Uniper : Further information on shareholder rights (Nov 2022)

Additional Information on Shareholders' Rights

pursuant to art. 56 sentence 2 and sentence 3 of the SE Regulation, section 50 para. 2 SEAG, sections 122 para. 2 AktG, pursuant to sections 118a para. 1 sentence 2 no. 3, 126 para. 1, 127, 130a para. 5 sentence 3, para. 6 AktG, pursuant to section 130a paras 1 to 4 AktG, pursuant to sections 118a para. 1 sentence 2 no. 7, 130a paras 5 and 6 AktG, and pursuant to sections 118a para. 1 sentence 2 no. 4, 131, 130a para. 5 sentence 3, para. 6 AktG

concerning Uniper SE's Extraordinary General Meeting on

19 December 2022*

Execution of the General Meeting as a virtual General Meeting

The Management Board has decided, with the consent of the Supervisory Board and pursuant to section 26n para. 1 of the German Introductory Act to the Stock Corporation Act (Einführungsgesetz zum Aktiengesetz; (EGAktG)1, that the General Meeting will be held as a

virtual General Meeting pursuant to section 118a para. 1 sentence 1 of the German Stock Corporation Act

(Aktiengesetz, AktG)

without the shareholders or their proxies (with the exception of Company-appointed proxies) being physically present at the place of the General Meeting.

The holding of the General Meeting will be in the form of a virtual general meeting under the AktG, as amended by the German Act on the Introduction of Virtual Meetings for Stock Corporations that entered into force on 27 July 2022. It is not possible for the shareholders or their proxies (with the exception of the Company-appointed proxies) to be physically present at the place of the General Meeting.

The shareholders are entitled, amongst others, to the following rights:

1. Request to have items added to the agenda - art. 56 sentence 2 and sentence 3 SE Regulation, section 50 para. 2 German SE implementation act, section 122 para. 2 AktG

Pursuant to art. 56 sentence 2 and sentence 3 of the Council Regulation (EC) No 2157/2001 as of 8 October 2001 on the statute for a European stock company (SE) (SE Regulation - SE-VO), section 50 para. 2 German SE implementation act (SE-Ausführungsgesetz- SEAG), section 122 para. 2 German stock corporation act (Aktiengesetz - AktG) shareholders whose shares amount in aggregate to one twentieth of the share capital or represent an amount of the share capital corresponding to EUR 500,000 (the latter amount equaling 294,118 shares in Uniper SE if rounded up to the nearest whole number) may request that items are added to the agenda and published. Any new item has to be accompanied by a statement of reason or a resolution proposal. The

• Please note that this is only a translation of the invitation to the General Meeting of Uniper SE made in German language. Only the German version of the invitation is legally binding. This translation is provided to shareholders for convenience purposes only. No warranty is made as to the accuracy of this translation and Uniper SE assumes no liability with respect thereto.

1The provisions of the AktG applicable to stock corporations (Aktiengesellschaften) with their registered seat in Germany are also applicable to Uniper SE pursuant to art. 5, art. 9 para. 1 letter c) ii), art. 53 as well as art. 61 of Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (hereinafter the SE Regulation) unless determined otherwise by more specific regulations, in particular the SE Regulation.

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request has to be addressed in writing to the Management Board of the Company and the request has to be received by the Company at least 30 days prior to the General Meeting of the Company, that is by no later than the end of 18 November 2022. The minimum holding period of 90 days applicable to shareholders of a German stock corporation does not apply to the shareholders of a European Company (SE). Any request to have items added to the agenda is to be sent to the following address:

Uniper SE

- Vorstand -

Holzstraße 6

40221 Düsseldorf

Germany

Any request to have items added to the agenda which have to be published - to the extent that they have not already been published together with the convening notice of the General Meeting - will be announced in the German Federal Gazette (Bundesanzeiger) without undue delay following receipt of such request. In addition, they will be published on the internet at www.uniper.energy/gm.

The relevant provisions of the SE Regulation, the SEAG and the AktG read as follows:

Art. 56 SE Regulation

"One or more shareholders who together hold at least 10% of an SE's subscribed capital may request that one or more additional items be put on the agenda of any general meeting. The procedures and time limits applicable to such requests shall be laid down by the national law of the Member State in which the SE's registered office is situated or, failing that, by the SE's statutes. The above proportion may be reduced by the statutes or by the law of the Member State in which the SE's registered office is situated under the same conditions as are applicable to public limited-liability companies."

Section 50 SEAG Convening and supplementing the agenda at the request of a minority (excerpt)

"(2) The supplementing of the agenda of a general meeting with one or several items can be requested by one or several shareholders, provided that his/her or their participation amounts to 5 percent of the subscribed capital or the proportionate amount of EUR 500,000."

Section 122 AktG Convening a meeting at the request of a minority (excerpt)

"(1) A general meeting shall be called if shareholders jointly representing at least one-twentieth of the subscribed capital request such meeting in writing, stating the purpose and the reasons of such meeting; such request shall be addressed to the management board. The articles of association may provide that the right to request a general meeting shall require another form and the holding of a lower portion of the subscribed capital. (...)

1. In the same manner shareholders jointly representing at least one-twentieth of the subscribed capital or a proportionate ownership of at least EUR 500,000 may request that items be included in the agenda and be disclosed. Each new item must be accompanied by supporting information or a formal resolution proposal. The request within the meaning of sentence 1 must be received by the company no later than 24 days, in the case of listed companies no later than 30 days, prior to the meeting; the day of receipt shall not be counted."

Section 124 AktG Announcement of requests for amendment; proposals for resolution (excerpt)

"(1) If the minority pursuant to section 122 para. 2 has requested that items be placed on the agenda, these shall be announced either together with the convening of the meeting already or otherwise without undue

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delay after receipt of the request. Section 121 para. 4 shall apply mutatis mutandis; furthermore, in case of listed companies, section 121 para. 4a shall apply mutatis mutandis. Announcement and sending shall in this case take place in the same manner as with the convening of a meeting."

2. Counter-motions and election proposals as well as motions - section 118a para. 1 sentence 2 no. 3, section 126 para. 1, section 127 and section 130a para. 5 sentence 3, para. 6 AktG

Shareholders have the opportunity to submit counter-motions and proposals on the agenda for any election of Supervisory Board members or auditors (provided that this is an item on the agenda of the General Meeting of shareholders) prior to the General Meeting in line with section 126 para. 1 and section 127 AktG. The Company will publish any counter-motions and election proposals on the Company's website provided the relevant statutory provisions are met. The Management Board and the Supervisory Board reserve the right to comment during the General Meeting on counter-motions and election proposals that meet the requirements set out below.

Pursuant to section 126 para. 1 AktG, each shareholder is entitled to submit counter-motions in respect of proposals made by the Management Board and/or Supervisory Board on specific items on the agenda and to submit election proposals on the agenda for any election of Supervisory Board members or auditors (provided that this is an item on the agenda of the General Meeting of shareholders).

If counter-motions and election proposals are to be published in advance by Uniper SE in accordance with section 126 paras 1 to 3 and section 127 AktG, they must be - in the case of election proposals for the election to the Supervisory Board (provided that this is an item on the agenda of the General Meeting), accompanied by the name, current profession and place of residence of the proposed person as well as his/her membership in other supervisory boards to be established pursuant to statutory provisions in Germany - sent exclusively to the following address or sent by fax by no later than the end of 4 December 2022:

Uniper SE

- Vorstand -

Holzstraße 6

40221 Düsseldorf

Germany

Fax: [phone]

Counter-motions and election proposals which are sent to a different address will not be considered. In addition, the Company may refrain from a publication in whole or in part if certain further requirements specified in more detail in section 126 paras 1 to 3 or section 127 AktG are fulfilled or may summarise counter-motions or election proposals and their statements of reason. Publication will be made including the name of the shareholder, any statement of reason to be made accessible, mandatory information pursuant to section 127 sentence 4 AktG and any statement of the management on the internet at www.uniper.energy/gm.

No reasons have to be stated in respect of a shareholder's proposal for the election of members of the Supervisory Board or of auditors (provided that this is an item on the agenda of the General Meeting). In addition to the reasons stipulated in section 126 para. 2 AktG, the Management Board is further not obliged to make an election proposal accessible, amongst other things, if the proposal does not contain the name, profession and place of residence of the candidate. Proposals for the election of members of the Supervisory Board do not require to be made accessible also if they do not include information regarding the membership of the proposed candidates for the Supervisory Board in other supervisory boards which are to be established pursuant to statutory law as defined in section 125 para. 1 sentence 5 AktG.

Pursuant to section 126 para. 4 AktG, motions or election proposals from shareholders which have to be made

available in accordance with section 126 paras 1 to 3 or section 127 AktG are deemed to have been submitted

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at the time of being made available. The voting right can be exercised in respect of the motion or election proposal under the password-protected online service once the shareholders are able to demonstrate compliance with the legal or statutory requirements for exercising the voting right, i.e. if the requirements specified in section II. 3. of the invitation for registration and exercising voting rights have been met. If the shareholder submitting the motion or election proposal has not been duly legitimised and registered for the General Meeting, the motion does not have to be discussed at the meeting.

In addition, shareholders and their proxies attending the meeting online may also submit motions and election proposals to the meeting via video communication using the password-protected online service.

The underlying legal provisions read as follows:

Section 118a AktG Virtual general meeting (excerpt)

"(1) (…) If a virtual general meeting is held, the following requirements must be met:

(…)

3. the shareholders attending the meeting online are granted the right to submit motions and election proposals to the meeting via video communication,

(…)"

Section 126 AktG Motions by shareholders

"(1) Motions by shareholders, including the shareholder's name, supporting information and, if any, management's discussion shall be made accessible to the eligible persons referred to in section 125 para. 1 through para. 3, subject to the conditions specified therein, provided that the shareholder has submitted at least 14 days prior to the meeting a counterproposal to a proposal of the management board and the supervisory board regarding a specific item on the agenda, together with supporting information, to the address designated for this purpose in the general meeting notice. The day of receipt shall not be counted. In the case of listed companies, the required accessibility shall be provided via the Internet website of the company. Section 125 para. 3 shall apply mutatis mutandis.

1. A counterproposal and supporting information need not be made accessible
2. 1. insofar as the management board would by reason of such accessibility become criminally liable;
   2. if the counterproposal would result in a resolution of the general meeting that would be illegal or would violate the articles of association;
   3. if the reasons contain statements which are manifestly false or misleading in material respects or which are libelous;
   4. if a counterproposal of such shareholder based on the same facts has already been made accessible pursuant to section 125 for the purpose of a general meeting of the company;
   5. if the same counterproposal of such shareholder based on essentially identical supporting information has already been made available pursuant to section 125 to at least two general meetings of the company within the past five years and at such general meetings less than one- twentieth of the subscribed capital represented has voted in favor of such counterproposal;
   6. if the shareholder indicates that he/she will neither attend nor be represented at the general meeting; or
   7. if within the past two years at two general meetings the shareholder has failed to make or cause to be made on his/her behalf a counterproposal communicated by him/her.

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The supporting information need not be made accessible if it exceeds a total of 5,000 characters.

1. If several shareholders make counterproposals for resolution in respect of the same subject matter, the management board may combine such counterproposals and the respective supporting information.
2. In the case of a virtual general meeting, motions that are to be made accessible in accordance with paras 1 to 3 are deemed to have been made at the time they were made accessible. The company must enable voting rights on these motions to be exercised as soon as the shareholders can prove that the legal or statutory requirements for exercising the voting right have been met. If the shareholder submitting the application has not been duly legitimated and, if registration is required, has not been duly registered for the general meeting, the motion need not be addressed at the meeting."

Section 127 AktG Election nominations by shareholders (excerpt)

"Section 126 shall apply mutatis mutandis to a nomination by a shareholder for the election of members of the supervisory board or external auditors. No reasons need to be specified for the nomination, nor does the management board need to give notice of such a nomination if it fails to contain the particulars required by section 124 para. 3 sentence 4 and section 125 para. 1 sentence 5. (…)"

Section 124 AktG Announcement of requests for amendment; proposals for resolution (excerpt)

"(3) (…) The proposal for the election of supervisory board members or auditors of the annual financial statements shall state their name, practiced profession and place of residence. (…)"

Section 125 AktG Information for shareholders and supervisory board members (excerpt)

"(1) At the latest 21 days prior to the general meeting, the management board of a company which has not exclusively issued registered shares must issue notification that the general meeting is to be convened as follows:

1. to the intermediaries holding shares of the company in custody,
2. to the shareholders and intermediaries who requested the notification, and
3. the associations of shareholders who have requested the notification or who have exercised voting rights at the last general meeting.

The day of the notification shall not be included in the calculation. If the agenda is to be amended pursuant to section 122 para. 2, the amended agenda must be communicated in the case of listed companies. The notification must include information on the options of exercising voting rights by proxy, including by shareholders' associations. In the case of listed companies, any proposal for the election of supervisory board members must include information on their membership of any other supervisory boards that are required to be set up by law; information on their membership of comparable domestic and foreign supervisory bodies of commercial enterprises should be attached.

1. The management board of a company which has issued registered shares must issue the same notification to those shareholders entered in the share register at the beginning of the 21st day prior the general meeting as well as to the shareholders and intermediaries who have requested the notification and to the shareholders' associations who have requested the notification or who exercised voting rights at the last general meeting.
2. Each member of the supervisory board may request that the management board send them the same notifications."

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