EQS-Adhoc: Uniper SE: Uniper SE resolves to convene an extraordinary general meeting for the purpose of a capital reduction pursuant to EnSiG and enters into a Supplementary Agreement to the Framework Agreement

Publication of an inside information pursuant to Article 17 of Regulation (EU) No. 596/2014

Uniper SE resolves to convene an extraordinary general meeting for the purpose of a capital reduction pursuant to EnSiG and enters into a Supplementary Agreement to the Framework Agreement with the Federal Government

Düsseldorf, 18 October 2023. The management board and the supervisory board of Uniper SE ("Company"; ISIN DE000UNSE018 / DE000UNSE1N3) have resolved today to convene an extraordinary (virtual) general meeting of the Company on 8 December 2023 and to propose to the general meeting to resolve on a reduction of the share capital in several steps from currently EUR 14,160,161,306.70 by EUR 13,743,685,974.70 to EUR 416,475,332.00. The capital reduction, together with any net profits for 2023 and – where required – the full or partial dissolution of the existing capital reserves, will serve to eliminate the accumulated loss from the Company’s financial year 2022 under commercial law and, thus, to restore the ability on-balance-sheet to make distributions.

The capital reduction is to be carried out in accordance with the provisions of the German Energy Security Act (Gesetz zur Sicherung der Energieversorgung – "EnSiG"). The capital reduction is to be carried out in particular by (1) reduction of the nominal share capital of the Company so that the proportionate amount of the share capital per no-par value share is reduced from EUR 1.70 by EUR 0.70 to EUR 1.00 as well as (2) consolidation of twenty no-par value shares of the Company into one no-par value share ("EnSiG Capital Reduction").

In this context, the management board of the Company today with the consent of the supervisory board of the Company entered into an agreement with the Federal Government, represented by the Federal Ministry of Finance, in addition to the Framework Agreement on Stabilization Measures under the EnSiG dated 19 December 2022 (“Framework Agreement”), regarding the implementation of the EnSiG Capital Reduction ("Supplementary Agreement").

On the basis of this Supplementary Agreement, the Company is obligated to propose to the general meeting the above-described EnSiG Capital Reduction for the purpose of allocating the reduction amount to the capital reserve pursuant to Sec. 29 (2) sentence 1 no. 2 EnSiG in conjunction with Sec. 7 (6) WStBG. The Company is obligated to use this capital reserve (together with any net profits in 2023 and – where required – withdrawals from existing capital reserves) to eliminate the accumulated loss carried forward from the financial year 2022. This would restore the Company's ability to make distributions.

The European Commission's approval of the stabilization measures under state aid law dated 20 December 2022 was accompanied by a commitment of the Federal Government to reduce its shareholding in the Company to a maximum of 25% plus one share by the end of 2028, subject to the fulfilment of certain further conditions, thus repatriate the stabilization measure granted accordingly within the meaning of Sec. 29 (1a) sentence 8 EnSiG (“Exit Commitment”). The restoration of the ability on-balance-sheet to make distributions serves the preparation and facilitation of the fulfilment of the Exit Commitment. The intended EnSiG Capital Reduction in no way prejudices the timing and form of fulfilment of the Exit Commitment.

The invitation to the extraordinary general meeting on 8 December 2023, including the complete agenda and the corresponding resolution proposals of the management and the supervisory board, is expected to be published in the Federal Gazette (Bundesanzeiger) and on the Company's website on 30 October 2023.

1751955  18-Oct-2023 CET/CEST