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An attractive and competitive incentive program is essential for the recruitment and long-term commitment of highly qualified employees (and eligible members of the Company’s Management Board (Vorstand); for reasons of linguistic simplification, only the term employee is used in the following). BioNTech SE (“BioNTech” or the “Company”) is adopting this 2024 Employee Participation Plan for Employees other than those who are resident in North America (the “Plan”), a long-term remuneration component for employees of BioNTech and its direct and indirect subsidiaries (collectively, the “Group”). Under the Plan, the Company is authorized to grant “Restricted Stock Units” (“RSUs” or “Units” and each a “RSU” or “Unit”) to eligible individuals, which—if certain requirements are met—provide the individual with a right to receive American Depositary Shares (“ADSs”), each representing one ordinary share of the Company with no par value and a nominal amount attributable to each share of €1.00 (the “Shares”), Shares or a cash payment, the amount of which depends on the quoted price on the Nasdaq Global Select Market or successor trading market thereto (“Nasdaq”) of ADSs.

1.1.The Plan shall be administered by the “Administrator”, which shall be the Company’s Management Board (Vorstand), provided that, to the extent permitted by applicable law and the Company’s governing documents, the Company’s Management Board (Vorstand) may delegate any or all of its powers under the Plan to one or more committees or officers of the Company, and further provided that in case RSUs shall be granted to members of the Company’s Management Board (Vorstand) the Company’s Supervisory Board (Aufsichtsrat) shall act as Administrator.

1.2.The Administrator shall have full discretionary authority to grant awards under the Plan, construe and interpret the Plan and any Award Agreements (as defined below); determine all facts necessary to administer the Plan and any Award Agreements; and accelerate the vesting of any RSUs. All decisions by the Administrator shall be made in its discretion, exercised in good faith, and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award.

3.1.Under the Plan, an unlimited number of RSUs may be granted, of which up to an aggregate of 6,700,000 RSUs may provide for settlement in ADSs or Shares. Those ADSs or Shares underlying RSUs that may be settled in ADSs or Shares under either this Plan or the 2020 Employee Equity Plan will become available for future grants under this Plan upon the forfeiture or termination of such RSUs prior to settlement, settlement in cash of such RSUs, if such ADSs or Shares are withheld to cover tax withholding or if such ADSs or Shares are retransferred to the Company following settlement.

Award Agreement shall include provisions, terms and conditions applicable to the award which may include, but are not limited to, the vesting schedule, settlement date, restrictions, payment contingencies and satisfaction of any performance criteria, as the Administrator may deem appropriate, provided that such provisions shall comply with any applicable legal requirements. All of the terms and conditions of an award shall be as set forth in the applicable Award Agreement or in the Plan.

4.1.Except as otherwise specified in an Award Agreement, any death-in-service policy adopted by the Group, this Article 4, or Article 10, upon termination of a Participant’s employment relationship with the Group due to death, Disability (as defined below) or retirement, such Participant shall vest in a Pro-Rata Portion (as defined below) of the RSUs subject to each outstanding Award Agreement as of the date of termination, to the extent such Pro-Rata Portion had not already vested pursuant to the terms of the applicable Award Agreement or pursuant to any death-in-service policy adopted by the Group. Except as otherwise specified in an Award Agreement, this Article 4 or Article 10, upon termination of a Participant’s employment relationship with the Group due to resignation or notice of termination without cause and not during a probation period, such Participant shall retain those RSUs subject to each outstanding Award Agreement as of the date of termination that have already vested pursuant to the terms of the applicable Award Agreement. Except as otherwise specified in an Award Agreement, this Article 4 or Article 10 or as otherwise determined by the Administrator pursuant to Section 1.2, upon termination of a Participant’s employment, any outstanding and unvested RSUs shall be automatically forfeit.

4.2.2.“Pro-Rata Portion” means the amount, rounded down to the nearest whole number, calculated by multiplying the number of RSUs subject to an Award Agreement by a fraction, the numerator of which is the number of complete months from the date of grant (or other specified vesting commencement date) to and including the date of termination, and the denominator of which is the number of complete months in the vesting period.

5.1.Upon satisfaction of any vesting or other applicable conditions to be specified in an applicable Award Agreement (such date being the “Settlement Date”), RSUs shall be settled in cash, ADSs, or Shares, in accordance with Sections 5.2, 5.3, and/or 5.4, as applicable, at the Company’s election in writing to the Participant or other beneficiary pursuant to Section 6.2. An Award Agreement may—but need not—specify that settlement shall only occur in cash, in ADSs, or in Shares. Except as otherwise provided in the applicable Award Agreement, RSUs may be settled in ADSs, Shares, cash or a combination thereof, as will be determined by the Administrator in its sole discretion. Except as otherwise provided in the applicable Award Agreement, the Administrator shall cause cash amounts to be paid, or ADSs or Shares to be transferred, as applicable, within 30 days following the Settlement Date.

5.2.RSUs may be settled by issuance of Shares at an issue price of €1.00 per Share or transfer of Shares of the Company held in treasury. In the case of a settlement under this Section 5.2 by issuance of Shares at an issue price of €1.00 per Share, the number of Shares to be issued shall be the number of vested RSUs plus an additional number of Shares to compensate for the cost of paying the issue price on the vested RSUs (such additional number of Shares to be calculated by reference to the closing sale price of an ADS on Nasdaq on the Settlement Date, rounded down to the nearest whole number).

5.3.RSUs may be settled by issuance of ADSs at an issue price of €1.00 per underlying Share or transfer of ADSs representing treasury shares held by the Company. In the case of a settlement under this Section 5.3 by issuance of ADSs at an issue price of €1.00 per underlying Share, the number of ADSs to be issued shall be the number of vested RSUs plus an additional number of ADSs to compensate for the cost of paying the issue price on the vested RSUs (such number of additional ADSs to be calculated by reference to the closing price of an ADS on Nasdaq on the Settlement Date, rounded down to the nearest whole number).

5.4.RSUs may be settled by payment in the form of cash (a “Cash Settlement”). In the case of a Cash Settlement, the amount payable shall be the value of the ADSs representing treasury shares held by the Company that would be transferred pursuant to Section 5.3 in absence of this Section 5.4, calculated on the basis of the closing price of the ADSs on Nasdaq on the Settlement Date.

5.5.Any RSU settled in ADSs or Shares shall include such provisions as are required by the applicable shareholder resolution authorizing the issuance or transfer of the ADS or the Shares. In the event of a settlement in ADSs or Shares (in both cases, the “Share Settlement”), the Participant will be required to take all measures necessary to effect the Share Settlement, including, for example, the payment of the issue price and the execution of a subscription form (in the case of the issuance of Shares) as well as the opening of an account to which the ADSs or Shares may be booked. In the case of a Share Settlement, the Company may make such settlement by issuing new Shares (including those in the form of new ADSs in the case of a settlement under Section 5.3) or by transferring Shares held by the Company.

5.6.All payments to be made under the Plan or any Award Agreement shall be made in Euro, or in any other relevant local currency. For the purpose of calculating any sums due under or in connection with an Award Agreement, amounts expressed in Dollars shall be converted into Euro equivalents, or in any other relevant local currency, using the Company’s standard conversion methodology consistent with IFRS.

6.2.The RSUs are transferable only by will or applicable laws of descent upon the death of the relevant Participant. Notwithstanding the terms of the applicable Award Agreement, the Company shall have the right to effect a Cash Settlement of any RSUs held by a beneficiary upon the death of the relevant Participant. The Administrator may, from time to time, prescribe a form on which a Participant may designate, or change, such Participant’s beneficiary/ies under the Plan.

6.3.No Participant shall become a shareholder or ADS holder or obtain any rights of a shareholder or ADS holder, including any voting rights, by virtue of participation in the Plan or by the receipt, holding or vesting of RSUs. A Participant shall become a holder of ADSs or Shares, as the case may be, with respect to RSUs only following a Share Settlement in accordance with the Plan and subject to all conditions imposed hereunder and under the applicable Award Agreement. No dividends or dividend equivalents shall be payable with respect to RSUs or otherwise under the Plan.

If a third-party gains control of the Company or of the entity in the Group employing a Participant (a “Change in Control”), all outstanding and unvested RSUs held by the affected Participants shall vest in full as of immediately prior to such Change in Control. In the event of a Change in Control, the Company shall have the discretion to provide (a) for a Cash Settlement of RSUs, which may be based on the formula in Section 5.4 or based on the value of the consideration payable in the Change in Control, (b) that RSUs may be settled via the form of consideration payable in the Change of Control, or (c) for any combination of (a), (b) and/or settlement in ADSs or Shares. The existence of a Change in Control shall be determined by analogous application of Section 29 f. of the German Securities Acquisitions and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) with the proviso that ADSs are equivalent to voting rights from Shares.

8.1.In the event of a reduction in the number of Shares by merging Shares without capital reduction (reverse share split) or an increase in the number of Shares without capital increase (share split) (each, an “Adjustment Event”), the number of RSUs granted hereunder will change in the same proportion.

9.1.Any transaction in the ADSs or Shares granted in case of a Share Settlement (each a “Transaction”) must be conducted in compliance with (i) all applicable insider trading laws and regulations, and (ii) all provisions of any insider trading rules established by the Company ((i) and (ii) together the “Insider Trading Rules”). Each Participant is personally responsible for informing himself or herself about, and acting in full compliance with, all applicable Insider Trading Rules. Any individual non-compliance with applicable Insider Trading Rules may lead to the imposition of civil and criminal penalties (as the case may be).

9.3.In order to minimize the potential for prohibited insider trading, the Company’s Management Board (Vorstand) may establish in its sole discretion periods from time to time during which all or some of the Participants may not engage in transactions involving ADSs or Shares granted in case of a Share Settlement.

10.1.Any outstanding and unsettled awards shall be subject to forfeiture in the event of (i) the Participant’s termination of employment for cause, (ii) the Participant’s material violation of material company policies, (iii) the Participant’s breach of any noncompetition, confidentiality or other restrictive covenants with the Group that may apply to such Participant, or (iv) other material misconduct by the Participant that is, or could reasonably be expected to be, detrimental to the business or reputation of the Company or any other entity in the Group.

10.2.All awards under this Plan (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or settlement of RSUs or the receipt or resale of any ADSs or Shares) will be subject to any Group claw-back policy, including any claw-back policy adopted to comply with applicable laws (including the United States Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement.

11.1.Each Participant is obligated to make appropriate arrangements with the Company (or the entity in the Group employing the Participant) for the satisfaction of all income, employment and other tax and social security contribution withholding requirements applicable to the award, vesting or settlement of RSUs. The Company may refuse to settle RSUs and refuse to deliver Shares, ADSs, cash or other compensation upon settlement if such withholding amounts are not delivered at the time of settlement. Regardless of the amounts withheld, the Participant shall remain responsible for taxes owed by the Participant in connection with RSUs.

11.2.The Participant is subject to a strict obligation of confidentiality with regard to the Participant’s participation in the Plan and the terms thereof, unless the Participant is legally obliged to make such disclosure. Notwithstanding the preceding sentence, the Participant may provide such information to his bona fide advisors who are subject to confidentiality obligations imposed by law or contract.

12.1.Any legal statements and other notices in connection with the Plan or an Award Agreement (collectively, the “Notices”) shall be made in text form or electronic form (e.g., email) unless any other specific form is required by applicable law or the Plan or applicable Award Agreement. Any Notice to be delivered to the Company under the Plan shall be submitted through the Company’s HR ServiceNow ticketing system or through such mode(s) of communication as may be prescribed by the Administrator from time to time. The Company shall communicate changes in the information set forth in the

The Plan, any RSUs granted hereunder and each Award Agreement shall be exclusively governed by, and be construed in accordance with, the laws of the Federal Republic of Germany, without regard to principles of conflicts of laws. The courts in Frankfurt shall have jurisdiction to resolve any disputes arising out of or in connection with the Plan, to the extent permitted by law.

14.1.The Plan shall become effective on February 15, 2024. It shall continue in effect until February 15, 2029 unless sooner terminated, provided that upon termination of the Plan, any outstanding awards shall continue in effect, subject to the terms of the Plan, including Section 14.2.

14.2.Subject to the requirements of applicable law, the Company may at any time amend, suspend or terminate the Plan, and the Company or the Administrator may amend, suspend or terminate any outstanding award of RSUs hereunder; provided that any such amendment, suspension or termination shall require the consent of a Participant whose RSUs are impacted unless the Company or the Administrator determines that such RSUs are not materially and adversely impacted or that such amendment, suspension or termination is required by applicable law, including the Corporate Governance Code (Corporate Governance Kodex).

15.1.In the Plan, the headings are inserted for convenience only and shall not affect the interpretation of the Plan; where a German term has been inserted in italics, it alone (and not the English term to which it relates) shall be authoritative for the purpose of the interpretation of the relevant English term in the Plan. The terms “including” and “in particular” shall always mean “including, without limitation” and “in particular, without limitation”, respectively. Any reference made in the Plan to any section without further indication of a law, an agreement or another document shall mean sections of the Plan. A “subsidiary” of a company shall mean an entity in which such company holds a direct or indirect controlling interest.

15.3.Neither the grant of an award under this Plan nor any term or provision of this Plan shall constitute or be evidence of any promise, undertaking, or obligation, express or implied, on the part of any entity in the Group, to make any future or other grant of an award under this Plan.


ARTICLE 1 ADMINISTRATION			1
ARTICLE 2 ELIGIBILITY			1
ARTICLE 3 PLAN VOLUME AND GRANT OF RSUs			1
ARTICLE 4 TREATMENT UPON TERMINATION			2
ARTICLE 5 SETTLEMENT			2
ARTICLE 6 TRANSFERABILITY, BENEFICIARIES, AND SHAREHOLDER RIGHTS			3
ARTICLE 7 CHANGE IN CONTROL			4
ARTICLE 8 ADJUSTMENT IN CASE OF SPECIFIC CAPITAL AND OTHER STRUCTURAL MEASURES			4
ARTICLE 9 INSIDER TRADING AND BLACK-OUT PERIODS			4
ARTICLE 10 FORFEITURE AND CLAWBACK			5
ARTICLE 11 TAXES AND WITHHOLDING			5
ARTICLE 12 FORM REQUIREMENTS			5
ARTICLE 13 GOVERNING LAW			6
ARTICLE 14 EFFECTIVE DATE, AMENDMENT, AND TERMINATION			6
ARTICLE 15 GENERAL PROVISIONS			6