Uniper : Annual Report FY 2020 (PDF)

Performance Indicators at a Glance

Financial and Non-Financial Indicators for the Uniper Group¹

Unit	2020	2019	2018	2017	2016
Power procurement and owned
generation	Billion kWh	558.0	616.8	709.0	728.2	693.8
Electricity sales	Billion kWh	552.9	612.7	707.0	725.9	691.3
Gas volume sold	Billion kWh	2,205.9	2,179.3	2,019.3	1,944.8	1,725.7
Direct carbon emissions fuel
combustion	Million t CO2	42.6	47.0	59.5	63.3	72.7
Carbon intensity²	g/kWh	453	445	499	506	502
Sales³	€ in millions	50,968	65,804	91,813	72,238	67,285
Adjusted EBIT4	€ in millions	998	863	865	1,114	1,362
For informational purposes:
Adjusted EBITDA4	€ in millions	1,657	1,561	1,543	1,741	2,122
Net income/loss¹	€ in millions	402	644	-442	-538	-3,234
Earnings per share³ 5 6	€	1.08	1.67	-1.10	-1.79	-8.79
Dividend proposal / Dividend per share4	€	1.37	1.15	0.90	0.74	0.55
Cash provided by operating activities
(operating cash flow)	€ in millions	1,241	932	1,241	1,385	2,184
Adjusted net income4	€ in millions	774	614	N/A	N/A	N/A
Investments	€ in millions	743	657	642	843	781
Growth	€ in millions	406	297	325	451	381
Maintenance and replacement	€ in millions	336	361	317	392	400
Economic net debt7	€ in millions	3,113	2,650	2,509	2,445	4,167
Employees as of the reporting date	11,751	11,532	11,780	12,180	12,635
Proportion of female employees	%	25.2	24.6	24.2	23.9	24.1
Average age	Years	45	45	44	44	44
Employee turnover rate	%	3.7	4.5	4.7	5.0	4.0

¹Comparative disclosures are not restated when the scope of consolidation changes.

²Uniper's carbon intensity is defined as the ratio between direct fossil-fuel-derived CO2 emissions from electricity and heat generation from Uniper's fully consolidated stationary facilities (financial control approach)

and Uniper's generation volume. This indicator does not include facilities that produce only heat and/or steam. ³The comparative figures shown have been restated based on changes in accounting and presentation methods for 2018 only. The figures for 2017 and 2016 continue to be presented as originally reported.

4Adjusted for non-operating effects.

5Basis: outstanding shares as of reporting date. 6For the respective fiscal year.

7Beginning in 2019, margining receivables are reported as part of economic net debt for the first time. Economic net debt as of December 31, 2018, has been adjusted for consistency. Additional information on this topic can be found in the Financial Condition section of the Annual Report.

Selected Financial Performance Indicators by Segment

External Sales Revenues

European GenerationGlobal CommoditiesRussian Power GenerationAdministration/ConsolidationTotal

€53,698 million 53698

€50,968 million 50968

€7,688 million 7688

€909 million 2000

-€11,327 million -11327

Adjusted EBIT

European GenerationGlobal CommoditiesRussian Power GenerationAdministration/ConsolidationTotal

€998 million 998

€492 million 492

€496 million 496

€2262m26illion

-€216 million -216

Only the German version of this Annual Report is legally binding.

This Annual Report, and especially the Forecast Report section, contains certain forward-looking statements that are based on current assumptions and forecasts made by Uniper SE management and on other information currently available to Uniper SE management. Various known and unknown risks, uncertainties and other factors could cause the actual results, financial condition, development or performance of the Company to differ materially from that anticipated in the estimates given here. Risks and chances of this nature include, but are not limited to, the risks and chances specifically described in the Risk and Chances Report. Uniper SE does not intend, and specifically disclaims any obligation, to update such forward-looking statements or to revise them in line with future events or developments.

Content

Report of the Supervisory Board 2

Uniper Stock 8

Strategy and Targets 11

Combined Management Report 14

Corporate Profile 14

Business Report 17

Macroeconomic and Industry Environment 17

Business Performance 26

Earnings 35

Financial Condition 42

Assets 46

Earnings, Financial Condition and Net Assets of Uniper SE 47

Non-Financial Performance Indicators 49

Risk and Chances Report 53

Forecast Report 64

Internal Control System for the Accounting Process 69

Closing Statement by the Management Board in Accordance with Section 312 (3) AktG 71

Additional Disclosures Regarding Takeovers 71

Corporate Governance Declaration 75

Compensation Report 85

Combined Separate Non-Financial Report 101

Independent Auditor's Report 127

Consolidated Financial Statements 137

Consolidated Statement of Income 137

Consolidated Statement of Recognized Income and Expenses 138

Consolidated Balance Sheets 139

Consolidated Statements of Cash Flows 141

Statement of Changes in Equity 142

Notes 143

List of Shareholdings 240

Members of the Supervisory Board 243

Members of the Management Board 244

Declaration of the Management Board 245

Additional Indicators 246

Financial Calendar 248

Report of the

Supervisory Board Dear Shareholders,

Uniper had a successful year in 2020. The course for the Company's transformation towards a greener fu-ture was set in good time after the German government's decision on the coal phase-out in Germany. At the same time, talks on cooperation with Fortum, the majority shareholder, were resumed. The initial areas of cooperation were identified, based in part on the fact that the two companies' strategies focus on compara-ble areas. The task is now to deepen the cooperation for the benefit of both companies and their sharehold-ers and to follow up the announcements with action.

There was a change in Supervisory Board membership in April 2020 after Fortum increased its stake in Uniper to over 73%. The former Chairman and four other shareholder representatives on the Supervisory Board resigned their mandates on April 3, 2020. Five new members of the Supervisory Board were initially appointed by the court and then confirmed by ordinary election at the Annual General Meeting on May 20, 2020.

In June 2020, the Management Board team was completed with the appointment of Niek den Hollander to the position of Chief Commercial Officer.

The fiscal year was overshadowed by the Covid-19 pandemic, which presented both Uniper and the entire economy and society with major challenges. Uniper was able to respond quickly and appropriately to the situation and successfully ensured the Company's continuous business operations. Increasing digitalization within the Company ensured that numerous business processes could also be successfully managed re-motely and that a large proportion of employees, particularly in administration, could work from their home offices.

In the 2020 fiscal year, the Supervisory Board of Uniper SE carefully performed all its duties and obligations under law, the Company's Articles of Association, and its own rules of procedure. It thoroughly examined the Company's situation and discussed in depth the consequences of its continually changing energy policy and economic environment.

The Supervisory Board advised the Management Board regularly about the Company's management and continually monitored the Management Board's activities. The Supervisory Board assured itself that the Company's management was legal, purposeful, and orderly. The Supervisory Board was closely involved in all business transactions of key importance to the Company and discussed these transactions thoroughly based on the Management Board's reports, among other things.

The Management Board regularly provided the Supervisory Board with timely and comprehensive infor-mation in both written and oral form. At its plenary meetings and in its committees, the Supervisory Board had sufficient opportunity to actively discuss the Management Board's reports, motions, and proposed reso-lutions. Where required by law, the Company's Articles of Association, or the rules of procedure, the Super-visory Board decided on the resolutions proposed by the Management Board after thoroughly examining and discussing them.

The Supervisory Board dealt with issues of relevance to the Company and, where necessary, adopted reso-lutions on these issues in four ordinary and six extraordinary meetings. A detailed list of meetings and the corresponding individual meeting attendance can be found on page 6 of the Annual Report.

Key Topics of the Supervisory Board's Discussions

With respect to the Group's operating business, the Supervisory Board discussed in detail the price move-ments in the national and international energy markets and the business situation of the Group, about which the Management Board provided continuous information. More specifically, the Supervisory Board dis-cussed Uniper's and the Uniper Group's current assets, financial condition and earnings, as well as work-force developments and the earnings opportunities and risks for the Group. At regular intervals the Supervi-sory Board also discussed the development of currencies relevant for Uniper.

The Supervisory Board was also provided information on a regular basis about the Company's health, (occu-pational) safety, and environmental and sustainability performance. This included reports on progress in the implementation of the Company-wide HSSE & S (Health, Safety, Security, Environment and Sustainability) improvement plan and the development of accident figures and greenhouse gas emissions. Other focal points in the area of sustainability were the topics of diversity in the Company and dialog with non-govern-mental organizations.

Other central topics of the discussions included developments in European and German energy policy, the ongoing development of the regulatory environment, and the macroeconomic and economic-policy situation in the countries in which Uniper is active, especially as regards their impact on each of Uniper's various business areas. In particular, the Supervisory Board dealt with Uniper's position on the coal phase-out in Germany, which is of considerable importance for the continuation of Uniper's business. Uniper's first suc-cess in the German Federal Network Agency's tender process to reduce the generation of electricity from hard-coal-fired plants and small-scale lignite-fired plants was the award of a contract to close its Heyden power plant in North Rhine-Westphalia by December 31, 2020.

The Management Board reported in detail to the Supervisory Board on the equity story for the capital mar-ket as well as on the status of strategy implementation and necessary adjustments to the strategy. A partic-ular focus was on Uniper's transformation, with its market entry into the renewable energies business and the expansion of the hydrogen business.

Current developments in Uniper's business activities were thoroughly discussed. The Management Board informed the Supervisory Board about generation activities, including the commissioning of the Datteln 4 hard-coal-fired power plant in Germany, which has now been completed. Furthermore, the Supervisory Board was continuously informed by the Management Board about the progress of the reconstruction of the Russian Berezovskaya 3 power plant and the associated capacity contracts.

Regarding the global trading business, the Supervisory Board was informed in detail about new procure-ment and supply contracts as well as price renegotiation requests from major gas suppliers. Reports were also provided on an ongoing basis on Uniper's involvement in the Nord Stream 2 pipeline project - particu-larly in light of possible sanction risks.

The Management Board discussed the Uniper Group's financing requirements with the Supervisory Board in detail and continuously discussed the Company's current and future rating situation in depth. In addition, the Supervisory Board was continuously informed about the performance of the Uniper share on the market and analysts' ratings.

The Supervisory Board discussed in detail with the Management Board the Uniper Group's medium-term planning for the years 2021 to 2023 based on updated assumptions regarding the long-term development of energy and commodity prices, capacity market premiums, and seasonal price differences, and approved the budget for 2021 following in-depth discussions.

Finally, at several ordinary and extraordinary meetings in 2020, the Supervisory Board again dealt inten-sively with Fortum's entry as a major shareholder and the legal, strategic, regulatory and financial conse-quences for Uniper resulting from the changed shareholder structure.

In the second half of the reporting year, the Supervisory Board dealt in particular with the principles of coop-eration in the so-called de facto Group with Fortum and with the structure of potential cooperation areas and initiatives.

The Supervisory Board also dealt with the summarized separate non-financial report as of Decem-ber 31, 2020 prepared by the Management Board. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, conducted an audit ("limited assurance") and issued an un-qualified opinion on an audit to obtain limited assurance on the combined non-financial report. Following its examination, the Supervisory Board had no objections.

Finally, we also discussed the activity reports of the Supervisory Board's committees.

Report on Relationships with Affiliated Companies 2020

The Management Board of Uniper SE prepared a report on Uniper SE's relationships to affiliated companies for the period from January 1, 2020 to December 31, 2020 in accordance with Section 312 AktG and imme-diately submitted it to the Supervisory Board.

The auditor has issued the following opinion on the report on relationships with affiliated companies:

"In accordance with our mandate, we have audited the report of the Management Board pursuant to Section 312 AktG on relationships with affiliated companies pursuant to Section 313 AktG for the reporting period from January 1, 2020 to December 31, 2020. Since the results of our audit did not give rise to any objections, we are issuing the following audit report in accordance with Section 313 (3) sentence 1 AktG:

Following our audit and assessment in accordance with professional standards, we confirm that

• 1. the factual statements in the report are correct,

• 2. the consideration paid by the Company for the legal transactions listed in the report was not unreasonably high."

The Supervisory Board has examined the report of the Management Board on relationships with affiliated companies. It discussed the report in detail with the Management Board at its meeting on March 3, 2021; the auditor attended this meeting and reported on the key findings of its audit.

On the basis of its examination, the Supervisory Board has come to the conclusion that the report of the Management Board on relationships with affiliated companies complies with the legal requirements. Fol-lowing the final result of the Supervisory Board's examination, there are no objections raised to the declara-tion of the Management Board at the end of the report on relationships with affiliated companies.

Corporate Governance

In January 2020, the Supervisory Board dealt in detail with the German Corporate Governance Code and, on this basis, jointly with the Management Board issued the annual declaration of compliance with the German Corporate Governance Code (GCGC) pursuant to section 161 of the German Stock Corporation Act (AktG) for Uniper SE, which was updated on December 22, 2020. Since then, it has been publicly accessible on Uniper SE's website. Further information on corporate governance is available in the Corporate Governance Decla-ration.

Committee Work

To fulfill its duties carefully and efficiently, the Supervisory Board has created the committees described in detail below. Information about the committees' composition and responsibilities can also be found in the Corporate Governance Declaration. Within the scope permissible by law, the Supervisory Board has trans-ferred to the committees the authority to adopt resolutions on certain matters. Committee chairs reported the agenda and results of their respective committee's meetings to the full Supervisory Board on a regular basis, typically at the Supervisory Board meeting subsequent to their committee meeting.

•  The Executive Committee of the Supervisory Board met a total of four times in the 2020 fiscal year. All members of the committee attended each of these meetings. This committee mainly prepared the meetings of the full Supervisory Board. It also prepared the appointment of new members to individual Management Board positions and approved the corresponding adjustment to the allocation of responsi-bilities of the Management Board. In addition, the Executive Committee prepared the Supervisory Board's resolutions to determine that the Management Board met its targets for 2020 and to set the targets for 2021. Furthermore, it discussed Management Board compensation and did comprehensive preparatory work for the Supervisory Board's resolutions on these matters.

•  The Audit and Risk Committee met five times in the 2020 fiscal year. One member of the committee did not attend one meeting, and all members attended the remaining meetings. In an in-depth examination - taking into account the auditor's reports and in discussion with the auditor - the committee dealt in particular with the annual financial statements and consolidated financial statements prepared in ac-cordance with the International Financial Reporting Standards (IFRS) for the 2020 fiscal year and, each quarter, the interim reports of Uniper SE in 2020, including the quarterly statements. The committee discussed the proposal for the appointment of the auditor and gave instructions for its audit services, defined the focal points and costs of the audit as well as reviewed the quality of the audit, the auditor's qualification and its independence in accordance with the requirements of the German Corporate Gov-ernance Code. The committee also discussed in detail the Combined Management Report and the pro-posal for the appropriation of profits, prepared the corresponding recommendations to the Supervisory Board and reported to the Supervisory Board. The Audit and Risk Committee also intensively addressed market conditions, especially market changes, as well as regulatory and political developments and the resulting impairment consequences for Uniper's activities.

  Extensive discussions were also held on issues relating to accounting, the internal control system (ICS) and the audit of risk management, the Company's risk-bearing capacity and quality assurance of the risk management system. This examination was based on consultations with the independent auditor and, among other things, reports from the Company's Risk Committee. On the basis of the quarterly risk reports, the committee determined that no risks were identifiable in each case that could jeopard-ize the continued existence of the Group or individual segments. The committee also addressed in detail the work performed by internal audit, including the audits conducted in 2020, and dealt with audit plan-ning and the determination of audit priorities. Furthermore, the committee discussed the compliance reports and the compliance system, as well as other issues related to auditing. The Management Board also reported on ongoing proceedings and on legal and regulatory risks for the Uniper Group's busi-ness. The Committee regularly discussed the current status and development of Uniper's rating.

  The Chairman of the Audit Committee also maintained a dialog with the auditors and the Management Board outside the meetings.

•  The Special Committee on Takeover Matters met one time in 2020 and dealt mainly with the implica-tions of the planned majority acquisition by Fortum. All members of the committee attended this meet-ing. The committee was dissolved on April 22, 2020 following the replacement of the Supervisory Board.

•  The Nomination Committee did not meet in the 2020 fiscal year.

The following overview shows the individual participation of the members of the Supervisory Board in the meetings of the Supervisory Board and its committees; in each case as the participation of that member in the meetings of the Supervisory Board during the term of office or committee activity of the respective member:

Overview of the Attendance of Supervisory Board Members at Meetings of the Supervisory Board and Its Committees

Supervisory Board	Executive	Audit and Risk	Special Committee on	Nomination
Supervisory Board member	meetings	Committee	Committee	Takeover Activities	Committee¹
Prof. Dr. Klaus-Dieter Maubach	6/6	2/2	-	-	-
Dr. Bernhard Reutersberg	3/3	2/2	1/1
-	-
Ingrid Marie Åsander	10/10
-	-	-	-
Oliver Biniek	10/10	4/5
-	-	-
Prof. Dr. Werner Brinker	6/6	2/2
-	-	-
Jean-François Cirelli	3/3	2/2	1/1
-	-
David Charles Davies	3/3	2/2
-	-	-
Dr. Bernhard Günther	6/6	3/3
-	-	-
Dr. Marion Helmes	3/3	2/2	1/1
-	-
Barbara Jagodzinski	10/10	4/4	1/1
-	-
André Muilwijk	10/10	5/5	1/1
-	-
Rebecca Ranich	3/3
-	-	-	-
Markus Rauramo	10/10	4/4
-	-	-
Immo Schlepper	10/10	4/4
-	-	-
Harald Seegatz	10/10	4/4	1/1
-	-
Sirpa-Helena Sormunen	6/6	-	-	-	-
Tiina Tuomela	6/6	-	3/3	-	-
¹No session in 2020.

Examination and Approval of the Annual Financial Statements, Approval of the Consolidated Financial Statements, Proposal for Profit Appropriation for the Year Ended December 31, 2020

PricewaterhouseCoopers Aktiengesellschaft, Wirtschaftsprüfungsgesellschaft, Düsseldorf, the independent auditor chosen by the Annual Shareholders Meeting and appointed by the Supervisory Board, audited and submitted an unqualified opinion on the Annual Financial Statements of Uniper SE and the Combined Man-agement Report for the year ended December 31, 2020.

Furthermore, the auditor examined Uniper SE's early-warning system regarding risks. This examination re-vealed that the Management Board has taken appropriate measures to meet the requirements of risk moni-toring and that the early-warning system regarding risks is fulfilling its tasks.

At the meeting of the Supervisory Board on March 3, 2021, we thoroughly discussed - in the presence of the independent auditor and with knowledge of, and reference to, the Independent Auditor's Report and the re-sults of the preliminary review by the Audit and Risk Committee - Uniper SE's Annual Financial Statements, Consolidated Financial Statements, Combined Management Report, and the Management Board's proposal for profit appropriation. The independent auditor was available for supplementary questions and answers. After concluding its own examination, the Supervisory Board determined that there are no objections to the findings. We therefore acknowledged and approved the Independent Auditor's Report.

The Supervisory Board approved the Annual Financial Statements of Uniper SE prepared by the Manage-ment Board and the Consolidated Financial Statements. The Annual Financial Statements are thus adopted. The Supervisory Board agrees with the Combined Management Report and, in particular, with its state-ments concerning the Company's future development.

The Supervisory Board examined the Management Board's proposal for profit appropriation, which includes a cash dividend of €1.37 per ordinary share, also taking into consideration the Company's liquidity and the financing and investment planning. The proposal is in the Company's interest with due consideration for the shareholders' interests. After examining and weighing all arguments, the Supervisory Board agrees with the Management Board's proposal for profit appropriation.

Personnel Changes on the Supervisory Board and Its Committees

On April 3, 2020, Dr. Bernhard Reutersberg, Jean-François Cirelli, David Davies, Dr. Marion Helmes and Re-becca Ranich resigned from the Supervisory Board as a result of the majority takeover by Fortum.

On April 17, 2020, Prof. Dr. Klaus-Dieter Maubach, Prof. Dr. Werner Brinker, Dr. Bernhard Günther, Sirpa-Helena Sormunen and Tiina Tuomela were appointed by the court as new members of the Supervisory Board with effect until the end of the Annual General Meeting on May 20, 2020.

On April 22, 2020, Prof. Dr. Klaus-Dieter Maubach was elected Chairman of the Supervisory Board, Chair-man of the Executive Committee and member of the Nomination Committee. On the same day, Dr. Bernhard Günther was elected as a member of the Audit and Risk Committee, Prof. Dr. Werner Brinker was elected as a member of both the Executive Committee and the Nomination Committee, and finally Tiina Tuomela was elected as a member of the Audit and Risk Committee. In addition, Dr. Bernhard Günther was elected as Chairman of the Audit and Risk Committee on May 4, 2020.

On May 20, 2020, the Annual General Meeting of Uniper SE elected Prof. Dr. Klaus-Dieter Maubach, Prof. Dr. Werner Brinker, Dr. Bernhard Günther, Sirpa-Helena Sormunen and Tiina Tuomela as ordinary members of the Supervisory Board. With the termination of the court appointments, the memberships in the corresponding committees also ended.

Effective May 20, 2020, Prof. Dr. Klaus-Dieter Maubach was re-elected Chairman of the Supervisory Board, Chairman of the Executive Committee and member of the Nomination Committee. Also effective

May 20,2020, Prof. Dr. Werner Brinker was reelected as a member of the Executive Committee and the Nomination Committee, and Tiina Tuomela was reelected as a member of the Audit and Risk Committee. Finally, Dr. Bernhard Günther was reelected as Chairman of the Audit and Risk Committee effective May 21, 2020.

The Supervisory Board sincerely thanks the members of the Management Board and of the Works Councils, as well as all the employees of the Uniper Group, for their dedication and hard work in the 2020 fiscal year.

Düsseldorf, March 3, 2021

The Supervisory Board

Sincerely,

Prof. Dr. Klaus-Dieter Maubach Chairman

Uniper Stock

Uniper share recovers from temporary decline in price

Major shareholder Fortum increases Uniper shareholding above 75%

Dividend proposal of €1.37 per share for the 2020 fiscal year

(2019 fiscal year: €1.15)

Stock Market Year Dominated by the Covid-19 Pandemic

The Covid-19 pandemic led to a massive global economic downturn in the second quarter and sharp drops in demand as a result of widespread lockdowns. Economic and monetary policy countermeasures on an un-precedented scale, as well as less strict lockdown restrictions imposed later, led to the first signs of recov-ery in the global economy in the third quarter of 2020. The international stock markets began to recover ahead of these developments: after recording historic price declines at the end of the first quarter, share prices started to rise significantly in April. The faster-than-expected development and provision of vaccines against the Covid-19 virus bolstered optimism at the stock exchanges from late autumn 2020 that the global economy would enter a significant recovery phase in 2021.

Utilities Sector Outperforms European Market

The European stock market recorded an overall decline of only 1% in 2020, despite the economic turmoil and temporary drops in earnings. The energy utility sector significantly outperformed the European stock market index (STOXX Europe 600) for the fourth time in a row with a gain of 12%. Many companies proved comparatively resilient in the face of economic distortions caused by the Covid-19 pandemic.

2020 was a significant year for the energy utility sector as the energy transition gained significant momen-tum. The EU tightened its decarbonization targets and published specific plans for clean hydrogen for the first time. However, climate policy has not been limited to Europe, but is increasingly becoming a global trend. Major Asian countries set specific targets for achieving climate neutrality for the first time, and in the U.S., too, a shift towards more climate-friendly policies is emerging with the new administration.

Due to the associated improvement in prospects for sustainable growth, the focus of capital investors has shifted significantly to the energy utility sector.

Uniper Share on Par with the Overall European Market

The Uniper share recovered strongly from its low in March 2020 after the Covid-19-related share price drop and surpassed its previous record high in July 2020. This rise was accompanied by positive news from the Company: In spring 2020, Uniper published ambitious targets to accelerate the coal phase-out and to achieve carbon neutrality in the European power generation business. In addition, the results published for the first half of the year made it clear that Uniper has a robust business model even in uncertain times. Overall, the Uniper share recovered from a temporary price decline of around 30%. Looking at 2020 as a whole, the Uniper share performed at the same level as the European stock market index.

On March 26, 2020, Fortum announced that it had closed the first tranche of the agreement to purchase the Uniper SE shares held by Elliott Management Corporation and its affiliates ("Elliott") and by Knight Vinke En-ergy Advisors Limited and its affiliates ("Knight Vinke"). Fortum held 69.6% of the voting rights in Uniper af-ter completion of the first tranche. Fortum closed the second and final tranche of the agreement to pur-chase the remaining 3.8% of Uniper SE shares held by Elliott on May 8, 2020. Effective May 8, 2020, Fortum held 73.4% of the shares and voting rights in Uniper SE. On August 17, 2020, Fortum announced that its shareholding in Uniper had increased to 75.01% as of this date.

Attractive Uniper Dividend

For the 2020 fiscal year, Uniper plans a total dividend payout of €501,4°million and confirms the dividend target issued in the annual outlook of March 2020. The Management Board and the Supervisory Board in-tend to propose to the Annual General Meeting on May 19, 2021 that the net income available for distribution be used to pay a dividend totalling €1.37 per share on the dividend-paying capital stock. This corresponds to an increase in the dividend of 19% compared to the previous year. In relation to the adjusted net income, this corresponds to a payout ratio of ~65% for the 2020 fiscal year.

Facts and Figures on Uniper Stock

Unit	2020	2019	2018	2017	2016
Year-end closing price¹	€	28.24	29.51	22.60	26.00	13.12
High for the year¹	€	30.70	30.64	27.74	26.00	13.19
Low for the year¹	€	21.54	22.30	21.55	12.31	9.8
Number of shares	Millions	365.96	365.96	365.96	365.96	365.96
Market capitalization²	€ in billions	10.3	10.8	8.27	9.51	4.8
Dividend	€	1.37³	1.15	0.90	0.74	0.55
Total distribution	€ in millions	501.4³	420.9	329.4	270.8	201.3
Dividend yield³	%	4.9	3.9	4.0	2.8	4.2
¹Xetra prices.
²Based on the year-end price.
10

³Proposal to Uniper shareholders for Annual Shareholders Meeting on May 19, 2021.

Strategy and Targets

Strategic Priorities

Climate change is one of the biggest challenges of today's world. To overcome it, countries set targets to re-duce emissions to reach the goals of the Paris agreement. Globally, 189 countries ratified or otherwise joined the agreement. In early 2020, the European Parliament approved a resolution increasing the EU's cli-mate ambition and aiming to reduce CO2 emissions by 55% by 2030 and reach climate neutrality by 2050.

Uniper strives to contribute to a more sustainable and decarbonized world and sees its purpose as to em-power energy evolution. In March 2020, Uniper announced a new strategy which foresees gradual transfor-mation into a greener company, while continuing to maximize Uniper's value.

With the new strategy, Uniper is committed to become carbon neutral by 2050. Following the announcement of the new strategy, Uniper presented its transition agenda for each of its reporting segments - European Generation, Global Commodities, and Russian Power Generation - and started strategy implementation.

European Generation

In the European Generation segment, Uniper is self-committed to reduce emissions by at least 50% by 2030 compared to 2019. Furthermore, Uniper aims to reach carbon neutrality in the European Generation by 2035. A total of 5 GW of carbon-free hydro generation in Germany and Sweden as well as nuclear genera-tion in Sweden represent a backbone of Uniper's future generation portfolio. The path to reach the decar-bonization goals comprises mainly a clearly defined coal phase-out strategy and decarbonization of the gas-fired generation fleet.

Uniper currently still owns and operates nearly 9 GW of coal-fired capacity in Europe. In Germany, Uniper is actively managing the coal phase-out. In early 2020, it presented an ambitious shutdown plan for its hard-coal-fired power plants, which will save up to 18 million tons of CO2 per year. The decision to submit a bid for the Heyden 4 hard-coal-fired power plant (875 MW) in the first coal generation shutdown tender was the first step taken. In line with the positive auction outcome, the plant had already ceased commercial electric-ity production at the end of 2020.

The plan also outlines the intention to close the hard-coal-fired plants of Scholven (760 MW) and Wilhelms-haven (757 MW) by year-end 2022 at the latest, and Staudinger 5 (510 MW) by 2025 at the latest. In 2020, Uniper also signed an agreement to sell its 58% stake in the Schkopau lignite-fired power plant (900 MW) by October 2021. Uniper's last coal-fired plant in Germany, Datteln 4, due to its modern and efficient technology will remain in operation until 2038.

In the UK and the Netherlands, Uniper will follow the national coal phase-out plans, closing Ratcliffe (2,000 MW) by the end of 2025 at the latest and Maasvlakte 3 (1,070 MW) by the end of 2029, respectively.

In gas-fired generation, Uniper owns and operates power plants in Germany, the Netherlands, the UK and Hungary with a total capacity of approximately 9 GW. To reach the 2035 carbon-neutrality target, Uniper started working jointly with General Electric and Siemens Energy on alternatives to reduce the CO2 footprint of these assets. The joint work includes, for example, assessment of viability of using hydrogen in gas tur-bines and compressors.

Besides that, Uniper is assessing feasibility of carbon capture and storage (CCS) and carbon capture and utilization (CCU) as potential contributors to reaching the 2035 target.

In response to market demand, Uniper continues to develop its sites and assets. This includes transforming the power plant locations. For example, Uniper's project of site conversion from coal-fired to gas-fired gen-eration at Scholven is in full swing. Other examples include development of sites to provide data center hubs. With these solutions, Uniper aims to support industrial customers in reducing their own carbon foot-print. Furthermore, Uniper plans to develop up to 1 GW of renewable power capacities on and around its sites by 2025.

Uniper has always been a reliable partner in providing security of supply to individual customers and broader energy systems and, by consequence, an enabler of the European renewables build-out. Due to the increasing share of intermittent renewable energy, transmission system operators (TSO) face challenges to maintain the balance in the electricity grid. Uniper helps TSOs to address these challenges and ensure secu-rity of supply. In response to the TSO demand for grid services in Germany, Uniper is constructing a new gas-fired power plant, Irsching 6 (300 MW), which is expected to be commissioned in the last quarter of 2022.

In the UK, Uniper was awarded four six-year contracts to deliver innovative grid stability services in Killing-holme and Grain starting from 2021.

Finally, Uniper will be offering a new solution for grid stability in Sweden based on large-scale batteries at hydroelectric power plants, helping the Swedish TSO to control frequency deviations in the system. The first hydro battery projects have been implemented at the hydroelectric power plants of Edsele (6 MW) and Lö-vön (9 MW).

Global Commodities

In the Global Commodities segment, Uniper aims to actively reduce carbon emissions. In 2021, the Company is planning to develop Scope 3 targets for its commodity trading business. Uniper also aims to sustain strong financial performance demonstrated in the recent years. Besides its position as one of Europe's lead-ing gas midstream players, Uniper is actively expanding its LNG business to benefit from the growing global trading activity. LNG is supposed to be one effective way to reduce carbon emissions in power generation systems outside Europe that are today still dominated by coal-fired power plants. In parallel, the Company is aiming to actively reduce carbon emissions of natural gas-based businesses by exploring ways to decar-bonize related up- and downstream emissions. For example, Uniper seeks to actively manage environmen-tal impact - for example, methane leakage - of its LNG business across the full value chain.

In addition to the newly established helium business, Uniper aims to apply its position as a leading gas player to implement the decarbonization agenda by adding new hydrogen and hydrogen-related commodi-ties to its global business portfolio. For example, Germany put forward a plan to achieve 5 GW green hydro-gen capacity by 2030, translating into approx. 14 TWh production. At the same time, the country's hydrogen demand in 2030 is expected to be 90-100 TWh. Accordingly, Uniper expects a significant gap and the result-ing need for hydrogen imports. Uniper is continuously working on innovative business ideas to supply the import needs identified by Germany's hydrogen strategy.

Besides the gas trading activities, Uniper trades green power. Uniper continues to grow the already well es-tablished long-term solar and wind power purchase agreements (PPA) portfolio, reaching 5 TWh per annum by 2023. These long-term PPA help renewables developers to realize their projects and enable Uniper to grow the renewables portfolio based on long-term contracts.

As described in more detail below, Uniper defined hydrogen and renewables as its two new growth areas; in this context, Uniper's expertise in traded power and gas markets will play an increasingly important role.

Also, as most of Uniper's customers strive to green their businesses as well, the growing renewables port-folio is one building block of the wholesale sales activities to support industrial companies in their decarbon-ization roadmaps. Structuring volatile power generation from renewable sources like wind and solar to the needs of industrial and commercial customers is one core competence of Uniper's trading and wholesales sales business.

Russian Power Generation

Similar to the Global Commodities segment, Uniper aims at reducing carbon emissions in the Russian Power Generation segment as well.

Unipro, Uniper's subsidiary in Russia, is actively pursuing ways to modernize its portfolio. The transfor-mation towards a more sustainable business is already under way. Unipro will make significant invest-ments in the modernization of three large units at the Surgutskaya 2 power plant totaling 2.5 GW. Further-more, Unipro received preliminary results of the latest round of modernization auctions where one more unit at Surgutskaya 2 was selected for modernization.

As the regulatory framework in Russia becomes more conducive for renewable energy sources, from 2021 onwards Unipro will focus on exploring options to develop renewables under the capacity scheme.

New Growth Areas: Hydrogen and Renewables Generation

To achieve the ambitious transformation, Uniper will focus on two new growth areas: hydrogen and renewa-bles generation.

Uniper already has considerable experience in operating hydrogen facilities as it was one of the first Ger-man energy utilities to produce green hydrogen based on electrolysis processes. Currently, Uniper's hydro-gen assets comprise the Falkenhagen and Hamburg-Reitbrook facilities, in operation since 2013 and 2015, respectively.

Uniper has developed a vast pipeline of green hydrogen projects and in the coming years will focus its ef-forts on realization of the pipeline. One example is a 25 MW project in the south of Sweden, developed in co-operation with Fortum.

Uniper estimates that there will be a gap between the hydrogen demand and the volumes that will be sup-plied by green hydrogen facilities in Germany in 2030. This means hydrogen of other "colors" - and imports thereof - will be needed to satisfy the growing market demand.

In this context, Uniper's infrastructure and superior capabilities in origination, optimization, trading and risk management position the Company very well in the emerging hydrogen market.

In the area of renewable power generation, Uniper intends to enter and expand the renewable generation business in parallel to the already existing power purchase agreements. Uniper's ambition is to develop be-yond the 1 GW renewable asset portfolio on and around its existing sites by 2025 and expand it to 3 GW in the years thereafter. The cooperation with Fortum is expected to allow Uniper to further enhance its ambi-tious plan.

Combined Management Report

Adjusted EBIT and adjusted net income significantly higher year over year

Lower net financial position, however higher economic net debt due to interest-related higher pension provisions

Dividend proposal of €501.4 million (€1.37 per share)

Outlook for 2021:

Adjusted EBIT between €0.7 billion and €0.95 billion;

Adjusted net income between €0.55 billion and €0.75 billion expected

Direct CO2 emissions (Scope 1) down by 9.4% compared to prior year to 42.6 million tons

Corporate Profile

Business Model

Uniper is a parent-owned international energy company with operations in more than 40 countries and with 11,751 employees. Its business is the secure provision of energy and related services in an increasingly de-carbonizing environment. The parent company of the Uniper Group is Uniper SE; the corporate headquar-ters are in Düsseldorf, Germany. The majority shareholder of Uniper SE, with an indirect interest of more than 75%, is Fortum Oyj, Espoo, Finland ("Fortum"). As a separate listed group, Uniper publishes its quarterly statements, its half-year interim financial statements, and its consolidated annual financial statements, all of which are also included in Fortum's respective consolidated financial statements. The majority share-holder of Fortum is the Republic of Finland.

The shares of Uniper SE are traded on the Frankfurt Stock Exchange's regulated market in its subsegment with additional post-admission obligations (the "Prime Standard") and are included in the MDAX and various MSCI equity indices.

The Uniper Group is composed of three operating business segments: European Generation, Global Com-modities, and Russian Power Generation. The Russian Power Generation operating segment was previously called International Power Generation. Combined separately under Administration/Consolidation are admin-istrative functions that are performed centrally across segments, as well as the consolidations required to be carried out at Group level.

Management System

Uniper uses adjusted EBIT and, since fiscal 2020, adjusted net income for the financial management of the Uniper Group.

Adjusted EBIT

Unadjusted earnings before interest and taxes (EBIT) represents the Uniper Group's income/loss before fi-nancial results and taxes in accordance with IFRS with net income/loss from equity investments added back. Unadjusted EBIT is adjusted for certain non-operating effects (see table) in order to increase its mean-ingfulness as an indicator of the operating performance of Uniper's business.

Adjusted EBIT

Adjustment

Explanation

Income statement items

Certain book gains/losses

Sum of book gains and losses from disposals

Other operating income and expenses

Gains and losses from the fair value measurement of derivative financial instruments used in hedges

• • Hedges entered into as part of the energy trading business

• • no impact on adjusted EBIT until realization

  Other operating income and expenses

  Certain effects resulting from the measurement of physically settled contracts within the scope of IFRS 9, which are measured at the market price at physical settlement instead of the contractually hedged price

• • According to IFRS IC, physically settled forward purchases or sales must be realized at the market price applicable at the time of physical settlement, i.e. they must be accounted for like physical spot contracts with a financial hedge and the hedged margin must be realized in EBIT before physical settlement

• • As a result, revenues and cost of materials are not not measured at the contractually agreed prices

• • Adjustment of EBIT by the difference between the economically and contractually hedged contract price and the spot price on the settlement date that is relevant for income and expense recognition under IFRS

Revenues/cost of materials

Expenses for (and income from) restructuring • Additional expenses and income that are notand cost-management programs

directly attributable to the operating businessVarious income statement itemsImpairment charges/reversals in the context Based on:of impairment tests

• • Non-current assets

• • Companies accounted for under the equity method

• • Other financial assets

• • Goodwill

Various income statement itemsOther contributions to non-operating earnings • Unique or rare in nature

• • Depending on the particular case, such income and expenses may affect different line items in the income statement

Various income statement items

Adjusted Net Income

Since the 2020 fiscal year, the Uniper Group has been using adjusted net income as an additional internal management indicator and as a further key indicator of the after-tax and financial result profitability of its operations - one that also takes into account important income and expense components that are not in-cluded in adjusted EBIT but aggregated as economic interest and tax result- as well as for determining the variable compensation of the Management Board and of all executive personnel, non-pay-scale employees, and pay-scale employees.

Unadjusted net income is earnings after financial results and income taxes. To focus this indicator on the operating business and increase its meaningfulness, unadjusted net income is adjusted for certain non-op-erating effects.

The starting point for these further adjustments is adjusted EBIT, which is adjusted for the following se-lected non-operating items:

•  Net non-operating interest income

•  Other financial results

•  Income taxes on non-operating earnings

•  Non-controlling interests in non-operating earnings

Included in other financial results are effects such as measurement effects from changes in the fair value of securities and of the KAF (the Swedish Nuclear Waste Fund; "Kärnavfallsfonden"). Not being a component of adjusted EBIT, other financial results are added back to adjusted EBIT in a first step to determine adjusted net income, together with net interest income, so that all earnings components of the income statement are also shown in the reconciliation to adjusted net income. They are then eliminated in a second step, together with non-operating interest expense and income. Other financial results thus have no effect on adjusted net income. Non-operating interest effects include, for example, interest on provisions financed through the KAF, which are eliminated correspondingly with other financial results. Also eliminated are measurement effects on liabilities to minority shareholders. The adjustments additionally include, among other things, the related income taxes, and the overall result is adjusted net income.

Additional Performance Indicators

Alongside those most important management indicators, Uniper also presents additional financial and non-financial performance indicators in the Combined Management Report to highlight developments in the op-erating business and in the context of responsibility to all stakeholders - its employees, customers, share-holders and creditors, as well as the Uniper companies. The Group's financial condition, for example, is monitored using the additional financial performance indicators operating cash flow before interest and taxes, economic net debt, net financial position, and cash-effective investments.

Indicators of non-financial performance used by Uniper include the proportion of women in leadership posi-tions within the Uniper Group and, since fiscal 2020, direct CO2 emissions and the HSSE&S improvement plans. The Non-Financial Performance Indicators section contains explanatory information about these per-formance indicators. The combined total recordable incidents frequency ("combined TRIF") used as a non-financial performance indicator in fiscal 2019 is no longer used for management purposes.

Business Report

Macroeconomic and Industry Environment

Macroeconomic Environment

The Covid-19 pandemic plunged the global economy into its deepest recession in almost a century. The Or-ganisation for Economic Co-operation and Development (OECD) has estimated that global gross domestic product will probably have shrunk by around 4.2% in 2020. The prospects for a path out of the crisis have improved significantly with the development and approval of effective vaccines. Nevertheless, the short-term outlook remains fraught with uncertainty, as there are significant logistical challenges to introducing a vaccine globally.

Europe had already been heavily affected by the first Covid-19 wave due to its international links and the age structure of its population. Repeated outbreaks in many countries and renewed lockdown measures since the end of summer 2020 are likely to lead to renewed declines in production in the short term. However, de-cisive action at the EU level prevented an even worse outcome for the European economy. For example, the European Central Bank (ECB) continued to provide ample liquidity and made large-scale asset purchases. At the same time, it signaled its readiness to increase support if needed. Given the recent slowdown and the subdued outlook for inflation, the ECB's key interest rates are expected to remain unchanged in the coming years. SURE (Support to mitigate Unemployment Risks in an Emergency), an EU loan facility to support na-tional short-time work programs, has already been heavily used. In addition, in July 2020, the European Council reached an agreement on the Next Generation EU economic recovery plan, which provides funding of €750 billion (about 5.5% of EU27 GDP in 2019), mainly in the form of loans (€360 billion) and grants (al-most €380 billion) to member states.

As a major exporter, Germany was hit particularly hard by the collapse in global trade in spring 2020, but its export sector benefited from the comparatively robust global recovery when the climate in other sectors turned cloudy again with the second wave of infections in Europe in fall 2020. The economic downturn was particularly severe in the UK due to the long lockdown there. This was compounded by ongoing uncertain-ties about reaching a trade agreement with the EU. The British pound fell to its lowest level in ten years against the euro in March 2020, and came under renewed pressure at the end of the year after a temporary recovery. Although there was no hard lockdown in the country, Sweden was also unable to escape the global recession. However, the downturn there was less significant. The Netherlands also recorded its deep-est economic slump of the post-war period in the second quarter of 2020. A significant recovery in the sum-mer of 2020 was followed by renewed downturn when the second wave hit in the fall of 2020. The Russian economy was additionally hurt by the global drop in the price of oil, its main export, as well as by geopolitical risks specific to the country, and the threat of sanctions. These factors led to the sharp depreciation of the Russian ruble.

In the United States, the recession in 2020 will likely turn out to have been comparatively mild, although the country was hit particularly hard by the pandemic. This relatively good performance was due to a variety of monetary and fiscal support measures, including additional unemployment insurance, one-time payments to families and financial assistance to state governments. The Federal Reserve Bank cut interest rates to 0-0.25% and announced the resumption of large-scale securities purchases. In September 2020, the Fed-eral Open Market Committee announced a new inflation target of 2% on average and said it would not raise policy rates until this target was reached. The US dollar depreciated sharply against the euro following this announcement, and reached the 1.20 mark again at the end of the year.

2020 GDP Growth in Real Terms

Annual change in percent

-‐12..0

‐-10.0

Germany

Euro area

France

United Kingdom

Netherlands

Russia

Sweden

USA

-‐88.0.0

-6‐6.0.0

-‐44.0.0

‐-2.0

0.0

Source: OECD (December 2020)

Energy Policy and Regulatory Environment

European Union

Energy and climate policy was dominated by the Green Deal in 2020. In March 2020, the European Commis-sion published its proposal for the first European climate law that will anchor the goal of climate neutrality by 2050 in European law, as set out in the European Green Deal. In an effort to achieve a climate-neutral economy by 2050, the Commission published its 2030 Climate Action Plan in September 2020, proposing to reduce greenhouse gas emissions by at least 55% by 2030 compared to 1990 levels and to include this tar-get in European climate law. In order to accelerate emission reductions by 2030, all relevant EU policies need to be aligned with the overall target. To this end, several policies relevant to the energy sector will be revised, including reviews of the EU Emissions Trading Scheme (EU ETS), the Renewable Energy Directive and the Energy Taxation Directive. These policies are complemented by the revision of the third gas energy package "to regulate competitive markets for decarbonized gases". The climate law is currently the subject of discussions between the European Parliament and the Council. Final adoption is expected in the first half of 2021.

The "European Hydrogen Strategy" was published on July 8, 2020. It describes the European Commission's vision for the use of hydrogen as an energy source and aims to increase the share of hydrogen in the Euro-pean Union (EU) energy mix from its current level of 2% to 14% by 2050. The strategy provides for the crea-tion of the right market conditions and financial incentives to accelerate the use of hydrogen and achieve an installed electrolyzer capacity of six GW in the EU by 2024 and 40 GW by 2030. The strategy focuses on re-newable hydrogen, but low-carbon hydrogen is still recognized as significant in the transition phase. The European Clean Hydrogen Alliance (ECH2A), which was also launched on July 8, 2020, is expected to start its activities in early 2021. It will contribute to the implementation of the European Hydrogen Strategy by pro-posing projects to be supported by the EU and an investment agenda. Uniper will be represented in the ECH2A as a member of the working group "Renewable and Low-Carbon Production".

The EU Taxonomy Regulation, which came into force in June 2020, aims to create a uniform EU classifica-tion system - a taxonomy - that identifies economic activities that companies and investors may consider environmentally sustainable. It will therefore have an impact on all future investments in the energy sector, in particular gas, hydroelectric power and nuclear power plants. Under the Taxonomy Regulation, the Euro-pean Commission will publish several delegated acts to further implement the classification system. A dele-gated act identifying measures to achieve climate change mitigation targets and adaptation is expected in the first quarter of 2021.

Germany

The main energy policy concern in 2020 was the coal phase-out in Germany. On July 3, 2020, the coal phase-out law was passed by the German Bundestag and Bundesrat, which, in addition to the phase-out of lignite-fired power generation, also regulates the phase-out path for hard-coal-fired power plants. At the same time, the Structural Development Act was passed. Among other things, this act is intended to support structural change at the sites of coal-fired power plants and provide the necessary financial resources. The first auction for the decommissioning of hard-coal-fired power plants as part of the phase-out of hard-coal-fired power generation took place on September 1, 2020. On December 1, 2020, the German Federal Net-work Agency announced the results of the auction for a total of 4.8 GW, including Uniper's Heyden power plant. All power plants awarded in the auction may no longer be used for commercial electricity generation from January 1, 2021 and will be decommissioned on July 1, 2021 unless they are classified as a systemi-cally important reserve power plant by the Federal Network Agency. The second auction for 1.5 GW took place on January 4, 2021. The announcement of the auction results is expected by the beginning of April 2021 at the latest.

In the second quarter of 2020, the German government presented its "National Hydrogen Strategy", which describes the development and expansion of a hydrogen economy in Germany for the coming years. A Na-tional Hydrogen Council (NWR), which Uniper will work closely with, has also been established in connection with this strategy.

The Renewable Energy Sources Act (EEG) 2021 was passed on December 18, 2020. It stipulates that the share of electricity generated in Germany from renewable energies in gross electricity consumption should increase to 65% by 2030 and that all electricity generated in Germany should be greenhouse gas neutral by 2050. In addition to numerous adjustments in the area of support for renewable installations, the act paves the way for the exemption of electrolyzers from payment of the EEG surcharge. The EEG includes a regula-tion authorization in this regard. This regulation may define requirements in terms of content, space, or time to ensure that hydrogen is considered green hydrogen only if it is credibly produced from renewable energy.

The Netherlands

The Dutch government presented the draft law on limiting coal use (implementation of the Urgenda ruling) on December 8, 2020. This bill provides for a restriction on the use of coal by setting a cap of 35% on carbon emissions compared to the year 1990 associated with the use of coal as a fuel. According to the current draft, this cap will come into force from the second quarter of 2021 and will initially apply until the end of 2024. Coal-fired power plant operators will be compensated for their lost operating cash flow during the years of reduced generation. The Dutch Minister of Economic Affairs has asked the parliament to start the process quickly and to initiate the debate on this bill as soon as possible. However, due to the resignation of the government in January 2021, it is not certain that the bill will be passed in the near future. Onyx, the owner of one of the three large coal-fired power plants, has in the meantime voluntarily decided on an ear-lier permanent closure from 2021. The closure is still subject to approval by the European Commission.

Russia

In Russia, the mechanism for auctioning competitive capacity for the modernization of thermal power plants (KOMMod) was introduced by a government decree on January 25, 2019. The selection of power plants to be included in the KOMMod mechanism for 2026 was originally scheduled for the end of June 2020, but has been postponed several times by the Russian government in recent months. The current auction dates are February 15, 2021 for KOM 2026 (auction for older power plants) and April 1, 2021 for KOMMod 2027 (in-cluding KOMMod 2027-2029 for innovative CCGT projects). The auction for the selection of power plants to be included in the 2026 modernization program took place on December 1, 2020. The Surgutskaya-2 power plant modernization project with a volume of 3,805 MW was included and selected by the Russian grid oper-ator.

Sweden

During 2020, there was an intense energy debate in Sweden about the future electricity market and the need to secure stabilizing system services, including in the form of frequency regulation, rotational energy and voltage regulation, which will be required by the planned power generation. In the autumn of 2020, the government instructed the Swedish transmission system operator SVK to propose new compensation mod-els and rule changes to ensure the stability and capacity of the electricity system.

In order for Sweden to achieve the goal of a completely climate-neutral society in 2045, the electrification of the country is currently underway. As part of this work, the government has appointed an Electrification Commission to focus on the electrification of the transport sector, which includes the role of hydrogen in transport. The government has also started work on developing an electrification strategy that takes a holis-tic approach to energy sector conditions to enable greater electrification. The aim is to increase the pace of electrification so that Sweden can become the world's first fossil fuel-free society.

United Kingdom

At the end of 2020, the UK government presented its ten-point plan for a "green industrial revolution" and published its White Paper for energy along with a number of other publications, including a consultation on bringing forward the date of closure of coal-fired power plants by one year to October 1, 2024. It also final-ized the EU-UK Agreement on Trade and Cooperation with the European Union (Future Relationship Act 2020), which came into force on December 31, 2020 and governs cooperation post-Brexit and from January 1, 2021.

The government supports new plants for nuclear power as well as offshore and onshore wind, electric vehi-cles, carbon capture, use and storage (CCS), and hydrogen production. Measures provided for include a quadrupling of the system's offshore wind capacity to 40 GW by 2030, and low-carbon hydrogen production of 5 GW and four carbon capture and storage clusters by 2030, with 1 GW of hydrogen production and two of the clusters by 2025. The government's goal is to attract private investment, make the energy system greener, and create jobs.

In its White Paper on energy, the UK government announced its decision to introduce a UK Emissions Trad-ing Scheme (ETS) from January 1, 2021 to replace the EU ETS. The government remains open to linking the program internationally. The trade agreement with the EU covers cooperation between the UK and the EU on carbon pricing, including by considering linking their carbon pricing systems.

Energy Prices

The energy markets in Europe were driven by four main factors in 2020:

•  International commodity prices (especially oil, gas, coal and emission allowance prices)

•  Macroeconomic and sector developments, which were largely shaped by the Covid-19 pandemic

•  The relatively mild weather conditions

•  The substitution of more renewable energies in the energy mix

The lockdown measures in response to the global coronavirus pandemic led to massive decreases in mobil-ity at times, causing global oil demand to plummet. The price of Brent crude oil fell below $20 per barrel in April 2020 due to the impact of the global coronavirus pandemic. OPEC, together with Russia (OPEC+), coun-tered by cutting production in order to tighten the oil supply. This action, combined with a decline in U.S. shale oil production estimated at 3.1%, or 7.5 million barrels per day, year-on-year, brought about a price recovery in the course of the year. Spurred by reports of the efficacy of the new vaccines, oil prices rose 30% from early November 2020 to mid-December 2020, with the Brent front-month contract then returning to price regions above $50 per barrel in December 2020. Nevertheless, these prices were still roughly 20% below the prices at the beginning of 2020.

European coal prices (for delivery in the next 90 days) fell during the year from $48/t at the beginning of 2020 to below $35/t at the end of May 2020. The main reason for the sharp drop in prices on the coal mar-ket was a significant drop in global demand as a consequence of the Covid-19 pandemic, as well as low gas and high carbon prices in Europe. Coal prices did not stabilize until the middle of 2020, after mine operators adjusted their production volumes to the changes in demand. Prices did not begin to recover until the fourth quarter of 2020, after an undersupply of domestic thermal coal on the Chinese market led to a revival in global import demand.

Gas consumption in the EU fell in the first two quarters of 2020. While the decrease in the first quarter of 2020 was only around 5%, it grew to approximately 10% in the second quarter of 2020 compared with the prior-year quarters. These decreases were mainly due to reduced heating demand due to the mild winter weather, declining gas consumption in power generation and, from March 2020, the introduction of lock-downs leading to lower gas demand in industry. At the end of March 2020, the level of gas storage in the EU was at its highest level in the last nine years at that point in the year. This resulted in lower storage-related demand for gas in the summer quarters of 2020. Gas demand and wholesale prices began to recover in June 2020 as pandemic-related restrictions were lifted.

With the later start of the heating season and the simultaneous reintroduction of lockdowns, a strong recov-ery in gas demand was seen, due in part to people working both in their offices and from home. Gas produc-tion in the EU continued to decline overall, due in part to further restrictions on Dutch gas production in the Groningen region.

Spot prices at European gas hubs had already fallen sharply in the first quarter of 2020 due to oversupply on the gas markets. In the second quarter of 2020, prices were 50-60% below the previous year's level. By the end of May 2020, the TTF spot price had fallen to €3.5/MWh, the lowest level since trading began at this hub. A sharp increase in Asian spot LNG prices from November 2020 to over $12/MMBtu for the January 2021 contract resulted in lower supplies of LNG to Europe. The increase in Asian gas prices resulted in part from outages at LNG terminals, and was compounded by strong LNG demand and rising charter rates. This was also one cause of rising quotations for European gas prices, especially in the fourth quarter of 2020, with day-ahead quotations for NCG recovering from their low of €3.60/MWh in May 2020 to €19.20/MWh on December 28, 2020.

Carbon prices in European emissions trading were very volatile during 2020, but reached record highs at the end of 2020. The price of the benchmark contract (December 2020 future) fell from €24.63/t at the be-ginning of 2020 to below €15/t in March 2020 as a result of the Covid-19 pandemic. After the sharp declines in infection rates following the first lockdown, the carbon price recovered in parallel with the equity markets and rose to over €30/t in July 2020. One negative factor throughout 2020 was the increased auction volume as a result of several postponements from previous years. An additional major factor was the negotiations to raise the EU's climate target and the associated expectation of an additional supply shortage in the future. From September 2020 onwards, temporary delays in the negotiation process, combined with problems in the negotiations between the EU and the UK on future relations as well as uncertainties about the outcome of the US elections, led to a renewed drop in prices to below €23/t in November 2020. Success in both nego-tiation processes and the expected supply shortage from 2021 onwards caused the price (December 2021 future) to rise to over €33/t at the end of the year.

Electricity generation in the UK amounted to 274 TWh in 2020, a decrease of 6% compared to the previous year. The reduced demand due to the Covid-19 pandemic and the measures introduced as a result were es-pecially noticeable in the second quarter of 2020. Renewable energy sources such as wind, photovoltaics, biomass and water continued to gain in importance, producing a total of 105 TWh. This corresponds to an increase of 13% compared to the previous year and a share of 38% of total electricity generation. In contrast, conventional electricity production from gas, coal and nuclear energy and the share of electricity imports stood at 169 TWh, a 14% decline. The falling demand for electricity, coupled with the increase in renewables in the electricity mix, has also had an impact on electricity pricing, leading to an 18% drop in the average price for the year compared to the previous year, to £35.26/MWh. However, a look at the development of the clean spark and clean dark spreads on a forward basis, i.e. the price difference between the market price and the variable costs for electricity generation with gas or coal as the energy source, including the costs for emission certificates, suggests that the current trend will continue: gas-fired power generation serves to cover the base load, while coal-fired power plants are only needed and used in extreme market conditions such as periods of low wind in winter.

The monthly average spot price for electricity in Germany reached a record low of €17/MWh in April 2020. This had several causes: First, the decline in demand for electricity as a result of the coronavirus lockdown, second, high feed-in from renewable energies and, in addition, lower prices for fuels and, in particular, fall-ing carbon prices compared to the previous period. Later in 2020, electricity prices stabilized so that the an-nual average of German spot prices was around €30/MWh, about €7/MWh below the previous year. A simi-lar trend was seen on the futures market. The front-year product traded below €35/MWh at times in March 2020. With the recovery of carbon prices, this contract was last traded for €48/MWh at the end of December 2020. The electricity generation costs of an average gas-fired power plant were mostly below the costs of a hard-coal-fired power plant, in terms of both spot and forward prices; as a consequence, electricity genera-tion from hard-coal-fired power plants declined by 26% compared to the previous year. As generation from nuclear and lignite-fired power plants was also lower than in the previous year, net exports from Germany fell from 33 TWh in 2019 to 16 TWh in 2020.

At the turn of the year 2019/20, there was extraordinarily abundant precipitation in Scandinavia, which sig-nificantly increased the amount of snow in the Norwegian and Swedish reservoir regions. The situation of a long snowmelt combined with substantial water inflow and high reservoir levels well into 2020 became ap-parent very early in January 2020. This significantly influenced the spot prices and the quarterly products for 2020 during the year. The average spot prices for the system price in the months from March to August 2020 were thus significantly below 10€/MWh. When prices first fell in April 2020, the front years also fell sharply in price. For example, the 2021 calendar year was trading at below €20/MWh after starting the year at around €33/MWh. This excessive supply situation led to a turnaround in the forward curve structure. The contracts for calendar years 2022 and 2023 also dropped sharply during this phase. From the end of August 2020, prices once again developed very dynamically: After prices stabilized in autumn 2020, however, a pe-riod with significant precipitation and wind in combination with increasing nuclear power availability was sufficient in November 2020 to cause spot prices for hydroelectric power producers to fall to around €5/MWh. Influenced by the market events of 2020, the forward curve also came under pressure, especially the following calendar year. The spot price did not recover until December 2020, and for the calendar years 2022 and 2023 reached a level around €25/MWh. However, reservoir levels had not yet returned to normal by the end of 2020.

In Russia, the day-ahead electricity price for the European price zone decreased by 5.8% in 2020 compared to the previous year, although the gas price increased slightly in the same period. This was due to a 3.9% year-on-year decrease in electricity demand (from 779 TWh in 2019 to 748 TWh in 2020), which was also accompanied by changes in the generation structure. Generation from thermal power plants decreased by 8.8%, while generation from hydroelectric power and nuclear power increased by 10.2% and 3.4%, respec-tively, compared to the previous year. The day-ahead electricity price in the Siberian zone decreased by 2.7% in 2020 compared to the previous year. Electricity demand also decreased by 0.5% to 200 TWh. Large amounts of available water in the Siberian region of Russia led to a 9% increase in hydroelectric power gen-eration to 118 TWh and, at the same time, a 10.7% decrease in thermal generation to 87 TWh. The commis-sioning of additional renewable production continued in 2020: Renewable generation almost doubled from 1.6 TWh in 2019 to 3.1 TWh in 2020, although the share of renewables in total generation remained negligi-ble at 0.3%.

Product Price Movements in Uniper's Core Markets

Product	Unit	Dec. 30, 2020	Jan. 2, 2020	Change
DE Power Base (Cal-21)	€/MWh	48.2	43.9	+10%
Nordic Power Base (Cal-21)	€/MWh	23.5	32.6	-28%
Brent Oil (front month)	$/bbl	51.3	66.3	-23%
Coal API #2 (Cal-21)	$/metric ton	68.9	62.3	+11%
Gas TTF (Cal-21)	€/MWh	17.1	16.3	+5%
Carbon E U A (Dec-21)	€/metric ton	32.2	24.6	+31%
British CDS Base (Sum-21)	£/MWh	3.5	0.9	+310%
British CSS Peak (Sum-21)	£/MWh	-11.2	-11.1	-1%

CDS: clean dark spread (efficiency: 36.5%, emission factor: 0.33 t/MWhₜₕ) CSS: clean spark spread (efficiency: 49.1%, emission factor: 0.195 t/MWhₜₕ)

2020 high	2020 low
49.3	33.7
33.3	11.9
68.9	19.3
71.1	62.0
17.2	11.8
33.4	15.7
3.6	-0.3
-9.6	-17.9
25

Business Performance

Generation Capacity

The Uniper Group's legally attributable generation capacity (the capacity that reflects Uniper's ownership interest in the power plants) increased to 33,548 MW as of December 31, 2020 or 3.2% (1,051 MW) above that of the previous year (32,497 MW). The growth in generation capacity is mainly due to the commissioning of the Datteln 4 coal-fired power station in Germany in May 2020 and capacity increases at the Surgutskaya gas-fired power station units in Russia and Enfield in the UK. The sale of a generation unit in the Czech Re-public (11 MW) on April 28, 2020 and the reduction in capacity at the Grain power station units in the UK had a counteracting effect on generation capacity.

Uniper Group: Legally Attributable Generation Capacity1 in MW

European Generation 2020Russian Power Generation 2020European Generation 2019Russian Power Generation 2019

Hydro

Nuclear (SE)

Fossil Generation

0

30,,000

5,000

10,000

15,000

20,000

25,000

35,000

40,000

1Any rounding differences between individual volumes and totals are accepted.

At 35,400 MW, fully consolidated power plant output was 3.1% (1,055 MW) above the previous year's level of 34,345 MW. The increase in capacity is also due to the changes mentioned above in connection with the commissioning of Datteln 4 and the capacity adjustments in Russia and the UK.

Uniper Group: Fully Consolidated Generation Capacity1 in MW

European Generation 2020Russian Power Generation 2020European Generation 2019Russian Power Generation 2019

Hydro

Nuclear (SE)

Fossil Generation

0

5,,000

10,,000

15,000

20,000 25,000

30,000

35,000 40,000

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

1Any rounding differences between individual volumes and totals are accepted.

Power Procurement and Owned Generation

In the 2020 fiscal year, the volume of power generated by our own power plants amounted to 95.2 bil-lion kWh, a noticeable decline of 8.8 billion kWh (8.5%) from the prior year's figure of 104.0 billion kWh. Pur-chased power decreased by 48.8 billion kWh, or 9.9%, from 494.5 billion kWh to 445.7 billion kWh.

Power Procurement and Owned Generation1, 2

Billion kWh

TotalPower procurement and owned generation

Jointly owned power plants

Wholesale market / Global Commodities

2020 2019

1Any rounding differences between individual volumes and totals are accepted.

2The consolidation approach used in financial control means that only fully consolidated power plants (share-holding of more than 50%) are included in the generation volume, regardless of who operates these power plants.

The European Generation segment's owned generation amounted to 53.4 billion kWh, a noticeable decline of 4.2 billion kWh (7.2%) from the prior year's level of 57.6 billion kWh. There was a decline in demand due to the Covid-19 pandemic, resulting in a deterioration in the market conditions for the use of Uniper's power plant portfolios. This resulted in shorter uptimes in all the power plants in the fossil power plant fleet. This decline is due in part to the sale of the Uniper Group's generation activities in France in July 2019. Further-more, a long inspection at the Oskarshamn 3 nuclear power plant unit led to a decline in owned generation. This was offset by improved availability of the Dutch coal-fired power plant Maasvlakte 3, the commission-ing of the power plant Datteln 4 and the return to commercial operations of the gas-fired power plant units at the Irsching site in Germany, which recorded higher generation year-on-year. An increase in flows of wa-ter in Sweden compared with the prior year, mainly due to stronger snowmelt and increased precipitation, resulted in higher power generation at Uniper's hydroelectric power plants.

The Russian Power Generation segment's owned generation declined significantly by 4.7 billion kWh (10%), from 46.4 billion kWh to 41.7 billion kWh. Uptimes at the Berezovskaya power plant fell significantly by 32% compared to the prior-year due to the weather-related increase in cheaper energy supplied by competitors. Other factors in this reduction were lower demand resulting from an exceptionally warm start to the year and the effects of the Covid-19 pandemic, which, in addition to a general decline in demand, also reduced demand from oil and gas producers and led to lower foreign demand.

Electricity Sales

In 2020, electricity sales of the Uniper Group stood at 552.9 billion kWh, a noticeable decrease of 9.8% below the prior year's sales of 612.7 billion kWh.

Electricity Sales1, 2

Billion kWh

Total

56512.,97

Business customers and resellersWholesale market / Global Commodities

2020 2019

1Difference from electricity procurement results from operating consumption and network losses. 2Any rounding differences between individual volumes and totals are accepted.

671027.,70

The changes in electricity sales volumes were primarily due to the decline in owned generation and the sale of the Uniper Group's generation activities in France, which was completed in July 2019, as well as the asso-ciated lower optimization activities in the Global Commodities segment.

Alongside electricity trading in the energy markets, a portion of the Uniper Group's electricity sales to major customers such as municipal utilities and industrial customers in Germany and in Europe is transacted through an internal sales unit, Uniper Energy Sales GmbH (UES). In addition to sales, UES also handles mar-keting for the Uniper Group. It also offers its customers services in consulting, service and the electricity in-dustry.

Electricity sales by UES in fiscal 2020 came to 26.6 billion kWh, significantly below the previous year (34.0 billion kWh). Lower volumes were purchased, especially by industrial customers, due to the conse-quences of the Covid-19 pandemic, which led to lockdowns and reduced working hours for the customers. The reduction is also attributable to expired contracts with customers.

Gas Business

The total volume of natural gas sold in fiscal 2020 was 2,205.9 billion kWh (2019: 2,179.3 billion kWh). Dur-ing the same period, the Uniper Group acquired a total volume of natural gas of 2,213.9 billion kWh (2019: 2,176.0 billion kWh). The vast majority of the volumes moved result from transactions on domestic and for-eign trading markets, which are carried out to manage the Group's own gas-fired power plants, to optimize booked natural gas storage or transport capacities, and to commercially exploit regional price differences, among other things.

Sales Business

Uniper sells natural gas to resellers (e.g. municipal utilities), large industrial customers and power plant op-erators through its internal sales unit Uniper Energy Sales GmbH (UES). The volume of gas sold by UES in fiscal 2020 came to 218.0 billion kWh, noticeably above the prior year's volume (199.0 billion kWh). There were negative volume effects compared with the sales volume planned for 2020 due to another very mild winter and spring as well as low purchases, especially by industrial customers, caused by the Covid-19 pan-demic (short working hours, lockdown) in the second quarter. However, sales volumes were higher overall compared to the prior year due to the signing of new customers and contracts.

Gas Sales1

Billion kWh

Total volume sold

22,2.10759.9,3

Volume sold in the Global Commodities segment by the sales unit UES2

Volume sold in the Global

Commodities segment by Uniper Global Commodities SE

2020 2019

1Any rounding differences between individual volumes and totals are accepted.

2Including intragroup volumes.

Long-Term Gas Supply Contracts

The procurement of natural gas is largely based on long-term contracts with suppliers from Germany, the Netherlands, Norway and Russia. In fiscal 2020, Uniper had long-term contracts amounting to 368 bil-lion kWh (2019: 379 billion kWh).

Gas Storage Capacity

Uniper Energy Storage GmbH is responsible for the operation of gas storage for the Uniper Group. Its activi-ties include technical and commercial development, the construction and operation of underground storage facilities for natural gas, the marketing of capacities, services and products on the European storage market and the development of new storage technologies. Uniper Energy Storage GmbH manages natural gas stor-age facilities in Germany and Austria. In addition, a British Uniper Group company operates a gas storage facility in the United Kingdom. In 2020, gas storage capacity stood at 7.6 billion m³, a slight decline of 0.1 bil-lion m³ below the level of the previous year (7.7 billion m³), due primarily to the expiration of a storage agreement.

Technology and Innovation

Innovations and new technologies play a key role for Uniper in meeting its newly set strategic goals in the areas of decarbonization, customer focus and supply security. In addition to decarbonization, Uniper views the decentralization of energy supply and generation and digitalization as key trends for the major changes expected in the energy landscape. In order to actively shape these trends and benefit commercially from them, Uniper continuously analyzes the development and emergence of new technologies which can serve as the basis for the development of new, scalable business models.

Uniper's decarbonization targets are in line with the goals of the EU and numerous member states, which have committed to achieving greenhouse gas neutrality by 2050. A key component to achieving these cli-mate goals is the increased use of renewable energies. To make this possible, a sustainable and secure en-ergy supply requires numerous other technologies, such as flexible and efficient power plants to safeguard fluctuating power generation from wind and photovoltaics, climate-friendly gases, innovative storage solu-tions and flexibility options for energy users.

Uniper has a portfolio of new technologies and innovation projects that focus on the trends decarbonization, decentralization and digitalization. There is a strong focus on areas where Uniper can make optimal use of its existing capabilities and assets in order to generate new added value for the sustainable transformation of the energy system.

In order to increase the economic viability of the use of large battery storage systems, Uniper continuously assesses marketing channels and applications in the real market environment as part of the M5BAT innova-tion project, which is being conducted with RWTH Aachen University. For example, in spring 2020 the battery storage system consisting of five different battery types with a total capacity of 5 MW was used to validate test series for an e-mobility pilot project. Due to the growing requirements for grid stabilization measures, the battery storage system was tested with a view to shorter response times and a higher control speed.

Uniper is also working on the further development of power-to-gas technology for the conversion and stor-age of electricity from renewable energies, i.e. the conversion of electricity into gas. Uniper's efforts in this regard include involvement in the Energiepark Bad Lauchstädt living lab funding project in which the large-scale demonstration of sector coupling with hydrogen will take place. In addition to the conversion and stor-age of electricity from renewable energies, Uniper is assessing other technologies for the production of cli-mate-friendly blue and turquoise hydrogen.

Through its subsidiary LIQVIS, Uniper is involved in the marketing of liquefied natural gas (LNG) as an alter-native and environmentally friendly fuel in the heavy-duty sector. LIQVIS GmbH currently operates two per-manent and two mobile LNG filling stations in Germany and one permanent filling station in France. In 2020, LIQVIS GmbH recorded sales growth due to the overall positive development of the market and the expan-sion of its own filling station network. On November 5, 2018, LIQVIS's first permanent LNG station, which was built with subsidies from this funding program, went into operation in Berlin. LIQVIS receives funding for the construction of a total of up to 14 filling stations from the EU's "Connecting Europe Facility (CEF) for Transport" funding program. In addition to the permanent facilities already in operation in Berlin, Kassel and Calais, LIQVIS plans to open further LNG filling stations in Germany and France in 2021.

Another area of activity for Uniper is the commercial use of CO2 as a valuable raw material (carbon capture and usage - CCU). Uniper is pursuing pilot projects in the field of synthetic fuels (e-fuels) or sustainable chemicals and, in this context, continues to actively participate in the European industry initiative "CO2 Value Europe," of which the Company is a founding member.

In addition, Uniper works continuously to make conventional power plants more flexible in order to further increase the performance of the power plants in the area of system services. For example, Uniper is work-ing on developing hybrid power plants by adding batteries to thermal and hydroelectric power plants. This increases the performance spectrum of these power plants and provides additional system support for the integration of renewable energies.

Last but not least, Uniper made great progress both on business-specific digital initiatives and the cross-segment coordination of digitalization in 2020. The Digital Federated Program was launched with the aim of coordinating and supporting these efforts. The program combines specific digital developments in Uniper's core business with cross-segment support areas. By creating a unified digital agenda for Uniper, the pro-gram serves as a facilitator between digitalization initiatives, creates more transparency and thus helps to leverage synergies across different segments.

Digitalization permeates all of Uniper's business segments and support functions. Priority is given to the core business areas of energy generation and energy trading, customer interaction and the cultural change within the Company itself.

In the core business of energy trading, the "Digital Transformation Program Trading" focuses on positioning Uniper competitively in an environment increasingly characterized by algo trading and systematic trading. Innovative solutions for all markets relevant for Uniper are being developed and continuously improved. Es-tablished technical controls around algo trading represent effective risk and compliance measures for trad-ing activities.

The recently launched digital initiative "COO Digital Evolution" is a transformation program within Uniper's generation business. The program consists of numerous digital initiatives that have already been launched and more than 200 additional ideas to improve the way the power plants operate. The program aims to de-ploy digital solutions in all areas of the Company, establish a digital culture and support employees in the various functions of Uniper's generation business.

In addition to these initiatives in Uniper's core business, there are many other digitalization activities and projects, including in the support functions. Uniper has also made significant progress in implementing its long-term IT strategy. This multi-year project was successfully completed in 2020 with the move out of the E.ON data centers and the final separation of the networks. The strong pursuit of the cloud-first strategy in conjunction with the ongoing development of the Digital Workplace made it possible for Uniper to allow most of its employees to work from home due to the pandemic from one day to the next with no negative effects. More progress was also made in the further development of Uniper's cloud platform, and in the area of IT security. Examples include the successful certification to ISO 27001 and the expansion of additional IT secu-rity capabilities.

Business Developments and Key Events in 2020

In March 2020, the World Health Organization officially designated the outbreak of the novel lung disease (Covid-19) a pandemic that is currently spreading around the world. Uniper is continuously monitoring de-velopments in this regard and has taken measures to protect its employees and business partners. The measures in place for its employees since March 2020 include working from home for administrative func-tions and new shift models for operational work. Uniper also has effective business continuity plans in place for its operational and administrative functions, which ensure that the Company is well prepared for such events. Nevertheless, the pandemic and the measures taken to contain it worldwide have had a negative impact on the global trading markets and have contributed to significant decreases in prices and substantial price volatility in the commodity and financial markets. By the end of the fiscal year, some of these markets had returned to prior-year levels. Uniper has not applied for assistance under the German government's package of measures to help businesses mitigate the impact of the coronavirus. Current developments, as well as possible future developments that were apparent as of the reporting date, also have an impact on Uniper's assets, financial condition, and earnings, and have been taken into account accordingly in the finan-cial statements. It was assumed that the negative impacts resulting from the Covid-19 pandemic would not extend beyond the three-year period covered by the medium-term planning.

These developments mainly related to the measurement of derivatives, inventories, as well as the measure-ment of generation assets, particularly in the European Generation and Russian Power Generation seg-ments. As a result of the ongoing government support programs in Germany and the ECB bond purchase programs, interest rates fell compared with year-end 2019, which led to a corresponding increase in pen-sion provisions, while the fair value of plan assets did not increase to the same extent compared to the end of 2019. The decrease in revenues and cost of materials mainly resulted from lower average market prices relevant for physical forward contracts upon contract fulfillment (see also "Earnings - Sales Performance"). In contrast, hedging resulted in a net positive unrealized contribution to earnings due to higher prices. This resulted on the one hand in valuation gains from procurement-side CO2 hedges and from gas and oil for-ward contracts, and on the other hand in negative valuation effects from hedges of the sales-side power portfolio.

European Generation

In Uniper's core markets, electricity prices were significantly below the prior year due to the ongoing Covid-19 pandemic. This resulted in low uptimes at coal-fired power plants and a decline in the uptimes at the Uniper Group's UK gas-fired power plants. The impact on earnings was more than compensated for by price hedging transactions and system services carried out in advance. In addition, the improved availability of the Dutch coal-fired power plant Maasvlakte 3, the commissioning of the Datteln 4 power plant, and the return of the gas-fired power plant units at the Irsching site in Germany to regular commercial operation contrib-uted to an increase in uptimes.

In the Nordic region, 2020 was characterized by exceptionally heavy precipitation, particularly in the first quarter, which was then followed by high volumes due to snowmelt in the spring. Generation at Uniper's hy-droelectric power plants consequently increased significantly compared with the prior year.

In connection with the draft legislation to end coal-fired power generation adopted by the German federal government, Uniper announced on January 30, 2020, that it intended to decommission some power plant units. The coal phase-out in Germany was formally enacted into law by the Bundestag and the Bundesrat on July 3, 2020.

On February 21, 2020, Uniper signed an agreement with Saale Energie GmbH ("Saale Energie"), a subsidiary of EPH (Energetický a průmyslový holding, a. s.), on the sale of its stake in the Schkopau lignite-fired power plant in Saxony-Anhalt. Uniper is the operator of the power plant and holds a stake in the power plant oper-ating company of about 58%. Saale Energie already holds a stake of around 42% in the Schkopau power plant and will take over Uniper's stake with effect from October 2021. Once it has sold its interest in the Schkopau power plant, Uniper will have fully withdrawn from lignite-fired power generation in Europe.

In February 2020, Uniper entered into a six-year contract with the United Kingdom's National Grid Electricity System Operator to deliver innovative grid stability services. Following the contract signing, Uniper plans to deliver stability services and voltage control to the British grid at its Killingholme and Grain power plants.

In the first quarter of 2020, Uniper received the payment from the British capacity market, which had been suspended from the end of 2018 through 2019. The associated income had already been recognized in the 2019 financial statements. The British capacity market has been functioning normally again since January 1, 2020, with corresponding income and payments in 2020.

The owners of the Irsching 5 gas power plant near Ingolstadt - Uniper, N-ERGIE, Mainova, and ENTEGA - decided on May 28, 2020, to return the plant to regular commercial operation on October 1, 2020. This deci-sion was made due to improved market prices - in particular, lower gas prices - which should make it pos-sible to operate the highly efficient gas power plant profitably. At the same time - and for the same reasons - Uniper, as sole owner of the Irsching 4 gas-fired power plant, returned this plant to regular commercial operation on October 1, 2020. The owners reserve the right to reassess the situation from year to year and to revise the decision in the event of a deterioration in market conditions.

The Datteln 4 power plant was successfully commissioned on May 30, 2020.

The increasing share of renewable energies is presenting grid operators worldwide with growing chal-lenges to maintain balance in electricity grids. Frequency deviations in the grid can lead to poorer power quality and, in the worst case, to power outages. On June 8, 2020, Uniper announced that it was launching an innovative battery solution that would meet the growing need for fast frequency control - and thus grid stability. The first implementation of this battery technology will take place in two of Uniper's hydroelectric power plants in northern Sweden: Edsele with a capacity of 6 MW and Lövön with a capacity of 9 MW.

In June 2020, Uniper and General Electric (GE) signed a long-term cooperation agreement for work on the decarbonization of Uniper's gas-fired power plants and natural gas storage facilities. GE Gas Power and Uniper will explore, evaluate, and develop technology options for decarbonizing these assets.

On December 1, 2020, Uniper announced that it will cease commercial power generation for the Heyden 4 hard-coal-fired power plant as of January 1, 2021, and permanently decommission it on July 1, 2021, unless the transmission system operator determines that the power plant is system-relevant. This is provided for in the Federal Network Agency's schedule for those power plants that were awarded a contract in the first tender under the Law to Reduce and End Coal-Fired Power Generation and to Amend Other Laws (Coal Phase-out Law) of August 13, 2020. On December 1, 2020, the Federal Network Agency awarded the con-tract to close the plant in the first tender for the decommissioning of hard-coal-fired power plants.

Global Commodities

The year was characterized by very mild temperatures, which led to lower demand at the trading points. In particular for gas, the combination of a decrease in demand on the market and relatively high storage levels ultimately resulted in a significant decline in prices at individual gas trading points, which only recorded a slight recovery at the end of the year. This presented gas suppliers with the challenge of optimizing eco-nomically the volumes procured under long-term supply contracts. Uniper successfully mastered this chal-lenge thanks to its diversified and flexible gas storage and gas optimization portfolio.

Uniper increased its gas sales to major customers compared to the prior year by successfully contracting new customers despite very mild temperatures at the beginning of the year and, in some cases, reduced customer procurement behavior due to Covid-19 measures (short-time work, lockdown). This applied equally to the decline in sales volumes in the power business with major customers. However, following sig-nificant declines in sales volumes, in particular from April to August 2020, the procurement behavior of Uniper's customers returned to normal by the end of the year.

In January 2020, Uniper and Gazprom Export agreed to end arbitration proceedings in which the parties had asked for price adjustments to natural gas supply contracts. Long-term gas supply contracts often include price adjustment clauses that - under defined circumstances - enable each side to enter into negotiations on pricing. It is not unusual for these negotiations to result in arbitration proceedings. However, such pro-ceedings do not prevent the contracting parties from seeking to reach an out-of-court agreement through continued commercial negotiations.

On July 9, 2020, Irkutsk Oil LLC and Uniper signed a long-term helium sales agreement for the purchase of part of the liquid helium from the future helium production of Irkutsk Oil LLC from the Yaraktinsky field. The plant near Ust-Kut, in the Russian region of Irkutsk, is currently under construction. Production is scheduled to start at the end of 2021.

Russian Power Generation

The earnings performance of the Russian majority shareholding Unipro was negatively affected primarily by lower electricity prices in the day-ahead market due to the decline in domestic demand resulting from the Covid-19 pandemic, especially at oil and gas producers, as well as by reduced foreign demand combined with a weather-related increase in supply.

Owing to circumstances including the impact of the Covid-19 pandemic, Uniper continues to expect that, af-ter delays in 2020, Unit 3 of the Berezovskaya power plant in Russia will return to service in the first half of 2021. The remaining investment amount now stands at roughly 4 billion rubles.

Changes in Ratings

On March 20, 2020, S&P lifted the CreditWatch negative and affirmed Uniper's rating at BBB, albeit with a negative outlook, as a result of Fortum's announcement to further increase its shareholding in Uniper. On August 31, 2020, S&P again affirmed Uniper's rating at BBB, with a negative outlook. The negative outlook reflects the negative outlook on the BBB rating of Uniper's majority owner Fortum Oyj which serves as a cap for Uniper's rating.

Uniper is rated BBB+ with a stable outlook by Scope Ratings. The rating was affirmed on May 25, 2020.

In general, Uniper strives to maintain a stable investment-grade rating of BBB.

Earnings

Transfer Pricing System

Since 2018, the Uniper Group's electricity generation, with the exception of Russian Power Generation, has been marketed via a portfolio management system. The expected electricity generation of the power plant companies is hedged by the Global Commodities segment's trading unit through the conclusion of hedging transactions (physical and financial) on the basis of current market prices and a spot optimization is carried out. As a consequence, the results are directly reported in the European Generation segment and the power plant companies show the financial effect of the price hedging of their generation positions.

All energy-related contracts with Uniper Group companies are accounted for at market prices or market-price-based transfer prices. In forward transactions classified as own-use, transfer prices are derived from current forward prices for a specified time prior to delivery.

Sales Performance

Sales

€ in millions	2020	2019	+/- %
European Generation	7,688	11,085	-30.6
Global Commodities	53,698	70,301	-23.6
Russian Power Generation	909	1,106	-17.8
Administration/Consolidation	-11,327	-16,688	-32.1
Total	50,968	65,804	-22.5

The decline in sales revenues is mainly attributable to lower average market prices in the power and gas business. A significant part of this is due to the fact that the contracts involving physical settlement that Uniper enters into (failed own-use contracts) are reported at the spot price applicable on the settlement date - applying the recognition and measurement rules codified in IFRS - rather than at the originally hedged contract price. The difference between the spot price and the contractually hedged price is instead recog-nized in the line items for other operating income and expenses. Driven down by the Covid-19 pandemic, the decreased commodity spot prices have thus brought about a shift in the presentation of realized income and expenses from revenues and cost of materials to other operating income and expenses, but that shift does not affect contractual cash flows and therefore has no impact on adjusted EBIT. However, a noticeable drop in power sales also contributed to the decline in revenues. A reconciliation to the contractual sales reve-nues and cost of materials relevant for earnings can be found in the section "Reconciliation of Income/Loss before Financial Results and Taxes".

European Generation

The decline in sales from the previous year resulted primarily from the sale in the third quarter of 2019 of Uniper's activities in France, which thus still made a contribution to the segment's revenues in the prior year. In addition, there was a decline in sales due to significantly lower spot prices in all markets of the Eu-ropean Generation segment. In addition, the absence of a positive effect from 2019 (the inverse of Global Commodities) from the management of the long-term price risk of emissions allowances had a negative im-pact compared to the previous year.

Global Commodities

Internal sales in the power business decreased significantly owing to lower transaction levels between the power plant operating companies in the European Generation segment and the trading unit in the Global Commodities segment and due to lower trading and optimization activities. External sales in the gas busi-ness fell because of lower realized prices. Sales in the 2020 fiscal year also fell because the revenues from the generation and sales activities in France that were sold in the third quarter of 2019 were now absent.

Russian Power Generation

The sales performance in the Russian Power Generation segment was negatively affected primarily by lower electricity prices in the day-ahead market due to the impact of the Covid-19 pandemic - especially at oil and gas producers, as well as by reduced foreign demand combined with a weather-related increase in the supply of electricity due to weather conditions.

Administration/Consolidation

The change of the revenues attributable to the Administration/Consolidation reconciliation item is primarily a consolidation effect arising from lower intersegment effects between the power plant operating compa-nies of the European Generation segment and the Uniper Group's trading unit in the Global Commodities segment.

Sales by product break down as follows:

Sales

€ in millions	2020	2019	+/- %
Electricity	18,709	24,939	-25.0
Gas	25,692	34,065	-24.6
Other	6,567	6,800	-3.4
Total	50,968	65,804	-22.5
36
Uniper
Annual Report 2020	Combined Management Report

Other Significant Earnings Trends

The net income for the year is €402 million (2019: net income of €644 million). Income before financial re-sults and taxes decreased to €608 million (2019: €922 million).

The principal factors driving this earnings trend are presented below:

The cost of materials decreased by €14,687 million in the fiscal year 2020 to €48,710 million (2019: €63,398 million). The sales trend described above was a key factor in this development.

Personnel costs increased by €58 million in the fiscal year 2020 to €1,012 million (2019: €955 million). The increase resulted from expenses incurred for Uniper's strategy execution, which includes, among other things, a proactive phase-out plan for coal in Europe, as well as from higher expenses for occupational re-tirement benefits. Negotiated pay adjustments led to increases in wages and salaries, as did the non-recur-ring expense from the revaluation and settlement of allocations under the long-term incentive (LTI) pack-ages for the years 2018 (applies only to the Management Board), 2019, and 2020 in connection with the occurrence of the change-of-control event that took place when Fortum Deutschland SE acquired 75% of Uniper's shares. The increases mentioned were partially offset especially by the disposal of Uniper's activi-ties in France in the third quarter of 2019.

Depreciation, amortization and impairment charges amounted to €1,077 million in the fiscal year 2020 (2019: €1,750 million). The decrease of €673 million is primarily attributable to a decrease in impairment charges on property, plant, and equipment by €617 million to €405 million (2019: €1,022 million). The de-crease in impairment charges mainly related to the European Generation and Global Commodities seg-ments, in particular power plants in the Netherlands and the United Kingdom. Reversals of impairments amounted to €338 million in the fiscal year 2020 (2019: €174 million). The reversals related primarily to im-pairment charges previously recognized on two gas-fired power plants in Germany, which were reversed to reflect their planned return to the market. Total regular depreciation and amortization was only marginally lower, having declined by €38 million year over year.

Other operating income decreased to €24,578 million in the fiscal year 2020 (2019: €26,348 million). This was caused primarily by the marking to market of commodity derivatives. Income from invoiced and open transactions and from related currency hedges amounted to €23,400 million, having decreased by €1,925 million year over year (2019: €25,325 million).

Other operating expenses decreased to €24,196 million in the fiscal year 2020 (2019: €25,281 million). Ex-penses from invoiced and open transactions and from related currency hedges decreased by €1,107 million year over year to €22,981 million (2019: €24,088 million).

Reconciliation of Income/Loss before Financial Results and Taxes

The reported net income before financial results and taxes of €608 million (2019: €922 million) is adjusted for non-operating effects totaling €399 million (2019: -€52 million) and, in addition, increased by net income from equity investments of €9 million (2019: €8 million) to produce adjusted EBIT of €998 million (2019: €863 million).

The bottom line in the table below shows the detailed reconciliation of income/loss before financial results and taxes in accordance with IFRS to adjusted EBIT, and additionally provides an overview of what items are affected by non-operating adjustments:

Matrix for Reconciliation of Income/Loss before Financial Results and Taxes 2020¹
Adjustments of items of income/loss before financial results and taxes to adjusted EBIT NetFV meas-ure-Incomebook ment of € in millionsstatement gains (-) / items losses (+) deriv-Adj. of reve-nues and cost of Restruc-Misc. other non-op. Impair-ment charges/ atives materials turing² earnings reversals³ Total adjust-ments Income from equity Componentsinvest-ments4 of adjusted EBIT
Sales including electricity and energy taxes	51,291	- - 11,524 - - - 11,524 -	62,815
Electricity and energy taxes	-324	- - - - - - 0 -	-324
Sales	50,968	- - 11,524 - - - 11,524 -	62,491
Changes in inventories (finished goods and work in progress)	-83	- - - - - - 0 -	-83
Own work capitalized	93	- - - - - - 0 -	93
Other operating income	24,578	-8 -17,407 - - -295 -336 -18,047 -	6,531
Cost of materials	-48,710	- - -10,529 - 29 - -10,500 -	-59,210
Personnel costs	-1,012	- - - 57 12 - 68 -	-944
Depreciation, amortization and impairment charges	-1,077	- - - 5 - 429 433 -16	-660
Other operating expenses	-24,196	18 16,837 - 4 62 - 16,921 -1	-7,277
For informational purposes: Subtotal of the components of adjusted EBIT before income/loss accounted for under the equity method and income from equity investments	N/A	0 0 - 0 0 - 0 -	943
Income from companies accounted for under the equity method	48	- - - - - - 0 -	48
For calculation purposes: Income from equity investments4⁾	N/A	- - - - - - 0 7	7
Reconciliation of income/loss before financial results and taxes to adjusted EBIT (summarized)	608	10 -570 995 65 -192 92 399 -9	998
¹Owing to the adjustments made, the earnings items shown here may differ from the figures determined in accordance with IFRS. A reconciliation of income/loss before financial results and taxes prepared in compliance with the Guidelines on Alternative Performance Measures published by the European Securities Markets Authority (ESMA) is provided in note 32 to the annual financial statements. ²Expenses for (and income from) restructuring and cost management in the Global Commodities segment included depreciation and amortization of €5 million in the 2020 fiscal year (2019: €11 million). ³Non-operating impairment charges/reversals consist of non-operating impairment charges and reversals triggered by regular impairment tests. The total of the non-operating impairment charges/reversals and economic depreciation and amortization/reversals differs from the depreciation, amortization and impairment charges reported in the income statement, since the two items also include impairment charges on companies accounted for under the equity method and other financial assets; in addition, a small portion is included in restructuring/cost-management expenses and in miscellaneous other non-operating earnings. 4In the income statement according to IFRS, income from equity investments is part of the financial result not shown in this matrix and is added as a component of adjusted EBIT. The presentation within the items of the income statement that make up income before financial result and taxes is used in this matrix solely to determine adjusted EBIT. For the presentation and reconciliation of non-operating impairments/reversals of impairments within income from investments, the amount of the adjustment item impairments/reversals of impairments is increased by €16 million (2019: €7 million) in this matrix.

Matrix for Reconciliation of Income/Loss before Financial Results and Taxes 2019¹
Adjustments of items of income/loss before financial results and taxes to adjusted EBIT NetFV meas-ure-Incomebook ment of € in millionsstatement gains (-) / items losses (+) deriv-Adj. of reve-nues and cost of Restruc-Misc. other non-op. Impair-ment charges/ atives materials turing² earnings reversals³ Total adjust-ments Income from equity Componentsinvest-ments4 of adjusted EBIT
Sales including electricity and energy taxes	66,175	- - 8,734 - - - 8,734 -	74,909
Electricity and energy taxes	-371	- - - - - - 0 -	-371
Sales	65,804	- - 8,734 - - - 8,734 -	74,538
Changes in inventories (finished goods and work in progress)	2	- - - - - - 0 -	2
Own work capitalized	93	- - - - - - 0 -	93
Other operating income	26,348	-11 -19,641 - - -230 -171 -20,053 -	6,296
Cost of materials	-63,398	- - -8,288 - 96 - -8,192 -	-71,589
Personnel costs	-955	- - - -5 - -5 -	-960
Depreciation, amortization and impairment charges	-1,750	- - - 11 - 1,045 1,056 -7	-700
Other operating expenses	-25,281	4 18,413 3 -56 44 - 18,408 -	-6,873
For informational purposes: Subtotal of the components of adjusted EBIT before income/loss accounted for under the equity method and income from equity investments	N/A	0 0 - 0 0 - 0 -	806
Income from companies accounted for under the equity method	58	- - - - - - 0 -	58
For calculation purposes: Income from equity investments5	N/A	- - - - - - 0 -1	-1
Reconciliation of income/loss before financial results and taxes to adjusted EBIT (summarized)	922	-7 -1,228 448 -50 -89 874 -52 -8	863
¹Owing to the adjustments made, the earnings items shown here may differ from the figures determined in accordance with IFRS. A reconciliation of income/loss before financial results and taxes prepared in compliance with the Guidelines on Alternative Performance Measures published by the European Securities Markets Authority (ESMA) is provided in note 32 to the annual financial statements. ²Expenses for (and income from) restructuring and cost management in the Global Commodities segment included depreciation and amortization of €11 million in the 2019 fiscal year (2018: €12 million). ³Non-operating impairment charges/reversals consist of non-operating impairment charges and reversals triggered by regular impairment tests. The total of the non-operating impairment charges/reversals and economic depreciation and amortization/reversals differs from the depreciation, amortization and impairment charges reported in the income statement, since the two items also include impairment charges on companies accounted for under the equity method and other financial assets; in addition, a small portion is included in restructuring/cost-management expenses and in miscellaneous other non-operating earnings. 4In the income statement according to IFRS, income from equity investments is part of the financial result not shown in this matrix and is added as a component of adjusted EBIT. The presentation within the items of the income statement that make up income before financial result and taxes is used in this matrix solely to determine adjusted EBIT. For the presentation and reconciliation of non-operating impairments/reversals of impairments within income from investments, the amount of the adjustment item impairments/reversals of impairments is increased by €7 million in this matrix.

The net book losses of €10 million in the reporting period are primarily attributable to losses on disposals of property, plant and equipment, which were only partially offset by the gain on disposal of the stake in Gas-Union GmbH (2019: net book gain of €7 million on the disposals of the activities in France, the remain-ing stake in ENEVA S.A., and the shareholding in OLT Offshore LNG Toscana S.p.A.).

The fair value measurement of derivatives used to hedge the operating business against price fluctuations resulted in a net gain of €570 million in the 2020 fiscal year, due to changed market values in connection with volatile commodity prices in the forward markets (2019: net gain of €1,228 million).

Revenues and cost of materials for physically settled commodity derivatives (contracts that are accounted for under IFRS 9 (failed own-use contracts)) were adjusted for the difference between the spot prices rele-vant pursuant to IFRS and the contract prices relevant from the management perspective by a net expense of €995 million in fiscal 2020 (2019: net expense of €448 million).

In 2020, restructuring and cost-management expenses/income changed by €115 million year over year. The expense in the 2020 fiscal year amounted to €65 million (2019: income of €50 million) and resulted primarily from expenses incurred, among other things, for a proactive phase-out plan for coal in Europe. In the previ-ous year, the main non-operating adjustment had related to income from the spin-off and transfer agree-ment with E.ON.

Income of €192 million was classified as miscellaneous other non-operating earnings in the 2020 fiscal year (2019: income of €89 million). The change resulted primarily from adjustments of provisions recognized for non-operating effects in the Global Commodities segment. The change in the inclusion of an equity invest-ment due to a change in its recognition status from associate to other equity investments resulted in a gain of €38 million.

Aggregated non-operating impairment charges and reversals of non-operating impairment losses recog-nized in the reporting period amounted to a net loss of €92 million. The impairments were primarily attribut-able to the European Generation and Russian Power Generation segments. Reversals of impairments rec-ognized in previous years related primarily to the European Generation and Global Commodities segments in 2020. Aggregated non-operating impairment charges and reversals of non-operating impairment losses recognized in the 2019 fiscal year had amounted to a net loss of €874 million.

Adjusted EBIT

Adjusted EBIT

€ in millions	2020	2019 +/- %
European Generation	492	424 16.1
Global Commodities	496	287 73.0
Russian Power Generation	226	308 -26.7
Administration/Consolidation	-216	-156 -38.2
Total	998	863 15.7

The Uniper Group's total adjusted EBIT rose 15.7% to €998 million, coming in at the top end of Uniper's expectations for 2020.

European Generation

Adjusted EBIT in the European Generation segment was significantly higher in 2020 than in the previous year, slightly exceeding expectations compared with the forecast updated in the half-year interim report. The year-over-year increase in adjusted EBIT was mainly driven by positive results from the portfolio opti-mization of the fossil-fuel power plants. In addition, higher prices obtained in nuclear power, and a rise in generation volumes in the hydroelectric power business, also led to higher earnings. This was offset by re-duced generation volumes from the nuclear power plants due to prolonged scheduled maintenance outages as well as unplanned outages. The positive results were additionally partially offset by the absence of a posi-tive effect from 2019 (the inverse of Global Commodities) from the management of the long-term price risk of emission allowances with the Global Commodities segment.

Global Commodities

Adjusted EBIT in the Global Commodities segment rose significantly in 2020 compared with the previous year, significantly exceeding expectations compared with the forecast updated in the half-year interim re-port. The increase in adjusted operating earnings is mainly attributable to the gas business, which benefited from a very volatile price environment. Particularly in the first quarter of 2020, this led to major positive earnings contributions. The absence of a negative effect from 2019 (the inverse of European Generation) re-sulting from the management of the long-term price risk for emission allowances with the European Gener-ation segment had an additional positive impact. The power business moved in the opposite direction, with trading results from optimization below those of the previous year. Furthermore, results from the North American gas and power business, as well as from coal, were down from the previous year in a difficult market environment.

Russian Power Generation

Russian Power Generation's adjusted EBIT was significantly below the prior-year figure, but still noticeably above expectations compared with the forecast updated in the half-year interim report. The Russian Power Generation segment's adjusted EBIT performance was negatively affected primarily by lower electricity prices in the day-ahead market due to the reduction in domestic demand brought about by the Covid-19 pandemic - especially at oil and gas producers - and by reduced foreign demand combined with a weather-related increase in supply. Adjusted EBIT was depressed further by currency-translation effects.

Administration/Consolidation

Adjusted EBIT attributable to the Administration/Consolidation reconciliation item changed negatively com-pared with the previous year. The reconciliation of the operating segments' adjusted EBIT to the Group's ad-justed EBIT with respect to the measurement of the provisions for carbon emissions (remeasurement to cross-segment figures at Group level) had a negative impact. Another clear negative effect resulted mainly from the remeasurement of coal inventories across segments.

Adjusted Net Income

Adjusted net income is composed of adjusted EBIT, net operating interest income and income taxes on oper-ating earnings, less non-controlling interests in operating earnings (see the Management System section for a detailed definition). The following table shows the reconciliation of income/loss before financial results and taxes to adjusted net income:

Reconciliation to Adjusted Net Income

€ in millions	2020	2019
Income/Loss before financial results and taxes	608	922
Net income/loss from equity investments	-9	-8
EBIT	599	915
Non-operating adjustments	399	-52
Adjusted EBIT	998	863
Interest income/expense and other financial results	-57	44
Non-operating interest expense and negative other financial results (+) / interest income and positive other financial results (-)	97	-27
Operating interest income/expense and other financial results	39	18
Income taxes	-139	-315
Expense (+) / Income (-) resulting from income taxes on non-operating earnings	-86	85
Income taxes on operating earnings	-226	-230
Less non-controlling interests in operating earnings	-37	-37
Adjusted net income	774	614

Aside from other financial results, the adjustments for financial effects relate primarily to the interest ef-fects of the provisions financed through the Swedish Nuclear Waste Fund ("Kärnavfallsfonden" or "KAF") in the European Generation segment and of other non-operating provisions in the Global Commodities seg-ment. An expense of €97 million was adjusted for in total (2019: €27 million income).

In fiscal 2020, there was non-operating tax income of €86 million (2019: €85 million tax expense). The oper-ating tax expense amounted to €226 million (2019: €230 million). This has resulted in an operating effective tax rate of 21.7% (2019: 26.1%).

Adjusted net income for the 2020 fiscal year amounted to €774 million. This represents a year-over-year increase of €160 million (2019: €614 million), placing it clearly at the top end of expectations for 2020. Ad-justed net income followed the trend of adjusted EBIT, additionally supported by higher economic net inter-est income relative to the previous year. The latter was attributable to a reduced interest expense for finan-cial liabilities and also to a reduced interest expense from the remeasurement of asset retirement obligations, both due to a less-pronounced decline in interest rates. The operating effective tax rate was also lower year over year.

Financial Condition

Uniper presents its financial condition using indicators such as economic net debt and operating cash flow before interest and taxes (OCFbiT), among others.

Finance Strategy

Uniper's finance strategy is geared towards a healthy balance between attractive shareholder dividends, the Company's ability to make investments and balance sheet stability.

For the 2020 fiscal year, the Management Board will propose a dividend payment of €501.4 million in total to the Annual Shareholders Meeting.

Uniper measures its balance sheet stability particularly in a solid investment-grade rating of BBB and by a corresponding debt factor. The debt factor is defined as the ratio of current economic net debt to adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA). The BBB target rating can be translated into a debt factor of less than or equal to 2.5x. Based on adjusted EBITDA in fiscal 2020 of €1,657 million (2019: €1,561 million) and economic net debt of €3,113 million as of the balance sheet date (2019: €2,650 million), the debt factor was 1.9x (2019: 1.7x).

Financing Instruments

External funding represents an important source of financing for Uniper. Uniper primarily uses flexible financing instruments such as a commercial paper program or a revolving credit facility for external financing.

Uniper SE's syndicated bank financing is provided in the form of a revolving credit facility by a total of 15 banks. The revolving credit facility was refinanced in September 2018 in the amount of €1.8 billion. The ini-tial term of the credit line was five years (through 2023), extendable by a further year each under two exten-sion options subject to the approval of the banks. After the successful execution of the first extension option in 2019, Uniper also exercised the second extension option for a further year, through 2025, in September 2020. Uniper also has the option to increase the volume by up to €500 million at the discretion of the banks. The revolving credit facility serves Uniper as a general liquidity reserve and as a back-up facility for the €1.8 billion Commercial Paper Program. As of December 31, 2020, Uniper had €65 million in commercial paper outstanding (2019: no commercial paper outstanding).

The Debt Issuance Program (DIP) is a flexible instrument for issuing debt securities to investors in the con-text of public, syndicated and private placements. The volume, currencies and maturities of issued bonds depend on Uniper's financing requirements. The usable amount under the program is €2.0 billion. As in the previous year, there were no issues outstanding as of December 31, 2020.

Uniper has additionally arranged guarantee facilities with several of its banks to cover guarantee require-ments in its operations. Note 25 to the Consolidated Financial Statements contains more information about Uniper's financial liabilities.

Economic Net Debt

Economic net debt is used by Uniper to manage the Group's capital structure.

Since March 31, 2020, the table Economic Net Debt includes all details of items previously shown (sepa-rately) in a table called "Financial Liabilities and Liabilities from Leases." The extended table increases transparency and presents all information on financial liabilities in one place without changing the definition of economic net debt. Since June 30, 2020, restricted cash is no longer included as part of the liquid funds within Uniper's economic net debt. Instead, economic net debt includes "Cash and cash equivalents" and "Current securities" as separate items. In addition, margining receivables also include collateral pledged for hedging foreign exchange positions. These changes increase transparency on the type and availability of cash, cash equivalents, securities and receivables as part of the net financial position of Uniper.

The following table shows the determination of economic net debt as of December 31, 2020:

Economic Net Debt

€ in millions	Dec. 31, 2020	Dec. 31, 2019
Cash and cash equivalents¹	243	825
Current securities	46	46
Non-current securities	98	100
Margining receivables¹	835	336
Financial liabilities and liabilities from leases	1,743	1,935
Bonds	-	-
Commercial paper	65	-
Liabilities to banks	259	120
Lease liabilities	761	817
Margining liabilities	193	499
Liabilities to co-shareholders from shareholder loans	378	396
Other financing	87	102
Net financial position	520	628
Provisions for pensions and similar obligations	1,371	1,031
Provisions for asset retirement obligations²	1,223	991
Other asset retirement obligations	802	754
Asset retirement obligations for Swedish nuclear power plants³	2,916	2,557
Receivables from the Swedish Nuclear Waste Fund recognized on the balance
sheet³	2,495	2,320
Economic net debt	3,113	2,650
For informational purposes: Receivables from the Swedish Nuclear Waste
Fund (KAF) ineligible for capitalization³	223	291
For informational purposes: Fundamental economic net debt	2,890	2,359
¹Comparative figures adjusted (margins increased and liquid funds decreased).
²Reduced by receivables from the Swedish Nuclear Waste Fund.

³Due to IFRS valuation rules (IFRIC 5), €223 million (December 31, 2019: €291 million) of Uniper's share of the fair value of the net assets of the Swedish Nuclear Waste Fund may not be capitalized on the balance sheet. Accordingly, there exists an additional receivable from the Swedish Nuclear Waste Fund ineligible for recognition on the balance sheet, and the economic net obligation for the decommissioning of the Swedish nuclear power plants is thus reported too high in the table by the amount of this receivable.

Compared with December 31, 2019, economic net debt as of December 31, 2020, increased by €463 million to €3,113 million (December 31, 2019: €2,650 million). The net financial position, however, decreased by €108 million to €520 million compared with year-end 2019 (December 31, 2019: €628 million).

The operating cash flow (€1,241 million) and divestment inflows (€83 million) exceeded the dividend pay-ment (€421 million) and investment spending (€743 million) in the 2020 fiscal year, leading to a reduction of the net financial position. Mainly due to a strong increase in margining receivables by €499 million, cash and cash equivalents decreased by €582 million to €243 million compared with year-end 2019 (December 31, 2019: €825 million).

Within the net financial position, financial liabilities and liabilities from leases decreased by €192 million to €1,743 million as of December 31, 2020 (December 31, 2019: €1,935 million). The decrease was mainly caused by a reduction of margining liabilities by €306 million. This effect was partially offset by the issuance of commercial paper - as of December 31, 2020, €65 million in commercial paper was outstanding (Decem-ber 31, 2019: no commercial paper outstanding) - and by a temporary increase in liabilities to banks by €138 million to €259 million.

The increase in economic net debt was mainly driven by an increase in provisions for pensions and similar obligations by €340 million to €1,371 million (December 31, 2019: €1,031 million). This development resulted especially from a reduction in interest rates compared with year-end 2019, while the increase in the fair value of plan assets compared with year-end 2019 was not of the same magnitude. Provisions for asset re-tirement obligations increased to €1,223 million as of December 31, 2020 (December 31, 2019: €991 mil-lion), mainly due to a decrease of the discount rate applied to the Swedish nuclear liabilities.

Investments

Investments

€ in millions	2020	2019
Investments
European Generation	555	409
Global Commodities	50	27
Russian Power Generation	121	196
Administration/Consolidation	16	26
Total	743	657
Growth	406	297
Maintenance and replacement	336	361

In fiscal year 2020, the European Generation segment invested a total of €555 million. This represented an increase of €146 million from the prior-year figure of €409 million. The change was mainly due to higher growth investment spending on the completion of the Datteln 4 coal-fired power plant, on the new Schol-ven 3 and Irsching 6 projects, as well as for grid stabilization measures in the United Kingdom. There was also higher maintenance investment, mainly in the United Kingdom and Sweden. This was partly offset by lower maintenance investments for the coal-fired power plants in Europe.

In the Global Commodities segment, investments were €50 million in 2020, €23 million higher than in the prior year. This rise is primarily attributable to an increase in growth investments.

In the Russian Power Generation segment, investments amounted to €121 million, €75 million lower than in the prior year. These investments were primarily attributable to the repair of Unit 3 of the Berezovskaya power plant.

Investment spending in the Administration/Consolidation segment was €16 million in the fiscal year. Com-pared with the prior year, investments decreased by €10 million. Investments were mainly for IT projects.

Cash flow

Cash Flow

€ in millions	2020	2019
Cash provided by operating activities (operating cash flow)	1,241	932
Cash provided by investing activities	-1,128	220
Cash provided by financing activities	- 679	-1,477

Cash Flow from Operating Activities, Operating Cash Flow before Interest and Taxes

Cash provided by operating activities (operating cash flow) increased by €309 million to €1,241 million in 2020 (2019: €932 million). This resulted mainly from the positive change in cash-adjusted EBITDA, which was even greater than the change in adjusted EBITDA, as the latter was impacted among others by non-cash increases in provisions.

The following table presents the reconciliation of cash flow from operating activities (operating cash flow) to operating cash flow before interest and taxes:

Operating Cash Flow before Interest and Taxes

€ in millions	2020	2019 +/-
Cash flow from operating activities	1,241	932 309
Interest payments and receipts	26	32 -6
Income tax payments (+) / refunds (-)	91	47 43
Operating cash flow before interest and taxes	1,358	1,011 347

Cash Flow from Investing Activities

Cash flows from investing activities decreased by €1,348 million from a €220 million cash inflow in the prior year to a €1,128 million cash outflow in fiscal 2020. This development resulted primarily from changes in margin deposits for futures and forward transactions and from a reduction in proceeds from disposals. Margin deposits for futures and forward transactions (margining receivables) changed by -€907 million. Where there had been a cash inflow of €383 million in the prior year, there was a cash outflow of €524 mil-lion in the fiscal year 2020. Cash proceeds from disposals declined by €263 million, from a cash inflow of €346 million in the prior year to a cash inflow of €83 million in the fiscal year 2020. There was an additional positive effect of €204 million from the sale of securities in the prior year. Compared with the prior year (€657 million), cash outflows for investments in intangible assets, in property, plant, and equipment as well as equity investments increased by €86 million, to €743 million.

Cash Flow from Financing Activities

In 2020, cash flow from financing activities amounted to -€679 million (2019: -€1,477 million). The return of margin deposits received for futures and forward transactions led to a cash outflow of €305 million (2019: cash outflow of €479 million) and reduced margining liabilities. Likewise, the repayment of lease liabilities in the amount of €135 million (2019: cash outflow of €112 million) and the distribution of the Uniper SE divi-dend in the amount of €421 million reduced liquid funds (2019: cash outflow of €329 million). In contrast, new current liabilities to banks led to a cash inflow of €138 million (2019: cash inflow of €12 million). The issuance of new commercial paper in the amount of €65 million in fiscal 2020 also increased liquid funds. In the previous year, the commercial paper outstanding up to that point was repaid in full (2019: cash outflow of €493 million).

Assets

Consolidated Assets, Liabilities and Equity

€ in millions	Dec. 31, 2020	Dec. 31, 2019
Non-current assets	21,572	23,732
Current assets	18,650	20,024
Total assets	40,222	43,756
Equity	11,188	11,942
Non-current liabilities	11,056	12,954
Current liabilities	17,977	18,860
Total equity and liabilities	40,222	43,756

The decline in non-current assets was due in large part to the valuation-related €2,064 million reduction in receivables from derivative financial instruments from €4,787 million to €2,723 million. Currency translation effects resulted in a €546 million decrease in property, plant and equipment, while cash-effective invest-ments of €725 million resulted in an increase in intangible assets and property, plant and equipment.

As with non-current assets, the main reason for the decrease in current assets was the valuation-related decrease in receivables from derivative financial instruments by €1,317 million from €8,601 million to €7,284 million. The decrease in trade accounts receivable and the increase in other operating assets largely offset each other. Liquid funds decreased by €582 million from €871 million to €289 million, while collateral paid for commodity futures increased by €499 million from €336 million to €835 million.

Equity decreased as of December 31, 2020. The effect of foreign exchange rates on assets and liabilities in the amount of -€687 million, as well as the dividend of €421 million distributed in May 2020, both had nega-tive impacts on equity. The remeasurement of defined benefit plans in the amount of -€222 million also had a negative effect on equity. The applicable discount rates have fallen relative to the beginning of the year. The net income of the Group of €402 million (of which €6 million is attributable to non-controlling interests) had a positive effect. The equity ratio increased to 28% as of December 31, 2020 (December 31, 2019: 27%).

Non-current liabilities as of December 31, 2020 were €1,800 million lower than at the end of the prior year, due mainly to the valuation-related decrease in liabilities from derivative financial instruments from €4,277 million to €2,477 million. This was partly offset by the €340 million increase in accrued pension and similar obligations to €1,371 million (December 31, 2019: €1,031 million), in particular as a result of the fur-ther decrease in interest rates as of December 31, 2020 compared with year-end 2019.

The decline in current liabilities is primarily attributable to the valuation-related decrease in liabilities from derivative financial instruments by €688 million from €8,238 million to €7,550 million and the decrease in trade accounts payable by €504 million from €7,308 million to €6,804 million.

Earnings, Financial Condition and Net Assets of Uniper SE

The separate annual financial statements and the management report have been prepared in accordance with the provisions of the German Commercial Code (HGB), as amended by the German law implementing the EU Accounting Directive (BilRUG) and the EU Regulation on the Statute for a European Company (SE), in conjunction with the German Stock Corporation Act (AktG), and the German Electricity and Gas Supply Act (Energy Industry Act - EnWG).

Balance Sheet of Uniper SE (HGB)

December 31

€ in millions	2020	2019
Tangible assets	0.1	-
Financial assets	18,675.8	18,675.8
Fixed assets	18,675.9	18,675.8
Receivables and other assets	9,980.2	9,496.4
Securities	0.1	0.1
Bank balances	95.7	494.3
Current assets	10,076.0	9,990.8
Accrued expenses	4.8	7.9
Total assets	28,756.7	28,674.5
Capital stock	622.1	622.1
Additional paid-in capital	10,824.9	10,824.9
Retained earnings	58.2	54.2
Net income available for distribution	501.4	420.9
Equity	12,006.6	11,922.1
Provisions for pensions and similar obligations	24.5	15.4
Provisions for taxes	119.2	78.6
Other provisions	91.7	72.6
Provisions	235.4	166.6
Bank loans / Liabilities to banks	207.6	70.2
Liabilities to affiliated companies	16,232.8	16,492.8
Other liabilities	74.3	22.8
Liabilities	16,514.7	16,585.8
Total equity and liabilities	28,756.7	28,674.5

Because it is the parent company of the Uniper Group, the net assets of Uniper SE are characterized to a considerable degree by equity investments and by the financing function of the Group's activities. This is re-flected both in the amount of financial assets and in receivables from, and liabilities to, affiliated companies.

Fixed assets, which essentially consist of shares in affiliated companies, make up 65% of total assets. The proportion of receivables from affiliated companies is 35% of total assets.

Bank balances fell by €398.6 million in the reporting year to €95.7 million.

Provisions for pensions and similar expenses amounted to €24.5 million as of the end of the reporting year; 81% of pension obligations are covered by pension plan assets.

Income Statement of Uniper SE (HGB)

€ in millions	2020	2019
Other operating income	1,232.9	982.1
Personnel costs	-75.0	-72.1
Other operating expenses	-1,372.3	1,150.4
Income from equity investments	141.0	526.0
Other interest and similar income	41.1	55.2
Other interest and similar expenses	50.8	41.6
Income from transfers of profits	532.6	50.2
Income taxes	-45.7	-2.3
Income/Loss after taxes	505.4	430.3
Net income/loss	505.4	430.3
Addition to retained earnings	4.0	9.4
Net income/loss available for distribution / carried forward	501.4	420.9

The earnings of Uniper SE as the Group's parent company are significantly influenced by its income from equity investments. Uniper SE's positive net income from equity investments of €673.6 million is attributable to the earnings contributed by its equity investments.

Other operating expenses and income resulted primarily from currency effects related to Group-wide cur-rency hedging.

Earnings before income taxes amounted to €551.1 million. After taxes, Uniper SE generated net income for the year of €505.4 million (2019: €430.3 million). After a transfer of €4.0 million to retained earnings, the net income available for distribution is €501.4 million.

At the Annual Shareholders Meeting on May 19, 2021, the Management Board and the Supervisory Board will propose that the net income available for distribution be used to distribute a dividend of €1.37 per share (365,960,000 shares) of the dividend-paying capital stock of €622.1 million.

Non-Financial Performance Indicators

With the amendment of the German Commercial Code (HGB) resulting from the CSR Directive Implementa-tion Act (CSR-RUG) adopted on April 19, 2017, the German legislature transposed the requirements of Di-rective 2014/95/EU (CSR Directive) of October 22, 2014, into national law. Large capital market-oriented companies with more than 500 employees must provide, at a minimum, information on environmental, labor, social, human rights, and anti-corruption issues as part of their management report or in a separate non-financial report.

Uniper has decided to publish a Combined Separate Non-Financial Report as a separate chapter of Uniper's Annual Report named "Combined Separate Non-Financial Report" and not included in the Combined Man-agement Report. The Combined Separate Non-Financial Report addresses in detail all the requirements of non-financial Group reporting.

This chapter of the Combined Management Report discusses the Uniper Group's most important non-finan-cial performance indicators: direct carbon emissions (scope 1), Health, Safety, Security, Environment (HSSE) & Sustainability Improvement Plans, and proportion of female executives.

Direct Carbon Emissions (Scope 1)

Uniper's decarbonization strategy aims to enable the energy transition by providing a reliable and affordable supply of low-carbon energy. A key element of this strategy is for Uniper's European Generation segment to be carbon-neutral by 2035. In December 2020 Uniper set an intermediate target toward carbon neutrality by announcing that it intends for this segment to reduce its carbon emissions by at least 50% by 2030 (relative to 2019). Progress toward the targets for 2030 and 2035 will be supported by the proactive implementation of the Group's 7 GW coal phase-out plan, which also supports the coal phase-out laws in Europe. Looking further ahead, Uniper aims for the entire Group to be carbon-neutral by 2050.

Direct CO2 Emissions Fuel Combustion by Country

Million metric tons	2020	2019
European Generation	21.1	21.9
Germany¹	11.9	11.1
United Kingdom	4.3	5.6
Netherlands	4.0	3.2
France²	-	1.0
Hungary	0.8	0.9
Czech Republic³	0.1	0.1
Sweden	<0.02	<0.01
Russian Power Generation	21.5	24.9
Total	42.6	47.0

Uniper uses the operational control approach. This means that Uniper counts 100% of the direct emissions of any generation assets over which it has operational control. With the exception of Russia, all data were calculated using the European Union Emissions Trading System rules. Rounding may result in minor deviations from the totals.

¹The power plant Datteln 4 has been fully included in 2020. CO2 emissions recorded since testing phase began in Q1 2020.

²Generation business activities in France were sold in July 2019.

³For 2020 Emissions for Teplarna Tabor in the Czech Republic, which was divested in April 2020, reflect estimates for 2020 based on actual 2019 generation data.

HSSE & Sustainability Improvement Plans

Uniper's functional units and subsidiaries have a responsibility to implement annual improvement measures to help meet the Group's overall HSSE & Sustainability objectives.

Since January 1, 2020, the key performance indicator for managing Uniper's group-wide HSSE & Sustaina-bility performance has been the degree of implementation of its comprehensive HSSE & Sustainability Im-provement Plan. The new indicator replaced the isolated accident indicator "combined total recordable inci-dent frequency" (TRIF), which was previously used as a non-financial performance indicator. This reflects Uniper's decision to replace a naturally reactive lagging indicator, such as incident rate, with a leading indi-cator that can be used to measure and manage a program or system's performance. The different focus areas of the HSSE & Sustainability Improvement Plan are leadership and sustainability, health, learning from incidents, safety, environment and site security. In evaluating the target achievement of the Improve-ment Plan, three different levels of achievement are possible: below 100%, 100% and above 100% degree of implementation.

Uniper's 2020 HSSE & Sustainability Improvement Plan which applies across the whole organization, fo-cused strategically on identifying and implementing low carbon actions and identifying local health action plans. In addition, the Company's operational assets addressed processes for further improving learning from HSSE-related incidents, site security and work clearance management.

An initial evaluation of the progress reports on the improvement plan indicates that the overall degree of implementation was at least 100%, thus meeting Uniper's expectations. The final evaluation and approval will be completed by the end of the first quarter of 2021. Decarbonization initiatives were particularly suc-cessful, reflecting Uniper's strong emphasis on implementing the low-carbon strategy it communicated in March 2020. The Company met its expectations for health and site security as well, with its well-established processes for operational learning performing beyond expectations. These findings also confirm that Uniper managed the challenges of the COVID-19 pandemic very well. However, pandemic-related restrictions af-fected some formal implementation steps in the process description for improving work clearance manage-ment, resulting in a degree of implementation below expectations. This gap will be closed in the first quarter of 2021.

Proportion of Women in Leadership Positions within the Uniper Group

In accordance with the German "Law on Equal Participation of Women and Men in Leadership Positions in the Private and Public Sector", the Management Board set an initial target for the period from July 1, 2017, through June 30, 2022, of 25% for the proportion of women in the first management level below the Man-agement Board, and one of 25% for the proportion of women in the second management level below the Management Board to be achieved by June 30, 2022. As in the previous year, neither of the two targets were attained as of December 31, 2020.

More information on the implementation of Germany's Law on Equal Participation of Women and Men in Leadership Positions in the Private and Public Sector can be found in the Corporate Governance Declaration.

Other non-financial performance Indicators, such as number of employees and workforce composition, which are not used for management purposes, are also discussed below.

Workforce Figures

Employees¹

Dec. 31, 2020	Dec. 31, 2019 +/- %
European Generation	4,822	4,763 1.2
Global Commodities	1,296	1,264 2.5
Russian Power Generation	4,522	4,507 0.3
Administration/Consolidation	1,111	998 11.3
Total	11,751	11,532 1.9

¹Figures do not include board members, managing directors, apprentices, work-study students and interns. As of the respective reporting date.

On December 31, 2020, the Uniper Group had 11,751 employees, 192 apprentices and 132 work-study stu-dents and interns worldwide. This represents an increase of 1.9% compared with December 31, 2019.

The employee headcount in the European Generation segment as of December 31, 2020, increased com-pared with December 31, 2019, due to the expansion of new business areas.

The number of employees in the Global Commodities segment increased compared with the previous year. The increase during the year was due to natural employee turnover and the resulting replacement of staff as well as through the development of business units in the fiscal year 2020.

In the Russian Power Generation segment, the number of employees was at the prior year's level.

The number of employees in Administration/Consolidation rose primarily when outsourced financial-admin-istration functions were reintegrated into the Uniper Group in fiscal 2019 from a Shared Service Center in Cluj, Romania, operated by external entities, as well as through the integration of Uniper HR Services Han-nover GmbH, Hanover, Germany, into the Group in the fourth quarter of 2020.

At 58.5% as of December 31, 2020, the proportion of employees working outside Germany, numbering 6,873, remained at the prior year's level (2019: 59.4%).

Employees by Region¹

Headcount FTE

Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Germany	4,878	4,680	4,732.7	4,545.1
UK	971	956	959.1	943.5
Netherlands	336	330	332.0	326.4
Russia	4,531	4,508	4,529.8	4,506.8
Sweden	900	919	886.7	911.1
Other²	135	139	135.0	139.0
Total	11,751	11,532	11,575	11,372

¹Figures do not include board members, managing directors, apprentices, work-study students and interns. As of the respective reporting date.

²Includes Belgium, Hungary, USA, United Arab Emirates and other countries.

Gender and Age Profile, Part-Time Staff

The proportion of women in the workforce as of December 31, 2020, was 25.2%, the same level as in the prior year (2019: 24.6%).

Proportion of Female Employees
Percentage	Dec. 31, 2020	Dec. 31, 2019
European Generation	15.3	14.8
Global Commodities	32.3	33.4
Russian Power Generation	28.0	27.7
Administration/Consolidation	48.2	46.1
Uniper Group	25.2	24.6

The average age of the Uniper Group workforce was about 45 (2019: 45), and the average length of service was about 14 years (2019: 14).

Employees by Age
Percentage	Dec. 31, 2020	Dec. 31, 2019
30 and younger	11.6	11.7
31 to 50	53.0	53.9
51 and older	35.4	34.4

A total of 571 employees (2019: 549) of the Uniper Group worked on a part-time schedule at year-end. Of this total, 419 were women (73.4%; 2019: 404 women or 73.6%). The ratio of part-time employees was 4.9%, virtually unchanged from the prior year.

Part-Time Rates
Percentage	Dec. 31, 2020	Dec. 31, 2019
European Generation	5.9	5.6
Global Commodities	11.1	11.8
Russian Power Generation	0.1	0.1
Administration/Consolidation	12.5	12.6
Uniper Group	4.9	4.8

Employee turnover averaged 3.7% across the Group, a decline from the prior year (2019: 4.5%).

Employee Turnover Rates
Percentage	2020	2019
European Generation	2.7	3.4
Global Commodities	3.5	5.6
Russian Power Generation	4.6	4.8
Administration/Consolidation	4.9	6.7
Uniper Group	3.7	4.5

Risk and Chances Report

Risk Management System

The Uniper Group manages its risks and chances through an enterprise risk management system that takes into account all risk and chance categories.

report

Uniper Supervisory Board (Audit and Risk Committee)

Audit

Audits

Monthly Update Quarterly Enterprise Risk Reporting

Central Enterprise Risk Function: sets standards and consolidates

Group risk/chance profile focusing on all risks and chances above a certain materiality threshold

Specialized functions: manage, monitor and report risks and chances across all legal entities of the Uniper Group

Operational	Market	Financial
Risks/	Risks/	Credit Risks	Risks/
Chances*	Chances	Chances

Group-wide Internal Control System across Uniper Functions mitigating process, compliance and reporting risks

* incl. Legal, Political and Regulatory Risks/Chances

The aims of this system are:

•  to fulfill legal and regulatory requirements (e.g. the Act for Control and Transparency in the Corporate Sector, KonTraG),

•  to ensure the continued existence of the Uniper Group by keeping the total risk exposure proportionate to the available financial resources,

•  to protect and increase the Company's value through integrated active management of all risks and chances which may impact the commercial targets of the Uniper Group and

•  to generate additional value by appropriately taking into consideration not only returns but also risks which relate to important decisions and processes, including investments, risk capital allocation and corporate planning.

Ultimate legal responsibility for establishing and monitoring the effectiveness of the Group-wide enterprise risk management system at Uniper Group lies with the Uniper SE Management Board. Operationally, the Management Board has delegated its risk-related tasks to the Risk Committee at the level of the Uniper Group. The Management Board establishes the Uniper Group Risk Committee, sets the risk appetite for the Group as well as overall risk limits for individual risk (sub-)categories, which the Risk Committee then monitors.

The Uniper Group Risk Committee deals with all significant business risks relevant to the economic and fi-nancial management of the Uniper Group. It is composed of the Group Chief Financial Officer (CFO/Chair-man), the Group Chief Risk Officer (CRO/Deputy Chairman), the Group Chief Commercial Officer (CCO), the Group Chief Operating Officer (COO) and the Executive Vice President Group Finance and Investor Relations, as well as the Group General Counsel/Chief Compliance Officer. The core responsibility of the Risk Commit-tee is to establish a governance structure and infrastructure for risk management with which to manage business risks at all organizational levels.

The key components of the risk management system at the Uniper Group are the risk policies, the risk man-agement organization and the risk management process.

Risk Policies

The Group Enterprise Risk Policy defines the principles and minimum requirements for Group-wide man-agement of all types of risks and chances. This includes the definition of the central risk management pro-cess and the establishment of associated responsibilities. The defined process ensures that risks/chances throughout the Group are fully and promptly identified and are assessed and reported in a transparent man-ner that allows for comparison. Responsibilities are assigned to risk/chance managers who are responsible for actively managing and monitoring risks/chances. Below the enterprise risk policy for the Group, there are risk policies that define the principles and minimum requirements for Group-wide management of indi-vidual risk (sub-)categories. In addition to the risk policies, the Uniper Group documents its risk strategy, specifying the Group-wide principles, objectives and measures that Uniper uses to manage risks resulting from the pursuit of its business strategy.

Risk Management Organization

Organizationally, the risk management system at the Uniper Group is based on the functional organizational structure of the Group. The Risk Management function has the responsibility for the Group's central risk management system. This function is headed by the Group CRO, who reports directly to the Group CFO. The Risk Management function is responsible for the development, implementation, coordination and ongoing development of the central risk management process.

There is at least one risk representative for each function outside of Risk Management. This representative is responsible for the implementation of the Group Enterprise Risk Policy. The representative's task is to identify, assess, manage and report all risks/chances associated with their function across all corporate legal entities. Risk and chance management (i.e. acceptance, mitigation, transfer of risks) is carried out on the instructions of the head of the function, who is also the risk/chances manager, as far as is consistent with the risk appetite of the Group. The responsibility for risks/chances is assigned to the functional area that is best suited to manage it. There are dedicated teams for certain risk (sub-)categories (e.g. commodity price risks, credit risks, asset operation risks, etc.) that develop policies for the Group-wide management of each risk (sub-)category and ensure global compliance with these policies.

Risk Management Process

Each quarter, the risk officers of each function review the risks/chances they have identified with respect to completeness and current evaluation. Changes to the risk/chances situation are reported to the risk man-agement function via a centralized IT tool, where they are evaluated for plausibility and subjected to quality control in cooperation with Accounting and Controlling. To manage risk, risk managers take measures to reduce the likelihood and/or impact of potential losses. For example, hedging transactions are concluded using financial instruments or insurance policies are taken out. Similarly, the managers responsible for chances take measures to increase their probability of occurrence and the advantages that can be gained from chances. Costs and benefits as well as the risk appetite of the Group are taken into account when choosing management instruments.

Based on this quarterly process, the Risk Committee, the Management Board and the Audit Committee of the Supervisory Board of Uniper Group are informed about the current risk/chance situation. Significant changes in risks are identified and addressed at any time, even during the quarter. The effectiveness of the risk management system is regularly reviewed by Internal Audit and an External Audit firm in accordance with legal requirements.

Risk and Chances Management by Category

In the course of conducting its commercial activities, the Uniper Group is exposed to uncertainties that are inextricably linked to its business activities. These uncertainties are reflected in risks and chances. Uncer-tain events with a possible negative effect in the worst case on the currently planned adjusted EBIT and/or net income are referred to as risks and events with a possible positive effect in the best case are referred to as chances.

Due to the large number of individual risks/chances, they are grouped into categories and subcategories in order to improve the clarity and management of concentrations by the Group Risk Committee. The following section describes the risk/chance categories to which the Uniper Group is exposed and the approaches used to manage them.

Financial Risks and Chances

The Uniper Group is exposed to financial risks, for example in connection with possible effects on current or deferred taxes arising from current or future tax audits, changes in legislation and the decisions by the vari-ous tax courts. Additional effects can result from the further development of national and international law through enactments and decrees of the respective tax authorities, as well as other financial management measures. Conversely, changes in legislation or the decisions by the various tax courts may have a positive effect on the current or deferred tax liability.

There are also financial risks and chances arising from unforeseeable non-periodic results and possible write-downs of financial investments. In order to reduce risks in this area, Uniper closely monitors the de-velopment of tax legislation and legal decisions and carries out regular impairment tests on its investments.

Credit Risks

The Uniper Group is exposed to credit risks associated with business operations and the use of derivative instruments. Credit risks arise from the non-settlement or partial settlement of outstanding receivables by counterparties and from replacement risks for derivative instruments.

The Uniper Group applies appropriate measures to actively manage credit risks, including setting limits for individual counterparties and counterparty groups, securing collateral, structuring contracts, transferring credit risk to third parties (such as insurers) and diversifying the credit portfolio. Existing credit risks are continuously measured and monitored to ensure that the measures taken are appropriate and risks are within the defined limits.

As part of centralized credit risk management, the credit rating of business partners is systematically as-sessed and monitored on the basis of Group-wide minimum standards. If creditworthiness is inadequate, collateral is demanded (e.g. bank guarantees, guarantees from the parent company, letters of awareness, etc.). To reduce the credit risk from derivative instruments, these instruments are concluded through ex-changes or bilaterally, generally on the basis of standard contracts, where an offset (netting) of all current transactions can, in principle, be agreed. In addition, bilateral margining agreements are concluded with se-lected business partners.

Liquid funds are invested with counterparties with an investment-grade rating.

Market Risks and Chances

Commodity Price Risks and Chances

The Uniper Group's operating activity, in particular the physical assets, long-term procurement contracts, and sales agreements with key customers, is exposed to considerable risks and chances due to the fluctua-tions in the price of commodities. For Uniper, market price risks arise in the following commodity areas: electricity, gas, coal, freight, oil, liquefied natural gas and emission allowances.

The Uniper Group manages the majority of its commodity price risks/chances through a central trading function. The aim of the trading function is to optimize the value of the Uniper Group's commodity portfolio while limiting and securing against associated potential losses. This involves the use of derivative financial instruments. The derivatives are also entered into for proprietary trading purposes. This takes place exclu-sively in compliance with tight internal and regulatory restrictions.

Risk management for commodity trading activities is based on general standards in the industry for trading transactions and also involves the segregation of duties as well as daily income and risk calculation and re-porting. Commodity price risks are kept within limits set by the Management Board.

For the purposes of risk management, commodity positions are aggregated into portfolios based on internal organizational responsibilities and trading strategies that are subject to risk limitations. Based on internal guidelines, value-at-risk limits are allocated and supplemented by stop-loss and volume-based limits. Where necessary, additional portfolio-specific restrictions are set.

Foreign Exchange (FX)/Interest Rate (IR) Risks and Chances

Due to its participation in business activities outside the euro area, the Uniper Group is exposed to currency risks/chances. These risks/chances result mainly from the following activities being carried out in foreign currency and fluctuating currency exchange rates: physical and financial trading of commodities, existing and new investments, obligations, external financing and shareholder loans within the Uniper Group.

The Uniper Group companies are responsible for managing their FX risks/chances from commodity trading, goods and services provided and received, as well as investment activities. Uniper SE assumes responsibil-ity for overall coordination of hedging measures by the companies and hedges the Group's net financial po-sition per currency also making use of derivative instruments which are executed in the external market where economically appropriate. Derivative financial instruments (mainly forward transactions) are used in the foreign exchange area exclusively to hedge existing foreign exchange risks, but not for proprietary trading.

Foreign currency risks are analyzed and monitored daily by a team of specialists applying the same stand-ards as for commodity price risk. Responsible management is informed daily of profits and losses associ-ated with foreign exchange activities and of existing risks and limit utilizations.

The Uniper Group is exposed to risks associated with fluctuating interest rates as a result of short-term or variable-rate borrowings as well as liabilities on the balance sheet such as pension provisions and asset retirement obligations. The Uniper Group primarily uses flexible financing instruments such as a commer-cial paper program or a revolving credit facility for external financing. In case of an increase in interest rates, the Uniper Group's financing costs will also increase. Changes in market interest rates and related discount factors will also impact the value of the Uniper Group's pension and asset retirement provisions.

Interest rate risk for the Uniper Group is centrally managed by the Finance function. Having access to fi-nancing instruments with different maturities and fix or floating interest rates allows Uniper to manage its interest rate risk. Interest rate risks are analyzed and monitored regularly by a team of specialists.

Market Environment Risks and Chances

In addition to commodity price risks, the Uniper Group is exposed to the risks/chances of a general deterio-ration/improvement of the market environment. These include macroeconomic developments affecting the supply and demand of energy, changes in the competitive situation and radical changes in global energy markets (e.g. the decline in conventional power production in favor of renewable generation to reduce CO2 emissions). Such developments could result in the Uniper Group's operating activities, such as the portfolio of physical investments, losing their market. In addition, this could trigger renegotiations of long-term sup-ply and sales contracts leading to contract and price adjustments which are detrimental/beneficial for Uniper Group. Significant risks/chances in connection with the market environment are addressed in the strategy process.

Operational Risks and Chances

Asset Operation Risks and Chances

Technologically complex production, generation, storage, distribution and handling facilities are used in the generation of energy. In principle, there is the possibility that human error, technical malfunctions or other events resulting in damages (e.g. natural disasters, sabotage, terrorist attacks, strikes, etc.) may nega-tively affect the availability of facilities. In addition, the aforementioned events could necessitate major re-pairs and result in personal injury and damage to property and the environment. Moreover, as regards elec-tricity generation, the Uniper Group is exposed to a production volume risk from meteorological and hydrological fluctuations.

To limit these risks, facilities are regularly inspected and maintained using a risk-based approach. In addi-tion, production processes and technologies are constantly being upgraded and optimized and staff trained accordingly. For losses that nevertheless occur, appropriate crisis-prevention measures have been set up and emergency plans created that also take into account environmental risks and insurance coverage has been provided to an extent that is economically appropriate.

Asset Project Risks and Chances

Part of Uniper Group's business activities involve the construction, expansion, renovation, conversion, or de-commissioning of power plants or other energy industry facilities. This involves the risk that actual con-struction costs exceed planned costs, that construction delays may occur, e.g. as the result of the regulatory approval process or that construction could even be stopped.

Risks relating to asset projects are addressed through a professional project management that recognizes that the identification of project-related risks is an integral part of project management whose purpose is to quickly identify and minimize such risks.

People and Process Risks and Chances

People risks include health and safety risks, risks due to the loss of special skills and risks due to errors on the part of employees who have not been sufficiently trained or who are not sufficiently qualified. In order to reduce people risks, the Uniper Group takes measures to ensure high health and safety standards and in-vests in the development and distribution of skills and succession planning. In addition, the existing com-pensation system for employees is regularly reviewed and adjusted. Furthermore, there is a risk that mem-bers of executive bodies or employees may conclude unauthorized or illegal transactions that could lead to legal proceedings being initiated against the Uniper Group or its employees, resulting in fines, loss of li-censes or similar. The Uniper Group counters this risk with a comprehensive network of controls and a compliance risk management system.

Process risks include risks due to inadequate, inefficient or broken business processes. Such process risks and human error risks are reduced by a comprehensive, Group-wide internal control system which is regu-larly audited. There is an effective business continuity management system in place for cases where people or process risks arise.

Information Technology (IT) Risks and Chances

Operational and strategic management of the Uniper Group is highly dependent on complex information and communication technology. Technical malfunctions, improper operation by employees, virus attacks, data loss or outages of IT systems can have significant negative impacts on ongoing operations of individual seg-ments of the Group or the Uniper Group as a whole and result in considerable costs and deterioration of reputation, which increase with the duration of the malfunction.

In addition, Uniper operates critical infrastructure in several European countries. This includes power sta-tions and gas storage facilities. External hacker attacks could have a negative impact on the operation of the infrastructure, to the environment and/or could lead to legal consequences. To manage Uniper assets ac-cording to legal requirements we have implemented an Information Management System based on ISO/IEC 27001 standards. External penetration testing and improving the critical IT and Operational Technology (OT) systems are parts of our Quality Management. The Information Management System is certified based on the respective national requirements. Uniper will continue to ensure implementation of security catalogues as they were released at the end of 2018 in Germany. In addition, Uniper operates a Cyber Defense Center to protect the operational technology area and also Uniper's sales and trading business and the standard of-fice environment.

Uniper also focuses on the safe handling of personal data to avoid any breach of data-protection-relevant processes. Processes related to personal data have been documented in a data protection management tool based on a best practice approach. Additional technical and organizational measures were implemented and assessed from a data security point of view, to avoid misuse of personal data or unauthorized access from outside. Uniper has developed and initiated the implementation of data deletion concepts.

Misuse or inadvertent dissemination of confidential data by an employee could lead to the disclosure of commercial secrets or violate data protection policies, resulting in fines for the whole Uniper Group.

Due to constant changes in the area of cyber threats, the Uniper Group keeps investing into information se-curity and data privacy. Uniper is constantly improving the protection measures. In 2020 considering the im-pact of the Covid-19 pandemic Uniper was able to meet the rising requirements for IT security in regard to working from home through state-of-the-art cloud technologies.

Legal Risks and Chances

The Uniper Group's operations in a variety of jurisdictions expose the Group to various legal risks and chances. These mainly comprise risks/chances arising from threatened or pending legal proceedings with regard to contract and price adjustments in connection with long-term supply or sales contracts, energy law and regulatory issues, licensing matters, as well as supplier disputes.

In order to minimize legal risks for Uniper, significant developments in the relevant jurisdictions are continu-ously monitored and actively communicated to the functions of the Uniper organization concerned. In addi-tion, the legal department is involved at an early stage in contract negotiations and imminent legal proceed-ings in order to minimize risks and take advantage of chances by providing appropriate procedural support and assisting in the drafting of contracts inadvance.

Political and Regulatory Risks and Chances

Political and regulatory interventions present the Uniper Group's operations with various risks/chances. These include, for example, the introduction and modification of capacity markets, the phasing out of coal-fired power generation, which is being discussed in various countries, tightening emission standards, changing requirements with regards to renewable energy and sanctions. Other risks arise from the imple-mentation and amendment of financial market regulations that affect the Uniper Group, such as EMIR (Eu-ropean Market Infrastructure Regulation), REMIT (Regulation on Energy Market Integrity and Transparency), MiFID II (Markets in Financial Instruments Directive). Potential changes to existing financial market regula-tion could significantly increase administrative burdens and result in the need for additional liquidity. In ad-dition, changes to existing energy regulation in the markets in which Uniper Group operates could lead to up- and downsides from higher/lower costs or revenues. The Uniper Group monitors regulatory develop-ments continuously in order to ensure compliance with relevant requirements.

To limit regulatory risk, the Uniper Group maintains intensive dialogue with external stakeholders, such as government agencies, political parties, regulators and associations, in order to identify in a timely manner any potential adverse effects on the Uniper Group arising from changes in the political, regulatory and legis-lative environment and to reduce this risk through involvement in shaping the proposed measures.

Risk and Chances Profile of the Uniper Group

Assessment Approach for Risks and Chances

In the Uniper Group, individual risks and chances are generally quantified. A qualitative assessment is made only in the few exceptional cases for which quantification is not possible. Individual risks are considered on a net basis, i.e. including implemented and effective risk-reduction measures. In principle, the quantification of individual risks/chances is carried out by statistical modeling of the probability of occurrence and impact. The impact is primarily modeled as potential impact on earnings, i.e. impact on the currently planned ad-justed EBIT and/or net income for each year of the three-year medium-term planning time horizon of the Uniper Group.

To assess the overall risk and chances profile in regard to Uniper's earnings situation, the Uniper Group uses a multistage process. In a first step, all quantified material individual risks and chances with a potential impact on planned adjusted EBIT and/or net income are allocated to the categories and subcategories de-scribed above. The materiality threshold for considering individual risks and chances is set to €20 million. This takes into account all quantified risks which, in the worst-case scenario (99% confidence interval), could cause losses of €20 million and more after risk mitigation measures in one year of the three-year medium-term planning time horizon. Similarly, all quantified chances are considered which, in the best-case sce-nario (1% confidence interval), could have a positive impact of at least €20 million in one year of the three-year medium-term planning time horizon.

In a second step, the risks/chances are aggregated in each category/subcategory. For this purpose, a Monte Carlo simulation is applied for each year of the three-year planning horizon to all the risks/chances as-signed to a category/subcategory, which produces an aggregated distribution function for the potential devi-ations from the currently planned adjusted EBIT and/or net income per year. In a third step the 1% (best case) and 99% (worst case) confidence intervals are gathered from these aggregated distribution functions per year and an average over the relevant three-year time horizon is calculated. Based on this average value, each category/subcategory is assigned an assessment class for the best and worst case in accord-ance with the following table.

Assessment Classes
Potential average impact on earnings per year (best
Assessment class	case/worst case)
Insignificant	≤ €5 million
Low	> €5 million and ≤€20 million
Moderate	> €20 million and ≤€100 million
Significant	> €100 million and ≤€300 million
Major	> €300 million

For example, if a category/subcategory is rated as "moderate", this means that in the worst case any loss in earnings from this category/subcategory is only with a probability of 1% expected to be higher than on aver-age €20 to €100 million per year. In the best case a positive effect on earnings is only with a probability of 1% expected to be higher than on average €20 to €100 million per year.

The potential impact of risks and chances on Uniper's liquidity situation is modeled separately based on a similar approach as for the analysis of the earnings situation. The result is used to assess the Groups liquid-ity risk situation against its risk-bearing capacity (see "Assessment of Overall Risk Situation" below ). Major individual risks and chances for Uniper's liquidity situation are described in the section " Information on Ma-jor Individual Risks/Chances".

Extreme risks and chances with a likelihood of occurrence <1% but a potentially very high impact, are not considered in the standard quantitative analysis. Those risks and chances are, however, monitored regu-larly.

Assessment of the Risk and Chances Profile (Worst Case Scenario)

The following table provides an overview of the risk and chances profile in the worst-case scenario for the Uniper Group as of December 31, 2020,compared to the risk and chances profile as per December 31, 2019:

Potential Average Impact on Earnings (Worst Case)

Potential average impact on earnings

in a worst case (99%)Category

Subcategory

Dec. 31, 2020

Dec. 31, 2019

Financial Risks/Chances Credit Risks

Moderate Significant

Market Risks/Chances

Commodity Price Risks/Chances

Significant

Moderate Significant Significant

Foreign Currency and Interest Rates Risks/Chances Market Environment Risks/Chances

Major SignificantOperational Risks/Chances

Asset Operation Risks/Chances Asset Project Risks/Chances People and Process Risks/Chances Information Technology (IT) Risks/Chances Legal Risks/Chances

Significant

Major Significant Significant

Major Significant Significant

Major Significant Significant

Political and Regulatory Risks/Chances

Major Moderate

Major Moderate

Changes in the Risk and Chances Profile (Worst Case) Compared to the Previous Year

The profile of the potential average worst case impact from quantified risks and chances with an earnings impact on the Uniper group as per December 31, 2020 did not change compared to December 31, 2019.

Assessment of the Risk and Chances Profile (Best Case Scenario)

The following table provides an overview of the risk and chances profile in the best-case scenario for the Uniper Group as of December 31, 2020 compared to the risk and chances profile as per December 31, 2019:

Potential Average Impact on Earnings (Best Case)

Potential average impact on earnings in a

best case (1%)

Category	Subcategory	Dec. 31, 2020	Dec. 31, 2019
Financial Risks/Chances	Moderate	Moderate
Credit Risks	-	-
Market Risks/Chances	Commodity Price Risks/Chances	Significant	Significant
Foreign Currency and Interest Rates Risks/Chances	Major	Major
Market Environment Risks/Chances	Moderate	Moderate
Operational Risks/Chances	Asset Operation Risks/Chances	Insignificant	Moderate
Asset Project Risks/Chances	-	-
People and Process Risks/Chances	-	-
Information Technology (IT) Risks/Chances	-	-
Legal Risks/Chances	Significant	Significant
Political and Regulatory Risks/Chances	Low	Insignificant

Changes in the Risk and Chances Profile (Best Case) Compared to the Previous Year

•  The chances in the category Asset Operation Risks/Chances decreased in value due to reduced upsides from asset-related volume uncertainties.

•  The slight improvement in the Political and Regulatory Risks/Chances category is related to multiple smaller improvements across several risks/chances in this category.

Information on Major Individual Risks/Chances

An individual risk (chance) is considered major if its potential worst (best) case negative (positive) impact on earnings or on cash flow is €300 million or more in any one year of the three-year planning horizon. The im-pact assessment of the individual risk/chance is based on a quantitative or qualitative approach as indi-cated. The classification "Major Financial Impact" shows if the major (i.e. >€300 million) impact of a risk/chance is on the Uniper Group's earnings or liquidity situation or both should it materialize. As far as the risks and chances in each category are quantified and earnings effective the potential impact is consid-ered in the tables shown above (Assessment of the Risk and Chances Profile (Worst/Best Case Scenario)).

Major Individual Risks and Chances

Major indvidual risks and chances

Subcategory	Major financial impact	Assessment
Financial risk	Liquidity	quantitative

Rating downgrade risk

The Uniper group is exposed to a liquidity risk which is contingent on a downgrade of its long-term credit rating. A potential downgrade from the current BBB investment grade rating to BBB- or below would trigger counterparties' - particularly in the trading business - right to demand additional collateral which would need to be provided via liquid assets or bank guarantees. The related risk is measured, monitored, and managed against a given limit.

In 2020, S&P lifted the CreditWatch negative and affirmed Uniper's long-term credit rating at BBB, albeit with a negative outlook. The negative outlook reflects the negative outlook on the BBB rating of Uniper's majority shareholder Fortum Oyj, which serves as a cap for Uniper's rating.

Uniper strives to maintain a stable investment grade rating of BBB. To this end Uniper is constantly monitoring all rating-related developments and has identified concrete actions to be implemented to either avoid the downgrade or mitigate and manage the implications.

Legal risk

Earnings

quantitative

Datteln 4: permitting risk Since May 30, 2020, the coal-fired power plant Datteln 4 with a net electrical output of approximately 1,055

MW has been in commercial operation. Construction and operation are based on the currently granted immission control permit from the district government of Munster and the project-based development plan No. 105a by the city of Datteln. However, the project continues to be the subject of several administrative lawsuits. If, as a result of the pending legal proceedings, the permit is revoked, or the development plan is declared ineffective, there is the major individual risk that all investments made to date will have to be written off. The coal exit law which entered into force in August 2020 has not changed the potential for this permitting risk.

Asset project risk

Earnings

quantitative

Nord Stream 2: project failure risk

The Uniper Group is involved in financing the Nord Stream 2 project. As part of this financing, there is a default risk for receivables from Nord Stream 2 AG, particularly in the event the project cannot be completed successfully. The main risk for the completion of the project are actual and potential US sanctions. Current sanctions have only been imposed on a pipelay vessel and its owner. Nord Stream 2 AG confirmed repeatedly that they are working to complete the project.

Political and regulatory risk

Earnings and liquidityqualitative

US sanctions risk

Due to the ongoing political tensions between the US and Russia and the unpredictable nature of the threat of sanctions, US sanctions present a major individual risk for the Uniper Group. The Uniper Group's Russian and global trading business, as well as the Uniper Group's financing of the Nord Stream 2 project, are the main sources of potential US sanctions risk. The Uniper Group continues to actively monitor the situation and takes all required actions to ensure compliance with prevailing rules, as well as consult with relevant stakeholders. Specifically relating to the Nord Stream 2 project, the Uniper Group continues to act fully in line with applicable sanctions laws.

Market environment risk

Earnings

quantitative

Provisioning regasification capacities risk

A deterioration in the economic situation or upheavals in the market for LNG could lead to a lower than planned utilization of the long-term capacity booked in the regasification plants in the LNG business and make it necessary to set up provisions for onerous contracts over the entire remaining booking period. The Uniper Group strives to further increase the utilization of this booked capacity and thus improve the revenue situation.

Market environment risk

Earnings and liquidityqualitative

Renegotiation of long-term gas contracts risk/chance

Long-term gas supply contracts generally include the possibility for the customer and the supplier to adapt contractual terms to changed market conditions. On the one hand, this entails the major risk for Uniper that suppliers will impose conditions that are detrimental to the Company. On the other hand, it can be a major chance as renegotiated conditions may be beneficial for Uniper. In order to limit the risk and realize the associated chance, intensive negotiations are conducted by the most experienced employees who have access to the entire expertise of the Uniper Group and, if necessary, even beyond.

Interest rate risk

Earnings

quantitative

Interest rate risk/ chance

Potential gains and losses from increases or decreases of interest rates used for discounting long-term obligations like pensions and asset retirement obligations are a major chance/risk for the Uniper Group.

The ranking of the risks is discretionary and has no particular meaning.

Additional Risk/Chance Developments to Note

The following section provides information on risks and chances which do not qualify as major individual risk or chance but are worthy of note. As far as these risks and chances are quantified and could have an impact on Uniper's earnings situation they are considered in the tables shown above (Assessment of the Risk and Chances Profile (Worst/Best Case Scenario)).

Covid-19 Pandemic-related Risks

In 2020, the Covid-19 pandemic started to impact Uniper's financials (mainly via demand reduction) as well as operational activities (mainly via Berezovskaya 3 project delays). As the economic implications of the pan-demic are expected to continue well into 2021, Uniper is still exposed to a number of Covid-19-related risks such as: a) falling commodity prices which could lead to lower revenues from Uniper's energy production as well as impairments on Uniper's assets; b) financial losses due to Covid-19 induced defaults of counterpar-ties; c) supply chain issues, caused by force majeure cases, travel restrictions, missing equipment, etc. which may lead to a delay in Uniper's asset projects or to unplanned outages in Uniper's asset operations; and d) business continuity issues caused by Covid-19 infections among Uniper's employees. The potential impacts from these risks affect different risk categories, are all quantified and mostly earnings-relevant. Uniper continues to closely monitor Covid-19-related risks and management at all levels of Uniper takes appropriate actions to implement measures to reduce the risk impacts down to a minimum wherever possi-ble.

Risks from Europe Exiting Coal-fired Power Generation

Following the coal exit law in Germany, which came into effect in August 2020, the phase-out of coal and its conditions are now largely determined in the European countries where Uniper operates coal plants. Conse-quently, the financial uncertainty which existed for Uniper around such exits has reduced significantly. The residual risk in Germany stems from the coal exist law having agreed review points, which could result in the German government deciding to shorten the runtime of Datteln 4 including the associated financial con-ditions. In the Netherlands, the Dutch government is proposing additional measures for coal-fired plants as a result of the Urgenda Verdict in order to achieve the national greenhouse gas reduction targets. These measures for coal-fired power production restrictions could affect the Maasvlakte 3 plant during the years 2021 to 2024 where compensation by the Dutch government is explicitly foreseen. The potential impact from these residual risks are either beyond the planning horizon or could so far only be assessed on a quali-tative basis.

Berezovskaya 3: Delay Risk

Following the fire in the boiler house at the GRES TG 3 unit of the Berezovskaya power plant in Russia on February 1, 2016, a dedicated project has focused on replacing the damaged essential components of the 800 MW boiler. For a certain period of time, the project suffered from resource and productivity issues, which were exacerbated by the influence of Covid-19. The epidemic situation on the project site could since be stabilized and the project work is progressing such that the commercial operation date continues to be expected in the first half of 2021. Nevertheless, a residual risk for a further project delay remains. The po-tential impact from this residual risk is quantified and considered in the asset project risk category.

Chances from Innovation

Uniper operates an innovation portfolio which actively addresses the megatrends of decarbonization, decen-tralization and digitization. The portfolio focuses on topics where Uniper can deploy its capabilities and as-sets in an optimal way in order to add value for a sustainable transformation of the energy system and to profit from them commercially. Examples for Uniper's innovation activity are various projects around the innovative use of batteries, power-to-gas technology, smart and green heat solutions, alternative fuels and carbon capture and usage (CCU). The potential impact from these chances so far could only be assessed on a qualitative basis.

Assessment of Overall Risk Situation

The overall risk situation of the Uniper Group is assessed on the basis of its risk-bearing capacity concept. This concept assesses the Group's risk-bearing capacity from an equity and liquidity perspective. For the equity perspective the risk-bearing capacity is defined as the book value of the Uniper Group's equity and for the liquidity perspective as the available financing sources which are not dependent on rating triggers. To assess the utilization of the Uniper Group's risk-bearing capacity, it is compared with the potential worst case loss of income (99%) for the equity perspective and with the potential worst case loss of cash (99%) for the liquidity perspective at Group level for each year of the three-year planning horizon. This potential loss of income and cash flow is calculated based on the given risks/chances profile while considering correlations between the categories of risks/chances.

Based on this analysis, the overall risk situation of the Uniper Group and Uniper SE as of December 31, 2020 is not considered to be a threat to the Company's continued existence. The overall risk situation is also con-sidered appropriate in view of the financial targets set.

Forecast Report

Business Environment

Macroeconomic Situation

The OECD expects the global economy to recover significantly in 2021. Supported by strong growth in China, it should return to the level recorded before the Covid-19 pandemic by the end of the year. Nevertheless, the OECD expects significant regional differences, with countries and regions with effective testing, tracking and isolation systems and countries that will quickly achieve high vaccination rates recovering faster than oth-ers.

For the euro area, the OECD does not expect the economy to reach its pre-Covid-19 pandemic level until the end of 2022, as the investment climate will remain depressed until large parts of the population have been vaccinated. For this reason, growth is also likely to remain subdued in Germany and the Netherlands, espe-cially as the renewed lockdown measures will hit the trade and services sectors particularly hard. The same applies to the United Kingdom, although the outlook there is subject to various uncertainties, despite the successful conclusion of a trade agreement with the EU. The UK economy will therefore have to adjust to the new trade policy conditions. For Sweden, the OECD expects growth to approach the pre-Covid-19 pandemic level as early as 2021; for Russia this is not expected before 2022. For the U.S., the OECD expects growth rates to pick up in 2021, supported by an expected further economic upswing that will boost disposable in-come and private consumption. Nevertheless, the upswing there is also expected to remain fragile until large parts of the population have been vaccinated.

Energy Markets

The economic recovery is expected to increase energy demand in 2021. In addition, as in previous years, the energy markets in Europe are expected to continue to be significantly influenced by political decisions, weather factors and the development of supply and demand on the global commodity markets.

The agreement reached in early December 2020 between the OPEC countries and Russia (OPEC+) to make only moderate cuts in the production of crude oil from January 2021 and to extend this additional supply over a longer period led to a significant price recovery. The supporting effect of this agreement on crude oil prices should continue in 2021, mainly due to the faster response time of OPEC+, which will initially hold monthly consultations on the effectiveness of production quotas. However, the vulnerability to sharp price swings in oil will remain high, for example due to the currently uncertain future role of Iran and Libya. On the other hand, strong competition from the U.S. shale oil industry is unlikely in the foreseeable future, as in-vestments there were significantly reduced in 2020, among other factors.

The recovery in coal demand and the further development of Colombian coal production will have a signifi-cant impact on price developments in the European coal market. A recovery in gas prices should have a supporting effect on coal demand. The price of European coal is expected to continue to be strongly influ-enced by global coal price developments. This includes in particular Chinese import policies, as well as the economic recovery in India and the further development of LNG prices.

Provided that the coronavirus-related economic and social restrictions seen in 2020 are not repeated in 2021, European gas prices should settle at a higher level in 2021 than in 2020. Growing price differences in global markets due to sharply higher Asian LNG import prices and low LNG supplies to Western Europe re-flect logistical constraints in the LNG market and should therefore support European gas prices in the first quarter of 2021. Demand should recover to seasonally normal levels in the summer of 2021. At the same time, the lower availability of coal generation capacity is expected to further stabilize the gas market. Gas production in Europe will also decline further, while the agreed transit volume through Ukraine will be re-duced from 65 bcm to just 40 bcm.

The switch to the fourth trading period (years 2021-2030) is associated with a significant reduction in the expected supply of emission allowances. Combined with the increased transfer quota of the market stability reserve until 2023, this is expected to lead to a significant reduction in the existing surplus of allowances in the coming years, which could have a price-supporting effect, depending on the willingness to sell on the part of the market players holding the existing surpluses. In addition, EU institutions will push political pro-cesses forward that are also likely to have a major influence on market price formation. These include, in particular, the conclusion of the trilogue negotiations on the EU's 2030 emissions target as well as the start of several review processes on the Emissions Trading Scheme and the Market Stability Reserve. Potential macroeconomic disruptions related to the Covid-19 pandemic, among other things, could have a negative impact on industrial production and electricity demand and lower the carbon price in the European Emis-sions Trading Scheme.

A key political factor for the German electricity market in 2021 will be the entry into force of the amended German Renewable Energy Sources Act (EEG). The EEG sets targets for wind and solar capacity to achieve a 65% share of renewable generation in electricity consumption by 2030. These targets could be increased based on the planned increase in the EU climate target in the context of carbon reduction.

In thermal generation, the phase-out of nuclear energy continues with the decommissioning of three of the remaining six power plants at the end of 2021. Based on the first auction for the decommissioning of coal-fired power plants, plants with a capacity of 4.8 GW have already ended commercial operation at the begin-ning of 2021. A further 1.5 GW will be decommissioned by the end of 2021 with the second auction.

Giving an outlook for the coming calendar year 2021 and the associated developments on the British elec-tricity market seems more uncertain than ever before. In particular, Brexit and the associated introduction of an EU-independent carbon emissions trading system as well as the possibility of further restrictions due to the Covid-19 pandemic represent two challenges that are very difficult to assess. Furthermore, the de-layed commissioning of the IFA2 high-voltage cable between France and the UK in the first quarter of 2021 is another source of increased uncertainty.

The year 2021 is in the middle of a period of strong additions to wind generation capacity, as well as the re-duction of nuclear power in Sweden and the addition of interconnectors. A strong expansion of wind energy is taking place primarily in the more northern regions of Scandinavia, where a high wind yield is also possi-ble on the mainland. A further strong expansion of installed wind generation capacity is foreseen for the coming years. This will also require an expansion of line capacities. Interconnectors between Norway and Germany with a maximum capacity of 1,400 MW (NordLink) and another connection between Denmark and Germany with an expansion to 1,000 MW (KriegersFlak) went into operation at the end of 2020. The hydro-logical situation in conjunction with regional wind generation will continue to be key for the amount of elec-tricity generated from hydroelectric power and for short-term price movements.

Forecasting Methods

Uniper continuously reviews its outlook for its medium-term earnings and financial situation. The Company publishes a forecast of the expected development of the main controlling factors, including an outlook for adjusted EBIT and, since the fiscal year 2020, adjusted net income.

Anticipated Earnings and Financial Condition, General Statement on Expected Future Development

The forecast for the 2021 fiscal year continues to be significantly influenced by the difficult conditions in the energy industry and political environment and the associated volatile development of prices in all the Euro-pean electricity markets. Market-related lower earnings contributions from the fossil-fuel power plants - both in Europe and in Russia - and other developments reflect this trend. Furthermore, the strong results in energy trading from the 2020 fiscal year will be lower in 2021. These effects will be offset by higher electric-ity prices in all European markets and by higher output at the hydroelectric power plants in Germany and Sweden. The commissioning of the Datteln 4 power plant in Germany and the return to service of the Bere-zovskaya 3 power plant in Russia will also have a positive impact on overall earnings.

Uniper therefore expects adjusted EBIT for 2021 to be to be significantly below the prior-year figure, within a range from €700 to €950 million.

For each of the operating segments, this means:

Adjusted EBIT

€ in billions	2020	Forecast 2021
European Generation	0.5	Significantly above prior year
Global Commodities	0.5	Significantly below prior year
Russian Power Generation	0.2	Significantly below prior year

The European Generation segment's adjusted EBIT for 2021 is expected to be significantly above the prior-year figure. The improved availability of the Swedish nuclear power plants and the operation of the Datteln 4 power plant in Germany for the full year will have a positive effect. This will be partially offset by lower prices achieved for the production of the nuclear power plants in Sweden and the absence of extraordinarily high earnings from the portfolio optimization of fossil-fuel power plants in 2020.

For the Global Commodities segment, Uniper expects adjusted EBIT for 2021 to be significantly lower than it was in 2020. The extraordinary earnings in the gas business recorded in 2020 are expected to be signifi-cantly lower in 2021. In contrast, the LNG margin is projected to be significantly higher than the prior year in 2021 as a result of higher contributions from long-term contracts and increased earnings contributions from business activities in Asia.

Uniper expects adjusted EBIT for the Russian Power Generation segment to be significantly below the prior-year level in 2021. Lower earnings from expiring long-term capacity contracts are only partly offset by the planned commissioning of the Berezovskaya 3 power plant in the first half of 2021.

For adjusted net income, Uniper expects a significant decrease compared to the previous year and antici-pates that the indicator will range between €550 million and €750 million. Adjusted net income largely tends to follow the expected development of adjusted EBIT; in addition, negative interest effects on asset retire-ment obligations from fiscal 2020 will not recur.

The disclaimer statement on the inside cover page of this Annual Report applies, in particular, to the for-ward-looking statements made here.

Planned Financing Initiatives

The Uniper Group expects to be able to finance net investment spending planned for 2021 and the dividend payout for the 2020 fiscal year predominantly from the operating cash flow it expects to generate in 2021 and, if necessary, with additional financing measures. The Commercial Paper Program, for which the re-volving credit facility serves as a back-up, is the main instrument used to cover any peaks in the Group's fi-nancing needs during the year. In case additional mid- to long-term funding needs from e.g. growth invest-ments were to arise throughout the year, Uniper could utilize - inter alia - the Debt Issuance Program ("DIP"), which will undergo its regular update in the first quarter of 2021.

There are no material financial liabilities that need to be refinanced in 2021.

Forecast Non-Financial Performance Indicators

Direct Carbon Emissions (Scope 1)

Uniper's total direct carbon emissions (scope 1) from European power generation in 2021 is expected to be about 9% above the previous year's level. For the Uniper Group, it is expected to be 8% above the previous year's level. The estimate for 2021 was made on the basis of 2020 emissions, with few additional assump-tions on changes within the generation portfolio. This increase would follow from commissioning the power plant Datteln 4 at the end of May 2020, the return of Irsching 4 and 5 to commercial operations at the begin-ning of October 2020 and the expected restart of Berezovskaya 3 in the first half of 2021. These additional emissions can only be partially compensated by reduction measures and divestments, as Uniper is only at the beginning of its phase-out of coal-fired power generation in early 2021 with the transfer of Heyden 4 power plant to cold reserve.

This forecast could not take into account a number of critical factors, such as actual outturn electricity prices and spot commodity prices (natural gas, hard-coal, and carbon) but also actual technical availabilities of thermal assets and actual customer demand to be met by assets.

HSSE & Sustainability Improvement Plan

Building on 2020, Uniper's 2021 HSSE & Sustainability Improvement Plan will focus strategically on raising employee awareness on Sustainability through e-training and functional leaders demonstrating contribution as well as continuing to build Uniper's health culture by implementing local health actions. Operationally, the plan will also deliver the HSSE & Sustainability "Beyond Zero" initiative in the area of responsibility of the Chief Operating Officer.

There has been much preparatory work completed and positive discussions held with leaders to date for the 2021 HSSE & Sustainability Improvement Plan, therefore Uniper expects to fulfil the 2021 HSSE & Sustaina-bility Improvement Plan as well.

Internal Control System for the Accounting Process (Disclosures Pursuant to Section 289 (4) and Section 315 (4), of the German Commercial Code on the Internal Control System for the Accounting Process)

General Principles

Uniper's Consolidated Financial Statements are prepared in accordance with Section 315e (1) of the German Commercial Code (HGB) and with those International Financial Reporting Standards (IFRS) and IFRS Inter-

pretations Committee interpretations (IFRS IC) that were adopted by the European Commission for use in the EU as of the end of the reporting period, and whose application was mandatory as of the balance sheet date (see Note 2 in the Notes to the Financial Statements). The Group's IFRS reportable segments are Euro-pean Generation, Global Commodities and Russian Power Generation.

Internal Control System for the Accounting Process

The annual financial statements of Uniper SE are prepared in accordance with the provisions of the German Commercial Code, the SE Regulation in conjunction with the German Stock Corporation Act (AktG), and the German Energy Industry Act (EnWG). Uniper prepares a Combined Management Report that applies to both the Uniper Group and Uniper SE.

Accounting Process

All companies included in the Consolidated Financial Statements must comply with uniform accounting and reporting guidelines for consolidated annual and interim financial statements. The guidelines describe the applicable principles of accounting and measurement consistent with IFRS, and they additionally explain and interpret accounting rules that are particular to Uniper. Changes to laws, new or amended accounting standards and other pronouncements are analyzed regularly in terms of their relevance to and impact on the Consolidated Financial Statements and, if necessary, reflected in updates to policies and to systems.

The Group companies are responsible for preparing their financial statements in a proper and timely man-ner. They receive substantial support from Uniper Financial Services GmbH (UFS) in Regensburg, Germany, and, in some cases, from a local external service provider, both of which kept accounts and performed work on the annual financial statements. The financial statements and Group packages of subsidiaries included in consolidation are audited by the subsidiaries' respective independent auditor. The specialist department for consolidation is responsible for performing consolidation activities and for monitoring adherence to guide-lines for scheduling, processes and content. Monitoring of system-based automated controls is supple-mented by manual checks.

Additional qualitative and quantitative information relevant to accounting and financial reporting is compiled within the year-end closing processes. Furthermore, dedicated quality-control processes are in place for all departments involved to discuss and ensure the completeness and accuracy of relevant information on a regular basis, and, where appropriate, to present it in the consolidated financial statements.

Uniper SE's separate annual financial statements are prepared using software. The accounting and prepa-ration processes are divided into discrete functional steps. The transactional processes relating to subsidi-ary ledgers, bank activities and financial back office and general ledger processes for the German group companies are performed by UFS, as in the previous year; international general ledger processes are mainly performed within the respective national subsidiaries. Both automated and manual controls are inte-grated into each step. Defined procedures ensure that all transactions and the preparation of the annual fi-nancial statements are recorded, processed, assigned on an accrual basis and documented in a complete, timely and accurate manner. Relevant data from Uniper SE's separate annual financial statements are, where necessary, adjusted to conform with IFRS and then transferred to the consolidation software system using software-supported transfer technology.

Internal Control and Risk Management System

The following explanations concerning the internal control system (ICS) and general IT controls apply equally to the Consolidated Financial Statements and Uniper SE's separate financial statements.

Internal controls are an integral part of Uniper's accounting processes. Uniform accounting requirements and procedures are defined for the entire Uniper Group in a standardized set of guidelines. These guidelines encompass general and specific requirements for a system of internal controls, as well as standards for establishing, documenting and evaluating internal controls and the final sign-off process. These rules are designed to prevent the occurrence of material misstatements in the Consolidated Financial Statements, the Combined Management Report and the interim reports due to errors and to fraud.

The internal control system is based on the globally recognized COSO framework (COSO: Committee of Sponsoring Organizations of the Treadway Commission). The specific ICS requirements are defined in a cen-tralized risk catalog, which encompasses company- and industry-specific aspects, defines possible risks to the accounting processes and thus serves as a checklist and provides guidance for the establishment and documentation of internal controls within the different functions. Controls covering the risks defined in the risk catalog are documented in a central IT application.

The general ICS requirements form another key component of the internal control system: they define the overarching ICS principles that are fundamental to every function within the Uniper Group. The internal sign-off process is based, among other things, on an annual assessment by functional owners of the processes and controls for which they are responsible, and comprises a statement concerning the effectiveness of the internal control system that is in place. All functions within the Uniper Group are involved in this process be-fore the full Management Board signs off on effectiveness for the Uniper Group as a whole.

Uniper SE Supervisory Board's Audit and Risk Committee will be regularly informed about the internal con-trol system and any significant issue areas it identifies in the Uniper Group's various processes. In the areas where there are issues, measures to improve the ICS are developed together with process managers; the implementation of these measures is tracked by the Internal Audit department in a related process.

External service providers provide IT services for most of the Uniper Group's entities. The effectiveness of the automated controls in the standard accounting software systems and in key additional applications de-pends to a considerable degree on the proper functioning of IT systems. These IT controls primarily involve ensuring the proper functioning of access-control mechanisms of systems and applications, of daily IT oper-ations (such as emergency measures) of the program change process and of the management of external IT service providers.

Closing Statement by the Management Board in Accordance with Section 312 (3) AktG

In summary, the Management Board of Uniper SE issues the following closing statement in accordance with Section 312 (3) AktG: "Under the circumstances that were known to us at the time of such legal transactions being undertaken, the Company was not disadvantaged in the reporting period between January 1 and De-cember 31, 2020 as a result of the legal transactions listed in the report on relationships with affiliated com-panies. During the reporting period, no measures were taken or refrained from at the initiative of the con-trolling entities (Fortum Deutschland SE and the companies and persons directly or indirectly involved in Fortum Deutschland SE, including Fortum Oyj and the Republic of Finland) or an affiliated company to these controlling entities."

Additional Disclosures Regarding Takeovers in Accordance with Sections 289a and 315a of the German Commercial Code

Composition of Capital Stock

As in the previous year, the capital stock amounts to €622,132,000 and consists of 365,960,000 no-par-value shares (shares without nominal amount). The shares are registered shares. Each share of stock has the same rights and one vote at a Shareholders Meeting.

Restrictions on Voting Rights or the Transfer of Shares

In the cases provided for by Section 136 of the German Stock Corporation Act (AktG), voting rights pertaining to the affected shares are excluded by law. Accordingly, if Uniper SE acquires and holds treasury shares, Section 71b AktG prohibits the exercise of rights pertaining to such shares.

There are no other known restrictions on voting rights or the transfer of shares.

Direct or Indirect Shareholdings Exceeding 10% of Voting Rights

After the Republic of Finland notified Uniper in a voting rights notification dated October 9, 2019 that its share of voting rights in Uniper SE, which is held directly by Fortum Deutschland SE and indirectly by For-tum Oyj, had increased to 73.40%, there was a further change in 2020. In a new voting rights notification, the Republic of Finland informed Uniper that the threshold of 75% was exceeded on August 17, 2020, and that the share of voting rights amounted to 75.01% as of this date.

Elliott held 17.84% of the voting rights in Uniper SE in 2019 and has notified that since March 26, 2020 there has no longer been a shareholding amount subject to disclosure here. Thus, agreements signed by Fortum in 2019 with the shareholders Elliott and Knight Vinke on the acquisition of more than 20.5% of the shares in Uniper have been executed.

The above information is based, in particular, on the notifications pursuant to Sections 33 et seq. of the Ger-man Securities Act (WpHG), which Uniper SE has received and published.

Additional Disclosures Regarding Takeovers

Statutory Requirements and Provisions in the Company's Articles of Association Regarding the Appointment and Removal of Management Board Members and Amendments to the Articles of Association

Pursuant to the Company's Articles of Association, the Company's Management Board consists of at least two members. The Supervisory Board determines the number of members and decides on their appoint-ment and removal.

The Supervisory Board appoints members to the Management Board for a term not exceeding five years. Reappointments are permissible. The Supervisory Board can appoint one of the members of the Manage-ment Board as its Chairman. In the absence of a required Management Board member, the courts make the necessary appointment in urgent cases. The Supervisory Board can revoke the appointment of a member of the Management Board and the appointment as Chairman of the Management Board for serious cause.

Resolutions of the Shareholders Meeting are adopted with the majority of valid votes cast, unless other-wise stipulated by mandatory law or the Articles of Association. Unless another type of majority is stipulated by mandatory legal provisions, amendments to the Articles of Association require a majority of two-thirds of the votes cast or, if at least one-half of the capital stock is represented, a simple majority of votes cast. This does not apply for changing the purpose of the Company, for a resolution according to Article 8 (6) of the SE Regulation and for other cases requiring a higher majority of capital.

The Supervisory Board is authorized to decide by resolution on amendments to the Articles of Association that affect only their wording and, in particular, is authorized to revise the wording of the Articles of Associa-tion upon utilization of authorized or contingent capital.

Authority of the Management Board to Issue or Buy Back Shares

Authorized Capital

The Management Board is authorized, subject to the Supervisory Board's consent, to increase the Com-pany's capital stock until June 30, 2021, by up to €145,112,289 through the issue on one or more occasions of up to 85,360,170 new no-par-value registered shares against cash and/or non-cash contributions.

The Management Board may, subject to the Supervisory Board's consent, exclude the subscription right that must, in principle, be granted to shareholders. Such exclusion of subscription rights is possible when shares are issued against cash contributions in the amount of up to 10% of the capital stock then existing or- should this value be lower-the capital stock existing when the authorization is exercised. Subscription rights may also be excluded when shares are issued against non-cash contributions, but only to the extent that the shares issued under such authorization against non-cash contributions do not represent in the ag-gregate more than 20% of the capital stock then existing or-should this value be lower-the capital stock existing when the authorization is exercised. Furthermore, shareholder subscription rights may also be ex-cluded with regard to fractional amounts and when shares are issued to persons employed by the Company or one of its affiliates.

Convertible Bonds and Warrant-Linked Bonds

The Management Board is authorized, subject to the Supervisory Board's consent, to issue debt instruments during the period up to June 30, 2021, having a total nominal value of up to €1,000,000,000 that, respec-tively, grant rights or impose obligations of conversion or purchase, in accordance with the relevant terms and conditions of the bonds and warrants, with respect to up to 85,360,170 no-par-value registered shares of the Company, representing a pro-rata interest in its capital stock of up to € 145,112,289 in total, to or on the holders or creditors of the bonds or warrants.

The bonds may also be issued by an affiliate of the Company against cash and/or non-cash contributions. Here, too, the Management Board may, with the Supervisory Board's consent, exclude the subscription right to which shareholders are entitled in principle. In connection with these convertible bonds and warrant-linked bonds, conditional capital was created by shareholder resolution. Pursuant thereto, the capital stock is conditionally increased by up to €145,112,289 through the issue of up to 85,360,170 no-par-value regis-tered shares for the purpose of granting shares upon exercise of rights and obligations of conversion or purchase.

Purchase of Treasury Shares

Pursuant to a resolution of August 30, 2016, the Company is authorized until June 30, 2021 to acquire treas-ury shares up to a total of 10% of the capital stock existing at the time the resolution was adopted.

At the Management Board's discretion, such purchase may take place on the stock exchange, by way of a purchase offer addressed to all shareholders, a public offering or a public solicitation of offers for the ex-change of liquid exchange shares for Company shares (so-called "exchange offer"), or through the use of derivatives (put or call options or a combination of both). The Management Board is also authorized, subject to the Supervisory Board's consent and excluding shareholder subscription rights, to use shares of the Company in a specified manner. The Management Board is further authorized to cancel treasury shares without requiring a separate shareholder resolution to that effect.

Offsetting Clause

As a result of offsetting clauses to that effect, the aforementioned authorizations to exclude subscription rights with respect to the authorized capital, the convertible bonds and warrant-linked bonds and the use of treasury shares are offset during period of their validity in such a way that any new shares thus issued or sold, and any shares that are to be issued based on rights that enable or require the subscription of Com-pany shares, notionally do not account for more than 20% of the capital stock then existing or-should this value be lower-the capital stock existing when the authorizations are exercised.

Significant Agreements to which the Company is a Party that Take Effect on a Change of Control of the Company Following a Takeover Bid

Some material contracts for the financing of the Company provide for a right of termination for the lending parties in the event of a change of control. The right of termination is partly subject to further conditions. The revolving syndicated credit facility of Uniper SE contains an exception to this right of termination in the event of a change of control to Fortum. Additional information on financial liabilities can be found under "Financial Condition" in the Combined Management Report and in Note 25 to the Consolidated Financial Statements.

Settlement Agreement between the Company and Management Board Members or Employees in the Case of a Change-of-Control Event

In the event of a premature loss of a Management Board position due to a change-of-control event, the members of the Management Board are entitled to receive a settlement.

The change of control clause stipulates that a change of control can take three forms:

(i) a third party directly or indirectly acquires at least 30% of the Company's voting rights, and thus reaches the control threshold under the German Securities Acquisition and Corporate Takeover Act (WpÜG); (ii) Uniper SE, as a dependent entity, signs a corporate agreement; or (iii) Uniper SE is merged with another company pursuant to Sections 2 et seq. of the German Transformation Act (UmwG), unless the enterprise value of the other legal entity at the time of the decision by the transferring company amounts to less than 20% of the enterprise value of Uniper SE. The members of the Management Board appointed as of 2019 are also be entitled to a severance payment if the shares of Uniper SE are no longer admitted to a regulated market. Management Board members are entitled to a settlement payment if, within twelve months of the change of control, their service agreement is terminated by mutual consent or is terminated by them (in the latter case, however, only if their position on the Management Board is materially affected by the change of control).

In the event of a change of control, the settlement payment of Management Board members appointed be-fore the 2019 fiscal year consisted of the base salary and target bonus (100%) plus fringe benefits for a pe-riod of two years from the early termination of the service agreement, but not beyond the month in which the Management Board member reaches the age of 62. For Management Board members appointed from fiscal 2019 forward, the settlement payment due to a change of control consisted of the base salary and tar-get bonus (100%) and the target value (100%) of the long-term variable compensation for a period of two years from the early termination of the service agreement, but no longer than for the remaining term of the service agreement and, additionally, not beyond the month in which the Management Board member reaches the age of 62.

Remaining Items of Sections 289a and 315a of the German Commercial Code

The remaining items of Sections 289a and 315a of the German Commercial Code not discussed here con-cern issues not present within Uniper SE.

Declaration on Corporate Governance in Accordance with Section 289f and Section 315d of the German Commercial Code

Declaration on the Corporate Governance Code Made in Accordance with Section 161 of the German Stock Corporation Act by the Management Board and the Supervisory Board of Uniper SE

Pursuant to section 161 German Stock Corporation Act (AktG), the Management Board and the Supervisory Board of Uniper SE have to issue annually a declaration that Uniper SE has been, and is, in compliance with the recommendations of the "GoverCnormporeantetGCovoermnamnceisDseciloarnatoion the German Corporate Governance Code" as pub-lished by the Federal Ministry of Justice in the official section of the Federal Gazette (Bundesanzeiger), or to advise of any recommendations that have not been, or are not being, met and the reasons for this.

The annual declaration was last issued in January 2020.

Pursuant to section 161 AktG, the Management Board and the Supervisory Board of Uniper SE hereby de-clare as follows:

Since issuing the last declaration of conformity in January 2020, Uniper SE ("Company") has fulfilled all the

recommendations of the German Corporate Governance Code ("GCGC") in the version of February 7, 2017

("GCGC 2017") except for the deviations set out below in section 1 which were published in December 2020.

Furthermore, the Company meets all recommendations of the GCGC in the version of December 16, 2019 ("GCGC 2019") except for the deviations set out below in section 1 and 2 and will continue to meet all recom-

mendations except for the deviations set out below in section 1 and 2.

• 1. Pursuant to Section 5.3.2 Paragraph 3 Sentence 2 in conjunction with Section 5.4.2 Sentence 2 GCGC 2017, the Chair of the Audit Committee shall be independent in particular from the control-ling shareholder. A corresponding recommendation is also contained in Section C. 10 Sentence 2 of the German Corporate Governance Code as amended on December 16, 2019 ("GCGC 2019"). Ac-cording to Section C. 9 Paragraph 1 Sentence 1 GCGC 2019, in the case that the Supervisory Board comprises more than six members, at least two shareholder representatives shall also be inde-pendent from the controlling shareholder.

  Dr. Bernhard Günther is a member of the Supervisory Board of Uniper SE and Chair of its Audit Committee. His term of office as a member of the Supervisory Board will last until the end of the Annual General Meeting that resolves on the discharge for the financial year 2021. On Decem-ber 18, 2020, Fortum, the controlling shareholder of Uniper SE, announced that Dr. Bernhard Gün-ther will be appointed Chief Financial Officer of Fortum with effect from February 1, 2021. Since, in any event, upon assuming office as Chief Financial Officer of Fortum, he is no longer to be consid-ered as independent from the controlling shareholder, a deviation from the recommendation in Section 5.3.2 Paragraph 3 Sentence 2 in conjunction with Section 5.4.2 Sentence 2 GCGC 2017 (which corresponds to Section C. 10 Sentence 2 GCGC 2019) as well as from the recommendation in Section C. 9 Paragraph 1 Sentence 1 GCGC 2019 is declared as a precautionary measure.

  The Supervisory Board considers it appropriate and reasonable in the interest of Uniper SE that Dr. Bernhard Günther, due to his special expertise and skills, continues to exercise his office as member of the Supervisory Board and Chair of the Audit Committee until further notice. This is in-tended to ensure continuity in the performance of duties. However, a change in the Chairmanship of the Audit Committee and a replacement of shareholder representatives on Uniper SE's Supervi-sory Board will take place by the next Annual General Meeting of Uniper SE in 2021 at the latest.

• 2. Pursuant to the recommendation in Section G.10 GCGC 2019, Management Board members' varia-ble remuneration shall be predominantly invested in company shares or be granted as share-based remuneration. Long-term variable remuneration granted shall be accessible to Manage-ment Board members only after a period of four years.

In March 2020, the SB and BoM have adopted an ambitious strategy for Uniper, under which Uniper's fossil fuel businesses are to be decarbonized, thereby placing the business model on a stable sustainable foundation. Against this background, the variable remuneration granted to the BoM is linked to key indicators of financial performance, strategic transformation success and cer-tain ESG criteria, in deviation from the above recommendation. In this way, the system sets the right incentives to increase medium and long-term performance in line with the company's new strategy.

At Uniper the term for long-term variable remuneration is limited to three years, which is in line with our business cycle and business planning.

Düsseldorf, January 2021

The Supervisory Board The Management Board

This Declaration is continuously available to the public on the Company's Internet site at https://ir.uniper.en-ergy/websites/uniper/English/6500/corporate-governance-policy.

Relevant Information about Management Practices

Corporate Governance

Uniper SE is a European Company (Societas Europaea, "SE"). The governing bodies of the Company are the Management Board (Vorstand), the Supervisory Board (Aufsichtsrat) and the Annual Shareholders Meeting (Hauptversammlung). The Company has a two-tier corporate governance structure. The Management Board and the Supervisory Board work independently of one another. A member of the Company's Supervisory Board may not, in principle, be a member of the Company's Management Board at the same time. Prior to the conversion into a European Company through a change in legal form, Uniper SE was constituted as a German stock corporation, Uniper AG.

Good corporate governance is of the highest priority at Uniper SE. It is ensured through close and efficient collaboration between the Management Board and the Supervisory Board for the good of the Company, it guides all decision-making and ensures that the Company's success is earned responsibly and sustainably. Management Board members and members of the Supervisory Board shall serve the interests of the Com-pany. No member of the Management Board or of the Supervisory Board may pursue personal interests when making decisions.

The Company's Management Board and Supervisory Board subscribe to the goals of the German Corporate Governance Code, which seeks to promote responsible, transparent corporate governance and controls aimed at enhancing enterprise value in the long term. In that respect, Uniper SE is also, with two exceptions, in compliance with the suggestions of the Code, which are only voluntary.

The compensation plan provides for the early payment of multi-year variable compensation components in accordance with G.14 of the German Corporate Governance Code only in cases where a continuation up to the planned date does not correspond to the regulatory purpose (e.g., "change-of-control" situation, death).

At the time this report was prepared, the current members of the Management Board and the Supervisory Board of Uniper SE together hold 51 shares of the Company, of the total of 365,960,000 shares issued.

Integrity

Uniper's business activities are grounded in integrity and respect for the law. They are based on the Uniper Code of Conduct, as amended in October 2017, approved by resolution of the Management Board. The Code requires that all employees in all of the Group companies comply with all laws and regulations and with Company policies. The Management Board and line managers serve as role models and must act accord-ingly. The Code sets out principles for dealings with business partners, third parties and government institu-tions, particularly with regard to laws on combating corruption, money laundering and the financing of ter-rorism, on compliance with international economic sanctions and with antitrust law, the granting and accepting of benefits, the handling of donations and sponsoring, the involvement of intermediaries, and the selection of suppliers and service providers. Other rules address issues including the avoidance of conflicts of interest (such as non-compete obligations, secondary employment, material financial investments) and the handling of Company information, property and resources. The policies and procedures of the compli-ance organization ensure the investigation, evaluation, cessation and punishment of reported violations by the appropriate Compliance Officers and the Uniper Group's Chief Compliance Officer. Violations of the Code of Conduct can also be reported anonymously (for example, by means of a whistleblower report).

Diversity Concept

The Management Board of Uniper gave its full commitment to developing diversity and integration at Uniper by signing the Diversity Charter at the end of 2016. The Diversity Charter has been signed by over 3,000 companies in Germany who respect and are committed to promoting diversity in the six dimensions of gen-der, nationality or ethnic background, religion or world-view, disability, age/generations, sexual orientation and identity. A diverse workforce reflects modern society, is influenced by globalization trends and demo-graphic changes and according to much current research also makes good business sense. Teams made up of diverse employees and their various capabilities are more innovative and creative than a workforce of homogeneous teams.

Thus, at Uniper, diversity is an essential and integral part of its corporate culture, "The Uniper Way." Anchor-ing diversity in the Company is a long-term goal that can and will be achieved by commitment at both the executive and employee levels.

In 2017, the Management Board decided to develop a concrete plan to improve diversity in these six dimen-sions as well as integration at Uniper for the years 2018 to 2020. This plan was designed to apply to the en-tire Company, including management levels. A working group consisting of managers and employees from different divisions was set up to implement cross-company measures to promote an innovative and creative corporate culture. In 2019, new processes and policies were introduced to make diversity and inclusion (D&I) an integral part of our culture among new employees, and to make current employees more aware of the importance of diversity and inclusion to Uniper's success. New D&I learning formats are now available to all employees. In addition, Uniper's HR processes have been reviewed, adapted or redesigned to address diver-sity and inclusion.

Description of the Functioning of the Management Board and Supervisory Board and of the Composition and Functioning of Their Committees

Management Board

The Management Board consists of

•  Andreas Schierenbeck, the Chairman of the Management Board and Chief Executive Officer (CEO);

•  Sascha Bibert, the Chief Financial Officer (CFO);

•  Niek den Hollander, the Chief Commercial Officer (CCO) responsible for commercial activities;

•  David Bryson, the Chief Operating Officer (COO) responsible for operations.

Eckhardt Rümmler resigned from the Management Board at the close of January 31, 2020. Keith Martin re-signed from the Management Board at the close of April 30, 2020.

The Management Board of Uniper SE manages the Company on its own authority in accordance with the law, the provisions of corporate bylaws and the rules of procedure for the Management Board and the Su-pervisory Board, giving due consideration to the resolutions adopted at meetings of shareholders.

The Management Board determines and updates the Group's business objectives, fundamental strategic orientation, corporate policy and organizational structure. This includes, in particular, management of the Group and its financial resources, the development of the human resources strategy, appointments to man-agement positions within the Group and leadership development, as well as representation of the Group to capital markets and the general public.

In addition, it is responsible for the coordination and monitoring of operations in accordance with the estab-lished Group strategy.

The Management Board represents the Company in transactions with third parties. It manages the Com-pany's businesses, with all its members bearing joint responsibility for its decisions. The principle of joint management notwithstanding, the individual Management Board members act independently and on their own authority within their particular areas of responsibility, although they must place the general interests of the Company above those of their respective areas of responsibility. Individual Management Board mem-bers must inform the other members of the Management Board about important measures, decisions, ma-terial business transactions, risks and losses within their area of business responsibility. The decisions re-served for the full Management Board (by law, by rules of procedure or by corresponding resolution) are normally voted on in Board meetings convened by the Chairman. Persons who are not members of the Man-agement Board may directly participate in such meetings for consultation on individual matters. The Man-agement Board can generally adopt resolutions by simple majority vote. In the event of a tied vote, the Chair-man shall have the casting vote. The Management Board is appointed by the Supervisory Board in compliance with the age limit for Management Board members, which is linked to the general retirement age, and reports to the Supervisory Board. The Supervisory Board works with the Management Board to en-sure long-term succession planning, which also takes diversity into account (as set out in detail in the diver-sity concept) and, in particular, aims to give appropriate consideration to women. The Executive Committee of the Supervisory Board described at the end of this chapter plays an important role in this. Succession planning is updated regularly, at least annually, drawing on internal and, where necessary, external re-sources.

The Management Board, under the leadership of its Chairman, informs the Supervisory Board regularly, promptly and comprehensively on all issues of planning, business development, compliance, the risk situa-tion and risk management that are relevant to the Company. It addresses instances where the course of business has deviated from the approved plans and objectives, and specifies the reasons for them. The Management Board shall generally submit to the Supervisory Board a quarterly report on the items speci-fied in Section 90 of the German Stock Corporation Act, as well as reports about the Group. The Manage-ment Board shall additionally submit its planning for the Group's investments, finances and human re-sources, as well as the medium-term plan, to the Supervisory Board. The Chairman of the Management Board promptly informs the Chairman of the Supervisory Board of important events that are of fundamental significance in assessing the Company's situation and development and to its management, and also of any defects that have arisen in the monitoring systems that the Management Board is required to set up. Trans-actions and measures requiring the Supervisory Board's consent are also submitted to the Supervisory Board in a timely manner. If a Management Board member holds a conflict of interest, such member shall disclose that conflict to the Supervisory Board and inform the other members of the Management Board thereof.

Supervisory Board

The Supervisory Board consists of 12 members. Six members are elected by the Annual Shareholders Meet-ing, and six members are elected by the employees in accordance with the election procedures established in the agreement on employee participation in Uniper SE. Former Management Board members are gener-ally prohibited from serving on the Supervisory Board for a qualifying period of two years after leaving the Management Board. This is designed to avoid conflicts of interest. However, an exception is made to this provision if the election to the Supervisory Board comes at the suggestion of shareholders who have more than 25% of the voting rights in the Company. The legal requirement that the Supervisory Board be com-posed of at least 30% women and 30% men was complied with throughout the reporting period.

Shareholders are represented on the Supervisory Board by Prof. Dr. Klaus-Dieter Maubach (Chairman), Markus Rauramo (Deputy Chairman), Prof. Dr. Werner Brinker, Dr. Bernhard Günther, Sirpa-Helena Sormunen and Tiina Tuomela.

The employees are represented on the Supervisory Board by Harald Seegatz (Deputy Chairman), Ingrid Åsander, Oliver Biniek, Barbara Jagodzinski, André Muilwijk and Immo Schlepper.

The Supervisory Board is required to provide information on the number of independent shareholder repre-sentatives that it considers to be appropriate, including their names, in the Corporate Governance Report (Recommendation C.1 of the German Corporate Governance Code). According to the competency profile of the Supervisory Board, at least two members of Uniper SE's Supervisory Board should be independent in addition to the employee representatives who are generally considered independent, which is also the case. In the opinion of the Supervisory Board, Prof. Dr. Werner Brinker qualifies as independent within the mean-ing of the German Corporate Governance Code on the shareholder representatives' side. This applied to Dr. Bernhard Günther until December 2020.

The Supervisory Board of Uniper SE appoints, oversees and advises the Management Board and is directly involved in decisions that are of fundamental importance to the Company. The Supervisory Board Chairman coordinates the work of the Supervisory Board.

The Supervisory Board's composition should ensure that, on balance, its members have the necessary ex-pertise, skills and professional experience to discharge their duties properly. In view of Section 289f (2) no. 6 and Section 315d of the German Commercial Code and the recommendations now contained in C.1 of the German Corporate Governance Code, the Supervisory Board has adopted targets for its composition and in 2020 it drew up and updated a competency profile which reads as follows:

Definition of Targets

Basis

"The Supervisory Board's composition should ensure that, on balance, its members have the necessary expertise, skills, and professional experience to discharge their duties properly. Each Supervisory Board member should have or acquire the minimum expertise and skills needed to be able to under-stand and assess on his or her own all the business events and transactions that generally occur.

Independence and Conflicts of Interests

"The Supervisory Board should include a sufficient number of independent candidates; members are deemed independent if they do not have any personal or business relationship with the Company, its Management Board, a shareholder with a controlling interest in the Company, or with a company affili-ated with such a shareholder, and such a relationship could constitute a material, and not merely tempo-rary, conflict of interest. The Supervisory Board has a sufficient number of independent members if, in addition to the employee representatives who are generally regarded as independent, at least two shareholder representatives are independent. In this context, the employee representatives are gener-ally regarded as independent.

"The Supervisory Board should not include more than two former members of the Management Board, and members must not sit on the boards of, or act as consultants for, any of the Company's major com-petitors.

Availability

"Each Supervisory Board member must have sufficient time available to perform his or her board du-ties. Persons who are members of the management board of a listed company should therefore only be or remain members of Uniper's Supervisory Board if they do not sit on more than three supervisory boards of listed non-Group companies or in comparable supervisory bodies of non-Group companies.

Age Limit

"As a general rule, members should not be older than 70 at the time of their election and should not be members for more than three full terms (15 years).

Diversity

"The Supervisory Board intends to consider other criteria in its nomination of candidates in order to in-crease the Supervisory Board's diversity, if and to the extent the qualifications of several candidates for the Supervisory Board meet, to an equal degree, the general and Company-related requirements.

Gender Diversity

"As required by law, the Supervisory Board consists of at least 30% women and at least 30% men. This will be considered for new appointments to the Supervisory Board of Uniper SE.

Detailed Profile of Skills and Expertise

Specific Leadership Experience

"The key role of the Supervisory Board is to oversee and advise the Management Board. Consequently, a majority of the shareholder representatives on the Supervisory Board should have experience as members of the management board of a stock corporation or of a comparable company or association in order to discharge their duties in a qualified manner.

"Connected thereto, at least some of the members should have specific experience, in addition to gen-eral responsibility for management and results as well as personnel and leadership, as regards corpo-rate strategy and future strategic development, as regards accounting and auditing, as regards con-trolling as well as regards a holistic perspective of risk, compliance and corporate governance.

Specific Energy Industry Expertise

"In addition, the Supervisory Board as a whole should have particular expertise in the energy industry and Uniper's business operations.

"For this purpose, at least some members should have specific experience that allows them to deeply understand the business models and the major business areas (markets and competition, products and customers) along the value chain and to assess them, particularly from a strategic and risk perspective.

"Preferably, at least some members should have specific experience from related or other industries to provide for an external view on the matters of the Company.

"Specific expertise in the energy industry and business operations also includes, in particular, knowledge about the key markets in which Uniper operates. Here at least some of the members should have specific experience which allows them also to understand the development of such markets.

"Due to the international orientation of the Uniper Group having its focuses in Western Europe and Rus-sia, at least some members should have specific experience in these regions.

General Professional Expertise

"Each member of the Supervisory Board should have general knowledge about the industry, the differ-ent business models, the accounting and the key factors for the Company's results, the legal framework and compliance requirements, except for reasonable exceptions. In case of a reasonable exception, the member should be in a position to gain such general knowledge in the near term.

"Moreover, each member of the Supervisory Board should have the ability to make a general plausibility check of the annual financial statements of the Company and in individual cases with the support of the auditor to conduct an appropriate deeper review thereof. Each member should be in the position to re-view the reporting by the Management Board at least for its general soundness, to scrutinize and dis-cuss it. Furthermore, each member should be able to assess the correctness, the profitability and the lawfulness of the business decisions to be passed, to review them at least for their general soundness, to scrutinize and discuss them, as and where required to be supported by expert advice.

"In view of Uniper's international orientation, the Supervisory Board should include a sufficient number of members who have spent a significant part of their professional career abroad.

General Personal Expertise

"Each member of the Supervisory Board should have a level of personal independence and integrity that permits them to fulfill the tasks of supervising and reviewing. To advise and supervise the Manage-ment Board in its management responsibilities each member of the Supervisory Board should have sufficient experience from leadership functions or should have gained the required expertise otherwise. Each member of the Supervisory Board should be particularly professional, discreet, open to discus-sion, solution-oriented and have the ability to work cooperatively.

"In addition, each member should be prepared to devote sufficient attention to the tasks arising from the Supervisory Board's activities, including work in the committees, and to pursue the relevant topics out-side of the specific Supervisory Board's activities. Each member should have the flexibility to be availa-ble at short notice in the event they are urgently needed and to appropriately prioritize the require-ments of the Uniper Supervisory Board.

Chairman of the Supervisory Board

The Chairman of the Supervisory Board should directly fulfill key elements of the special competencies which are required of the Supervisory Board as a whole and thus only of some members. In particular, the Chairman of the Supervisory Board should have special relevant management experience and should, in principle, have relevant management experience of his or her own in order to be able to fully carry out his or her advisory and supervisory tasks.

If the Chairman of the Supervisory Board does not possess specific expertise in the energy industry, the Chairman should have specific experience from related or other industries. The Chairman of the Super-visory Board should, without exception and to a particular extent, meet the general professional and personal requirements.

In its current composition, the Supervisory Board meets the targets of this competency profile with one exception in the area of independence. This exception is justified in the interest of administrative conti-nuity. However, a change in the chairmanship of the Audit Committee and a replacement of shareholder representatives on Uniper SE's Supervisory Board will take place no later than by the time of the Annual General Meeting in 2021.

Each Supervisory Board member is required to disclose to the Supervisory Board any conflicts of inter-est, particularly if a conflict arises from their advising, or exercising a board function with, customers, suppliers, creditors or other third parties. In its report to the Shareholders Meeting, the Supervisory Board informs shareholders about conflicts of interest and their disposition.

Material conflicts of interest that are not merely temporary shall result in the termination of a mem-ber's appointment to the Supervisory Board. The Supervisory Board regularly reviews the efficiency of its activities, generally every two years. Following the last efficiency review in July 2018, which con-firmed the efficiency of the Supervisory Board's activities as part of a self-evaluation, the Supervisory Board decided to postpone the regular efficiency review for 2020 by one year. This takes account of the fact that there are new members on the shareholder side, which would have made an evaluation in 2020 premature.

The Supervisory Board regularly adopts its resolutions in Board meetings. The Management Board regularly participates in these meetings unless the Supervisory Board decides to exclude the Manage-ment Board from a meeting. Third parties may also participate in Supervisory Board meetings for con-sultation on individual matters. The Supervisory Board can generally adopt resolutions by simple ma-jority vote. In the event of a tied vote, the Chairman shall have the casting vote.

The Supervisory Board may form committees from among its ranks and transfer decision-making au-thority to these committees to the extent permitted by law. The Supervisory Board stipulates the com-mittees' responsibilities, powers and procedures. The Supervisory Board has established the following committees,which are tasked with the responsibilities described below:

Executive Committee

The Executive Committee (Präsidialausschuss) coordinates the work of the Supervisory Board, prepares the Supervisory Board meetings and is also responsible for personnel matters relating to the Management Board. It is also charged with preparing resolutions on the appointment of Management Board members and negotiating the terms and conditions of their employment agreements, including compensation. The Executive Committee submits proposals for the compensation system to the full Supervisory Board on set-ting the total compensation to be granted to the individual members of the Management Board. The Execu-tive Committee's tasks also include, among others: (i) granting consent to requests by Management Board members to take on other positions or other material secondary employment or exempting them from non-compete obligations; (ii) granting loans to members of the Management Board and of the Supervisory Board and their dependents; and (iii) granting consent to transactions between the Company and its affiliates, on the one hand, and any Management Board member or a related party, on the other.

The Executive Committee consists of six members: Prof. Dr. Klaus-Dieter Maubach (Chairman), Harald See-gatz (Deputy Chairman), Prof. Dr. Werner Brinker, Barbara Jagodzinski, Markus Rauramo and Immo Schlep-per.

Audit and Risk Committee

The Audit and Risk Committee (Prüfungs- und Risikoausschuss) assists the Supervisory Board with its re-sponsibilities in monitoring accounting processes and financial reporting. These include preparing the re-view of the correctness and completeness of the Company's annual and consolidated financial statements and related disclosures, as well as monitoring the Company's internal control, risk management, compli-ance and internal audit systems. The Committee also monitors the performance, qualifications and inde-pendence of the external auditor and discusses the semi-annual and the quarterly reports with the Manage-ment Board.

The Audit and Risk Committee consists of four members: Dr. Bernhard Günther (Committee Chairman), An-dré Muilwijk (Deputy Chairman), Oliver Biniek and Tiina Tuomela.

Nomination Committee

The Nomination Committee (Nominierungsausschuss) is responsible for preparing the decisions of the Su-pervisory Board regarding proposals to the Shareholders Meeting on the appointment of shareholder repre-sentatives to the Supervisory Board.

The Nomination Committee consists of three members: Prof. Dr. Klaus-Dieter Maubach (Committee Chair-man), Prof. Dr. Werner Brinker and Markus Rauramo.

Special Committee

The Special Committee (Sonderausschuss) formed for takeover issues was dissolved in 2020 as the need for this committee no longer existed.

Shareholders, Annual Shareholders Meeting

The Annual Shareholders Meeting is the meeting at which shareholders of Uniper SE exercise their rights. The Shareholders Meeting is held at the site of the Company's registered office or in another German city with at least 100,000 inhabitants. The SE Regulation provides that the Shareholders Meeting must be held at least once every calendar year within the first six months after the close of a given fiscal year. It is normally convened by the Management Board. Each share has one vote at a Shareholders Meeting. Only those share-holders are entitled to participate in the Shareholders Meeting and to exercise their voting rights who have registered in due time and are recorded in the shareholder register for the shares being registered. Voting rights can be exercised through proxies. Due to the spread of the Coronavirus and the associated re-strictions, the 2020 Annual General Meeting of Uniper SE was held as a virtual Annual General Meeting.

The Shareholders Meeting resolves on the following, in particular: appointment of shareholder representa-tives to the Supervisory Board; appropriation of net retained profits; ratification of the actions of the Manage-ment Board and Supervisory Board members; appointment of the independent auditor; amendments to the Articles of Association; corporate actions involving capital increases or reductions (in the absence of author-ization such as that conferred by authorized or conditional capital); and dissolution of the Company.

Statutory Auditor

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, was elected as auditor of Uniper SE by the Annual Shareholders Meeting on May 20, 2020. The audit mandate will run until the next Annual Shareholders Meeting in May 2021. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesell-schaft, Düsseldorf, has been active as auditor of the financial statements of Uniper SE without interruption since the Company fulfilled its requirements as a public interest entity within the meaning of Section 319a (1) sentence 1 of the German Commercial Code (HGB) for the first time in the 2016 fiscal year. The auditor responsible for the audit has been Ralph Welter since 2020.

Targets for Promoting the Participation of Women and Men in Leadership Positions Pursuant to Section 76 (4) and Section 111 (5) of the German Stock Corporation Act, and an Indication of Whether the Minimum Proportions Have Been Complied with in the Appointment of Women and Men to the Supervisory Board

The Law on Equal Participation of Women and Men in Leadership Positions in the Private and Public Sector also imposes upon Uniper SE (the ultimate parent company of the Uniper Group) the obligation to set targets for the proportion of women on its Supervisory Board and its Management Board, as well as in the two lev-els of management below the Management Board.

In accordance with statutory requirements, for the period from July 1, 2017 to June 30, 2022, a target for the proportion of women on the Supervisory Board was set at 30%, and a target for the proportion of women on the Management Board was set at 20%. As of December 31, 2020, the target figure for the Supervisory Board had been exceeded, as in the previous year; the target figure for the Management Board had not been reached, as in the previous year.

For the two management levels below the Management Board for Uniper SE, targets of 30% for the first management level and of 30% for the second management level were set for the proportion of women for the period from July 1, 2017 to June 30, 2022. As of December 31, 2020, the target figure for the first man-agement level had not been reached, the target figure for the second management level had been exceeded.

Compensation Report pursuant to Sections 289a (2) and 315a (2) of the German Commercial Code as Applicable through December 31, 2019

The compensation report describes the basic features of the compensation plans for individuals who were members of the Management Board and of the Supervisory Board of Uniper SE in the 2020 fiscal year, and it provides information about the compensation granted and paid in fiscal 2020. The report applies the provi-sions of financial reporting requirements for publicly traded companies (German Accounting Standards and

International Financial Reporting Standards, as well as Sections 289a (2) and 315a (2) of the German Com-mercial Code ("HGB") as applicable through December 31, 2019). For transparent, comparable, and con-sistent presentation, it also continues to follow the recommendations and suggestions of the German Corpo-rate Governance Code dated February 7, 2017.

Compensation Report

The first compensation report pursuant to Section 162 of the German Stock Corporation Act will be pre-pared for the 2021 fiscal year, applying the transitional provisions of Section 26j (2) of the Introductory Law to the Stock Corporation Act.

Basic Features of the Management Board Compensation Plan

The purpose of Uniper SE's Management Board compensation plan is to create an incentive for perfor-mance-related and sustainable corporate governance. The compensation of Management Board members consists, in principle, of a fixed base salary, a performance-based annual bonus, and long-term perfor-mance-based variable compensation.

The system is designed to be competitive and to meet regulatory requirements.

Compensation Structure of the Management Board Members (Based on 100% Target Attainment)

Base salaryAnnual bonusLong-term variable compensation

35% 35%

25% 25%

40% 40%

Chief Executive OfficerAverage for ordinary Management Board members

At the same time, the compensation plan serves to align management and shareholder interests and objec-tives by tying long-term variable compensation to the so-called Total Shareholder Return, a measure of the market performance of Uniper's share price plus dividends paid.

The Supervisory Board approves the Management Board compensation structure. It reviews the structure and appropriateness of the Management Board's total compensation and its individual components on a regular basis and, if necessary, makes adjustments. It considers the provisions of the German Stock Corpo-ration Act ("AktG") and follows the principles, recommendations and suggestions of the applicable current version of the German Corporate Governance Code.

Fixed Compensation

The members of the Management Board receive a fixed base salary, which is paid as a monthly salary.

Additionally granted are compensation in kind and fringe benefits customary in the market, such as the con-tinued payment of compensation in the event of short-term disability, the provision of a company car (for the Chief Executive Officer, including driver), the payment of costs associated with medical screening and acci-dent insurance, and property damage liability insurance with a deductible.

Pursuant to the German Stock Corporation Act, the property damage liability insurance policy includes a de-ductible of 10% of the respective damage claim for Management Board members. The deductible has a maximum cumulative annual cap of 150% of a member's annual fixed base salary.

Performance-Based Compensation

Under the compensation plan for the Management Board of Uniper SE, roughly 60% of the variable compen-sation is dependent on the attainment of long-term targets, ensuring that the compensation structure is de-signed for sustainable, long-term development of Uniper SE within the meaning of Section 87 AktG. Perfor-mance-based compensation consists of the annual bonus and long-term variable compensation.

Annual Bonus

The annual bonus is dependent on the business performance of the Company in the respective fiscal year. The Supervisory Board further assesses the individual performance of each Management Board member (applying a factor of 0.7 to 1.3). To determine Uniper's business performance, the Supervisory Board estab-lishes performance measures and appropriate targets at the beginning of each fiscal year. Since the 2020 fiscal year, performance is measured based on adjusted net income.

Adjusted net income is derived from earnings after financial results and income taxes determined in ac-cordance with IFRS and is adjusted for certain non-operating effects to increase the indicator's meaningful-ness. Since adjusted NI is used for the financial management of the Uniper Group, a detailed definition can be found in the Management Report. Adjusted net income is an important indicator of the profitability of the Uniper Group's operations and is therefore an appropriate performance measure for determining the an-nual bonus. At the beginning of each fiscal year, the Supervisory Board sets an ambitious target for adjusted net income derived from budget planning. If the actual adjusted NI is equal to the adjusted NI target, this constitutes 100% attainment. If it is 50% or more below the target, this constitutes 0% attainment. If it is 50% or more above the target, this constitutes 200% attainment, which is the maximum achievable target attain-ment. Linear interpolation is used to translate intermediate figures.

In assigning Management Board members their individual performance factors, the Supervisory Board ap-plies concrete criteria to evaluate the individual contribution of the members of the Management Board to the achievement of collective goals, as well as the attainment of their individual targets. Collective goals and individual targets are agreed upon in advance and set down in a target agreement between the Manage-ment Board and the Supervisory Board. For the 2020 fiscal year, these goals and targets included the devel-opment and implementation of strategy, as well as sustainability, innovation, corporate culture, compliance, customer orientation and human-resources development. The declared goals and targets for fiscal 2021 include sustainable portfolio development, human resources development, development and implementa-tion of strategy, as well as cooperation with Fortum and corporate culture.

Target attainment in terms of the individual performance factor is determined by the Supervisory Board af-ter the close of the fiscal year on the basis of the degree to which each of the previously defined individual targets and collective goals has been achieved. In making this determination for fiscal 2020, the Supervisory Board pays particular attention to the criteria of Section 87 AktG and to those of the German Corporate Gov-ernance Code dated February 7, 2017.

According to the Management Board contracts, the Supervisory Board may, in the event of extraordinary developments, consider other aspects when determining the bonus. This can lead to a correspondingly higher or lower bonus being determined. In line with the recommendation of the German Corporate Govern-ance Code dated February 7, 2017, and December 16, 2019, respectively, the goals, targets and comparative parameters described above may not be changed retroactively. In addition, the Supervisory Board may grant Management Board members special compensation for outstanding achievements as part of the bo-nus. No additional aspects were considered for the 2020 fiscal year, nor was any special compensation granted to Management Board members.

The bonus, including any special compensation, is limited to a maximum of 200% of the target amount (pay-out cap). Subject to any taxes, the bonus is paid out in April of the following year.

Annual Bonus

Individual performance factor

(0.7-1.3)

Assessment of individual performance

•  Development and implementation of strategy

•  Sustainability

•  Innovation

•  Corporate culture

•  Compliance

•  Customer orientation

•  Human-resources development

•  Priorities in the respective area

Before the 2020 fiscal year, adjusted funds from operations ("adjusted FFO") had been used to measure business performance. Adjusted FFO will no longer be used as a principal financial indicator for managing the operating business. Accordingly, the determination of the annual bonus of the Management Board has also been modified in line with this management change. Since fiscal 2020, Uniper has been using adjusted net income to measure business performance in determining the annual bonus.

Long-Term Variable Compensation

For the 2020 fiscal year, members of the Management Board are granted payments under a new long-term incentive ("LTI") plan - the Performance Share Plan. With the introduction of the Performance Share Plan, the Performance Cash Plan granted previously has been replaced. The annual tranches of the Performance Share Plan are granted in the form of virtual shares, and each tranche is subject to a performance period of four years. To determine the number of virtual shares initially granted in each tranche, an individual target amount is divided by the equal-weighted average closing price (arithmetic mean) of the last 60 trading days prior to the beginning of the respective performance period (the "Uniper Starting Share Price"). This miti-gates the effects of incidental, short-lived price changes.

At the end of the four-year performance period, the number of virtual shares granted at the beginning of the performance period is multiplied by a performance factor to calculate the final number of virtual shares. That factor is determined by comparing the total shareholder return (TSR) of Uniper SE stock with that of the benchmark STOXX® Europe 600 Utilities. TSR is a measure of share price performance plus notionally reinvested gross dividends during the four-year performance period. It appropriately adjusts Uniper SE's stock-market performance for exogenous factors and general market developments. The relative TSR addi-tionally reflects the overall performance of the Company relative to that of its competition, thereby aligning management and shareholder interests. The performance factor is governed by the difference between the TSR of Uniper SE and the TSR of the STOXX® Europe 600 Utilities. If the difference is -10 percentage points or worse, the performance factor is 0. The performance factor is 1 if Uniper's TSR exactly matches the TSR of the STOXX® Europe 600 Utilities (difference of 0 percentage points). If the difference is +30 percentage points, the performance factor is 2.5. Linear interpolation is used to translate intermediate figures and those exceeding a difference of +30 percentage points.

The gross payout amount is determined by multiplying the final number of virtual shares by the equal-weighted average closing price (arithmetic mean) of the last 60 trading days prior to the end of the perfor-mance period (the "Uniper Ending Share Price"). Management Board members additionally receive a divi-dend equivalent derived from the total accumulated dividends paid for each virtual share over the perfor-mance period. The total payout is capped at 250% of the individual target amount (payout cap), and payout generally takes place at the end of the four-year performance period.

Retention and Clawback Provision

The service agreements of the Management Board members appointed from fiscal 2019 forward contain retention and clawback provisions for the variable compensation (annual bonus and LTI) components. If the relevant aspects for determining the payout amount of variable compensation should prove to be incorrect, the Supervisory Board can reduce or completely eliminate the variable compensation which has not been paid out (malus) and reclaim any excess compensation paid out (clawback). "Relevant aspects" include, for example, all financial and non-financial performance criteria of relevance to the granting of variable com-pensation components. The right to claw back excess compensation exists even if the Management Board member is no longer a member of the Management Board when that right is asserted. After a period of five years from when it has been paid, variable compensation cannot be clawed back.

Pension Entitlements

Uniper SE has agreed on a defined contribution pension plan with the members of the Management Board pursuant to the Uniper Management Board Contribution Plan.

Uniper SE makes contributions to Management Board members' pension accounts equivalent to a maxi-mum of 18% of their eligible compensation (base salary and target bonus). The amount of the annual contri-butions is made up of a fixed base percentage (14%) and a matching contribution (4%). The matching contri-bution will only be granted if the Management Board member makes a minimum contribution in the same amount by deferring compensation. The matching contribution funded by the Company will be suspended if the dividend distribution corridor set by the Supervisory Board is not met for three consecutive years. The credits are converted in accordance with actuarial principles into units of capital (based on the age of 62) and accrue to the pension accounts of the Management Board members. The units of capital earn interest each year at the yield of long-term government bonds of the Federal Republic of Germany observed in that year. The Management Board members (upon reaching the age of 62), or their surviving dependents, may opt to have the accrued balance on their pension account paid out in the form of a pension, in installments or in one lump sum.

Andreas Schierenbeck was immediately vested in his retirement benefits. He additionally receives an addi-tional contribution to his retirement benefits of roughly €1.2 million in four annual installments of roughly €0.3 million for each completed year of service, starting in 2019 when he joined Uniper, provided that his activity at Uniper SE did not cease prematurely on the respective payout date.

In line with the recommendation of the German Corporate Governance Code dated February 7, 2017, the Su-pervisory Board will regularly review the Management Board member benefit levels and the resulting an-nual and long-term expense, and adjust the payments as needed.

Termination of Management Board Duties

The service agreements of the Management Board members appointed since the beginning of fiscal 2019 contain a "linkage" clause. Under this clause, subject to the notice periods of Section 622 of the German Civil Code ("BGB"), a revocation of the appointment to the Management Board automatically terminates the ser-vice agreement of the Management Board member as well.

Settlement Payments for Termination of Management Board Duties

In line with the recommendation of the German Corporate Governance Code dated December 16, 2019, the service agreements of Management Board members include a settlement cap.

In the event of early termination of an appointment to the Management Board and of the service agreement without cause, any settlement payable shall be limited to the compensation due for a period of two years and shall not exceed the compensation due for the remaining term of the service agreement. The calcula-tion of the settlement cap is based on the base salary, the target bonus (100%) and the target value (100%) of the long-term variable compensation. If there is cause within the meaning of Section 626 BGB, no settle-ment shall be paid.

In the event of a change of control, the following special rules apply:

In the event of a premature loss of a Management Board position due to a change-of-control event, Manage-ment Board members are entitled to a settlement payment.

The change-of-control clause stipulates that a change of control can take three forms: (i) a third party di-rectly or indirectly acquires at least 30% of the Company's voting rights, and thus reaches the control threshold under the German Securities Acquisition and Corporate Takeover Act ("WpÜG"); (ii) Uniper SE, as a dependent entity, signs a corporate agreement; or (iii) Uniper SE is merged with another company pursuant to Sections 2 et seq. of the German Transformation Act ("UmwG"), unless the enterprise value of the other legal entity at the time of the decision by the transferring company amounts to less than 20% of the enter-prise value of Uniper SE. The Management Board members appointed since the beginning of fiscal 2019 are also entitled to a settlement payment if the shares of Uniper SE are no longer admitted to a regulated mar-ket ("delisted"). The entitlement to a settlement payment arises if, within 12 months of the change of

control or delisting, the Management Board member's service agreement is terminated by mutual consent or is terminated by the member (in a Management Board member termination only if the member's position on the Management Board is materially affected by the change of control or delisting).

In the event of a change of control, the settlement payment of Management Board members appointed be-fore the beginning of fiscal 2019 consists of the base salary and target bonus (100%) plus fringe benefits for a period of two years from the early termination of the service agreement, but not beyond the month in which the Management Board member reaches the age of 62. For Management Board members appointed since the beginning of fiscal 2019, the settlement payment consists of the base salary and target bonus (100%) and the target value (100%) of the long-term variable compensation for a period of two years from the early termination of the service agreement, but no longer than for the remaining term of the service agreement and, additionally, not beyond the month in which the Management Board member reaches the age of 62.

Unless waived by Uniper SE, the service agreements of Management Board members include a non-com-pete clause. For a period of six months after the termination of their service agreements, the members of the Management Board are contractually prohibited from working directly or indirectly for a direct or indi-rect competitor of Uniper SE or its affiliates. During the non-compete period, Management Board members receive a prorated allowance based on 100% of their contractually stipulated annual target compensation (base salary, target bonus and for Management Board members appointed before the beginning of fiscal 2019, not including the target value of long-term variable compensation; for those appointed since the be-ginning of fiscal 2019, including the target value of long-term variable compensation), but not less than 60% of their most recently received contractual compensation. This allowance is offset against any other com-pensation owed by the Company for the period after termination of the service agreement.

Management Board Compensation for the 2020 Fiscal Year

The Supervisory Board reviewed the compensation plan and the individual components of compensation for the members of the Management Board. The Supervisory Board found the Management Board's compensa-tion appropriate from both a horizontal and vertical perspective and adopted a resolution authorizing the performance-based compensation described below. The Supervisory Board found the horizontal perspec-tive to be customary after comparing the compensation with that paid by the other MDAX companies. The appropriateness review included a vertical comparison of the Management Board's compensation with that of Uniper SE's top management and the rest of its workforce.

Performance-Based Compensation for the 2020 Fiscal Year

The total annual bonus payable for the 2020 fiscal year amounted to roughly €2.8 million (2019: €3.8 mil-lion). At the beginning of fiscal 2020, the Supervisory Board decided that an actually achieved adjusted NI of €656 million would constitute 100% attainment of the Company's financial performance target. The actually achieved adjusted net income for fiscal 2020 was €774 million. The overall attainment rate of financial per-formance targets for all Management Board members was thus 136% (2019: 145%). When it determined the individual target attainment of the Management Board members, the Supervisory Board evaluated each member's personal performance and acknowledged, in particular, that all material targets agreed with the Management Board for the 2020 fiscal year were achieved. The Supervisory Board set an individual perfor-mance factor for each Management Board member of 1.0 to 1.1 for the 2020 fiscal year. For fiscal 2019, the Supervisory Board had set an individual performance factor for each Management Board member of 1.0 to 1.2. Neither the attainment of financial performance targets nor the individual performance factor was applied for Niek den Hollander: when he was appointed, it was agreed with him in advance that his target attainment for the annual bonus would be 100% because he joined the Management Board during the year.

The Supervisory Board launched the first tranche (planned performance period: 2020-2023) of the new Uniper Performance Share Plan for the 2020 fiscal year and granted allocation amounts and virtual shares to the members of the Management Board under this plan. The performance of the current tranches of the Uniper Performance Share Plan will be determined in large part by the performance of Uniper's share price and by the dividend payments in the next four years. The amounts paid out to Management Board members may thus deviate - under certain circumstances substantially - from the calculated figures presented here.

The contractually promised LTI target amount (100%) for the full 2020 fiscal year is roughly €1.0 million for Andreas Schierenbeck and roughly €0.6 million each for Sascha Bibert, David Bryson and Niek den Hol-lander. Having joined during the year, Niek den Hollander received a prorated allocation of roughly €0.4 mil-lion for fiscal 2020. Based on the Uniper Starting Share Price, Andreas Schierenbeck was granted 37,696 virtual shares, Sascha Bibert and David Bryson 21,367 each, and Niek den Hollander 12,464, for the 2020 fiscal year.

Through the acquisition of additional voting rights of Uniper SE, Fortum Deutschland SE increased its stake in Uniper SE to 75.01% on August 17, 2020. That triggered a change-of-control event as defined in the terms governing the Performance Cash Plan and the Performance Share Plan. This led to the premature ending of the terms of the allocations granted in 2018 and 2019 under the Performance Cash Plan then in place, and to the premature ending of the allocation granted under the new Performance Share Plan for the 2020 fiscal year.

The corresponding obligations were required to be remeasured as of July 31, 2020, with all expenses still to be incurred for the performance period still open previously brought forward and recognized as a one-time expense. The payout took place in the third quarter of 2020 and must therefore be shown in the Compensa-tion Report as allocated compensation for 2020.

Accordingly, the following expenses have been incurred for the 2020 fiscal year under the Performance Cash Plan and the Performance Share Plan for former and current Management Board members who served during fiscal 2020:

Total Share-based Payment Expense

€ in thousands Andreas Schierenbeck (since June 1, 2019) Sascha Bibert (since June 1, 2019) David Bryson

(since November 1, 2019)

Eckhardt Rümmler

(until January 31, 2020)

Keith Martin

(until April 30, 2020)

Niek den Hollander (since June 1, 2020)

Total

(Tranche 2018-2021) (Tranche 2019-2022) (Tranche 2019-2023)

Expense in 2020	Expense in 2020¹	Expense in 2019²
(Total)	(Total)
1,614	74
915	42
712	6
39	604
39	604
363	-
3,683	1,330

- - -

515 292

89

1,099 623 623

39 39

- 78

- - - 896

- -

363 2,709

¹On August 17, 2020, the acquisition by Fortum Deutschland SE of additional voting rights of Uniper SE triggered a change-of-control event, as defined in the plan terms governing the multi-year variable compensation, when the 75% ownership threshold was crossed. This led to the premature ending of the terms of the allocations granted in 2018 and 2019 under the Performance Cash Plan then in place, and to the premature ending of the allocation granted under the new Performance Share Plan for the 2020 fiscal year. The corresponding obligations were required to be remeasured as of July 31, 2020, with all expenses still to be incurred for the performance period still open previously brought forward and recognized as a one-time expense.

²With the termination by mutual agreement of the service agreements of Eckhardt Rümmler and Keith Martin, the allocations for the 2018-2021 tranche became vested. Accordingly, provisions for the entire performance period were already recognized in the 2019 fiscal year.

Management Board Pensions for the 2020 Fiscal Year

The following table provides an overview of current pension entitlements of former and current Manage-ment Board members who served during fiscal 2020, as well as the expenses and the present value of the pension obligations. The present value of the pension obligations is calculated in compliance with IFRS and the provisions of the German Commercial Code. An IFRS actuarial interest rate of 0.80% (2019: 1.50%) and an HGB actuarial interest rate of 2.30% (2019: 2.71%) were used for discounting.

Pensions of the Members of the Management Board - IFRS

Expense in fiscal yearPresent value of the defined benefit obligationTotal

Interest cost¹

(DBO) as of Dec. 31

€ in thousands Andreas Schierenbeck (since June 1, 2019) Sascha Bibert (since June 1, 2019) David Bryson

(since November 1, 2019)

Eckhardt Rümmler

(until January 31, 2020) Keith Martin¹

(until April 30, 2020) Niek den Hollander (since June 1, 2020)

Total

¹Provisions recognized in the amount of approximately €0.6 million for company-funded pension entitlements of Keith Martin had been reversed in fiscal 2019 because the company-funded portion of these benefit entitlements never vested. Therefore, no additional expenses arose in fiscal 2020.

Pensions of the Members of the Management Board - HGB

Expense in fiscal year Settlement amount of the

pension obligation as of

€ in thousands Andreas Schierenbeck (since June 1, 2019) Sascha Bibert (since June 1, 2019) David Bryson

(since November 1, 2019)

Eckhardt Rümmler

(until January 31, 2020) Keith Martin¹

(until April 30, 2020) Niek den Hollander (since June 1, 2020)

Total

¹Provisions recognized in the amount of approximately €0.6 million for company-funded pension entitlements of Keith Martin had been reversed in fiscal 2019 because the company-funded portion of these benefit entitlements never vested. Therefore, no additional expenses arose in fiscal 2020.

Total Compensation for the 2020 Fiscal Year

The total compensation pursuant to HGB for the 2020 fiscal year of former and current Management Board members who served during fiscal 2020 amounted to roughly €9.3 million (2019: €9.3 million).

The service agreements of Eckhardt Rümmler and Keith Martin were terminated effective January 31, 2020, and April 30, 2020, respectively. Niek den Hollander was appointed to the Management Board of Uniper SE as Chief Commercial Officer effective June 1, 2020. His term of office as a member of the Management Board of Uniper is the period from June 1, 2020, through May 31, 2023.

When Sascha Bibert, David Bryson and Niek den Hollander were appointed, Uniper SE agreed to reimburse any incurred moving expenses and rent payments for a limited period. In addition, Sascha Bibert was reim-bursed for expired LTI entitlements at his previous employer in two payments of approximately €0.5 million each as of June 30, 2019, and June 30, 2020, respectively.

The individual former and current Management Board members who served during fiscal 2020 received the following compensation according to the German Commercial Code:

Total Compensation of the Management Board

Multi-year
Fixed	One-time special	Other	variable	Total
compensation	incentive bonus²	compensation³	compensation4	compensation

Annual bonus¹

€ in thousands Andreas Schierenbeck (since June 1, 2019) Sascha Bibert (since June 1, 2019) David Bryson

(since November 1, 2019)

Eckhardt Rümmler

(until January 31, 2020) Keith Martin

(until April 30, 2019) Niek den Hollander (since June 1, 2020)

Total

¹When Niek den Hollander was appointed, it was agreed with him in advance that his target attainment for the annual bonus would be 100% because he joined during the year.

²The special incentive bonus was paid in December 2016 to the members of the Board of Management serving at that time and was dependent on the success of the spin-off from E.ON SE. However, owing to the terms providing for prorated repayment of the bonus (repayment provisions), no component of the bonus had yet vested for the 2016 fiscal year. Accordingly, the special incentive bonus was not yet included in the total compensation reported for

2016. For 2019, 25% each of the special incentive for Eckhardt Rümmler and Keith Martin were vested and are therefore presented pro rata. The details of the special incentive bonus can be found in the 2016 Annual Report.

³Aside from the customary fringe benefits, other compensation additionally includes moving expenses and rent payments that were reimbursed when

Sascha Bibert, David Bryson and Niek den Hollander were appointed, as well as special payments agreed with Sascha Bibert in lieu of expired LTI entitlements at his previous employer E.ON.

4Grant-date fair value of multi-year variable compensation.

The following table shows the compensation granted and allocated to members of the Management Board:

Compensation Granted

Andreas Schierenbeck - since June 1, 2019 Sascha Bibert - since June 1, 2019

(Chief Executive Officer) (Chief Financial Officer)

Target value	Minimum	Minimum	Maximum	Target value
€ in thousands	2020	2020	2020	2020	2020	2019
Fixed compensation	1,240	1,240	1,240	723	700	700	700	408
Fringe benefits¹	27	27	27	23	63	63	63	1,013
Total	1,267	1,267	1,267	747	763	763	763	1,421
One-year variable compensation	775	0	1,550	452	435	0	870	254
Annual bonus	775	0	1,550	452	435	0	870	254
Multi-year variable compensation²	998	0	2,713	526	566	0	1,538	298
Performance Cash Plan (2019-2022)	-	-	-	526	-	-	-	298
Performance Cash Plan (2020-2023)	998	0	2,713	-	566	0	1,538	-
Total	3,040	1,267	5,529	1,725	1,764	763	3,171	1,973
Service cost	553	553	553	424	250	250	250	166
Total compensation	3,593	1,820	6,082	2,149	2,014	1,013	3,421	2,139

Maximum Target value Target value 2020 2019

¹Aside from the customary fringe benefits, moving expenses and rent payments that were reimbursed when Sascha Bibert was appointed are also included here. The special payments (two payments of €0.5 million each as of June 30, 2019, and June 30, 2020) agreed in lieu of expired LTI entitlements at his previous employer E.ON are reported within the fringe benefits for fiscal 2019.

²Grant-date fair value of multi-year variable compensation.

Compensation Granted

David Bryson - since November 1, 2019 Eckhardt Rümmler - until January 31, 2020

(Chief Operating Officer) (Chief Operating Officer)

Target value	Minimum	Minimum	Maximum	Target value
€ in thousands	2020	2020	2020	2020	2020	2019
Fixed compensation	700	700	700	117	58	58	58	686
Fringe benefits¹	101	101	101	3	2	2	2	22
Total	801	801	801	120	60	60	60	708
One-year variable compensation	435	0	870	73	36	0	73	426
Annual bonus	435	0	870	73	36	0	73	426
Multi-year variable compensation²	566	0	1,538	85	0	0	0	0
Performance Cash Plan (2019-2022)	-	-	-	85	-	-	-	-
Performance Cash Plan (2020-2023)	566	0	1,538	-	-	-	-	-
Total	1,802	801	3,208	278	96	60	133	1,134
Service cost	329	329	329	102	0	0	0	206
Total compensation	2,131	1,130	3,537	379	96	60	133	1,339

Maximum Target value Target value 2020 2019

¹Aside from the customary fringe benefits, rent payments that were reimbursed when David Bryson was appointed are also included here. ²Grant-date fair value of multi-year variable compensation.

Compensation Granted

Keith Martin - until April 30, 2020 Niek den Hollander - since June 1, 2020

(Chief Commercial Officer) (Chief Commercial Officer)

Target value	Minimum	Minimum	Maximum	Target value
€ in thousands	2020	2020	2020	2020	2020	2019
Fixed compensation	233	233	233	686	408	408	408	-
Fringe benefits¹	37	37	37	20	15	15	15	-
Total	270	270	270	706	423	424	424	-
One-year variable compensation	145	0	290	426	254	254	254	-
Annual bonus²	145	0	290	426	254	254	254	-
Multi-year variable compensation³	0	0	0	0	344	0	897	-
Performance Cash Plan (2020-2023)	-	-	-	-	344	0	897	-
Total	415	270	560	1,132	1,021	677	1,575	-
Service cost	0	0	0	212	322	322	322	-
Total compensation	415	270	560	1,344	1,344	1,000	1,897	-

Maximum Target value Target value 2020 2019

¹Aside from the customary fringe benefits, rent payments that were reimbursed when Niek den Hollander was appointed are also included here.

²When Niek den Hollander was appointed, it was agreed with him in advance that his target attainment for the annual bonus would be 100% because he joined during the year.

³Grant-date fair value of multi-year variable compensation.

Compensation Allocated

Andreas Schierenbeck -	Sascha Bibert -	David Bryson -
since June 1, 2019	since June 1, 2019	since November 1, 2019
(Chief Executive	(Chief Financial	(Chief Operating
Officer)	Officer)	Officer)

€ in thousands	2020	2019	2020	2019	2020	2019
Fixed compensation	1,240	723	700	700	117
Fringe benefits¹	27	23	536	101	3
Total	1,267	747	1,236	948	801	120
One-year variable compensation	1,054	787	592	651	105
Annual bonus	1,054	787	592	651	105
Multi-year variable compensation	1,688	0	957	718	0
Performance Cash Plan (2018-2021)²	-	0	-	0	-	0
Performance Cash Plan (2019-2022)²	589	0	334	0	95	0
Performance Cash Plan (2020-2023)²	1,099	0	623	0	623	0
Total	4,008	1,533	2,785	1,316	2,170	225
Service cost	553	424	250	166	329	102
Total compensation	4,562	1,958	3,035	1,482	2,499	327

2020	2019	2020	2019	2020
1,240	723	700	408	700
27	23	536	540	101
1,267	747	1,236	948	801
1,054 1,054	787 787	592 592	368 368	651 651
1,688 - 589 1,099	0 0 0 0	957 - 334 623	0 0 0 0	718 - 95 623
4,008	1,533	2,785	1,316	2,170
553	424	250	166	329
4,562	1,958	3,035	1,482	2,499

¹Aside from the customary fringe benefits, the agreed reimbursements of moving expenses and rent payments for Sascha Bibert and David Bryson are also included here. The special payments (two payments of €0.5 million each as of June 30, 2019, and June 30, 2020) agreed with Sascha Bibert in lieu of expired LTI entitlements at his previous employer E.ON are reported within the fringe benefits for the 2019 and 2020 fiscal years.

²On August 17, 2020, the acquisition by Fortum Deutschland SE of additional voting rights of Uniper SE triggered a change-of-control event, as defined, respectively, in the terms of the Performance Cash Plan and of the Performance Share Plan, when the 75% ownership threshold was crossed. This led to the premature ending of the terms of the allocations granted in 2018 and 2019 under the Performance Cash Plan then in place, and to the premature ending of the allocation granted under the new Performance Share Plan for the 2020 fiscal year. The corresponding obligations were required to be remeasured as of July 31, 2020, with all expenses still to be incurred for the performance period still open previously brought forward and recognized as a one-time expense. The payouts took place in the third quarter of 2020 and must therefore be reported as allocated compensation for 2020.

Compensation Allocated

Eckhardt Rümmler -	Keith Martin -	Niek den Hollander -
until January 31, 2020	until April 30, 2020	since June 1, 2020
(Chief Operating	(Chief Commercial	(Chief Commercial
Officer)	Officer)	Officer)

€ in thousands	2020	2019	2020	2019	2020	2019
Fixed compensation	58	686	233	686	408	-
Fringe benefits¹	2	22	37	20	15	-
Total	60	708	270	706	424	0
One-year variable compensation	49	741	197	741	254	0
Annual bonus²	49	741	197	741	254	-
Multi-year variable compensation	643	0	643	0	363	0
Performance Cash Plan (2018-2021)³	643	0	643	0	-	-
Performance Cash Plan (2019-2022)³	-	0	-	0	-	-
Performance Cash Plan (2020-2023)³	-	0	-	0	363	-
Other
(one-time special incentive bonus)4	0	-193	0	-193	0	0
Total	752	1,256	1,110	1,254	1,041	0
Service cost	0	206	0	212	322	-
Total compensation	752	1,461	1,110	1,466	1,363	-

¹Aside from the customary fringe benefits, the agreed reimbursements of rent payments for Niek den Hollander are also included here.

²When Niek den Hollander was appointed, it was agreed with him in advance that his target attainment for the annual bonus would be 100% because he joined during the year.

³On August 17, 2020, the acquisition by Fortum Deutschland SE of additional voting rights of Uniper SE triggered a change-of-control event, as defined, respectively, in the terms of the Performance Cash Plan and of the Performance Share Plan, when the 75% ownership threshold was crossed. This led to the premature ending of the terms of the allocations granted in 2018 and 2019 under the Performance Cash Plan then in place, and to the premature ending of the allocation granted under the new Performance Share Plan for the 2020 fiscal year. The corresponding obligations were required to be remeasured as of July 31, 2020, with all expenses still to be incurred for the performance period still open previously brought forward and recognized as a one-time expense. The payouts took place in the third quarter of 2020 and must therefore be reported as allocated compensation for 2020.

425% of the special incentive bonus granted and paid out to the members of the Management Board serving at that time in recognition of the successful spin-off of Uniper SE from E.ON SE in September 2016 vests following the close of each full year from the effective date of the spin-off of Uniper SE from E.ON SE. Eckhardt Rümmler and Keith Martin were required to repay approximately €0.2 million. These repayment amounts were offset against the settlement payments.

Payments Associated with Termination of Management Board Duties

In accordance with the change-of-control severance provisions stipulated in their service agreements, Eck-hardt Rümmler and Keith Martin were entitled to settlement payments of roughly €2.3 million each. The set-tlements had already been paid out in September 2019 and November 2019, respectively, and were there-fore classified as advances in fiscal 2019. In recognition of the successful spin-off of Uniper SE from E.ON SE in September 2016, members of the Management Board serving at that time had been granted a special incentive bonus, 25% of which vested following the close of each full year from the effective date of the spin-off of Uniper SE from E.ON SE. For both Eckhardt Rümmler and Keith Martin, 75% of the respective special incentive bonus had vested. The two were therefore required to repay 25% of the special incentive bonus (roughly €0.2 million), respectively. The repayment amounts were offset against the settlement payments.

Uniper SE and its subsidiaries granted no other advances or loans to and did not enter into any contingen-cies benefiting Management Board members in the 2020 fiscal year. Additional information about the mem-bers of the Management Board is provided in the Notes to the Consolidated Financial Statements.

Payments Made to Former Members of the Management Board

Owing to the settlements paid out early to Eckhardt Rümmler and Keith Martin, the total compensation of former Management Board members for fiscal 2020 amounted to roughly €4.6 million (2019: €6.4 million for the settlement payments for Klaus Schäfer and Christopher Delbrück). The settlement amount of the pension obligations (HGB) for former Management Board members totaled roughly €9.2 million as of De-cember 31, 2020 (2019: €6.6 million).

Compensation Plan for the Supervisory Board

The compensation for members of the Supervisory Board determined by the Annual Shareholders Meeting is governed by Section 15 of the Articles of Association of Uniper SE. The objective of the compensation plan is to strengthen the independence of the Supervisory Board as a governing body. That is why - in addition to having their expenses reimbursed - the members of the Supervisory Board also receive fixed compensa-tion, as well as additional compensation for committee duties. Furthermore, in order to have the Supervi-sory Board participate in the long-term success of Uniper SE, a component of 20% of the aforementioned compensation is converted into virtual shares of Uniper SE.

The Chairman of the Supervisory Board receives €210 thousand in compensation, and the Chairman's depu-ties receive compensation of €140 thousand. Other Supervisory Board members receive €70 thousand in compensation. The Chairman of the Audit and Risk Committee receives an additional €70 thousand; mem-bers of the Audit and Risk Committee receive an additional €35 thousand. Other committee chairs receive an additional €35 thousand; other committee members receive an additional €15 thousand. Members serving on more than one committee receive only the highest applicable committee compensation. The Chairman and the Deputy Chairmen of the Supervisory Board receive no additional compensation for their committee duties. Supervisory Board members departing from the Supervisory Board during a fiscal year receive pro-rated compensation.

Supervisory Board members receive a component of 20% of the compensation described above in the form of variable compensation. That compensation is granted as a future right to payment in the form of virtual shares, with the aforementioned component being the target. The virtual shares are used purely for calcula-tion purposes and do not confer on the beneficiary any entitlements or shareholder rights - particularly vot-ing rights or dividend rights. To determine the number of virtual shares, the variable compensation from the previous year is divided in January of each calendar year by the volume-weighted average share price of Uniper SE from the last 60 trading days before January of the current year. After four calendar years, the virtual shares are multiplied by the average share price of Uniper SE from the last 60 trading days prior to January 1 of the fourth calendar year and increased by the amount of dividends paid to shareholders on each share of Uniper SE over the previous four years. The variable compensation is paid within the first month after the end of the four-year period and is limited to 200% of the compensation described above (payout cap).