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Annual Report 2024
OVERVIEW
OVERVIEW
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COMBINED MANAGEMENT REPORT
GROUP REPORT
COMPENSATION REPORT
FURTHER INFORMATION
BioNTech | Annual Report 2024
2
MAGAZINE
Page 3
1
GROUP REPORT
Page 82
3
FURTHER
INFORMATION
Page 200
5
COMBINED
MANAGEMENT
REPORT
Page 28
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COMPENSATION
REPORT
Page 165
4
OUR PIPELINE
4
LETTER FROM THE MANAGEMENT BOARD
6
REPORT OF THE SUPERVISORY BOARD ON THE
FINANCIAL YEAR 2024
12
2024 HIGHLIGHTS
22
FINANCIAL CALENDAR 2025
26
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BioNTech | Annual Report 2024
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1 MAGAZINE
OUR PIPELINE
We are advancing a diversified portfolio of product candidates derived from multiple platforms and are focused on
immunotherapies for the potential treatment of cancer and mRNA vaccines to potentially prevent or treat infectious
diseases.
Oncology
Drug
class
Platform
Product candidate
Indication (target)
Phase 1
Phase 1/2
Phase 2
Phase 3
BioNTech
rights(1)
Collaborator/
Partner
mRNA
FixVac
BNT111
Advanced, R/R melanoma
Fully
owned(2)
BNT113
Metastatic / R/R HPV16+ head and neck cancer
BNT116
1L metastatic NSCLC
Advanced/metastatic NSCLC
iNeST
BNT122 /
RO7198457
(autogene
cevumeran)
1L advanced melanoma
Collaboration
Genentech(3)
Adjuvant colorectal cancer
Adjuvant muscle-invasive urothelial carcinoma
Adjuvant pancreatic ductal adenocarcinoma
Multiple solid tumors
RiboMabs
BNT142
Multiple solid tumors (CD3×CLDN6)
Fully owned
RiboCytokines
BNT152 + BNT153
Multiple solid tumors (IL-7, IL-2)
Fully owned
Cell
therapies
CAR T cells +
CARVac
BNT211
Multiple solid tumors (CLDN6)
Fully owned
Neoantigen-
based T cells
BNT221
Refractory metastatic melanoma
Fully owned
Protein-
based
thera-
peutics
Next-generation
immune
checkpoint
modulators
BNT311 / GEN1046
(acasunlimab)(4)
aPD(L)1-R/R metastatic NSCLC (PD-L1×4-1BB)
Collaboration
Genmab
BNT312 / GEN1042
Multiple solid tumors (CD40×4-1BB)
BNT314 / GEN1059
Multiple solid tumors (EpCAM×4-1BB)
BNT315 / GEN1055
Multiple solid tumors (OX40)
BNT322 / GEN1056
Multiple solid tumors
BNT316 / ONC-392
(gotistobart)
aPD(L)1-R/R metastatic NSCLC (CTLA-4)
Collaboration
OncoC4
Platinum-resistant ovarian cancer (CTLA-4)
Metastatic castration-resistant prostate cancer (CTLA-4)
Multiple solid tumors (CTLA-4)
BNT317
Multiple solid tumors
Fully owned
BNT327
1L ES-SCLC (PD-L1 x VEGF-A)
Fully owned
1L Advanced/metastatic TNBC (PD-L1 x VEGF-A)(5)
2L SCLC (PD-L1 x VEGF-A)(5)
1/2L+ ES-SCLC (PD-L1 x VEGF-A)
1L/2L metastatic TNBC (PD-L1 x VEGF-A)
1L NSCLC (PD-L1 x VEGF-A)(6)
1L ES-SCLC (PD-L1 x VEGF-A)(5)
2L ES-SCLC (PD-L1 x VEGF-A)(5)
2L neuroendocrine neoplasms (PD-L1 x VEGF-A(5)
1L malignant pleural mesothelioma (PD-L1 x VEGF-A)(5)
EGFRm NSCLC (PD-L1 x VEGF-A)(5)
1L hepatocellular carcinoma (PD-L1 x VEGF-A)(5)
Multiple solid tumors (PD-L1 x VEGF-A)(5)
1L Advanced/metastatic TNBC (PD-L1 x VEGF-A)(5)
BNT327 + BNT3213
1L hepatocellular carcinoma (PD-L1 x VEGF-A + TIGIT x
PVRIG)(5)
Fully owned
BNT327 + BNT325 /
DB-1305
Multiple solid tumors (PD-L1 x VEGF-A + TROP2)
Collaboration
Duality Biologics
Antibody-drug
conjugates
BNT323 / DB-1303
(trastuzumab
pamirtecan)
HR+/HER2-low metastatic breast cancer (HER2)
Collaboration
Duality Biologics
Multiple solid tumors (HER2)
BNT324 / DB-1311
Multiple solid tumors (B7-H3)
BNT325 / DB-1305
Multiple solid tumors (TROP2)
BNT326 / YL202
Multiple solid tumors (HER3)
Collaboration
MediLink
Therapeutics
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Our Pipeline
4
(1) For further details about BioNTech’s rights, see elsewhere in this Annual Report. (2) The 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) Phase 3 development
run by Genmab. BioNTech retains a tiered single-digit royalty on any potential sales. (5) Trial ongoing in China only. (6) Part of a Phase 2/3 clinical trial.
Infectious Diseases
Drug class
Product candidate
Indication
Phase 1
Phase 1/2
Phase 2
Phase 3
Commercial
BioNTech
rights(1)
Collaborator/
Partner
mRNA
BNT162b2
COVID-19
Collaboration
Pfizer
Fosun Pharma
BNT162b2 +
BNT162b4
BNT162b2+BNT161
COVID-19 – Influenza
combination
Collaboration
Pfizer
BNT161
Influenza
Collaboration(7)
Pfizer
BNT163
HSV
Collaboration
University of
Pennsylvania
BNT164
Tuberculosis
Fully owned
Funded by the Gates
Foundation
BNT165
Malaria
Fully owned
BNT166
Mpox
Fully owned
Funded by CEPI(8)
BNT167
Shingles
Collaboration
Pfizer
Protein-based
therapeutics
BNT331
Bacterial vaginosis
Fully owned
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Our Pipeline
5
(7) Out-licensed to Pfizer. (8) Coalition for Epidemic Preparedness Innovations.
LETTER FROM
THE MANAGEMENT
BOARD
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BioNTech | Annual Report 2024
Management Board Letter
6
Prof. Ugur Sahin, M.D.
Chief Executive Officer
Annemarie Hanekamp
Chief Commercial Officer
Ryan Richardson
Chief Strategy Officer
Sierk Poetting, Ph.D.
Chief Operating Officer
Prof. Özlem Türeci, M.D.
Chief Medical Officer
Jens Holstein
Chief Financial Officer
James Ryan, Ph.D.
Chief Legal Officer,
Chief Business Officer
DEAR SHAREHOLDERS,
We are focused on our vision to translate science into survival and become a
fully-integrated immunotherapy powerhouse. In 2024, we advanced our clini-
cal portfolio with our priority programs progressing into late-stage devel-
opment and strengthened our artificial intelligence (“AI”) research capabilities.
With key capabilities in immunology, deep genomics and AI, we believe we are
uniquely positioned to help transform cancer medicine into personalized me-
dicine thus making a difference for millions of patients worldwide.
Executing our oncology strategy
We have built a unique oncology
portfolio consisting of three com-
plementary therapeutic modali-
ties: personalized mRNA cancer
immunotherapies, next-genera-
tion immunomodulators, and tar-
geted therapies. We believe that
each of these modalities has the
potential to offer precise mecha-
nisms for targeting cancer cells.
And we want to go further: We
continue to execute our combi-
nation strategy, aiming to develop
new therapies based on syner-
gistic modalities, ultimately crea-
ting space for curative approa-
ches.
For us, 2024 was a year of signi-
ficant progress: We matured our
clinical portfolio and identified two
priority programs, which have the
potential to be applied across a
broad range of cancers and
which we view as an integral part
of realizing our combination stra-
tegy - and thus our vision.
One of our priority pan-tumor pro-
grams is our next-generation
immunomodulator
BNT327.
Data generated to date already
indicated that this bispecific anti-
body candidate has the potential
to become a next-generation
immunooncology (“IO”)-backbone,
resulting in a broad application.
BNT327 binds to both PD-L1 and
VEGF-A and thus acts on two
validated biological mechanisms
against cancer in a synergistic
manner. Additionally, BNT327’s
binding to PD-L1 directly positions
the therapy candidate where it is
needed: in the tumor microen-
vironment.
More than 750 patients have
been treated with BNT327 in
clinical trials to date. Clinical data
for BNT327 as monotherapy and
in combination with chemother-
apy(1),(2), showed a manageable
safety profile and encouraging
clinical activity. As the activity
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Management Board Letter
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(1) Wu, Y. et al., A phase II safety and efficacy study of PM8002/BNT327 in combination with
chemotherapy in patients with EGFR-mutated non-small cell lung cancer (NSCLC). Annals of
Oncology (2024) 35 (suppl_2): S802-S877. 10.1016/annonc/annonc1602 (2) Cheng, Y. et al. A
phase II safety and efficacy study of PM8002 (anti-PD-L1 x VEGF-A bispecific) combined
with paclitaxel as a second-line therapy for small cell lung cancer (SCLC). Annals of Oncology
(2023) 34 (suppl_2): S1062-S1079. 10.1016/S0923-7534(23)01926-9
was irrespective of patients’ PD-L1 status(3),(4),
BNT327 has the potential to become a backbone IO
therapy for a broad patient population. The medical
need is immense: in the United States and European
Union (“EU”) alone there are 1.5 million patients
diagnosed every year in indications where anti-PD-
(L)1 treatment is approved. Despite the tremendous
progress in the field in the last 10 years many
patients with advanced cancers on average have
less than 50% chance of survival within five years
after their diagnosis(5). Additionally, it is estimated
that more than 1.4 million newly diagnosed cancer
patients in the United States and EU each year
cannot be addressed with current IO therapies(6).
We believe that BNT327, which is currently being
evaluated in several later-stage clinical trials, could
help address this gap.
And we aim to take BNT327’s application and
patients’ benefit further: in line with our combination
strategy, we are assessing combining BNT327 with
various modalities for the treatment of advanced
solid tumors. We have already started evaluating
BNT327 in combination with antibody-drug con-
jugates (“ADCs”) in clinical trials with the aim to
supplement or replace standard chemotherapy with
targeted cancer immunotherapies. With the acqui-
sition of Biotheus, we obtained full global rights to
develop, manufacture and commercialize BNT327. It
also strengthened our capabilities to research and
develop next-generation bispecific antibodies and
innovative combination therapies.
The second of our priority pan-tumor programs
focuses on our mRNA cancer immunotherapy
approach. It aims at inducing immune responses
against cancer targets that are either individual
for each patient (iNeST(7)) or specific for a tumor
type (FixVac). We believe that our individualized
mRNA cancer immunotherapy candidates are
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Management Board Letter
8
We continue to execute our
combination strategy, aiming
to develop new immuno-
therapies based on syner-
gistic modalities, ultimately
creating space for curative
approaches.
(1) Wu, Y. et al., A phase II safety and efficacy study of PM8002/BNT327 in combination with chemotherapy in patients with EGFR-mutated
non-small cell lung cancer (NSCLC). Annals of Oncology (2024) 35 (suppl_2): S802-S877. 10.1016/annonc/annonc1602 (2) Cheng, Y. et al. A
phase II safety and efficacy study of PM8002 (anti-PD-L1 x VEGF-A bispecific) combined with paclitaxel as a second-line therapy for small cell
lung cancer (SCLC). Annals of Oncology (2023) 34 (suppl_2): S1062-S1079. 10.1016/S0923-7534(23)01926-9 (3) Wu, J. et al., A phase Ib/II
study to assess the safety and efficacy of PM8002/BNT327 in combination with nab-paclitaxel for first-line treatment of locally advanced or
metastatic triple-negative breast cancer. Annals of Oncology (2024). 35 (suppl_2): S357-S405. 10.1016/annonc/annonc1579 (4) Wu, J. et al.,
Interim Overall Survival of Patients with Locally Advanced or Metastatic Triple-Negative Breast Cancer treated with First Line PM8002/
BNT327 in Combination with Nab-Paclitaxel in Phase Ib/II Study [abstract]. Proceedings of the 2024 San Antonio Breast Cancer Symposium;
(2024). Abstract nr. PS3-08 (5) NCI SEER training.seer.cancer.gov/index.html. Last accessed on January 14th, 2025 (6) US incidence source:
NIH and American Cancer Society data; EU incidence source: European Cancer Information System 038/s41591-024-03334-7 (7) Developed
in collaboration with Genentech, a member of Roche Group
particularly suited for early intervention in the
adjuvant setting, after surgery or chemotherapy,
where they can address residual tumor cells and
prevent disease recurrence. Identifying which
individual cancer proteins, called neoantigens,
will trigger the immune system requires special-
ized computational capabilities, including pro-
prietary machine learning algorithms, that we
have been building for years. In recent years, we
therefore expanded how we apply AI to our
research and development, with the partnering
and acquisition of InstaDeep, to significantly en-
hance drug development. As a pioneer in both AI
and biotech, we are uniquely positioned for suc-
cess, as we believe the convergence of these
fields will be critical for the future of medicine.
In 2024, we announced positive topline Phase 2
data for our FixVac candidate BNT111 in mela-
noma, and we presented data for our FixVac
candidates BNT113 and BNT116 in head and neck
cancer and non-small cell lung cancer (“NSCLC”)
at international scientific conferences. We also
published data of clinical trials with our inves-
tigational individualized mRNA cancer immuno-
therapy(8). These data demonstrated the induc-
tion of new immune responses across several
types of cancers, including colorectal cancer
(“CRC”), triple-negative breast cancer (“TNBC”),
melanoma, urothelial cancer, NSCLC, and renal
cell cancer. Furthermore, in a biomarker sub-
study in 14 patients with CRC, we showed that
the induced immune responses persisted one
year after patients received the investigational
treatment, and that all patients included in the
immunogenicity analysis remained disease-free
at the data cut-off(9). In pancreatic ductal ade-
nocarcinoma (“PDAC”), we published Phase 1
clinical data showing that autogene cevumeran
elicited immune responses that persisted up to
three years after administration in some pa-
tients(10). We believe these are encouraging early
signs in such hard-to-treat indications, which are
almost insensitive to currently available immuno-
therapies(11).
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Management Board Letter
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(8) Lopez, J. et al., Autogene cevumeran with or without atezolizumab in advanced solid tumors: a phase 1 trial. Nat Med 31, 152–164 (2025) (9) Elez
Fernandez, M.E. et al., 29P - Characterization of T cell responses induced by the individualized mRNA neoantigen vaccine autogene
cevumeran in adjuvant stage II (high risk)/stage III colorectal cancer (CRC) patients (pts) from the biomarker cohort of the phase II BNT122-01
trial, Annals of Oncology (2024) 35 (suppl_1): S1-S74. 10.1016/annonc/annonc1477 (10) Sethna, Z., et al. RNA neoantigen vaccines prime long-
lived CD8+ T cells in pancreatic cancer. Nature (2025). (11) Rojas, L.A., et al. Personalized RNA neoantigen vaccines stimulate T cells in
pancreatic cancer. Nature (2023).
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Management Board Letter
10
Maintaining a global COVID-19
vaccine leadership and driving
innovation in global health
BioNTech remains a leader in COVID-19 vaccines. In 2024,
based on the epidemiological landscape, we developed and
marketed JN.1 and KP.2-adapted COVID-19 vaccines for
individuals that are 6 months or older. As we expect a
continued demand for vaccine boosting and for primary
vaccinations of immunologically naïve individuals, COVID-19
vaccines remain central to our business.
4.9 billion
doses shipped since 2020
In addition, we are developing
candidates against certain infec-
tious diseases beyond COVID-19
given their high medical need. We
have deepened our partnership
with the Coalition for Epidemic
Preparedness Innovations (“CEPI”)
that will provide us with up to $145
million to help establish mRNA
vaccine research and develop-
ment and clinical- and commer-
cialscale manufacturing capabili-
ties at our facility in Kigali, Rwanda.
180
countries and regions with
(emergency or conditional)
approval since 2020
Outlook
We are looking at 2025 with a clear focus. We have
identified priority programs to achieve our aim of
addressing the full continuum of cancer – from
resected cancers in the adjuvant setting, where
patients are at high risk of relapse, to later-stage
advanced and metastatic cancers. We will continue
to advance our clinical pipeline with the goal of
having candidates approved for multiple indications
by 2030.
To this end, we have initiated the first pivotal trials
with BNT327 for treatment of patients with small cell
lung cancer (“SCLC”) and NSCLC, representing
indications with a high-unmet medical need. A third
pivotal trial in TNBC is planned to be initiated in 2025.
Additionally, we aim to generate the first data of
BNT327 in combination with ADCs. For our mRNA
cancer immunotherapies, we expect randomized
Phase 2 data readouts, further execution of Phase 2
clinical trials and of additional combination trials.
We aim to maintain a leadership in COVID-19
vaccines and to further advance our mRNA-based
clinical programs in infectious diseases towards
development and delivery of vaccines contributing
to global health. Together with our partner Pfizer, we
are investigating a combination approach for a
vaccine against both COVID-19 and influenza, aim-
ing to provide protection against two diseases with a
single vaccine.
At the same time, we are establishing our com-
mercial readiness to bring our product candidates to
the market once approved. In 2024, we welcomed
Annemarie Hanekamp, an accomplished leader with
deep understanding of commercialization of onco-
logical products, as Chief Commercial Officer to
focus on executing on our global commercial stra-
tegy and building the right infrastructure, capabilities
and team to commer-cialize our pipeline.
To summarize, we continue to make targeted in-
vestments in our technologies and candidates which
we believe have disruptive potential to further
execute our strategy. At the same time, we are
committed to cost-effective value generation. We
therefore continue to actively manage our pipeline
and assess our sites using criteria including strategic
alignment, operational efficiency and sustainable
value creation. As a result, we are investing in
essential areas while optimizing others.
Our vision remains steadfast: to translate science
into survival for patients by harnessing the power of
the immune system to fight human diseases, par-
ticularly a broad range of cancers, from early to late-
stage. We have already made significant progress
toward realizing this vision. We kindly thank those
who have contributed to this progress, including our
employees, collaborators and partners. And we
thank you, our shareholders, for your trust and
continued support. Together, we have much more to
achieve. We are confident and optimistic about what
lies ahead as we transition to the next stage on our
path towards becoming a leading immunotherapy
company with multiple products, making a positive
impact for patients around the world.
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Management Board Letter
11
Your Board of Directors
Prof. Ugur Sahin, M.D.
Chief Executive Officer
Jens Holstein
Chief Financial Officer
Sierk Poetting, Ph.D.
Chief Operating Officer
Annemarie Hanekamp
Chief Commercial Officer
Prof. Özlem Türeci, M.D.
Chief Medical Officer
Ryan Richardson
Chief Strategy Officer
James Ryan, Ph.D.
Chief Legal Officer, Chief
Business Officer
REPORT OF THE
SUPERVISORY BOARD
ON THE FINANCIAL
YEAR 2024
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Report of the Supervisory Board
12
Helmut Jeggle
Chairman of the Supervisory
Board
Michael
Motschmann
Ulrich
Wandschneider, Ph.D.
Prof. Rudolf
Staudigl, Ph.D.
Nicola
Blackwood
Prof. Anja
Morawietz, Ph.D.
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Report of the Supervisory Board
13
In 2024, BioNTech SE successfully executed its strategies in the areas
of clinical advancement and organizational development. A key aspect,
among others for the year, was the Management Board's strategic
decision to acquire the biotechnology company Biotheus, securing full
global rights to the antibody candidate BNT327. This decision has
contributed significantly to enhancing value for both patients and share-
holders. The Supervisory Board fully supports BioNTech’s Management
Board’s decisions for continued growth in 2025 and beyond. This com-
mitment ensures that the strategic focus is reflected in capital allocation,
pipeline prioritization, company-wide processes, and the staffing of
research and manufacturing capacities.
In addition to the continued development of the
product pipeline, the Company has invested in
commercial expansion, particularly in oncology. A
key focus has been establishing a strong com-
mercial presence, particularly in the United States,
one of its core target markets. The appointment of
Annemarie Hanekamp as the new Chief Com-
mercial Officer was a significant milestone in this
process. Her expertise in sales, marketing, market
access, and the development of patient-centric
commercialization strategies for innovative onco-
logy products will help BioNTech set the stage for
future product launches.
In the near and medium term, the Company will
deploy its resources in strategic growth areas in a
disciplined manner, optimize cost efficiency, and
prepare for its first potential regulatory filing for an
oncology market launch in 2026. With an increased
emphasis on prioritized programs in oncology and
ongoing investment in COVID-19 vaccine develop-
ment, the company is well-positioned to maintain a
leading market position. The Supervisory Board be-
lieves these initiatives will drive the next phase of
BioNTech’s transformation into a leading global
biopharmaceutical company.
Throughout the 2024
financial year, the
Supervisory Board,
under my
chairmanship,
performed its duties
and obligations in
accordance with the
law, the Articles of
Association and its
Rules of Procedure.
Control and Monitoring
Function of the Supervisory
Board Towards the
Management Board
The Supervisory Board has continuously monitored
the Management Board in its management of the
company, 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, company strategy and
future business planning (including financial, invest-
ment and personnel planning). In addition, we
regularly consulted with the Management Board on
the risk situation, risk management, sustainability,
corporate governance and compliance in the Com-
pany. 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 mat-
ters relating to the Company, including its legal and
business relations with affiliated companies and all
significant business transactions and matters at
affiliated companies.
On the basis of reporting by the Management Board,
which was prepared in cooperation with the res-
pective specialist departments, we discussed busi-
ness developments and events of importance to the
Company in detail. Where necessary, the Super-
visory Board was supported in this by the respective
responsible committees. We, as the Supervisory
Board, maintain an active dialogue with the Ma-
nagement Board to embrace BioNTech’s rapid
development and to review their decisions, con-
sidering 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. The Supervisory Board was directly involved
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Report of the Supervisory Board
14
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 re-
spective resolutions proposed by the Management
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 Manage-
ment Board fully fulfilled its reporting obligations to
the Supervisory Board, both verbally and in writing,
to constantly enable the Supervisory Board to as-
sure itself as to the legality and regularity, appro-
priateness, and economic efficiency of the manage-
ment of the Company.
Focus Topics and Meetings
of the Supervisory Board
A total of nine ordinary meetings were held in the
financial year 2024 during which the strategic de-
velopment of the Company was discussed. The
2024 meetings were held on February 21, March 7,
March 18, June 20, October 16, November 11 and 28,
and December 10 and 20. All members of the Super-
visory Board attended the individual meetings
except for the meeting on March 18 and December
20, in which Nicola Blackwood, and the meeting on
November 11, in which Rudolf Staudigl was unable to
attend. Michael Motschmann was unable to attend
the meeting on November 28, 2024, which was held
following a strategy meeting. Members of the
BioNTech Management Board were also present at
these meetings. All Management Board members
attended the meetings on February 21, March 07,
June 20, October 16, and November 28, 2024. Jens
Holstein, James Ryan and Ryan Richardson attend-
ed the meeting on March 18, 2024. Ugur Sahin and
James Ryan attended the meeting on November 11.
Sierk Poetting attended the meeting on December
10 and James Ryan attended the meeting on
December 20. On November 28, a full-day strategy
meeting was held prior to the quarterly meeting,
which was attended by the entire Supervisory Board
and Management Board, to discuss the Company's
future strategic direction. Within the framework of
the meetings and outside the meetings, the Super-
visory Board also met and discussed regularly
without the Management Board. Out of the nine
ordinary meetings, three were held in person, two
were hybrid meetings and the remaining four were
held virtually.
The focus of the ordinary meetings in the financial
year 2024 was to consistently advance its corporate
strategy. Key priorities included the selection of
strategic business areas, the further development of
the Company's business activities expanding its
oncology programs, and ongoing investment in the
further development of the COVID-19 vaccine, parti-
cularly further strategic decisions on adaptation to
the Omicron variant and its sub-lines. The decisions
also covered vaccine production, supply, delivery
and worldwide distribution. Furthermore, the Super-
visory Board dealt with the establishment of a com-
mercial organization and the completion of new
strategic collaborations.
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Report of the Supervisory Board
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In addition, the Supervisory Board addressed the following topics during the 2024 financial year:
– Review of production of the COVID-19 vaccine, as
well as its commercialization, network develop-
ment, creation of a development plan adapted to
changing population health needs worldwide,
national and international distribution, as well as
enabling 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 com-
panies and countries worldwide;
– Review of the advancement of the diversified
portfolio of oncology product candidates and the
achievement of clinical trial milestones in the
oncology and immunology areas, and develop-
ment of IT processes to support clinical develop-
ment;
– Review of strategy, structure and process de-
velopment in the areas of commercialization,
communication, digitization and cooperations at
the respective sites;
– Review of the expansion of laboratory and pro-
duction capacity and office space, as well as the
development of new manufacturing facilities to
establish production and distribution capacities in
select markets;
– Review of the Company's global growth and
strategy development for commercialization and
establishing a commercial organization in relation
to the distribution of the Company's future pro-
duct candidates as well as discussions on the
commercial activities and necessary further steps
in relation to our product candidates in advanced
clinical trials;
– Reviewing and entering into public-private
partnerships to advance the development of im-
munotherapies and product candidates as well as
the expansion of clinical trials, with a focus on the
acquisition of Biotheus and the further develop-
ment of existing collaborations;
– Monitoring the Company’s financing activities;
– Completion of several collaboration, investment
and licensing agreements, with particular regard
to strategic rationales;
– Review of the established terms and parameters
for determining the restricted stock units, or
RSUs, issued in February 2024 under the
BioNTech Employee Long-Term Equity Plan
("BioNTech Employee 2024 Equity Plan") for
employees;
– Setting the agenda and review of the draft reso-
lutions for the 2024 Annual General Meeting;
– Review and appraisal of the compensation gran-
ted and owed in the 2024 financial year and the
development of a new compensation system for
the Management Board and Supervisory Board
as well as reflection on this as part of the com-
pensation report pursuant to Section 162 of the
German Stock Corporation Act (AktG);
– Review and monitor the achievement of the Com-
pany’s 2024 goals and the setting of the budget
for the 2025 financial year;
– Review and monitoring of cost efficiency and
capital allocation;
– Review and discussion of the financial state-
ments and the combined management report for
BioNTech SE and the Group;
– Review and discussion of the effectiveness of the
internal control and risk management system and
the results of the annual auditor’s review;
– Consideration of all corporate governance issues
and review of compliance with the recommen-
dations of the Corporate Governance Code; and
– Discussion and review of the Company’s sus-
tainability report 2024.
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Report of the Supervisory Board
16
Committees
To implement its monitoring and advisory function,
the Supervisory Board has formed four commit-
tees: an Audit Committee, a Compensation, Nom-
ination and Governance Committee, a Capital Mar-
kets Committee, and a Product Committee. The
abovementioned key topics were prepared by the
committees, including the associated resolutions
and issues, for subsequent consideration by the full
Supervisory Board.
The Audit Committee consisted of Anja Morawietz,
Ulrich Wandschneider, Rudolf Staudigl, throughout
the full 2024 financial year. Anja Morawietz is the
Chair of the Audit Committee. The Audit Committee
deals in particular with the monitoring of accounting,
the monitoring of the establishment and effective
functioning of internal controls over financial repor-
ting, the monitoring of compliance with SOX regu-
lations (Sarbanes-Oxley Act Section 404), and the
monitoring of the establishment and effective func-
tioning of the risk and compliance management
system and the internal audit system. For the
quarterly financial statements as of March 31, June
30, and September 30, 2024, and the annual finan-
cial statements as of December 31, 2024, the Audit
Committee held discussions with the auditors and
representatives of the accounting department, dis-
cussed the key points of the audit, and discussed the
publications in detail with the Management Board.
The Audit Committee prepared the resolutions of
the Supervisory Board for the reports to be ap-
proved by the Supervisory Board. The committee
met seven times in the 2024 financial year. All of
these meetings were held in person. Ulrich
Wandschneider was unable to attend one meeting,
otherwise all members of the Audit Committee
attended all meetings. The auditors and various
senior leaders from the Legal, Finance, Risk
Management, Treasury, Internal Audit, IT Security
and CSR departments, among others, were also
represented at the meetings, some of whom
attended the meetings in person or virtually. Jens
Holstein and James Ryan also took part in all meet-
ings. Sierk Poetting took part in four meetings of the
committee.
All members of the Audit Committee for the 2024
financial year, qualify as “independent directors”
within the meaning of Rule 10A-3 under the Ex-
change Act and Nasdaq Rule 5605. In addition, all
members qualify as “Audit Committee financial
experts” as defined under the Exchange Act. In
addition, all members 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. In the area of
accounting, this includes in particular knowledge and
experience in the application of accounting princi-
ples and internal control and risk management
systems, and in the area of auditing, special know-
ledge and experience in auditing financial state-
ments. Ulrich Wandschneider and Anja Morawietz
also possess knowledge of sustainability reporting
and auditing.
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Report of the Supervisory Board
17
Throughout
the
financial
year
2024,
Nicola
Blackwood,
Rudolf
Staudigl
and
Michael
Motschmann were members of the Compensation,
Nominating and Corporate Governance Commit-
tee. The Compensation Committee deals with fun-
damental issues relating to the compensation and
determination of the salaries of the Management
Board, and with the compensation of the Super-
visory Board as well as the employee stock option
programs. In the financial year 2024, it focused main-
ly on introducing a new remuneration system for the
Management Board and the Supervisory Board, the
appointment of a new member of the Management
Board, and the negotiation of a termination agree-
ment with a departing member of the Management
Board. The remuneration system for the Manage-
ment Board and Supervisory Board was developed
and discussed by commissioning external consul-
tants and conducting a benchmark analysis. The
new remuneration system for the Management
Board and Supervisory Board was then approved by
the Supervisory Board, subsequently submitted to
the Annual General Meeting as a draft resolution and
approved by the latter on May 17, 2024. In addition,
the Committee held discussions to determine the
corporate targets and the achievement of the cor-
porate targets for the previous financial year, which
were then discussed, evaluated and determined by
the full Supervisory Board. The actual application of
the compensation system in the 2024 financial year
was assessed in the form of the compensation
report in accordance with Section 162 of the Ger-
man Stock Corporation Act (AktG). In the 2024
financial year, the Committee also addressed the
introduction of a Share Ownership Guideline for the
Management Board, which was also approved by
the 2024 Annual General Meeting. In addition,
employee shareholder programs were discussed,
and the performance targets to which they are
linked were aligned with the set corporate objec-
tives. In addition, the Committee addressed the
advancement 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
four times during the 2024 financial year. The four
meetings took place as video conferences. Three
meetings
were
only
attended
by
Michael
Motschmann and Rudolf Staudigl. The other meet-
ing was attended by all members of the Committee.
Due to the complexity of the remuneration issues,
the Committee also held regular consultations out-
side of these meetings. The Chair of the Committee
also took part in a corporate governance roadshow
with two respected proxy advisors together with
myself and representatives of the Investor Relations
and Legal departments.
The Capital Markets Committee consisted of me -
Helmut Jeggle, Michael Motschmann and Anja
Morawietz throughout the financial year 2024. To
this day, I continue to act as Chair of the Committee.
The Capital Markets Committee advised the Super-
visory Board on capital market measures that took
place during the 2024 financial year, in particular,
measures taken to acquire Biotheus, as well as other
potential takeover, merger and acquisition activities.
In the financial year 2024, the Committee also fo-
cused on the regular analysis of the Company’s
investor structure, investor expectations regarding
BioNTech and their goals for the financial year 2024
as well as feedback from investors. The Committee
held discussions on strategic corporate planning,
share price performance, analyst ratings, and share
buyback considerations. The Committee also held
discussions on individual targets for potential M&A
transactions,
regularly
discussed
updates
on
planned or ongoing transactions with existing or
potential collaboration partners, and engaged in
discussions on the topic of communicating with in-
vestors and the capital market. The Committee also
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Report of the Supervisory Board
18
discussed important topics from AI Innovation Day in
October and the JP Morgan Healthcare Conference
in January, and other events attended by BioNTech
representatives, focusing on potential content devel-
opment and post-event evaluation. The Committee
met four times during the 2024 financial year. All of
these meetings took place as video conferences. All
members of the Committee took part in all meetings.
From the Management Board, Ryan Richardson
attended all meetings. James Ryan and Jens
Holstein each attended three meetings. Ugur Sahin,
Sierk Poetting and Sean Marett attended one of the
meetings.
The Product Committee, established in the 2023
financial year, remained composed of Ulrich
Wandschneider, Nicola Blackwood, and me, Helmut
Jeggle, throughout the 2024 financial year. Ulrich
Wandschneider serves as Chair of this Committee.
The Committee is responsible for advising the Su-
pervisory Board on strategy, implementation, and
communication related to market launch efforts. It
also monitors product development, market launch
plans, and their execution, as well as potential and
existing collaborations in these areas within the
company. Special attention is given to advising on
the market potential of products in clinical devel-
opment. The Committee met five times during the
2024 financial year and also regularly discussed
current company topics outside of the regular meet-
ings. The meetings focused on the progress of
BioNTech’s various product candidates and anti-
body drug conjugates, the status and development
of our clinical trials, the strategy for advancing the
oncology pipeline, and guidance on existing and
potential research and development collaborations.
Two of the five meetings were in-person meetings,
and the others were hybrid meetings in which all
members of the Committee participated. In addition,
Özlem Türeci attended all meetings, Ugur Sahin and
Ryan Richardson attended four of the five meetings
and Annemarie Hanekamp attended one meeting of
the Committee. In addition, senior leaders of the
company from the Clinical Development, Strategic
Planning & Portfolio Management and Global Busi-
ness Development and Analysis departments were
regularly invited to the meetings as guests. Close
cooperation with the Management Board and the
senior leadership teams in the relevant areas en-
abled the topics of the development and strategy of
our product candidates, which are essential for the
company, and the development of our oncology
pipeline to be discussed and addressed effectively.
Corporate Governance
Together with the Management Board, we thor-
oughly examined the recommendations of the Cor-
porate 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 Act
(AktG) dated February 27, 2025, and for which an
explanation is provided as to why these are not com-
plied with. We will continue to support the Ma-
nagement Board in its efforts to fully comply with the
recommendations of the German Corporate Gover-
nance Code in the future.
Conflicts of Interest on the
Supervisory Board and Man-
agement Board, Self-Assess-
ment, Further Training and
Competence Profile
Conflicts of interest of Supervisory Board and Ma-
nagement Board members that may arise, for ex-
ample, 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. In the 2024 financial year,
Supervisory Board members abstained from two
meetings to counteract potential conflicts of interest.
At the meetings on October 16, 2024, and on
November 28, 2024, one Supervisory Board mem-
ber abstained from the discussions on one agenda
item and the associated resolutions. Otherwise,
neither the Supervisory Board nor the Management
Board members waived their right to participate in
the discussion of individual agenda items or to vote
on the relevant resolutions.
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Report of the Supervisory Board
19
As members of the Supervisory Board, we regularly
participated in training and further education mea-
sures in the 2024 financial year. This included, e.g.,
various workshops and training events on topics
relevant to the Company. In addition, the Su-
pervisory Board received training from an external
legal advisor commissioned by the Company on
CSRD implementation, the associated responsi-
bilities of the Supervisory Board and Management
Board, and current developments in the virtual
Annual General Meeting. After the end of the fin-
ancial year, the Supervisory Board conducted a self-
assessment by completing a written questionnaire
to evaluate the methods 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. Fol-
lowing the evaluation 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 competency
profile for the entire body, which covers various
specialist areas. As the Supervisory Board, we en-
sure that the competency profile is met by our
members and updated as necessary. In addition, the
Supervisory Board always 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 17, 2024, the Supervisory
Board has commissioned EY GmbH & Co. KG
Wirtschaftsprüfungsgesellschaft to audit the annual
financial statements for the 2024 financial year.
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Report of the Supervisory Board
20
BioNTech made important
strategic decisions last year
that brought the company
significantly closer to its
goal of becoming a multi-
product company.
The audit includes:
– the annual financial statements of BioNTech
SE in accordance with HGB;
– the report on relations with affiliated com-
panies pursuant to Section 313 para. 1 of the
German Stock Corporation Act (AktG), the
so-called dependency report;
– the consolidated financial statements pre-
pared 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 Com-
mission after our approval;
– the combined management report; and
– the audit of the internal control system.
The financial statements prepared by the Manage-
ment Board on March 7, 2025, i.e., the annual
financial statements and the dependency report of
BioNTech SE, and the consolidated financial state-
ments and the management report for the Group
and the Company for the 2024 financial year, were
submitted to all members of the Supervisory Board.
Together with the Management Board, we prepared
a compensation report for the 2024 financial year in
accordance with Section 162 of the German Stock
Corporation Act (AktG), which was adopted on
March 7, 2025, 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 10, 2025. The auditors’ report was dis-
cussed by the Audit Committee with the Ma-
nagement Board and the auditors. The Audit Com-
mittee particularly focused on key audit matters
described in the auditors’ report, including the audit
procedures performed. This was followed by a
discussion in the Supervisory Board.
On our part, we have audited the annual financial
statements, the dependency report, the consoli-
dated financial statements and the management
report for the Group and the Company for the 2024
financial year.
Based on the final results of our audit, we have no
objections to raise. We consider the auditor’s as-
sessment of the annual financial statements to be
accurate. We approve the annual financial state-
ments and the consolidated financial statements
prepared by the Management Board. The former is
thus adopted. The Supervisory Board also concurs
with the management report on the Group and the
Company. Based on the final result of its exami-
nation, the Supervisory Board also has no objections
to the declaration by the Management Board on
relations with affiliated companies in the depen-
dency report.
Expression of Gratitude
of the Supervisory Board
BioNTech made important strategic decisions last
year that brought the company significantly closer to
its goal of becoming a multi-product company. No-
tably, the decision on an increased focus and of
financial and human resources on two platforms
within the oncology pipeline will enable broad eva-
luation and potential marketing authorization across
multiple indications.
The Supervisory Board would like to thank all in-
vestors for the trust they have placed in us. We
would also like to thank the members of BioNTech's
Management Board and all employees worldwide.
Their dedication, passion, and unwavering belief in
the Company's vision, as well as their consistently
constructive cooperation with the company's exe-
cutive bodies, were instrumental in driving the pro-
gress made in the past year.
Munich, March 10, 2025
BioNTech SE
Helmut Jeggle
Chairman of the Supervisory Board
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Report of the Supervisory Board
21
2024
HIGHLIGHTS
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2024 Highlights
22
JANUARY
BioNTech and Duality Biologics
initiated a pivotal Phase 3 trial
with BNT323/DB-1303 in metas-
tatic breast cancer.
JANUARY
BioNTech and Duality Biologics were granted Fast
Track designation by the U.S. FDA for their ADC
candidate BNT325/DB-1305 for the treatment of
patients with platinum-resistant ovarian epithelial,
fallopian tube, or primary peritoneal cancer who have
received prior systemic treatment regimens.
FEBRUARY
BioNTech and Autolus entered a strategic collaboration aimed at
advancing both companies’ autologous CAR-T programs towards
commercialization, pending regulatory authorization. The companies
also entered into a license and option agreement and a securities
purchase agreement.
How does it work?
ADCs combine the selectivity of antibodies with the
cell-killing properties of chemotherapy or other anti-
cancer agents, thereby aiming to better target specific
types of cancer cells and potentially limiting the impact
on healthy tissue.
How does it work?
Cell therapies are designed to equip certain immune cells of the patient with
physical structures (receptors), enabling them to recognize and destroy
cancer cells.
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2024 Highlights
23
MAY
BioNTech and CEPI expanded
their strategic partnership worth
$145 million to contribute to
building a sustainable and resi-
lient end-to-end African vaccine
ecosystem by establishing mRNA
vaccine R&D, clinical and com-
mercial-scale manufacturing ca-
pabilities at BioNTech’s facility in
Kigali, Rwanda.
APRIL
Positive 3-year follow up data from a Phase 1 trial with
the individualized mRNA cancer immunotherapy can-
didate autogene cevumeran (BNT122/RO7198457)
showed a persistence of immune responses and a
delayed tumor recurrence in some patients with
PDAC(1).
JUNE
BioNTech presented clinical trial data at the American Society of
Clinical Oncology (“ASCO”) Annual Meeting, including updates on
several Phase 1b/2a trials investigating BNT327 as a monotherapy in
patients with solid tumors.
How does it work?
To manufacture mRNA-based
products worldwide, BioNTech
has developed its own manu-
facturing facility based on high-
tech, digitally enabled modu-
lar manufacturing units called
BioNTainer. The BioNTainer
units are designed to enable
scalable production of mRNA-
based products.
APRIL
BioNTech presented clinical data updates for its investigational mRNA
cancer immunotherapies and ADC approaches at the American Asso-
ciation for Cancer Research’s (“AACR”) Annual Meeting.
JUNE
BioNTech and Duality Biologics received the U.S. FDA’s Fast Track designation for their
ADC candidate BNT324/DB-1311 for the treatment of patients with prostate cancer, the
second leading cause of cancer-related deaths among men worldwide(4).
Why is it important?
PDAC is amongst the leading
causes of cancer-related deaths
in the United States(2). In nearly
80% of patients, the cancer
returns within 14 months(3).
(1) Sethna, Z., et al. RNA neoantigen vaccines prime long-lived CD8+ T cells in pancreatic cancer. Nature (2025).
(2) Siegel RL. et al.,. Cancer statistics 2017. CA Cancer J. Clin. (2017) (3) Park, W. et al., Pancreatic Cancer: A Review.
JAMA (2021 (4) Cancer TODAY. Global Cancer Statistics 2020: GLOBOCAN Estimates of Incidence and Mortality
Worldwide for 36 Cancers in 185 Countries. Available at: https://gco.iarc.who.int (last access: 20.06.2024).
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2024 Highlights
24
JULY
BioNTech announced positive
topline results from the ongoing
Phase 2 clinical trial with BNT111,
an investigational mRNA cancer
immunotherapy, in combination
with cemiplimab in patients with
advanced melanoma. Data de-
monstrated a statistically signi-
ficant improvement of the overall
response rate compared to his-
torical control in this indication
and treatment setting.
How does it work?
mRNA cancer immunotherapies
are designed to teach the im-
mune system about the anti-
gens (targets) on the surface
of the cancer cells, supporting
it to recognize and destroy
them. BioNTech’s FixVac plat-
form, on which BNT111 is
based, targets specific tumor-
associated antigens which are
shared by many cancer pa-
tients.
JULY
The Company announced that Annemarie Hanekamp succeeded
Sean Marett as Chief Commercial Officer. Annemarie Hanekamp is a
seasoned pharmaceutical executive who is responsible for building a
commercial team in preparation of BioNTech’s first oncology product
launches.
JUNE TO SEPTEMBER
Based on the epidemiological landscape, BioNTech and Pfizer devel-
oped and marketed JN.1- and KP.2-adapted COVID-19 vaccines for
individuals 6 months or older. As a continued demand is expected,
COVID-19 vaccines remain central to the Company’s business.
SEPTEMBER
At the European Society for Molecular Oncology
(“ESMO”) Congress, BioNTech presented clinical
data updates across its mRNA and immunomo-
dulatory portfolio.
EC
UK
U.S.
Canada
Japan
JN.1-adapted
COVID-19 vaccine
KP.2-adapted
COVID-19 vaccine
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2024 Highlights
25
NOVEMBER
BioNTech announced the signing of a definitive agreement for the
acquisition of Biotheus, which closed in early 2025. With the acquisition,
BioNTech has obtained full global rights to BNT327, aimed at en-
hancing the Company’s capabilities to research, develop and com-
mercialize combination therapies using BNT327 combinations and
next-generation bispecific antibodies. Further, the acquisition has
expanded BioNTech’s footprint in China, adding a local research and
development hub and a state-of-the-art biologics facility to its network.
OCTOBER
Alongside its AI-focused subsidiary InstaDeep,
BioNTech held an inaugural AI Day and presented
progress in deploying the technology across its
immunotherapy pipeline. Applications presented
ranged from AI analysis of tumor tissue to laboratory
automatization.
FINANCIAL CALENDAR
2025
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BioNTech | Annual Report 2024
Financial Calendar 2025
26
MAY 5
First Quarter Earnings
MAY 16
Annual General Meeting
AUG 5
Second Quarter Earnings
OCT 1
Innovation Series –
Digital & AI Day
NOV 3
Third Quarter Earnings
NOV 18
Innovation Series
Disclaimer
Date of publication:
March 10, 2025
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.
Imprint
BioNTech SE
An der Goldgrube 12
55131 Mainz
Tel.: +49613190840
Fax: +4961319084390
Email: info@biontech.de
Corporate Communications
Tel.: +49613190841513
Email: media@biontech.de
Photography, Renderings and
Copyright
BioNTech SE
Concept and Design
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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/
(loss) related to sales of BioNTech’s COVID-19 vaccine, re-
ferred 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 ap-
proved, BioNTech’s investigational medicines; expectations
regarding anticipated 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 BioNTech’s current and future preclinical
studies and clinical trials, including statements regarding the
expected timing of initiation, enrollment, and completion of
studies or clinical trials and related preparatory work and the
availability of results, and the timing and outcome of ap-
plications for regulatory approvals and marketing author-
izations; BioNTech’s expectations regarding potential future
commercialization in oncology, including goals regarding tim-
ing and indications; the targeted timing and number of addi-
tional potentially registrational clinical trials, and the regis-
trational potential of any clinical trial BioNTech may initiate;
discussions with regulatory agencies; BioNTech’s expecta-
tions with respect to intellectual property; the impact of
BioNTech’s collaboration and licensing agreements; the
development, nature and feasibility of sustainable vaccine
production and supply solutions; the deployment of AI across
BioNTech’s preclinical and clinical operations; BioNTech’s
estimates of revenues, research and development expenses,
selling, general and administrative expenses and capital
expenditures for operating activities; BioNTech’s expecta-
tions regarding upcoming payments relating to litigation set-
tlements; BioNTech’s expectations for upcoming scientific
and investor presentations; and BioNTech’s expectations of
net profit/(loss). 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 document are based
on BioNTech’s current expectations and beliefs of future
events, and are neither promises nor guarantees. You should
not place undue reliance on these forward-looking state-
ments 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 and adversely from those expressed or
implied by these forward-looking statements. These risks and
uncertainties include, but are not limited to: the uncertainties
inherent in research and development, including the ability to
meet anticipated clinical endpoints, commencement and/or
completion dates for clinical trials, projected data release
timelines, regulatory submission dates, regulatory approval
dates and/or launch dates, as well as risks associated with
preclinical and clinical data, including the data discussed in this
release, and including the possibility of unfavorable new pre-
clinical, clinical or safety data and further analyses of existing
preclinical, clinical or safety data; the nature of the clinical data,
which is subject to ongoing peer review, regulatory review and
market interpretation; BioNTech’s pricing and coverage
negotiations regarding its COVID-19 vaccine with govern-
mental authorities, private health insurers and other third-
party payors; 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 its 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 devel-
opment candidates and investigational medicines; the impact
of COVID-19 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 products and product candidates developed
or manufactured by BioNTech; BioNTech’s and its colla-
borators’ ability to commercialize and market BioNTech’s
COVID-19 vaccine and, if approved, its product candidates;
BioNTech’s ability to manage its development and related
expenses; regulatory and political developments in the United
States and other countries; BioNTech’s ability to effectively
scale its production capabilities and manufacture its products
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 un-
der the heading “Risk Factors” in BioNTech’s Report on Form
20-F for the period ended December 31, 2024 and in
subsequent filings made by BioNTech with the SEC, which are
available on the SEC’s website at www.sec.gov. These
forward-looking statements speak only as of the date hereof.
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.
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Financial Calendar 2025
27
1 General Information on the BioNTech Group
29
2 Economic Report
37
3 Management Report of BioNTech SE
45
4 Forecast, Opportunity and Risk Report
51
5 Corporate governance declaration in accordance
with Section 315d in conjunction with Section 289f
HGB
63
6 Compensation Report
78
7 Non-Financial Report
78
8 Events After The Reporting Period
81
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2
COMBINED
MANAGEMENT
REPORT
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 Regulation
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 IFRS Accounting
Standards as adopted by the European Union; the comments on BioNTech SE have been prepared in
accordance with the German Commercial Code. Unless otherwise stated, the statements in the
combined 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 and carry out pioneering work in the development of
innovative medicines for cancer, infectious diseases and other serious illnesses. Our vision and
mission have remained unchanged since our foundation in 2008: We want to improve the health of
people worldwide. To this end, we utilize the full potential of the immune system to develop drugs for
diseases with high or unmet medical needs.
Our fully integrated business model combines decades of research in immunology, translational drug
discovery and development, cross-technology innovation, GMP production, artificial intelligence (“AI”)
and machine learning, and commercial capabilities to develop and market therapies and vaccines.
We have a broadly diversified portfolio of product candidates based on a cross-platform approach to
technology. They form the basis for our strategy of developing innovative combination therapies.
In oncology, our aim is to use our technologies to treat a broad spectrum of cancers at various stages.
The main causes of cancer treatment failure are tumor heterogeneity and inter-individual variability.
As a result of randomly occurring mutations, each patient’s cancer is different. In addition, every cell
within a patient’s tumor is different. Overcoming these two challenges is at the heart of our strategy. In
order to enhance anti-tumor activity and counteract resistance mechanisms, we try to combine active
substances with synergistic active mechanisms.
In the area of infectious diseases, our product strategy is anchored in our global social responsibility
and our aspiration to contribute to equitable access to medical treatments.
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29
1.2 The BioNTech Approach
We are working on the development of innovative immunotherapies and vaccines by pursuing a
strategy based on a technology-independent approach. Our main objectives are to further develop an
innovative oncology pipeline with several product approvals in the coming years and to maintain a
sustainable business with vaccines against infectious respiratory diseases based on the BioNTech-
Pfizer-Comirnaty franchise. Our vision is to establish a company with several approved products
based on our technologies and science. We have been a multi-technology company since our
foundation. We believe that by combining complementary treatment methods, we can harness the
potential of each individual technology to offer patients precise and personalized treatments. Our
approach is based on the following principles:
– Utilization of the full potential of the immune system Our oncology pipeline comprises (1)
immunomodulators, including bi- and monospecific antibodies, (2) mRNA-based cancer
immunotherapies, and (3) targeted therapies such as antibody-drug conjugates (“ADCs”) and cell
therapies, including T-cell receptor and CAR-T cell therapies. Our cross-technology innovation
engine is driven by potential synergies between these technologies and aims to help enable
individualized treatment for cancer patients.
– Expansion of the patient population that could benefit from cancer immunotherapy Our aim is to
address cancer at early, adjuvant and metastatic stages and to extend the benefits of
immunotherapy to patient groups that are currently not eligible for immunotherapy or cannot
benefit from current immunotherapies.
– Improvement in the success rate through new combinations We develop drug candidates that are
precisely aligned with the respective target structure. By combining compounds with non-
overlapping and/or synergistic mechanisms of action, e.g. through the combination of our next-
generation immuno-oncology (IO) candidate BNT327 with ADC BNT325/DB-1305 (partnered with
MediLink), we aim to increase the immune response and counteract resistance mechanisms.
– Individualized approaches The challenge in the treatment of cancer is its inter-individual variability
and heterogeneity, which increases the risk of relapse or lack of treatment success. Taking this
biological reality into account is one of our fundamental principles in the development of product
candidates. For example, each of our mRNA cancer vaccine candidates addresses multiple target
structures to account for this variability.
– Integration of AI into our pipeline and processes Since our foundation, we have integrated
computer-aided methods, data science, AI, and machine learning into our work. With the
acquisition of InstaDeep in 2023, we were able to further expand our capacities in AI-driven drug
research and the development of immunotherapies and vaccines in 2024. By combining our
expertise in immunology, deep genomics, and AI, we are working on solutions that could make a
difference for millions of patients.
– Programs for combatting global health threats Our product strategy for infectious diseases is
rooted in our global social responsibility for addressing diseases with high or unmet medical needs.
We want to play a part in promoting equal access to innovative medicines.
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Innovative and diversified pipeline
We have developed our innovative pipeline in the areas of oncology and infectious diseases. As our
portfolio moves into late-stage clinical development, we have built key capabilities to deliver the
medicines of tomorrow that could make a difference for millions of patients.
Today, our pipeline consists of 18 clinical programs in oncology and seven clinical programs in
infectious diseases. In 2024, we and our partners reported data from our entire portfolio at several
medical conferences and published manuscripts in specialist journals.
Oncology
From this diverse clinical portfolio, we have defined two priority programs that we believe have the
potential to be effective in different indications and in different phases of a tumor disease: firstly, our
mRNA-based cancer immunotherapy programs FixVac and iNeST, which we believe are particularly
suitable for early-stage cancer and low tumor burden; secondly, our clinical product candidate
BNT327, formerly known as PM8002, a bispecific antibody for which we obtained full global rights
with the acquisition of Biotheus Inc, Zhuhai, China, ("Biotheus") in January 2025. We believe that
BNT327 has the potential to become a next-generation immuno-oncology candidate suitable for a
broad range of cancers. Our strategy based on combinations means that we can also create
sustainable value with these two focus programs as a combination partner for other therapies.
In line with our focus on oncology, we have advanced several drug candidates into mid- and late-
stage development, i.e. Phase 2 and 3 clinical trials, for a number of technologies, in particular
bispecific antibodies, mRNA immunotherapies, and ADCs. Today, more than 20 Phase 2 and 3 clinical
trials are underway in oncology.
We plan to bring further product candidates into the late development phase over the course of the
next year. We will continue to advance our pipeline with a view to the first market launch in oncology
planned for 2026.
In February 2024, the strategic collaboration with Autolus Therapeutics plc, London, United Kingdom
(“Autolus”) began to advance the development of both companies’ autologous CAR-T programs.
Under this collaboration, we have the ability to access Autolus’ commercial and clinical site network,
UK manufacturing capabilities and commercial supply infrastructure in a cost-effective way to
accelerate the development of our product candidate BNT211.
In November 2024, we announced the acquisition of Biotheus to accelerate the implementation of our
oncology strategy, a process which we completed in January 2025. The acquisition follows an
exclusive global license and collaboration agreement with Biotheus from 2023 to develop,
manufacture, and market BNT327 worldwide outside of China.
Infectious diseases
Together with our partner Pfizer, we have maintained our position as the global market leader in the
COVID-19 vaccine franchise in 2024. With Pfizer, we have supplied more than 40 countries and
regions worldwide with a vaccine adapted to the JN.1 and KP.2 variants. In addition, we expanded our
range of prefilled syringes in a number of markets in 2024.
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31
Three Phase 1 clinical trials with our proprietary mRNA vaccine technology were also launched in the
area of infectious diseases, including the evaluation of candidates against shingles, tuberculosis, and
Mpox.
Healthcare and social responsibility
In February 2024, we announced that our short-term, science-based emissions reduction targets had
been approved by the Science Based Targets Initiative (“SBTi”). The SBTi is an organization that
develops methods and criteria for effective climate protection measures for companies and validates
corporate goals. This validation underlines that BioNTech’s Scope 1 and 2 climate targets are
ambitious and in line with the United Nations Paris Agreement to limit global warming to 1.5 degrees
Celsius above pre-industrial levels. The SBTi has validated BioNTech’s short-term emission reduction
targets in the following form:
– BioNTech is committed to reducing absolute Scope 1 and Scope 2 greenhouse gas emissions by
42% by 2030, starting from a 2021 baseline.
– BioNTech is committed to setting science-based emissions targets for 72% of its suppliers for
purchased goods and services, capital goods, and upstream transportation and distribution
activities by 2027.
We work with non-governmental organizations, institutions, and governments to contribute to more
equitable access to new medicines, especially in low- and middle-income countries and regions. We
made progress towards this goal last year: in 2024, more than 30% of COVID-19 vaccine doses were
delivered to low- and middle-income countries in line with demand.
We are developing mRNA vaccine candidates for infectious diseases with high medical need,
including vaccine candidates against tuberculosis, malaria, and HIV as well as infectious diseases with
pandemic potential such as Mpox. In May 2024, we announced the expansion of our strategic
partnership with the Coalition for Epidemic Preparedness Innovations (“CEPI”) to support the
development of research and development capacity for mRNA vaccines and production capacity at
our facility in Kigali, Rwanda. These capacities will help to develop and produce potential mRNA
vaccines for Africa in Africa to better respond to potential epidemic and pandemic threats in Africa.
To this end, CEPI will provide funds of up to $145 million, which are linked to the achievement of
certain milestones or the provision of production capacities.
1.3 Legal and Organizational Structure
Legal structure
BioNTech SE was founded in 2008 as a spin-off from Johannes Gutenberg University Mainz. The
underlying broad technology and patent portfolio has been built up over a period of more than 20
years.
BioNTech SE is the parent company of the BioNTech Group and is responsible 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, the BioNTech Group comprised 41 companies at the
end of the year ended December 31, 2024.
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The shares of BioNTech SE are publicly traded as American Depositary Shares (ADS), each
representing one ordinary share, on the Nasdaq Global Select Market.
Organizational structure
BioNTech SE, the parent company of the BioNTech Group, has a dual management system: As of
December 31, 2024, the Management Board as the managing body had seven members and is
appointed and monitored by the Supervisory Board. In January, our Supervisory Board expanded our
Management Board and appointed Annemarie Hanekamp as Chief Commercial Officer (CCO) with
effect from July 1, 2024. As CCO, Annemarie Hanekamp is responsible for the development and
implementation of the global commercialization strategy to realize BioNTech's full potential as a
vertically integrated biopharmaceutical company. Her current appointment to our Management
Board ends on June 30, 2028. Our Supervisory Board consisted of six members as of December 31,
2024. As of December 31, 2024, the Group had 6,946 employees, of which 3,389 were employed by
BioNTech SE (December 31, 2023: 6,292, of which 3,166 at BioNTech SE). The average number of
employees in 2024 was 6,715, of which 3,309 were employed by BioNTech SE (previous year: 5,640,
of which 2,882 at BioNTech SE).
1.4 Update on Commercialization
We develop and scale biotech innovations with the aim of building a patient-centered multi-product
company. In view of the market launch of BioNTech’s first oncology product planned for 2026, our
Supervisory Board appointed Annemarie Hanekamp to the Management Board as Chief Commercial
Officer with effect from July 1, 2024. Annemarie Hanekamp is a respected executive with deep
expertise in developing patient-centric commercialization strategies for innovative oncology
products in the areas of sales, marketing, and market access. In her role, she is responsible for the
global commercialization strategy to realize BioNTech’s full potential as an integrated
biopharmaceutical company.
Furthermore, in 2024 we continued our global leadership in COVID-19 vaccines together in
collaboration with Pfizer with our monovalent COVID-19 vaccine adapted to JN.1 and KP.2. We believe
that, with our partner Pfizer, we are well positioned to maintain our leading position in the development
and marketing 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 that focus on the
treatment of cancer and infectious diseases. In 2024, we advanced several product candidates into
mid- and late-stage development, i.e. Phase 2 and 3 clinical trials, including mRNA vaccines and next-
generation immunomodulators. A particular focus in immunomodulators is on BNT327, our bispecific
anti-PD-L1/VEGF-A antibody, which together with our mRNA cancer immunotherapies is a key priority
in our pipeline.
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We published clinical data and updates for many programs, including:
– BNT113, our FixVac program for patients with unresectable, recurrent or metastatic HPV16+ head and
neck squamous cell carcinoma (HNSCC) in combination with pembrolizumab (Merck & Co., Inc.’s
KEYTRUDA®) was generally well tolerated. An exploratory analysis of 15 patients showed that
BNT113 triggers de novo T cell responses against the HPV16 oncoproteins E6 and E7 (September
2024, ESMO).
– BNT116, our FixVac program for patients with non-small cell lung cancer (NSCLC): Preliminary data
on BNT116 in combination with chemotherapy (docetaxel) showed promising antitumor activity,
consistent induction of immune responses, a clear safety profile and no evidence of additive toxicity
(April 2024, AACR). In addition, preliminary data on BNT116 in combination with Cemiplimab
(Regeneron's Libtayo®) showed a clear safety profile and a median progression-free survival (PFS) of
5.5 months in patients who had previously received PD-1 inhibition therapy (November 2024, SITC).
– Autogene Cevumeran/BNT122, our individualized cancer vaccine program in collaboration with
Genentech in patients with pancreatic ductal adenocarcinoma (PDAC) as adjuvant therapy: Results
from an investigator-initiated Phase 1 study showed that autogene cevumeran in combination with
atezolizumab and mFOLFIRINOX induced significant T-cell activity in patients with surgically
resected PDAC, which correlated with delayed recurrence. Additional data with longer follow-up
showed that autogene cevumeran continued to induce polyspecific T cell responses up to three
years after vaccination and that the vaccine response correlated with delayed tumor recurrence
(April 2024, AACR).
– BNT211, our most advanced cell therapy program, which is being studied alone and in combination
with a CLDN6-encoding, CAR-T Cell Amplifying RNA Vaccine (“CARVac”) in patients with germ cell
tumors and other solid tumors: The Phase 1/2 study is investigating 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 increased durability of the cancer-specific CAR-T cells in
combination with CARVac. Additional data showed encouraging signs of antitumor activity in multiple
indications and suggests that the safety profile of CLDN6 CAR-T cells with and without CARVac is
consistent with previously published effects of CAR-T therapies and that repeated administration of
CARVac does not substantially increase toxicity (September 2024, ESMO).
– BNT323/DB-1303, a HER2-targeted ADC candidate developed in collaboration with DualityBio and
being studied in patients with metastatic breast cancer and endometrial cancer:
• BNT323/DB-1303 is being investigated in a Phase 1/2 study (NCT05150691) in patients with
advanced, unresectable, recurrent, or metastatic HER2-expressing tumors. A cohort required for
approval with HER2-expressing endometrial cancer has reached the planned number of patients;
data is expected in 2025.
• A confirmatory Phase 3 trial (NCT06340568) for advanced endometrial cancer is being planned.
• The ongoing Phase 3 study DYNASTY-Breast02 (NCT06018337) is investigating patients with HR+
and HER2-low breast cancer whose disease progressed during hormone or CDK4/6 inhibitor
therapy. A trial-in-progress poster was presented at the ESMO Congress in September 2024.
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– BNT325/DB-1305, a TROP-2-targeted ADC candidate being developed in collaboration with
DualityBio, received Fast Track designation from the U.S. Food and Drug Administration in January
2024 for the treatment of patients with platinum-resistant epithelial ovarian cancer, fallopian tube
cancer or primary peritoneal cancer who have previously received between one and three systemic
treatment regimens.
– BNT327/PM8002 is a bispecific antibody candidate being developed in collaboration with Biotheus.
It combines PD-L1 checkpoint inhibition with neutralization of the signaling molecule VEGF-A.
BNT327 and is currently being investigated in several global Phase 2 and Phase 3 trials conducted
exclusively in China to evaluate the efficacy and safety of the candidate as monotherapy or in
combination with chemotherapy in various indications. In addition, BNT327 is being evaluated in
combination with BNT325/DB-1305, a next-generation ADC candidate, in a Phase 1/2 study. We also
plan to investigate BNT327 in combination with our other clinical ADCs – BNT323/DB-1303,
BNT324/DB-1311 and BNT326/YL202. We presented clinical data updates from multiple Phase
1b/2a studies of BNT327 as monotherapy in various indications, including advanced cervical cancer,
platinum-resistant recurrent ovarian cancer, and advanced non-small cell lung cancer, at the
American Society of Clinical Oncology (“ASCO”) Annual Meeting, the European Society for Molecular
Oncology (“ESMO”) Congress, and the San Antonio Breast Cancer Symposium (“SABCS”).
In the field of infectious diseases, several Phase 1 and Phase 1/2 clinical trials are underway for
prophylactic vaccine candidates based on our mRNA technology platform. These include candidates
against malaria (the Company’s own program), tuberculosis (in collaboration with the Bill & Melinda
Gates Foundation), Mpox (in partnership with CEPI), and shingles (in partnership with Pfizer).
Collaborations
In addition to the strategic collaborations entered into with Pfizer and Fosun Pharma as part of the
COVID-19 vaccine development program in the 2020 financial year and the ongoing academic
collaboration with Mainz University Hospital and Translational Oncology at the University Medical
Center of Johannes Gutenberg University Mainz gemeinnützige GmbH (“TRON”), we have initiated or
further developed additional collaborations with pharmaceutical and technology companies.
Our existing cooperation partners include:
– Genentech: Development of individualized neoepitope-specific mRNA immunotherapies for the
treatment of various types of cancer.
– Pfizer: Development of our COVID-19, influenza, and combined COVID-19/influenza vaccine
programs using the technology of our mRNA-based infectious disease platform
– Genmab: Development of innovative mono- and bispecific checkpoint immunomodulators.
– OncoC4: Research and development of a monoclonal anti-CTLA4 antibody.
– DualityBio: Research and development of certain antibody-drug conjugates.
– MediLink Therapeutics (Suzhou) Co: Development of a next-generation ADC.
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In 2024, we entered into several supplementary agreements and cooperations, including:
– The announcement of the acquisition of our strategic cooperation partner Biotheus. The acquisition
gives us full global rights to BNT327, a bispecific antibody against PD-L1 and VEGF-A, which is in late-
stage clinical development and was formerly known as PM8002.
– An existing strategic partnership with CEPI to promote mRNA-based vaccine candidates for the
prevention of Mpox (BNT166) was expanded with the aim of creating research and development
capacities for corresponding mRNA vaccines as well as clinical and commercial-scale production
capacities at our site in Kigali, Rwanda.
– We have entered into a strategic collaboration with Autolus to advance both companies’ autologous
CAR-T programs to market, subject to regulatory approval. The companies have also concluded a
license and option agreement and a securities purchase agreement.
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2 Economic Report
2.1 Macroeconomic and Sector-Specific Conditions
The German economic output declined in 2024. Price-adjusted gross domestic product fell by 0.2%1
compared to the previous year. Increasing competition for the German export industry on important
sales markets and high energy prices led to uncertainty and weighed on the economy.
According to IMF experts, however, the global economy grew by 3.2%2 in 2024.
The German pharmaceutical industry expects production and investment to grow in 2024. The
increase in employment in the sector is also continuing, which underlines its role as a growth driver
and key industry in the transition.3
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 contribute 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 cancer immunotherapies was estimated at $12.2 billion4 in 2024 and is forecast
by The Business Research Company to grow at a compound annual growth rate of 15%4 to around
$31.3 billion4 by 2023. The growth during this period can be attributed to the increasing prevalence of
cancer, the increasing acceptance of immunotherapy over traditional therapy, the growing research
and development activities to develop targeted therapies for specific diseases, the increasing
efficacy and accuracy of newer therapies, and the increasing recognition of the limitations of
traditional cancer therapies.5
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 manner. 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 mRNA-based immunotherapies. The rapid, efficient and safe development was driven by
BioNTech’s decades of expertise in the research and development of mRNA-based vaccines.
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(1) Quelle: https://www.destatis.de/DE/Presse/Pressekonferenzen/2025/bip2024/pm-bip.pdf?__blob=publicationFile
(2) Quelle: https://www.imf.org/en/Publications/WEO/Issues/2024/01/30/world-economic-outlook-update-january-2024
(3) Quelle:https://www.vfa.de/de/presse/pressemitteilungen/pm-031-2024-pharma-industrie-ist-lichtblick-in-der-
wirtschaftsflaute.html
(4) Quelle: https://www.grandviewresearch.com/horizon/outlook/mrna-therapeutics-market-size/global
(5) Quelle: https://www.grandviewresearch.com/horizon/outlook/mrna-therapeutics-market-size/global
2.2 Business Development Compared to the Forecast
The following table shows a comparison between the forecast and the BioNTech Group’s results for
the year ended December 31, 2024:
Forecast for the year ended
December 31, 2024
(published as part of the Q4
2023 earnings presentation)
Updated forecast for the year
ended December 31, 2024
(published as part of the Q3
2024 earnings presentation)
Results for the
year ended
December 31, 2024
Group Revenues
€2.5 billion to €3.1 billion
€2.5 billion to €3.1 billion
(lower end)
€2,751.1 million
Research and development
costs
€2.4 billion to €2.6 billion
€2.4 billion to €2.6 billion
€2,254.2 million
Sales and general
administration costs
€700 million to €800 million
€600 million to €700 million
€599.0 million
Investments in property,
plant, and equipment and
intangible assets
€400 million to €500 million
€300 million to €400 million
€307.1 million
During the year ended December 31, 2024, a total of €2.8 billion in revenues was generated within the
Group. This value is in the middle of the range of the initial forecast. Vaccination rates are stabilizing at
an endemic level with the usual seasonal distribution. During the year ended December 31, 2024,
vaccination rates stabilized at a lower level in the commercialized markets outside the EU. Our
expectations in the middle of the range have been fulfilled.
At €2.3 billion, the expenses from research and development expenses expected for the year ended
December 31, 2024 were around €200.0 million below the average of the initial forecast range. This is
due to our ongoing portfolio management measures. The postponement of some expenses for
approval studies from 2024 to 2025 also contributed to the result in this year. Investments were made
in our focus areas, particularly in our mRNA cancer immunotherapies and our BNT327 product
candidates.
We initially expected sales and general administration expenses of €700.0 million to €800.0 million
for the year ended December 31, 2024. At €599.0 million, the actual expenses for the internal
administrative and coordinating functions associated with the expansion of research and
development, such as finance, human resources, and business development, were €151.0 million
below the average of the forecast expenses. Overall, it can be said that we were able to successfully
reduce our sales and administration expenses through active management. We ensure that we use
our resources effectively and efficiently and focus on the most important areas. By systematically de-
prioritizing and postponing projects, we were able to focus on our core initiatives and thus drive
forward our achievements. We have also carefully controlled our expenditure and reduced external
services and consulting, among other things, in order to ensure our financial stability.
Operating investments in property, plant, and equipment and intangible assets amounted to
€307.1 million in the past financial year. Expenditure on the expansion and improvement of our
research and development and production facilities and investments in IT infrastructure was
therefore around €150.0 million below the average of the originally forecast range. This is mainly due
to the postponement of planned investments due to short-term changes in priorities.
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Business Development Compared to the Forecast
38
2.3 Net Assets, Financial Position, and Operating Results of the
Group
2.3.1 Operating Results
Revenues
Our sales revenue mainly comprises commercial COVID-19 vaccine revenues in addition to revenue
from a contract with the German government for pandemic preparedness. Revenue from contracts
with customers fell by €1,067.9 million compared to the previous year, from €3,819.0 million to
€2,751.1 million in the year ended December 31, 2024, as demand for our COVID-19 vaccine declined
compared to the previous year. In addition, the shareable inventory write-downs of our collaboration
partner Pfizer reduced our share of gross profit and thus negatively impacted our sales for the year
ended December 31, 2024.
Cost of sales
The cost of sales fell by €58.5 million compared to the previous year, from €599.8 million to
€541.3 million in the year ended December 31, 2024. The decrease mainly resulted from the
recognition of lower costs in connection with reduced COVID-19 vaccine sales and includes Pfizer’s
share of our gross profit from our sales as well as inventory write-downs and write-offs recognized in
connection with the introduction of a variant-adjusted COVID-19 vaccine and changes in demand.
Research and Development Expenses
Years ended December 31,
Change
(in millions €)
2024
2023
€
%
COVID-19 vaccine
236
313
(77.0)
(25)
Non-COVID-19 vaccine
2,018.2
1,470.1
548.1
37
Research and development costs(1)
2,254.2
1,783.1
471.1
26
(1) Breakdown according to the internal cost allocation logic.
Research and development expenses increased by €471.1 million compared to the previous year,
from €1,783.1 million to €2,254.2 million in the year ended December 31, 2024. The increase is mainly
due to the progressing clinical studies for pipeline candidates, such as antibody drug conjugates or
our antibody and individualized cancer immunotherapy product candidates. Another reason for the
increase was higher personnel expenses due to an increase in the number of employees.
Sales and Marketing Expenses
Sales and marketing expenses increased by €5.2 million compared to the previous year, from
€62.7 million to €67.9 million in the year ended December 31, 2024. The increase is mainly due to
higher expenses for setting up and improving the commercial IT platform and higher personnel costs
due to an increase in the number of employees.
General and Administrative Expenses
General administrative expenses increased by €36.1 million compared to the previous year, from
€495.0 million to €531.1 million in the year ended December 31, 2024.
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39
The increase resulted in particular from higher expenses for purchased services in the IT area and
higher personnel expenses due to an increase in the number of employees.
Other Operating Result
The other operating result fell by €482.9 million compared to the previous year, from a net negative
amount of €188.0 million to a net negative amount of €670.9 million in the year ended December 31,
2024. During the year ended December 31, 2024, there was a negative effect in other operating
income primarily from the settlement of contractual disputes and the associated expenses for such
disputes, which exceeded the positive effects from currency translation.
Finance Result
The finance result increased by €140.9 million compared to the previous year, from €495.7 million to
€636.6 million in the year ended December 31, 2024. Due to higher interest income from investments
in securities, bank deposits, and bank balances, as well as from fair value adjustments from money
market funds in the year ended December 31, 2024, the change is mainly due to increased finance
income of €664.0 million (previous year: €519.6 million).
Income Taxes
Our tax expenses changed by €268.2 million from €255.8 million in the previous year to tax income of
€12.4 million in the year ended December 31, 2024. Income taxes comprise actual tax income in the
amount of €2.3 million (previous year: tax expense of €243.1 million) and deferred tax income of
€10.1 million (previous year: deferred tax expense of €12.7 million).
In 2024, deferred tax assets are only recognized if the recognition criteria of IAS 12 are met as of
December 31, 2024. Unrecognized deferred tax assets are remeasured at each reporting date and
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 assets
have been recognized on the balance sheet is €332.4 million as of December 31, 2024. As of
December 31, 2024, we partially recognize deferred tax assets on the losses of our US tax group and
partially of other companies.
Annual Result
During the year ended December 31, 2024, an annual loss of €665.3 million (previous year: annual
profit of €930.3 million) was generated.
2.3.2 Financial Position
The objective of financial management is to ensure that capital is maintained and to provide liquidity
for the growth of the companies and for research and development projects. Proceeds from
commercial sales of our COVID-19 vaccine are our most important source of liquidity. Scenario and
cash flow planning is used to determine liquidity requirements.
Capital Structure
As of December 31, 2024, our share capital comprised 248,552,200 voting bearer shares, of which
8,581,396 were held as treasury shares. The nominal value of our shares is €1.00 and each share
carries one voting right at the Annual General Meeting. The financing of ongoing clinical studies and
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the development and expansion of production capacities and commercialization of new formulations
were primarily financed from our own funds.
Investments
During the year ended December 31, 2024, investments were made in securities in particular in order
to invest the financial reserves profitably. In addition, investments in property, plant, and equipment
totaling €287.9 million (previous year: €249.4 million) were made. The investments were mainly made
in connection with new buildings in Germany and investments in the development of our international
locations in Singapore, Rwanda, and Australia. Investments in intangible assets amounted to
€115.2 million in the year ended December 31, 2024 (previous year: €505.0 million) primarily in
connection with the acquisition of licenses as part of licensing and cooperation agreements. There
were no company acquisitions in the year ended December 31, 2024. In the previous year, by contrast,
€187.4 million was invested in intangible assets in connection with the acquisition of the subsidiary
InstaDeep Ltd.
Depreciation on property, plant, and equipment amounted to €54.9 million in the year ended
December 31, 2024 (previous year: €97.7 million) and impairment losses amounted to €58.1 million
(previous year: nil), which is primarily due to an adjustment as part of the strategic production
allocation structure. Regular amortization of intangible assets amounted to €54.8 million (previous
year: €40.5 million) and impairment losses amounted to €83.3 million (previous year: nil), which is
primarily due to an adjustment in the prioritization of product candidates in the overall portfolio.
In total, we spent €2,081.2 million on investing activities in the year ended December 31, 2024
(previous year: €6,954.5 million). These consist primarily of net investments in securities, reverse
repurchase agreements, and bank deposits.
Liquidity
As of December 31, 2024, our cash and cash equivalents amounted to €9,761.9 million (previous year:
€11,663.7 million), investments in current securities to €6,536.2 million (previous year: €4,885.1 million)
and non-current securities to €1,061.1 million (previous year: €1,104.6 million), i.e. a total of
€17,359.2 million (previous year: €17,653.4 million). The change in the year ended December 31, 2024
is mainly due to our investments in our research and development pipeline, the decline in payments
received from commercial sales of our COVID-19 vaccine, and our share of the gross profit from
commercial sales of our partner Pfizer’s COVID-19 vaccine. The contractual settlement of the gross
profit share is delayed by more than one calendar quarter. In addition, Pfizer’s subsidiaries outside the
United States have a different financial quarter. We receive a large proportion of these payments in
U.S. dollars via our partner Pfizer, which means that we are exposed to concentration and currency
risks – which we counter through hedging transactions. Operating activities, which mainly comprise
the share of gross profit received and payments for research and development activities, generated a
cash flow from operating activities of €207.7 million (previous year: cash flow of €5,371.4 million).
Net cash used in financing activities amounted to €45.9 million in the year ended December 31, 2024
(previous year: €778.6 million). The main component was cash outflows in connection with lease
payments.
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Net Assets, Financial Position, and Operating Results of the Group
41
2.3.3 Net Assets
As of December 31, 2024, total equity and liabilities amounted to €22,529.7 million compared to
€23,006.3 million as of December 31, 2023. The decrease was mainly due to lower receivables from
Pfizer as a result of reduced COVID-19 vaccine sales and the developments explained below.
Current and Non-Current Assets
Compared to December 31, 2023, non-current assets increased by €247.2 million from
€3,479.0 million to €3,726.2 million as of December 31, 2024. The increase resulted primarily from
investments in property, plant, and equipment.
The decrease in current assets by €723.8 million from €19,527.3 million as of December 31, 2023 to
€18,803.5 million as of December 31, 2024 is mainly due to the fact that receivables from our
COVID-19 collaboration with Pfizer and receivables from our customers that we supply directly in our
territory declined as a result of lower demand at the end of the year ended December 31, 2024 and to
the fact that we invested more funds.
Equity
Compared to December 31, 2023, equity decreased by €834.8 million from €20,245.9 million to
€19,411.1 million as of December 31, 2024. The decrease is mainly due to the loss for the year ended
December 31, 2024. The equity ratio fell by 1.8 percentage points to 86.2% (previous year: 88.0%).
Current and Non-Current Liabilities
Compared to December 31, 2023, liabilities increased by €358.2 million from €2,760.4 million to
€3,118.6 million as of December 31, 2024. The increase resulted primarily from obligations arising from
the settlement of contractual disputes and the associated expenses for such disputes.
Off-Balance Sheet Commitments
The off-balance sheet commitments include the following:
(in millions €)
December 31, 2024
December 31, 2023
Commitments under purchase agreements for property, plant,
and equipment
186.7
154.4
Contractual commitments in connection with the acquisition of
intangible assets
1,193.1
1,721.1
Total
1,379.8
1,875.5
Contractual commitments in connection with the acquisition of intangible assets exist in relation to
licensing and research and development cooperations. We have entered into commitments to make
milestone payments as soon as certain targets are reached. Assuming that all milestone events are
achieved, we would be obliged to pay up to €1,193.1 million as of December 31, 2024 (€1,721.1 million as
of December 31, 2023) in connection with the acquisition of intangible assets. The amounts specified
represent the maximum payments to be made and it is unlikely that they will all fall due. We have
excluded milestone payments that are subject to licensing agreements with Biotheus, as these
payments will be treated as intercompany transactions following the acquisition of Biotheus, which
was completed in January 2025. The obligations arising from the acquisition of Biotheus are listed in
Note 5 “Business combinations” of our Group. The amounts and the dates of the actual payments may
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both vary considerably from those 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.
The expected maturities of payment obligations from purchase agreements for property, plant, and
equipment and contractual obligations in connection with the acquisition of intangible assets are as
follows:
(in millions €)
Less than
1 year
1 to 5
years
More than
5 years
Total
Commitments under purchase agreements for
property, plant, and equipment
109.0
77.7
—
186.7
Contractual commitments in connection with the
acquisition of intangible assets
118.9
677.6
396.6
1,193.1
Total
227.9
755.3
396.6
1,379.8
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 continued to be classified as a key non-financial performance indicator in the year ended
December 31, 2024 and was used for internal management purposes. Progress in research
achievements, such as the initiation of approval-oriented studies and preparation of the first
application for market approval, are a key performance indicator for our Company. We are working on
proving the benefits of further treatment approaches clinically, further developing product candidates
in studies with approval potential, and continuously expanding collaborations and production options
in order to be able to offer innovative treatments to patients around the world.
BioNTech also supports the United Nations Sustainable Development Goals (SDGs). Through our
business model, we are making a relevant contribution to supporting the third Sustainable
Development Goal of the United Nations (SDG 3): ensuring healthy lives for all at all ages and
promoting well-being.
2.4.2 Financial Key Performance Indicators of the Group and BioNTech SE
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, particularly 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 revenues
represent our share of the gross profits of our collaboration partners, they are particularly influenced
by the costs incurred in that context. Our revenues serve as a performance indicator of our
commercial earning power.
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43
Research and Development Expenses
Research and Development expenses are an indicator of our future earnings potential, as this
depends heavily on the development of the clinical pipeline and responsible use of the financial
resources generated. This performance indicator mainly includes expenses for the development of
our clinical product candidates, for early, exploratory research, and structural expenses in the
research and development area. In 2024, we increasingly focused our portfolio on product candidates
in late clinical development phases (Phase 2 and Phase 3). This is also reflected in a focus of our
capital resources on the corresponding product candidates in the areas of oncology and infectious
diseases. At the same time, this focus reflects our goal of continuously increasing the value of our
portfolio by promoting promising therapies. Late-stage studies require significant financial
investment, which we provide as part of active portfolio management, combined with consistent cost
control.
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 associated 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 coordinating functions associated with
the expansion of research and development, such as finance, human resources, or business
development, with regard to the associated cost development.
Operating investments in Property, Plant, and Equipment and Intangible Assets
Operating investments in property, plant, and equipment and intangible assets include expenditure
for the acquisition of property, plant, and equipment and for the acquisition of intangible assets and
rights of use, unless they are made as part of a merger & acquisition (M&A). These mainly include
expenditure on the expansion and improvement of our research and development and production
facilities and investments in state-of-the-art IT infrastructure to support the Company in all
digitalization 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 addition to financial metrics, we continue to measure our business success primarily
by our research performance, and in particular by the achievement of the targets we have set.
Together with collaboration partners, we have generated a robust and diversified oncology and
infectious disease pipeline. We continued to develop our pipeline in the year ended December 31,
2024 and made progress in line with expectations and plans. We are well equipped to continue
BioNTech’s successful development in 2025 in a market environment that remains challenging.
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3 Management Report of BioNTech SE
3.1 Supplementary Notes According to the German Commercial
Code (HGB)
BioNTech SE is the parent company of the BioNTech Group and has its headquarters in Mainz,
Germany. In addition, the BioNTech Group comprised 41 companies at the end of the year ended
December 31, 2024. Key management functions for the Group such as corporate strategy, risk
management, investment management tasks, executive and financial management, and
communication with important stakeholders of the Group are the responsibility of the Management
Board of BioNTech SE. BioNTech SE generated the majority of Group sales with its operating
activities, particularly in connection with Pfizer, which were concluded by BioNTech SE as part of the
COVID-19 vaccine program.
BioNTech SE is not managed separately using its own performance indicators, as the Company is
integrated into the Group management. The notes provided for the Group apply. The economic
conditions of BioNTech SE essentially correspond to those of the BioNTech Group and are described
in detail in section 2.
3.2 Net Assets, Financial Position and Operating Results of
BioNTech SE
3.2.1 Operating Results
Years ended December 31,
(in millions €)
2024
2023
Revenues
2,224.4
3,270.1
Cost of Sales
(218.2)
(250.0)
Gross profit on revenues
2,006.2
3,020.1
Research and development expenses
(2,396.8)
(1,743.6)
Sales and marketing expenses
(62.0)
(29.4)
General and administrative expenses
(746.8)
(535.1)
Other operating income
796.4
299.5
Other operating expenses
(1,416.9)
(315.6)
Operating profit / (loss)
(1,819.9)
695.9
Income from profit transfer
309.5
184.6
Income from other securities and loans classified as financial assets
53.8
29.7
Other interests and similar income
641.4
366.7
Interest and similar expenses
(17.6)
(78.0)
Expenses from loss transfer
(111.5)
(166.2)
Write-downs on financial assets and current securities
(190.9)
—
Profit / (Loss) before tax
(1,135.2)
1,032.7
Income taxes
6.7
(233.2)
Net profit / (loss)
(1,128.5)
799.5
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45
Revenues
Revenue fell by €1,045.7 million compared to the previous year, from €3,270.1 million to
€2,224.4 million in the year ended December 31, 2024. Commercial sales decreased due to lower
demand for our COVID-19 vaccine and are largely attributable to the recognition of sales under the
collaboration agreement with Pfizer, with which BioNTech SE is a contractual partner.
Cost of Sales
Cost of sales fell by €31.8 million year-on-year from €250.0 million to €218.2 million in the year ended
December 31, 2024 as a result of the decline in COVID-19 vaccine sales. Cost of sales essentially
include the share of our gross profit that Pfizer receives as a collaboration partner on the basis of 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, 2023 to the year ended December 31, 2024, research and
development expenses increased by €653.2 million from €1,743.6 million to €2,396.8 million. The
increase is mainly due to the progressing clinical studies for pipeline candidates, such as antibody
drug conjugates or our antibody and individualized cancer immunotherapy product candidates.
Another reason for the increase was higher personnel expenses due to an increase in the number of
employees.
General and Administrative Expenses
From the year ended December 31, 2023 to the year ended December 31, 2024, general
administrative expenses increased by €211.7 million from €535.1 million to €746.8 million. The
increase is mainly due to higher expenses for legal and consulting expenses and for setting up and
improving the commercial IT platform, as well as an increase in wages and salaries, social benefits,
and social security expenses as a result of the increase in the number of employees.
Other Operating Result
The other operating result fell by €604.4 million compared to the previous year, from a negative net
result of €16.1 million to a negative net result of €620.5 million in the year ended December 31, 2024.
During the year ended December 31, 2024, there was a negative effect in other operating income
primarily from the settlement of contractual disputes and the associated expenses for such disputes,
which exceeded the positive effects from currency translation.
Finance Result
The finance result, consisting of the effects from the profit transfer and interest income and expenses,
increased by €347.9 million compared to the previous year, from a positive net result of €336.8 million
to a positive net result of €684.7 million in the year ended December 31, 2024. The increase resulted in
particular from net interest income, which improved by €359.2 million year-on-year from
€318.4 million to €677.6 million, mainly due to interest income from securities in the year ended
December 31, 2024. The profit transfer from affiliated companies included in the finance result
(net profit transfer of €198.0 million; previous year: net profit transfer €18.4 million) had an additional
impact on the finance result.
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46
Income Taxes
Income taxes realized during the year ended December 31, 2024 amounted to €6.7 million (previous
year: tax expense of €233.2 million). Income taxes consist of actual tax income in the amount of
€6.7 million (previous year: tax expense of €233.2 million) and no deferred tax expense or deferred
tax income (previous year: nil).
Net Profit / (Loss)
During the year ended December 31, 2024, a net loss for the year of €1,128.5 million (previous year: net
profit for the year of €799.5 million) was generated.
3.2.2 Financial Position
The objective of BioNTech SE’s financial management 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, 2024, our subscribed capital comprised 248,552,200 bearer shares with voting
rights, of which 8,581,396 were held as treasury shares.
Investments
During the year ended December 31, 2024, total investments of €1,813.4 million (previous year:
€2,598.1 million) were made. This amount was made up of investments in property, plant, and
equipment totaling €56.5 million (previous year: €59.2 million), investments in intangible assets in the
amount of €147.3 million (previous year: €667.2 million), and in particular investments in securities
held as fixed assets and shares in affiliated companies and other loans in the amount of
€1,609.6 million (previous year: €1,871.7 million).
Depreciation on buildings, other equipment, operating and office equipment amounted to
€22.5 million in 2024 (previous year: €21.4 million). Amortization of intangible assets amounted to
€278.3 million (previous year: €63.9 million), while impairments amounted to €160.0 million, which is
primarily due to an adjustment in the prioritization of product candidates in the overall portfolio.
Liquidity
As of December 31, 2024, our cash and cash equivalents amounted to €9,338.9 million (previous year:
€11,409.5 million), securities held as fixed assets to €2,443.2 million (previous year: €1,326.4 million)
and other securities to €5,104.6 million (previous year: €4,662.6 million), i.e. a total of €16,886.7 million
(previous year: €17,398.5 million). The change in the year ended December 31, 2024 is mainly due to
our investments in our research and development pipeline, the decline in payments received from
commercial sales of our COVID-19 vaccine, and our share of the gross profit from commercial sales of
our partner Pfizer’s COVID-19 vaccine. 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 in U.S. dollars
via our partner Pfizer, which means that we are exposed to concentration and currency risks – which
we counter through hedging transactions. Operating activities, which mainly comprise the share of
gross profit received and payments for research and development activities, generated a cash flow
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from operating activities of minus €1,269.9 million (previous year: positive cash flow of
€4,514.8 million).
Net cash generated from financing activities amounted to €1,274.9 million in the year ended
December 31, 2024 (previous year: minus €813.4 million). The main component was cash flows in
connection with cash pool obligations to subsidiaries.
3.2.3 Net Assets
(in millions €)
December 31,
December 31,
Assets
2024
2023
Fixed assets
Intangible assets
543.6
674.6
Property, plant and equipment
169.8
136.5
Financial assets
3,728.7
2,541.0
Total fixed assets
4,442.1
3,352.1
Current assets
Inventories
1.1
1.2
Receivables and other assets
3,529.2
2,813.9
Other securities
5,104.6
4,662.6
Cash on hand and at banks
9,338.9
11,409.5
Total current assets
17,973.8
18,887.2
Deferred expenses
163.7
216.3
Assets arising from overfunding of pension provisions
2.2
1.8
Total assets
22,581.8
22,457.4
Equity and liabilities
Equity
Share capital
248.6
248.6
Capital reserve
778.7
695.6
Treasury shares
(8.6)
(10.8)
Retained earnings
9,845.1
9,845.1
Accumulated profit
8,232.5
9,361.0
Total equity
19,096.3
20,139.5
Provisions
Tax provisions
1.2
525.1
Other provisions
431.5
571.7
Total provisions
432.7
1,096.8
Liabilities
Trade payables
343.0
254.2
Liabilities to affiliated companies
1,256.3
485.8
Other liabilities
1,193.5
93.4
Total liabilities
2,792.8
833.4
Deferred income
260.0
387.7
Total equity and liabilities
22,581.8
22,457.4
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As of December 31, 2024, total equity and liabilities amounted to €22,581.8 million compared to
€22,457.4 million as of December 31, 2023. Cash on hand and bank balances from our COVID-19
collaboration with Pfizer and the payments received from the COVID-19 vaccine sales of our
subsidiaries via the profit and loss transfer agreements make up a significant part of the balance
sheet. The changes in our total equity and liabilities are mainly due to the following developments:
Fixed Assets and Current assets
Compared to December 31, 2023, fixed assets increased by €1,090.0 million from €3,352.1 million to
€4,442.1 million as of December 31, 2024. In addition to accruals in the area of advance payments, the
increase in financial assets is attributable to investments in securities.
Compared to December 31, 2023, current assets decreased by €913.4 million from €18,887.2 million
as of December 31, 2023 to €17,973.8 million as of December 31, 2024. The decrease was mainly due
to a reduction in cash and cash equivalents.
Equity
Compared to December 31, 2023, equity decreased by €1,043.2 million from €20,139.5 million to
€19,096.3 million as of December 31, 2024. The decrease was primarily due to the net loss generated
in the year ended December 31, 2024. The equity ratio fell by 5.1 percentage points to 84.6%
(2023: 89.7%).
Provisions and Liabilities
Compared to December 31, 2023, provisions and liabilities increased by €1,295.3 million from
€1,930.2 million to €3,225.5 million as of December 31, 2024. The increase is mainly due to the
settlement of contractual disputes in the amount of €1,148.0 million and a decrease in provisions for
outstanding invoices of €138.9 million.
Off-Balance Sheet Commitments
Contingent liabilities relate to potential future events, the occurrence of which would lead to an
obligation. As of the reporting date, contingent liabilities from guarantees amounted to €676.7 million
(previous year: 642.8 million), all of which are entirely in respect of affiliated companies. The risk of
utilization 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 leasing obligations:
(in millions €)
Less than 1 year
1 to 5 years
More than 5 years
Total
Rental agreements
18.8
53.3
18.1
90.2
The advantages of rental and leasing contracts lie in the optimization of liquidity. No significant risks
are discernible.
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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
Total
Commitments under purchase agreements for
property, plant, and equipment
13.1
—
—
13.1
Contractual obligation to acquire intangible assets
168.9
1,047.3
583.3
1,799.5
Total
182.0
1,047.3
583.3
1,812.6
The financial obligations in connection with the purchase of intangible assets result from the license
and collaboration agreements concluded and the resulting obligations to make milestone-based
payments to the collaboration partner, together with the contractual obligation from purchase
agreements for property, plant, and equipment. Provided that all contractually agreed milestones are
reached, the Company has undertaken to pay up to €1,812.6 million as of December 31, 2024.
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 through its
shareholdings. As a result of the BioNTech Group’s centralized financial management, all financing
transactions are primarily processed via BioNTech SE. As the parent company of the BioNTech
Group, BioNTech SE is integrated into our Group-wide risk management system.
3.4 Relationships with Affiliated Companies
Final declaration of the Management Board of BioNTech SE on the report on relationships with
affiliated companies for the year ended December 31, 2024 (dependent company report pursuant to
Section 312(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 or
in the interest of ATHOS KG or its affiliated companies in the period from January 1 to December 31,
2024.”
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4 Forecast, Opportunity and Risk Report
4.1 Forecast Report
As a company, we are part of the pharmaceutical and biotechnology industry, which is characterized
nationally and internationally by its strength in innovation. The growth prospects for the sector are
seen as good, driven by its independence from economic cycles, global demographic change, and
medical and technological progress. Based on our proprietary mRNA technology, we were the first
company in the world to develop a highly effective and safe vaccine against COVID-19 in compliance
with scientific standards within a year and then to successfully market it globally together with our
collaboration partners. This illustrates our ability to develop and market medicines and therapies
based on innovative technologies that can provide added value for patients and society.
For the 2025 financial year, we expect Group sales of between €1.7 billion and €2.2 billion.
The sales forecast mainly includes commercial sales from our COVID-19 vaccine business and is
underpinned by various assumptions.
These include expected deliveries under existing or agreed supply contracts and expected sales in
the context of conventional commercial orders. Sales revenues are heavily influenced by purchase
volumes and price trends. The regulatory recommendations to adapt COVID-19 vaccines to address
recently circulating variants or sublines of SARS-CoV-2 also continue to have an impact. We expect
our sales to be determined by the approval of our COVID-19 vaccine in the second half of the year. As
our sales revenues represent our share of the gross profits of our collaboration partners, they are
particularly influenced by the costs incurred in that context. For the 2025 financial year, we have
reflected expected devaluations and other charges from our cooperation partner Pfizer amounting to
15% of our gross profit share. In the long term, we aim to generate sustainable sales from the
COVID-19 vaccine program and maintain our leading position in the development and marketing of
COVID-19 vaccines. In the future, we will continue to work with Pfizer to create the conditions to
flexibly adapt the vaccine to other potential future mutations as necessary, to continuously optimize
the formulations, and to make the product available to other patient groups by expanding the
indications.
In addition to COVID-19 vaccine-related revenue, we plan to generate further sources of income,
including from the framework agreement signed with the Federal Republic of Germany on pandemic
preparedness, the production and supply of mRNA-based vaccines, and revenue from external sales
by our subsidiaries InstaDeep Ltd, JPT Peptide Technologies GmbH, and BioNTech Individualized
mRNA Manufacturing GmbH.
Potential changes in laws or government policies, at the state or national level, as well as changing
public opinion on vaccines and mRNA technology in the United States and globally, could adversely
affect BioNTech’s COVID-19 vaccine revenues and operating results.
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With the successful production and marketing of our COVID-19 vaccine, we have built up a great deal
of expertise and a global network to develop, produce, and market products worldwide. Our future
earnings potential depends heavily on the development of the clinical pipeline and responsible use of
the financial resources generated. We have a broadly diversified portfolio of product candidates
based on a cross-platform approach to technology. They form the basis for our strategy of
developing innovative combination therapies. We intend to reinvest the proceeds from the sale of our
COVID-19 vaccine in our advanced clinical candidates. In the 2025 financial year, we expect to make
significant progress in several clinical studies in the oncology pipeline, such as our key clinical product
candidate BNT327. We will use the potential of our pipeline to strengthen BNT327, in particular
through combinations with our ADC candidates. We are also continuing to develop our COVID-19
vaccine, including in combination with flu protection. In line with our cost-conscious portfolio
optimization strategy, we expect to reduce our expenditure on research and development outside our
focus area. Overall, we expect our research and development expenditures for the 2025 financial
year to amount to between €2.6 billion and €2.8 billion.
Expenses for sales and general administrative expenses in the 2025 financial year are expected to be
between €650.0 million and €750.0 million. The costs for internal administrative and coordinated
functions such as finance, human resources, and business development are expected to remain
constant. Distribution costs will increase as part of the preparations for the market launch of new
products.
For the 2025 financial year, we expect operating investments in property, plant, and equipment and
intangible assets of between €250.0 million and €350.0 million. This includes expenditure for the
expansion and improvement of our research and development and the manufacturing facilities
described above, as well as further investments in IT infrastructure that will support the Company in
its bio-digital transformation and our focus as a data-driven company.
Our forecasts and statements about the future include the effects of license agreements,
cooperations, and potential M&A transactions, insofar as these are in the public domain. The forecast
does not take into account any potential effects that may arise from the results of current or future
legal disputes or related judgments or settlements as well as certain potential one-time effects and
charges related to portfolio optimization. Yet unknown and/or unquantifiable external risks and
related activities are not included. Based on the expected sales margin and taking into account the
cost of sales, research and development costs, and all other costs, we do not expect to be profitable
in 2025.
During the year ended December 31, 2024, we strengthened our technology platforms, our digital
capabilities, and our infrastructure through corresponding investments, selected strategic
partnerships, licensing, and acquisitions in order to create long-term added value for patients,
shareholders, and society. In 2025, we aim to further advance our oncology pipeline with the aim of
launching our first oncology product on the market in 2026 and establishing ourselves as an
innovative oncology company with several approved products in various indications by 2030.
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4.2 Risk report
4.2.1 Risk Governance Framework
Risk Management System
As a next-generation immunotherapy company, we are exposed to numerous uncertainties and
changes resulting from new research approaches, for example. These uncertainties can have a
significant impact on the planned business success. At BioNTech, we are aware that it is necessary to
take risks in order to take advantage of opportunities that arise. We have therefore established a risk
management system (RMS) that takes a systematic approach to identifying, assessing, managing,
mitigating, communicating, and tracking risks.
Our RMS is a central element of our value-oriented corporate management and applies to all
divisions, subsidiaries, and locations throughout the Group. Risk management is overseen by our
Enterprise Risk Management team, which is based in 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 process covers strategic, operational, financial, legal,
compliance, sustainability, and reputational risks. We continuously review and optimize our systems
to ensure that we also systematically cover environmental, climate, and human rights aspects in order
to comply with the EU Corporate Sustainability Reporting Directive (CSRD). In the future, BioNTech
may be required to report on the impact of its activities on people and the environment and on the
impact of sustainability aspects on our Company in accordance with the CSRD.
Our risk cycle is run through every six months. Our risk owners identify and assess the risks and
decide which measures are to be taken. We also assess the progress of existing measures as part of
the risk cycle. Enterprise Risk Management reports regularly to the Management Board on the overall
risk situation. Ad hoc risks are continuously recorded, evaluated, and reported to the Management
Board immediately if a threshold value is exceeded.
Risk Identification
The risk identification process at BioNTech is systematic and includes the recording and analysis of
new risks and regular review and adjustment of known risks.
Individual risks are managed and quantitatively assessed by risk owners by determining the
probability of occurrence and expected financial loss. Risks are also assessed qualitatively in terms of
reputational damage and legal relevance.
A risk management tool supports risk identification and management. The risks are cataloged along
the Risk Universe and aggregated using a Monte Carlo simulation in order to estimate the entire range
of possible developments. Risks are managed by comparing our risk-bearing capacity, whereby key
figures such as our equity, EBIT, and cash and cash equivalents in the short, medium, and long term
are compared with the value-at-risk as an aggregated overall risk. The risks are assessed financially
and categorized according to probability of occurrence and potential damage. Depending on the
combination of these two characteristics, the risks are categorized as high, medium, or low. A risk is
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classified as high if a significant loss of resources and time is imminent and will have a
correspondingly significant impact on the net assets, financial position, and operating results. These
risks tend to have a higher probability of occurrence and impact. It is important to take measures to
reduce or avoid the risk. Medium risks generally do not have serious consequences for the net assets,
financial position, and operating results and can also be mitigated by means of appropriate measures.
Low risks are comparatively easy to manage. Nevertheless, it is important to monitor both medium
and low risks and, if necessary, take measures to reduce them or keep them at a low level. The order
of risks within the categories reflects the current assessment of the relative extent of the risk.
BioNTech continuously monitors identified risks and makes individual decisions on how to handle
them. This involves deciding whether or not to accept the risk, whether it can be covered by insurance
or mitigated by other measures, for example.
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 facilitate effective management of those risks and
thus data-related decision-making.
Enterprise Risk Management prepares an overall risk report for the Management Board twice a year.
The Management Board then informs the Audit Committee. If unexpectedly high risks arise – over and
above the regular reporting of significant risks – these are reported directly to the Management
Board. The Management Board is informed about human rights risk management and potential
human rights risks once a year in the fourth quarter by the Human Rights Officer in accordance with
the German Supply Chain Due Diligence Act (LkSG). The Audit Committee of our Supervisory Board
reviews the effectiveness and appropriateness of the risk management system and also uses the
Internal Audit department for this purpose.
Risk Culture
BioNTech promotes an open risk culture and encourages all employees to report new risks directly to
their supervisors, Enterprise Risk Management, or anonymously via a reporting portal. Six-monthly
training courses and specific training on human rights issues are offered to all risk owners and their
teams of experts, and training materials are available to all employees via the intranet. The information
collected can be forwarded directly to the relevant risk owner. The risk awareness culture is
supported by communication and events.
Three Lines Model
BioNTech uses the “Three Lines Model” for systematic management of risks. The aim is to anticipate
possible developments at an early stage and to record, assess, manage, and publicize the resulting
risks systematically. The governance structure consists of three lines. The first line is concerned with
ensuring operational compliance with the requirements defined in the second line and carrying out
checks as part of day-to-day activities. In addition to risk management, the second line also includes
the internal control system (see section 4.2.3), the compliance & ethics program (see section 5.4
Integrity and ethics), and the Human Rights Officer with the statutory task of monitoring risk
management in accordance with the LkSG. This line provides systems and expertise to detect risks
systematically, defines the control framework, and specifies guidelines. Internal Audit acts as the third
line. This line checks the effectiveness of the first two lines and ensures that risk management meets
the requirements (see section 4.2.3).
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4.2.2 Risks
The risks with the greatest financial impact are listed below. The list is presented in descending order
according to the assessment of financial risk, with the exception of legal and IP-related risks, which
are subject to the assessment uncertainties described in section 18 of our notes.
Legal and IP-related Risks
Legal risks include product liability claims, infringement of intellectual property, possible breaches of
contract, and securities lawsuits. Materialization of these risks could damage our reputation and have
a negative impact on our Company’s success. The associated contingent liabilities and disputes
relating to intellectual property, contract interpretation, and product-related lawsuits are presented in
more detail in section 18 of our notes. We currently do not believe that any of these matters will have a
material adverse effect on our financial position and continue to monitor the status of claims.
However, if unfavorable court decisions are made or out-of-court settlements are reached, this could
have a significant impact on our net assets, financial position, and operating results.
Product Development and Launch Risks
BioNTech’s future success depends largely on the successful development and commercialization of
our development candidates and the marketing of our next products. Naturally, research and
development and the supervision of clinical trials are associated with major risks. For scientific,
procedural, or regulatory reasons, product candidates may not be developed to market maturity, or
only with a delay. Similarly, despite optimal preparation, unforeseeable complications or side effects
can occur during clinical trials, which in the worst case can lead to legal disputes and compensation
payments. We constantly monitor the development of our industry and the market in order to address
uncertain factors during the research and development of our product candidates accordingly. We
are also continuously expanding our commercial specialist area, extending our functional expertise,
and further developing processes in order to consolidate our position as a major market player.
Scaling of the IT landscape and the commercial model and the interaction between Medical and
Public Affairs are time-critical components. We are strengthening our sales force and expanding the
necessary capacities in order to develop a scalable commercial model that can also be used in
various countries and regions. The financial risk is considered to be high and primarily has medium
and long-term effects.
Risks from the Portfolio Optimization Strategy
BioNTech is in a constant process of strategic adjustments, in particular through investment in
specific key areas, while consolidating and optimizing capacities in other areas. Despite possible job
cuts at various locations, the total number of employees is expected to remain stable over the next
three years in view of measures to expand capacity elsewhere. If we are unable to implement our
plans as envisaged, we are exposed to certain risks. Measures could be of less benefit than originally
estimated, for example, they could take effect later than assumed, or they could fail to have any effect
at all. Growth in strategically important areas also increases the complexity of our processes and
interfaces. Each of these factors – alone or in combination – could have a negative impact on our
business, net assets, financial position, and operating results. To mitigate these risks, we have
established a dedicated project team to monitor and sustainably implement the strategic initiative.
The financial risk is considered to be high and will have medium and long-term effects.
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Risks in relation to our activities in China
BioNTech’s global expansion means that regulatory requirements are increasing, particularly as a
result of working with collaboration partners in various countries, including China. Additional
requirements and laws must be taken into account, such as data protection, animal welfare, and the
protection of human rights. The financial risk is assessed as medium and primarily has medium and
long-term effects.
Risks to Commercial Products/the Comirnaty market
Our COVID-19 vaccine is our first commercial product and has played an important role in combating
the pandemic. However, forecast sales may be subject to fluctuations, for example due to changes in
market demand or adjustments to changing distribution channels. We continuously monitor market
and industry developments and are in contact with government representatives and cost bearers.
The contracts with collaboration partners are based on certain expectations, but the actual results
may differ. The financial risk is assessed as medium and primarily has medium and long-term effects.
Risks from M&As and their Integration
At BioNTech, we focus on continuous growth and therefore carry out various transactions and
mergers in order to position ourselves strategically. The integration of new companies into the
BioNTech family is an important part of this process and delays can have an impact both financially
and on the timing of our product pipeline. Improved processes and a larger specialist department
counteract this risk. The financial risk is assessed as medium.
Risks from IT Security and Data Protection
We take various measures to ensure IT security and data protection at BioNTech. This includes
protection against unauthorized access to our supply chain and infrastructure and against extortion,
denial of service attacks, fraud, phishing, or a global IT blackout. We continuously improve our security
policies and guidelines, carry out IT risk and application security assessments, use a vulnerability
scanner, train our employees, and have set up an incident management system. The protection of
intellectual property and personal data is also important to us. We use various measures such as
policies and guidelines, role concepts, training, and data management. The remaining financial risk is
classified as medium.
Risks in Connection with extreme Events
Our risk management also takes into account very rare events with a potentially major impact on
BioNTech (so-called tail events). Although these events are very unlikely, we cannot completely rule
them out. They include sabotage, political or internal unrest in the vicinity of our branches, or a sudden
loss of reputation from outside. We use various measures such as our operational continuity
management to counteract these risks. The financial risk is assessed as medium.
Compliance Risks
In the area of compliance and business ethics, our focus is on combating corruption, bribery, and
money laundering, cooperation with healthcare professionals, and the avoidance of conflicts of
interest and discrimination. We have established processes and various training courses and
guidelines to deal with these issues. In particular, BioNTech’s global expansion, the various
subsidiaries, especially in the USA and China, and the increased volume of goods increase the risk in
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the area of import and export compliance. The supply of clinical study material in particular requires
stable and smooth processes. The continuous expansion of our global export control function
counteracts this risk of regulatory violations and reputational damage. The remaining financial risk is
classified as medium.
In addition to the above risks with the greatest potential financial impact, the following sustainability
risks also exist:
Sustainability Risks
Through cooperation between the Risk Performance and Corporate Social Responsibility (CSR)
departments, material sustainability risks have been identified and increasingly integrated into the
company-wide risk management system since the year ended December 31, 2023. In 2024, the focus
was again on climate risks in accordance with the Task Force on Climate Related Financial
Disclosures (TCFD) and human rights risks in accordance with the Supply Chain Due Diligence Act
(LkSG). The financial impact on BioNTech is estimated to be low.
4.2.3 Internal Control System and Internal Audit
Internal Control System
Our internal control system (ICS) aims to provide reasonable assurance 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). By listing our shares on the Nasdaq Global Select Market, we have developed our internal
control system based on SOX regulations (Sarbanes-Oxley Act Section 404).
The ICS control process is mapped onto an ICS lifecycle. This consists of the six consecutive or
parallel sub-steps shown below:
– Scoping phase
– Effectiveness test
– Reconciliation of audit results
– Activity monitoring
– Quality assurance of self-assessments
– ICS reporting
The audit results are regularly communicated to the Management Board and Supervisory Board and
released as part of the annual financial statements. The scope of the ICS is defined across all
processes. The audit results include not only topics relating to financial reporting, but also more
extensive processes and topics from general areas such as treasury, taxes, IT, compliance, and
operational topics.
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Based on the COSO model (Committee of Sponsoring Organizations of the Treadway Commission),
our internal control system for financial reporting is divided into five components: control
environment, risk assessment, control activities, information and communication, and monitoring of
the internal control system.
The effectiveness of the internal control system for financial reporting is regularly reviewed and
assessed using the COSO components in accordance with Section 404 SOX. As of December 31,
2024, the control system for financial reporting was assessed as effective by our Management Board.
System-related limitations may arise in the design of the internal control system for financial reporting
and in connection with the diligence of implementation of the controls, with the result that there is no
absolute certainty that the objectives of financial reporting will be achieved and that misstatements
will always be prevented or detected.
Internal Audit
Internal Audit reports to the CEO and the Audit Committee. As an independent auditing and advisory
body without operational responsibility, Internal Audit reviews organizational units, processes,
corporate functions, applications, and projects on behalf of the Management Board and the Audit
Committee according to a risk-based selection process. Various audits were carried out in the year
ended December 31, 2024. Audit findings result in agreed measures that are monitored by Internal
Audit until they are fully implemented. Regular reporting on the implementation status of the agreed
measures to the Audit Committee and the Management Board 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 every six months at Management Board meetings. The
results of the internal control process are presented to the Audit Committee on a quarterly basis and
an overall statement is made about the appropriateness and effectiveness of the ICS and RMS. Based
on this, the Management Board has no evidence that our ICS and RMS were not appropriate or
effective in their entirety as of December 31, 2024.
We are certain that we can continue to master challenges and exploit opportunities in the future
without taking unacceptably high risks. In doing so, we strive for a balanced relationship between
opportunities 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 a consolidated view of all significant risk
categories and individual risks.
At the time of preparation, there are no risks to the continued existence of BioNTech SE and its
affiliated subsidiaries from the risks mentioned above.
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4.3 Opportunities 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 medicines 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.
Portfolio strategy
The basis for the delivery of our vision is our expertise and many years of experience in the field of
immunology. We are a multi-technology company with particular expertise in the development of
mRNA-based therapeutics, immunomodulators such as mono- and bispecific antibodies, and
targeted therapies such as ADCs and CAR-T cell therapies. We believe that by combining
complementary treatment methods, we can fully exploit the potential of each individual technology.
By combining these technologies, we aim to develop precise and personalized treatments that
increase the likelihood of therapeutic success, reduce the risk of therapy resistance, and address a
larger patient population. We are using AI and machine learning to further expand our pipeline, identify
and optimize molecules, and accelerate workflows to achieve seamless AI integration within our
Company.
Our diversified portfolio consists of product candidates from different drug classes that focus on the
treatment of cancer and infectious diseases. Today, our pipeline consists of 18 clinical programs in
oncology and seven clinical programs in infectious diseases. In 2024, we advanced several product
candidates into mid- and late-stage development, i.e. Phase 2 and 3 clinical trials, including mRNA
vaccines and next-generation immunomodulators. A particular focus in immunomodulators is on
BNT327, our bispecific anti-PD-L1/VEGF-A antibody, which together with our mRNA cancer
immunotherapies is a key priority in our pipeline. In addition, we and our partners have reported on
data from our entire portfolio at several medical conferences and published manuscripts in specialist
journals. We believe we are well positioned to develop the next generation of immunotherapies that
have the potential to change the treatment paradigms for cancer, infectious diseases, and other
serious illnesses and significantly improve clinical outcomes for patients.
Our long-term vision in oncology is to expand the available treatment options for cancer patients. In
order to best meet the needs of cancer patients, we have set ourselves the goal of covering the entire
spectrum of cancer diseases: We want to develop and market new therapies for patients, ranging
from adjuvant therapy to the treatment of metastatic cancer. We aim to achieve this by building a
diverse clinical portfolio with modalities that have synergistic mechanisms of action. With our
combination strategy, we aim to address cancer in a polyspecific way and potentially cure it. Our
strategy has enabled us to build a unique pipeline comprising technologies and candidates with
disruptive potential, focusing on therapeutic approaches with pan-tumor potential such as
personalized mRNA cancer immunotherapies and the bispecific antibody candidate BNT327. We see
these two focus programs as key value drivers for our Company in terms of our ambition to become
an integrated biopharmaceutical company with multiple products and revenue streams. We therefore
plan to invest significantly in the clinical development and commercialization of these therapies.
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We continue to pursue cost-efficient value creation by clearly prioritizing our pipeline. We plan to
invest in specific key areas while consolidating and continuously optimizing our capacities in other
areas, including the establishment of specialized centers of excellence for mRNA production and
consolidation and adjustment of capacities in administrative functions and preclinical research in
Europe and North America. This may lead to job cuts at various locations. Overall, the total number of
employees is expected to remain fairly stable over the next three years due to investments in growth
areas. Planned investments in the expansion of research, development, production, and marketing
capacities therefore represent an opportunity. This includes the establishment of a production facility
for individualized mRNA immunotherapies in Mainz, the acquisition of Biotheus, and the strategic
expansion of the workforce in certain areas worldwide.
The aim is to build on the successes of 2024, to continue to put progress at the heart of our strategy,
and to focus on our candidates with the highest potential.
Research and Development Employees
As of December 31, 2024, the BioNTech Group employed 6,946 people, 41.0% of whom worked in
research and development. As of December 31, 2023, 42.5% of the Group’s 6,292 employees worked
in research and development. BioNTech SE had 3,389 employees as of December 31, 2024,
(December 31, 2023: 3,166) employees, 54.4% of whom work in research and development
(December 31, 2023: 55.1%). The high number of employees in the R&D division gives us the
opportunity to continue and accelerate basic scientific research and, above all, clinical research,
particularly with regard to our approval-related studies.
Production
We continuously ensure that we have a production network that meets our production requirements.
We are setting up focused centers of excellence for early-stage mRNA production in Idar-Oberstein
and cell & gene production in Gaithersburg, while our center of excellence for late-stage mRNA
production in Marburg is being extended. In Mainz, the expansion of our clinical production as part of
the iNeST (individualized neoantigen-specific immunotherapy) program led to faster production of
individualized mRNA cancer vaccines, process improvement potential, and faster turnaround times.
The focus remains on building a new production facility in order to have capacities for commercial
production in addition to clinical capacities for the first time in 2026. This means that we have
sufficient capacity in our production network to be able to produce future clinical requirements for
drug candidates ourselves.
With our “BioNTainer” approach, we have turnkey mRNA production facilities based on a container
solution that enable scalable vaccine production. The production facility under construction in Kigali,
Rwanda, will be at the heart of a decentralized and robust end-to-end production network in Africa
and comprises a modular R&D production building and an additional mRNA production facility
consisting of several BioNTainers for the production of clinical and commercial mRNA. The aim is to
support equal access to innovative medicines worldwide and to counteract the unmet medical needs
in Africa. In addition, we signed a multi-year strategic partnership with the Australian state of Victoria
in December 2023. The mRNA production facility currently under construction in Melbourne is also
based on our modular high-tech production units and is intended to support research and
development and the production of mRNA-based investigational medicinal products on a clinical
scale.
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Thanks to the acquisition of Biotheus, which was completed on January 31, 2025, we are now also
able to produce monocular antibodies ourselves. Biotheus has several production lines with which we
plan to produce the clinical requirements for our antibody candidate BNT327/PM8002 ourselves.
The development of the supply chains for our remaining monocular antibodies and for our antibody-
drug conjugation portfolio was also driven forward in 2024 and the first technology transfers to
external partners were initiated. Our global production capacities and our global COVID-19 vaccine
supply chain and production network give us the opportunity to provide people around the world with
quick and easy access to state-of-the-art medicines and therapies. In addition, the increasing
digitalization and automation of Company processes, supported by effective process management,
gives us the opportunity to achieve additional added value and efficiency gains.
Commercialization
Last year, we continued our transformation into a globally active, profitable, and fully integrated
biotechnology company. Following the transformation of the global COVID-19 market from a
pandemic to an endemic situation, Comirnaty revenues have stabilized at a low single-digit billion
figure. The financial resources generated in 2021, 2022, and 2023 have created a good starting
position for us to accelerate the expansion of our portfolio in the field of oncology and to open up
further therapeutic areas and sales markets. We are still on course to play a leading role in the rapidly
growing market for immunotherapies in the coming years.
With effect from July 1, 2024, the Supervisory Board appointed Annemarie Hanekamp as a new
member of the Management Board. In her role as Chief Commercial Officer, she brings broad
experience in sales, marketing, market access, and the development of patient-centric
commercialization strategies for innovative oncology products. She will drive the development of
commercial capacities and structures as preparation for product launches in readiness for the first
market introduction of cancer drugs. In addition to global commercialization functions, the
establishment of an oncology-specific function in the USA is being driven forward at full speed in
order to position ourselves in the essential sales and access channels in the American oncology
sector.
Team and corporate culture
Our employees are behind our great achievements of recent years. In addition, we have a
management team of renowned scientists, experienced entrepreneurs, and biotechnology investors
who support us.
Our corporate culture is rooted in three core values: Cohesion, passion, and innovation. These values
shape our actions and define us as a company. We believe that our values and culture have been key
to our success over the last decade and continue to drive our innovation and achievements in
developing new medicines for people. Our start-up culture, epitomized by “Project Lightspeed”, has
contributed to the rapid and successful development of the Pfizer-BioNTech COVID-19 vaccine. Our
Management Board and Supervisory Board recognize the importance of preserving this culture as a
guiding compass and providing mechanisms to realize, shape, and develop it in line with our business
strategy.
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BioNTech’s workforce grew by around 700 employees in 2024. We believe that our corporate culture
is a unifying force among our 6,946 employees from around the world, who come from a variety of
professional, cultural, and personal backgrounds.
We are dependent on highly qualified employees to continue our successful development. BioNTech
is recognized as one of the most desirable employers, especially in Germany, and regularly achieves
top positions in independent and highly respected employer rankings; examples from 2024:
#1 employer in Pharma & MedTech in Germany according to a survey of over 33,000 German
employees conducted by Stern magazine and the market research company Statista; #12 employer
among the top global companies for women according to Forbes magazine; #1 employer among
science students in Germany according to a survey by the renowned Human Resource Research
Institute Trendence in 2024.
In 2020, we established our “Culture Campus” to emphasize the importance of corporate culture at
BioNTech. To underline this priority, the head of our Culture Campus department reports directly to
our CEO Prof. Ugur Sahin, M.D. and CMO Prof. Özlem Türeci, M.D., who are also our co-founders. All
our “pioneers” are encouraged to actively support our corporate culture through initiatives such as
workshops run by our Culture Campus department. In 2024, the Culture Campus department focused
on promoting connection and cohesion within the organization. Our “Connect with Colleagues”
platform, which was launched in 2023, has grown to 50 groups uniting around 180 BioNTech
colleagues with shared interests and passions. Another focus of our cultural work in 2024 was to
support teams in reflecting on and improving their collaboration. At BioNTech, we believe that
corporate culture is the most important cornerstone of our daily work. This inspired us to expand the
content of our “Collaboration Corner” platform, which was set up in 2023. Based on the feedback we
received from our Culture Ambassadors, this support proved to be effective in helping teams discuss
common issues such as organizing hybrid work and interfacing with other teams. To offer our teams
even more support and facilitate interaction on important cultural topics, our Culture Campus has
launched “FACULTY”, a community of internal cultural mediators. Through FACULTY, our colleagues
can actively support our culturally relevant initiatives with facilitation skills, expertise in fostering
collaboration, and deep knowledge of BioNTech's culture. Our fifty FACULTY members are located in
Germany, the USA, China, Rwanda, and the United Kingdom. They include pioneers from various
departments such as HR, Engineering, Quality, R&D, Site Operation, and IT.
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5 Corporate governance declaration in
accordance with Section 315d in conjunction
with Section 289f HGB
5.1 Declaration on the Corporate Governance Code in accordance
with Section 161 AktG
The German Stock Corporation Act (AktG) requires the Management Board and Supervisory Board
of German companies that are listed on a stock exchange regulated and supervised by a state-
recognized body to issue an annual declaration either (i) stating that the recommendations of the
German Corporate Governance Code (“Code”) have been observed, or (ii) listing the
recommendations with which the Company has not complied and explaining the reasons for the
deviation from the Code’s recommendations (declaration of compliance). There is no obligation to
follow the recommendations or suggestions of the Code. A listed company in this sense is also
obliged to state in this annual declaration whether it intends to comply with the recommendations or
to list the recommendations that it does not intend to comply with in the future. The declaration must
be made publicly available online.
If the Company changes its policy in relation to certain recommendations between these annual
declarations, it must disclose this fact and explain the reasons for the deviation from the
recommendations. Non-compliance with the other suggestions included in the Code alongside the
recommendations does not have to be disclosed.
The
Management
Board
and
Supervisory
Board
have
engaged
extensively
with
the
recommendations of the Code and on February 27, 2025 adopted the following declaration of
compliance in accordance with Section 161(1) AktG, which is issued in accordance with the Code in
connection with the declaration on corporate governance pursuant to Section 315d in conjunction
with Section 289f HGB:
BioNTech SE has complied with all recommendations of the Code in the version dated April 28, 2022,
with the exception of the points listed below, and will continue to comply with them in the future.
– According to Section B.3 of the Code, the initial appointment of members of the Management
Board should be for a maximum period of three years. In deviation from this, Management Board
member Annemarie Hanekamp was appointed for a period of four years with effect from July 1,
2024. In view of Ms. Hanekamp’s many years of experience and individual qualifications, the
Company considers an initial appointment of four years to be necessary and appropriate. In
addition, the Supervisory Board considered the initial appointment for a period of four years to be in
the best interests of the Company in implementing long-term strategic corporate goals and
decisions, particularly in the commercial area.
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Declaration on the Corporate Governance Code in accordance with Section 161 AktG
63
– In accordance with point C.7 of the Code, it is recommended that more than half of the members of
the Supervisory Board should be independent of the Company and the Management Board. In this
sense, 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
could give rise to a material and not merely temporary conflict of interest. When assessing
independence, the length of membership of the Supervisory Board is also taken into account.
Despite the fact that two of the six members of the Supervisory Board have been on the
Supervisory Board for longer than the twelve years recommended by the Code, all members of the
Supervisory Board are considered independent. The Supervisory Board considers it beneficial 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 extensive expertise in the areas of finance, economics, science, and capital markets, which is
particularly important in view of the Company’s current steady global growth and transformation.
The length of membership of the two Supervisory Board members Mr. Helmut Jeggle and
Mr. Michael Motschmann does not conflict with their respective independence due to their long-
standing ties to the Company, their economic independence from the Company, and the absence
of other matters that could give rise to potential conflicts of interest (see Section C.8 of the Code).
5.2 Composition and working methods of the Management Board,
Supervisory Board, and committees
We are a European company with limited liability (Societas Europaea or SE), which has its registered
office in Germany. We have opted for a two-tier structure for the SE. Our corporate bodies are
therefore the Management Board, the Supervisory Board, and the Annual General Meeting. The
Management Board and Supervisory Board are completely separate and no member of the
Management Board can be a member of the Supervisory Board at the same time.
Our Management Board manages the day-to-day business of the Company on its own responsibility
in accordance with applicable legislation, the Articles of Association, and the rules of procedure
adopted by the Supervisory Board and represents us in transactions with third parties.
The main task of the Supervisory Board is to monitor the Management Board. The Supervisory Board
is also responsible for appointing and dismissing members of the Management Board, representing
us in transactions with a current or former member of the Management Board, and granting approval
for important matters.
Our Management Board and Supervisory Board manage their own areas of responsibility (separation
of powers) and are solely responsible for them; neither body may therefore make decisions that fall
within the remit of the other body under applicable legislation, the Articles of Association, or the rules
of procedure. The members of both bodies are obliged to demonstrate loyalty and due diligence. In
performing their duties, they are obliged to observe the duty of care of a prudent and conscientious
businessman. If they fail to comply with the relevant duties of care, they may be held liable to us.
In fulfilling their duties, the members of both boards must take into account a broad range of
considerations in their decisions, including the interests of shareholders, employees, creditors, and –
to a limited extent – the public, while safeguarding the rights of our shareholders to equal treatment. In
addition, the Management Board is responsible for implementing an appropriate and effective internal
control system and risk management system.
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64
Our Supervisory Board has extensive monitoring duties. To ensure that the Supervisory Board can
perform these functions properly, our Management Board must regularly report to our Supervisory
Board on current business activities and future business planning (including financial, investment, and
personnel planning), among other things. In addition, our Supervisory Board or one of its members is
entitled to request special reports from the Management Board at any time on all matters relating to
the Company, our legal and business relationships with affiliated companies, and all business
transactions and matters at these affiliated companies that could have a significant impact on our
position.
Under German law, our shareholders generally have no direct right of recourse against the members
of our Management Board or the members of our Supervisory Board if they have breached their duty
of loyalty and diligence towards us. Apart from cases in which we are unable to fulfill our obligations to
third parties, unlawful conduct towards board members, or other special circumstances, only we have
the right to assert claims for damages against the members of our two boards.
We can only waive or settle these claims for damages if at least three years have passed since a claim
arose in connection with a breach of obligation and if our shareholders approve the waiver or
settlement at a shareholders’ meeting by a simple majority of the votes cast, provided that no
shareholders holding a total of one tenth or more of our share capital object to the waiver or
settlement and have their objection formally entered in the minutes of the meeting.
5.2.1 Supervisory Board
Under German law, the Supervisory Board must consist of at least three members, although a
company’s articles of association may stipulate a higher number. The Supervisory Board consists of
six members as of December 31, 2024. As BioNTech is not subject to co-determination, the members
of the Supervisory Board are elected by the Annual General Meeting in accordance with the
provisions of the SE Regulation and the German Stock Corporation Act.
The following table contains the names and functions of the current members of the Supervisory
Board, their age as of December 31, 2024, their term of office (which expires on the day of the Annual
General Meeting of the relevant year), their main occupation, and other relevant Supervisory Board
appointments outside BioNTech:
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65
Name (function)
Age
Term expires
Principal occupation (other relevant mandates)
Helmut Jeggle (Chair of the
Supervisory Board)
54
2026
Managing partner and entrepreneurial venture capital
investor of Salvia GmbH (Supervisory Board member of
4SC AG, AiCuris AG and Tonies SE, Board Director at
Bambusa Therapeutics Inc.)
Ulrich Wandschneider, Ph.D.
(Deputy Chair of the
Supervisory Board)
63
2027
Managing director of beebusy capital GmbH and
independent consultant to companies in the lifescience
and healthcare sector (Supervisory Board Member at
Marienhaus GmbH)
Baroness Nicola Blackwood
45
2027
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, Independent NED on the RTW Biotech
Opportunities Ltd.)
Prof. Anja Morawietz, Ph.D.
47
2026
Certified Public Accountant and Management
Consultant, Professor of External Accounting and
General Business Administration at the Nuremberg
University of Applied Sciences Georg Simon Ohm
Michael Motschmann
67
2027
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)
Prof. Rudolf Staudigl, Ph.D.
70
2026
Independent consultant (member of the Supervisory
Board of TÜV Süd Aktiengesellschaft until 3 July 2024,
member of the Supervisory Board of Groz-Beckert KG
(Deputy Chair))
The business address of the members of the Supervisory Board is the same as the business address
of BioNTech: An der Goldgrube 12, D-55131 Mainz, Germany.
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The skills profile of the Supervisory Board members as of December 31, 2024, is as follows:
Qualification/name
(function)
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.
(Biotech) industry
experience
x
x
x
x
x
(Biotech) industry
sales and marketing
x
x
x
Management
x
x
x
x
Innovation, research
and development
x
x
x
Accounting, auditing
and controlling
(including sustainability
reporting)
x
x
x
x
x
Compliance, internal
controls and
risk management
x
x
x
x
Human resources
x
x
x
Digitalization
x
x
x
x
International
experience / relevant
markets
x
x
x
x
x
x
CSR / sustainability
x
x
x
Elected to the
Supervisory Board of
the Company for the
first time
2008
2018
2023
2022
2008
2022
End of term
2026
2027
2027
2026
2027
2026
Independence
x
x
x
x
x
x
Year of birth
1970
1961
1979
1977
1957
1954
Gender
m
m
f
f
m
m
German law does not require the majority of Supervisory Board members to be independent, and
neither the Articles of Association nor the rules of procedure of the Supervisory Board stipulate
otherwise. In the opinion of the Supervisory Board, an appropriate number of shareholder
representatives on the Supervisory Board (i.e. the entire 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, notwithstanding the fact that they have been members
of the Supervisory Board for a period of more than 15 years. As stated in the Declaration of Conformity
pursuant to Section 161 (1) AktG published by the Company on February 27, 2025, which is issued in
accordance with the Code in connection with the declaration on corporate governance pursuant to
Section 315d in conjunction with Section 289f HGB, the length of service of the two appointed
Supervisory Board members does not prevent their independence. The rules of procedure of our
Supervisory Board stipulate that the Supervisory Board should include an independent member with
expertise in the areas of accounting, internal control processes, and auditing. Ulrich Wandschneider,
Anja Morawietz, Michael Motschmann, and Rudolf Staudigl fulfill this role.
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Under European law, a member of the Supervisory Board of an SE may be elected for a maximum
term specified in the Articles of Association, which must not exceed six years. Re-election, including
repeated re-election, is permissible. The Annual General Meeting may set a shorter term of office than
normal for individual members or all members of the Supervisory Board and, subject to legal
restrictions, set different start and end dates for the term of office of the members of the Supervisory
Board. Our Articles of Association provide for a term of office of around five years, depending on the
date of the Annual General Meeting of Shareholders in the year in which the term of office of the
member in question expires.
The Annual General Meeting may elect one or more substitute members at the same time as electing
the members of the Supervisory Board. The substitute members replace members who leave the
Supervisory Board and take their place for the remainder of the respective term of office. At present,
no substitute members have been elected or proposed for election.
Members of our Supervisory Board may be dismissed at any time during their term of office by a
resolution of the Annual General Meeting passed with at least a simple majority of the votes cast. In
addition, any member of our Supervisory Board may resign from office at any time with one month’s
notice to the Management Board – or with immediate effect if there is good cause to do so.
Our Supervisory Board elects a Chair and a Deputy Chair from among its members. The Deputy Chair
exercises the rights and duties of the Chair if the Chair is unable to do so. The members of the
Supervisory Board elected Helmut Jeggle as Chair and Ulrich Wandschneider as Deputy Chair, each
for the duration of their membership of the Supervisory Board.
The Supervisory Board meets at least twice per calendar half-year. Our Articles of Association
stipulate that the Supervisory Board is quorate if at least three of its members take part in a vote.
Members of the Supervisory Board are deemed to be present if they participate in the meeting by
telephone or other (electronic) means of communication (including video conferencing) or if their
written vote is cast by another member. In addition, the Articles of Association allow resolutions to be
passed by telephone or other (electronic) means of communication (including video conferencing).
The resolutions of our Supervisory Board are passed by a simple majority of the votes cast, unless
otherwise stipulated by law, the Articles of Association, or the rules of procedure of our Supervisory
Board. In the event of a tie, the Chair of the Supervisory Board has the casting vote. Our Supervisory
Board may not make management decisions, but has determined in accordance with European and
German law and in addition to its statutory responsibilities that certain matters require its prior
approval, including:
– entering into certain large transactions;
– establishment or holding of equity investments in companies (with the exception of wholly owned
subsidiaries) or the sale of shares in companies (with the exception of the sale of JPT Peptide
Technologies GmbH);
– issue of shares from authorized capital, unless the shares are issued as part of a redemption of
stock appreciation rights;
– acquisition of treasury shares for a consideration.
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The remuneration of the members of the Supervisory Board is described in the compensation report,
which is prepared for the year ended December 31, 2024, in accordance with the provisions of
Section 162 AktG and published on the website.
Each member of the Supervisory Board must disclose conflicts of interest to the Supervisory Board,
in particular those that may arise as a result of a consultancy or board function with customers,
suppliers, lenders, or other third parties. Significant, not merely temporary conflicts of interest in the
person of a member of the Supervisory Board should result in that member resigning from office. Our
Supervisory Board also takes appropriate measures to limit, prevent or resolve conflicts of interest in
accordance with the applicable legal provisions and the Company’s Conflicts of Interest Policy.
For the year ended December 31, 2024, our Supervisory Board conducted a self-assessment 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 areas, and its relationship
with the Management Board. The results of the self-assessment were evaluated and will be
presented to the Supervisory Board as the basis for a discussion of current challenges and
suggestions for improvement. According to the evaluation of the self-assessment to date, the
Supervisory Board, its committees, and the Management Board continue to work professionally and
cooperatively. No fundamental need for change was identified.
Working methods of the Supervisory Board
Decisions are generally made by our entire Supervisory Board, but decisions on certain matters may
be delegated to committees of our Supervisory Board to the extent permitted by law. The Chair, or if
he is unable to attend, the Deputy Chair, chairs the meetings of the Supervisory Board and determines
the order in which the items on the agenda are dealt with, the type and order of voting, and any
postponement of the discussion and passing of resolutions on individual items on the agenda after
appropriate consideration of the circumstances. Our Supervisory Board may designate other types of
measures as requiring approval.
In addition, each member of the Supervisory Board is obliged to fulfill their duties and responsibilities
personally, and these duties and responsibilities cannot be delegated to third parties generally and
permanently. However, the Supervisory Board and its committees have the right to appoint
independent experts to review and analyze certain matters as part of its control and monitoring duties
under applicable European and German law. We would cover the costs of such independent experts
commissioned by the Supervisory Board or one of its committees.
In accordance with Section 107(3) AktG, the Supervisory Board can form committees from among its
members and entrust them with certain tasks. The tasks, powers, and procedures of the committees
are determined by the Supervisory Board. To the extent permitted by law, important powers of the
Supervisory Board may also be transferred to committees.
The Supervisory Board has established by resolution an Audit Committee, a Compensation,
Nominating, and Corporate Governance Committee, a Capital Markets Committee, and a Product
Committee. The table below lists the committee members appointed for the year ended December 31,
2024.
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Name of the 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, and
Michael Motschmann
Capital Markets Committee
Helmut Jeggle (Chair), Prof. Anja Morawietz, Ph.D., and Michael
Motschmann
Product Committee
Ulrich Wandschneider, Ph.D. (Chair), Baroness Nicola Blackwood and
Helmut Jeggle
Audit Committee
During the year ended December 31, 2024, our Audit Committee consisted of Anja Morawietz (Chair),
Rudolf Staudigl, and Ulrich Wandschneider. The Audit Committee supports the Supervisory Board in
monitoring the accuracy and integrity of the financial statements, the accounting and financial
reporting processes and audits, the effective functioning of the internal control system, the risk
management system, compliance with legal and regulatory requirements, the qualification and
independence of the independent auditor, the performance of the independent auditor, and the
effective functioning of the Internal Audit department and, subject to certain restrictions, makes and
implements corresponding decisions on behalf of the Supervisory Board. The duties and
responsibilities of the Audit Committee in fulfilling its purpose include, but are not limited to
– Monitoring of the Company’s accounting, sustainability reporting, financial reporting processes,
sustainability reporting processes, and the audit of the annual financial statements, consolidated
financial statements, the (Group) management reports, and the sustainability report and of the
effectiveness of the internal control system;
– Monitoring of the effectiveness of the risk management system and the internal audit system;
– Monitoring of the independent audit of the financial statements, in particular the selection and
independence of the auditor, the quality of the audit, and the additional services provided by the
auditor;
– Submission of a recommendation by the Audit Committee to the Supervisory Board regarding the
proposal for the appointment of the auditor;
– Assignment of the audit mandate, remuneration, retention, and supervision of the independent
auditor;
– Assessment of the qualification, independence, and quality of the independent auditor's
performance;
– Review and pre-approval of the audit and non-audit services to be provided by the independent
auditor;
– Review and discussion with the independent auditor and the Management Board of the annual
audit plan and overall audit strategy, the responsibilities of the independent auditor, and the
responsibilities of management in the audit process, and review of applicable critical accounting
policies and practices;
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– Review of alternative treatments of financial information discussed by the independent auditor and
the Management Board, the impact of using such alternative disclosures and treatments, and the
treatment preferred by the independent auditor;
– Review and discussion of the adequacy and effectiveness of internal accounting controls and
critical accounting policies with the independent auditor and management;
– Review and discussion of the results of the annual audit with the independent auditor and
management;
– Discussion and review of the sustainability report;
– Monitoring of the effectiveness of the compliance management system;
– Review, approval, and ongoing monitoring of all related party transactions as defined by SEC
regulations or German law and ongoing review and monitoring of potential conflicts of interest in
relation to compliance with policies and procedures;
– Monitoring of the procedures for the receipt, retention, and handling of complaints received in
relation to accounting, internal accounting controls, auditing, or other compliance matters.
Within the limits of applicable European and German law, the Audit Committee has the resources and
authority appropriate to fulfill its duties and responsibilities, including the authority to select, retain,
terminate, and approve fees and other engagement terms for special or independent consultants,
auditors, or other experts and advisors as it deems necessary or appropriate to fulfill its duties and
responsibilities, without seeking approval from the Management Board or Supervisory Board.
In addition, all members have the specialist knowledge and experience in the field of accounting
required by the German Corporate Governance Code and expertise in the field of auditing. This
includes, in particular, knowledge and experience of the application of accounting principles and
internal control and risk management systems, and specialist knowledge and experience of auditing.
Ulrich Wandschneider and Anja Morawietz also have knowledge of sustainability reporting and its
auditing.
Compensation, Nominating, and Corporate Governance Committee
During the year ended December 31, 2024, our Compensation, Nominating, and Corporate
Governance Committee consisted of Rudolf Staudigl (Chair), Nicola Blackwood, and Michael
Motschmann. The Compensation, Nominating, and Corporate Governance Committee has the
following tasks and responsibilities, among others, in fulfilling its mandate:
– Preparation and discussion of guidelines in connection with the remuneration of the members of
the Management Board;
– Review and monitoring of the Company’s targets and objectives for the remuneration of the
members of the Management Board, including assessing the performance of the members of the
Management Board with regard to these targets, and submission of proposals to the Supervisory
Board on remuneration based on these assessments;
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Composition and working methods of the Management Board, Supervisory Board, and committees
71
– Review
of
all
share-based
remuneration
plans
and
agreements
and
submission
of
recommendations to the Supervisory Board regarding such plans;
– Support in identifying and recruiting candidates to fill positions on the Management Board and
Supervisory Board;
– Consideration of all corporate governance issues and development of suitable recommendations
for the Supervisory Board;
– Monitoring of the evaluation of the Supervisory Board and reporting on its performance and
effectiveness.
Capital Markets Committee
During the year ended December 31, 2024, our Capital Markets Committee consisted of Helmut
Jeggle (Chair), Anja Morawietz, and Michael Motschmann. The Capital Markets Committee advises
the Supervisory Board and makes recommendations on issues relating to capital measures and
takeover, merger, and acquisition activities. Responsibilities include the following tasks:
– Monitoring of the Company’s activities in relation to capital structure and capital procurement,
including the preparation and implementation of IPOs and share issues;
– Monitoring of the Company’s activities in connection with takeovers, mergers, and acquisitions.
Product Committee
During the year ended December 31, 2024, our Product Committee consisted of Ulrich
Wandschneider (Chair), Nicola Blackwood, and Helmut Jeggle. The Product Committee advises the
Supervisory Board on our strategy and investments in research and development programs and on
the preparation of product launches and makes corresponding recommendations. Responsibilities
include the following tasks:
– Advice on strategy, execution, and communication in relation to relevant market launch efforts;
– Overseeing of activities related to a) product development, b) market launch plans, and
c) their implementation;
– Advice on the market potential of products in clinical development.
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Composition and working methods of the Management Board, Supervisory Board, and committees
72
5.2.2 Management Board
Our Management Board consists of at least two members. Our Supervisory Board determines the
exact number of members of the Management Board. In accordance with the Articles of Association,
the Supervisory Board may also appoint a Chair or a Spokesman of the Management Board.
Ugur Sahin was appointed Chair of the Management Board.
Name
Age
Term expires
Position (main responsibilities)
Prof. Ugur Sahin, M.D.
59
2026
Chair of the Management Board (Chief Executive Officer)
(Research and Development, Scientific Collaborations, Patent
Applications, Quality Assurance, and Project Management)
Annemarie Hanekamp(1)
44
2028
Chief Commercial Officer (Marketing and Sales)
Jens Holstein(3)
61
2025
Chief Financial Officer (Finance, Human Resources, Risk
Management, and Purchasing)
Sean Marett(2)
60
2024
Chief Business Officer and Chief Commercial Officer (Marketing
and Sales)
Sierk Poetting, Ph.D.
52
2026
Chief Operating Officer (Production, IT, Laboratories and
Infrastructure, Sustainability, and Internal Communication)
Ryan Richardson
45
2026
Chief Strategy Officer (Corporate Strategy, Capital Market
Responsibility, and Investor Relations)
James Ryan, Ph.D.
49
2027
Chief Legal Officer and Chief Business Officer (Legal, Business
Development, Alliance Management, and Intellectual Property)
Prof. Özlem Türeci, M.D.
57
2025
Chief Medical Officer (Clinical Development, Regulatory, and
Medical Affairs)
(1) Annemarie Hanekamp was appointed to the Management Board as Chief Commercial Officer with effect from July 1, 2024.
(2) Sean Marett was a member of the Management Board until June 30, 2024.
(3) Jens Holstein, our Chief Financial Officer, plans to retire at the end of his term. A successor will be announced in due course.
The members of our Management Board are appointed by the Supervisory Board for a term of office
of up to five years. At the end of their term of office, they have the right to reappointment or extension,
including repeated reappointment and extension, in each case for up to a further five years. Under
certain circumstances, such as a serious breach of duty or a vote of no confidence by shareholders at
an Annual General Meeting, a member of the Management Board may be dismissed by our
Supervisory Board before the end of their term of office.
The members of our Management Board manage the day-to-day business in accordance with
applicable legislation, the Articles of Association, and the rules of procedure for the Management
Board adopted by the Supervisory Board. They are generally responsible for the management of the
Company and for handling day-to-day business relationships with third parties, the internal
organization of the business, and communication with 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, agreements, or contractual arrangements between themselves and the
Company, and a member of our Management Board may be liable to us if they have a material interest
in a contractual arrangement between us and a third party that is not disclosed to and approved by
our Supervisory Board.
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Composition and working methods of the Management Board, Supervisory Board, and committees
73
The rules of procedure for our Management Board stipulate that certain matters require a resolution
by the full Management Board, in addition to those transactions for which a resolution by the full
Management Board is required by law or the Articles of Association. In particular, the full Management
Board decides on:
– the budget for the following year, which must be submitted to the Supervisory Board by the
Management Board by December 20 of each year;
– reporting to the Supervisory Board;
– all measures and transactions that require the approval of the Supervisory Board;
– all measures and transactions relating to a business area that is of extraordinary importance or
involves an extraordinary economic risk;
– the inclusion of new or the discontinuation of existing business areas;
– the acquisition or sale of equity investments or portfolios;
– certain large transactions.
The remuneration of the members of the Management Board is described in the compensation
report, which is prepared for the year ended December 31, 2024, in accordance with the requirements
of Section 162 AktG and published on the website.
5.3 Objectives for the composition of the Management Board in
accordance with Section 76(4) AktG and the Supervisory Board in
accordance with Section 111(5) AktG, and diversity concept
Our social aspirations in our core business are complemented by good corporate governance. In this
context, the composition of the Management Board and Supervisory Board and 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 Supervisory
Board, we take diversity and the appropriate participation of women into account in the composition
of both bodies. We also consider the balance of the age structure in order to ensure long-term
succession planning and have set the maximum age for members of the Management Board at 70
and for members of the Supervisory Board at 80. The Management Board and Supervisory Board are
of the opinion that the current composition takes full account of the objectives defined for the
composition of these bodies.
On March 8, 2023, the Supervisory Board set the target for the proportion of women on the
Management Board at 25% and on the Supervisory Board at 25% in accordance with Section 111(5)
AktG. The deadline for achieving this target was set at December 31, 2025. The Supervisory Board
has also drawn up a profile of skills and expertise for the entire Board. The competence profile takes
into account the following areas, among others: general (biotech) industry experience, experience in
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, and CSR/sustainability.
When appointing members to the Supervisory Board as a whole, the Supervisory Board always
endeavors to complete this competence profile.
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Composition and working methods of the Management Board, Supervisory Board, and committees
74
Özlem Türeci holds the position of Chief Medical Officer on our Management Board, which was
expanded to include Annemarie Hanekamp as Chief Commercial Officer on July 1, 2024 and currently
consists of seven members. This increases the current proportion of women on the Management
Board to 28%, meaning that the target of 25% was achieved for the first time in the year ended
December 31, 2024.
Nicola Blackwood and Anja Morawietz are members of our Supervisory Board, which currently
consists of six members. The current proportion of women on the Supervisory Board is therefore
33%, meaning that the target of 25% was achieved in both the year ended December 31, 2024, and
the year ended December 31, 2023.
In accordance with Section 76(4) AktG, the Management Board also agreed the target number of
women in management positions on March 8, 2023. The proportion of women in the top management
level below the Management Board and the second management level below the Management Board
should be at least 30% in each case. The deadline by which this target is to be achieved at both
management levels has been set at December 31, 2025.
As of December 31, 2024, a total of 34% (previous year: 37%) of the members of the top management
level below the BioNTech Management Board are women. At the second management level below
the Management Board, 47% (previous year: 46%) of positions at BioNTech are held by women as of
December 31, 2024. The targets were therefore achieved in both the year ended December 31, 2024
and 2023.
5.4 Integrity and ethics
Compliance & Business Ethics
BioNTech has implemented a comprehensive compliance management system consisting of the
three common compliance program elements: Prevent - Detect - Respond.
Prevent
Guidelines and processes: All employees are actively informed about relevant policies and guidelines.
Clearly defined processes prevent business decisions that are not in line with regulations or the
Company’s values.
Training and communication: BioNTech’s guidelines and directives are made clear through regular,
target group-oriented training and practical supplementary material. The training concept includes
both face-to-face and online training sessions and interactive e-learning.
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 promptly.
Integrated controls: BioNTech’s compliance program includes controls that are integrated into the
relevant business processes.
Speak-Up program: The contact point for protection of ethics allows for anonymous reporting of
potential misconduct of any kind. Reports can be made online or in person.
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Objectives for the composition of the Management Board in accordance with Section 76(4) AktG and the
Supervisory Board in accordance with Section 111(5) AktG, and diversity concept
75
Respond
Internal investigations: As soon as a report of possible misconduct is received, it is systematically
reviewed to determine whether further investigation is necessary. All investigations are subject to a
process that ensures a professional, objective, and confidential approach.
Disciplinary and optimization measures: Based on the results of investigations, audits, and risk
assessments, the Compliance & Business Ethics department makes recommendations for
disciplinary and optimization measures. Disciplinary measures relate to individual responsibilities,
while optimization measures are aimed at improving structural and procedural aspects.
Continuous feedback: The Compliance & Business Ethics department systematically collects
feedback from the Company in order to adapt the compliance program to the Company’s
requirements.
Digital platform for regulatory compliance
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
and guidelines, training, and monitoring activities. Using various modules, the BxP Hub records
interactions relating to various compliance topics, such as transfer of value with HCPs, invitations to
business dinners, business gifts, potential conflicts of interest, and any violations or concerns
reported through BioNTech’s reporting channels.
Progress in 2024
In 2024, the compliance management system was further optimized and significant progress was
made in areas such as governance structure, team size, specialization, and content.
General progress
The Compliance and Business Ethics department now reports directly to the CEO. The department
structure was adapted to the needs of the evolving organization and the expertise within the
department was further expanded. The department is now divided into five different specialist areas,
each led by experienced compliance experts. In 2024 alone, the department was expanded by six
additional full-time employees. In order to better support the various business functions, each
department has been assigned a compliance business partner who acts as the first point of contact
for the respective department. This approach helps to facilitate smooth integration of compliance
practices at the various locations and in our business activities.
Policy Governance
BioNTech’s Global Policy Governance Framework sets out the centralized process for the
development, approval, and implementation of our global and local corporate policies and guidelines.
In 2024, we introduced a total of 19 new or revised policies and guidelines. By the end of the year, our
compliance program comprised a total of 13 policies and guidelines.
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Integrity and ethics
76
Code of Ethics & Business Integrity
In 2024, the Code of Conduct was revised to take account of BioNTech’s development and
expansion in various countries. The Code of Conduct illustrates our commitment to ethical and
responsible business practices and emphasizes the importance of transparency, integrity, and
compliance with legal and regulatory requirements. It also underlines our commitment to promoting
diversity, inclusion, and sustainability in all aspects of our business. The Code serves as a guiding
principle for all our employees, including the Management Board, Supervisory Board, and managing
directors, and ensures that BioNTech's values and mission are upheld in all our business activities. If
an employee violates the Code of Conduct, this can result in a range of disciplinary consequences, up
to and including termination of employment.
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Integrity and ethics
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6 Compensation Report
The compensation report for the year ended December 31, 2024, is prepared in accordance with the
requirements of Section 162 AktG and published on the website at www.biontech.de.
7 Non-Financial Report
Since our foundation, we have focused on our vision and mission on improving the health of people
worldwide. To this end, we utilize the full potential of the immune system to develop drugs for
diseases with high or unmet medical needs.
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): ensuring healthy lives and promoting well-being at all ages. Sub-goals 3.3
(Infectious diseases) and 3.b (Medicine and vaccines) are of particular importance to us. This is in line
with our central commitment to global social responsibility. At the heart of our business practices is
the goal of ensuring that people around the world benefit from our research and innovations. As part
of these efforts, we continue to focus on urgent medical needs and on fair and equitable access to
new medicines.
Climate Strategy
We see climate protection as a core component of our sustainability commitment. If humanity does
not succeed in limiting global warming to 1.5°C compared to pre-industrial levels, serious
consequences for people and nature around the world are to be expected. We therefore support the
global agreement on climate change (“Paris Climate Agreement”), which was adopted at the 21st UN
Climate Change Conference (“COP 21”) at the end of 2015 and the UN’s 13th Sustainable
Development Goal (SDG 13) of taking immediate action to combat the climate crisis and its effects.
BioNTech is addressing the climate crisis by working to minimize the impact of our operations and
reduce greenhouse gas (GHG) emissions in operations and throughout the value chain. Based on the
requirements of the Science Based Targets Initiative (SBTi), BioNTech set binding emission reduction
targets in 2022. An absolute reduction of 42% by 2030 (target value: 1.9 kt CO2e) compared to the
base year of 2021 (3.2 kt CO2e) was set for BioNTech's Scope 1 & 2 greenhouse gas emissions. 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 is
committed to ensuring that 72% of its suppliers by emissions, which includes purchased goods and
services, capital goods and upstream transportation and distribution, will have set science-based
SBTi targets by 2027. The Company's near-term and science-based emissions reduction targets for
Scope 1, 2 and 3 were validated by the Science-Based Targets Initiative in 2024. This validation
underlines that BioNTech’s Scope 1 and 2 climate targets are ambitious and in line with the United
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Climate Strategy
78
Nations Paris Agreement, which aims to limit global warming to 1.5 degrees Celsius above pre-
industrial levels.
To achieve these climate targets, BioNTech 2023 has started to integrate greenhouse gas emission
reduction targets into growth and investment planning, supply chain management, and ongoing
operations. In September 2022, the “Energy & Sustainability Projects (ESP)” department was created
under the umbrella of the BioNTech Site Service Unit BSS and is responsible, among other things, for
the operational implementation of the decarbonization targets in Scope 1 and 2. In 2024, we increased
the internal responsibilities of our environmental departments in order to promote cooperation and
improve internal processes such as monitoring and reporting of our sites’ energy data. These are now
even more closely linked to the responsibilities of our Energy Management Team within the Safety,
Health, & Environment (SHE) department. As part of these efforts, the ESP team was renamed the
“Decarbonization Strategy & Implementation (DSI)” team.
In 2023, the BioNTech Management Board also approved a multi-year framework budget to provide
the DSI department with additional financial scope for decarbonization measures. The budget is used
for targeted modernization measures as part of the decarbonization roadmap. As an agile instrument,
it supplements the decarbonization measures planned and budgeted for in projects for property
conversions. For new buildings, the topic of CO2 emissions has been included in the budget process in
order to achieve sustainability targets and comply with sustainability requirements; since 2024, for
example, the expected CO2 change must be specified in applications for construction costs. At the
same time, we have continued our efforts to reduce Scope 3 emissions in our supply chain in order to
achieve our Supplier Engagement Target. To this end, dialog with our most important suppliers was
initiated in 2023 and continued in 2024. This is used to agree memoranda of understanding, which set
out the intention of these suppliers to establish science-based emission reduction targets in
accordance with the SBTi. Since 2023, our Code of Conduct for Suppliers has also included climate
protection requirements.
Human Rights Obligations
Driven by the Guiding Principles on Business and Human Rights (UN Guiding Principles) adopted by
the United Nations in 2011, many national action plans (NAPs) for corporate human rights due
diligence have been developed around the world. The German Federal Government adopted the
German NAP in 2016. This was followed by the German Act on Corporate Due Diligence to Prevent
Human Rights Violations in Supply Chains (Lieferkettensorgfaltspflichtengesetz, LkSG), which came
into force on January 1, 2023. BioNTech monitors the dynamic regulatory developments in human
rights issues in all countries in which the Company and its strategic suppliers operate.
Based on the Universal Declaration of Human Rights and the fundamental principles of the
International Labor Organization (ILO), BioNTech committed itself to basic human rights values for
the first time in 2016 and has also been a signatory to the UN Global Compact and its ten principles
since 2020. Furthermore, commitments to uphold human rights as outlined in the Universal
Declaration of Human Rights, the fundamental principles of the ILO, the United Nations Guiding
Principles on Business and Human Rights (UNGP), and the ten principles of the UN Global Compact
are included in corporate guidelines such as the Code of Business Ethics & Integrity and the
BioNTech Declaration of Human Rights. Since 2023, we have carried out a comprehensive human
rights risk analysis every year, covering our own operations and those of direct suppliers. The analysis
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Human Rights Obligations
79
is the basis for defining the relevant human rights issues. As part of this process, BioNTech takes
appropriate preventive measures to counter the risks identified.
On January 1, 2023, our Management Board appointed a Human Rights Officer in accordance with
the LkSG. Responsibility for human rights management was transferred to the Human Rights Officer.
This function is responsible for all subsidiaries of the BioNTech Group and reports directly to the Chief
Operating Officer (COO), who is the member of the Management Board responsible for human rights
issues. The appointment of the Human Rights Officer does not exempt the Management Board from
its supervisory and monitoring responsibility for compliance with 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 Declaration of Principles on Respect for Human Rights 2024.
ESG Ratings
In 2024, BioNTech once again maintained its “Prime” status from the rating agency Institutional
Shareholder Services, ISS ESG (Environmental, Social, Governance) and remained in the benchmark
“Top 10%” of all rated companies in the pharmaceutical and biotechnology sector. In addition,
BioNTech improved its overall rating from B- to B in the Corporate Rating 2024 on a scale from D-
(lowest rating) to A+ (highest rating). ISS expanded its Quality Score in 2024 to include the two
categories “Social” and “Environment”, in which BioNTech is currently rated 1 and 2 respectively.
These values indicate the transparency of a company with a focus on social and environmental issues
on a scale of 1 (high transparency) to 10 (low transparency). In addition, BioNTech achieved a 4 in the
“Governance” category of the ISS Quality Score on a risk scale of 1 (low risk) to 10 (high risk).6
In the S&P Corporate Sustainability Assessment (S&P CSA), BioNTech received 52 out of a possible
100 points in the 2024 assessment. BioNTech has been actively involved in the comprehensive S&P
CSA rating process since 2022 and is listed as a participating company. The Company was able to
improve its result significantly for the third time in a row (2023: 45/100 points; 2022: 32/100 points).
In October 2024, BioNTech was given an ESG risk rating of 25.9 (2023: 24.1) and was assessed by
Sustainalytics as having a medium risk of experiencing material financial impacts from ESG factors.
This corresponds to a risk on the third of five risk levels (negligible, low, medium, high, and severe).
The rating measures the extent to which the economic value of a company is at risk due to ESG
factors. Sustainalytics uses absolute risk categories and quantitative scores from 0 to 40+ to enable a
comparable assessment for all companies and sectors evaluated.
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Human Rights Obligations
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(6) As of: December 9, 2024.
8 Events After The Reporting Period
A detailed description of the supplementary report can be found in the notes to the consolidated
financial statements and the annual financial statements of BioNTech SE.
Mainz, March 7, 2025
BioNTech SE
Prof. Dr. med. Ugur Sahin
Chief Executive Officer
Jens Holstein
Chief Financial Officer
Annemarie Hanekamp
Chief Commercial Officer
Dr. Sierk Poetting
Chief Operating Officer
Ryan Richardson
Chief Strategy Officer
Dr. James Ryan
Chief Legal Officer und
Chief Business Officer
Prof. Dr. med. Özlem Türeci
Chief Medical Officer
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Events After The Reporting Period
81
Consolidated Statements of Profit or Loss
83
Consolidated Statements of Comprehensive Income
84
Consolidated Statements of Financial Position
85
Consolidated Statements of Changes in
Stockholders’ Equity
86
Consolidated Statements of Cash Flows
87
Notes to the Consolidated Financial Statements
88
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3 GROUP REPORT
Consolidated Statements of Profit or Loss
Years ended
December 31,
(in millions €, except per share data)
Note
2024
2023
2022
Revenues
6
2,751.1
3,819.0
17,310.6
Cost of sales
7.1
(541.3)
(599.8)
(2,995.0)
Research and development expenses
7.1
(2,254.2)
(1,783.1)
(1,537.0)
Sales and marketing expenses
7.1
(67.9)
(62.7)
(59.5)
General and administrative expenses (1)
7.1
(531.1)
(495.0)
(481.7)
Other operating expenses (1)
7.2
(811.5)
(293.0)
(410.0)
Other operating income
7.2
140.6
105.0
815.3
Operating profit / (loss)
(1,314.3)
690.4
12,642.7
Finance income
7.3
664.0
519.6
330.3
Finance expenses
7.3
(27.4)
(23.9)
(18.9)
Profit / (Loss) before tax
(677.7)
1,186.1
12,954.1
Income taxes
8
12.4
(255.8)
(3,519.7)
Net profit / (loss)
(665.3)
930.3
9,434.4
Earnings / (Loss) per share
Basic earnings / (loss) per share
9
(2.77)
3.87
38.78
Diluted earnings / (loss) per share
9
(2.77)
3.83
37.77
(1) Adjustments to the year 2022 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.
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Consolidated Statements of Profit or Loss
83
Consolidated Statements of Comprehensive
Income
Years ended
December 31,
(in millions €)
Note
2024
2023
2022
Net profit / (loss)
(665.3)
930.3
9,434.4
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
43.5
(19.8)
11.2
Net other comprehensive income / (loss) that may be
reclassified to profit or loss in subsequent periods
43.5
(19.8)
11.2
Other comprehensive loss that will not be reclassified to
profit or loss in subsequent periods, net of tax
Net gain / (loss) on equity instruments designated at fair
value through other comprehensive income
12
(146.6)
3.7
10.5
Remeasurement gain / (loss) on defined benefit plans
—
0.3
0.6
Net other comprehensive income / (loss) that will not be
reclassified to profit or loss in subsequent periods
(146.6)
4.0
11.1
Other comprehensive income / (loss), net of tax
(103.1)
(15.8)
22.3
Comprehensive income / (loss), net of tax
(768.4)
914.5
9,456.7
The accompanying notes form an integral part of these consolidated financial statements.
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Consolidated Statements of Comprehensive Income
84
Consolidated Statements of Financial Position
Non-current assets
Goodwill
10
380.6
362.5
Other intangible assets
10
790.4
804.1
Property, plant and equipment
11
935.3
757.2
Right-of-use assets
20
248.1
214.4
Contract assets
6
9.8
—
Other financial assets
12
1,254.0
1,176.1
Other non-financial assets
14
26.3
83.4
Deferred tax assets
8
81.7
81.3
Total non-current assets
3,726.2
3,479.0
Current assets
Inventories
13
283.3
357.7
Trade and other receivables
12
1,463.9
2,155.7
Contract assets
6
10.0
4.9
Other financial assets
12
7,021.7
4,885.3
Other non-financial assets
14
212.7
280.9
Income tax assets
8
50.0
179.1
Cash and cash equivalents
12
9,761.9
11,663.7
Total current assets
18,803.5
19,527.3
Total assets
22,529.7
23,006.3
Equity and liabilities
Equity
Share capital
15
248.6
248.6
Capital reserve
1,398.6
1,229.4
Treasury shares
15
(8.6)
(10.8)
Retained earnings
19,098.0
19,763.3
Other reserves
16
(1,325.5)
(984.6)
Total equity
19,411.1
20,245.9
Non-current liabilities
Lease liabilities, loans and borrowings
12
214.7
191.0
Other financial liabilities
12
46.9
38.8
Provisions
17
20.9
8.8
Contract liabilities
6
183.0
398.5
Other non-financial liabilities
19
87.5
13.1
Deferred tax liabilities
8
42.4
39.7
Total non-current liabilities
595.4
689.9
Current liabilities
Lease liabilities, loans and borrowings
12
39.5
28.1
Trade payables and other payables
12
426.7
354.0
Other financial liabilities
12
1,443.4
415.2
Income tax liabilities
8
4.5
525.5
Provisions
17
144.8
269.3
Contract liabilities
6
294.9
353.3
Other non-financial liabilities
19
169.4
125.1
Total current liabilities
2,523.2
2,070.5
Total liabilities
3,118.6
2,760.4
Total equity and liabilities
22,529.7
23,006.3
(in millions €)
December 31,
December 31,
Assets
Note
2024
2023
The accompanying notes form an integral part of these consolidated financial statements.
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FURTHER INFORMATION
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Consolidated Statements of Financial Position
85
Consolidated Statements of Changes in
Stockholders’ Equity
Equity attributable to equity holders of the parent
(in millions €)
Note
Share
capital
Capital
reserve
Treasury
shares
Retained
earnings
Other
reserves
Total
equity
As of January 1, 2022
246.3
1,674.4
(3.8)
9,882.9
93.9
11,893.7
Net profit
—
—
—
9,434.4
—
9,434.4
Other comprehensive income
—
—
—
—
22.3
22.3
Total comprehensive income
—
—
—
9,434.4
22.3
9,456.7
Issuance of share capital
15
0.5
67.1
—
—
—
67.6
Redemption of convertible note
1.8
233.2
—
—
—
235.0
Share repurchase program
16
—
(979.5)
(6.9)
—
—
(986.4)
Transaction costs
16
—
(0.1)
—
—
—
(0.1)
Dividends
16
—
—
—
(484.3)
—
(484.3)
Share-based payments
16
—
833.1
5.4
—
(1,519.8)
(681.3)
Deferred tax assets
16
—
—
—
—
554.7
554.7
As of December 31, 2022
248.6
1,828.2
(5.3)
18,833.0
(848.9)
20,055.6
Net profit
—
—
—
930.3
—
930.3
Other comprehensive loss
—
—
—
—
(15.8)
(15.8)
Total comprehensive income / (loss)
—
—
—
930.3
(15.8)
914.5
Issuance of share capital
—
—
—
—
—
—
Treasury shares used for acquisition
of business combination
—
102.6
1.1
—
—
103.7
Share repurchase program
—
(731.6)
(6.9)
—
—
(738.5)
Share-based payments
16
—
30.2
0.3
—
(15.1)
15.4
Current and deferred taxes
—
—
—
—
(104.8)
(104.8)
As of December 31, 2023
248.6
1,229.4
(10.8)
19,763.3
(984.6)
20,245.9
Net loss
—
—
—
(665.3)
—
(665.3)
Other comprehensive loss
—
—
—
—
(103.1)
(103.1)
Total comprehensive loss
—
—
—
(665.3)
(103.1)
(768.4)
Share-based payments
16
—
169.2
2.2
—
(237.8)
(66.4)
As of December 31, 2024
248.6
1,398.6
(8.6)
19,098.0
(1,325.5)
19,411.1
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Consolidated Statements of Changes in Stockholders’ Equity
86
Consolidated Statements of Cash Flows
Years ended
December 31,
(in millions €)
2024
2023
2022
Operating activities
Net profit / (loss)
(665.3)
930.3
9,434.4
Income taxes
(12.4)
255.8
3,519.7
Profit / (Loss) before tax
(677.7)
1,186.1
12,954.1
Adjustments to reconcile profit before tax to net cash flows:
Depreciation and amortization of property, plant, equipment, intangible assets and right-
of-use assets
298.0
183.4
123.3
Share-based payment expenses
100.9
51.4
108.6
Net foreign exchange differences
(109.5)
(298.0)
625.5
(Gain) / Loss on disposal of property, plant and equipment
(0.3)
3.8
0.6
Finance income excluding foreign exchange differences
(648.5)
(519.6)
(265.3)
Finance expense excluding foreign exchange differences
27.4
7.9
18.9
Government grants
(31.5)
2.4
0.3
Other non-cash (income) / loss
—
—
—
Unrealized (gain) / loss on derivative instruments at fair value through profit or loss
4.6
175.5
(241.0)
Working capital adjustments:
Decrease in trade and other receivables, contract assets and other assets
387.7
5,374.0
4,369.9
Decrease in inventories
74.5
81.9
62.9
Increase in trade payables, other financial liabilities, other liabilities, contract liabilities,
refund liabilities and provisions
758.4
118.9
85.7
Interest received and realized gains from cash and cash equivalents
474.9
258.2
29.3
Interest paid and realized losses from cash and cash equivalents
(13.5)
(5.4)
(21.5)
Income tax paid
(389.2)
(482.9)
(4,222.1)
Share-based payments
(154.5)
(766.2)
(51.8)
Government grants received
106.0
—
—
Net cash flows from operating activities
207.7
5,371.4
13,577.4
Investing activities
Purchase of property, plant and equipment
(286.5)
(249.4)
(329.2)
Proceeds from sale of property, plant and equipment
1.2
(0.7)
0.6
Purchase of intangible assets and right-of-use assets
(165.8)
(455.4)
(34.1)
Acquisition of subsidiaries and businesses, net of cash acquired
—
(336.9)
—
Investment in other financial assets
(12,370.3)
(7,128.4)
(47.8)
Proceeds from maturity of other financial assets
10,740.2
1,216.3
375.2
Net cash flows used in investing activities
(2,081.2)
(6,954.5)
(35.3)
Financing activities
Proceeds from issuance of share capital and treasury shares, net of costs
—
—
110.5
Proceeds from loans and borrowings
—
0.3
0.8
Repayment of loans and borrowings
(2.3)
(0.1)
(18.8)
Payments related to lease liabilities
(43.6)
(40.3)
(41.1)
Share repurchase program
—
(738.5)
(986.4)
Dividends
—
—
(484.3)
Net cash flows used in financing activities
(45.9)
(778.6)
(1,419.3)
Net increase / (decrease) in cash and cash equivalents
(1,919.4)
(2,361.7)
12,122.8
Change in cash and cash equivalents resulting from exchange rate differences
14.8
(14.5)
60.1
Change in cash and cash equivalents resulting from other valuation effects
2.8
164.8
(0.5)
Cash and cash equivalents at the beginning of the period
11,663.7
13,875.1
1,692.7
Cash and cash equivalents as of December 31
9,761.9
11,663.7
13,875.1
The accompanying notes form an integral part of these consolidated financial statements.
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87
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, 2024, were prepared by the
Management Board on March 7, 2025.
2 Significant Accounting Policies
2.1 Basis of Preparation
General
The consolidated financial statements have been prepared in accordance with the IFRS Accounting
Standards as issued by the International Accounting Standards Board (IASB).
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 published 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 based on BioNTech as a whole.
Accordingly, we operate and make decisions as a single operating segment, which is also our
reporting segment.
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88
2.2 Basis of Consolidation
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.
Generally, there is a presumption that a majority of voting rights results in control.
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 necessary, 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.
A change in the ownership interest of a subsidiary, without a loss of control, 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 consolidated statements of profit or loss. Any investment retained is recognized at
fair value.
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.
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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.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional
currency spot rates of exchange at the reporting date.
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.
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 consideration, 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.
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 currency
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.
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.
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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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 primarily 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 equity 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 customers. A contract is an agreement between two or more
parties that establishes enforceable rights and obligations.
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 performance 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 entitled 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.
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Allocation of Transaction Prices
If a contract with a customer contains more than one performance obligation, the transaction price is
allocated to each performance obligation based on relative standalone selling prices. We have
established the following hierarchy to determine the standalone selling prices.
– Where standalone selling prices for offered licenses, goods or services 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 substantial direct costs to estimate based
on a cost-plus-margin approach, we allocate the transaction price by applying a residual approach.
Judgment is required when estimating standalone selling prices.
Recognition of Revenues
For each separate performance obligation, it is evaluated whether control 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, when we provide the licensee with a
research and development license, which represents a right to access our intellectual property as it
exists throughout the license period (as our intellectual property is still subject to further research),
the promise to grant a license is accounted for as a performance obligation satisfied over time as our
customers simultaneously 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 certain aspects when accounting for
the collaboration agreements.
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 appropriate treatment for the transactions between us and the collaborator and the
transactions between us and other third parties. The classification 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.
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 customer
gains physical possession and we have not retained any significant risks of ownership or future
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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.
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 customer 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 consideration
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 customer for which we have
received consideration (or an amount of consideration is due) from the customer. If a customer pays
consideration before we transfer goods or services to the customer, a contract liability is recognized
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.
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 regulatory 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
intangible 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 capitalized as an intangible asset unless the
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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 payments incurred under
license agreements after the approval date of the respective pharmaceutical product are recognized
as expenses in cost of sales as incurred.
Subsequent internal research and development costs in relation to intellectual 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 regulatory
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 experience of the
past years and the developments since our COVID-19 vaccine 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 benefit 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 realizable value to be zero, as this is the probable amount expected to
be realized 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. Subsequently,
inventory is recognized as cost of sales.
2.3.5 Government Grants
Government grants and similar grants which are accounted for in accordance 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 consolidated 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 enacted or substantively enacted at the reporting date in the countries where the Group
operates and generates taxable income.
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In addition, current income taxes presented for the period include adjustments 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.
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 liabilities are recognized for all taxable temporary differences, except:
– 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 investments 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 differences, 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 differences,
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 investments 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.
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.
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.
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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.
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.
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.
Global Minimum Taxation
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 minimum 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.
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 legislative process in each country in which the Group operates. As of the balance
sheet date, the BEPS Pillar 2 regulations (MinBestRL UmsG) had already 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 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.
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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 consideration 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.
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 impairment 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.
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 paid by us in in-licensing agreements to acquire rights to intellectual
property is recognized as an intangible asset, referred to as In-process R&D. If an in-licensing
agreement includes research and development services, the share of consideration attributable to
these services is deferred and recognized in research and development expenses as goods or services
are received. 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 indefinite.
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 recognized in the consolidated statements of profit or loss in the expense category
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
Useful life (years)
Intellectual property rights
8-20
Licenses
3-20
Software
3-8
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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 generate 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 impairment annually, or when there is an indication for
impairment on an individual basis. The assessment of indefinite life is reviewed annually to determine
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.
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.
An intangible asset is derecognized 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 upon
derecognition of the asset (calculated as the difference between the net disposal proceeds and the
carrying amount of the asset) is included in the consolidated 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 impairment 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.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as
follows:
Property, plant and equipment
Useful life (years)
Buildings
10-33
Equipment, tools and installations
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. Leasehold improvements disclosed in buildings have a useful life
of the shorter period of the underlying lease term or the economic useful live (see Note 2.3.16).
An item of property, plant and equipment initially recognized is derecognized 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 difference 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.
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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 impairment 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 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 inflows, 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 annually 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 impairment 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 assumptions are based on internal estimates along with
external market studies. The result of the valuation depends to a large extent on the estimates by the
management of the future cash flows of the assets and the discount rate applied, and is therefore
subject to uncertainty. Any expense resulting from an impairment of intangible assets with finite lives
is recognized in the consolidated statements of profit or loss in the expense category that is
consistent with the function of the respective intangible assets.
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 are initially measured at fair value as of the trade date and – depending on their
classification – subsequently measured at amortized cost, fair value through other comprehensive
income (OCI) or fair value through profit or loss.
Subsequent Measurement
The measurement of financial assets depends on their classification, as described below.
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Financial Assets Measured at Amortized Cost
Financial assets measured at amortized cost include trade receivables and other financial assets that
are generally measured using the effective interest rate (EIR) method. With respect to trade
receivables, we applied the practical expedient, which means that they are measured at the
transaction 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
consolidated statements of profit or loss when the financial asset is derecognized, modified or
impaired.
Financial Assets Designated at Fair Value through OCI (Equity Instruments)
Upon initial recognition, we can irrevocably elect to classify equity investments 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. If dividends clearly represent a recovery of part of the cost of the investment they are
recognized in the OCI. Equity instruments designated at fair value through OCI are not subject to
impairment 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
When we acquire contractual rights to cash flows from the sale of patent-protected
biopharmaceutical products by unrelated biopharmaceutical companies as royalty assets and do not
own the intellectual property or have the right to commercialize the underlying products, royalty
assets are recognized as financial assets measured at fair value through profit and loss. We recognize
day one gains and losses only when the fair value is evidenced by a quoted price in an active market
for the same instrument or is based on a valuation technique that only uses data from observable
markets. In all other cases, we defer the difference between the fair value at initial recognition and the
transaction price. After initial recognition, we recognize that deferred difference as a gain or loss only
to the extent that it arises from a change in a factor that market participants would take into account
when pricing the asset or liability.
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 between 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
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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 increase 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 order 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 recognized 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 consideration in business combinations are measured at fair value.
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.
Financial liabilities measured at amortized cost include loans and borrowings, 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 premium 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 respective 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 income or other operating expenses on a cumulative basis
and might switch between those two items during the year-to-date reporting periods.
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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 identical 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.
2.3.13 Inventories
Inventories are valued at the lower of cost and net realizable value.
Costs incurred in bringing each product to its present location and condition are accounted for as
follows:
– raw materials and supplies: purchase cost on a first-in / first-out basis; 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
manufacturing overheads based on the normal operating capacity, but excluding 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 expected to be unsaleable, do not fulfill the specification defined by our quality 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.
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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
Framework. 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.
2.3.14 Cash and Cash Equivalents
Cash and cash equivalents comprise cash at banks and on hand and short-term investments that we
consider to be highly liquid (including deposits, 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 separate 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 contains, 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 exchange for consideration.
At inception or on reassessment of a contract that contains a lease component, the consideration in
the contract is allocated to each lease component on the basis of their relative standalone prices.
However, for leases 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.
We recognize a right-of-use asset and a lease liability at the lease commencement date.
The right-of-use asset is initially measured at cost.
The depreciation of the right-of-use asset is calculated on a straight-line basis over the estimated
useful lives of the assets or shorter lease term, as follows:
Right-of-use assets
Useful life or shorter lease term
(years)
Buildings
2-25
Equipment, tools and installations
2-5
Production facilities
2-3
Automobiles
3-4
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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.
The lease liability is subsequently measured at amortized cost using the EIR method. It is remeasured
when there is a change in future lease payments 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.
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 associated with these leases as an expense in the consolidated statements of profit
or loss on a straight-line basis over the lease term.
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 obligation. 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 economic benefits expected to be received. The economic
benefits considered 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.
The expense relating to a provision is presented in the consolidated statements of profit or loss net of
any reimbursement if reimbursement is considered to be virtually certain.
2.3.18 Share-Based Payments
Employees (and others providing similar services) receive remuneration in the form of share-based
payments, which are settled in equity instruments (equity-settled transactions) or in cash (cash-
settled transactions).
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
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end of each reporting period until the settlement 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.
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 reserves) 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 reflects the best estimate of the number of equity instruments expected to ultimately vest.
Service and non-market performance conditions are not taken into account when determining the
grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of
our best estimate of the number of equity instruments that will ultimately vest. Market performance
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 immediate expensing of an
award unless there are also service and/or performance conditions.
If we have a choice of settling either in cash or by providing equity instruments, the rights granted are
accounted for as an equity-settled transaction, 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 employee’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 “Other non-financial liabilities”.
2.3.19 Cash Dividend
We recognize a liability to pay a dividend when the distribution is authorized. 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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2.4 Standards Applied for the First Time
In 2024, 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
Date of application
Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback
January 1, 2024
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments:
Disclosures: Supplier Finance Arrangements
January 1, 2024
Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as
Current or Non-Current
January 1, 2024
Amendments to IAS 1 Presentation of Financial Statements: Non-current Liabilities with
Covenants
January 1, 2024
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
Date of application
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of
Exchangeability
January 1, 2025
Amendments to the Classification and Measurement of Financial Instruments:
– Amendments to IFRS 9 and IFRS 7
(1)
January 1, 2026
Annual Improvements Volume 11
(1)
January 1, 2026
Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and
IFRS 7
(1)
January 1, 2026
IFRS 18 Presentation and Disclosure in Financial Statements
(1)
January 1, 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures
(1)
January 1, 2027
(1) Standards had not yet been endorsed in the European Union at the time of publication.
An analysis of the effects of IFRS 18 on us with regard to the presentation and disclosures in the
financial statements has been started and is ongoing. IFRS 18 requires additional defined subtotals
(operating, investing, financing) in the statement of profit and loss and disclosures about management
performance measures, and adds new principles for aggregating and disaggregating information.
With regard to the first-time application of the other standards and interpretations listed in the table
and other standards amended in the annual improvements, it is currently estimated that there will be
no material impact on our consolidated financial statements.
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Significant Accounting Policies 106
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 outcomes 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 parameters 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 significantly 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 customers. A contract is an agreement between two or more
parties that establishes 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 obligations, 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.
Measurement of the Transaction Price
Our collaboration and license agreements often include variable consideration, 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 exchange for transferring the promised goods
or services to our customers.
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Significant Accounting Judgements, Estimates and Assumptions
107
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 probable 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 satisfaction of the milestone
event, specifically a development event, regulatory 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 agreements 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 incurred is the most reliable indicator of the progress of the related research activities. In
other cases, revenue recognition on a straight-line basis may be the most reliable indicator of our
performance toward complete 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 reporting 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 collaboration 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 contribute 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 principal 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
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Significant Accounting Judgements, Estimates and Assumptions 108
been transferred. Amounts paid to collaboration partners for their share of our profits earned where
we are the principal in the transaction are recorded as cost of sales.
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 collaboration 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 information 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 manufacturing costs as specified by the terms of the agreement. Manufacturing 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 territories 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 accounted for
prospectively, when determined.
Manufacturing cost variances include among others expenses from unused contract manufacturing
capacities and overstock inventories finally scrapped. As only materialized costs – which for example
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. 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. Likewise,
our own cost of sales and the respective gross profit share owed to our partner may be adjusted
prospectively, when changes are determined.
For contract balances related to the Pfizer agreement, see Note 6. Judgment is required in
determining whether a right to consideration is unconditional and thus qualifies as a receivable.
Intangible Assets
Significant assumptions and estimates are required for the identification of a potential need to
recognize an impairment loss. These estimates include management’s assumptions regarding future
cash flow projections and economic risks that require significant judgment and assumptions about
future developments. They can be affected by a variety of factors, including, but not limited to,
changes in business strategy, assumptions regarding funding ability of expected R&D expenses,
assumptions regarding the size of addressable markets and number of addressable indications as
well as the time and probability to reach market.
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Significant Accounting Judgements, Estimates and Assumptions 109
Changes to the assumptions underlying our assessment of the impairment 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.
Significant assumptions and estimates are also required to determine the appropriate amount of
amortization of intangible assets. They relate in particular 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.
Contingent Liabilities
Disclosures in respect of third-party claims and litigation for which no provisions have been
recognized disclosures are made in the form of contingent liabilities, unless a potential outflow of
resources is considered remote. It is not practicable to estimate the financial impact of our contingent
liabilities due to the uncertainties around lawsuits and claims as outlined above.
For further disclosures relating to contingent liabilities see Note 18.
Research and Development Expenses
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 individual
project are recognized as an intangible asset if, and only if, the capitalization 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 expenditure 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 property that meets the definition of an identifiable
asset, this is capitalized as an intangible asset. 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. 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
need to be applied on a case-by-case basis and can materially affect our research and development
expenses.
Business Combinations
In our accounting for business combinations, judgment is required in determining whether an
intangible asset is identifiable and whether it should be recorded separately from goodwill.
Additionally, estimating the acquisition-date fair values in conjunction with purchase price allocation
involves 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 reasonable by management. These judgments, estimates and assumptions can materially
affect our financial position and profit.
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Significant Accounting Judgements, Estimates and Assumptions
110
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 certain 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.
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 regarding the legal interpretation by the fiscal authorities,
tax calculations are generally subject to an elevated amount of uncertainty. To the extent necessary,
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 unlikely that a corresponding
amount of future taxable profit will be available against which the deductible temporary differences,
tax loss carry forwards 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 negative evidence,
including the level of historical taxable income and projections 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.
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 recognition of deferred tax assets.
For further disclosures relating to deferred taxes, see Note 8.
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Significant Accounting Judgements, Estimates and Assumptions
111
4 Group Information
Information about Subsidiaries
The consolidated financial statements include the following subsidiaries:
% equity interest
Name
Country of
incorporation
Registered
office
December 31,
2024
December 31,
2023
BioNTech BioNTainer Holding GmbH
Germany
Mainz (2)
100%
100%
BioNTech Cell & Gene Therapies GmbH
Germany
Mainz (2)
100%
100%
BioNTech Collaborations GmbH
Germany
Mainz (2)
100%
n/a(1)
BioNTech Delivery Technologies GmbH
Germany
Halle (2)
100%
100%
BioNTech Diagnostics GmbH
Germany
Mainz (2)
100%
100%
BioNTech Europe GmbH
Germany
Mainz (2)
100%
100%
BioNTech Idar-Oberstein Services GmbH
Germany
Idar-Oberstein (2)
100%
100%
BioNTech Individualized mRNA Manufacturing GmbH
Germany
Mainz (2)
100%
100%
BioNTech Innovation and Services Marburg GmbH
Germany
Marburg (2)
100%
100%
BioNTech Innovation GmbH
Germany
Mainz (2)
100%
100%
BioNTech Innovative Manufacturing Services GmbH
Germany
Idar-Oberstein (2)
100%
100%
BioNTech Manufacturing GmbH
Germany
Mainz (2)
100%
100%
BioNTech Manufacturing Marburg GmbH
Germany
Marburg (2)
100%
100%
BioNTech Real Estate Holding GmbH
Germany
Holzkirchen (2)
100%
100%
InstaDeep DE GmbH
Germany
Berlin
100%
100%
JPT Peptide Technologies GmbH
Germany
Mainz (2)
100%
100%
NT Security and Services GmbH
Germany
Mainz (2)
100%
100%
reSano GmbH
Germany
Mainz (2)
100%
100%
BioNTech Australia Pty Ltd.
Australia
Melbourne
100%
100%
BioNTech R&D (Austria) GmbH
Austria
Vienna
100%
100%
Simba Merger Sub
Cayman Islands
George Town
100%
n/a(1)
BioNTech (Shanghai) Pharmaceuticals Co. Ltd.
China
Shanghai
100%
100%
InstaDeep France SAS
France
Paris
100%
100%
Biopharma BioNTech Israel Ltd.
Israel
Tel Aviv
100%
100%
New Technologies Re
Luxembourg
Luxembourg
100%
100%
InstaDeep Nigeria Limited
Nigeria
Lagos
100%
100%
BioNTech Rwanda Ltd.
Rwanda
Kigali
100%
100%
BioNTech Pharmaceuticals Asia Pacific Pte. Ltd.
Singapore
Singapore
100%
100%
BioNTech Pharmaceuticals Spain S.L
Spain
Barcelona
100%
100%
BioNTech Switzerland GmbH
Switzerland
Basel
100%
100%
BioNTech Taiwan Co. Ltd.
Taiwan
Taipei
100%
100%
InstaDeep Tunisia SARL
Tunisia
Tunis
100%
100%
BioNTech Turkey Tıbbi Ürünler Ve Klinik Araştirma
Ticaret Anonim Şirketi
Turkey
Istanbul
100%
100%
BioNTech UK Ltd.
United Kingdom
London
100%
100%
InstaDeep Ltd.
United Kingdom
London
100%
100%
BioNTech Research and Development, Inc.
United States
Cambridge
100%
100%
BioNTech USA Holding, LLC
United States
Cambridge
100%
100%
BioNTech US Inc.
United States
Cambridge
100%
100%
BioNTech Delivery Technologies (US), LLC
United States
Cambridge
100%
100%
InstaDeep LLC
United States
Dover
100%
100%
JPT Peptide Technologies Inc.
United States
Cambridge
100%
100%
(1) Included during the year ended December 31, 2024.
(2) Subsidiary makes use of the exemption of Sections 264 para. 3 and 264b HGB for the 2024 financial year.
All entities listed above are included in our consolidated financial statements.
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Group Information
112
Parent Company
ATHOS KG, Holzkirchen, Germany, is the sole shareholder of AT Impf GmbH, Munich, Germany, and
beneficial owner of the following percentage 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 substantial
shareholding, which practically enables it to exercise the majority of voting rights to pass resolutions
at our Annual General Meeting, or AGM.
Ownership of ordinary shares in BioNTech (in %)
Name
Country of
incorporation
Registered
office
December 31, 2024
December 31, 2023
AT Impf GmbH
Germany
Munich
42.44 %
43.77 %
Entity with Significant Influence over the Group
Medine GmbH, Mainz, Germany, owned the following percentage of ordinary shares in BioNTech at
the following dates as indicated:
Ownership of ordinary shares in BioNTech (in %)
Name
Country of
incorporation
Registered
office
December 31, 2024
December 31, 2023
Medine GmbH
Germany
Mainz
16.85 %
17.01 %
5 Business Combinations
Acquisition of Biotheus
On November 13, 2024, our subsidiary, BioNTech Collaborations GmbH, entered into an agreement and
plan of merger, or the Merger Agreement, with Biotheus, a clinical-stage biotechnology company
dedicated to the discovery and development of novel antibodies to address unmet medical needs of
patients with oncological or inflammatory diseases. The acquisition supports the global execution of our
oncology strategy and provides full global rights to BNT327/PM8002, an investigational PD-L1 x VEGF-
A bispecific antibody, with potential to replace current checkpoint inhibitor standard of care treatments
for solid tumors.
Following the satisfaction of several customary closing conditions and regulatory approvals as defined
in the Merger Agreement, the acquisition closed on January 31, 2025.
Upon closing and under the terms of the agreement, we paid Biotheus shareholders upfront of
approximately $850.0 million, predominantly in cash, with a small portion in ADSs, to acquire 100% of
the issued share capital of Biotheus, subject to customary purchase price adjustments, and agreed to
pay additional performance-based contingent payments of up to $150.0 million if certain milestones are
met.
By closing the acquisition, we gained full rights to Biotheus’s pipeline candidates and its in-house
bispecific antibody drug conjugate capability. The acquisition has expanded our footprint in China,
adding a local research and development hub to conduct clinical trials. In addition, we have gained a
biologics manufacturing facility to contribute to our future global manufacturing and supply, and more
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Group Information
113
than 300 Biotheus employees in R&D, manufacturing and enabling functions have joined the BioNTech
workforce.
We are in the process of performing a preliminary allocation of the total consideration and the
underlying assets acquired and liabilities assumed based on their estimated fair value as of the
acquisition date in accordance with IFRS 3.
Based on our initial assessment, the purchase price will be mainly allocated to amounts related to the
settlement of the pre-existing relationship in connection with the License and Collaboration
Agreement with Biotheus as of November 2023, which comprised the development, manufacturing
and commercialization of BNT327 ex-Greater China.
The amount related to the settlement of the pre-existing relationship is identified based on the fair
value of the settled rights of Biotheus in connection with contingent payments in relation to the
License and Collaboration Agreement and will be separated from the remaining consideration to be
transferred for the acquired business of Biotheus. The consideration for the acquired business of
Biotheus will be allocated to net assets acquired, which include identified intangible assets in
connection with Biotheus’ BNT327 Greater China rights and other clinical pipeline candidates,
property, plant and equipment, cash, financial liabilities, deferred tax liabilities and if applicable
goodwill as residual.
The assessment is preliminary as the accounting for the settlement of the pre-existing relationship
and business combination is still in progress.
6 Revenues from Contracts with Customers
6.1 Disaggregated Revenue Information
Set out below is the disaggregation of the Group’s revenues from contracts with customers:
Years ended December 31,
(in millions €)
2024
2023
2022
COVID-19 vaccine revenues
2,432.1
88%
3,776.2
99%
17,145.2
99%
Other revenues
319.0
12%
42.8
1%
165.4
1%
Total
2,751.1
100%
3,819.0
100%
17,310.6
100%
(in millions €)
Years ended December 31,
Revenues by customers
2024
2023
2022
Pfizer
2,011.7
73%
3,293.0
86%
13,795.8
80%
German Federal Ministry of Health
701.0
25%
473.6
12%
3,020.5
17%
Other customers
38.4
2%
52.4
2%
494.3
3%
Total
2,751.1
100%
3,819.0
100%
17,310.6
100%
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Business Combinations
114
(in millions €)
Years ended December 31,
Revenues by countries
2024
2023
2022
United States
1,847.8
67%
3,010.9
79%
12,709.7
73%
Germany
706.9
26%
482.7
13%
3,031.0
18%
Rest of the World
196.4
7%
325.4
8%
1,569.9
9%
Total
2,751.1
100%
3,819.0
100%
17,310.6
100%
COVID-19 vaccine revenues
During the year ended December 31, 2024, COVID-19 vaccines revenues were recognized from the
supply and sales of our COVID-19 vaccine worldwide, mainly comprising our share of the
collaboration partner’s gross profit derived from sales in the collaboration partner’s territory. During
the year ended December 31, 2024, our commercial revenues decreased as compared to the year
ended December 31, 2023, in line with a lower COVID-19 vaccine market demand. In addition, write-
downs by our collaboration partner Pfizer, significantly reduced our gross profit share and hence
negatively influenced our revenues for the year ended December 31, 2024. Our COVID-19 vaccine
revenues are subject to seasonal effects in the fall / winter of the northern hemisphere.
Other revenues
During the year ended December 31, 2024, our other revenues were mainly derived from a pandemic
preparedness contract with the German government effectively supplemented in the three months
ended March 31, 2024.
The revenues from contracts with customers disclosed above were recognized as follows:
Years ended December 31,
(in millions €)
2024
2023
2022
Timing of revenue recognition
Goods and services transferred at a point in time
611.4
776.3
4,447.2
Goods and services transferred over time
298.5
15.4
127.2
Revenue recognition applying the sales-based or usage-based
royalty recognition constraint model(1)
1,841.2
3,027.3
12,736.2
Total
2,751.1
3,819.0
17,310.6
(1) Represents sales based on the share of the collaboration partners’ gross profit and sales milestones.
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Revenues from Contracts with Customers
115
6.2 Contract Assets
The contract assets developed as follows:
2024
2023
(in millions €)
Current
Non-
current
Total
Current
Non-
current
Total
As of January 1
4.9
—
4.9
—
—
—
Additions
—
28.4
28.4
4.2
—
4.2
thereof: attributable to performance
obligations satisfied in prior periods
—
23.6
23.6
—
—
—
Reclassification to trade accounts
receivables
(13.5)
—
(13.5)
—
—
—
Reclassification from non-current to
current
18.6
(18.6)
—
—
—
—
Changes in scope of consolidation
—
—
—
0.7
—
0.7
As of December 31
10.0
9.8
19.8
4.9
—
4.9
During the year ended December 31, 2024, the contract assets were significantly influenced by the
rendering of services under the pandemic preparedness contract with the German government.
6.3 Contract Liabilities
The development of the contract liabilities is as follows:
2024
2023
(in millions €)
Current
Non-
current
Total
Current
Non-
current
Total
As of January 1
353.3
398.5
751.8
77.1
48.4
125.5
Additions
—
—
—
387.2
444.0
831.2
Recognition as revenues
(272.7)
—
(272.7)
(202.2)
—
(202.2)
Reclassification from non-current to
current
215.5
(215.5)
—
93.9
(93.9)
—
Currency effects
(1.2)
—
(1.2)
(2.7)
—
(2.7)
As of December 31
294.9
183.0
477.9
353.3
398.5
751.8
Contract liabilities significantly decreased 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 consumed. As of December 31, 2024, the contract liabilities included
€416.2 million of such payments and €61.1 million of remaining upfront fees from our collaboration
agreement with Pfizer (Zoster) (as of December 31, 2023: €688.7 million payments under our
COVID-19 vaccine purchase agreement with the European Commission and €62.3 million of
remaining upfront fees from our collaboration agreement with Pfizer (Zoster)).
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BioNTech | Annual Report 2024
Revenues from Contracts with Customers
116
Set out below is the amount of revenue recognized for the periods indicated:
Years ended December 31,
(in millions €)
2024
2023
2022
Amounts included in contract liabilities at the beginning of
the year
272.7
3.5
63.1
7 Income and Expenses
7.1 General Expenses
Cost of Sales
From the year ended December 31, 2023, to the year ended December 31, 2024, cost of sales
decreased by €58.5 million, or 10%, from €599.8 million to €541.3 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. The same reasoning applies to
the change while comparing the years ended December 31, 2023 and 2022, which decreased by
€2,395.2 million, or 1%, from €2,995.0 million to €599.8 million. In addition, cost of sales was impacted
by expenses arising from inventory write-downs and scrapings in the context of the launch of our
variant adapted COVID-19 vaccine in the amount of €125.8 million during the year ended
December 31, 2024 (€94.5 million for year ended December 31, 2023, and nil for year ended
December 31, 2022).
Research and Development Expenses
From the year ended December 31, 2023 to the year ended December 31, 2024, our research and
development expenses increased by €471.1 million, or 26%, from €1,783.1 million to €2,254.2 million,
mainly influenced by advancing key pipeline candidates, such as our ADC antibody and individualized
cancer-immunotherapy product candidates. Further contributions to the increase came from higher
personnel expenses resulting from an increase in headcount. The same reasoning applies to the
change in our research and development expenses while comparing the years ended December 31,
2023 and 2022, which increased by €246.1 million, or 16%, from €1,537.0 million to €1,783.1 million.
Sales and Marketing Expenses
From the year ended December 31, 2023, to the year ended December 31, 2024, our sales and
marketing expenses increased by €5.2 million, or 8%, from €62.7 million to €67.9 million, mainly due to
increased expenses for setup and enhancement of commercial IT platforms and an increase in
personnel expenses resulting from an increase in headcount. The same reasoning applies to the
change in sales and marketing expenses while comparing the years ended December 31, 2023 and
2022, which increased by €3.2 million, or 5%, from €59.5 million to €62.7 million.
General and Administrative Expenses
From the year ended December 31, 2023 to the year ended December 31, 2024, our general and
administrative expenses increased by €36.1 million, or 7%, from €495.0 million to €531.1 million, mainly
influenced by increased expenses for IT services as well as by an increase in personnel expenses
resulting from an increase in headcount. The same reasoning applies to the change in general and
administrative expenses while comparing the years ended December 31, 2023 and 2022, which
increased by €13.3 million, or 3%, from €481.7 million to €495.0 million.
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BioNTech | Annual Report 2024
Income and Expenses
117
7.2 Other Operating Result
Years ended
December 31,
(in millions €)
2024
2023
2022
Other operating result
Other operating income
140.6
105.0
815.3
Gain on derivative instruments at fair value through profit or
loss
—
67.6
—
Grants
31.5
2.2
1.4
Foreign exchange differences, net
84.9
—
727.4
Other
24.2
35.2
86.5
Other operating expenses
(811.5)
(293.0)
(410.0)
Contractual disputes / settlements
(657.4)
—
—
Litigation costs(1)
(113.7)
(29.4)
(3.0)
Loss on derivative instruments at fair value through profit or
loss
(32.4)
—
(385.5)
Foreign exchange differences, net
—
(252.0)
—
Other
(8.0)
(11.6)
(21.5)
Total other operating result
(670.9)
(188.0)
405.3
(1) Adjustments to the year 2022 figures relate to reclassifying legal costs in connection with certain litigation as other operating
expenses, rather than general and administrative expenses, to reflect changes in reporting.
During the year ended December 31, 2024, the other operating income increased compared to the
year ended December 31, 2023, as foreign exchange differences arising on operating items changed
from a negative effect to a positive effect. Comparing the year ended December 31, 2023, to the year
ended December 31, 2022, we had a negative effect from exchange differences.
During the year ended December 31, 2024, the other expenses increased compared to the year
ended December 31, 2023, which was mainly due to the settlement of contractual disputes and
related expenses to such disputes and other litigations. The amounts shown for contractual disputes
are net of the related reimbursements to be received. For further information see Note 12.2. During the
year ended December 31, 2023, the other operating expenses decreased compared to the year
ended December 31, 2022, as the fair value measurement effect of our derivatives changing from a
negative to a positive effect.
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BioNTech | Annual Report 2024
Income and Expenses
118
7.3 Finance Result
Years ended
December 31,
(in millions €)
2024
2023
2022
Finance result
Finance income
664.0
519.6
330.3
Gains from financial instruments measured at amortized cost
437.6
357.6
48.5
Gains from financial instruments measured at fair value
210.9
162.0
216.8
Foreign exchange differences, net
15.5
—
65.0
Finance expenses
(27.4)
(23.9)
(18.9)
Loss from financial instruments measured at fair value
(6.0)
—
—
Loss from financial instruments measured at amortized cost
without expected credit losses
(4.6)
—
—
Loss from financial instruments measured at amortized cost,
expected credit losses
(4.2)
—
—
Foreign exchange differences, net
—
(16.0)
—
Other
(12.6)
(7.9)
(18.9)
Total finance result
636.6
495.7
311.4
During the year ended December 31, 2024, the finance income increased compared to the year ended
December 31, 2023, mainly due to interest income earned on security investments as bonds,
commercial paper, reverse repos and deposits as well as fair value adjustments in relation to our
money market funds. The same effect applies for the year ended December 31, 2023, compared to
the year ended December 31, 2022.
During the year ended December 31, 2024, the finance expenses increased compared to the year
ended December 31, 2023, mainly due to interest expenses for financial liabilities that have been
discounted at inception date, interests on leases and tax liabilities and impairments for expected
credit losses of financial assets. This was partially compensated by positive exchange rate effects .
During the year ended December 31, 2023, the other finance income increased compared to the year
ended December 31, 2022.
7.4 Employee Benefits Expense
Years ended
December 31,
(in millions €)
2024
2023
2022
Wages and salaries
814.0
617.8
544.8
Social security costs
113.7
76.7
58.6
Pension costs
3.5
4.1
2.1
Total
931.2
698.6
605.5
Wages and salaries include, among other things, expenses for share-based payments. The increase
is mainly due to an increase in headcount between the years ended December 31, 2024 and 2023.
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Income and Expenses
119
8 Income Tax
Income tax for the years ended December 31, 2024, December 31, 2023, and December 31, 2022,
comprised current income taxes, other taxes and deferred taxes. We are subject to corporate taxes,
the solidarity surcharge and trade taxes. Our corporate tax rate in the reporting year remained
unchanged (15.0%) as did the solidarity surcharge (5.5%) whereas the average trade tax rate
changed resulting in a combined income tax rate of 27.6% in the year ended December 31, 2024
(during the years ended December 31, 2023 and 2022: 27.1% and 27.2%, respectively). Deferred taxes
are calculated at a rate of 30.8%. 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 3.4%).
The deferred tax rates calculations basis remained unchanged compared to the previous period.
The following table illustrates the current and deferred taxes for the periods indicated:
Years ended
December 31,
(in millions €)
2024
2023
2022
Current income taxes
(2.3)
243.1
3,629.6
Deferred taxes
(10.1)
12.7
(109.9)
Income taxes expenses / (income)
(12.4)
255.8
3,519.7
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.
Years ended
December 31,
(in millions €)
2024
2023
2022
Profit / (Loss) before tax
(677.7)
1,186.1
12,954.1
Expected tax credit
(186.8)
321.8
3,529.7
Effects
Deviation due to local tax basis
12.6
6.6
8.9
Deviation due to deviating income tax rate (Germany and
foreign countries)
6.6
(0.1)
7.3
Change in valuation allowance
(16.4)
(14.3)
30.6
Effects from tax losses and tax credits
241.1
(66.5)
23.2
Change in deferred taxes due to tax rate change
9.1
(2.4)
(2.3)
Non-deductible expenses
(49.1)
3.1
2.5
Non tax-effective income
(2.1)
(0.6)
(87.9)
Non tax-effective share-based payment expenses
(37.2)
7.7
8.7
Tax-effective equity transaction costs
—
—
—
Adjustment prior year taxes
—
5.5
(31.5)
Non-tax effective bargain purchase
—
—
—
Other effects
9.8
(5.0)
30.5
Income taxes
(12.4)
255.8
3,519.7
Effective tax rate
1.8%
21.6%
27.2%
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BioNTech | Annual Report 2024
Income Tax 120
Taxes
Deferred taxes for the periods indicated relate to the following:
Year ended December 31, 2024
(in millions €)
January 1,
2024
Recognized in
P&L
Recognized in
OCI
Recognized
directly in
equity
December 31,
2024
Fixed assets
(8.4)
11.5
—
—
3.1
Right-of-use assets
(56.6)
(8.3)
—
—
(64.9)
Inventories
113.6
(31.7)
—
—
81.9
Trade and other receivables
(90.0)
(412.1)
—
—
(502.1)
Lease liabilities
57.2
13.3
—
—
70.5
Contract liabilities
(43.0)
(47.3)
—
—
(90.3)
Loans and borrowings
4.8
20.4
—
—
25.2
Net employee defined benefit liabilities
0.6
0.1
—
—
0.7
Share-based payments
142.1
20.3
—
(85.0)
77.4
Other provisions
9.8
4.4
—
—
14.2
Other (incl. deferred expenses)
(44.9)
413.1
—
—
368.2
Tax losses / tax credits
94.4
230.2
63.2
—
387.8
Deferred tax assets net (before valuation
adjustment)
179.6
213.9
63.2
(85.0)
371.7
Valuation adjustment
(138.0)
(133.9)
(60.5)
—
(332.4)
Deferred tax assets / (liabilities), net (after valuation
adjustment)
41.6
80.0
2.7
(85.0)
39.3
Thereof deferred tax assets
81.3
82.7
2.7
(85.0)
81.7
Thereof deferred tax liability
(39.7)
(2.7)
—
—
(42.4)
Year ended December 31, 2023
(in millions €)
January 1,
2023
Recognized in
P&L
Recognized in
OCI
Recognized
directly in
equity
December 31,
2023
Fixed assets
15.8
20.2
—
(44.4)
(8.4)
Right-of-use assets
(55.8)
(0.8)
—
—
(56.6)
Inventories
148.9
(35.3)
—
—
113.6
Trade and other receivables
(162.7)
72.7
—
—
(90.0)
Lease liabilities
55.2
2.0
—
—
57.2
Loans and borrowings
7.6
(2.8)
—
—
4.8
Contract liabilities
(10.0)
(33.0)
—
—
(43.0)
Net employee defined benefit liabilities
0.7
(0.1)
—
—
0.6
Other provisions
11.0
(1.2)
—
—
9.8
Share-based payments
188.4
12.0
—
(58.3)
142.1
Other (incl. deferred expenses)
61.5
(106.4)
—
—
(44.9)
Tax losses / tax credits
99.5
(5.1)
—
—
94.4
Deferred tax assets net (before valuation
adjustment)
360.1
(77.8)
—
(102.7)
179.6
Valuation adjustment
(136.7)
65.1
—
(66.4)
(138.0)
Deferred tax assets / (liabilities), net (after valuation
adjustment)
223.4
(12.7)
—
(169.1)
41.6
Thereof deferred tax assets
229.6
20.8
—
(169.1)
81.3
Thereof deferred tax liability
(6.2)
(33.5)
—
—
(39.7)
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FURTHER INFORMATION
BioNTech | Annual Report 2024
Income Tax
121
As of December 31, 2024, 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 or U.S. tax group. Up until the year ended December 31, 2024, our accumulated
tax losses also comprised those of the German tax group. Our accumulated tax losses for the periods
indicated amounted to the following:
Years ended
December 31,
(in millions €)
2024
2023
2022
Corporate tax
1,236.7
260.7
352.3
Trade tax
989.6
140.1
204.1
Years ended
December 31,
(in millions €)
2024
2023
2022
Federal tax credits
25.4
21.3
4.0
State tax credits
7.1
8.7
1.6
Up until the year ended December 31, 2024, deferred tax assets on tax losses were only partially
recognized, as there was not sufficient probability 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, 2024, is
€2,028.8 million. Therefore, as of December 31, 2024, we have not recognized deferred tax assets for
unused tax losses and temporary differences in an amount of €332.4 million (December 31, 2023:
€138.0 million, December 31, 2022: €136.7 million).
As of December 31, 2024, we maintain the partial non-recognition of deferred tax assets for unused
U.S. federal and state tax losses and tax credits at an amount of €30.5 million and €4.0 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 and tax credits can be utilized. The material
unrecognized U.S. federal and state tax losses and tax credits will begin to expire in 2036.
We do not recognize deferred tax liabilities for taxable temporary differences associated with
investments in subsidiaries, in cases where we are able to control the timing of the reversal of the
temporary difference and it is probable that the temporary differences will not reverse in the
foreseeable future. The aggregate amount of temporary differences associated with investments in
subsidiaries, for which deferred tax liabilities have not been recognized, is €14.5 million.
The global minimum taxation for large multinational groups (known as The Pillar Two regulations)
based on Base Erosion and Profit Shifting (BEPS) project by the Organization for Economic
Co-operation and Development (OECD) were transposed into German law at the end of 2023
(MinStG) and came into force on January 1st, 2024. We do fall within the scope of these regulations. As
of December 31, 2024 we carried out an analysis to determine the impact and jurisdictions from which
we are exposed to potential effects in connection with a Pillar Two top-up tax. It was checked
whether the CbCR Safe Harbor Regulations were fulfilled. In Jurisdictions where the CbCR
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Income Tax
122
Regulations do not apply, the effective tax rate was calculated on a simplified basis. Since our relevant
effective tax rate calculated for Pillar Two purposes is mainly above 15% in all jurisdictions in which it
operates, it has been determined that we are not materially subject to Pillar Two top-up taxes. We
apply the exception in IAS 12, according to which no deferred tax assets and liabilities are recognized
in connection with the second pillar (Pillar Two) income taxes of the OECD and no disclosures are
made in this regard. We closely monitor the progress of the legislative process in each country in
which we operate.
9 Earnings per Share
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.
The following table reflects the income and share data used in the basic and diluted EPS calculations:
Years ended
December 31,
(in millions €, except per share data)
2024
2023
2022
Profit attributable to ordinary equity holders of the parent for
basic earnings
(665.3)
930.3
9,434.4
Weighted average number of ordinary shares outstanding for
basic EPS
240.4
240.6
243.3
Effects of dilution from share options
—
2.1
6.5
Weighted average number of ordinary shares outstanding
adjusted for the effect of dilution
240.4
242.7
249.8
Earnings / (Loss) per share
Basic earnings / (loss) per share
—
—
—
Diluted earnings / (loss) per share
—
—
—
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BioNTech | Annual Report 2024
Income Tax
123
10 Other Intangible Assets and Goodwill
Goodwill
(in millions €)
Goodwill
Acquisition costs
As of January 1, 2023
61.2
Currency differences
(5.6)
Acquisition of subsidiaries and businesses
306.9
As of December 31, 2023
362.5
Acquisition of subsidiaries and businesses
—
Currency differences
18.1
As of December 31, 2024
380.6
Intangible Assets with Indefinite Useful Lives
CGU Immunotherapies
CGU External Product
Sales of JPT
CGU External Business of
InstaDeep
Total
(in millions €)
As of
December
31, 2024
As of
December
31, 2023
As of
December
31, 2024
As of
December
31, 2023
As of
December
31, 2024
As of
December
31, 2023
As of
December
31, 2024
As of
December
31, 2023
Goodwill
369.8
352.2
0.5
0.5
10.3
9.8
380.6
362.5
Intangible assets with
indefinite useful life
486.5
444.5
—
—
—
—
486.5
444.5
Total
856.3
796.7
0.5
0.5
10.3
9.8
867.1
807.0
For the year ended December 31, 2024, our goodwill relates almost completely to the CGU
Immunotherapies. The CGU Immunotherapies focuses on the development of therapies in the field of
oncology 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 Goodwill impairment test in October 2024.
The recoverable amount of the CGU Immunotherapies has been determined 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 amounts of the CGU External Product Sales of JPT and the CGU External Business
of InstaDeep have been determined based on their value in use. In assessing value in use, the
estimated future cash flows, which are derived based on a bottom-up business plan provided by the
management of the respective entities, 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 1.5% is applied to project future cash flows after the last year of the
detailed planning period.
As a result of the analysis in October 2024, we did not identify an impairment for these CGUs. Even if
our market capitalization had been approximately 10% lower, FVLCD would have still been above the
respective carrying amount of the CGU Immunotherapies.
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Other Intangible Assets and Goodwill 124
Intangible assets with indefinite useful lives mainly comprised acquired intangible assets not yet
available for use, or In-process R&D, of €485.5 million (as of December 31, 2023: €443.5 million). Such
assets are not amortized and therefore reviewed for impairment annually. The annual impairment test
was performed on an individual basis of the assets during the three months ended December 31,
2024. The recoverable amounts were determined based on the value in use. The results gave rise to
impairment losses in total of €55.1 million that were related to the CGU Immunotherapies. The
impairment losses were recorded under R&D expenses in the consolidated statements of profit or
loss. The impairments resulted from revised prioritization of product candidates in the overall
portfolio.
We examine the existence of indications of impairment using various factors, particularly deviations
from sales forecasts and the analysis of changes in medium-term planning. The identification of
indications of impairment takes place with the involvement of the responsible departments, taking
external and internal information sources into consideration.
During the three months ended June 30, 2024, we identified a triggering event in connection with the
asset related to the product candidate BNT326/YL202 due to the partial clinical hold placed on the
Phase 1 trial of our partner, MediLink Therapeutics (Suzhou) Co., Ltd, or MediLink by the U.S. Food
and Drug Administration, or FDA. The impairment test performed did not reveal any impairment loss.
Further triggering events were identified in connection with the asset related to the product candidate
BNT316/ONC-392. During the three months ended September 30, 2024, a triggering event was
identified based on the operational hold of the trial. During the three months ended December 31,
2024, the trial was then placed on partial clinical hold. The FDA subsequently lifted the partial clinical
holds related to both product candidates. During the three months ended December 31, 2024, we
identified a triggering event based on our analysis of changes in medium-term planning. We have
performed impairment tests in connection with the identified triggering events which did not give rise
to any impairment loss.
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. For those assets that have not been impaired, 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.
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Other Intangible Assets and Goodwill
125
Other Intangible Assets
(in millions €)
In-process R&D
Concessions,
licenses and
similar rights
Advance
payments
Total
Acquisition costs
As of January 1, 2023
—
222.3
13.1
235.4
Additions
443.5
45.7
15.8
505.0
Disposals
—
(1.6)
(1.6)
(3.2)
Reclassifications
—
4.9
(4.9)
—
Currency differences
—
(3.6)
—
(3.6)
Acquisition of subsidiaries and
businesses
—
187.4
—
187.4
As of December 31, 2023
443.5
455.1
22.4
921.0
Additions
97.1
6.2
11.9
115.2
Disposals
—
(2.9)
—
(2.9)
Reclassifications
—
11.6
(11.6)
—
Currency differences
—
11.1
—
11.1
As of December 31, 2024
540.6
481.1
22.7
1,044.4
(in millions €)
In-process R&D
Concessions,
licenses and
similar rights
Advance
payments
Total
Cumulative amortization and
impairment charges
As of January 1, 2023
—
76.9
—
76.9
Amortization
—
40.5
—
40.5
Disposals
—
(0.3)
—
(0.3)
Currency differences
—
(0.2)
—
(0.2)
As of December 31, 2023
—
116.9
—
116.9
Amortization
—
54.8
—
54.8
Impairment
55.1
28.2
—
83.3
Disposals
—
(2.8)
—
(2.8)
Currency differences
—
1.8
—
1.8
As of December 31, 2024
55.1
198.9
—
254.0
(in millions €)
In-process R&D
Concessions,
licenses and
similar rights
Advance
payments
Total
Carrying amount
As of December 31, 2023
443.5
338.2
22.4
804.1
As of December 31, 2024
485.5
282.2
22.7
790.4
The intangible assets resulting from licensing and collaboration agreements are combined into one
class of assets, In-process R&D, due to their similar nature and use in our operations and are
attributed to the CGU Immunotherapies.
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Other Intangible Assets and Goodwill 126
The amortization of the concessions, licenses and similar rights during the year ended December 31,
2024, has been mainly recorded under R&D expenses in the consolidated statements of profit or loss.
During the year ended December 31, 2024, triggering events with respect to two intangible assets
with definite useful life occurred. We performed impairment tests based on decisions to stop the
development of the compounds that were acquired as part of business combinations in the past. The
recoverable amounts were determined based on the value in use. The impairment tests gave rise to
the full impairment of the compounds in the amount of €26.4 million. The remaining insignificant
impairments relate to intangibles which are not significant for the group. The majority of these
impairment losses were recorded under R&D expenses in the consolidated statements of profit or
loss.
The decrease in other intangible assets by €13.7 million from December 31, 2023, to December 31,
2024, was mainly related to impairment losses of €83.3 million in total (as of December 31, 2023: nil).
This was partially offset by the payments made in connection with the purchase of intangible assets.
We entered into license and collaboration agreements in which we work together with partners to
develop pharmaceutical products and, provided regulatory approval is granted, commercialize them.
Thereof €9.4 million (as of December 31, 2023: €443.5 million) was related to upfront payments and
€87.7 million (as of December 31, 2023: nil) was related to milestone payments as part of the purchase
of intangible assets that were recognized as subsequent acquisition cost of the intangible assets
acquired. The payments in connection with the license and collaboration agreements resulted in the
recognition of intangible assets not yet available for use.
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Other Intangible Assets and Goodwill
127
11 Property, Plant and Equipment
(in millions €)
Land and
buildings
Equipment,
tools and
installations
Construction in
progress and
advance
payments
Total
Acquisition and production costs
As of January 1, 2023
217.0
273.0
235.5
725.5
Additions
9.7
50.3
189.4
249.4
Disposals
—
(2.4)
(0.2)
(2.6)
Reclassifications
9.3
22.3
(31.6)
—
Currency differences
(0.6)
(1.2)
(3.6)
(5.4)
Acquisition of subsidiaries and
businesses
—
2.1
—
2.1
As of December 31, 2023
235.4
344.1
389.5
969.0
Additions
46.2
49.3
192.4
287.9
Disposals
(0.3)
(4.7)
—
(5.0)
Reclassifications
86.6
36.3
(122.9)
—
Currency differences
1.5
2.7
1.6
5.8
As of December 31, 2024
369.4
427.7
460.6
1,257.7
(in millions €)
Land and
buildings
Equipment,
tools and
installations
Construction in
progress and
advance
payments
Total
Cumulative depreciation and
impairment charges
As of January 1, 2023
22.0
94.3
—
116.3
Depreciation
14.4
83.3
—
97.7
Disposals
—
(1.7)
—
(1.7)
Currency differences
(0.2)
(0.3)
—
(0.5)
As of December 31, 2023
36.2
175.6
—
211.8
Depreciation
12.3
38.3
4.3
54.9
Impairment
26.0
32.1
—
58.1
Disposals
(0.1)
(4.0)
—
(4.1)
Currency differences
0.4
1.0
0.3
1.7
As of December 31, 2024
74.8
243.0
4.6
322.4
(in millions €)
Land and
buildings
Equipment,
tools and
installations
Construction in
progress and
advance
payments
Total
Carrying amount
As of December 31, 2023
199.2
168.5
389.5
757.2
As of December 31, 2024
294.6
184.7
456.0
935.3
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Property, Plant and Equipment
128
Non-Current Assets by Region
As of December 31, 2024, non-current assets comprised €177.6 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, 2023: €158.2 million) as well as €529.6 million in
the United Kingdom (as of December 31, 2023: €511.7 million), respectively. The remaining non-
current assets of €1,683.3 million (as of December 31, 2023: €1,469.0 million) mainly relate to entities
incorporated in Germany.
12 Financial Assets and Financial Liabilities
12.1 Capital Risk Management
Our capital management objectives are designed primarily to finance our growth strategy.
Our treasury committee reviews the total amount of cash and cash equivalents on a regular basis. As
part of this review, the committee considers 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, 2024
December 31, 2023
Cash at banks and on hand
450.0
453.1
Security investments disclosed as cash and cash equivalents
9,311.9
11,210.6
Bank deposits
1,849.4
2,589.5
Money market funds
6,947.5
7,446.1
Reverse Repo
515.0
1,175.0
Total
9,761.9
11,663.7
In general, the aim is to protect and maximize the financial resources available for further research
and development projects.
Since December 2021, we have had 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.
We are not subject to externally imposed capital requirements. Our capital management objectives
were achieved in the years ended December 31, 2024 and 2023.
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Property, Plant and Equipment 129
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, 2024
Carrying amount
Fair value
(in millions €)
Current
Non-
current
Total
Level 1
(Fair value)
Level 2
(Fair value)
Level 3
(Fair value)
Total
Financial assets subsequently measured at fair
value through profit or loss
Foreign exchange forward contracts
11.9
—
11.9
—
11.9
—
11.9
Security investments disclosed as cash and
cash equivalents
6,947.5
—
6,947.5
6,947.5
—
—
6,947.5
Other financial assets
—
39.6
39.6
—
—
39.6
39.6
Financial assets subsequently measured at fair
value through OCI
Non-listed equity investments
—
1.5
1.5
—
—
1.5
1.5
Listed equity investments
—
92.7
92.7
92.7
—
—
92.7
Financial assets subsequently measured at
amortized costs(1)
Security investments disclosed as other
financial assets
6,536.2
1,061.1
7,597.3
—
—
—
7,597.3
Security investments disclosed as cash and
cash equivalents
2,364.4
—
2,364.4
—
—
—
2,364.4
Cash at banks and on hand
450.0
—
450.0
—
—
—
450.0
Trade and other receivables
1,463.9
—
1,463.9
—
—
—
1,463.9
Reimbursement asset
473.6
40.9
514.5
—
—
—
514.5
Other financial assets
—
18.2
18.2
—
—
—
18.2
Financial liabilities subsequently measured at
fair value
Foreign exchange forward contracts
16.3
—
16.3
—
16.3
—
16.3
Contingent consideration
0.9
46.9
47.8
—
—
47.8
47.8
Financial liabilities subsequently measured at
amortized costs(1)
Loans and borrowings
—
—
—
—
—
—
—
Trade payables and other payables
426.7
—
426.7
—
—
—
426.7
Other financial liabilities
1,426.2
—
1,426.2
—
—
—
1,426.2
Financial liabilities subsequently not measured
according to IFRS 9
Lease liabilities
39.5
214.7
254.2
—
—
—
254.2
(1) Fair values for financial assets and liabilities at amortized costs are not disclosed as the book values represent a reasonable
approximation.
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Financial Assets and Financial Liabilities 130
December 31, 2023
Carrying amount
Fair value
(in millions €)
Current
Non-
current
Total
Level 1
(Fair value)
Level 2
(Fair value)
Level 3
(Fair value)
Total
Financial assets subsequently measured at fair
value through profit or loss
Security investments disclosed as cash and
cash equivalents
7,446.1
—
7,446.1
7,446.1
—
—
7,446.1
Financial assets subsequently measured at fair
value through OCI
Non-listed equity investments
—
27.1
27.1
—
—
27.1
27.1
Listed equity investments
—
26.0
26.0
26.0
—
—
26.0
Financial assets subsequently measured at
amortized costs(1)
Security investments disclosed as other
financial assets
4,885.1
1,104.6
5,989.7
—
—
—
5,989.7
Security investments disclosed as cash and
cash equivalents
3,764.5
—
3,764.5
—
—
—
3,764.5
Cash at banks and on hand
453.1
—
453.1
—
—
—
453.1
Trade and other receivables
2,155.7
—
2,155.7
—
—
—
2,155.7
Other financial assets
0.2
18.4
18.6
—
—
—
18.6
Financial liabilities subsequently measured at
fair value
Foreign exchange forward contracts
0.4
—
0.4
—
0.4
—
0.4
Contingent consideration
—
38.8
38.8
—
—
38.8
38.8
Financial liabilities subsequently measured at
amortized costs(1)
Loans and borrowings
—
2.3
2.3
—
—
—
2.3
Trade payables and other payables
354.0
—
354.0
—
—
—
354.0
Other financial liabilities
414.9
—
414.9
—
—
—
414.9
Financial liabilities subsequently not measured
according to IFRS 9
Lease liabilities
28.1
188.6
216.7
—
—
—
216.7
(1) Fair values for financial assets and liabilities at amortized costs are not disclosed as the book values represent a reasonable
approximation.
Trade and other receivables
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, 2024, our trade receivables
included, in addition to the profit share for the fourth quarter of 2024, trade receivables which related
to the gross profit share for the third quarter of 2024.
Reimbursement asset
For the year ended December 31, 2024, we recognized a reimbursement asset in the amount of
€514.5 million, derived from the settlement as described below under other financial liabilities.
In connection with the Settlement Agreement with the National Institutes of Health, or the NIH, Pfizer
has agreed to reimburse us for $364.5 million (as of December 31, 2024, amounted to €350.9 million)
of the claimed royalties paid to the NIH for 2020-2023 sales under the Settlement Agreement.
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Financial Assets and Financial Liabilities
131
In connection with the Term Sheet and the proposed Settlement Agreement with the University of
Pennsylvania, or UPenn, Pfizer has agreed to reimburse us for up to $170.0 million (as of December 31,
2024, amounts to €163.6 million) of the claimed royalties payable to UPenn for 2020-2023 sales in
connection with the proposed Settlement Agreement.
Other financial liabilities
During the year ended December 31, 2024, the other financial liabilities increased compared to the
year ended December 31, 2023, which is essentially related to the settlement of the contractual
disputes with the NIH and UPenn in the amount of €1,146.9 million.
On December 20, 2024, we entered into a Settlement Agreement with the NIH. Under the terms of the
Settlement Agreement, we will, among other things, pay $791.5 million (as of December 31, 2024,
amounts to €761.9 million) to the NIH.
On December 23, 2024, we entered into a binding Term Sheet with UPenn to provide terms on which
we retain license rights under certain UPenn patent rights in order to allow it to continue to pursue
development and commercialization of Licensed Products. Under the terms of the Term Sheet, we
and UPenn intend to enter into a Settlement Agreement, pursuant to which we would, among other
things, pay $400.0 million (as of December 31, 2024, amounts to €385.0 million) as royalties for
calendar years 2020-2023 to UPenn as well as $52.0 million as a contribution to a research and
development investment fund to be jointly managed by us and UPenn.
Equity investments designated at Fair Value through OCI
Financial investments in equity securities measured at fair value through other comprehensive
income comprise the following effects:
Years ended
December 31,
(in millions €)
2024
2023
2022
Net gain / (loss) on equity instruments designated at fair value
through other comprehensive income
(146.6)
3.7
10.5
Total
(146.6)
3.7
10.5
During the year ended December 31, 2024, the non-listed and listed equity investments increased by
€41.1 million compared to year-end 2023 mainly due to our investment in Autolus Therapeutics plc in
February 2024 and offsetting subsequent fair value changes amounting to €146.6 million during the
year ended December 31, 2024.
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132
Measurement of fair values
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.
Type
Valuation technique
Significant unobservable inputs
Forward exchange
contracts
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.
n/a
Non-listed equity
investments
Quantitative and qualitative factors such as
actual and forecasted results, cash
position and financing round valuations.
– Actual and forecasted results
– Net Asset Value
– Cash position
– Nature and pricing indication of latest
financing round
Listed equity investments
Stock prices of the listed companies and
applicable exchange rates, if the listing is in
a foreign currency.
n/a
Money market funds
Quoted prices on an active market.
n/a
Contingent consideration
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
Royalty assets
Present value of expected future cash
flows.
– Expected future cash flows
– Applied cost of capital
12.3 Recurring Fair Values (Level 3)
The following table shows the recurring fair value measurement of the royalty assets included in other
financial assets as well as contingent considerations and the effect of the measurements on our
consolidated statements of profit or loss for the current period.
Financial assets
Financial liabilities
(in millions €)
Other financial assets
Contingent consideration
As of January 1, 2023
—
(6.1)
Additions
—
(31.8)
Net effect on profit or loss - Finance income / (expense)
Net change in fair value
—
(0.9)
As of December 31, 2023
—
(38.8)
As of January 1, 2024
—
(38.8)
Additions
43.4
—
Disposals
—
—
Net effect on profit or loss - Finance income / (expense)
Net change in fair value
(3.8)
(9.0)
As of December 31, 2024
39.6
(47.8)
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133
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
Change in
assumptions
Change in fair value with
increasing input factor
(in millions €)
Change in fair value with
decreasing input factor
(in millions €)
Cash flow projections
10%
4.4
(4.4)
Discount rate
1%
(0.6)
0.6
The sensitivity of the fair values of royalty assets included in other financial assets to the significant,
unobservable, variable input factors, with all other factors remaining constant, is shown in the
following table:
Royalty assets
Input factor
Change in
assumptions
Change in fair value with
increasing input factor
(in millions €)
Change in fair value with
decreasing input factor
(in millions €)
Cash flow projections
10%
4.1
(4.1)
Discount rate
1%
(3.1)
3.5
The estimated fair value of non-listed equity investments would, for example, increase (decrease) if
the price of the latest financing round of the respective investment were to increase (decrease) and
the overall company value were higher (lower).
12.4 Financial Instruments Risk Management Objectives and Policies
Our financial liabilities mainly comprise obligations derived from other financial liabilities such as
obligation from transactions with licensors, trade and other payables, lease liabilities, contingent
consideration, liabilities from exchanges forward contracts. The main purpose of these financial
liabilities is to enable our operations. Our principal financial assets include mainly cash, security
investments, trade receivables and reimbursement assets that derive directly from our operations.
We are exposed to market risk, credit risk and liquidity risk. Our Management 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.
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Financial Assets and Financial Liabilities 134
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 include
financial assets such as security investments, trade and other receivables, 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.
There were no material changes in the way the risks were managed and valued during the years
ended December 31, 2024 and 2023.
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 exchange rates. We are subject to currency risks, as our
income and expenditures 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 proceeds 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 agreements 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 consistently 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, 2024
December 31, 2023
Cash and cash equivalents in U.S. dollar
617.6
122.6
Monetary assets in U.S. dollar
1,484.7
1,191.9
Monetary liabilities and provisions in U.S. dollar
1,858.1
567.3
Total
244.2
747.2
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.
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Financial Assets and Financial Liabilities 135
1 € =
Closing rate
Average rate
Currency
Country
2024
2023
2024
2023
U.S. dollar
United States
1.0389
1.105
1.0824
1.0813
(in millions €)
Change in U.S. dollar
rate
Effect on profit / (loss)
before tax
Effect on pre-tax
equity
2024
+5 %
(11.6)
(11.6)
-5 %
12.9
12.9
2023
+5 %
(35.5)
(35.5)
-5 %
39.2
39.3
12.6 Credit Risk Management
Credit risks address the risks that a counterparty will not meet its obligations 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 consolidated statements of financial position as of December 31, 2024, and
December 31, 2023, 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 capital 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 management policy.
Our security investments are solely invested in the highest-quality liquid 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 investment engagements individually and track each credit risk continuously. For
reverse repos, only investment-grade counterparties qualify as our business partners and 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 individual 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, 2024, and December 31,
2023.
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Financial Assets and Financial Liabilities 136
Trade and Other Receivables
Our exposure to credit risks of trade and other receivables is primarily related to transactions with
corporate customers in the biopharma / biotech industry that operate in the United States or
Germany, as well as governments 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 customers 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.
As of December 31, 2024, outstanding trade and other receivables were mainly due from our
collaboration partner Pfizer. Besides well-established pharmaceutical companies and governmental
institutions, our other customers – to a smaller extent – are medical universities, other public
institutions and peers in the biopharma industry. The balances with those customers are not material.
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, 2024.
The expected credit risk on trade and other receivables and contract assets derived from applying
the simplified approach in calculating expected credit losses was not material as of December 31,
2024, and December 31, 2023.
12.7 Liquidity Risk
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 footprint. Additionally, we plan to enhance capabilities
through complementary acquisitions, technologies, infrastructure and manufacturing. Our liquidity
management ensures the availability of cash and cash equivalents, 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.
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 requirements. 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.
Risk Concentration
Concentrations arise when the number of counterparties is small or when a larger number of
counterparties is engaged in similar business activities, or activities in the same geographical region,
or has economic features 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 developments affecting a particular industry. We only have a limited
number of customers mainly comprising pharmaceutical companies and governmental institutions.
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Financial Assets and Financial Liabilities
137
The maturity profile of our financial liabilities based on contractual undiscounted payments is
summarized as follows:
Year ended December 31, 2024
(in millions €)
Less than 1
year
1 to 5 years
More than 5
years
Total
Trade and other payables
426.7
—
—
426.7
Lease liabilities
48.1
152.7
90.3
291.1
Contingent consideration
—
62.5
0.1
62.6
Foreign exchange forward contracts
16.3
—
—
16.3
Other financial liabilities
1,426.2
—
—
1,426.2
Total
1,917.3
215.2
90.4
2,222.9
Year ended December 31, 2023
(in millions €)
Less than 1
year
1 to 5 years
More than 5
years
Total
Loans and borrowings
—
2.3
—
2.3
Trade and other payables
354.0
—
—
354.0
Lease liabilities
34.1
136.6
73.7
244.4
Contingent consideration
—
57.5
0.3
57.8
Foreign exchange forward contracts
0.4
—
—
0.4
Other financial liabilities
414.9
—
—
414.9
Total
803.4
196.4
74.0
1,073.8
12.8 Changes in Liabilities Arising from Financing Activities
Year ended December 31, 2024
(in millions €)
January 1,
2024
Cash flows
New leases
and disposals
Reclassifi-
cation
Other
December 31,
2024
Current obligations under
lease contracts
28.1
(43.6)
19.4
35.6
—
39.5
Non-current obligations
under lease contracts
188.6
—
56.0
(35.6)
5.7
214.7
Loans and borrowings
2.3
(2.3)
—
—
—
—
Total
219.0
(45.9)
75.4
—
5.7
254.2
Year ended December 31, 2023
(in millions €)
January 1,
2023
Cash flows
New leases
and disposals
Reclassifi-
cation
Other
December 31,
2023
Current obligations under
lease contracts
36.0
(40.3)
(0.6)
34.1
(1.1)
28.1
Non-current obligations
under lease contracts
174.1
—
51.1
(34.1)
(2.5)
188.6
Loans and borrowings
2.1
0.2
—
—
—
2.3
Total
212.2
(40.1)
50.5
—
(3.6)
219.0
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BioNTech | Annual Report 2024
Financial Assets and Financial Liabilities 138
13 Inventories
(in millions €)
December 31, 2024
December 31, 2023
Raw materials and supplies
268.1
347.5
Unfinished goods
7.3
4.0
Finished goods
7.9
6.2
Total
283.3
357.7
During the year ended December 31, 2024, expenses from inventory write-downs to net realizable
value and scrapings due to inventories expected to be unsellable, not fulfilling the specification
defined by our quality standards and shelf-life expiry resulted in €125.8 million, compared to
€94.5 million in the previous period. The inventories valued at net realizable value in our consolidated
statements of financial position as of December 31, 2024, take contractual compensation payments
into consideration. We have not pledged any inventories as securities for liabilities. During the years
ended December 31, 2024 and 2023, inventories in the amount of €129.5 million and €354.4 million,
respectively, were recognized as cost of sales.
14 Other Non-Financial Assets
(in millions €)
December 31, 2024
December 31, 2023
Deferred expenses
166.8
284.9
Prepayments related to service contracts
27.7
28.3
Other
44.5
51.1
Total
239.0
364.3
Total current
212.7
280.9
Total non-current
26.3
83.4
Deferred expenses mainly comprise prepayments for future expenses of €83.1 million (€151.1 million as
of December 31, 2023) for the settlement fee of the European Commission to our collaboration
partner and prepayments for our collaborations with Ryvu Therapeutics S.A., Krakow, Poland,
€8.5 million (€15.7 million as of December 31, 2023) and MediLink Therapeutics Co., Ltd, Suzhou, China,
€17.7 million (nil as of December 31, 2023). The remaining deferred expenses mainly comprise
insurance obligations of €18.2 million and service contracts.
15 Issued Capital and Reserves
As of December 31, 2024, the number of shares outstanding was 239,970,804. This amount excludes
8,581,396 shares held in treasury. As of December 31, 2023, the number of shares outstanding was
237,725,735, excluding 10,826,465 shares held in treasury.
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Inventories 139
16 Share-Based Payments
During the years ended December 31, 2024, 2023, and 2022, our share-based payment
arrangements led to the following expenses:
Years ended
December 31,
(in millions €)
Note
2024
2023
2022
Expense arising from equity-settled share-based
payment arrangements
85.0
44.1
46.5
Employee Stock Ownership Plan
16.5
—
—
13.8
Chief Executive Officer Grant
16.4
—
1.2
3.1
Management Board Grant(1)
16.3
5.2
3.2
4.3
BioNTech 2020 Employee Equity Plan for Employees
Based Outside North America
16.1
58.3
36.3
25.3
InstaDeep Employee Incentive Plan(2)
16.1, 16.5
11.4
3.4
—
2024 North America Employee Participation Plan
16.1
10.1
—
Expense / (Income) arising from cash-settled share-
based payment arrangements
15.9
7.3
61.5
Employee Stock Ownership Plan
16.5
0.1
(0.9)
53.4
Management Board Grant(1)
16.2, 16.3
2.6
(2.4)
—
BioNTech 2020 Restricted Stock Unit Plan for North
America Employees
16.1
13.2
10.6
8.1
Total
100.9
51.4
108.0
Cost of sales
9.0
6.5
3.0
Research and development expenses
63.5
33.4
84.6
Sales and marketing expenses
2.5
1.0
0.8
General and administrative expenses
25.9
10.5
19.6
Total
100.9
51.4
108.0
(1) In May 2022, phantom options were granted under the Management Board Grant for the year 2022 which led to a modification
from an equity-settled to cash-settled share-based payment arrangement and a reclassification of €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 and Annemarie Hanekamp as of their appointment to the
Management Board (see Note 21.2).
(2) The first tranche of 40,249 RSUs vested in July 2024 and was settled in the three months ended December 31, 2024, in cash.
During the years ended December 31, 2024, 2023 and 2022, our share-based payment arrangements
led to a cash outflow of €154.5 million, €766.2 million and €51.8 million, respectively. We expect to
settle the equity-settled share-based payment arrangements remaining from our 2020 Management
Board Grant (see Note 16.3) 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, 2024, were to be
exercised accordingly, the cash outflow to the tax authority in 2025 would amount to approximately
€9.9 million (based on the share price as of December 31, 2024).
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Share-Based Payments 140
16.1 BioNTech Employee Equity Plan
BioNTech 2020 Employee Equity Plan for Employees Based Outside North America
(Equity-Settled)
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),
January 2022 (LTI 2021 program), December 2022 (LTI 2022 program) and January 2024 (LTI 2023).
RSUs issued under the LTI 2020, LTI 2021, LTI 2022 and LTI 2023 programs vest annually in equal
installments over respective waiting periods of four years, commencing in December 2020,
December 2021, December 2022 and December 2023, respectively. All programs were classified as
equity-settled as we have the ability to determine the method of settlement.
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.
LTI 2020
program
LTI 2021
program
LTI 2022
program
LTI 2023
program
Weighted average fair value
€92.21
€203.22
€165.03
€97.99
Waiting period (in years)
4.0
4.0
4.0
4.0
The RSUs outstanding as of the respective dates are presented in the table below.
LTI 2020
program
LTI 2021
program
LTI 2022
program
LTI 2023
program
As of January 1, 2023
235,305
104,608
396,110
—
Forfeited / Modified
(4,400)
(3,497)
(16,141)
—
As of December 31, 2023
230,905
101,111
379,969
—
As of January 1, 2024
230,905
101,111
379,969
—
Granted / Allocated
—
—
—
834,211
Settled
(225,201)(1)
—
—
—
Forfeited / Modified
(4,541)
(2,332)
(12,507)
(62,902)
As of December 31, 2024
1,163
98,779
367,462
771,309
thereof vested
1,163
75,920
187,812
194,636
thereof unvested
—
22,859
179,650
576,673
(1) The closing price of an American Depositary Share of BioNTech on Nasdaq on December 13, 2024, the last trading day before 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 €114.45.
BioNTech 2024 North America Employee Participation Plan (Equity-Settled)
During the year ended December 31, 2024, a new long-term incentive program for employees
resident in North America was established. Within this plan, BioNTech SE has granted RSUs and
Performance-RSUs (for individuals at the Job Level Vice President or above) with an equity-based
LTI program to all of their employees. The number of RSUs granted to each participant is determined
by multiplying the eligible earnings by a percentage within the applicable range for such individual’s
BioNTech Job Level and dividing such amount by the Share Price at Grant, rounding the result down
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Share-Based Payments
141
to the nearest whole number. The number of PRSUs is subject to adjustments based on the
performance of BioNTech ADSs against the Nasdaq Biotechnology Index (Index). In May 2024,
356,757 RSUs and 34,481 PRSUs were granted to the participants. In December 2024, 47,115 further
RSUs were granted to New-Joiners. The weighted average fair value at grant dates was €93.00.
Between the grant date in May and December 31, 2024, 24,284 RSUs and 2,915 PRSUs were
forfeited. As of December 31, 2024, 379,588 RSUs and 31,566 PRSUs are outstanding.
All RSUs, except the PRSUs, shall vest with annually in equal tranches of 25% over a period of 4 years,
starting from the date of the grant. In contrast to the German LTI employee programs 2020-2023,
there is no 4-year waiting period.
InstaDeep RSU Program Employees (Partly Equity-Settled, Partly Cash-Settled)
As part of the acquisition of InstaDeep in 2023, it was agreed to issue a long-term RSU award with a
total target incentive value of £15.0 million. The start of the vesting period was July 2023. The 160,997
RSUs granted under this award vest annually in equal tranches of 25% over a period of 4 years. There
is no waiting period and each tranche will be settled with vesting. The weighted average fair value at
grant date was €92.08.
The first tranche of 40,249 RSUs vested in July 2024 and was settled in the three months ended
December 31, 2024, in cash. As of December 31, 2024, 120,748 RSUs were outstanding. The gross
payout amount of the settlement of the first tranche was €2.1 million. The program is accounted for as
equity-settled and it is at the discretion of the company whether the following three tranches will be
settled in equity or in cash in the years 2025-2027.
BioNTech 2020 Restricted Stock Unit Plan for North America Employees (Cash-
Settled)
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 quarterly 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. 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, 2024, 2023 and 2022, the settlement of
RSUs resulted in a cash outflow of €13.9 million, €10.0 million and €9.4 million, respectively.
As of December 31, 2024, the liability related to these awards amounted to €11.2 million
(€14.4 million as of December 31, 2023).
16.2 Management Board Grant – Short-Term Incentive (Cash-Settled)
Management Board’s service agreements also include an STI compensation component, which is an
annual performance-related bonus for the years of their respective service periods.
50% of each annual award is paid out at the end of the calendar month following the date on which the
Supervisory Board has approved the consolidated financial statements of the Company for the
financial / bonus year that is relevant for the determination of the STI (first installment). The remaining
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Share-Based Payments 142
50% of each annual award is paid out one year after the achievement of the performance targets for
the respective bonus year has been determined, 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 commencement date, until
each separate determination date and are remeasured until the settlement date. As of December 31,
2024, the liability related to these awards amounted to €2.8 million (€2.1 million as of December 31,
2023).
16.3 Management Board Grant Long-Term Incentive (Partly Equity-Settled, Partly
Cash-Settled)
Our Management Board’s service agreements provide for long-term, four-year incentive
compensation (Management Board Grant - LTI) through an annual grant of options to acquire
BioNTech shares at the end of the respective waiting periods of such agreements. The options are
subject to the terms and conditions of the respective authorizations of the AGM creating our
Employee Stock Ownership Plan, or ESOP, and the applicable option agreements.
The options vest annually in equal installments over four years commencing on the first anniversary of
the allocation date and are exercisable four years after the allocation date. 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 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) is higher than it was on the last
trading day before the allocation date. Following the expiry of the waiting period, option rights may be
exercised during the exercise windows set out in the ESOP agreement. Option rights can be
exercised up to ten years after the allocation date, after which they will be forfeited without
compensation.
The right to receive options generally represents an equity-settled share-based payment
arrangement. The allocation of options in 2020 occurred in February 2020. In May 2021 and May
2022, Management Board members received phantom options equivalent to the number of options
they 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 reclassification of €1.1 million and
€3.3 million between equity and non-current other liabilities as of the respective allocation dates.
During 2023 and 2024, options were granted in May 2023 and August 2024, respectively.
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Share-Based Payments 143
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) allocation dates were as follows:
Allocation
date February
2020
Allocation
date May 12,
2021(1)
Allocation
date May 17,
2021(1)
Allocation
date May
2022(1)
Allocation
date May
2023
Allocation
date August
2024
Weighted average fair value
€10.83
€36.13
€31.61
€42.24
€45.73
€37.88
Weighted average share price
€28.20
€179.16
€190.87
€157.24
€98.93
€84.23
Exercise price(2)
€28.32
€178.29
€179.83
€146.40
€104.86
€75.91
Expected volatility
36.6%
56.2%
52.3%
53.5%
47.2%
48.9%
Expected life (years)
4.8
4.6
4.6
5.8
5.8
5.8
Risk-free interest rate
1.6%
4.5%
4.2%
4.5%
3.7%
3.8%
(1) Classified as cash-settled share-based payment arrangement; all other share-based payment arrangements are classified as
equity-settled.
(2) The share options allocated as of February 2020 and May 2023 as well as the phantom share options allocated as of May 2021
and 2022 are subject to an effective exercise price cap.
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.
Estimated
allocation date
2025
Estimated
allocation date
2026
Estimated
allocation date
2027
Estimated
allocation date
2028
Weighted average fair value(1)
€49.89
€45.98
€43.98
34.74
Weighted average share price(1)
€109.68
€109.68
€109.68
€109.68
Exercise price(1)
€112.63
€119.48
€123.00
€130.37
Expected volatility
49.2%
47.8%
47.8%
43.7 %
Expected life (years)(1)
5.8
5.8
5.8
5.8
Risk-free interest rate
4.6%
4.7%
4.7%
4.8%
(1) Valuation parameter for estimated allocation dates derived from the Monte-Carlo simulation model.
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. For the LTI 2020, the maximum economic benefit receivable is capped at $246.24,
and the effective exercise price is capped at a Euro amount equivalent to $30.78. For the phantom
share options issued under the LTI 2021 and 2022 programs and the options issued under the LTI
2023 and 2024 programs, the maximum compensation that each member is entitled to receive,
together with other compensation components received in the respective grant year, shall not exceed
€20.0 million for Ugur Sahin and €10.0 million for all others.
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.
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Share-Based Payments 144
The share options (including phantom share options) allocated to our Management Board as of the
dates indicated are presented in the table below.
Allocation
date February
2020
Allocation
date May 12,
2021(1)
Allocation
date May 17,
2021(1)
Allocation
date May
2022(1)
Allocation
date May
2023
Allocation
date August
2024
(Phantom) share options
outstanding as of January 1, 2023
248,096
45,279
6,463
86,118
—
—
Granted / Allocated
—
—
—
—
130,586
—
(Phantom) share options
outstanding as of December 31,
2023
248,096
45,279
6,463
86,118
130,586
—
(Phantom) share options
outstanding as of January 1, 2024
248,096
45,279
6,463
86,118
130,586
—
Granted / Allocated
—
—
—
—
—
193,257
Exercised(2)
(209,128)
—
—
—
—
—
Forfeited / Modified
—
(1,778)
—
(7,332)
(13,812)
(12,729)
(Phantom) share options
outstanding as of December 31,
2024
38,968
43,501
6,463
78,786
116,774
180,528
thereof allocated and vested
but subject to performance
and/or waiting requirements
38,968
30,878
4,848
43,060
32,646
—
thereof allocated and unvested
—
12,623
1,615
35,726
84,128
180,528
(1) Classified as cash-settled share-based payment arrangement; all other share-based payment arrangements are classified as
equity-settled.
(2) 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 €75.00 for all options exercised in 2024.
For the awards with estimated allocation dates, the numbers of options expected to be allocated have
been derived from a Monte-Carlo simulation model. Those will be adjusted until the actual allocation
has occurred and the number of options granted has ultimately been determined.
The share options expected to be allocated to our Management Board as of the dates indicated are
presented in the table below.
Estimated
allocation date
2025(1)
Estimated
allocation date
2026(1)
Estimated
allocation date
2027(1)
Estimated
allocation date
2028(1)
Share options estimated to be
allocated
122,211
98,760
26,616
7,533
(1) Valuation parameter derived from the Monte-Carlo simulation model.
As of December 31, 2024, the share options allocated and expected to be allocated under our equity-
settled share-based payment arrangements had a remaining weighted average expected life of
5.0 years (as of December 31, 2023: 4.1 years).
As of December 31, 2024, the liability related to the phantom option awards amounted to €5.1 million
(€3.6 million as of December 31, 2023).
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Share-Based Payments 145
16.4 Chief Executive Officer Grant (Equity-Settled)
In September 2019, we granted Prof. Ugur Sahin, M.D., an option to purchase 4,374,963 of our shares
under the ESOP 2017/2019 program. All of these option rights vested and became exercisable in
2023, and were exercised on August 9, 2024, with an exercise price for each option of €13.74 ($15.00)
calculated using the foreign exchange rate published by the German Central Bank (Deutsche
Bundesbank) on the day before the exercise date and by applying the effective exercise cap and the
maximum cap mechanism as disclosed above. The closing price of one ADS on Nasdaq on the
settlement date converted from U.S. Dollars to Euro using the exchange rate published by the
German Central Bank (Deutsche Bundesbank) on the same day was €73.68 and led to an intrinsic
value of the exercised options of €259.5 million.
In August 2024, the Supervisory Board determined that the award would be settled 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
and church tax, if applicable) and social security contributions resulting from the exercise. The
applicable taxes and social security contributions resulting from and withheld upon the exercise
amounted to €123.2 million and were paid by us in September 2024 in cash directly to the respective
authorities. The settlement mechanism decision changed neither the rights nor the classification of
the grant as equity-settled. As a result of the settlement, no additional share-based payments under
IFRS 2 were recorded during the year ended December 31, 2024.
16.5 Employee Stock Ownership Plan (Partly Equity-Settled, Partly Cash-Settled)
Employee Stock Ownership Plan (Equity-Settled)
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 option 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 800% of the exercise price. Under
the maximum cap mechanism, the maximum economic benefit receivable in respect of any exercised
option, was capped at $240.00, 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
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
anniversary of the respective issue date and as of each subsequent anniversary 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.
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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 certificate
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 subsequent 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.
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 ESOP agreement. 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:
Grant date November 15, 2018
Grant dates between February
21 and April 3, 2019
Weighted average fair value
€7.41
€6.93
Weighted average share price
€14.40
€15.72
Exercise price(1)
€10.14
€15.03
Expected volatility
46.0%
46.0%
Expected life (years)
5.8
6.0
Risk-free interest rate
0.1 %
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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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:
Share options
outstanding
Number of ordinary
shares underlying
options
Weighted average
exercise price (€)(1)
As of January 1, 2023
57,584
1,036,514
11.10
Exercised(2)
(39,785)
(716,121)
11.04
As of December 31, 2023
17,799
320,393
11.24
As of January 1, 2024
17,799
320,393
11.24
Exercised(2)
(7,725)
(139,053)
10.14
As of December 31, 2024
10,074
181,340
12.08
thereof vested
10,074
181,340
12.08
thereof unvested
—
—
—
(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) 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 €83.45 and €96.49 for all settlements during the years ended December 31, 2024
and 2023, respectively.
In September 2022, the Supervisory Board determined the ESOP settlement 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 exercise windows in 2024 and 2023.
As of December 31, 2024, the share options outstanding under our equity-settled share-based
payment arrangements had a remaining weighted average expected life of 0.1 years (as of
December 31, 2023: 0.8 years).
InstaDeep Employee Stock Ownership Awards (Equity-Settled)
As part of the acquisition of InstaDeep in 2023, we agreed to issue long-term ESOP awards with a
total target incentive value of £15.0 million. With this award, 398,013 options were granted to the
InstaDeep employees. The awards are subject to a 4-year cliff vesting and will vest and become
exercisable in July 2027. The exercise price is $94.47 for all InstaDeep employees located in France
and Rest of World and $100.34 for two employees located in the US. As of December 31, 2024,
398,013 options are outstanding.
The fair value of the ESOP awards has been measured using a Monte Carlo simulation. For the
ESOPs granted under the InstaDeep Employee Stock Ownership awards, the same performance
requirements that allow the ESOPs to be exercised apply as for the BioNTech Employee Stock
Ownership Plan.
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Employee Stock Ownership Plan (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 receive 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
phantom 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 ESOP agreement. The majority of options have an exercise
price of €10.14. During the years ended December 31, 2024 and 2023, 50,748 and 52,100 cash-settled
phantom option rights were exercised and resulted in a cash outflow of €3.8 million and €4.5 million,
respectively. The average 10-day closing prices of an American Depositary 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 €92.70
and €96.25. As of December 31, 2024, 58,903 cash-settled option rights remained outstanding. As of
December 31, 2024, the liability related to cash-settled share-based payment option rights amounted
to €5.0 million (€8.5 million as of December 31, 2023). 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 measurement of the equity-based option rights described above, which is updated on every
reporting date.
17 Provisions
(in millions €)
December 31, 2024
December 31, 2023
Contractual disputes / settlements
85.7
118.2
Obligations from onerous CMO contracts
50.7
80.2
Other
29.3
79.7
Total
165.7
278.1
Total current
144.8
269.3
Total non-current
20.9
8.8
As of December 31, 2024, our current provisions included €85.7 million in contractual disputes mainly
related to collaborators regarding, among other things, the interpretation of each party’s obligations
or the amounts payable under the respective agreements (€118.2 million as of December 31, 2023).
Acknowledging a decrease in obligations identified as contractual disputes, the change of
€32.5 million compared to the previous period related entirely to consumption.
As of December 31, 2024, our current provisions included €50.7 million (€80.2 million as of
December 31, 2023) of obligations for production capacities derived from contracts with Contract
Manufacturing Organizations, or CMOs, that became redundant. The change of €29.5 million
compared to December 31, 2023, related entirely to release of provision.
As of December 31, 2024, our current provisions included €29.3 million in other obligations mainly
comprising employee related obligations (€79.7 million as of December 31, 2023, mainly comprising
inventor remunerations as well as customs and duties). The change of €50.4 million compared to the
previous period related mainly to consumption.
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18 Contingent Liabilities and Other Financial Commitments
Contingent Liabilities
Our contingent liabilities include, but are not limited to, intellectual property disputes and contractual
disputes regarding, among other things, the interpretation of each party’s obligations or the amounts
payable under the respective agreements, product-related disputes and actions by or on behalf of our
shareholders.
From time to time, in the normal course and conduct of our business, we may be involved in
proceedings with third parties about considering, for example, the use and/or remuneration for use of
such third party’s intellectual property. As of December 31, 2024, none of the intellectual property-
related considerations outlined below, of which we have either been notified, or for which potential
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-related disputes. Our product liability claims often
involve highly complex 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 defectiveness and injury, and
other matters. These complexities vary from matter to matter. As of December 31, 2024, none of
these claims fulfill the criteria for recording a provision.
We are currently subject to certain claims by or on behalf of our shareholders. As of December 31,
2024, these claims do not fulfill the criteria for recording a provision.
Substantially all of our contingent liabilities 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 management, but that may prove
to be incomplete or inaccurate, and unanticipated 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 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 indemnification entitlements
exist against any such claim.
Certain pending matters to which we are a party are discussed below.
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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 allegations 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 lawsuits have been consolidated into a
single proceeding, which is currently expected to go to trial in July 2025.
We believe we have strong defenses against the allegations claimed relative 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 sufficient reliability the respective
contingent liabilities.
CureVac Proceedings
Infringement Proceedings – EP’122, DE’961, DE‘974, DE’575, and EP’668
In July 2022, CureVac AG (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 EP’122,
and three Utility Models DE202015009961U1, DE202015009974U1, and DE202021003575U1. In
August 2022, CureVac AG added European Patent EP3708668B1, or EP’668, 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 suspended 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, or EPO. 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
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Justice. On June 7, 2024, CureVac AG waived DE’575 and withdrew this utility model from the
infringement proceedings. On July 2, 2024, the EPO Opposition Division issued a preliminary opinion
noting that it believes EP’668 is likely invalid, and set an oral hearing for March 2025.
Infringement Proceedings – EP’755, DE’123, and DE’130
In July 2023, CureVac 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 European patent, EP4023755B1, or EP’755, and two
Utility Models DE202021004123U1, and DE202021004130U1. On June 7, 2024, CureVac waived
DE’123 and withdrew this utility model from the infringement proceedings. A hearing on infringement
with respect to EP’755 and DE’130 that was scheduled to occur in the Düsseldorf Regional Court on
September 10, 2024 was rescheduled for July 2025 and the Court suspended its infringement ruling
with respect to DE’130 until a validity decision was reached in the co-pending cancellation proceeding
before the German Patent and Trademark Office. On July 24, 2024, the EPO Opposition Division
issued a preliminary opinion noting that it believes EP’755 is likely invalid, and set an oral hearing for
May 2025.
Nullity Proceedings – EP’122
In September 2022, we filed a nullity action in the Federal Patent Court of Germany seeking a
declaration that EP’122 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 EP’122. The preliminary
opinion did not address any infringement of EP’122. 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. On April 30, 2024, the Federal
Patent Court issued a judgment containing its written reasons for nullifying EP’122. On May 7, 2024,
CureVac appealed the judgment, which is currently pending.
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 and
Trademark Office issued a preliminary opinion that DE’974 is likely to be cancelled. On January 23,
2024, the German Patent and Trademark Office issued a preliminary opinion that DE’961 is likely to be
cancelled based on invalidity pursuant to para. 1 (2) no. 5 Utility Model Act. On March 7, 2024, the
German Patent and Trademark Office issued a preliminary opinion that DE’575 is likely to be
cancelled. On June 6, 2024, CureVac submitted a written statement to the German Patent and
Trademark Office waiving DE’575. On June 12, 2024, we withdrew our request for cancellation of
DE’575. On June 25 and 26, 2024, the German Patent and Trademark Office heard oral arguments
regarding DE’961 and DE’974, and at the conclusion of the hearing on June 26, 2024, confirmed that
both DE’961 and DE’974 were cancelled. In November 2024, the German Patent and Trademark
Office issued its written decisions cancelling DE’961 and DE’974. CureVac has filed an appeal in both
cancellation proceedings, which are currently pending.
Cancellation Proceedings– DE’123 and DE’130
In November 2023, we filed cancellation actions seeking the cancellation of German Utility Models
DE’123 and DE’130 in the German Patent and Trademark Office. On June 6, 2024, CureVac submitted
a written statement to the German Patent and Trademark Office waiving DE’123. On June 12, 2024,
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we withdrew our request for cancellation of DE’123. On December 5, 2024, the German Patent and
Trademark Office issued a preliminary opinion that DE’130 is likely to be cancelled.
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 judgment 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. In June
2024, CureVac voluntarily dismissed with prejudice its claims of infringement with respect to the ‘493,
‘525, and ‘966 patents. Currently, a three-week jury trial is scheduled to begin on March 3, 2025, and
an one-week bench trial regarding the prosecution laches defense is scheduled to begin on April 15,
2025.
United Kingdom
In September 2022, we and Pfizer filed a declaration of non-infringement and revocation action
against EP’122 and EP’668 in the Business and Property Courts of England and Wales, in the UK High
Court of Justice, or the UK High Court. 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, in the UK High Court. On December 18, 2023, we and Pfizer amended our
pleadings to add a claim for revocation and declarations of invalidity and non-infringement with
respect to EP’755. The UK High Court held a trial on EP’668 and EP’755 between July 10, 2024 and
July 24, 2024. On October 8, 2024, the UK High Court released a judgment finding both EP’668 and
EP’755 invalid. The UK High Court held a hearing on November 15, 2024, during which it denied
CureVac permission to appeal the judgment. On December 5, 2024, CureVac sought permission from
the UK Appeals Court to appeal the judgment. With respect to EP’122, on October 25, 2024, CureVac
agreed to a final and unappealable revocation of the UK designation of EP’122 and to discontinue its
counterclaim for infringement.
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 impractical 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 our wholly owned subsidiaries, BioNTech
Manufacturing GmbH, BioNTech Europe GmbH and BioNTech Manufacturing Marburg GmbH, as
well as Pfizer, Pfizer Manufacturing Belgium NV and Pfizer Ireland Pharmaceuticals in the Düsseldorf
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Regional Court alleging Comirnaty’s infringement of two European patents, 3590949B1, or EP’949,
and 3718565B1, or EP’565. On November 7, 2023, the Opposition Division of the EPO revoked EP’565
after a one-day oral hearing, and on December 7, 2023, it issued its written decision revoking EP’565.
On December 8, 2023, the Opposition Division issued a preliminary opinion noting that it believes
EP’949 is likely invalid. As a result of those developments in the EPO proceedings, the Düsseldorf
Regional Court postponed its hearing on infringement with respect to EP’949, originally scheduled for
December 12, 2023, to January 21, 2025. On February 7, 2024, Moderna appealed the Opposition
Division’s revocation decision on EP’565, and the appeal is currently pending. On May 16, 2024, the
Opposition Division decided that EP’949 is valid, in amended form, and issued its written decision
regarding the same on July 8, 2024. BioNTech appealed this decision, and the appeal is currently
pending.
United Kingdom
In August 2022, Moderna filed a lawsuit asserting Comirnaty’s infringement of EP’949 and EP’565
against us and our wholly owned subsidiaries, BioNTech Manufacturing GmbH, BioNTech Europe
GmbH and BioNTech Manufacturing Marburg GmbH, and Pfizer Limited, Pfizer Manufacturing
Belgium NV and Pfizer Inc. in the Business and Property Courts of England and Wales, in the UK High
Court. In September 2022, we and Pfizer filed a revocation action in the Business and Property Courts
of England and Wales requesting revocation of EP’949 and EP’565.
The UK High Court held a trial between April 22, 2024, and May 21, 2024. On July 2, 2024, the UK High
Court released two judgments. The first judgment concerns the validity of EP’949 and EP’565. In this
first judgment, the UK High Court found that EP’565 is invalid and therefore not infringed, while EP’949
is valid and infringed. The second judgment concerns whether Moderna’s October 2020 commitment
not to “enforce [its] COVID-19 related patents against those making vaccines intended to combat the
pandemic,” or the Patent Pledge, amounted to a consent under UK law to carry out any acts that
would otherwise amount to patent infringement. With respect to this judgment, the UK High Court
found that Moderna’s Patent Pledge amounted to consent to carry out activities that might otherwise
infringe its patents prior to March 2022, but not after March 2022.
The UK High Court held a hearing on September 25, 2024, during which it granted Pfizer and
BioNTech permission to appeal its judgment regarding the validity of EP’949, and denied Moderna
permission to appeal its judgment regarding validity of EP’565. On October 16, 2024, Moderna sought
permission from the UK Appeals Court to appeal the EP'565 judgment. On November 11, 2024, the UK
Appeals Court denied Moderna’s application to appeal; accordingly, the UK designation of EP'565 is
finally revoked with no further opportunity to appeal in the UK. No party sought permission to appeal
the UK High Court’s judgment on the patent pledge.
United States
U.S. District Court Litigation
In August 2022, Moderna filed a lawsuit in the U.S. District Court for the District of Massachusetts
against us and our wholly owned subsidiaries 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. On April 12, 2024, the U.S. District Court for the District of
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Massachusetts stayed the litigation pending resolution of the inter partes review of U.S. Patent Nos.
10,702,600 and 10,933,127.
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, or the PTAB. On
March 6, 2024, the PTAB issued decisions instituting inter partes review proceedings on all
challenged claims of U.S. Patent Nos. 10,702,600 and 10,933,127. An oral hearing on the merits
occurred on December 10, 2024, and a first-instance decision by the PTAB is expected by March
2025.
Netherlands
In September 2022, Moderna filed a lawsuit against us and our wholly 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 EP‘949 and EP’565.
The District Court of the Hague held a hearing on October 6, 2023, on infringement and validity with
respect to EP’949. On December 6, 2023, the Court found EP’949 to be invalid. On March 5, 2024,
Moderna appealed this decision, and the appeal is pending. The EP’565 case has been stayed
pending the outcome of 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 EP’949 and EP’565 in the
High Court of Ireland. On February 26, 2024, the High Court of Ireland stayed the lawsuit pending the
final determination of the EPO opposition proceedings for EP’949 and EP’565 (in each case including
any appeals).
Belgium
In May 2023, Moderna filed a lawsuit against us, our wholly owned subsidiary BioNTech
Manufacturing GmbH, Pfizer Inc. and Pfizer Manufacturing Belgium alleging Comirnaty’s infringement
of EP’949 and EP’565 in the Brussels Dutch-speaking Enterprise Court. On May 29, 2024, the parties
filed a joint request to stay the proceedings, which was entered by the Enterprise Court.
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 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 and 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
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Contingent Liabilities and Other Financial Commitments
155
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 proceeding is currently pending.
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.
GlaxoSmithKline Proceedings
In April 2024, GSK filed a lawsuit against Pfizer, Pharmacia & Upjohn Co. LLC, BioNTech SE,
BioNTech Manufacturing GmbH, and BioNTech US Inc. in the United States District Court for the
District of Delaware alleging that the cationic lipid used in COMIRNATY® infringes U.S. Patent Nos.
11,638,693; 11,638,694; 11,666,534; 11,766,401; and 11,786,467; and seeking monetary relief. On August
14, 2024, GSK filed an amended complaint to assert infringement of three additional patents, U.S.
Patent Nos. 11,759,422; 11,655,475; and 11,851,660. This proceeding is currently pending.
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
GSK’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.
Ladewig Proceedings
In January 2024, we and certain of our officers and directors were named as defendants in a
securities class action complaint captioned Ladewig v. BioNTech SE filed in the U.S. District Court for
the Central District of California brought on behalf of a putative class of investors who purchased our
securities from March 30, 2022 through October 13, 2023. Plaintiffs allege that we violated Sections
10(b) and 20(a) of the Exchange Act by stating that we were “well positioned” to remain a “market
leader” in vaccines for the prevention of COVID-19 and by purportedly overstating demand for
Comirnaty. Plaintiffs further allege that we failed to adapt our inventory to reflect the emergence of
new COVID variants. On July 15, 2024, the case was transferred to the U.S. District Court for the
Southern District of New York.
We believe we have strong defenses against the allegations claimed and intend to vigorously defend
ourselves in the lawsuit mentioned above. We cannot reasonably estimate the maximum potential
exposure or the range of possible loss for this matter. 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
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Contingent Liabilities and Other Financial Commitments 156
liabilities as of the balance sheet date. However, it is currently impractical for us to estimate with
sufficient reliability the respective contingent liabilities.
Other Financial Commitments
The other financial commitments were as follows:
(in millions €)
December 31, 2024
December 31, 2023
Commitments under purchase agreements for property, plant and
equipment
186.7
154.4
Contractual obligation to acquire intangible assets
1,193.1
1,721.1
Total
1,379.8
1,875.5
Contractual obligations to acquire intangible assets exist in connection 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 €1,193.1 million as of December 31, 2024, (€1,721.1 million as of December 31,
2023) 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. We have excluded any
milestone payments subject to in-licensing agreements with Biotheus as such payments are treated
as intra-group transactions following the acquisition of Biotheus, which closed in January 2025.
Commitments from the acquisition of Biotheus are disclosed under Note 5 Business Combinations.
The amounts and the dates of the actual payments may both vary considerably from those 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.
The expected maturities of payment obligations under purchase agreements for property, plant and
equipment and contractual obligations to acquire intangible assets are as follows:
Year ended December 31, 2024
(in millions €)
Less than 1
year
1 to 5 years
More than 5
years
Total
Commitments under purchase agreements for
property, plant and equipment
109.0
77.7
—
186.7
Contractual obligation to acquire intangible assets
118.9
677.6
396.6
1,193.1
Total
227.9
755.3
396.6
1,379.8
Other financial obligations were recognized at nominal value.
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Contingent Liabilities and Other Financial Commitments
157
19 Other Non-Financial Liabilities
(in millions €)
December 31, 2024
December 31, 2023
Liabilities to employees
99.8
73.3
Liabilities from share-based payment arrangements
26.6
29.0
Liabilities from wage taxes and social securities expenses
22.7
15.1
Grants
85.2
0.8
Other
22.6
20.0
Total
256.9
138.2
Total current
169.4
125.1
Total non-current
87.5
13.1
Other Non-Financial Liabilities related to funds received based on government grants and similar
grants with a total nominal amount of €326.8 million. The received funds for which no related expense
has been recognized during the year ended December 31, 2024, were deferred and recognized in the
Other Non-Financial Liabilities. The government grants and similar grants are mainly related to assets
such as buildings and equipment. The funding will be recognized in profit or loss within other operating
income over the respective useful life of the underlying assets, see Note 2.3.9. The grants are related
to conditions such as construction milestones.
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 €)
December 31, 2024
December 31, 2023
Buildings
238.2
209.8
Production facilities
—
—
Other operating equipment
9.9
4.6
Total
248.1
214.4
Additions to the right-of-use assets during the year ended December 31, 2024, were
€74.4 million (during the year ended December 31, 2023: €66.4 million).
Lease Liability
The following amounts are included in lease liabilities, loans and borrowings as of the dates indicated:
(in millions €)
December 31, 2024
December 31, 2023
Current
39.5
28.1
Non-current
214.7
188.6
Total
254.2
216.7
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Other Non-Financial Liabilities 158
20.2 Amounts Recognized in the Consolidated Statements of Profit or Loss
Depreciation Charge of Right-of-Use Assets
Years ended
December 31,
(in millions €)
2024
2023
2022
Buildings
42.2
40.7
35.2
Production facilities
—
3.0
23.1
Other operating equipment
3.4
1.5
0.5
Total depreciation charge
45.6
45.2
58.8
Interest on lease liabilities
8.6
5.7
5.1
Expense related to short-term leases and leases of low-value
assets
43.3
58.9
27.1
Total amounts recognized in profit or loss
97.5
109.8
91.0
20.3 Amounts Recognized in the Consolidated Statements of Cash Flows
During the year ended December 31, 2024, the total cash outflow for leases amounted to €43.6 million
(during the year ended December 31, 2023: €46.0 million; during the year ended December 31, 2022:
€46.2 million).
20.4 Extension Options
We have 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 need of the
business. Management exercises judgment in determining whether these extension options are
reasonably certain to be exercised. The undiscounted potential future lease payments, which relate to
periods after the exercise date of renewal options and are not included in lease liabilities, amount to
up to €152.1 million as of December 31, 2024, considering terms up until 2049 (as of December 31,
2023: €157.2 million considering terms up until 2049).
21 Related Party Disclosures
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.
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Other Non-Financial Liabilities 159
21.2 Transactions with Key Management Personnel
Our key management personnel have been defined as the members of the Management Board and
the Supervisory Board. Key management personnel compensation is comprised of the following:
Years ended
December 31,
(in millions €)
2024
2023
2022
Management Board(1)
13.0
8.3
15.0
Fixed compensation
4.0
3.9
2.9
Fringe benefits
0.2
—
—
Short-term incentive – first installment
0.8
0.7
0.6
Short-term incentive – second installment(2)
0.6
1.0
0.7
Other variable compensation(3)
1.3
0.8
0.1
Share-based payments (incl. long-term incentive)(4)
6.1
1.9
10.7
Supervisory Board
0.9
0.6
0.5
Total compensation of key management personnel
13.9
8.9
15.5
(1) During the year ended December 31, 2024, Sean Marett retired from the Management Board with effect as of July 1, 2024.
Therefore, his compensation until his departure date is presented on a pro-rata basis in this table. The following compensation
pursuant to his separation agreement subsequent to his departure date and thus as former Management Board member are not
included in this table: a severance payment of €275,000, an additional payment of €39,000 in respect of the 2024 STI, a grant of
5,760 phantom options in respect of the 2024 LTI and a payment of €477,030 in relation to his 12-months consultancy
agreement.
(2) 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, which 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.
(3) Represents for the financial year 2024 the cash payment related to the one-time signing bonus granted to Annemarie Hanekamp
as part of her appointment to the Management Board, designed to compensate her for lower bonus payments that she would
receive as part of her compensation package with BioNTech and to recognize and appreciate her move to BioNTech. For 2023,
the amount represents the one-time signing cash payment related to James Ryan’s appointment to the Management Board to
provided compensation in lieu of participation in the LTI 2023 program and the one-time special cash payment related to Jens
Holstein to honor his contribution to BioNTech’s extraordinary financial performance. For 2022, the amount includes a one-time
signing and retention cash payment agreed when renewing the service agreement agreed with Sean Marett in 2022.
(4) 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, 2024, 2023 and 2022, 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 as well as
expenses derived from the one-time signing bonus granted to Annemarie Hanekamp as of her appointment to the Management
Board in the form of shares in the amount of €500,000.
The amounts disclosed in the table are the amounts recognized as an expense during the period.
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. During the year ended December 31, 2024, our CEO Prof.
Ugur Sahin, M.D., exercised all 4,374,963 options granted under the CEO Grant 2019 and Members of
the Management Board, who participated in the LTI 2020 Board Program, exercised 209,128 options
in August 2024 while 38,968 options are outstanding as of December 31, 2024 (see Note 16). For
further information regarding outstanding options for each Management Board member from LTI
2021-2024 Board Programs, see Note 16.
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Related Party Disclosures 160
21.3 Related Party Transactions
The total amount of transactions with ATHOS KG or entities controlled by it was as follows for the
periods indicated:
Years ended
December 31,
(in millions €)
2024
2023
2022
Purchases of various goods and services from entities controlled
by ATHOS KG
0.2
0.3
0.3
Purchases of property and other assets from entities controlled by
ATHOS KG
—
—
62.5
Total
0.2
0.3
62.8
The amounts disclosed in the table are the amounts recognized as an expense during the period.
On December 22, 2022, we entered into a purchase agreement with Santo Service GmbH, pursuant
to which we acquired the real estate property 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.
The outstanding balances of transactions with ATHOS KG or entities controlled by them were as
follows as of the periods indicated:
(in millions €)
December 31, 2024
December 31, 2023
ATHOS KG
—
0.4
Total
—
0.4
None of the balances are secured and no bad debt expense has been recognized in respect of
amounts owed by related parties.
A number of individuals in key positions can control or exercise significant influence over BioNTech
SE. There were no business relationships with individuals in key positions during the year ended
December 31, 2024.
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161
22 Numbers of Employees
The average number of employees is:
Years ended December 31,
Quarterly average number of employees by function
2024
2023
2022
Clinical Research & Development
680
434
243
Scientific Research & Development
2,079
1,871
1,302
Operations
1,491
1,469
1,240
Quality
463
470
383
Support Functions
1,802
1,217
828
Commercial & Business Development
200
179
108
Total
6,715
5,640
4,104
The number of employees as of the reporting date is:
Years ended December 31,
Number of employees by function as of the reporting date
2024
2023
2022
Clinical Research & Development
752
592
274
Scientific Research & Development
2,093
2,080
1,512
Operations
1,268
1,562
1,365
Quality
468
474
413
Support Functions
2,156
1,390
983
Commercial & Business Development
209
194
145
Total
6,946
6,292
4,692
23 Fees for Auditors
The following fees were recognized for the services provided by EY GmbH & Co. KG
Wirtschaftsprüfungsgesellschaft for the years ended December 31, 2024 and 2023:
Years ended
December 31,
(in millions €)
2024
2023
Audit fees
2.8
3.2
Audit-related fees
—
0.3
Tax fees
0.6
0.1
Total fees for professional audit services and other services
3.4
3.6
24 Corporate Governance
The declaration of conformity pursuant to Sec. 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 Sec. 315d in conjunction with Sec. 289f HGB and can
be found in the combined management report of BioNTech SE.
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Related Party Disclosures 162
25 Events After the Reporting Period
Business Combinations
Acquisition of Biotheus
Our subsidiary, BioNTech Collaborations GmbH, entered into an agreement and plan of merger, or
the merger agreement, with Biotheus on November 13, 2024. Following the satisfaction of several
customary closing conditions and regulatory approvals as provided in the merger agreement, the
acquisition of Biotheus closed on January 31, 2025. For further information, please refer to the
description of this acquisition in Note 5.
Contingent Liabilities and Other Financial Commitments
Promosome
In January 2025, Promosome LLC filed a lawsuit against us and Pfizer in the Unified Patent Court, or
the UPC, Munich Division, alleging that Comirnaty infringes EP 2 401 365 and seeking monetary relief.
This proceeding is currently pending.
CureVac Proceedings – United Kingdom
On January 27, 2025, the UK Appeals Court denied CureVac’s application to appeal; accordingly, the
UK designations of EP’668 and EP’755 are finally revoked with no further opportunity to appeal in the
UK.
Moderna Proceedings – Germany
On January 21, 2025, the Düsseldorf Regional Court held a hearing on infringement with respect to
EP’949. On March 5, 2025, the Court issued a first-instance decision declining to stay the
infringement proceedings and finding infringement of EP’949 by BioNTech and Pfizer. BioNTech and
Pfizer intend to appeal the Düsseldorf Regional Court’s infringement decision. The court has not ruled
on the invalidity of EP’949 which will be decided in a next step by the EPO in the opposition appeal
proceedings. The Opposition Division of the EPO found EP’949 to be valid in 2024; BioNTech
appealed this decision, and the appeal is currently pending. Should Moderna nevertheless decide to
enforce the Düsseldorf Regional Court’s first instance-decision on a preliminary basis, BioNTech and
Pfizer will need to provide information and render accounts on relevant acts in Germany. A
determination of compensation and damages will then follow in separate proceedings. The EPO’s
decision as to the invalidity of EP’949 is expected before any determination of compensation and
damages will take place.
Moderna Proceedings – US
With respect to Pfizer and our inter partes proceedings against Moderna, on March 5, 2025, the
United States Patent Trial and Appeal Board found all challenged claims of Moderna's US Patent Nos.
10,933,127 and 10,702,600 to be unpatentable and thus invalid. Moderna may appeal this decision.
Our assessment stated in Note 18 remains unchanged: None of these claims fulfill the criteria for
recording a provision but represent contingent liabilities. These contingent liabilities 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
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Events After the Reporting Period 163
and uncertainties, are based on estimates and assumptions that have been deemed reasonable by
management, but that may prove to be incomplete or inaccurate, and unanticipated 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 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 indemnification entitlements exist against any such claim.
Jens Holstein – retirement
Jens Holstein, our Chief Financial Officer, plans to retire at the end of his term. A successor will be
announced in due course.
Mainz, March 7, 2025
BioNTech SE
Prof. Dr. med. Ugur Sahin
Chief Executive Officer
Jens Holstein
Chief Financial Officer
Annemarie Hanekamp
Chief Commercial Officer
Dr. Sierk Poetting
Chief Operating Officer
Ryan Richardson
Chief Strategy Officer
Dr. James Ryan
Chief Legal Officer und
Chief Business Officer
Prof. Dr. med. Özlem Türeci
Chief Medical Officer
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Events After the Reporting Period 164
A. Compensation Report Introduction
166
B. Review of the Financial Year Ended December 31,
2024
167
C. Compensation of Management Board Members
169
D. Compensation of Supervisory Board Members
192
E. Information on the Relative Development of the
Compensation of the Management Board, the
Compensation of Employees and the Development
of the Company’s Earnings
194
F. Conclusion on Compensation System for the Year
Ended December 31, 2024
198
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4
COMPENSATION
REPORT
A. Compensation Report Introduction
This Compensation Report (this “Report”) describes the main structure and components of the
compensation of the current and former members of the Management Board and Supervisory Board
of BioNTech SE (“BioNTech”, the “Company”, the “Group”, “we” or “us”), as well as the compensation
system applied for the year ended December 31, 2024.
This Report complies with the requirements of Section 162 German Stock Corporation Act
(Aktiengesetz, “AktG”) and the recommendations and suggestions in the April 28, 2022, version of the
German Corporate Governance Code (Deutscher Corporate Governance Kodex, “DCGK”). The
disclosures in this Report are explicitly not expense-related and follow neither the IFRS regulations
(as published in our consolidated financial statements) nor the German Commercial Code
(Handelsgesetzbuch, “HGB”) regulations (as published in our statutory financial statements).
Our Management Board and Supervisory Board have jointly engaged our external auditor (EY GmbH
& Co. KG Wirtschaftsprüfungsgesellschaft, “EY”) to perform a formal audit of this Report.
We prepare and publish this Report in Euros and round numbers to thousands, millions or full
percentages, respectively. Accordingly, figures shown as totals in some tables may not be exact
aggregations of the preceding figures, and figures presented in the explanatory notes may not
precisely add up to the rounded amounts.
Pursuant to Section 120a Paragraph 4 of the AktG, we will propose that the Annual General Meeting
(“AGM”) to be held on May 16, 2025, resolves on the approval of the Report. The compensation report
for the year ended December 31, 2023, was approved by a large majority of 96.02% of votes cast at
the AGM on May 17, 2024.
The compensation systems of the Management Board and the Supervisory Board approved by the
AGM on June 22, 2021, and June 1, 2022, (the “Compensation System 2021/2022”) and the Annual
General Meeting on May 17, 2024 (the “Compensation System 2024”) are published on our website at
www.biontech.de.
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Compensation Report Introduction 166
B. Review of the Financial Year Ended December
31, 2024
In view of the Company’s successful development and market positioning since its IPO and the
Management Board’s aim to lead the Company into a global immunotherapy powerhouse with the
potential to improve the standard of care with innovative oncology products and prophylactic
vaccines against infectious diseases, the Supervisory Board engaged an external consultant to
conduct a review of the existing Compensation System 2021/2022, with a view to creating a new
competitive compensation package for our Management Board, which would reflect the increasing
demands of the role, be able to attract and retain top talent, ensure alignment with market trends and
maintain the Company’s competitive edge in the industry in Germany and internationally. In addition,
the compensation for the Supervisory Board and its committee members needed to take into account
the increasing time commitment required from them in terms of their activities, responsibilities and
necessary qualifications and competencies under German stock corporation and European laws and
the life sciences industry.
With a two-tier board structure, the Supervisory Board benchmarked the Company’s compensation
structure against DAX40 companies with a similar market capitalization and the Company’s
international peer group (see further section C.1.2). For its compensation, the Supervisory Board took
into account the median supervisory board compensation of all DAX40 companies and the
Company’s international peer group but used the DAX40 companies as a basis due to the different
board structure of the international peer group.
At the AGM on May 17, 2024, BioNTech’s shareholders voted to amend the compensation systems of
both the Supervisory Board and the Management Board.
The changes to the Supervisory Board’s compensation were approved by a large majority of 97.67%
of votes cast. The new system took effect on a pro rata basis upon the entry of the revised Articles of
Association in our Commercial Register on August 30, 2024. Pursuant to Section 113 Paragraph 3
AktG, as amended by the Act Implementing the Second Shareholder Rights Directive, a listed
company’s AGM must pass a resolution on the compensation of its Supervisory Board members at
least every four years.
The changes to the Management Board’s compensation were also approved by a large majority of
97.33% of votes cast, and modified the previous Compensation System 2021/2022, which was
approved by the AGM on June 22, 2021. The Supervisory Board proposed the changes with the goal
of further developing the previous system while retaining its basic structure and the requirement to
achieve the Company’s long-term and sustainable goals. The new system, the Compensation System
2024, is effective as of January 1, 2025. BioNTech has concluded new service agreements with the
Management Board (also effective as of January 1, 2025) to reflect the Compensation System 2024.
Overall, the service agreements with current Management Board members encompass terms with
end dates that fall between May 31, 2025, and June 30, 2028. The then-current compensation system
is applied whenever agreements are entered into, amended or extended.
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Review of the Financial Year Ended December 31, 2024
167
In January 2024, our Supervisory Board unanimously appointed Annemarie Hanekamp to the
Management Board as our new Chief Commercial Officer (CCO), effective July 1, 2024. Annemarie
Hanekamp replaced Sean Marett, who retired as CCO and whose service contract and term of office
ended prematurely by mutual agreement. Sean Marett entered into a 12-month consultancy
agreement with the Company on July 1, 2024, to ensure a smooth transition of services. There were
no changes to the Supervisory Board in 2024.
In accordance with Section 87a AktG, the elements of the compensation system and actual
compensation paid are set out below.
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Review of the Financial Year Ended December 31, 2024 168
C. Compensation of Management Board
Members
1 Compensation System
1.1 Compensation System Philosophy
Compensation for the Company’s Management Board is designed to promote corporate governance,
reflect our overall strategy and culture, and incentivize members’ commitment to the Company’s
sustainable, long-term development. Compensation is also linked to sustainability (Environmental,
Social and Governance (ESG)) criteria. The compensation system is designed to be clear and
comprehensible, and to give the Supervisory Board the flexibility to react to organizational and market
changes. Our compensation system is aligned with the requirements of the AktG and the
recommendations of the DCGK.
1.2 Responsibility for Determining the Compensation of the Management Board
The Supervisory Board is responsible for determining the structure of the compensation system
pursuant to Section 87 AktG, which includes setting targets and caps and the compensation of
individual Management Board members. The Supervisory Board reviews the compensation
components annually and is assisted by the Compensation, Nominating and Corporate Governance
Committee, which makes recommendations to the Supervisory Board.
To continue to attract and retain outstanding individuals, the Supervisory Board ensures that
compensation is appropriate and in line with market standards and may engage independent external
advisors on an ad hoc basis. When determining individual compensation levels, the Supervisory Board
benchmarks against DAX40 companies with a similar market capitalization. In addition, the
comparison group also includes international companies in the biotech sector, which currently
comprises the following companies:
Peer Group
Peers
Big Biotech
Amgen Inc, Biogen Inc, Gilead Sciences Inc, Genmab A/S, Moderna Inc, Regeneron Pharmaceuticals Inc
Pharma
Bayer AG, Merck KGaA, Merck & Co Inc, Pfizer Inc
1.3 Involvement of the Annual General Meeting
Pursuant to Section 120a Paragraph 1 AktG, a listed company’s Supervisory Board must present, and
the AGM must approve, the Management Board’s compensation system at least once every four
years, as well as whenever there is a significant change. Taking the requirements of Section 87a
Paragraph 1 AktG into account, the Supervisory Board proposed, and a large majority of 97.33% of
votes cast at the May 17, 2024, AGM approved, the new Compensation System 2024, which took
effect on January 1, 2025. As noted above, the Compensation System 2024 is designed to further
develop the previous system while retaining its basic structure.
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Compensation of Management Board Members 169
2 Compensation Components, Target Total Compensation and
Further Provisions
The following table gives an overview of the key provisions of the Compensation System 2021/2022
which continued to apply to Management Board members during the 2024 financial year.
Non-Performance
related
Compensation
Fixed compensation
Fixed contractually agreed compensation paid in twelve equal
monthly installments.
The compensation of the
Management Board is
based on market
standards and the
Company’s peer group. It
is also in line with their
duties and performance,
as well as the situation
and success of the
Group.
Fringe benefits
– Allowances for health and long-term care insurance and
supplementary insurance
– Non-cash benefits from bicycles and travel allowances
– Indemnity payments to new Management Board members for
variable compensation forfeited on termination of previous
employment
– Conclusion of D&O insurance with deductible in accordance
with Section 93 Paragraph 2 Sentence 3 AktG
– Local pension entitlements and health insurance for UK-based
Management Board members
Performance-
related
Compensation
Short-term
performance-
related variable
cash compensation
(short-term
incentive, STI)
– Target bonus
– Limit on payout amount: up to a maximum of 60% of the amount
of fixed compensation
– Performance criteria: Company targets and Environmental,
Social and Corporate Governance (“ESG”) targets
– 50% of the STI is payable in cash in the month following approval
of the consolidated financial statements
– 50% of the STI is payable in cash one year after the end of the
applicable financial year and is subject to an adjustment
reflecting the share price development one year following the
date on which the STI achievement is determined
Incentivizes strong
annual (non-financial and
financial) performance as
the foundation of the
Group’s long-term
strategy and sustainable
value creation by
providing strategic
sustainability targets.
Long-term
performance-
related variable
compensation
(long-term
incentive, LTI)
– Stock Option Program and/or Restricted Stock Unit (RSU)
Program
– Performance targets: Relative share price development and
absolute share price development
– Waiting period: Four years after allocation of the stock options
or the restricted stock units
– LTI compensation is capped at eight times the exercise price
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
Basis of Assessment / Parameters
Strategic Reference
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Compensation Components, Target Total Compensation and further Provisions
170
Other
Compensation
Rules
Target Total
Compensation
Ahead of each fiscal 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) for each
Management Board member. Relative to the Target Total
Compensation, the individual compensation components reflect
the following percentage ranges:
– Chief Executive Officer (CEO):
• 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%
Sets targets to the
compensation of the
Management Board to
ensure a well-weighted
combination between
fixed and variable
compensation
components.
Maximum
compensation
Maximum total annual compensation paid out in a financial year in
accordance with Section 87a Paragraph 1 Sentence 2 No. 1 AktG:
– CEO: €20 million
– Other Management Board members: €10 million
Caps the compensation
of Management Board
members to avoid
uncontrollably high
payouts and thus
disproportionate costs
and risks for the Group.
Further provisions
– Supervisory Board (or equivalent) mandates within the
BioNTech Group: fully compensated for with Management
Board membership compensation
– Supervisory Board (or equivalent) mandates outside the
BioNTech Group: The Supervisory Board has to approve (and to
decide within the scope of the approval) whether and to what
extent compensation is to be offset against the compensation of
the Management Board member
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.
Basis of Assessment / Parameters
Strategic Reference
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Compensation Components, Target Total Compensation and further Provisions
171
Claw-back and
malus rules
– Service contracts of Management Board members to be newly
concluded or extended and the terms and conditions of stock
option and RSU awards 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 contain provisions obliging Management
Board members to repay variable compensation already paid out
if calculated on an incorrect basis
Ensures sustainable
corporate development
and ensures avoiding
taking inappropriate risks.
Contract
termination
In the event of early termination of the service agreement due to
revocation of the appointment or termination by mutual
agreement, Management Board members are entitled to receive a
severance payment in the amount of the compensation expected
to be owed by the Company for the remaining term of the service
contract, up to a maximum of two years’ compensation.
Caps the compensation
of Management Board
members in the case of
early termination to avoid
uncontrollably high
payouts and risks for the
Group.
Basis of Assessment / Parameters
Strategic Reference
3 Terms of the Current Service Agreements
The termination dates of our Management Board’s current agreements are as follows:
– Prof. Ugur Sahin, M.D.: December 31, 2026
– Annemarie Hanekamp: June 30, 2028
– Jens Holstein: June 30, 2025
– 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, 2024
Our Compensation System 2021/2022 was the result of a thorough review performed by our
Supervisory Board, which considered the Group’s major transformational changes and market
practice. Management Board service agreements, which were extended or concluded after the
adoption of the Compensation System 2021/2022, were designed to comply with its principles.
Effective as of January 1, 2025, new service agreements reflect the Compensation System 2024.
As in previous years, in the year ended December 31, 2024, the Supervisory Board conducted a
review of the compensation system with a renowned independent external compensation consultant
to ensure appropriateness and to re-assess current compensation. Taking into account BioNTech’s
market position, the Supervisory Board proposed the Compensation System 2024, which was
adopted at the 2024 AGM as mentioned above.
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Compensation Components, Target Total Compensation and further Provisions
172
Under the Compensation System 2024, the Supervisory Board has set ambitious attainable targets
that are in line with the expectations of investors and the market and are designed to promote the
sustainable and long-term development of the Company. Accordingly, the share of various
components as a proportion of total target compensation will change as follows: (i) the share of long-
term variable compensation will increase from approx. 40% to approx. 70%; (ii) the share of fixed
compensation will decrease from approx. 40% to approx. 20%; and (iii) the share of short-term
variable compensation will decrease from approx. 20% to approx. 10%. As with the Compensation
System 2021/2022, long-term variable compensation vests over four years and is only available to
Management Board members after a four-year waiting period.
The composition of the long-term, performance-related variable compensation (LTI) is also changing.
Under the Compensation System 2021/2022, this consisted of Stock Options and/or Restricted
Stock Units with concurrent performance targets. Our Supervisory Board annually determined the
ratio of long-term compensation to be granted in Stock Options and Restricted Stock Units for each
Management Board member. Management Board members only received Stock Options as long-
term, performance-related variable compensation. Under the Compensation System 2024, long-term,
performance-related compensation will be made up of Stock Options and Performance Share Units
(PSUs), each with different performance targets. The Supervisory Board will also annually determine
the ratio in which long-term compensation is to be granted in Stock Options and/or PSUs. The
exercise price for both the Stock Options and the Performance Share Units must be at least USD
105.16 (based on an assumed market capitalization of the Company of USD 25 billion). This minimum
exercise price is intended to ensure a more performance-oriented link between the development of
our share price and the number of Stock Options and PSUs to be granted.
The performance targets for the exercise of Stock Options under the Compensation System 2024
have also been set much more ambitiously and, together with the significant increase in the share of
long-term variable compensation in the target total compensation, are intended to incentivize the
creation of long-term value and growth.
To further align the interests of our Management Board and shareholders, the Compensation System
2024 also includes Share Ownership Guidelines, which have been incorporated into new service
agreements with effect as of January 1, 2025. According to these guidelines, the Chairman of our
Management Board (currently, our Chief Executive Officer) is required to hold a number of the
Company’s shares or American Depositary Shares (ADSs) equivalent to two times his annual base
(fixed) remuneration (excluding fringe benefits) after a build-up period of four years from the date on
which the Share Ownership Guidelines come into effect. By the end of the same period, the other
Management Board members must hold a number of the Company’s shares or ADSs equivalent to
their annual base (fixed) remuneration (excluding fringe benefits). If they are not able to provide
sufficient evidence of this share ownership, the missing difference in value can be deducted from the
short-term variable and long-term variable compensation payments.
The Compensation System 2024 changes when short-term variable compensation is paid. Under the
Compensation System 2021/2022, 50% of short-term variable compensation was paid in the month
following approval of our consolidated financial statements for the relevant financial year, with the
remaining 50% payable one year after the end of the relevant financial year (subject to adjustments in
relation to the share price performance). Under the Compensation System 2024, the entire amount of
short-term variable compensation will now be paid in the month following approval of our annual
consolidated financial statements for the relevant financial year. This is intended to give our
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2024
173
Management Board the ability to meet the requirements of the Share Ownership Guidelines within the
four-year build-up period.
The Compensation Systems 2024 of the Management Board and the Supervisory Board are
published on our website at www.biontech.de.
5 Compensation During the Year Ended December 31, 2024
5.1 Target Total and Maximum Compensation
The Management Board’s target total compensation (TTC) for the years ended December 31, 2024
and 2023, 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.
Jens Holstein(1)
Years ended December 31,
Years ended December 31,
2024
2023
2024
2023
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
700
32
700
32
550
39
550
39
Fringe benefits
5
—
6
—
5
—
5
—
Performance-related
compensation
Short-term incentive
350
16
350
16
300
22
300
21
Management Board Grant -
LTI
1,150
52
1,150
52
550
39
550
39
Target Total Compensation
(TTC)
2,205
100
2,206
100
1,405
100
1,405
100
(1) Jens Holstein’s compensation overview excludes a one-time special payment during the year ended December 31, 2023. For
further information, see section 5.4.
Sean Marett
Sierk Poetting, Ph.D.
Years ended December 31,
Years ended December 31,
2024(1)
2023
2024
2023
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
275
38
550
39
550
39
550
39
Fringe benefits
15
2
12
1
19
1
5
—
Performance-related
compensation
Short-term incentive
150
22
300
21
300
21
300
21
Management Board Grant -
LTI
275
38
550
39
550
39
550
39
Target Total Compensation
(TTC)
715
100
1,412
100
1,419
100
1405
100
(1) Granted on a pro rata basis through Mr. Marett’s retirement from the Management Board with effect as of June 30, 2024.
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174
Ryan Richardson
James Ryan, Ph.D.(1)
Years ended December 31,
Years ended December 31,
2024
2023
2024
2023
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
550
39
550
39
550
36
183
65
Fringe benefits
27
1
26
2
109
6
—
—
Performance-related
compensation
Short-term incentive
300
21
300
21
300
20
100
35
Management Board Grant -
LTI
550
39
550
39
550
36
—
—
Target Total Compensation
(TTC)
1,427
100
1,426
100
1,509
100
283
100
(1) James Ryan was appointed to the Management Board on September 1, 2023. His compensation overview excludes the one-time
signing bonus granted at the time of his appointment. For further information, see section 5.4.
Prof. Özlem Türeci, M.D.
Annemarie Hanekamp(1)
Years ended December 31,
Years ended December 31,
2024
2023
2024
2023
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
550
39
550
39
275
37
—
—
Fringe benefits
—
—
—
—
64
8
—
—
Performance-related
compensation
Short-term incentive
300
22
300
21
138
18
—
—
Management Board Grant -
LTI
550
39
550
39
275(2)
37
—
—
Target Total Compensation
(TTC)
1,400
100
1,400
100
752
100
—
—
(1) Annemarie Hanekamp was appointed to the Management Board on July 1, 2024. Her compensation overview excludes the one-
time signing bonus granted at the time of her appointment. For further information, see section 5.4.
(2) Following Annemarie Hanekamp's appointment on July 1, 2024, she received a guaranteed pro rata LTI grant of €275,000 for the
period from July 1, 2024, to December 31, 2024. This amount reflects 50% of the annual target value and will be made available in
shares or as a cash payment in 2025.
Starting with the phantom share options issued in May 2021 (see section 5.6), the Management
Board’s total compensation is subject to a maximum limit 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 CEO and €10.0 million for all others. For the purpose of this limitation,
compensation components are attributed to the financial year they are granted, irrespective of when
they are paid out.
5.2 Fixed Compensation and Fringe Benefits
Fixed compensation is primarily paid out as a salary in twelve monthly installments within a calendar
year. All of the Management Board members’ activities for BioNTech Group companies are
compensated by their base compensation of €550,000 (in the case of Ugur Sahin, €700,000), during
each of the years ended December 31, 2024 and 2023. Annemarie Hanekamp’s appointment on July
1, 2024, led to an effective annual fixed compensation of €275,000 during the year ended December
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175
31, 2024. Due to Sean Marett’s retirement on June 30, 2024, his effective annual fixed compensation
during the year ended December 31, 2024, was €275,000. James Ryan’s effective annual fixed
compensation during the year ended December 31, 2023, was €183,333 due to his appointment to the
Management Board as of September 1, 2023. His compensation is partly paid in the U.K. (in GBP) by
the Company’s subsidiary, BioNTech UK Limited, and partly in Germany (in Euro).
Fringe benefits are also paid to the Management Board, mainly comprising allowances for health and
long-term care insurance and supplementary insurance, non-cash benefits for bicycles, travel
allowances and relocation costs. Management Board members who have their permanent residence
outside of Germany are also reimbursed the expenses of individual tax advice. Management Board
members do not receive pension benefits as part of their compensation. James Ryan receives certain
fringe benefits under his service agreement with BioNTech UK Limited, including a matching pension
contribution from the Company to a defined benefit pension scheme subject to payments made by
him into the scheme, group income protection, life assurance, private medical healthcare and
occupational sick pay.
The Company has D&O (Directors and Officers) insurance for our Management Board members,
which covers the legal costs of defending a claim and any damages payable against a Management
Board member for breach of their duties. The D&O insurance includes a deductible for the
Management Board members which complies with the AktG. 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, Supervisory Board, and other senior executives and managing directors of
BioNTech Group entities.
5.3 Short-Term Incentive Compensation (STI)
Under the Compensation System 2021/2022, the Management Board is entitled to receive a short-
term performance-related cash bonus with a one-year assessment period. The STI payment shall not
exceed 60% of the amount of the annual fixed compensation and is based on the achievement of
certain financial and non-financial performance criteria of the Group. For any financial year, the
Supervisory Board may set the following targets:
– Company Goals based on both operational and strategic objectives, which may relate to targets in
respect of financial developments in line with published financial forecasts, share price
performance compared to the NASDAQ Biotechnology Index, targets relating to business
development and product development and approval. These goals can be set uniformly for all
Management Board members or individually for individual Management Board members. The
Supervisory Board can also define other Company Goals for a financial year.
– Environmental, Social and Governance (ESG) Targets to incentivize sustainable and long-term
corporate success, either uniformly or individually for individual members of the Management
Board. These goals may include targets relating to employees, sustainability, diversity, energy and
the environment and corporate governance targets.
– The Supervisory Board may also define other ESG Targets for a financial year or base them on an
external rating from Institutional Shareholder Services Inc. (ISS), which may range from A+
(Excellent) to D- (Poor). If the ESG Targets are based on an ISS rating, the Supervisory Board
determines the minimum rating to be achieved for the relevant financial year to fully meet the ESG
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Compensation During the Year Ended December 31, 2024
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Targets in accordance with the ISS ratings. If the ISS rating is in line with the previously defined
target or better, the ESG Targets are fully met and there is a target achievement of 100% in relation
to 20% to 30% of the STI. If ISS’s rating in a financial year is worse than the previously defined
target, the short-term variable compensation in relation to the ESG Targets is zero.
At its first meeting after the end of the relevant financial year, the Supervisory Board determines the
actual target achievement of the STI for the Management Board. The target achievement of the STI is
measured against the achievement of the respective Company Goals and ESG Targets. The relative
weighting is 70% to 80% for the Company Goals and 20% to 30% for the ESG Targets.
The Supervisory Board determines whether the Company Goals have been achieved (expressed as a
percentage). 70% to 80% of the STI target is multiplied by the percentage achieved. The Supervisory
Board also determines the extent to which the ESG Targets have been achieved (expressed as a
percentage). 20% to 30% of the STI target is multiplied by the percentage achieved. Alternatively, the
achievement of the ESG Targets can be reviewed during the respective assessment period
depending on the rating prepared by ISS.
The 2024 STI is set out in the table below, including the overall percentage of target achievement. The
Supervisory Board has set the goals for the 2024 STI uniformly for all members of the Management
Board.
2024 Financial Year
Performance Targets
Weighting
Level of
Target
Achievement
Achieved
Target
Performance
Company Goals
Financials: maintain sustainable financials
15 %
— %
— %
Continue to build a competitive commercial
business with Comirnaty
15 %
67 %
10 %
Advance our pipeline towards market, including
scaling up of clinical manufacturing
65 %
75 %
49 %
ESG Targets
Enable entrepreneurial spirit at scale and ESG
20 %
75 %
15 %
Additional
Incentives
Achievements with significant value for the
Company that were not planned or known at the
beginning of 2024
10 %
— %
— %
Target Achievement of 125% is capped at 100%
125 %
74 %
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Compensation During the Year Ended December 31, 2024
177
The following table summarizes the overall target achievement and the resulting annual bonus payout
amount per Management Board member for the year ended December 31, 2024.
Short-Term Incentive
Compensation (STI) for
the year ended December
31, 2024
Relative to
fixed
compensation
(in %)
Compensation Corridor
Overall
Target
Achievement
(in %)
STI Payment (in thousand)
Lower Limit
(0%)
Upper Limit
(100%)
First Installment to
be paid out in April
2025
Second
Installment
deferred and to be
paid out in
February 2026(1)
Prof. Ugur Sahin, M.D.
50
—
350
74
130
130
Jens Holstein
55
—
300
74
111
111
Sean Marett(2)
55
—
150
100(3)
150(3)
—
Sierk Poetting, Ph.D.
55
—
300
74
111
111
Ryan Richardson
55
—
300
74
111
111
James Ryan, Ph.D.
55
—
300
74
111
111
Prof. Özlem Türeci, M.D.
55
—
300
74
111
111
Annemarie Hanekamp(4)
50
—
138
100(5)
69
69(6)
(1) Deferred amount is dependent on the share price development during the year following the determination date in February
2025.
(2) Retired with effect as of June 30, 2024.
(3) For the year ended December 31, 2024, Sean Marett was granted a guaranteed pro rata bonus in the amount of 100% of the
maximum amount pursuant to his separation agreement, that was paid out in June 2024. For further information, see section 5.11.
(4) Appointed with effect as of July 1, 2024.
(5) For the year ended December 31, 2024, Annemarie Hanekamp was granted a guaranteed pro rata bonus in the amount of 50% of
the maximum amount, i.e., €137,500.
(6) Deferred amount to be paid out in January 2026, irrespective of the share price performance.
The first STI installment for the year ended December 31, 2024, will be paid out in April 2025, the
month after the approval of the 2024 consolidated financial statements. This installment was
considered granted and owed in 2024, the year in which the activity to which the compensation
relates was performed. The first STI installment for the year ended December 31, 2023, was
considered granted and owed in 2023 and was paid out in April 2024.
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Compensation During the Year Ended December 31, 2024
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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 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).
The second STI installment for the year ended December 31, 2024, was also considered granted and
owed in 2024, as the Management Board had already completed the activity to which it relates. It will
be paid out in February 2026 (subject to an adjustment due to the share-price development). The
second STI installment for the year ended December 31, 2023 was considered granted and owed in
2023 and was paid out in February 2025 with adjustments due to the share-price development.
5.4 Other Payments and Payments Outside of Compensation System 2021/2022
Due to the highly competitive biotech environment and the need to attract qualified candidates to the
Management Board, the Supervisory Board may agree a signing-on bonus as part of the
compensation of Management Board members appointed for the first time, which are designed to
compensate for variable compensation forfeited on termination of previous employment. During the
2024 financial year, Annemarie Hanekamp received a one-time payment of €1,750,000 as part of her
appointment. Out of this amount, €1,250,000 was paid as a cash bonus in July 2024 and is subject to
repayment in reducing amounts if the service agreement ends other than for good cause before June
30, 2027. The remaining €500,000 will be granted in shares in July 2028 or at the earliest possible
date after a potential blackout period, provided she is still a Management Board member on June 30,
2028. This sign-on bonus was designed to compensate Annemarie Hanekamp for lower bonus
payments that she would receive as part of her compensation package with BioNTech and to
recognize and appreciate her move to BioNTech.
The Supervisory Board also granted Jens Holstein a one-time signing bonus of 4,246 phantom shares
valued at €800,000 in connection with his 2021 appointment. The phantom shares vest in four equal
installments on July 1 of 2022, 2023 and 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 closing price cap. This means that
the settlement closing price shall be adjusted to ensure that the current price of an ADS as of the
settlement date does not exceed 800% of the closing price at the time of the initial grant. In addition,
the total cash payment may not exceed €6.4 million.
During the year ended December 31, 2023, James Ryan received a one-time signing cash payment of
€180,000 as part of his appointment to the Management Board. The one-time signing cash payment
provided compensation in lieu of participation in the LTI 2023 program, as the awards were allocated
before his appointment and a pro rata allocation for 2023 would not have been permitted under the
AGM authorizations then in force. Under those authorizations, which were modified by the May 17,
2024 AGM, Employee Stock Ownership Plans (ESOPs) could only be issued within the first six
months of each calendar year. To further strengthen his commitment to the Company, James Ryan
used £50,000 (net of costs and expenses) to purchase BioNTech shares during the year ended
December 31, 2024.
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Compensation During the Year Ended December 31, 2024
179
The Supervisory Board may deviate from the compensation system in exceptional circumstances.
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 BioNTech’s extraordinary financial performance and to recognize his
efforts to strengthen the Company’s long-term financial performance. To further strengthen his long-
term commitment to the Company, Jens Holstein used €150,000 (net of costs and expenses) to
purchase 1,620 BioNTech shares during the year ended December 31, 2023.
5.5 Share-Based Payments (incl. Long-Term Incentive (LTI) and Other One-Time
Awards)
Our Management Board’s service agreements provide for long-term, four-year incentive
compensation (Management Board Grant - LTI) through an annual grant of options to acquire
BioNTech shares at the end of the respective waiting periods of such agreements. These LTI awards
are in line with the Compensation System 2021/2022 and are subject to the terms and conditions of
the respective authorizations of the AGM creating our ESOP and the applicable option agreements
(see section 5.6 below).
To determine the number of LTI awards granted to a Management Board member, the LTI Target
Amount is divided by the difference between (A) the higher of (i) the Target Share Price and (ii) 128%
of the Exercise Price and (B) the Exercise Price, rounded down to the next integer. The LTI Target
Amount is based on the Management Board member's fixed remuneration, which is converted into
USD on the first day of trading of the respective year using the reference rate of the European Central
Bank. The Target Share Price is calculated as USD 8.5 billion divided by the total number of
outstanding shares immediately following the Company's IPO (excluding shares owned by the
Company) for the purpose of calculating the number of options to be granted at the beginning of the
year 2020. For any later year of the LTI Term, the Target Share Price is 107% of the Target Share
Price of the immediately preceding year. The Exercise Price is the exercise price set out in the
Management Board members’ grant agreement, which is determined by the AGM resolutions
creating the ESOP.
The LTI awards are subject to additional conditions, including specified performance targets,
continued service or employment (unvested options are forfeited on termination of the service
agreement and all options are forfeited if the service agreement results from cause (wichtiger Grund)
and compliance with blackout periods. The specific performance targets are an average BioNTech
ADS closing price over the last 10 trading days preceding the exercise date which is higher or equal to
defined threshold amounts and target share prices. Besides that, the closing price for the fifth trading
day prior to the start of the relevant exercise date needs to be 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.
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Compensation During the Year Ended December 31, 2024 180
During the year ended December 31, 2024, the number of options granted to Ugur Sahin, Jens
Holstein, Sean Marett, Sierk Poetting, Ryan Richardson, James Ryan and Özlem Türeci were
calculated based on a target value of €1,050,000 for Ugur Sahin and €550,000 for each other
Management Board member. Even though Sean Marett resigned from the board as of June 30, 2024,
according to his contract he would have been entitled to a LTI 2024 grant within the first six months of
2024. For the sake of completeness, this grant is shown as granted and immediately forfeited in
section 5.6 within the LTI 2024 table. Following Annemarie Hanekamp's appointment on July 1, 2024,
she received a guaranteed pro rata LTI grant of €275,000 for the period from July 1, 2024, to
December 31, 2024. This amount reflects 50% of the annual target value and will be made available in
shares or as a cash payment in 2025. Starting January 1, 2025, Annemarie Hanekamp will participate
in the LTI plan in force with a target value of €550,000.
During the year ended December 31, 2023, 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 €1,050,000 for Ugur Sahin and €550,000 for each other Management Board member.
As the LTI was allocated prior to James Ryan’s appointment to the Management Board, he received a
one-time signing cash payment of €180,000 instead (for further information, see section 5.4).
We have also entered into a one-time share-based payment arrangement with our CEO Ugur Sahin,
the Chief Executive Officer Grant granted in 2019 (CEO Grant 2019), which is explained in detail in
section 5.6 below. Following the vesting of 25% on an annual basis since 2019, the CEO Grant 2019
vested and became exercisable on October 9, 2023.
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 except Jens Holstein; May 17 for Jens Holstein) for the LTI 2021 award, May 31 for the
LTI 2022 award, May 22 for the LTI 2023 award, and August 26 for the LTI 2024 award. While vesting,
the LTI awards continue to be subject to performance and waiting conditions.
The benefits from our share-based payment arrangements (including long-term incentive) are
considered granted and owed when the awards are settled (see further section 5.7). During the years
ended December 31, 2023 and 2024, this principle applied to the option rights granted under the
ESOP 2018 Program, CEO Grant 2019 and LTI 2020 Program as a result of their exercise and
settlement. With respect to these Programs, the table "Compensation Granted and Owed" in section
5.7 shows the implied market value calculated using the closing price of an ADS of BioNTech on
Nasdaq on the respective last day preceding each exercise date converted from USD to Euro using
the exchange rates published by the German Central Bank (Deutsche Bundesbank) on the same
days, as well as applying the effective exercise price and maximum cap mechanism. The implied
market value may vary from the benefit in kind.
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Compensation During the Year Ended December 31, 2024
181
5.6 Additional Disclosures on Share-Based Payment Instruments
In accordance with Section 162 Paragraph 1 No. 3 AktG, the table below provides an overview of the
share options and other share-based payment instruments allocated to our Management Board and
outstanding as of December 31, 2024.
Grant Date /
Allocation Date
Number of Ordinary
Shares Underlying Share
Options / Number of
Phantom Share Options
Option
Exercise
Price (€)(11)
Earliest
Option
Exercise
Date(9)
Option
Expiration
Date
Name of the
Program
Prof. Ugur Sahin, M.D.
10/9/2019(1)
—
13.74
10/9/2023
10/9/2029
CEO Grant
2019
2/13/2020(2)
—
29.63
2/13/2024
2/13/2030
LTI 2020(10)
5/12/2021(3)
17,780
178.29
5/12/2025
5/12/2031
LTI 2021(10)
5/31/2022(4)
19,997
146.40
5/31/2026
5/31/2032
LTI 2022(10)
5/22/2023(5)
38,506
109.67
5/22/2027
5/22/2033
LTI 2023(10)
8/26/2024(6)
53,233
75.91
8/26/2028
8/26/2034
LTI 2024(10)
Jens Holstein
5/17/2021(3)
6,463
179.83
5/17/2025
5/17/2031
LTI 2021(10)
7/1/2021(8)
4,246
n/a(8)
7/1/2025(8)
n/a(8)
Signing Bonus
5/31/2022(4)
14,664
146.40
5/31/2026
5/31/2032
LTI 2022(10)
5/22/2023(5)
18,416
109.67
5/22/2027
5/22/2033
LTI 2023(10)
8/26/2024(6)
25,459
75.91
8/26/2028
8/26/2034
LTI 2024(10)
Sean Marett(12)
2/13/2020(2)
38,968
29.63
2/13/2024
2/13/2030
LTI 2020(10)
5/12/2021(3)
5,334
178.29
5/12/2025
5/12/2031
LTI 2021(10)
5/31/2022(4)
7,332
146.40
5/31/2026
5/31/2032
LTI 2022(10)
5/22/2023(5)
4,604
109.67
5/22/2027
5/22/2033
LTI 2023(10)
Sierk Poetting, Ph.D.
13/2/2020(2)
—
29.63
2/13/2024
2/13/2030
LTI 2020(10)
5/12/2021(3)
7,112
178.29
5/12/2025
5/12/2031
LTI 2021(10)
5/31/2022(4)
14,664
146.40
5/31/2026
5/31/2032
LTI 2022(10)
5/22/2023(5)
18,416
109.67
5/22/2027
5/22/2033
LTI 2023(10)
8/26/2024(6)
25,459
75.91
8/26/2028
8/26/2034
LTI 2024(10)
Ryan Richardson
2/13/2020(2)
—
29.63
2/13/2024
2/13/2030
LTI 2020(10)
5/12/2021(3)
6,163
178.29
5/12/2025
5/12/2031
LTI 2021(10)
5/31/2022(4)
7,465
146.40
5/31/2026
5/31/2032
LTI 2022(10)
5/22/2023(5)
18,416
109.67
5/22/2027
5/22/2033
LTI 2023(10)
8/26/2024(6)
25,459
75.91
8/26/2028
8/26/2034
LTI 2024(10)
James Ryan, Ph.D.(7)
12/15/2020
1,163
n/a
12/15/2024
n/a
LTI 2020 (EEP)
12/10/2021
313
n/a
12/10/2025
n/a
LTI 2021 (EEP)
12/9/2022
740
n/a
12/9/2026
n/a
LTI 2022 (EEP)
12/8/2023
750
n/a
12/8/2027
n/a
LTI 2023 (EEP)
8/26/2024(6)
25,459
75.91
8/26/2028
8/26/2034
LTI 2024(10)
Prof. Özlem Türeci, M.D.
2/13/2020(2)
—
29.63
2/13/2024
2/13/2030
LTI 2020(10)
5/12/2021(3)
7,112
178.29
5/12/2025
5/12/2031
LTI 2021(10)
5/31/2022(4)
14,664
146.40
5/31/2026
5/31/2032
LTI 2022(10)
5/22/2023(5)
18,416
109.67
5/22/2027
5/22/2033
LTI 2023(10)
8/26/2024(6)
25,459
75.91
8/26/2028
8/26/2034
LTI 2024(10)
(1) Options vested in four equal installments on October 9 of 2020, 2021, 2022 and 2023. The entire award became exercisable in
2023. The options were exercised in 2024.
(2) Options vested in four equal installments on February 13 of 2021, 2022, 2023 and 2024, are now exercisable following the expiry
of the waiting period on February 13, 2024, and can only be exercised during defined exercise windows under our ESOP. Apart
from Sean Marett, who did not exercise the options during 2024, all other options were exercised by the respective Management
Board members.
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Compensation During the Year Ended December 31, 2024
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(3) Phantom share options were issued which 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
the same years. 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 defined exercise windows.
(4) Phantom share options were issued which vest in four equal installments on May 31 of 2023, 2024, 2025 and 2026 for all
Management Board members. These phantom options will not become exercisable before the expiry of the waiting period on May
31, 2026, and can only be exercised during defined exercise windows.
(5) Options vest in four equal installments on May 22 of 2024, 2025, 2026 and 2027. The options will not become exercisable before
the expiry of the waiting period on May 22, 2027, and can only be exercised during defined exercise windows.
(6) Options vest in four equal installments on August 26 of 2025, 2026, 2027 and 2028. The options will not become exercisable
before the expiry of the waiting period on August 26, 2028, and can only be exercised during defined exercise windows.
(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 this plan. Prior to his appointment, 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 2021, December 2022 and December 2023 respectively and will be
settled after a waiting period of four years.
(8) Jens Holstein received a one-time signing bonus at the time of his appointment on July 1, 2021 (see section 5.4).
n/a = not applicable.
(9) Indicates the 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 be adjusted to ensure that the
current price of an ADS as of the exercise date does not exceed 800% of the exercise price. For the ESOP 2018 Program and the
CEO Grant 2019, the maximum economic benefit receivable for any exercised option was capped at $240.00 and the effective
exercise price was capped at a Euro amount equivalent to $30.00. For the LTI 2020, the maximum economic benefit receivable is
capped at $246.24, and the effective exercise price is capped at a Euro amount equivalent to $30.78. For the phantom share
options issued under the LTI 2021 and 2022 programs and the options issued under the LTI 2023 and 2024 programs, the
maximum compensation that each member is entitled to receive, together with other compensation components received in the
respective grant year, shall not exceed €20.0 million for Ugur Sahin and €10.0 million for all others.
(12) Upon Sean Marett’s resignation from the Management Board with effect as of June 30, 2024, the LTI 2024 grant relating to the
first six months of 2024 to which he was contractually entitled was immediately forfeited due to his resignation. As part of Sean
Marett’s retirement from the Management Board, he and the Supervisory Board entered into a separation agreement, details of
which are outlined in section 5.11.
Management Board Grant (Long-Term Incentive)
Our Management Board’s service agreements provide for long-term, four-year incentive
compensation (Management Board Grant - LTI) through an annual grant of options to acquire
BioNTech shares at the end of the respective waiting periods of such agreements. The options are
subject to the terms and conditions of the respective authorizations of the AGM creating our
Employee Stock Ownership Plan, or ESOP, and the applicable option agreements. The allocation of
options in 2020 occurred in February 2020. In May 2021 and May 2022, Management Board
members received phantom options equivalent to the number of options they would have been
entitled to receive for 2021 and 2022. During 2023 and 2024, options were granted in May 2023 and
August 2024, respectively.
For the awards allocated as of February 13, 2020; May 12, 2021; May 17, 2021; May 31, 2022; May 22,
2023; and August 2024, the exercise prices are $30.78 (€29.63); $185.23 (€178.29); $186.83
(€179.83); $152.10 (€146.40), $113.94 (€109.67) and €75.91 respectively (all conversions from USD to
EUR are calculated using the foreign exchange rate as published by the German Central Bank
(Deutsche Bundesbank) as of December 31, 2024).
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. For the LTI 2020, the maximum economic benefit receivable is capped at $246.24,
and the effective exercise price is capped at a Euro amount equivalent to $30.78. For the phantom
share options issued under the LTI 2021 and 2022 programs and the options issued under the LTI
2023 and 2024 programs, the maximum compensation that each member is entitled to receive,
together with other compensation components received in the respective grant year, shall not exceed
€20.0 million for Ugur Sahin and €10.0 million for all others. The options vest annually in equal
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Compensation During the Year Ended December 31, 2024 183
installments over four years commencing on the first anniversary of the allocation date and become
exercisable four years after the allocation date.
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 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) is higher
than it was on the last trading day before the allocation date. Following the expiry of the waiting
period, option rights may be exercised during the exercise windows set out in the ESOP agreement.
Option rights can be exercised up to ten years after the allocation date, after which 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
Prof. Ugur
Sahin, M.D.
Jens
Holstein(1)
Sean
Marett
Sierk
Poetting,
Ph.D.
Ryan
Richardson
James Ryan,
Ph.D.(1)
Prof. Özlem
Türeci, M.D.
Annemarie
Hanekamp(1)
As of December
31, 2023
97,420
—
38,968
38,968
33,772
—
38,968
—
Exercised
(97,420)
—
—
(38,968)
(33,772)
—
(38,968)
—
As of December
31, 2024
—
—
38,968
—
—
—
—
—
(1) Jens Holstein, James Ryan and Annemarie Hanekamp each joined the Management Board after the allocation of the Management
Board Grant (LTI 2020).
Management Board Grant (LTI 2021)
Number of
Phantom Share
Options
Prof. Ugur
Sahin, M.D.
Jens
Holstein
Sean
Marett(2)
Sierk
Poetting,
Ph.D.
Ryan
Richardson
James Ryan,
Ph.D.(1)
Prof. Özlem
Türeci, M.D.
Annemarie
Hanekamp(1)
As of December
31, 2023
17,780
6,463
7,112
7,112
6,163
—
7,112
—
Exercised
—
—
—
—
—
—
—
—
Forfeited
—
—
(1,778)
—
—
—
—
—
As of December
31, 2024
17,780
6,463
5,334
7,112
6,163
—
7,112
—
(1) James Ryan and Annemarie Hanekamp each joined the Management Board after the allocation of the Management Board Grant
(LTI 2021).
(2) Upon Sean Marett’s resignation from the Management Board with effect as of June 30, 2024, his options which have not already
vested immediately forfeited. As part of his retirement, he and the Supervisory Board entered into a separation agreement, details
of which are outlined in section 5.11.
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Compensation During the Year Ended December 31, 2024 184
Management Board Grant (LTI 2022)
Number of
Phantom Share
Options
Prof. Ugur
Sahin, M.D.
Jens
Holstein
Sean
Marett(2)
Sierk
Poetting,
Ph.D.
Ryan
Richardson
James Ryan,
Ph.D.(1)
Prof. Özlem
Türeci, M.D.
Annemarie
Hanekamp(1)
As of December
31, 2023
19,997
14,664
14,664
14,664
7,465
—
14,664
—
Exercised
—
—
—
—
—
—
—
—
Forfeited
—
—
(7,332)
—
—
—
—
—
As of December
31, 2024
19,997
14,664
7,332
14,664
7,465
—
14,664
—
(1) James Ryan and Annemarie Hanekamp each joined the Management Board after the allocation of the Management Board Grant
(LTI 2022).
(2) Upon Sean Marett’s resignation from the Management Board with effect as of June 30, 2024, his options which have not already
vested immediately forfeited. As part of his retirement, he and the Supervisory Board entered into a separation agreement, details
of which are outlined in section5.11.
Management Board Grant (LTI 2023)
Number of Share
Options
Prof. Ugur
Sahin, M.D.
Jens
Holstein
Sean
Marett(2)
Sierk
Poetting,
Ph.D.
Ryan
Richardson
James Ryan,
Ph.D.(1)
Prof. Özlem
Türeci, M.D.
Annemarie
Hanekamp(1)
As of December
31, 2023
38,506
18,416
18,416
18,416
18,416
—
18,416
—
Exercised
—
—
—
—
—
—
—
—
Forfeited
—
—
(13,812)
—
—
—
—
—
As of December
31, 2024
38,506
18,416
4,604
4,604
18,416
—
18,416
—
(1) James Ryan and Annemarie Hanekamp each joined the Management Board after the allocation of the Management Board Grant
(LTI 2023).
(2) Upon Sean Marett’s resignation from the Management Board with effect as of June 30, 2024, his options which have not already
vested immediately forfeited. As part of his retirement, he and the Supervisory Board entered into a separation agreement, details
of which are outlined in section5.11.
Management Board Grant (LTI 2024)
Number of Share
Options
Prof. Ugur
Sahin, M.D.
Jens
Holstein
Sean
Marett(2)
Sierk
Poetting,
Ph.D.
Ryan
Richardson
James Ryan,
Ph.D.
Prof. Özlem
Türeci, M.D.
Annemarie
Hanekamp(1)
As of December
31, 2023
—
—
—
—
—
—
—
—
Allocated
53,233
25,459
12,729
25,459
25,459
25,459
25,459
—
Exercised
—
—
—
—
—
—
—
—
Forfeited
—
—
(12,729)
—
—
—
—
—
As of December
31, 2024
53,233
25,459
—
25,459
25,459
25,459
25,459
—
(1) Annemarie Hanekamp joined the Management Board after the allocation of the Management Board Grant (LTI 2024) and will
participate in the applicable LTI plan as in force starting January 1, 2025. For the period from July 1, 2024, to December 31, 2024,
she received a pro rata LTI grant of €275,000 (reflects 50% of the annual target value) that will be made in shares or as a cash
payment in 2025.
(2) Upon Sean Marett’s resignation from the Management Board with effect as of June 30, 2024, his options which have not already
vested immediately forfeited. As part of his retirement, he and the Supervisory Board entered into a separation agreement, details
of which are outlined in section5.11.
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BioNTech | Annual Report 2024
Compensation During the Year Ended December 31, 2024 185
The following is a presentation of the one-time programs applicable to the Management Board that
were approved prior to the adoption of the compensation system during the year ended December 31,
2021:
Chief Executive Officer Grant (CEO Grant 2019)
In September 2019, we granted Prof. Ugur Sahin, M.D., an option to purchase 4,374,963 of our shares
under the ESOP 2017/2019 program. All of these option rights vested and became exercisable in
2023, and were exercised on August 9, 2024, with an exercise price for each option of €13.74 ($15.00)
calculated using the foreign exchange rate published by the German Central Bank (Deutsche
Bundesbank) on the day before the exercise date and by applying the effective exercise cap and the
maximum cap mechanism as disclosed above. The closing price of one ADS on Nasdaq on the
settlement date converted from U.S. Dollars to Euro using the exchange rate published by the
German Central Bank (Deutsche Bundesbank) on the same day was €73.68 and led to an intrinsic
value of the exercised options of €259.5 million.
In August 2024, the Supervisory Board determined that the award would be settled 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
and church tax, if applicable) and social security contributions resulting from the exercise. The
applicable taxes and social security contributions resulting from and withheld upon the exercise
amounted to €123.2 million and were paid by us in September 2024 in cash directly to the respective
authorities. The settlement mechanism decision changed neither the rights nor the classification of
the grant as equity-settled. As a result of the settlement, no additional share-based payments under
IFRS 2 were recorded during the year ended December 31, 2024.
5.7 Compensation Granted and Owed During the Year Ended December 31, 2024
The total compensation granted or owed according to Section 162 Paragraph 1 AktG to all members
of the Management Board for the years ended December 31, 2024 and 2023, is presented in the table
below. Compensation 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. In this Report, when the preceding
definition applies, 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 presentation. 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 components 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.
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BioNTech | Annual Report 2024
Compensation During the Year Ended December 31, 2024 186
During the year ended December 31, 2023, the options granted under the CEO Grant 2019 vested and
became exercisable. These options were fully exercised in the year ended December 31, 2024. During
the year ended December 31, 2024, the options granted under LTI 2020 program vested and were
almost entirely exercised (Sean Marett has not exercised his 38,968 options granted under the LTI
2020 program). During the exercise period, the options rights remain subject to performance
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
2024, this principle applied to the option rights granted under the ESOP 2018 Program, CEO Grant
2019 and LTI 2020 Program as a result of their exercise and settlement.
The amounts shown as share-based payments (including long-term incentives) 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, CEO Grant 2019 and LTI 2020 Programs, designed in line with market standards,
comprised provisions as outlined in section 5.6 above that included effective exercise price cap and
maximum cap mechanisms. Although those cap mechanisms were applied, our unique and
outstanding share price development between the time of grant and settlement, led to extraordinarily
high amounts, as shown below. The share price was driven by our extraordinary revenues and net
profit increases. While unprecedented and driven by the COVID-19 pandemic, these developments
were also largely attributable to the exceptional performance and contribution of the Management
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
ADSs. The members of the Management Board have mainly retained most of the shares resulting
from the after-tax settlement and therefore hold an important stake in our Company’s future.
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BioNTech | Annual Report 2024
Compensation During the Year Ended December 31, 2024
187
in thousands €
Prof. Ugur
Sahin, M.D.
Jens
Holstein
Sean
Marett(10)
Sierk
Poetting,
Ph.D.
Ryan
Richardson
James Ryan,
Ph.D.(2)
Prof. Özlem
Türeci, M.D.
Annemarie
Hanekamp
Fixed
compensation(1)
2024
700
550
275
550
550
550
550
275(11)
2023
700
550
550
550
550
183
550
—
Fringe benefits(3)
2024
5
5
15
19
27
109
—
64
2023
6
5
12
5
26
—
—
—
Short-term
incentive – first
installment(4)
2024
130
111
150(14)
111
111
111
111
69(12)
2023
158
135
135
135
135
45
135
—
Short-term
incentive –
second
installment(5)
2024
130
111
—(14)
111
111
111
111
69(12)
2023
158
135
135
135
135
45
135
—
Other variable
compensation
2024
—
—
—
—
—
—
—
1,250(13)
2023
—
600(7)
—
—
—
180(6)
—
—
Share-based
payments (incl.
long-term
incentive)(8)
2024
Management
Board Grant - LTI
4,386
—
—
1,774
1,785
—
1,754
—
CEO Grant 2019
259,531
—
—
—
—
—
—
—
2023
ESOP 2018(9)
—
—
19,289
—
—
—
—
—
Total
2024
264,882
777
440
2,565
2,584
881
2,526
1,727
2023
1,022
1,425
20,121
825
846
453
820
—
(1) For James Ryan, a part of the fixed compensation was paid by BioNTech UK Limited, a subsidiary of BioNTech SE. Approximately
30% of his total compensation is attributable to his position as a member of the Management Board and approximately 70% is
attributable to his position as a director of BioNTech UK Limited.
(2) James Ryan’s compensation for the year ended December 31, 2023 was granted on a pro rata basis starting as of his appointment
to the Management Board on September 1, 2023.
(3) Includes social security, health and additional insurance, company bike and travel expenses. Other fringe benefits which are
integral to the performance of business duties, such as costs for security services, are not included in the amount.
(4) The STI in a given year is always paid out in two installments over two years. The first STI installment for the year ended
December 31, 2024, will be paid out in April 2025, the month after the approval of the 2024 consolidated financial statements.
This installment was considered granted and owed in 2024, the year in which the activity to which the compensation relates was
performed. The first STI installment for the year ended December 31, 2023, was considered granted and owed in 2023 and was
paid out in April 2024.
(5) The second STI installment for the year ended December 31, 2024, was also considered granted and owed in 2024, as the
Management Board had already completed the activity to which it relates. It will be paid out in February 2026 (subject to an
adjustment due to the share-price development). The second STI installment for the year ended December 31, 2023, was
considered granted and owed in 2023 and was paid out in February 2025 with adjustments due to the share-price development.
The amounts ultimately paid were as follows: Ugur Sahin €183 thousand, Jens Holstein €157 thousand, Sean Marett
€157 thousand, Sierk Poetting €157 thousand, Ryan Richardson €157 thousand, James Ryan €52 thousand and Özlem Türeci
€157 thousand.
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BioNTech | Annual Report 2024
Compensation During the Year Ended December 31, 2024 188
(6) During the year ended December 31, 2023, James Ryan received a one-time signing cash payment of €180,000 as part of his
appointment to the Management Board. The one-time signing cash payment provided compensation in lieu of participation in the
LTI 2023 program, as the awards were allocated before his appointment and a pro rata allocation for 2023 would not have been
permitted under the AGM authorizations then in force. Under those authorizations, which were modified by the May 17, 2024
AGM, ESOPs could only be issued within the first six months of each calendar year. To further strengthen his commitment to the
Company, James Ryan used £50,000 (net of costs and expenses) to purchase BioNTech shares during the year ended
December 31, 2024.
(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,
of which €150,000 (net of costs and expenses) was used to purchase 1,620 BioNTech shares during the year ended December
31, 2023.
(8) Explanations of our share-based payment arrangements are given in section 5.6 and include the LTI arrangements, 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 2024, this principle applied to the option rights granted under the ESOP
2018 Program, CEO Grant 2019 and LTI 2020 Program as a result of their exercise and settlement.
(9) The amount shown is related to the option rights granted one-time under the ESOP 2018 Program. The table shows the implied
market value calculated using the closing price of an ADS of BioNTech on Nasdaq on the last day preceding the exercise date
converted from USD to Euro using the exchange rate published by the German Central Bank (Deutsche Bundesbank) on the
same day, as well as applying the effective exercise price and maximum cap mechanism. The implied market value may vary from
the benefit in kind. They are not to be seen as cash payments to the Management Board, as the exercise was settled by delivering
ADSs.
(10) Sean Marett’s compensation for the year ended December 31, 2024, was granted on a pro rata basis through his retirement with
effect as of June 30, 2024.
(11) Annemarie Hanekamp was appointed to the Management Board as Chief Commercial Officer (CCO) with effect as of July 1, 2024.
Her compensation for the year ended December 31, 2024, was granted on a pro-rata basis.
(12) For the year ended December 31, 2024, Annemarie Hanekamp was granted a guaranteed pro rata bonus in the amount of 50% of
the maximum amount, i.e., €137,500. The first half of the corresponding net amount is to be paid out in April 2024 and the second
half in January 2026, irrespective of the share price performance.
(13) The Supervisory Board granted Annemarie Hanekamp a one-time signing bonus of €1,750,000 as of her appointment. Out of this
amount, €1,250,000 was paid as a cash bonus in July 2024. The remainder of €500,000 will be granted in shares (and considered
owed) in July 2028 or, at the earliest possible date after a potential blackout period, provided she is still a Management Board
Member on June 30, 2028.
(14) For the year ended December 31, 2024, Sean Marett was granted a guaranteed pro rata bonus in the amount of 100% of the
maximum amount pursuant to his separation agreement, that was paid out in June 2024. For further information, see section 5.11.
5.8 Malus and Clawback Provisions for Variable Compensation
If a Management Board member commits a serious breach of their statutory duties, internal corporate
conduct guidelines or due diligence in the management of the Company (malus), the Company may
reduce, cancel in full or recover the amount paid out under STI or LTI for the period in which the
breach falls. There is a five-year limitation period for reclaiming in full or in part the STI or LTI for a
particular period.
The members of the Management Board are also required to repay the STI and LTI if it established
that the calculation basis underlying the claim to the variable remuneration (e.g. audited and approved
consolidated financial statements) was objectively incorrect and no or a lesser claim to variable
remuneration would have arisen on the basis of the corrected calculation. The entitlement to
repayment exists if the service relationship with the Management Board member has already ended
at the time the claim for repayment is due. The amount of the repayment shall be the difference
between the STI and/or LTI and the variable remuneration that should have been paid out based on
the corrected basis of calculation.
On November 29, 2023, the Company adopted a clawback policy, with effect as of October 2, 2023,
to comply with new requirements implemented by the U.S. Securities and Exchange Commission and
the Nasdaq Stock Exchange for companies listed in the United States, which also applies to foreign
private issuers, such as the Company. The clawback policy requires the Supervisory Board to recover
incentive-based compensation from current and former Management Board members if there is a
restatement of the Company’s financial statements due to material non-compliance with financial
reporting requirements under U.S. securities laws that impacts the calculation of incentive based
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BioNTech | Annual Report 2024
Compensation During the Year Ended December 31, 2024 189
compensation paid out in the three years prior to the restatement. Payments can be recovered even if
there was no misconduct or failure of oversight on the part of an individual Management Board
member.
For the year ended December 31, 2024, the Supervisory Board did not make use of the malus and
claw-back provisions.
5.9 Termination of Service of a Management Board Member
If a Management Board member’s service Agreement is terminated before the end of the agreed
term, any outstanding variable remuneration components attributable to the period up to the
termination date are granted in accordance with the agreed targets and due dates in the service
agreement and pro rata temporis if the termination occurs during the course of a financial year (with
the agreed targets being reduced pro rata accordingly).
As per the recommendations of the DGCK, if the service agreement is terminated or terminated early,
any payments made to the Management member on termination shall not exceed two years'
compensation.
During the year ended December 31, 2024, as part of Sean Marett’s retirement from the Management
Board, he and the Supervisory Board agreed to mutually terminate his service agreement with effect
as of July 1, 2024. Payments and compensation entitlements granted to him subsequently to his
termination and thus as a former Management Board member are reported separately for the sake of
transparency, and are shown and explained in section 5.11.
5.10 Change of Control and Non-Competition Clauses
The Management Board members’ service agreements do not include provisions in the event of a
change of control.
During the term of the service agreement, the prohibition against competition in Section 88 AktG
applies to the Management Board Member. In addition, the Management Board member shall not
directly nor indirectly hold an interest in companies, which compete with the Company or with which
the Company maintains business relations, unless the Supervisory Board has granted its prior written
consent. The service agreements do not contain post-contractual non-competition clauses.
5.11 Compensation of Former Management Board Members
Sean Marett left the Management Board by mutual agreement with effect as of June 30, 2024. The
compensation entitlements earned until his departure date are contained in the tables for
Management Board members in the sections above. The payments and compensation entitlements
granted to him subsequently to his termination and thus as a former Management Board member are
reported separately for the sake of transparency, and are shown and explained in this section.
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BioNTech | Annual Report 2024
Compensation During the Year Ended December 31, 2024 190
Pursuant to Sean Marett’s separation agreement, the following payments apply in connection with his
early termination:
– a severance payment of €275,000 payable in monthly installments equivalent to the annual base
fixed salary for the remainder of his original term of appointment until December 31, 2024;
– an additional payment of €39,000 in respect of the 2024 STI to compensate him for the difference
between the 2024 target achievement of Management Board members of 74% under section 5.3
and his guaranteed pro rata STI bonus in the amount of 100% of his maximum amount pursuant to
his separation agreement; and
– a grant of 5,760 phantom options representing one-quarter of the 2024 LTI award, which are
subject to the same conditions and waiting period that apply to the 2024 LTI awards granted to the
Management Board; all previous granted option rights will be dealt with in accordance with the LTI
terms.
In addition, to ensure a smooth transition of services, Sean Marett entered into a 12-month
consultancy agreement with the Company on July 1, 2024, resulting in a compensation of €477,030
during the year ended December 31, 2024.
The following table discloses the compensation of former Management Board members during the
year ended December 31, 2024:
in thousands €
Severance
2024 STI
Consultancy
Agreement
Total
Sean Marett
(retired with effect as of 6/30/2024)
275.0
39.0(1)
477.0
791.0
(1) Payment is already reflected in table summarizing the overall target achievement and the resulting annual bonus payout amount
per Management Board member in section 5.3 and in the table summarizing the compensation granted and owed in section 5.7,
both during the year ended December 31, 2024.
The following table discloses the options allocated to former Management Board members during
year ended December 31, 2024, as described above, which are outstanding as of December 31, 2024:
Grant Date /
Allocation
Date
Number of Ordinary
Shares Underlying
Share Options /
Number of Phantom
Share Options
Option
Exercise
Price (€)(2)
Earliest
Option
Exercise
Date(3)
Option
Expiration
Date
Sean Marett
(retired with effect as of 6/30/2024)
8/26/2024(1)
5,760
75.91
8/26/2028
8/26/2034
As per Separation
Agreement
(1) Options vest in four equal installments on August 26 of 2025, 2026, 2027 and 2028. The options will not become exercisable
before the expiry of the waiting period on August 26, 2028, and can only be exercised during defined exercise windows.
(2) All options are subject to an effective exercise price cap. This 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. For the phantom share options
issued under the separation agreement, the maximum compensation that Sean Marett is entitled to receive, together with other
compensation components received in the respective grant year, shall not exceed €10.0 million.
(3) Indicates the end of the respective waiting periods. Additional restrictions with respect to exercise windows may apply.
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Compensation During the Year Ended December 31, 2024
191
D. Compensation of Supervisory Board
Members
The compensation of our Supervisory Board reflects the duties, time commitment and demands of
the role, the Company’s market position, the need to be able to attract suitably qualified candidates
and is designed to promote the Company’s long-term development and business strategy.
Under article 9 of the Company’s Articles of Association, our Supervisory Board receives 100% fixed
compensation. All members of the Supervisory Board are also reimbursed for their expenses.
The previous Compensation System 2021/2022 was approved by the AGM on June 1, 2022, by a
majority of 99.94% of votes cast, and was in effect until August 30, 2024. Until August 30, 2024, each
member of the Supervisory Board received annual base compensation of €70,000 (the Chair and
Vice Chair received €210,000 and €105,000, respectively). The Chair of the Audit Committee
received an additional €30,000 per year. Other committee Chairs each received an additional
€15,000 per year. Each ordinary committee member received an additional €5,000 per committee.
As of August 30, 2024, the members of the Supervisory Board receive annual base compensation of
€120,000 (the Chair and Vice Chair receive €360,000 and €180,000, respectively). The Chair of the
Audit Committee receives an additional €50,000 per year. Other committee Chairs each receive an
additional €30,000 per year. Each ordinary committee member receives an additional €10,000 per
committee.
Compensation is provided on a pro rata basis for individuals who are members of the Supervisory
Board or a committee for part of the financial year. In 2023, this applied to Christoph Huber, who left
as of our AGM on May 23, 2023, and Nicola Blackwood, who joined on the same date. Pro rata
compensation was also paid to members of the Product Committee, which was established on
October 1, 2023.
Compensation for the years ended December 31, 2024 and 2023, was paid out during December
2024 and December 2023, respectively. Compensation is considered owed and granted in the
financial year in which the member performs services.
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Compensation of Supervisory Board Members
192
The compensation granted and owed to our Supervisory Board members during the years ended
December 31, 2024 and 2023, is presented in the following table:
in thousands €
Helmut
Jeggle
Ulrich
Wandschneider,
Ph.D.
Baroness
Nicola
Blackwood(1)
Prof.
Christoph
Huber, M.D.(2)
Prof. Anja
Morawietz,
Ph.D.
Michael
Motschmann
Prof. Rudolf
Staudigl,
Ph.D.
Chair
Vice Chair
Base Compensation
2024
261
130
87
—
87
87
87
2023
210
105
42
28
70
70
70
Committee
Compensation
2024
27
27
13
—
43
13
27
2023
16
9
4
2
35
10
20
Total
2024
288
157
100
—
130
100
114
2023
226
114
46
30
105
80
90
(1) Nicola Blackwood was appointed to the Supervisory Board by the AGM on May 25, 2023.
(2) Christoph Huber retired from the Supervisory Board on May 25, 2023.
BioNTech also covers any value-added tax applicable to compensation or expense reimbursement.
Supervisory Board members are included in our D&O liability insurance and are co-insured at our
expense.
Our Supervisory Board’s current terms will end as of the AGM during the years set forth below:
– Helmut Jeggle: 2026
– Ulrich Wandschneider: 2027
– Nicola Blackwood: 2027
– Anja Morawietz: 2026
– Michael Motschmann: 2027
– Rudolf Staudigl: 2026
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Compensation of Supervisory Board Members 193
E. Information on the Relative Development of
the Compensation of the Management Board,
the Compensation of 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 Section 162 Paragraph 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 compensation our Supervisory and Management
Board members is not considered meaningful.
The compensation of our members of the Management Board significantly changed comparing the
2024 to 2023 and 2023 to 2022 financial years, mainly as the options granted one-time under the
CEO Grant 2019 and ESOP 2018 were exercised mostly in 2024 and 2022 and the options granted
under the LTI 2020 program vested and became exercisable and were almost entirely exercised in
2024 (Sean Marett has not exercised his 38,968 options granted under the LTI 2020 program). The
definition of granted and owed applies to the option rights granted under the ESOP 2018, CEO Grant
2019 and LTI 2020 Program, as they were mainly exercised and settled in those years ended
December 31, 2024, and December 31, 2022. As outlined in section 5.7, the compensation is based on
the implied market value at the time the options are considered granted and owed in terms of Section
162 AktG. Our unique and outstanding share price development between the time of grant and
settlement, led to extraordinarily high amounts. Therefore, the development of the compensation 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 number of full-time equivalent employees at the beginning and end of the
respective period divided by two. The number of full-time equivalent employees employed by the
Group increased from 3,082 as of December 31, 2021, to 4,530 as of December 31, 2022, to 6,133 as
of December 31, 2023, and to 6,772 as of December 31, 2024.
In order to be in line with the compensation of the Management Board members, the presentation of
the workforce compensation also corresponds in principle to the granted and owed compensation
within the meaning of Section 162 Paragraph 1 Sentence 1 AktG and is shown with and without share-
based payment compensation. The compensation comprises the total expenses for wages, benefits
and social security contributions. 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
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COMPENSATION REPORT
FURTHER INFORMATION
BioNTech | Annual Report 2024
Information on the Relative Development of the Compensation of the Management Board, the
Compensation of Employees and the Development of the Company’s Earnings 194
years ended December 31, 2024, 2023 and 2022, (which applies to options exercised from the ESOP
2018 Program and the settlement of the LTI 2020 Program and the LTI-plus Program). The share-
based payment compensation from the ESOP 2018 Program 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 converted from USD to Euro using the exchange rate published by the
German Central Bank (Deutsche Bundesbank) on the relevant days and using the lowest share price
on a German stock exchange on the respective exercise dates. The share-based payment
compensation for LTI-plus Program and LTI 2020 Program was calculated using the lowest share
price on a German stock exchange on December 13, 2024, (day preceding the LTI 2020 settlement
day) and December 14, 2020, (day preceding the LTI-plus settlement day). The implied market values
may vary from the benefit in kind.
The compensation of the workforce significantly changed comparing the year-on-year development
between the 2020 and 2024 financial years, as the option rights and restricted stock units granted
one-time under the ESOP 2018 Program and LTI employee programs were considered granted and
owed mainly during the years ended December 31, 2022, and December 31, 2024. Considering the
compensation of the workforce without the share-based payment consideration, the change over the
years was impacted by bonus payments 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 2024, the average per head target compensation of the Management Board amounted to seven-
times the average per head target compensation of all BioNTech employees (excluding the
Management Board) in 2024.
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Information on the Relative Development of the Compensation of the Management Board, the
Compensation of Employees and the Development of the Company’s Earnings 195
in %
Change 2024
vs. 2023
Change 2023
vs. 2022
Change 2022
vs. 2021
Change 2021
vs. 2020
Management Board
Prof. Ugur Sahin, M.D.
n.m.(4)
n.m.(4)
n.m.(4)
—
Jens Holstein(5)
(45)
75
n.m.(5)
—
Sean Marett(12)
—
n.m.(4)
n.m.(4)
2
Sierk Poetting, Ph.D.
211
n.m.(4)
n.m.(4)
2
Ryan Richardson
205
n.m.(4)
n.m.(4)
2
James Ryan, Ph.D.(7)
n.m.
—
—
—
Prof. Özlem Türeci, M.D.
208
n.m.(4)
n.m.(4)
(1)
Annemarie Hanekamp(13)
—
—
—
—
Supervisory Board
Helmut Jeggle
27
—
24
21
Ulrich Wandschneider, Ph.D.
38
(19)
25
18
Baroness Nicola Blackwood(1)
n.m.
—
—
—
Prof. Christoph Huber, M.D.(6)
—
n.m.
36
18
Prof. Anja Morawietz, Ph.D.(11)
24
n.m.
—
—
Michael Motschmann
25
(16)
51
26
Prof. Rudolf Staudigl, Ph.D.(11)
27
n.m.
—
—
Earnings indicators
Revenues from contracts with customers (IFRS
BioNTech Group)
(28)
n.m.(8)
(9)
n.m.(8)
Operating profit / (loss) (IFRS BioNTech Group)
(290)
n.m.(9)
(17)
n.m.(9)
Net profit / (loss) (HGB BioNTech SE)
(241)
n.m.(10)
(20)
n.m.(10)
Compensation of the workforce(2)
Total workforce compensation
10
(67)
272
17
Total workforce compensation excl. share-based
payments
11
(5)
35
5
(1) Nicola Blackwood was appointed to the Supervisory Board as of May 23, 2023. Therefore, a comparison with the partial prior year
is not meaningful (comparing the 2024 and 2023 financial years) or not possible (comparing financial years prior to her
appointment in 2023).
(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 arrangements, which are considered granted and owed.
Considering the compensation of the workforce without the share-based payment consideration, the change over the years was
impacted by bonus payments 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 to 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. The average employee compensation is calculated using the number of full-time equivalent employees
at the beginning and end of the respective period divided by two.
(3) n.m. = not meaningful.
(4) The compensation of our members of the Management Board significantly changed comparing the 2024 to 2023 and 2023 to
2022 financial years, mainly as the options granted one-time under the CEO Grant 2019 and ESOP 2018 were exercised mostly in
2024 and 2022 and the options granted under the LTI 2020 program vested and became exercisable and were almost entirely
exercised in 2024 (Sean Marett has not exercised his 38,968 options granted under the LTI 2020 program). The definition of
granted and owed applies to the option rights granted under the ESOP 2018, CEO Grant 2019 and LTI 2020 Program, as they
were mainly exercised and settled in those years ended December 31, 2024, and December 31, 2022. As outlined in section 5.7,
the compensation is based on the implied market value at the time the options are considered granted and owed in terms of
Section 162 AktG and, our unique and outstanding share price development between the time of grant and settlement, led to
extraordinarily 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). For
the changes in % between the 2024 and 2023 financial year, the compensation of the Management Board is the following: Ugur
Sahin 25,818.
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Information on the Relative Development of the Compensation of the Management Board, the
Compensation of Employees and the Development of the Company’s Earnings 196
(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 partial prior year is not
meaningful (comparing the 2022 and 2021 financial years) or not possible (comparing financial years prior to his appointment in
2021).
(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 prior year is not meaningful
(comparing the 2023 and 2022 financial years) or not possible (comparing the 2024 and 2023 financial years).
(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 partial prior year is not
meaningful (comparing the 2024 and 2023 financial years) or not possible (comparing financial years prior to his appointment in
2023).
(8) Revenues changed significantly from €482,3 million during the year ended December 31, 2020, to €18,976.7 million during the
year ended December 31, 2021, to €17,310.6 million in the year ended December 31, 2022, to €3,819.0 million during the year
ended December 31, 2023, and to €2,751.1 million during the year ended December 31, 2024.
(9) Operating profit / (loss) changed significantly from an operating loss of €82,4 million in the year ended December 31, 2020, to an
operating profit of €15,283.8 million during the year ended December 31, 2021, to an operating profit of €12,642.7 million during
the year ended December 31, 2022, to an operating profit of €690.4 million during the year ended December 31, 2023, and to an
operating loss of €1,314.3 million during the year ended December 31, 2024.
(10) Net profit / (loss) (HGB) changed significantly from a €128.4 million net loss during the year ended December 31, 2020, to
€10,777.6 million net profit during the year ended December 31, 2021, to €8,626.0 million net profit during the year ended
December 31, 2022, to €799.5 million net profit during the year ended December 31, 2023, and to €1,128.5 million net loss during
the year ended December 31, 2024. The information on net income (HGB) is not representative for the Group but is considered to
be a key earning indicator in terms of Section 162 Paragraph 1 No. 2 AktG.
(11) Anja Morawietz and Rudolf Staudigl were appointed to the Supervisory Board as of June 1, 2022. Their compensation for the year
ended December 31, 2022, was granted on a pro-rata basis. Therefore, a comparison with the partial year period is not meaningful
(comparing the 2023 and 2022 financial years) or not possible (comparing financial years prior to their appointment in 2022).
(12) Sean Marett retired as planned from the Management Board as of July 1, 2024. Therefore, a comparison with the partial year
period is not meaningful (comparing the 2024 and 2023 financial years).
(13) Annemarie Hanekamp was appointed to the Management Board as Chief Commercial Officer (CCO) as of July 1, 2024. Her
compensation for the year ended December 31, 2024, was granted on a pro-rata basis. Therefore, a comparison of her
compensation prior to her appointment is not possible.
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Information on the Relative Development of the Compensation of the Management Board, the
Compensation of Employees and the Development of the Company’s Earnings
197
F. Conclusion on Compensation System for the
Year Ended December 31, 2024
The year ended December 31, 2024, marked significant strides towards building a global
immunotherapy company. With the end of the global COVID-19 pandemic, BioNTech is once again
focusing on the core area of developing investigational cancer therapies. We have built up a broad
proprietary pipeline in oncology which contains candidates that, if approved, we aim to successfully
commercialize in the coming years.
In our ongoing commitment to ensure appropriate compensation based on task complexity and
market standards, to attract and retain top talent, and to promote the sustainable and long-term
development of the Company, the Supervisory Board proposed, and a large majority of shareholders
at the 2024 AGM adopted, the new Compensation System 2024 for both the Supervisory Board and
the Management Board. The changes to the Supervisory Board’s compensation took effect on a pro
rata basis upon the entry of the revised Articles of Association in our Commercial Register on August
30, 2024.
For Management Board members, the new compensation system is effective as of January 1, 2025.
BioNTech has concluded new service agreements with the Management Board (also effective as of
January 1, 2025) to reflect the new compensation system. The most important changes to the
Management Board’s compensation involve increasing the weighting of the long-term remuneration
component (LTI) from around 40% to around 70% of total remuneration, significantly raising the
performance hurdles for share options and performance share units granted in the future and
introducing a share ownership guideline that requires holding a minimum number of BioNTech shares.
The Supervisory Board is convinced that these changes are the right and appropriate measures to
achieve BioNTech's strategy. The Supervisory Board is also aware of the importance of short-term
performance targets (STI) as a core driver for future growth. A balanced framework of short-term
corporate targets, which are adjusted annually, is intended to help achieve the long-term growth
target, which is made up of operational and financial targets, share price performance, business and
product development milestones, including regulatory milestones, and ESG targets. Finding a
balanced combination of remuneration elements (LTI, STI and fixed remuneration) with regard to
constantly arising new requirements and challenges, which must be in the interests of the company
and our shareholders, is an ongoing process. We believe that our compensation structure strikes the
right balance between responsible stewardship of company resources, attracting and retaining the
best managerial talent in a highly competitive international market, and maintaining the values that
have not only animated our past successes but position us well for the future.
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Conclusion on Compensation System for the Year Ended December 31, 2024 198
Finally, we were pleased to welcome Annemarie Hanekamp as our new Chief Commercial Officer on
July 1, 2024, following the retirement of Sean Marett. To ensure a smooth transition of services, Sean
Marett entered into a 12-month consultancy agreement with the Company on July 1, 2024.
Annemarie's leadership in driving and executing our global commercialization strategy is pivotal for
leveraging BioNTech’s full potential as a vertically integrated biopharmaceutical Company.
Mainz, March 7, 2025
BioNTech SE
For the Management Board
Prof. Ugur Sahin, M.D.
Jens Holstein
Chief Executive Officer
Chief Financial Officer
For the Supervisory Board
Helmut Jeggle
Prof. Rudolf Staudigl, Ph.D.
Chair of the Supervisory Board
Chair of the Compensation, Nominating and
Corporate Governance Committee
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Independent Auditor's Report
201
Report of the Independent Auditor on the Audit of
the Compensation Report Pursuant to Sec. 162 (3)
AktG
206
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200
5
FURTHER
INFORMATION
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 statement of financial position as at December 31,
2024, and the consolidated statement of profit or loss, consolidated statement of comprehensive
income, consolidated statement of cash flows and consolidated statement of changes in
stockholders’ equity for the financial year from January 1 to December 31, 2024, and notes to the
consolidated financial statements, including material accounting policy information. In addition, we
have audited the group management report of BioNTech SE, which is combined with the
management report of the Company, for the financial year from January 1 to December 31, 2024. In
accordance with the German legal requirements, we have not audited the content of the corporate
governance declaration pursuant to Sec. 315d HGB [“Handelsgesetzbuch”: German Commercial
Code] included in section 5 of the group management report. In addition, we have not audited the
content of the disclosures contained in sections 4.2.3 and 4.2.4 based on recommendation A.5 of the
German Corporate Governance Code (GCGC 2022) or the non-financial report contained in section 7
of the group management report, which relate to disclosures extraneous to management reports.
Disclosures extraneous to group management reports are such disclosures that are not required
pursuant to Secs. 315, 315a HGB or Secs. 315b to 315d HGB or German Accounting Standard (GAS)
20.
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 IFRS
Accounting Standards as issued by the International Accounting Standards Board (IASB) (IFRS
Accounting Standards) and 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 financial position of the Group as
at December 31, 2024 and of its financial performance for the financial year from January 1 to
December 31, 2024, 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 appropriately
presents the opportunities and risks of future development. We do not express an opinion on the
corporate governance declaration referred to above or on sections 4.2.3, 4.2.4 and 7 of the group
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 consolidated financial statements and of the group
management report.
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Independent Auditor's Report 201
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 [Institute
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
requirements. 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.
Other information
The Supervisory Board is responsible for the Report of the Supervisory Board. 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 corporate governance declaration pursuant to Sec. 315d HGB, and for the compensation
report pursuant to Sec. 162 AktG. In all other respects, the executive directors are responsible for the
other information. The other information comprises the aforementioned corporate governance
declaration and the aforementioned disclosures extraneous to management reports contained in
sections 4.2.3, 4.2.4 and 7 of the group management report. The other information also comprises
additional parts to be included in the annual report, of which we obtained a copy prior to issuing the
auditor’s report, in particular:
– The Sustainability Report
– The Report of the Supervisory Board pursuant to Sec. 171 (2) AktG
– The Compensation Report
but not the consolidated financial statements, not the group management report disclosures whose
content is audited and not our auditor’s report thereon.
In addition, the other information comprises additional parts intended for the annual report, which we
expect to be provided with after the auditor’s report has been issued, in particular:
– The Letter from the Management Board to the shareholders
– The multi-year overview of business development
Our opinions on the consolidated financial statements and on the group management report do not
cover the other information, and consequently we do not express an opinion or any other form of
assurance conclusion thereon.
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Independent Auditor's Report 202
In connection with our audit, our responsibility is to read the other information 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 material 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 consolidated financial statements
that comply, in all material respects, with the IFRS Accounting Standards 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 position and financial performance of the Group. In
addition, the executive directors 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., fraudulent financial reporting and misappropriation of assets)
or error.
In preparing the consolidated financial statements, the executive directors are responsible for
assessing the Group’s ability to continue as a going concern. They also have the responsibility for
disclosing, as applicable, 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.
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 statements 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 misstatement, whether due to fraud or error, and
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whether the group management 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 opportunities 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 compliance 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 consolidated 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, misrepresentations, 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 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 the Group’s internal control and of such
arrangements and measures.
– 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 evidence 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.
– Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements present the
underlying transactions and events in a manner that the consolidated financial statements give a
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true and fair view of the assets, liabilities, financial position and financial performance of the Group
in compliance with the IFRS Accounting Standards as adopted by the EU and the additional
requirements of German commercial law pursuant to Sec. 315e (3) in conjunction with (1) HGB.
– Plan and perform the audit of the consolidated financial statements to obtain sufficient appropriate
audit evidence regarding the financial information of the entities or business units within the Group
as a basis for forming opinions on the consolidated financial statements and on the group
management report. We are responsible for the direction, supervision and review of the work
performed for the group audit. We remain solely responsible for our audit opinions.
– Evaluate the consistency of the group management report with the consolidated financial
statements, its conformity with [German] 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 express a separate opinion on the prospective information and on
the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ
materially from the prospective information.
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, March 10, 2025
EY GmbH & Co. KG
Wirtschaftsprüfungsgesellschaft
Schlebusch Weigel
Wirtschaftsprüfer Wirtschaftsprüfer
[German Public Auditor] [German Public Auditor]
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Report of the Independent Auditor on the Audit
of the Compensation Report Pursuant to Sec.
162 (3) AktG
To BioNTech SE
Opinions
We have audited the formal aspects of the remuneration report of BioNTech SE, Mainz, for the
financial year from January 1 to December 31, 2024 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 compensation report.
In our opinion, the disclosures required by Sec. 162 (1) and (2) AktG have been made in the
accompanying compensation report in all material respects. Our opinion does not cover the content
of the compensation report.
Basis for the opinion
We conducted our audit of the compensation 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” section 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 Profession of Wirtschaftsprüfer (German
Public Auditor)] and the BS WP/vBP [“Berufssatzung für Wirtschaftsprüfer/vereidigte Buchprüfer”:
Professional 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
compensation 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 compensation report and the related disclosures 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 compensation report in all material respects and to express an
opinion thereon in a report.
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Report of the Independent Auditor on the Audit of the
Remuneration Report Pursuant to Sec. 162 (3) AktG 206
We planned and performed our audit so as to determine the formal completeness of the
compensation report by comparing the disclosures made in the compensation 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 disclosures or the fair
presentation of the compensation report.
Consideration of misrepresentations
In connection with our audit, our responsibility is to read the compensation report considering the
knowledge obtained in the audit of the financial statements and, in doing so, remain alert for
indications of whether the compensation report contains misrepresentations in relation to the
accuracy of the disclosures, the completeness of the individual disclosures or the fair presentation of
the compensation 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, March 10, 2025
EY GmbH & Co. KG
Wirtschaftsprüfungsgesellschaft
Schlebusch Weigel
Wirtschaftsprüfer Wirtschaftsprüfer
[German Public Auditor] [German Public Auditor]
OVERVIEW
MAGAZINE
COMBINED MANAGEMENT REPORT
GROUP REPORT
COMPENSATION REPORT
FURTHER INFORMATION
BioNTech | Annual Report 2024
Report of the Independent Auditor on the Audit of the
Remuneration Report Pursuant to Sec. 162 (3) AktG 207