EP’122 nullity action in support of the validity of the EP’122 Patent. The
preliminary opinion did not address any infringement of the EP’122 Patent.
The preliminary opinion is a preliminary assessment by the court of the
merits of a claim, and is non-binding. On December 19, 2023, the Federal
Patent Court held an oral hearing, after which it nullified EP’122.
Cancellation Proceedings– DE’961, DE‘974, and DE’575
In November 2022, we filed cancellation actions seeking the cancellation
of the three German Utility Models in the German Patent and Trademark
Office. On December 27, 2023, the German Patent Office issued a pre-
liminary opinion that DE’974 is likely to be cancelled based on invalidity
pursuant to para. 1 (2) no. 5 Utility Model Act.
We believe we have strong defenses against the allegations claimed rela-
tive to each of the patents and intend to vigorously defend ourselves in the
proceedings mentioned above. However, our analysis of Alnylam’s claims
is ongoing and complex, and we believe the outcome of the suit remains
substantially uncertain. Taking into account discussions with our external
lawyers, we do not consider the probability of an outflow of resources
to be sufficient to recognize a provision at the balance sheet date. In our
opinion, these matters constitute contingent liabilities as of the balance
sheet date. However, it is currently impractical for us to estimate with suffi-
cient reliability the respective contingent liabilities.
CureVac Proceedings
Germany
Infringement Proceedings – EP’122, DE’961, DE‘974, DE’575, and EP’668
In July 2022, CureVac AG, or CureVac, filed a lawsuit against us and
our wholly owned subsidiaries, BioNTech Manufacturing GmbH and
BioNTech Manufacturing Marburg GmbH, in the Düsseldorf Regional
Court, alleging Comirnaty’s infringement of one European patent,
EP1857122B1, or the EP’122 Patent, and three Utility Models
DE202015009961U1, DE202015009974U1, and DE202021003575U1.
In August 2022, CureVac added European Patent EP3708668B1, or the
EP’668 Patent, to its German lawsuit.
On August 15, 2023, the Düsseldorf Regional Court held a hearing on
infringement with respect to all five IP rights. At the hearing, the Court sus-
pended its infringement ruling with respect to EP’122 until December 28,
2023. On September 28, 2023, the Court issued orders suspending its
infringement rulings with respect to the remaining four IP rights (DE’961,
DE’974, DE’575, and EP’668) pending validity decisions in the DE’961,
DE’974, and DE’575 cancellation proceedings before the German Patent
and Trademark Office and in the EP’668 opposition proceedings before
the Opposition Division of the European Patent Office. In the September
28th orders, the Court explained that it was suspending its infringement
rulings until validity decisions are reached, while contemporaneously
noting concerns regarding the validity of DE’961, DE’974, DE’575, and
EP’668. On December 28, 2023, the Düsseldorf Regional Court stayed
the infringement proceedings as to EP’122 until a final appellate decision
is rendered as to the validity of EP 122 by the Federal Court of Justice.
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
United States
In July 2022, we and Pfizer filed a complaint for a declaratory judgment in
the U.S. District Court for the District of Massachusetts, seeking a judg-
ment of non-infringement by Comirnaty of U.S. Patent Nos. 11,135,312,
11,149,278 and 11,241,493. In May 2023, the action in the U.S. District Court
for the District of Massachusetts was transferred to the U.S. District Court
for the Eastern District of Virginia, where CureVac filed counterclaims
asserting infringement of six additional U.S. patents, U.S. Patent Nos.
10,760,070; 11,286,492; 11,345,920; 11,471,525; 11,576,966; and 11,596,686.
In July 2023, CureVac filed amended counterclaims to assert an additional
U.S. patent, U.S. Patent No. 11,667,910.
United Kingdom
In September 2022, we and Pfizer filed a declaration of non-infringement
and revocation action against the EP’122 Patent and the EP’668 Patent
in the Business and Property Courts of England and Wales. In October
2022, CureVac responded by filing a counterclaim alleging infringement
of the EP’122 and EP’668 patents in the Business And Property Courts of
England and Wales. On December 18, 2023, we amended our pleadings
to further allege non-infringement and invalidity against EP’755.
All of the above proceedings are currently pending.
We believe we have strong defenses against the allegations claimed
relative to each of the patents and utility models and intend to vigorously
defend ourselves in the proceedings mentioned above. However, our
analysis of CureVac’s claims is ongoing and complex, and we believe the
ultimate outcomes remain substantially uncertain. Taking into account
discussions with our external lawyers, we do not consider the probability
of an outflow of resources to be sufficient to recognize a provision at the
balance sheet date. In our opinion, these matters constitute contingent
liabilities as of the balance sheet date. However, it is currently impracti-
cal for us to estimate with sufficient reliability the respective contingent
liabilities.
Moderna Proceedings
Germany
Infringement Proceedings – EP’949 and EP’565
In August 2022, Moderna filed a lawsuit against us and Pfizer and our
wholly owned subsidiaries, BioNTech Manufacturing GmbH, BioNTech
Europe GmbH and BioNTech Manufacturing Marburg GmbH, Pfizer
Manufacturing Belgium NV, Pfizer Ireland Pharmaceuticals and Pfizer Inc.
in the Düsseldorf Regional Court alleging Comirnaty’s infringement of two
European Patents, 3590949B1, or the EP’949 Patent, and 3718565B1,
or the EP’565 Patent. On November 7, 2023, the European Patent Office
(“EPO”) Opposition Division revoked EP’565 after a one-day oral hearing.
The Opposition Division issued a preliminary opinion on December 8,
2023 noting that it believes EP’949 is likely invalid. As a result of these EPO
proceedings, the Düsseldorf Regional Court postponed its hearing on in-
fringement, originally scheduled for December 12, 2023, to January 21,
2025.
United Kingdom
In August 2022, Moderna filed a lawsuit asserting Comirnaty’s infringe-
ment of the EP’949 Patent and EP’565 Patent against us and our wholly
owned subsidiaries, BioNTech Manufacturing GmbH, BioNTech Europe
GmbH and BioNTech Manufacturing Marburg GmbH, Pfizer Limited, Pfizer
Manufacturing Belgium NV and Pfizer Inc. in the Business and Property
Courts of England and Wales. In September 2022, we and Pfizer filed a
revocation action in the Business and Property Courts of England and
Wales requesting revocation of the EP’949 Patent and EP’565 Patent.
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
United States
U.S. District Court Litigation
In August 2022, Moderna filed a lawsuit in the United States District Court
for the District of Massachusetts against us and our wholly owned sub-
sidiaries BioNTech Manufacturing GmbH and BioNTech US Inc. and
Pfizer Inc. alleging Comirnaty’s infringement of U.S. Patent Nos. 10,898,574,
10,702,600 and 10,933,127 and seeking monetary relief.
Belgium
In May 2023, Moderna filed a lawsuit against us, our wholly owned sub-
sidiary BioNTech Manufacturing GmbH, Pfizer Inc. and Pfizer Manufactur-
ing Belgium alleging Comirnaty’s infringement of the EP’949 Patent and
the EP’565 Patent in the Brussels Dutch-speaking Enterprise Court.
All of the above proceedings are currently pending.
Inter Partes Review
In August 2023, Pfizer and we filed petitions seeking inter partes review
of U.S. Patent Nos. 10,702,600 and 10,933,127 before the United States
Patent Trial and Appeal Board.
Netherlands
In September 2022, Moderna filed a lawsuit against us and our whol-
ly owned subsidiary BioNTech Manufacturing GmbH and Pfizer B.V.,
Pfizer Export B.V., C.P. Pharmaceuticals International C.V. and Pfizer Inc. in
the District Court of The Hague alleging Comirnaty’s infringement of the
EP ‘949 Patent and the EP ’565 Patent. The District Court of the
Hague held a hearing on October 6, 2023 on infringement and validity
with respect to the EP ’949 Patent. On December 6, 2023, the Court
found EP’949 to be invalid. The EP’565 case has been stayed pending
Moderna’s appeal of the Opposition Division’s revocation of EP’565.
Ireland
In May 2023, Moderna filed a lawsuit against us and our wholly owned
subsidiary BioNTech Manufacturing GmbH, Pfizer Inc., Pfizer Healthcare
Ireland, Pfizer Ireland Pharmaceuticals, and C.P. Pharmaceuticals
International C.V. alleging Comirnaty’s infringement of the EP’949 Patent
and EP’565 Patent in the High Court of Ireland.
We believe we have strong defenses against the allegations claimed rel-
ative to each of the patents and intend to vigorously defend ourselves in
the proceedings mentioned above. However, our analysis of Moderna’s
claims is ongoing and complex, and we believe the outcome of the suit
remains substantially uncertain. Taking into account discussions with
our external lawyers, we do not consider the probability of an outflow of
resources to be sufficient to recognize a provision at the balance sheet
date. In our opinion, these matters constitute contingent liabilities as of the
balance sheet date. However, it is currently impractical for us to estimate
with sufficient reliability the respective contingent liabilities.
Arbutus and Genevant Proceedings
In April 2023, Arbutus Biopharma Corp., or Arbutus, and Genevant
Sciences GmbH, or Genevant, filed a lawsuit against Pfizer and us in the
U.S. District Court for the District of New Jersey alleging that Pfizer and
we have infringed the following patents owned by Arbutus: U.S. Patent
Nos. 9,504,651; 8,492,359; 11,141,378; 11,298,320; and 11,318,098, through
the use of Genevant’s lipid nanoparticle technology and methods for
producing such lipids in Comirnaty, and seeking monetary relief. This pro-
ceeding is currently pending.
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
We believe we have strong defenses against the allegations claimed
relative to each of the patents and intend to vigorously defend ourselves
in the lawsuit mentioned above. However, our analysis of Arbutus and
Genevant’s claims is ongoing and complex, and we believe the outcome of
the suit remains substantially uncertain. Taking into account discussions
with our external lawyers, we do not consider the probability of an outflow
of resources to be sufficient to recognize a provision at the balance sheet
date. In our opinion, these matters constitute contingent liabilities as of the
balance sheet date. However, it is currently impractical for us to estimate
with sufficient reliability the respective contingent liabilities.
Promosome Proceedings
In June 2023, Promosome LLC filed a lawsuit against Pfizer, us, and
BioNTech Manufacturing GmbH in the U.S. District Court for the South-
ern District of California alleging that Pfizer and our Comirnaty vaccine
has infringed U.S. Patent No. 8,853,179, and seeking monetary relief. On
October 4, 2023, the parties filed a joint stipulation of dismissal, dismiss-
ing the lawsuit with prejudice. As part of this stipulation of dismissal, Pro-
mosome agreed to a covenant not to assert U.S. Patent No. 8,853,179
against Pfizer and us or any of their products, including Comirnaty.
This matter is considered closed.
Other financial commitments
The other financial commitments were as follows:
(in millions €)
December 31, 2023
December 31, 2022
Commitments under purchase agreements
for property, plant and equipment
Contractual obligation to acquire
intangible assets
Total
154.4
1,721.1
1,875.5
105.2
—
105.2
Contractual obligations to acquire intangible assets exist in connec-
tion with in-licensing and research and development collaborations.
We have entered into obligations to make milestone payments once
specific targets have been reached. Provided that all of the milestone
events are achieved, we would be obligated to pay up to €1,721.1 million as of
December 31, 2023 (nil as of December 31, 2022) in connection with
the acquisition of intangible assets. The amounts shown represent the
maximum payments to be made, and it is unlikely that they will all fall due.
The amounts and the dates of the actual payments may both vary consid-
erably from those stated in the table, since the achievement of the con-
ditions for payment is possible but uncertain. Other financial obligations
from possible future sales-based milestone and license payments were
not included in the table above.
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
The expected maturities of payment obligations under purchase agree-
ments for property, plant and equipment and contractual obligations to
acquire intangible assets are as follows:
Year ended December 31, 2023
(in Millionen €)
Commitments under purchase agreements for property, plant and equipment
Contractual obligation to acquire intangible assets
Total
Other financial obligations were recognized at nominal value.
Less than 1 year
1 to 5 years
More than 5 years
152.5
249.4
401.9
1.9
954.9
956.8
—
516.8
516.8
Total
154.4
1,721.1
1,875.5
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
19 OTHER NON-FINANCIAL
LIABILITIES
(in millions €)
Liabilities to employees
Liabilities from share-based payment
arrangements
Liabilities from wage taxes and
social securities expenses
Other
Total
Total current
Total non-current
December 31, 2023
December 31, 2022
73.3
29.0
15.1
20.8
138.2
125.1
13.1
50.6
36.2
761.8
29.2
877.8
860.8
17.0
3
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209
20.2 Amounts Recognized in the Consolidated Statements
of Profit or Loss
Depreciation Charge of Right-of-Use Assets
(in millions €)
Buildings
Production facilities
Other operating equipment
Total depreciation charge
Interest on lease liabilities
Expense related to short-term
leases and leases of low-value
assets
Total amounts recognized
in profit or loss
Years ended December 31,
2023
40.7
3.0
1.5
45.2
5.7
58.9
109.8
2022
35.2
23.1
0.5
58.8
5.1
27.1
91.0
2021
14.7
14.0
0.3
29.0
2.9
9.5
41.4
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
20 LEASES
20.1 Amounts Recognized in the Consolidated Statements
of Financial Position
Right-of-Use Assets
The following amounts are presented as right-of-use assets within the
consolidated statements of financial position as of the dates indicated:
(in millions €)
Buildings
Production facilities
Other operating equipment
Total
December 31, 2023
December 31, 2022
209.8
—
4.6
214.4
206.5
3.0
2.4
211.9
Additions to the right-of-use assets during the year ended December 31,
2023, were €66.4 million (during the year ended December 31, 2022:
€118.3 million).
Lease Liability
The following amounts are included in lease liabilities, loans and borrow-
ings as of the dates indicated:
(in millions €)
Current
Non-current
Total
December 31, 2023
December 31, 2022
28.1
188.6
216.7
36.0
174.1
210.1
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
20.3 Amounts Recognized in the Consolidated Statements
of Cash Flows
During the year ended December 31, 2023, the total cash outflow for leases
amounted to €46.0 million (during the year ended December 31, 2022:
€46.2 million; during the year ended December 31, 2021: €17.0 million).
20.4 Extension Options
The Group has several lease contracts that include extension options.
These options are negotiated by management to provide flexibility in
managing the leased asset portfolio and align with the Group’s business
needs. Management exercises judgment in determining whether these
extension options are reasonably certain to be exercised. The undis-
counted potential future lease payments, which relate to periods after
the exercise date of renewal options and are not included in lease liabili-
ties, amount to up to €157.2 million as of December 31, 2023, considering
terms up until 2049 (as of December 31, 2022: €163.1 million considering
terms up until 2049).
3
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
21 RELATED PARTY DISCLOSURES
Key Management Personnel Compensation
21.1 Parent and Ultimate Controlling Party
ATHOS KG, Holzkirchen, Germany is the sole shareholder of AT Impf
GmbH, Munich, Germany and beneficial owner of our ordinary shares.
ATHOS KG via AT Impf GmbH has de facto control over BioNTech based
on its substantial shareholding, which practically enables it to exercise
the majority of voting rights to pass resolutions at our Annual General
Meeting, or AGM.
21.2 Transactions with Key Management Personnel
In May 2023, at the Annual General Meeting, our shareholders reappoint-
ed Ulrich Wandschneider and Michael Motschmann as members of the
Supervisory Board. In addition, Nicola Blackwood was appointed to our
Supervisory Board. She succeeded Christoph Huber, who left the Super-
visory Board after reaching the applicable retirement age limit.
Our key management personnel has been defined as the members of the
Management Board and the Supervisory Board. Key management per-
sonnel compensation is comprised of the following:
(in millions €)
Management Board
Fixed compensation
Short-term incentive –
first installment
Short-term incentive –
second installment (1)
Other variable compensation (2)
Share-based payments
(incl. long-term incentive) (3)
Supervisory Board
Total compensation paid to
key management personnel
Years ended December 31,
2023
8.3
3.9
0.7
1.0
0.8
1.9
0.6
8.9
2022
15.0
2.9
0.6
0.7
0.1
10.7
0.5
15.5
2021
20.4
2.2
0.6
1.2
—
16.4
0.4
20.8
(1) The fair value of the second installment of the short-term incentive compensation which has been
classified as a cash-settled share-based payment arrangement was determined pursuant to the
regulations of IFRS 2 “Share-based Payments.” This table shows the pro-rata share of personnel
expenses for the respective financial year that are recognized over the award’s vesting period beginning
as of the service commencement date (date when entering or renewing service agreements) until
each separate determination date and are remeasured until settlement date.
(2) Includes a one-time signing and retention cash payment agreed when renewing the service agreement
agreed with Sean Marett.
(3) The fair value of the share-based payments was determined pursuant to the regulations of IFRS 2
“Stock-based Payments”. This table shows the pro-rata share of personnel expenses resulting from
stock-based compensation for the respective financial year. During the years ended December 31, 2023,
2022, and 2021, the amounts included expenses derived from a one-time signing bonus granted to Jens
Holstein as of his appointment to the Management Board in the form of 4,246 phantom shares.
3
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
Management Board members participated in our ESOP program (see
Note 16). Out of the 5,152,410 option rights granted to our Management
Board under the ESOP 2018 program 4,921,630 options were exercised
during the year ended December 31, 2022. The remaining 230,780 option
rights were exercised by Sean Marett in May 2023. As of December 31,
2023, no further options issued to our Management Board members are
outstanding.
The outstanding balances of transactions with ATHOS KG or entities con-
trolled by them were as follows as of the periods indicated:
(in millions €)
ATHOS KG
Total
December 31, 2023
December 31, 2022
0.4
0.4
—
—
21.3 Related Party Transactions
None of the balances are secured and no bad debt expense has been
recognized in respect of amounts owed by related parties.
The total amount of transactions with ATHOS KG or entities controlled by
it was as follows for the periods indicated:
(in millions €)
2023
2022
2021
Years ended December 31,
Purchases of various goods and
services from entities controlled
by ATHOS KG
Purchases of property and other
assets from entities controlled
by ATHOS KG
Total
0.3
—
0.3
0.3
62.5
62.8
0.9
—
0.9
On December 22, 2022, we entered into a purchase agreement with
Santo Service GmbH, pursuant to which we acquired the real estate prop-
erty An der Goldgrube 12 and the existing laboratory and office building
including any movable assets for a total consideration of €62.5 million.
The purchase price was paid during the year ended December 31, 2022.
Santo Service GmbH is wholly owned by AT Impf GmbH, that is controlled
by ATHOS KG.
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
22 NUMBERS OF EMPLOYEES
The average number of employees is:
The average number of employees as of the reporting date is:
Years ended December 31,
Years ended December 31,
Quarterly average number
of employees by function
Clinical Research & Development
Scientific Research & Development
Operations
Quality
Support Functions
Commercial & Business
Development
Total
2023
434
1,871
1,469
470
1,217
179
5,640
2022
243
1,302
1,240
383
828
108
4,104
2021
137
875
863
322
431
66
Number of employees by function
as of the reporting date
Clinical Research & Development
Scientific Research & Development
Operations
Quality
Support Functions
Commercial & Business
Development
2,694
Total
2023
592
2,080
1,562
474
1,390
194
6,292
2022
274
1,512
1,365
413
983
145
4,692
2021
153
1,026
1,036
301
539
83
3,138
3
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
23 FEES FOR AUDITORS
The following fees were recognized for the services provided by
EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft for the fiscal years
ended December 31, 2023 and December 31, 2022:
(in millions €)
Audit fees
Audit-related fees
Tax fees
All other fees
Total fees for professional audit
services and other services
Years ended December 31,
2023
2022
3.2
0.3
0.1
—
3.6
2.9
0.4
0.2
0.2
3.7
3
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
24 CORPORATE GOVERNANCE
The declaration of conformity pursuant to Section 161 para. 1 of the
German Stock Corporation Act (Aktiengesetz) is issued in accordance
with the Corporate Governance Code in connection with the corporate
governance declaration pursuant to Section 315d in conjunction with
Section 289f HGB and can be found in the combined management report
of BioNTech SE.
3
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
CONSOLIDATED STATEMENTS OF
PROFIT OR LOSS
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF
CASH FLOWS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
25 EVENTS AFTER THE REPORTING
PERIOD
The Supervisory Board has appointed Annemarie Hanekamp to the
Management Board as Chief Commercial Officer (CCO), effective as of
July 1, 2024. She will take over the role from Sean Marett, who will retire as
planned from the Management Board as of June 30, 2024.
Mainz, March 18, 2024
BioNTech SE
On February 8, 2024, we and Autolus Therapeutics plc, or Autolus, a
clinical-stage biopharmaceutical company developing next-generation
programmed T cell therapies, announced a strategic collaboration aimed
at advancing both companies' autologous CAR-T programs towards com-
mercialization. We have entered into a license and option agreement and a
securities purchase agreement under which we purchased $200.0 million
of Autolus' American Deposit Shares in a private placement closed
on February 13, 2024 resulting in a stake in Autolus ordinary shares of
12.5%. Under the terms of the license and option agreement, we made
a $50.0 million upfront payment in exchange for the right to receive
royalties on net sales of Autolus' lead asset obe-cel, co-commercializa-
tion options for Autolus' AUTO1/22 and AUTO6NG programs as well as
an exclusive license and exclusive options to certain technologies owned
by Autolus.
Prof. Ugur Sahin, M.D.
Chief Executive Officer
Jens Holstein
Chief Financial Officer
Sean Marett
Chief Business Officer and
Chief Commercial Officer
Sierk Poetting, Ph.D.
Chief Operating Officer
Ryan Richardson
Chief Strategy Officer
James Ryan, Ph.D.
Chief Legal Officer
Prof. Özlem Türeci, M.D.
Chief Medical Officer
3
Antibody-drug conjugates (ADCs) are protein molecules
that are designed to carry chemotherapy. As antibodies
specifically bind their target, they aim to deliver chemo-
therapy only to cancer cells, sparring healthy ones.
217
COMPENSATION
REPORT 2023 4
BioNTech | Annual Report 2023 BioNTech | Annual Report 2023
218
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
A. COMPENSATION REPORT
The Compensation Report describes the structure and individualized
amount of the compensation components of the Management Board
and Supervisory Board of BioNTech SE, hereinafter also referred to as
“BioNTech”, the “Group”, “we” or “us”, as well as the compensation system
applied for the year ended December 31, 2023.
The Compensation Report is aligned with the requirements of Sec. 162
German Stock Corporation Act (Aktiengesetz, “AktG”) and the recom-
mendations of the German Corporate Governance Code, as amended on
April 28, 2022. The disclosures in our Compensation Report are explicitly
not expense-related and do not follow the IFRS regulations as published
in our consolidated financial statements or the German Commercial Code
(HGB) regulations as published in the statutory financial statements of
BioNTech.
Our Management Board and Supervisory Board have jointly agreed to en-
gage our external auditor to perform a formal audit of the Compensation
Report.
We prepare and publish this Compensation Report in Euros and round
numbers to thousands or millions of Euros respectively. Accordingly, nu-
merical figures shown as totals in some tables may not be exact arithmetic
aggregations of the figures that preceded them, and figures presented in
the explanatory notes may not precisely add up to the rounded arithmetic
aggregations.
The compensation system of the Management Board and the compen-
sation system of the Supervisory Board approved by the Annual General
Meeting on June 22, 2021 is published on our website at www.biontech.de
(https://investors.biontech.de/corporate-governance/overview).
4
BioNTech | Annual Report 2023
219
who left the Supervisory Board after reaching the applicable retire-
ment age limit. Ulrich Wandschneider’s, Nicola Blackwood’s and Michael
Motschmann’s current appointment to our Supervisory Board will end
at the AGM in 2027. The compensation system for Supervisory Board
members for 2023 was retained from 2022. As of October 1, 2023, our
Supervisory Board established a Product Committee. The Product Com-
mittee advises and makes recommendations to the Supervisory Board
with respect to our strategy and investment in research and development
programs and product launch preparations including commercialization.
The elements of the compensation system and the actual compensation
according to Sec. 87a AktG are set out below.
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
B. REVIEW OF THE YEAR ENDED
DECEMBER 31, 2023
On May 3, 2023, our Supervisory Board expanded our Management
Board by appointing James Ryan as Chief Legal Officer (CLO), effective
as of September 1, 2023. As CLO, James Ryan heads up our legal depart-
ment and is responsible for developing and leading the Company’s corpo-
rate legal strategy to promote and protect BioNTech’s global operations.
His current appointment to our Management Board will end on August 30,
2027. Overall, the service agreements with current Management Board
members encompass terms with end dates that fall between Decem-
ber 31, 2024 and August 31, 2027. The Management Board’s compensa-
tion system is applied whenever service agreements with members of our
Management Board are entered into, amended or extended.
During the year ended December 31, 2023, the term of office of the Su-
pervisory Board members Ulrich Wandschneider, Christoph Huber, and
Michael Motschmann, who were elected by the shareholders at the An-
nual General Meeting (AGM) on September 17, 2018, ended at the close
of the Annual General Meeting on May 25, 2023. As part of the 2023
AGM, Ulrich Wandschneider and Michael Motschmann were re-elect-
ed as Supervisory Board members. In addition, Nicola Blackwood was
appointed to our Supervisory Board. She succeeded Christoph Huber,
219
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BioNTech | Annual Report 2023
220
All members of the Supervisory Board are reimbursed for their expenses.
The compensation of our Supervisory Board for the years ended Decem-
ber 31, 2023, and 2022 was paid out during December 2023 and Decem-
ber 2022. The fixed compensation and the compensation for committee
activities of our Supervisory Board members is considered owed and
granted in the respective financial year in which the underlying services
were performed.
C. COMPENSATION OF
SUPERVISORY BOARD MEMBER
The compensation system of our Supervisory Board as included in our
Articles of Association is structured as 100% fixed compensation. The
compensation system for Supervisory Board members for 2023 was
retained from 2022.
Pursuant to Sec. 113 para. 3 AktG, as amended by the Act Implementing
the Second Shareholder Rights Directive, the Annual General Meeting
of a listed company must pass a resolution on the compensation of the
members of the Supervisory Board at least every four years.
The members of the Supervisory Board receive an annual compensation
of €70,000, the Chair €210,000 and the Vice Chair €105,000. The Chair
of the Audit Committee receives an additional annual compensation of
€30,000. The respective Chair of another committee receives an addi-
tional annual compensation of €15,000. An ordinary committee member
receives an additional annual remuneration of €5,000 per committee.
Members of the Supervisory Board who are only members of the Super-
visory Board or committees, or who chair or vice-chair the Supervisory
Board or the Audit Committee or another committee, for part of the finan-
cial year receive the respective compensation on a pro-rata basis. Hence,
the compensation of the Supervisory Board members who either left or
joined in 2023, namely Christoph Huber and Nicola Blackwood, was paid
on a pro-rata basis with respect to their departure or appointment at our
AGM on May 25, 2023. In addition, compensation was paid to the mem-
bers of the Product Committee with effect from the date of its establish-
ment as of October 1, 2023.
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
220
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
The compensation granted and owed to our Supervisory Board members
during the years ended December 31, 2023, and 2022 are presented in
the following table:
in thousands €
Base Compensation
2023
2022
Committee Compensation
2023
2022
Total
2023
2022
Helmut Jeggle
Chair
Ulrich
Wandschneider,
Ph.D.
Vice Chair
210
210
16
15
226
225
105
105
9
35
114
140
Baroness Nicola
Blackwood(1)
Prof. Christoph
Huber, M.D.(2)
Prof. Anja
Morawietz, Ph.D.
Michael
Motschmann
Prof. Rudolf
Staudigl, Ph.D.
42
—
4
—
46
—
28
70
2
10
30
80
70
35
35
—
105
35
70
70
10
25
80
95
70
35
20
—
90
35
(1) Nicola Blackwood was appointed to the Supervisory Board by the Annual General Meeting on May 25, 2023.
(2) Christoph Huber served as a member of our Supervisory Board from 2008 and left the Supervisory Board
on May 25, 2023 after reaching the retirement age limit.
If the reimbursement of expenses or the compensation is subject to val-
ue-added tax, the value-added tax shall be paid in addition.
The current appointments of our Supervisory Board will end with the
Annual General Meeting during the respective year set forth below:
The Supervisory Board members are included in our D&O liability insur-
ance and are co-insured at our expense.
Helmut Jeggle: 2026
Ulrich Wandschneider: 2027
Nicola Blackwood: 2027
Anja Morawietz: 2026
Michael Motschmann: 2027
Rudolf Staudigl: 2026
221
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222
1.3 Involvement of the Annual General Meeting
Pursuant to Sec. 120a para. 1 AktG, the Annual General Meeting (AGM)
of a listed company must approve the compensation system of the Man-
agement Board presented by the Supervisory Board at least every four
years and in addition whenever there is a significant change to such sys-
tem. Taking the requirements of Sec. 87a para. 1 AktG into account, the
Supervisory Board adopted a compensation system for the members of
the Management Board on May 7, 2021. The compensation system for
members of the Management Board was approved by the AGM on June
22, 2021 with a majority of 99.38% of the votes cast and is implement-
ed whenever new service agreements are entered into, existing service
agreements are extended or specific compensation components are
initiated.
The Supervisory Board expects to submit modifications to the current
compensation system for the Management Board and to the compensa-
tion for the Supervisory Board to our 2024 AGM for approval.
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
D. COMPENSATION OF
MANAGEMENT BOARD MEMBERS
1 Compensation System
1.1 Compensation System Philosophy
The compensation structure of the Company’s Management Board is
designed to promote corporate governance and is oriented towards the
Company’s sustainability and long-term development. Compensation is
also linked to ethical, ecological and social criteria, reflecting our overall
strategy and culture. The compensation system therefore sets incentives
for the sustainable, long-term positive development of the Company as
a whole and for the long-term commitment of the Management Board
members. The compensation system is designed to be clear and com-
prehensible. It is aligned with the requirements of the AktG and the rec-
ommendations of the German Corporate Governance Code as amended
on April 28, 2022 and ensures that the Company’s Supervisory Board can
react to organizational changes and flexibly take into account changing
market conditions.
1.2 Responsibility for Determining the Compensation of the
Management Board
The Supervisory Board is responsible for determining the structure of the
compensation system, including targets and caps and the specific com-
pensation of individual Management Board members. The Supervisory
Board determines the compensation of the Management Board compet-
itively and in line with the market in order to continue to attract and retain
outstanding individuals.
When determining the specific compensation, the Supervisory Board
ensures that the compensation of the Management Board is appropriate
and in line with market customary standards.
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
2 Compensation Components, Target Total Compensation
and further Provisions
The following table gives an overview of the key provisions of the com-
pensation system, including compensation components and target total
compensation as approved by the AGM on June 22, 2021.
Basis of Assessment/Parameters
Strategic Reference
Non-Performance related
Compensation
Fixed compensation
Fringe benefits
Performance-related
Compensation
Short-term performance-related
variable compensation (short-term
incentive, STI)
Long-term performance-related
variable compensation (long-term
incentive, LTI)
Fixed contractually agreed compensation paid in twelve equal monthly
installments.
Mainly allowances for health and long-term care insurance and
supplementary insurance, conclusion of D&O insurance with
deductible in accordance with Sec. 93 para. 2 sentence 3 AktG,
non-cash benefits from bicycles and travel allowances.
Target bonus
Limit on payout amount: up to a maximum of 60% of the amount of fixed
compensation;
Performance criteria: Company targets and ESG targets;
Of the STI, 50% is payable in cash in the month following approval of the
consolidated financial statements;
Of the STI, 50% is payable in cash one year after the end of the financial
year to which the STI relates and subject to an adjustment in relation to
the share price development one year following the date, when the STI
achievement is determined.
Stock Option Program and/or Restricted Stock Unit Program (RSUP);
Performance targets: Relative share price development and absolute
share price development;
Waiting period: Four years after allocation of the stock options or alloca-
tion of the remaining restricted stock units.
The compensation of the Management Board is based on customary
market standard. It is also in line with their duties and performance, as well
as the situation and success of the Group.
Incentivizes strong annual (non-financial and financial) performance as
the foundation of the Group’s long-term strategy and sustainable value
creation with achieving strategic sustainability targets.
The regular LTI is intended to promote the Management Board’s long-term
commitment to the Group and its sustainable growth. Therefore, the
performance targets of the LTI are linked to the Group’s long-term share
price development.
Continued on next page
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
Other Compensation Rules
Target total compensation
Basis of Assessment/Parameters
Strategic Reference
For each Management Board member for the upcoming financial year
the Supervisory Board sets Target Total Compensation corresponding to
the sum of fixed compensation (~40%), target STI (~20%) and target LTI
(~40%, each as percentage of the Target Total Compensation). Relative to
the Target Total Compensation the individual compensation components
shall reflect the following percentage ranges.
Sets targets to the compensation of the Management Board to ensure
a well-weighted combination between fixed and variable compensation
components.
Chief Executive Officer
– Fixed compensation: 25-35%
– Variable compensation: 65-75%
– Target STI: 12-18%
– Target LTI: 50-60%
Other Management Board members
– Fixed compensation: 35-45%
– Variable compensation: 55-65%
– Target STI: 17-23%
– Target LTI: 30-40%
Maximum compensation
Maximum compensation for the financial year in accordance with
Sec. 87a para. 1 sentence 2 no. 1 AktG:
Caps the compensation of Management Board members to avoid
uncontrollably high payouts and thus disproportionate costs and risks
for the Group.
Chief Executive Officer (CEO): €20 million
Other Management Board members: €10 million
Maximum compensation can only be achieved if the value of the stock
options granted under the LTI at the time of exercise of the stock options is
at least eight times the exercise price.
Further provisions
Supervisory Board mandates within the BioNTech group: fully
compensated for with the compensation as a member of the Management
Board.
Further provisions also function as a cap in case of different mandates
within the BioNTech Group to avoid uncontrollably payouts and risks for
the Group.
Supervisory Board mandates outside the BioNTech group: Supervisory
Board has to approve and decides within the scope of the approval
whether and to what extent compensation is to be offset against the
compensation of the Management Board member.
Continued on next page
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
Basis of Assessment/Parameters
Strategic Reference
Claw-back and malus rules
Severance payment cap
Service contracts of Management Board members to be newly
concluded or extended and the terms and conditions of the Stock Option
Plans and the RSUPs will contain malus and claw-back provisions entitling
the Company to withhold or reclaim variable compensation components
in whole or in part in the event of a breach by the Management Board
member concerned of internal company policies or statutory obligations.
Service contracts of Management Board members to be newly
concluded or extended and the terms and conditions of the Stock
Option Plan will in future contain a provision obliging Management Board
members to repay variable compensation already paid out if it transpires
after payment that the basis for calculating the amount paid out was
incorrect.
In the event of premature termination, Management Board members
are granted a severance payment in the amount of the compensation
expected to be owed by the Company for the remaining term of the
employment contract, up to a maximum of two years’ compensation.
Ensures sustainable corporate development and ensures avoiding taking
inappropriate risks.
Caps the compensation of Management Board members in the case of
premature termination to avoid uncontrollably high payouts and risks for
the Group.
Continued on next page
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
of the Management Board are retained and to be able to attract new ap-
pointments to the Management Board, which are in the Company’s long-
term interest. The analysis showed that our compensation system, which
includes targets and caps, is in line with market standards and complies
with the German Corporate Governance Code. The Supervisory Board
will continue to examine the compensation system on a regular basis and
critically review the need for adjustments in light of sustained internal
and external developments. In connection with new Nasdaq listing rules
and U.S. securities regulations, the Supervisory Board expects to submit
modifications to the current compensation system for the Management
Board to our 2024 AGM for approval in the event of a future accounting
restatement. Due to the changes in BioNTech’s operational and financial
situation since the existing compensation system was adopted in 2021,
the Compensation, Nominating and Corporate Governance Committee
has proposed a modification to the compensation system during the
course of the year ended December 31, 2023, which is currently being
discussed with the Supervisory Board and it is expected to be proposed
for approval at the 2024 AGM. The main changes will affect the LTI for the
Management Board, whereby Performance Share Units (PSUs) will be im-
plemented and the performance hurdles for stock options will also be in-
creased. Furthermore, the pay out structure of the STI will be modified and
the Company plans to implement a Share Ownership Guideline, which will
require Management Board members to hold a certain value of BioNTech
shares or American Depositary Shares (ADSs).
3 Terms of the Current Service Agreements
The following sets forth the termination dates of the current service
agreements of our Management Board:
Prof. Ugur Sahin, M.D.: December 31, 2026
Jens Holstein: June 30, 2025
Sean Marett: December 31, 2024
Sierk Poetting, Ph.D.: November 30, 2026
Ryan Richardson: December 31, 2026
James Ryan, Ph.D.: August 31, 2027
Prof. Özlem Türeci, M.D.: May 31, 2025
4 Review of the Appropriateness of Management Board
Compensation for the year ended December 31, 2023
Our current compensation system was derived from a thorough review
performed by our Supervisory Board, which considered the major trans-
formational changes we underwent in the past, and was approved as of
June 22, 2021. The service agreements with our Management Board,
which were extended or concluded during the years ended December 31,
2021, 2022 and 2023 until the respective dates outlined in section 3, have
been designed to comply with the compensation system.
Consistent with previous years, in the year ended December 31, 2023,
we conducted a review of the compensation system to ensure appro-
priateness and to re-assess current compensation. The assessment
took into account BioNTech’s market position. We engaged an external
independent compensation consultant to assess the compensation level
and structure of our compensation system to ensure that the members
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
5 Compensation during the year ended December 31, 2023
5.1 Target Total and Maximum Compensation
The Management Board’s target total compensation (TTC) for the years
ended December 31, 2023, and 2022 is presented below. The following
table discloses the compensation instruments and demonstrates their
compliance with the defined target percentage ranges.
Prof. Ugur Sahin, M.D.
Years ended December 31,
Jens Holstein(1)
Years ended December 31,
2023
2022
2023
2022
in thousand €
in % of TTC
in thousand €
in % of TTC
in thousand €
in % of TTC
in thousand €
in % of TTC
Non-performance related
compensation
Fixed compensation
Fringe benefits
Performance-related
compensation
Short-term incentive
Management Board Grant – LTI
Target Total Compensation (TTC)
700
6
350
1,150
2,206
32
16
52
100
360
6
180
750
1,296
28
14
58
100
550
5
300
550
1,405
39
21
39
100
550
7
300
550
1,407
39
21
39
100
(1) Jens Holstein’s compensation overview excludes a one-time special payment during the year ended 2023. For further information, see section 5.4.
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
Sean Marett(1)
Years ended December 31,
Sierk Poetting, Ph.D.
Years ended December 31,
2023
2022
2023
2022
in thousand €
in % of TTC
in thousand €
in % of TTC
in thousand €
in % of TTC
in thousand €
in % of TTC
Non-performance related
compensation
Fixed compensation
Fringe benefits
Performance-related
compensation
Short-term incentive
Management Board Grant – LTI
Target Total Compensation (TTC)
550
12
300
550
1,412
39
1
21
39
100
513
8
300
550
1,371
37
1
22
40
100
550
5
300
550
1,405
39
21
39
100
550
4
300
550
1,404
39
21
39
100
(1) Sean Marett’s compensation overview excludes the one-time signing and retention cash payment granted to him at the time of the extension of his service agreement during the year ended 2022.
Ryan Richardson
Years ended December 31,
James Ryan, Ph.D.(1)
Years ended December 31,
2023
2022
2023
2022
in thousand €
in % of TTC
in thousand €
in % of TTC
in thousand €
in % of TTC
in thousand €
in % of TTC
Non-performance related
compensation
Fixed compensation
Fringe benefits
Performance-related
compensation
Short-term incentive
Management Board Grant – LTI
Target Total Compensation (TTC)
550
26
300
550
1,426
39
2
21
39
100
340
27
170
280
817
42
3
21
34
100
183
-
100
-
283
65
35
100
—
—
—
—
—
—
—
—
—
—
(1) James Ryan was appointed to the Management Board as Chief Legal Officer (CLO) as of September 1, 2023. His compensation overview excludes the one-time signing bonus granted to him at the time of such appointment.
For further information, see section 5.3.
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3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
Non-performance related
compensation
Fixed compensation
Fringe benefits
Performance-related
compensation
Short-term incentive
Management Board Grant – LTI
Target Total Compensation (TTC)
Prof. Özlem Türeci, M.D.
Years ended December 31,
2023
2022
in thousand €
in % of TTC
in thousand €
in % of TTC
550
—
300
550
1,400
39
21
39
100
518
—
300
550
1,368
38
22
40
100
Starting with the phantom share options issued in May 2021 (see section
5.5), the agreements are subject to a maximum limit on the total compen-
sation that the member is entitled to receive in the grant year, taking into
account all other compensation received by such member during the
applicable year. These amounts are €20.0 million for our Chief Executive
Officer (CEO), and €10.0 million for all other members. For the purposes
of this limitation, compensation components are attributed to the financial
year they are granted, irrespective of when they are ultimately paid out.
5.2 Fixed Compensation and Fringe Benefits
Fixed compensation is primarily paid out as a salary in twelve monthly
installments. Other components of fixed compensation include fringe
benefits, such as allowances for health and long-term care insurance and
supplementary insurance, non-cash benefits for bicycles, and travel al-
lowances. The Management Board also benefits from our D&O insurance
policy. Our D&O insurance expenses are not considered compensation,
as they are incurred in the Company’s own interests to cover risks for our
Management Board and Supervisory Board, and senior executives and
managing directors of BioNTech group entities.
Effective January 1, 2023, Ugur Sahin’s annual fixed compensation was
increased to €700,000 from €360,000 as part of an annual compensa-
tion review to ensure competitive compensation comparable to that of
companies in a comparable sector and relevant peer group. Jens Hol-
stein’s effective annual fixed compensation was €550,000 during each
of the years ended December 31, 2023 and 2022. Effective April 1, 2022,
Sean Marett’s annual fixed compensation was increased from €400,000
to €550,000. Hence, during the years ended December 31, 2023 and
2022, his effective annual fixed compensation amounted to €550,000
and €512,500, respectively. Sierk Poetting’s effective annual fixed com-
pensation amounted to €550,000, respectively, during the years end-
ed December 31, 2023 and 2022. Effective as of his appointment to the
Management Board as of September 1, 2023, James Ryan’s annual fixed
compensation was €550,000. His compensation is partly paid in the U.K.
(in GBP) by the Company's subsidiary, BioNTech UK Limited, and part-
ly in Germany (in Euro). During the year ended December 31, 2023, his
effective annual fixed compensation as a Management Board member
amounted to €183,333. Ryan Richardson’s annual fixed compensation
was increased from €340,000 to €550,000 leading to the respective
effective annual fixed compensation during the years ended December 31,
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3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
target achievement of 90%, the annual bonus amounts for Ugur Sahin,
Jens Holstein, Sean Marett, Sierk Poetting, Ryan Richardson, James Ryan
and Özlem Türeci for the year ended December 31, 2023 amounted to
€315,000; €270,000; €270,000; €270,000; €270,000; €90,000; and
€270,000, respectively.
During the year ended December 31, 2023, upon the recommendation of
the Compensation, Nomination and Corporate Governance Committee,
the Supervisory Board approved a special payment in the gross amount
of €600,000 to Jens Holstein. The special payment was made to honor
Jens Holstein’s contribution to the extraordinary financial performance
of BioNTech and recognize his efforts to strengthen the Company’s
long-term financial performance. Of this payment, Jens Holstein used
€150,000 net of costs and expenses to purchase 1,620 BioNTech shares
during the year ended December 31, 2023 to further strengthen his long-
term commitment.
During the year ended December 31, 2023, as part of his appointment to
the Management Board, James Ryan received a one-time signing cash
payment in the amount of €180,000. The one-time signing cash payment
provided compensation in lieu of participation in the LTI 2023 program,
which was allocated before his appointment, and a pro-rata allocation
for 2023 would not have been permitted under our current AGM authori-
zations, as ESOPs may only be issued within the first six months of each
calendar year. Of this payment, James Ryan shall use 50% net of costs
and expenses to purchase BioNTech shares on or before August 31, 2024
to further strengthen his long-term commitment.
2023 and 2022. Effective March 1, 2022, Özlem Türeci’s annual fixed com-
pensation was increased from €360,000 to €550,000. Hence, during the
years ended December 31, 2023 and 2022, her effective annual fixed
compensation amounted to €550,000 and €518,333, respectively. The
increase in the fixed compensation payable to Sean Marett, Ryan Rich-
ardson and Özlem Türeci increased to €550,000 to align with the fixed
compensation payable to Jens Holstein under his 2021 service agree-
ment, which was considered necessary and in the Company's interest to
retain our existing Management Board members. All of the Management
Board members’ activities for BioNTech Group companies are compen-
sated by their base compensation of €550,000 and in the case of Ugur
Sahin, €700,000.
5.3 Short-Term Incentive Compensation (STI)
The STI is a performance-related bonus with a one-year assessment
period. The compensation system provides for STI amounts up to a max-
imum of 60% of the amount of the fixed compensation per year. The pay-
out amount of the short-term incentive compensation depends on the
achievement of certain financial and non-financial performance criteria
of the Group in a particular financial year, which goals are set uniformly for
all members of the Management Board. The Supervisory Board exercises
reasonable discretion in determining whether such criteria have been
achieved. A detailed description of the STI and potential performance
targets are included in our compensation system.
During the year ended December 31, 2022, the maximum short-term
incentive compensation for each of Ugur Sahin, Jens Holstein, Sean Ma-
rett, Sierk Poetting, Ryan Richardson and Özlem Türeci was €180,000;
€300,000; €300,000; €300,000; €170,000; and €300,000, respec-
tively, which, considering the 2022 target achievement of 85%, led to
respective annual bonus amounts of €153,000; €255,000; €255,000;
€255,000; €144,500; and €255,000. Following the extension of their
respective service agreements and in line with the changes in their annual
fixed compensation, the maximum short-term incentive compensation
for Ugur Sahin and Ryan Richardson was increased to €350,000 and
€300,000 respectively. Following his appointment to the Management
Board as of September 1, 2023, the maximum short-term compensa-
tion for James Ryan was defined on a pro-rata basis and amounted to
€100,000 for the year ended December 31, 2023. Based on the 2023
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
The following table summarizes the overall target achievement and the
resulting annual bonus payout amount per Management Board member.
Short-Term Incentive Compensation (STI)
for the year ended December 31, 2023
Relative to fixed
compensation
(in %)
Lower Limit
(0%)
Upper Limit
(100%)
Overall Target
Achieve-ment
(in %)
Thereof First
Installment to
be paid out
in April 2024
Thereof Second
Installment deferred
and to be paid out in
February 2025(1)
Compensation Corridor
STI Payment (in thousand)
Prof. Ugur Sahin, M.D.
Jens Holstein
Sean Marett
Sierk Poetting, Ph.D.
Ryan Richardson
James Ryan, Ph.D.(2)
Prof. Özlem Türeci, M.D.
50
55
55
55
55
55
55
—
—
—
—
—
—
—
350
300
300
300
300
100
300
90
90
90
90
90
90
90
158
135
135
135
135
45
135
158
135
135
135
135
45
135
(1) Deferred amount is dependent on the share price development during the year following the determination date in Februar 2024.
(2) Appointed effective as of September 1, 2023.
The performance targets defined by our Supervisory Board for the year
ended December 31, 2023 are related both to our financial performance
and to our strategic and operational objectives, as we aim to advance our
pipeline into market readiness. As shown in the table below, the ambitious
and measurable financial and non-financial performance targets include
various Company Goals as well as Environmental, Social and Corporate
Governance, or ESG, targets and were defined in line with the applicable
compensation system.
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REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
The Supervisory Board made the following determinations at the begin-
ning of the 2024 financial year.
Company Goals
Achieve financial targets
Performance Targets 2023 Financial Year
Accelerate Oncology Pipeline
Expand Comirnaty Franchise
Advance technological and manufacturing capabilities
ESG Targets
Enable entrepreneurial spirit at scale, care for people and culture and achieve highest
quality, CSR and compliance standards
Additional Incentives
Achievements with significant value for the company that were not planned or known at
the beginning of 2023
Total
Target Performance
(in %)
Level of Target
Achievement
(in %)
Achieved Target
Performance
(in %)
30%
20%
18%
16%
31%
10%
125%
53%
75%
100%
81%
84%
20%
16%
15%
18%
13%
26%
2%
90%
During the year ended December 31, 2023, we advanced and diversified
our innovation pipeline to serve a larger patient population; in particular,
we advanced our mid- to late-stage oncology and our infectious disease
pipeline by progressing various programs into and within the clinic. Fur-
thermore, we continued to help fight the pandemic by broadening access
to Comirnaty worldwide. We also advanced our technological and manu-
facturing capabilities with different construction projects worldwide and
became a leading artificial intelligence and machine learning company
with the acquisition of InstaDeep. While we went from a pandemic to an
endemic market situation and continued investing into our pipeline, we
were able to remain profitable during the 2023 financial year and ended
with a €17.7 billion cash and security investment balance as of December
31, 2023. Additionally, during the year ended December 31, 2023 we fur-
ther improved our governance to achieve and maintain highest possible
quality, CSR and compliance standards. Furthermore, we continued our
Company's growth strategy, by elevating our corporate function, hiring
qualified personnel and caring for our people. The determination on the
actual achievement of the performance targets by the Supervisory Board
for the year ended December 31, 2023 was 90%.
The first installment of the STI for the year ended December 31, 2023 will
be paid out in April 2024, the month after the approval of the consolidated
financial statements. The first installment of the STI for the year ended De-
cember 31, 2023 was considered granted and owed in 2023, the year in
which the activity to which the compensation relates, was performed. The
first installment of the STI for the year ended December 31, 2022 was con-
sidered granted and owed in 2022 and was paid out in April 2023.
The second installment of the STI for the year ended December 31,
2023 was also considered granted and owed in 2023, as the Manage-
ment Board had already completed the activity to which it relates. It will be
paid out in February 2025 subject to an adjustment due to the share-price
development. The second installment of the STI for the year ended De-
cember 31, 2022 was considered granted and owed in 2022 and was paid
out in March 2024 with adjustments due to the share-price development.
The second STI installment is subject to adjustments in relation to the
development of the share price between the determination date, when
the STI achievement is determined, and the respective anniversary of
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
that date (i.e., in the event of an increase or decrease in the share price,
based on the market price of ADSs representing our ordinary shares,
the payment amount is multiplied by the factor of the development of the
share price).
Outlook for the 2024 Short-Term Incentive Compensation
For the year ending December 31, 2024 the Supervisory Board defined
the following performance targets and their weighting for all Management
Boards Members. The building blocks of the ambitious and measurable
financial and non-financial performance targets comprise various Com-
pany Goals as well as an Environmental, Social and Corporate Gover-
nance-targets and Additional Incentives. Each of the performance targets
containing sub-targets with a relative weighting that adds to a maximal
total achievable target of 125%, whereby the maximum payout on the STI
is capped at 100% .
Performance Targets 2024
Financial Year
Target Performance
(in %)
Company Goals
Maintain sustainable Financials targets
Continue to build a competitive commercial
business
Advance pipeline towards market
ESG Targets
Further improve ESG & Global Health
impact
Additional Incentives Rewards for achievements at the discretion-
of the Supervisory Board
Total
15%
15%
65%
20%
10%
125%
5.4 Share-Based Payments (incl. Long-Term Incentive (LTI) and other
one-time awards)
Our Management Board’s service agreements provide for long-term in-
centive compensation (Management Board Grant - LTI) through an annual
grant of options to acquire BioNTech shares during their respective service
periods. These LTI awards are in line with our compensation system ap-
proved by the AGM on June 22, 2021. The options granted each year are
subject to the terms and conditions of the respective authorizations of the
Annual General Meeting creating our Employee Stock Ownership Plan
(ESOP) and the applicable option agreements thereunder (see section 5.5
below).
During the year ended December 31, 2022, the number of options granted
to Ugur Sahin, Jens Holstein, Sean Marett, Sierk Poetting, Ryan Richardson
and Özlem Türeci was calculated based on a target value of €750,000;
€550,000; €550,000; €550,000; €280,000; and €550,000, respectively.
Beginning on January 1, 2023, the target for the number of options to be
granted each year for Ugur Sahin and Ryan Richardson was increased
to a value of €1,050,000 and €550,000, respectively, as part of an annual
compensation review to ensure competitive compensation. As a result,
the number of options granted to Ugur Sahin, Jens Holstein, Sean Ma-
rett, Sierk Poetting, Ryan Richardson and Özlem Türeci was calculated
based on a target value of €1,050,000; €550,000; €550,000; €550,000;
€550,000; and €550,000, respectively. The service agreement with
James Ryan provides that granted options will generally be calculated
based on a target value of €550,000. However, as the annual grant is gen-
erally made in the first half of the year, no LTI was granted for the period
from his appointment on September 1, 2023 to December 31, 2023.
The Supervisory Board granted Jens Holstein a one-time signing bonus of
€800,000 in connection with his appointment in the form of 4,246 phan-
tom shares. The phantom shares vest in four equal installments on July 1
of 2022, 2023, 2024, and June 30, 2025 but will only be settled in cash on
July 1, 2025. The cash payment is subject to an effective settlement clos-
ing price cap. This means that the settlement closing price shall effectively
be adjusted to ensure that the current price of an ADS as of the settlement
date does not exceed 800% of the closing price applied when the award
was initially granted. In addition, the total cash payment under the award
shall not exceed €6.4 million.
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
We have also entered into one-time share-based payment arrangements
with our Management Board members, including the Employee Stock
Ownership Plan (ESOP) granted in 2018 (ESOP 2018 Program) and the
Chief Executive Officer Grant granted in 2019 (CEO Grant 2019), which
are explained in detail in section 5.5 below.
from USD to Euro using the exchange rates published by the German
Central Bank (Deutsche Bundesbank) on the same days, as well as using
the effective exercise price and maximum cap mechanism for all Manage-
ment Board members. The implied market value may vary from the benefit
in kind.
5.5 Additional Disclosures on Share-Based Payment Instruments
In accordance with Sec. 162 para. 1 no. 3 AktG, the table below provides
an overview of the share options and other share-based payment instru-
ments allocated to our Management Board and outstanding as of Decem-
ber 31, 2023.
During the year ended December 31, 2022, option rights granted under the
ESOP 2018 vested and became exercisable on September 16, 2022 for
James Ryan, and on November 15, 2022 for Ugur Sahin, Sierk Poetting and
Sean Marett. The option rights granted to Ryan Richardson and Özlem
Türeci, which had vested in 2019 but were subject to performance and
waiting conditions, became exercisable on September 16, 2022 and No-
vember 15, 2022, respectively. During the exercise period, the options
rights remain subject to performance conditions which must be fulfilled as
of the date the relevant option rights are exercised. Following the vesting
of 25% on an annual basis since 2019, the CEO Grant 2019 vested and be-
came exercisable on October 9, 2023. In addition, the various LTI awards
vest at a rate of 25% annually over four years. The annual vesting dates
starting the year after the options were awarded are as follows: February
13 for the LTI 2020 award, May 12 (for all Management Board members
except Jens Holstein; May 17 for Jens Holstein) for the LTI 2021 award,
May 31 for the LTI 2022 award, and May 22 for the LTI 2023 award. While
vesting, the LTI awards continue to be subject to performance and waiting
conditions. Jens Holstein’s one-time signing bonus also vests at a rate of
25% annually over four years until June 30, 2025. The award continues to
be subject to waiting conditions over the vesting period.
The benefits from our share-based payment arrangements (including
long-term incentive) are considered granted and owed when the awards
are settled. For further explanations, see section 5.6. During the years
ended December 31, 2023 and 2022, this definition applies to the option
rights granted under the ESOP 2018 Program as a result of their exercise
and settlement. Although the entire CEO Grant 2019 became exercisable
during the year ended December 31, 2023, it was not considered granted
and owed, as it was not actually exercised and remains accessible. With
respect to the ESOP 2018 Program, the table "Compensation Granted
and Owed" in section 5.6 shows the implied market value calculated using
the closing price of an American Depositary Share of BioNTech on Nas-
daq on the respective last day preceding the exercise dates converted
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1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
Prof. Ugur Sahin, M.D.
Jens Holstein
Sean Marett
Sierk Poetting, Ph.D.
Ryan Richardson
James Ryan, Ph.D.(7)
Prof. Özlem Türeci, M.D.
Grant Date/
Allocation Date
10/09/2019(2)
2/13/2020(3)
5/12/2021(4)
5/31/2022(5)
5/20/2023(6)
5/17/2021(4)
7/1/2021(8)
5/31/2022(5)
5/20/2023(6)
11/15/2018
2/13/2020(3)
5/12/2021(4)
5/31/2022(5)
5/20/2023(6)
2/13/2020(3)
5/12/2021(4)
5/31/2022(5)
5/20/2023(6)
2/13/2020(3)
5/12/2021(4)
5/31/2022(5)
5/20/2023(6)
12/15/2020
12/10/2021
12/09/2022
12/08/2023
2/13/2020(3)
5/12/2021(4)
5/31/2022(5)
5/20/2023(6)
Number of Ordinary
Shares Underlying Share
Options/Number of
Phantom Share Options(1)
4,374,963
97,420
17,780
19,997
38,506
6,463
4,246
14,664
18,416
—
38,968
7,112
14,664
18,416
38,968
7,112
14,664
18,416
33,772
6,163
7,465
18,416
1,163
313
740
750
38,968
7,112
14,664
18,416
Option Exercise
Price (€)(11)
Earliest Option
Exercise Date(9)
Option
Expiration Date
Name of
the Program
13.57
27.86
167.63
137.65
103.12
169.08
n/a(8)
137.65
103.12
10.14
27.86
167.63
137.65
103.12
27.86
167.63
137.65
103.12
27.86
167.63
137.65
103.12
n/a
n/a
n/a
n/a
27.86
167.63
137.65
103.12
10/9/2023
2/13/2024
5/12/2025
5/31/2026
5/20/2027
5/17/2025
7/1/2025(8)
5/31/2026
5/20/2027
11/15/2022
2/13/2024
5/12/2025
5/31/2026
5/20/2027
2/13/2024
5/12/2025
5/31/2026
5/20/2027
2/13/2024
5/12/2025
5/31/2026
5/20/2027
12/15/2024
12/10/2025
12/9/2026
12/8/2027
2/13/2024
5/12/2025
5/31/2026
5/20/2027
10/9/2029
CEO Grant 2019
2/13/2030
5/12/2031
5/31/2032
5/20/2033
5/17/2031
LTI 2020(10)
LTI 2021(10)
LTI 2022(10)
LTI 2023(10)
LTI 2021(10)
n/a(8)
Signing Bonus
5/31/2032
5/20/2033
11/15/2026
2/13/2030
5/12/2031
5/31/2032
5/20/2033
2/13/2030
5/12/2031
5/31/2032
5/20/2033
2/13/2030
5/12/2031
5/31/2032
5/20/2033
n/a
n/a
n/a
n/a
2/13/2030
5/12/2031
5/31/2032
5/20/2033
LTI 2022(10)
LTI 2023(10)
ESOP 2018
LTI 2020(10)
LTI 2021(10)
LTI 2022(10)
LTI 2023(10)
LTI 2020(10)
LTI 2021(10)
LTI 2022(10)
LTI 2023(10)
LTI 2020(10)
LTI 2021(10)
LTI 2022(10)
LTI 2023(10)
LTI 2020 (EEP)
LTI 2021 (EEP)
LTI 2022 (EEP)
LTI 2023 (EEP)
LTI 2020(10)
LTI 2021(10)
LTI 2022(10)
LTI 2023(10)
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REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
(1) The 18-for-1 stock split of our ordinary shares, which became effective on September 18, 2019 upon
registration with the commercial register (Handelsregister) is reflected in share amounts granted in
advance.
(2) Options vested in four equal installments on October 9 of 2020, 2021, 2022 and 2023. With the final
installment vesting in 2023, the entire award became exercisable. As Ugur Sahin did not exercise in 2023,
the options remain exercisable and can only be exercised during the exercise windows as defined by our
ESOP.
(3) Options vested in four equal installments on February 13 of 2021, 2022, 2023 and 2024, and are now
exercisable following the expiry of the waiting period on February 13, 2024 and can only be exercised
during the exercise windows as defined by our ESOP.
(4) Options were issued as phantom share options and vest in four equal installments on May 12 of 2022,
2023, 2024 and 2025 for all Management Board members except Jens Holstein, and in the case of
Jens Holstein, vest in four equal installments on May 17 of 2022, 2023, 2024 and 2025. The options
will not become exercisable before the expiry of the waiting period on May 12, 2025 and May 17, 2025,
respectively, and can only be exercised during the exercise windows as defined by our ESOP.
(5) Options were issued as phantom share options and vest in four equal installments on May 31 of 2023,
2024, 2025 and 2026 for all Management Board members. The options will not become exercisable
before the expiry of the waiting period on May 31, 2026 and can only be exercised during the exercise
windows as defined by our ESOP.
(6) Options vest in four equal installments on May 20 of 2024, 2025, 2026 and 2027. The options will not
become exercisable before the expiry of the waiting period on May 20, 2027 and can only be exercised
during the exercise windows as defined by our ESOP.
(7) As James Ryan was not part of the Management Board at the time the 2023 LTI award was allocated,
he did not receive any options under the ESOP. Prior to his appointment to the Management Board,
RSUs were granted to him under the BioNTech 2020 Employee Equity Plan (EEP). RSUs issued under
the LTI 2020 (EEP), LTI 2021 (EEP), LTI 2022 (EEP) and LTI 2023 (EEP) programs vest annually in equal
installments over four years commencing in December 2020, December 2021, December 2022 and
December 2023 respectively and will be settled after a waiting period of four years.
(8) In connection with Jens Holstein’s appointment to the Management Board as Chief Financial Officer
(CFO) as of July 1, 2021, the Supervisory Board granted him a one-time signing bonus as outlined in
section 5.4. n/a = not applicable
(9) Indicates end of the respective waiting periods, additional restrictions with respect to exercise windows
may apply.
(10) Management Board Grant (Long-Term Incentive) in the respective years.
(11) All options are subject to an effective exercise price cap. This means that the exercise price shall
effectively be adjusted to ensure that the current price of an ADS as of the exercise does not exceed
800% of the exercise price. With respect to the ESOP 2018 Program and the CEO Grant 2019, the
maximum economic benefit receivable in respect of any exercised is capped at $240.00 with the effective
exercise price being capped at a Euro amount equivalent to $30.00. With respect to the LTI 2020, the
maximum economic benefit receivable in respect of any exercised option is capped at $246.24, with the
effective exercise price being capped at a Euro amount equivalent to $30.78. With respect to the phantom
share options issued under the LTI 2021 and 2022 as well as the options issued under the LTI 2023
programs, the maximum compensation that the Management Board members are entitled to receive
under such programs, together with other compensation components received by each such board
member in the respective grant year, shall not exceed €20.0 million for Ugur Sahin as Chief Executive
Officer (CEO) and €10.0 million for all other Management Board members.
Management Board Grant (Long-Term Incentive)
Our Management Board’s service agreements provide for long-term in-
centive compensation (Management Board Grant - LTI) through an an-
nual grant of options to acquire BioNTech shares during their respective
service periods. The options granted each year are subject to the terms
and conditions of the respective authorizations of the Annual General
Meeting creating our Employee Stock Ownership Plan (ESOP) and the
applicable option agreements thereunder. The allocation of the number
of issued options in 2020 occurred in February 2020. In May 2021 and
May 2022, the Management Board received phantom options equivalent
to the number of options the Management Board members would have
been entitled to receive for 2021 and 2022. During 2023, options were
granted in May 2023.
For the awards allocated as of February 13, 2020; May 12, 2021; May 17,
2021; May 31, 2022 and May 20, 2023, the exercise prices are $30.78
(€27.86); $185.23 (€167.63); $186.83 (€169.08); $152.10 (€137.65)and
$113.94 (€103.12) respectively (all amounts calculated as of December 31,
2023 using the foreign exchange rate as published by the German Central
Bank (Deutsche Bundesbank)).
All options are subject to an effective exercise price cap, which means that
the exercise price shall be adjusted to ensure that the current price of an
ADS as of the exercise date does not exceed 800% of the exercise price.
With respect to the LTI 2020, the maximum economic benefit receivable
in respect of any exercised option is capped at $246.24, with the effective
exercise price being capped at a Euro amount equivalent to $30.78. With
respect to the phantom share options issued under the LTI 2021 and 2022
as well as the options issued under the LTI 2023 programs, the maximum
compensation that the Management Board members are entitled to re-
ceive under such programs, together with other compensation compo-
nents received by each such board member in the respective grant year,
shall not exceed €20.0 million for Ugur Sahin as Chief Executive Officer
(CEO) and €10.0 million for all other Management Board members. The
options vest annually in equal installments over four years commencing
on the first anniversary of the allocation date and become exercisable four
years after the allocation date.
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2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
The vested options can only be exercised if each of the following perfor-
mance criteria has been achieved: (i) at the time of exercise, the current
price is equal to or greater than the threshold amount (that is, the exercise
price, provided that such amount increases by seven percentage points
on each anniversary of the allocation date); (ii) at the time of exercise, the
current price is at least equal to the target price (that is, (a) for the twelve-
month period starting on the fourth anniversary of the allocation date,
$8.5 billion divided by the total number of the ordinary shares outstanding
immediately following the initial public offering (other than ordinary shares
owned by BioNTech), and (b) for each twelve-month period starting on
the fifth or subsequent anniversary of the allocation date, 107% of the
target share price applicable for the prior twelve-month period); and (iii)
the closing price for the fifth trading day prior to the start of the relevant
exercise window is higher than the exercise price by at least the same
percentage by which the Nasdaq Biotechnology Index or a comparable
successor index as of such time is higher than such index was as of the
last trading day before the allocation date. Following the expiry of the wait-
ing period, option rights may be exercised during the exercise windows as
set out in the ESOP agreement. The option rights can be exercised up to
ten years after the allocation date. If they have not been exercised by that
date, they will be forfeited without compensation.
The tables below show the development and the outstanding number of
share options as of and between the dates indicated:
Management Board Grant (LTI 2020)
Number of Ordinary Shares
Underlying Share Options
As of December 31, 2022
Exercised
As of December 31, 2023
Prof. Ugur
Sahin, M.D.
97,420
—
97,420
Jens Holstein(1)
Sean Marett
Sierk
Poetting, Ph.D.
Ryan Richardson
James
Ryan, Ph.D.(2)
Prof. Özlem
Türeci, M.D.
—
—
—
38,968
—
38,968
38,968
—
38,968
33,772
—
33,772
—
—
—
38,968
—
38,968
(1) Jens Holstein was appointed to the Management Board as Chief Financial Officer (CFO) as of July 1, 2021, subsequent to the allocation of the Management Board Grant (LTI 2020).
(2) James Ryan was appointed to the Management Board as Chief Legal Officer (CLO) as of September 1, 2023, subsequent to the allocation of the Management Board Grant (LTI 2020).
444
BioNTech | Annual Report 2023
238
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
Management Board Grant (LTI 2021)
Number of Phantom Share Options
As of December 31, 2022
Exercised
As of December 31, 2023
Prof. Ugur
Sahin, M.D.
17,780
—
17,780
Jens Holstein
Sean Marett
Sierk
Poetting, Ph.D.
Ryan Richardson
James
Ryan, Ph.D.(1)
Prof. Özlem
Türeci, M.D.
6,463
—
6,463
7,112
—
7,112
7,112
—
7,112
6,163
—
6,163
—
—
—
7,112
—
7,112
(1) James Ryan was appointed to the Management Board as Chief Legal Officer (CLO) as of September 1, 2023, subsequent to the allocation of the Management Board Grant (LTI 2021).
Management Board Grant (LTI 2022)
Number of Phantom Share Options
As of December 31, 2022
Exercised
As of December 31, 2023
Prof. Ugur
Sahin, M.D.
19,997
—
19,997
Jens Holstein
Sean Marett
Sierk
Poetting, Ph.D.
Ryan Richardson
James
Ryan, Ph.D.(1)
Prof. Özlem
Türeci, M.D.
14,664
—
14,664
14,664
—
14,664
14,664
—
14,664
7,465
—
7,465
—
—
—
14,664
—
14,664
(1) James Ryan was appointed to the Management Board as Chief Legal Officer (CLO) as of September 1, 2023, subsequent to the allocation of the Management Board Grant (LTI 2022).
Management Board Grant (LTI 2023)
Number of Share Options
As of December 31, 2022
Allocated
Exercised
As of December 31, 2023
Prof. Ugur
Sahin, M.D.
—
38,506
—
38,506
Jens Holstein
Sean Marett
Sierk
Poetting, Ph.D.
Ryan Richardson
James
Ryan, Ph.D.(1)
Prof. Özlem
Türeci, M.D.
—
18,416
—
18,416
—
18,416
—
18,416
—
18,416
—
18,416
—
18,416
—
18,416
—
—
—
—
—
18,416
—
18,416
(1) James Ryan was appointed to the Management Board as Chief Legal Officer (CLO) as of September 1, 2023, subsequent to the allocation of the Management Board Grant (LTI 2023).
444
BioNTech | Annual Report 2023
239
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
The following is a presentation of the one-time programs that were
approved prior to the adoption of the compensation system during the
year ended December 31, 2021:
windows as defined by our ESOP. The option rights can be exercised up
to ten years after the allocation date. If they have not been exercised by
that date, they will be forfeited without compensation.
Chief Executive Officer Grant 2019
In September 2019, we granted Ugur Sahin an option to purchase
4,374,963 of our ordinary shares, subject to his continuous employment
with us. The exercise price per share of each option is $15.00 (€13.57),
being the public offering price from our initial public offering converted
into Euros as of December 31, 2023, and which is subject to the effective
exercise price cap and the maximum cap mechanism. Under the effective
exercise price cap, the exercise price shall be adjusted to ensure that the
current price of an ADS as of the exercise date does not exceed 800%
of the exercise price. Under the maximum cap mechanism, the maximum
economic benefit receivable in respect of any exercised option is capped
at $240, with the effective exercise price being capped at a Euro amount
equivalent to $30.00. Under this CEO Grant, the options vested annually
in equal installments over four years commencing on the first anniversary
of our initial public offering.
The vested option rights can only be exercised if and to the extent that
each of the following performance criteria has been achieved: (i) at the
time of exercise, the current price is equal to or greater than the threshold
amount (that is, the exercise price, provided that such amount increases
by seven percentage points on each anniversary of the allocation date);
(ii) at the time of exercise, the current price is at least equal to the target
price (that is, (a) for the twelve-month period starting on the fourth anni-
versary of the allocation date, $8.5 billion divided by the total number of
the shares outstanding immediately following the initial public offering
(other than shares owned by us), and (b) for each twelve-month period
starting on the fifth or subsequent anniversary of the allocation date, 107%
of the target share price applicable for the prior twelve-month period);
and (iii) the closing price for the fifth trading day prior to the start of the
relevant exercise window is higher than the exercise price by at least the
same percentage by which the Nasdaq Biotechnology Index or a com-
parable successor index as of such time is higher than such index was
as of the last trading day before the allocation date. Following the expiry
of the waiting period, option rights may be exercised during the exercise
On October 9, 2023, with the final installment vesting, all 4,374,963 op-
tions became exercisable under the rules of the ESOP and the ESOP
agreement. During the year ended December 31, 2023, no options were
exercised.
Employee Stock Ownership Plan 2018
Based on an authorization of the general meeting on August 18, 2017, we
established a share option program under which we granted selected
employees options to receive our shares. The program is designed as
an Employee Stock Ownership Plan, or ESOP. We offered participants
a certain number of option rights by their explicit acceptance of an op-
tion rights agreement. The exercise of option rights in accordance with
the agreement gives the participants the right to obtain shares against
payment of the exercise price. With respect to the Management Board
members serving at the time of allocation, the options are subject to the
effective exercise price cap and maximum cap mechanisms. Under the
exercise price cap, the exercise price shall be adjusted to ensure that the
current price of an ADS as of the exercise date does not exceed $30.00.
Under the ESOP, the option rights (other than Özlem Türeci’s, and Ryan
Richardson’s options) fully vest after four years and can be exercised
if: (i) the waiting period of four years has elapsed; and (ii) at the time of
exercise, the average closing price of the shares of the Company or the
average closing price of the right or certificate to be converted into an
amount per share on the previous ten trading days preceding the exercise
of the option right exceeds the strike price by a minimum of 32%, with this
percentage increasing by eight percentage points as of the fifth anniver-
sary of the respective issue date and as of each subsequent anniversary
date. Following the expiry of the waiting period, option rights may be ex-
ercised within a period of four weeks from the date of the Annual General
Meeting or the publication of the annual financial statements, the semi-an-
nual report or our most recent quarterly report or interim report (exercise
windows). The option rights can be exercised up to eight years after the
allocation date. If they have not been exercised by that date, they will be
forfeited without compensation.
444
BioNTech | Annual Report 2023
240
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
By way of a shareholders’ resolution of the general meeting on August
19, 2019, the authorization to issue such option rights was amended such
that, in order for the options to be exercisable, the average closing price
of the Company’s shares or the average closing price of the right or cer-
tificate to be converted into an amount per share on the ten trading days
immediately preceding the exercise must exceed the strike price by a
minimum of 28%, with this percentage increasing by seven percentage
points as of the fifth anniversary of the issue date and as of each subse-
quent anniversary date. Furthermore, in addition to the aforementioned
requirements, the exercise is only possible if the share price (calculated
by reference to the price of the ordinary share underlying the ADS) has
performed similar to or better than the Nasdaq Biotechnology Index. The
changes made do not affect option rights already issued.
In September 2022, the Supervisory Board determined the ESOP settle-
ment by the delivery of treasury shares (in the form of ADSs) equal to the
net value of the exercised option rights after deduction of (i) the exercise
price and (ii) the applicable wage taxes (including solidarity surcharge
thereon and church tax, if applicable) and social security contributions
resulting from such exercise. The settlement was applied during the exer-
cise windows in 2022 and 2023.
The table below shows the development and the outstanding number of
share options as of and between the dates indicated:
ESOP 2018
Number of Ordinary Shares
Underlying Share Options
As of December 31, 2022
Exercised
As of December 31, 2023
Prof. Ugur
Sahin, M.D.
Jens Holstein(1)
Sean Marett
Sierk
Poetting, Ph.D.
Ryan Richardson
James
Ryan, Ph.D.(2)
Prof. Özlem
Türeci, M.D.
—
—
—
—
—
—
230,780
(230,780)
—
—
—
—
—
—
—
—
—
—
—
—
—
(1) Jens Holstein was appointed to the Management Board as Chief Financial Officer (CFO) as of July 1, 2021.
(2) James Ryan was appointed to the Management Board as Chief Legal Officer (CLO) as of September 1, 2023.
444
BioNTech | Annual Report 2023
241
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
Except for Sean Marett, all Management Board members exercised all
their option rights during the year ended December 31, 2022. Sean Marett
exercised his remaining 230,780 option rights in 2023. The members of
the Management Board do not have any options from the ESOP 2018
program outstanding as of December 31, 2023. The members of the Man-
agement Board have mainly retained most of the shares resulting from the
settlement and therefore hold an important stake in our company's future.
5.6 Compensation Granted and Owed during the year ended
December 31, 2023
The total compensation granted or owed according to Sec. 162 para.
1 AktG to all members of the Management Board for the years ended
December 31, 2023, and 2022 is presented in the table below. Com-
pensation is considered granted if it either has been actually received or
the activities to which it relates have been performed. Compensation is
considered owed if the compensation components are legally due, but
have not yet been received. Hereinafter, when the former definition ap-
plies, compensation is referred to only as being “granted and owed.” The
Institute of Public Auditors in Germany, Incorporated Association (Institut
der Wirtschaftsprüfer, IDW) has provided two interpretations for the pre-
sentation. According to interpretation 1, compensation is only shown
as granted and owed in the year in which it is received (inflow principle;
“Zuflussprinzip”). According to interpretation 2, compensation may also
be disclosed in the compensation report for the financial year in which the
activity underlying the compensation was performed (vesting principle;
“Erdienungsprinzip”). The Supervisory Board and the Management Board
have decided to apply interpretation 2 for short-term compensation com-
ponents such as fixed compensation and short-term incentives (STI) and
interpretation 1 for share-based payments (incl. long-term incentives
(LTI)). An approach which deviates from interpretation 1 was chosen
because it allows a fair presentation of the actual benefits, which are, for
example, subject to final underlying share price developments.
As outlined in section 5.4, during the year ended December 31, 2022,
the options granted under the ESOP 2018 Program vested and became
exercisable (option rights allocated to Ryan Richardson and Özlem Türeci
had already vested in 2019, but continued to be subject to performance
and waiting conditions). During the year ended December 31, 2023, the
options granted under the CEO Grant 2019 vested and became exercis-
able. During the exercise period, the options rights remain subject to per-
formance conditions which have to be fulfilled as of the date the relevant
option rights are exercised. The benefits from our share-based payment
arrangements (including long-term incentive) are considered granted and
owed when the awards are settled. During the years ended December 31,
2023 and 2022, this definition applies to the option rights granted under
the ESOP 2018 Program as a result of their exercise and settlement. Al-
though the entire CEO Grant 2019 became exercisable during the year
ended December 31, 2023, it was not considered granted and owed, as it
was not actually exercised and remains accessible.
The amounts shown as share-based payments (including long-term in-
centives) in the table below are based on the implied market value at
the time the awards fulfill the “granted and owed” definition. The ESOP
2018 Program, designed in line with market standards, comprises provi-
sions as outlined in section 5.5 above that include effective exercise price
cap and maximum cap mechanisms. Although those cap mechanisms
were applied, our unique and outstanding share price development be-
tween the time of grant and settlement, led to extraordinary high amounts,
as shown below. The share price was driven by our extraordinary rev-
enues and net profit increases at that time. While unprecedented and
driven by the COVID-19 pandemic, these developments were also largely
attributable to the exceptional performance and contribution of the Man-
agement Board as a whole, including their determination to help fight the
pandemic since early 2020. They are not to be seen as cash payments to
the Management Board, as the exercise was settled by delivering Amer-
ican Depositary Shares, or ADSs, representing our ordinary shares. The
members of the Management Board have mainly retained most of the
shares resulting from the after-tax settlement and therefore hold an im-
portant stake in our Company’s future.
444
BioNTech | Annual Report 2023
242
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
in thousands €
Fixed compensation(1)
2023
2022
Fringe benefits(3)
2023
2022
Short-term incentive –
first installment(4)
2023
2022
Short-term incentive –
second installment(5)
2023
2022
Other variable compensation
2023
2022
Share-based payments
(incl. long-term incentive)(8)
2023
Management Board Grant – LTI
ESOP 2018(9)
Other share-based payment arrangements
2022
Management Board Grant – LTI
ESOP 2018(9)
Other share-based payment arrangements
Total
2023
2022
Prof. Ugur
Sahin, M.D.
Jens Holstein
Sean Marett
Sierk
Poetting, Ph.D.
Ryan Richardson
James
Ryan, Ph.D.(2)
Prof. Özlem
Türeci, M.D.
700
360
6
6
158
77
158
77
—
—
—
—
—
—
257,076
—
1,022
257,596
550
550
5
7
135
128
135
128
600(7)
—
—
—
—
—
—
—
1,425
813
550
513
12
8
135
128
135
128
—
60
—
19,289
—
—
53,479
—
20,121
54,316
550
550
5
4
135
128
135
128
—
—
—
—
—
—
550
340
26
27
135
72
135
72
—
—
—
—
—
—
86,015
—
825
86,825
22,555
—
846
23,066
183
—
—
—
45
—
45
—
180(6)
—
—
—
—
—
—
—
453
—
550
518
—
—
135
128
135
128
—
—
—
—
—
—
274,209
—
820
274,983
444
BioNTech | Annual Report 2023
243
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
(1) For James Ryan, a part of the fixed compensation was paid by BioNTech UK Limited, a subsidiary of
(9) The amounts shown are related to the option rights granted one-time under the ESOP 2018 Program. The
BioNTech SE. Approximately 30% of his total compensation is attributable to his position as a member of
table shows the implied market value calculated using the closing price of an American Depositary Share
the Management Board and approximately 70% is attributable to his position as a director of BioNTech UK
Limited.
of BioNTech on Nasdaq on the respective last day preceding the exercise dates converted from USD to
Euro using the exchange rates published by the German Central Bank (Deutsche Bundesbank) on the
(2) James Ryan was appointed to the Management Board as Chief Legal Officer (CLO) effective as of
same days, as well as using the effective exercise price and maximum cap mechanism for all Management
September 1, 2023. His compensation for the year ended December 31, 2023 was granted on a pro-rata
Board members. The implied market value may vary from the benefit in kind.. Our unique and outstanding
basis.
share price development between the time of grant and settlement, led to extraordinary high amounts.
(3) Includes social security, health and additional insurance, company bike and travel expenses. Other fringe
They are not to be seen as cash payments to the Management Board, as the exercise was settled by
benefits, e.g., costs for security services, which are integral to the performance of business duties, are not
delivering ADSs, representing our ordinary shares. The members of the Management Board have mainly
included in the amount.
retained most of the shares resulting from the after-tax settlement and therefore hold an important stake
(4) The STI in a given year is always paid out in two installments over two years. The first installment of the
in our Company’s future.
For the years ended December 31, 2023, and 2022 we did not make use
of the malus and claw-back provisions, which would entitle us to withhold
or reclaim variable STI compensation components in whole or in part, as
no event incurred which would be considered a breach in this respect.
For the years ended December 31, 2023, and 2022, no event of termi-
nation occurred under the Management Board service contracts. As a
result, we did not apply the termination-related rules and regulations,
which state that outstanding variable compensation components in the
period up to termination shall be granted and, in the event of premature
termination due to revocation of the appointment, the Board member shall
receive a severance payment.
A detailed description of the malus and claw-back and termination provi-
sions are included in our compensation system.
STI for the year ended December 31, 2023 will be paid out in April 2024, the month after the approval of
the consolidated financial statements. The first installment of the STI for the year ended December 31,
2023 was considered granted and owed in 2023, the year in which the activity to which the compensation
relates, was performed. The first installment of the STI for the year ended December 31, 2022 was
considered granted and owed in 2022 and was paid out in April 2023.
(5) The second installment of the STI for the year ended December 31, 2023 was also considered granted and
owed in 2023, as the Management Board had already completed the activity to which it relates. It will be paid
out in February 2025 subject to an adjustment due to the share-price development. The second installment
of the STI for the year ended December 31, 2022 was considered granted and owed in 2022 and was paid
out in March 2024 with adjustments due to the share-price development. The amounts ultimately paid
were as follows: Ugur Sahin €50 thousand, Jens Holstein €83 thousand, Sean Marett €83 thousand, Sierk
Poetting €83 thousand, Ryan Richardson €47 thousand and Özlem Türeci €83 thousand.
(6) During the year ended December 31, 2023, as part of his appointment to the Management Board, James
Ryan received a one-time signing cash payment in the amount of €180,000. The one-time signing cash
payment provided compensation in lieu of participation in the LTI 2023 program, which was allocated
before his appointment, and a pro-rata allocation for 2023 would not have been permitted under our
current AGM authorizations, as ESOPs may only be issued within the first six months of each calendar
year. Of this payment, James Ryan shall use 50% net of costs and expenses to purchase BioNTech shares
on or before August 31, 2024 to further strengthen his long-term commitment.
(7) During the year ended December 31, 2023, upon the recommendation of the Compensation, Nomination
and Corporate Governance Committee, the Supervisory Board approved a special payment in the
gross amount of €600,000 to Jens Holstein. The special payment was made to honor Jens Holstein’s
contribution to the extraordinary financial performance of BioNTech and recognize his efforts to
strengthen the Company’s long-term financial performance. Of this payment, Jens Holstein used
€150,000 net of costs and expenses to purchase 1,620 BioNTech shares during the year ended
December 31, 2023 to further strengthen his long-term commitment.
(8) Explanations of our share-based payment arrangements are given in section 5.5 and include the LTI
arrangements, the ESOP 2018, the CEO Grant 2019 and a one-time signing bonus agreed with Jens
Holstein as outlined in detail under section 5.4. The benefits from our share-based payment arrangements
(including long-term incentive) are considered granted and owed when the awards are settled. During
the years ended December 31, 2023 and 2022, this definition applies to the option rights granted under
the ESOP 2018 Program as a result of their exercise and settlement. Although the entire CEO Grant 2019
became exercisable during the year ended December 31, 2023, it was not considered granted and owed,
as it was not actually exercised and remains accessible. .
444
BioNTech | Annual Report 2023
244
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
E. INFORMATION ON THE
RELATIVE DEVELOPMENT
OF THE COMPENSATION OF
THE MANAGEMENT BOARD,
THE COMPENSATION OF
THE EMPLOYEES AND THE
DEVELOPMENT OF THE
COMPANY’S EARNINGS
The table below shows the relative development of the compensation
granted and owed to the Supervisory Board and Management Board
members, the average compensation of our employees and selected key
earning indicators for the periods indicated.
Selected key earning indicators considered by Sec. 162 para. 1 no. 2 AktG
generally measure the development of earnings on the basis of revenues,
operating income of the BioNTech Group (IFRS) and net income (HGB)
of the Company. Considering our operational and financial development,
our key earnings indicators fluctuated exceptionally over the past years.
Therefore, the development of those indicators relative to the compensa-
tion our Supervisory and Management Board members is not considered
meaningful.
The compensation of our members of the Management Board significant-
ly changed comparing the 2023 to 2022 and 2022 to 2021 financial years,
mainly as the options granted one-time under the ESOP 2018 Program
vested and became exercisable and were almost entirely settled in 2022
(option rights allocated to Ryan Richardson and Özlem Türeci had already
vested in 2019 but continued to be subject to performance and waiting
conditions and only Sean Marett had 230,780 options outstanding as of
December 31, 2022, which were exercised and settled in May 2023). The
definition of granted and owed applies to the option rights granted under
the ESOP 2018 Program, as they were exercised and settled in those
years ended December 31, 2023 and 2022. Even though the entire CEO
Grant 2019 became exercisable during the year ended December 31,
2023, it was not considered granted and owed, as it was not exercised
and remains accessible. As outlined in section 5.6, the compensation is
based on the implied market value at the time the options are considered
granted and owed in terms of Sec. 162 AktG. Our unique and outstanding
share price development between the time of grant and settlement, led to
extraordinary high amounts. Therefore, the development of the compen-
sation of the members of the Management Board is mainly not considered
meaningful.
The presentation of the average compensation of employees is based on
the compensation of BioNTech Group employees excluding apprentices.
The average employee compensation is calculated using the average
full-time equivalent at the beginning and end of the respective period.
The number of full-time equivalent employees employed by the Group in-
creased from 1,941 as of December 31, 2020 to 3,082 as of December 31,
2021; 4,530 as of December 31, 2022; and 6,133 as of December 31, 2023.
In order to be in line with the compensation of the Management Board
members, the presentation of the workforce compensation also corre-
sponds in principle to the granted and owed compensation within the
meaning of Section 162 para. 1 sentence 1 AktG and is shown with and
without share-based payment compensation. The compensation com-
prises the total expenses for wages, benefits and social security contri-
butions. In addition, for our workforce, share-based payment programs
are considered with their implied market value, to the extent considered
granted and owed during the years ended December 31, 2023, and 2022
(which applies to the ESOP 2018 Program and the LTI-plus program
awarded to employees who did not participate in the ESOP 2018 Pro-
gram). The share-based payment compensation was calculated using the
closing price of an American Depositary Share of BioNTech on Nasdaq
on the last trading day preceding the various respective exercise dates
(ESOP 2018 Program) or on December 15, 2022 (LTI-plus settlement
day) converted from USD to Euro using the exchange rate published by
the German Central Bank (Deutsche Bundesbank) on the relevant days.
The implied market values may vary from the benefit in kind.
444
BioNTech | Annual Report 2023
245
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
The compensation of the workforce significantly changed comparing the
year-on-year development between the 2020 and 2023 financial years,
as the option rights and restricted stock units granted one-time under the
ESOP 2018 Program and LTI-plus programs were considered granted
and owed mainly during the year ended December 31, 2022. Considering
the compensation of the workforce without the share-based payment
consideration, the change over the years was impacted by bonus pay-
ments mainly made in 2022. While the base salary from 2021 to 2022 as
well as 2022 to 2023 increased (10% and 7% respectively), the overall
compensation decreased from 2022 to 2023 due special one-time bonus
payments in 2022. The overall compensation was additionally impacted
by other factors including a changed personnel structure in connection
with new hires.
In 2023, the average per head target compensation of the Management
Board amounted to 9-times the average per head target compensation
of all BioNTech employees (excluding the Management Board) in 2023.
in %
Management Board
Prof. Ugur Sahin, M.D.
Jens Holstein(5)
Sean Marett
Sierk Poetting, Ph.D.
Ryan Richardson
James Ryan, Ph.D.(7)
Prof. Özlem Türeci, M.D.
Supervisory Board
Helmut Jeggle
Ulrich Wandschneider, Ph.D.
Baroness Nicola Blackwood(1)
Prof. Christoph Huber, M.D.(6)
Prof. Anja Morawietz, Ph.D.(11)
Michael Motschmann
Prof. Rudolf Staudigl, Ph.D.(11)
Earnings indicators
Revenues from contracts
with customers
(IFRS BioNTech Group)
Operating income/(loss)
(IFRS BioNTech Group)
Net income (HGB BioNTech SE)
Compensation of the
workforce(2)
Total workforce compensation
Total workforce compensation
excl. share-based payments
Change
2023
vs. 2022
Change
2022
vs. 2021
Change
2021
vs. 2020
n.m.(4)
75
n.m.(4)
n.m.(4)
n.m.(4)
—
n.m.(4)
—
(19)
—
n.m.
n.m.
(16)
n.m.
n.m.(8)
n.m.(9)
n.m.(10)
(67)
(5)
n.m.(4)
n.m.(5)
n.m.(4)
n.m.(4)
n.m.(4)
—
n.m.(4)
24
25
—
36
—
51
—
(9)
(17)
(20)
272
35
—
n.m.(5)
2
2
2
—
(1)
21
18
—
18
—
26
—
n.m.(8)
n.m.(9)
n.m.(10)
17
5
444
BioNTech | Annual Report 2023
246
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
(1) Nicola Blackwood was appointed to the Supervisory Board as of May 23, 2023. Therefore, a comparison
(8) Revenues changed significantly from €482,3 million in the year ended December 31, 2020 to
with the prior year is not possible.
(2) The average employee compensation is based on the compensation of BioNTech Group employees
including social security contributions and the implied market value from share-based payment
€18,976.7 million during the year ended December 31, 2021, to €17,310.6 million in the year ended
December 31, 2022 and to €3,819.0 million during the year ended December 31, 2023.
(9) Operating profit/(loss) changed significantly from an operating loss of €82,4 million in the year ended
arrangements, which are considered granted and owed. Considering the compensation of the workforce
December 31, 2020 to an operating profit of €15,283.8 million during the year ended December 31, 2021
without the share-based payment consideration, the change over the years was impacted by bonus
to €12,642.7 million operating profit during the year ended December 31, 2022 and to a €690.4 million
payments mainly made in 2022. While the base salary from 2021 to 2022 as well as 2022 to 2023
operating profit during the year ended December 31, 2023.
increased (10% and 7% respectively), the overall compensation decreased from 2022 to 2023 due to
(10) Net income (HGB) changed significantly from a €128.4 million net loss during the year ended December
special one-time bonus payments in 2022. The overall compensation was additionally impacted by other
31, 2020 to €10,777.6 million net income during the year ended December 31, 2021, to €8,626.0 million
factors including a changed personnel structure in connection with new hires. The average employee
net profit during the year ended December 31, 2022 and to €799.5 million net income during the year
compensation is calculated using the average full-time equivalent at the beginning and end of the periods
ended December 31, 2023. The information on net income (HGB) is not representative for the Group but is
indicated.
(3) n.m. = not meaningful.
considered to be a key earning indicator in terms of Sec. 162 para. 1 no. 2 AktG.
(11) Anja Morawietz and Rudolf Staudigl were appointed to the Supervisory Board as of June 1, 2022. Their
(4) The compensation of our members of the Management Board significantly changed comparing the
compensation for the year ended December 31, 2022 was granted on a pro-rata basis. Therefore, a
2023 to 2022 and 2022 to 2021 financial years, mainly as the options granted one-time under the ESOP
comparison with the partial year period is not meaningful (comparing the 2023 and 2022 financial year) or
2018 Program vested and became exercisable and were almost entirely settled in 2022 (option rights
not possible (comparing the 2022 and 2021 financial year).
allocated to Ryan Richardson and Özlem Türeci had already vested in 2019 but continued to be subject
to performance and waiting conditions and only Sean Marett had 230,780 options outstanding as of
December 31, 2022, which were exercised and settled in May 2023). The definition of granted and owed
applies to the option rights granted under the ESOP 2018 Program, as they were exercised and settled
in those years ended December 31, 2023 and 2022. Even though the entire CEO Grant 2019 became
exercisable during the year ended December 31, 2023, it was not considered granted and owed, as it
was not exercised and remains accessible. As outlined in section 5.6, the compensation is based on the
implied market value at the time the options are considered granted and owed in terms of Sec. 162 AktG
and, our unique and outstanding share price development between the time of grant and settlement, led
to extraordinary high amounts. Therefore, the development of the compensation of the members of the
Management Board is mainly not considered meaningful. The compensation changes in % between the
2022 and 2021 financial year for the members of the Management Board is the following: Ugur Sahin
47,079, Sean Marett 8,632, Sierk Poetting 15,404, Ryan Richardson 4,550 and Özlem Türeci 50,823. For
the changes in % between the 2023 and 2022 financial year, the compensation of the Management Board
is the following: Ugur Sahin (100), Sean Marett (63), Sierk Poetting (99), Ryan Richardson (96) and Özlem
Türeci (100).
(5) Jens Holstein was appointed to the Management Board as Chief Financial Officer (CFO) as of July 1, 2021.
His compensation for the year ended December 31, 2021 was granted on a pro-rata basis. Therefore,
a comparison with the prior year is not meaningful (comparing the 2022 and 2021 financial year) or not
possible (comparing the 2021 and 2020 financial year).
(6) Christoph Huber, served as a member of our Supervisory Board from 2008 and left the Supervisory
Board on May 25, 2023 after reaching the retirement age limit set by Supervisory Board. Therefore, a
comparison with the partial year period is not meaningful (comparing the 2023 and 2022 financial year).
(7) James Ryan was appointed to the Management Board as Chief Legal Officer (CLO) as of September
1, 2023. His compensation for the year ended December 31, 2023 was granted on a pro-rata basis.
Therefore, a comparison with the prior year is not possible.
444
BioNTech | Annual Report 2023
247
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
F. CONCLUSION ON
COMPENSATION SYSTEM
FOR THE YEAR ENDED
DECEMBER 31, 2023
The year ended December 31, 2023 was a year in which we continued to
translate our vision into strong performance and during which our Man-
agement Board was extended to include James Ryan as Chief Legal
Officer. Our Supervisory Board expanded by the appointment of Nicola
Blackwood. She succeeded Christoph Huber, who left the Supervisory
Board after reaching the retirement age set by the Supervisory Board.
Ulrich Wandschneider and Michael Motschmann were re-elected as Su-
pervisory Board Members. The term of office of Ulrich Wandschneider,
Nicola Blackwood and Michael Motschmann will end at the Annual Gen-
eral Meeting in 2027.
To promote the business strategy and the long-term development of
BioNTech, we examined our compensation system during the year ended
December 31, 2023. We engaged an external independent compensation
consultant to assess the compensation level and structure of our com-
pensation system to ensure that the members of the Management Board
are retained and to be able to attract new appointments to the Manage-
ment Board, which are in the Company’s long-term interest. The analysis
showed that our compensation system, which includes targets and caps,
is in line with market standards and complies with the German Corporate
Governance Code. The Management Board and the Supervisory Board
have followed the IDW interpretations for the presentation of compen-
sation in accordance with Sec. 162 of the German Stock Corporation Act
(AktG), according to which short-term compensation components such
as fixed compensation and short-term incentives (STI) are presented in
accordance with interpretation 2 (vesting principle; "Erdienungsprinzip")
and share-based payments (incl. long-term incentives (LTI) are presented
in accordance with IDW interpretation 1 (inflow principle; "Zuflussprinzip").
Compensation is significantly driven by, and fluctuates, with compensa-
tion derived from our share-based payment arrangements, which are not
to be seen as cash payments to the Management Board, as the exercise
was settled by delivering American Depositary Shares, or ADSs, repre-
senting our ordinary shares. The definition of granted and owed applies
to the option rights granted under the ESOP 2018 Program, as they were
exercised and settled in those years ended December 31, 2023 and 2022.
Even though the entire CEO Grant 2019 became exercisable during the
year ended December 31, 2023, it was not considered granted and owed,
as it was not exercised and remains accessible. Those arrangements
were granted prior to, and alongside with, our IPO. The compensation is
significantly impacted by our unique and outstanding share price devel-
opment, which incurred between the time the awards were granted and
the time they were settled. Hence, extraordinary high amounts of the
compensation of our members of the Management Board and also a large
number of select employees were incurred once options were exercised
and settled mainly during the year ended December 31, 2022 and to a
lesser extent during the year ended December 31, 2023. With respect to
the members of the Management Board, we are pleased that they mainly
retained most of the shares resulting from the after-tax settlement of our
ESOP 2018 Program and, therefore, they continue to hold an important
stake in our Company's future.
During the year ended December 31, 2023, the compensation system for
our Supervisory Board members was retained from the prior year.
Based on the overall analysis, the Supervisory Board comes to the con-
clusion that the compensation system for the Management Board and
Supervisory Board, as adopted at the Annual General Meeting, was ap-
plied in all aspects during the year ended December 31, 2023. All agree-
ments with the Management Board contribute to our business strategy.
Given the operational and financial development of BioNTech since the
launch of the current compensation system, the Compensation, Nom-
inating and Corporate Governance Committee is developing a revised
compensation system, which the Supervisory board will submit to our
2024 AGM for approval. The most important changes relate to the LTI for
the Management Board, whereby Performance Share Units (PSU) will
be introduced in addition to the existing stock option program. With the
444
BioNTech | Annual Report 2023
248
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
COMPENSATION REPORT
REVIEW OF THE YEAR
ENDED DECEMBER 31, 2023
COMPENSATION OF
SUPERVISORY BOARD MEMBERS
COMPENSATION OF
MANAGEMENT BOARD MEMBERS
INFORMATION ON THE
RELATIVE DEVELOPMENT OF THE
COMPENSATION OF THE MANAGEMENT
BOARD, THE COMPENSATION OF THE
EMPLOYEES AND THE DEVELOPMENT OF
THE COMPANY’S EARNINGS
CONCLUSION ON COMPENSATION
SYSTEM FOR THE YEAR ENDED
DECEMBER 31, 2023
5 FURTHER INFORMATION
introduction of PSUs, the performance hurdle for stock options will be
also increased. In addition, it is planned that the Management Board will
be subject to a Share Ownership Guideline, which will require them to hold
a certain value of BioNTech's shares or ADRs. Furthermore, the remuner-
ation system for the Supervisory Board is also being reviewed in terms
of the appropriateness of the current level of remuneration given the
significant increase in the number and complexity of tasks and increasing
responsibility for the members of the Supervisory Board and its commit-
tees. It is also planned to present an adjusted remuneration system for the
Supervisory Board to our 2024 Annual General Meeting for resolution.
Mainz, March 18, 2024
BioNTech SE
For the Management Board
Prof. Ugur Sahin, M.D.
Chief Executive Officer
Jens Holstein
Chief Financial Officer
For the Supervisory Board
Helmut Jeggle
Chair of the Supervisory Board
Prof. Rudolf Staudigl, Ph.D.
(Chair of Compensation, Nominating and Corpo-
rate Governance Committee)
444
249
A CAR-T cell is a patient’s immune cell that
was equipped with a special antenna called
receptor, so the immune cell can recognize
cancer cells better.
FURTHER
INFORMATION
REPORT 5
INDEPENDENT
AUDITOR‘S REPORT
REMUNERATION
INDEPENDENT
AUDITOR‘S REPORT
CONSOLIDATED
FINANCIAL
STATEMENTS
BioNTech | Annual Report 2023 BioNTech | Annual Report 2023
250
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
INDEPENDENT AUDITOR’S REPORT
CONSOLIDATED
FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT
REMUNERATION REPORT
INDEPENDENT
AUDITOR’S REPORT
To BioNTech SE
Opinions
We have audited the consolidated financial statements of BioNTech SE,
Mainz, and its subsidiaries (the Group), which comprise the consolidated
balance sheet as at 31 December 2023, and the consolidated income
statement, consolidated statement of other comprehensive income, con-
solidated statement of changes in equity and consolidated statement
of cash flows for the fiscal year from 1 January to 31 December 2023,
and notes to the financial statements, including a summary of significant
accounting policies. In addition, we have audited the combined group
management report of BioNTech SE for the fiscal year from 1 January to
31 December 2023. In accordance with the German legal requirements,
we have not audited the group statement on Group corporate gover-
nance declaration pursuant to Secs. 315d HGB [“Handelsgesetzbuch”:
German Commercial Code] in section 5 of the combined group manage-
ment report. In addition, we have not audited the content of the non-man-
agement report disclosures contained in sections 4.2.3 and 4.2.4 based
on recommendation A.5 of the German Corporate Governance Code
(GCGC 2022) and the non-financial report contained in section 7 of the
combined group management report, which contains non-management
report disclosures.
In our opinion, on the basis of the knowledge obtained in the audit,
the accompanying consolidated financial statements comply, in
all material respects, with the IFRSs as adopted by the EU, and
the additional requirements of German commercial law pursuant to
Sec. 315e (3) in conjunction with (1) HGB and, in compliance with these
requirements, give a true and fair view of the assets, liabilities and finan-
cial position of the Group as at 31 December 2023 and of its financial
performance for the fiscal year from 1 January to 31 December 2023,
and
the accompanying group management report as a whole provides
an appropriate view of the Group’s position. In all material respects, this
group management report is consistent with the consolidated financial
statements, complies with German legal requirements and appropri-
ately presents the opportunities and risks of future development. We
do not express an opinion on the content of the statement on corpo-
rate governance or on the sections 4.2.3, 4.2.4 and 7 of the combined
management report referred to above.
Pursuant to Sec. 322 (3) Sentence 1 HGB, we declare that our audit has
not led to any reservations relating to the legal compliance of the consoli-
dated financial statements and of the group management report.
Basis for the opinions
We conducted our audit of the consolidated financial statements and of
the group management report in accordance with Sec. 317 HGB and in
compliance with German Generally Accepted Standards for Financial
Statement Audits promulgated by the Institut der Wirtschaftsprüfer [In-
stitute of Public Auditors in Germany] (IDW). Our responsibilities under
those requirements and principles are further described in the “Auditor’s
responsibilities for the audit of the consolidated financial statements and
of the group management report” section of our auditor’s report. We are
independent of the Group entities in accordance with the requirements of
German commercial and professional law, and we have fulfilled our other
German professional responsibilities in accordance with these require-
ments. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinions on the consolidated
financial statements and on the group management report.
5
BioNTech | Annual Report 2023
251
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
INDEPENDENT AUDITOR’S REPORT
CONSOLIDATED
FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT
REMUNERATION REPORT
Other information
The Supervisory Board is responsible for the report of the Supervisory
Board in the “Report of the Supervisory Board” section. The executive
directors and the Supervisory Board are responsible for the declaration
pursuant to Sec. 161 AktG [“Aktiengesetz”: German Stock Corporation
Act] on the German Corporate Governance Code, which is part of the
Group corporate governance declaration. In all other respects, the exec-
utive directors are responsible for the other information. The other infor-
mation comprises the aforementioned corporate governance declaration
and the sections 4.2.3, 4.2.4 and 7 of the Group management report. The
other information also comprises parts to be included in the annual report,
of which we received a version prior to issuing this auditor’s report, in
particular:
Sustainability Report,
Report of the Supervisory Board,
Remuneration report,
but not the consolidated financial statements, not the management report
disclosures whose content is audited and not our auditor’s report thereon.
Furthermore, the other information includes other components intended
for the annual report which are expected to be made available to us after
the audit opinion has been issued, in particular:
the letter from the Executive Board to the shareholders,
the multi-year overview of business development.
Our opinions on the consolidated financial statements and on the com-
bined group management report do not cover the other information, and
consequently we do not express an opinion or any other form of assur-
ance conclusion thereon.
In connection with our audit, our responsibility is to read the other infor-
mation and, in so doing, to consider whether the other information
is materially inconsistent with the consolidated financial statements,
with the group management report or our knowledge obtained in the
audit, or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a ma-
terial misstatement of this other information, we are required to report that
fact. We have nothing to report in this regard.
Responsibilities of the executive directors and the supervisory board
for the consolidated financial statements and the group management
report
The executive directors are responsible for the preparation of the con-
solidated financial statements that comply, in all material respects, with
IFRSs as adopted by the EU and the additional requirements of German
commercial law pursuant to Sec 315e (3) in conjunction with (1) HGB
and that the consolidated financial statements, in compliance with these
requirements, give a true and fair view of the assets, liabilities, financial po-
sition and financial performance of the Group. In addition, the executive di-
rectors are responsible for such internal control as they have determined
necessary to enable the preparation of consolidated financial statements
that are free from material misstatement, whether due to fraud (i.e., fraud-
ulent financial reporting and misappropriation of assets) or error.
In preparing the consolidated financial statements, the executive direc-
tors are responsible for assessing the Group’s ability to continue as a
going concern. They also have the responsibility for disclosing, as appli-
cable, matters related to going concern. In addition, they are responsible
for financial reporting based on the going concern basis of accounting,
unless there is an intention to liquidate the Group or to cease operations,
or there is no realistic alternative but to do so.
5
BioNTech | Annual Report 2023
252
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
INDEPENDENT AUDITOR’S REPORT
CONSOLIDATED
FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT
REMUNERATION REPORT
Furthermore, the executive directors are responsible for the preparation
of the group management report that, as a whole, provides an appropriate
view of the Group’s position and is, in all material respects, consistent
with the consolidated financial statements, complies with German legal
requirements and appropriately presents the opportunities and risks of
future development. In addition, the executive directors are responsible
for such arrangements and measures (systems) as they have considered
necessary to enable the preparation of a group management report that
is in accordance with the applicable German legal requirements, and to
be able to provide sufficient appropriate evidence for the assertions in the
group management report.
The supervisory board is responsible for overseeing the Group’s financial
reporting process for the preparation of the consolidated financial state-
ments and of the group management report.
Auditor’s responsibilities for the audit of the consolidated financial
statements and of the group management report
Our objectives are to obtain reasonable assurance about whether the
consolidated financial statements as a whole are free from material mis-
statement, whether due to fraud or error, and whether the group man-
agement report as a whole provides an appropriate view of the Group’s
position and, in all material respects, is consistent with the consolidated
financial statements and the knowledge obtained in the audit, complies
with the German legal requirements and appropriately presents the op-
portunities and risks of future development, as well as to issue an auditor’s
report that includes our opinions on the consolidated financial statements
and on the group management report.
Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with Sec. 317 HGB and in compli-
ance with German Generally Accepted Standards for Financial Statement
Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always
detect a material misstatement. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of
users taken on the basis of these consolidated financial statements and
this group management report.
We exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
Identify and assess the risks of material misstatement of the con-
solidated financial statements and of the group management report,
whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinions. The risk of not
detecting a material misstatement resulting from fraud is higher than
the risk of not detecting a material misstatement resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepre-
sentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit
of the consolidated financial statements and of arrangements and
measures (systems) relevant to the audit of the group management
report in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of these systems.
Evaluate the appropriateness of accounting policies used by the
executive directors and the reasonableness of estimates made by the
executive directors and related disclosures.
Conclude on the appropriateness of the executive directors’ use
of the going concern basis of accounting and, based on the audit evi-
dence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in the auditor’s report to the
related disclosures in the consolidated financial statements and in
the group management report or, if such disclosures are inadequate,
to modify our respective opinions. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Group to cease to be able to
continue as a going concern.
5
BioNTech | Annual Report 2023
253
We communicate with those charged with governance regarding, among
other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that
we identify during our audit.
Cologne, 20. March 2024
EY GmbH & Co. KG
Wirtschaftsprüfungsgesellschaft
Schlebusch
Wirtschaftsprüfer
(German Public Auditor)
Weigel
Wirtschaftsprüfer
(German Public Auditor)
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
INDEPENDENT AUDITOR’S REPORT
CONSOLIDATED
FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT
REMUNERATION REPORT
Evaluate the overall presentation, structure and content of the con-
solidated financial statements, including the disclosures, and whether
the consolidated financial statements present the underlying transac-
tions and events in a manner that the consolidated financial statements
give a true and fair view of the assets, liabilities, financial position and
financial performance of the Group in compliance with IFRSs as adopt-
ed by the EU and the additional requirements of German commercial
law pursuant to Sec. 315e (3) in conjunction with (1) HGB.
Obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business activities within the Group to
express opinions on the consolidated financial statements and on
the group management report. We are responsible for the direction,
supervision and performance of the group audit. We remain solely re-
sponsible for our opinions.
Evaluate the consistency of the group management report with the
consolidated financial statements, its conformity with law, and the view
of the Group’s position it provides.
Perform audit procedures on the prospective information presented
by the executive directors in the group management report. On the
basis of sufficient appropriate audit evidence we evaluate, in particular,
the significant assumptions used by the executive directors as a basis
for the prospective information, and evaluate the proper derivation of
the prospective information from these assumptions. We do not ex-
press a separate opinion on the prospective information and on the as-
sumptions used as a basis. There is a substantial unavoidable risk that
future events will differ materially from the prospective information.
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BioNTech | Annual Report 2023
254
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
INDEPENDENT AUDITOR’S REPORT
CONSOLIDATED
FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT
REMUNERATION REPORT
REPORT OF THE INDEPENDENT
AUDITOR ON THE AUDIT OF
THE REMUNERATION REPORT
PURSUANT TO SEC. 162 (3) AKTG
To BioNTech SE
Opinion
We have audited the formal aspects of the remuneration report of
BioNTech SE, Mainz, for the fiscal year from 1 January to 31 December
2023 to determine whether the disclosures required by Sec. 162 (1) and
(2) AktG [“Aktiengesetz”: German Stock Corporation Act] have been
made therein. In accordance with Sec. 162 (3) AktG, we have not audited
the content of the remuneration report.
In our opinion, the disclosures required by Sec. 162 (1) and (2) have been
made in the accompanying remuneration report in all material respects.
Our opinion does not cover the content of the remuneration report.
Basis for the opinion
We conducted our audit of the remuneration report in accordance with
Sec. 162 (3) AktG and in compliance with the IDW Auditing Standard:
Audit of the Remuneration Report in Accordance with Sec. 162 (3) AktG
(IDW AuS 870 (09.2023)). Our responsibilities under this provision and
standard are further described in the “Responsibilities of the auditor” sec-
tion of our report. As an audit firm, we applied the IDW Standard on Quality
Management: Requirements for Quality Management in the Audit Firm
(IDW QS 1). We complied with the professional obligations pursuant to the
WPO [“Wirtschaftsprüferordnung”: German Law Regulating the Profes-
sion of Wirtschaftsprüfer (German Public Auditor)] and the BS WP/vBP
[“Berufssatzung für Wirtschaftsprüfer/vereidigte Buchprüfer”: Profes-
sional Charter for German Public Accountants/German Sworn Auditors]
including the requirements regarding independence.
Responsibilities of the management board and supervisory board
The management board and supervisory board are responsible for the
preparation of the remuneration report and the related disclosures in
compliance with the requirements of Sec. 162 AktG. In addition, they are
responsible for such internal control as they determine is necessary to
enable the preparation of a remuneration report and the related disclo-
sures that are free from material misstatement, whether due to fraud (i.e.,
fraudulent financial reporting and misappropriation of assets) or error.
Responsibilities of the auditor
Our objectives are to obtain reasonable assurance about whether the
disclosures required by Sec. 162 (1) and (2) AktG are made in the remu-
neration report in all material respects and to express an opinion thereon
in a report.
We planned and performed our audit so as to determine the formal com-
pleteness of the remuneration report by comparing the disclosures made
in the remuneration report with the disclosures required by Sec. 162 (1)
and (2) AktG. In accordance with Sec. 162 (3) AktG, we have not audited
the accuracy of the disclosures, the completeness of the individual disclo-
sures or the fair presentation of the remuneration report.
Consideration of misrepresentations
In connection with our audit, our responsibility is to read the remuneration
report considering the knowledge obtained in the audit of the financial
statements and, in doing so, remain alert for indications of whether the re-
muneration report contains misrepresentations in relation to the accuracy
of the disclosures, the completeness of the individual disclosures or the
fair presentation of the remuneration report.
5
BioNTech | Annual Report 2023
255
1 MAGAZINE
2 COMBINED MANAGEMENT
REPORT
3 GROUP REPORT
4 COMPENSATION REPORT
5 FURTHER INFORMATION
INDEPENDENT AUDITOR’S REPORT
CONSOLIDATED
FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT
REMUNERATION REPORT
If, based on the work we have performed, we conclude that there is a
misrepresentation, we are required to report that fact. We have nothing to
report in this regard.
Cologne, 20. March 2024
EY GmbH & Co. KG
Wirtschaftsprüfungsgesellschaft
Schlebusch
Wirtschaftsprüfer
(German Public Auditor)
Weigel
Wirtschaftsprüfer
(German Public Auditor)
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