Information on CureVac Post-Offer Reorganization
Following the closing of the public exchange offer (the “Offer”) by BioNTech SE (Nasdaq: BNTX, “BioNTech”) for all outstanding shares of CureVac N.V. (Nasdaq: CVAC, “CureVac”), on 6 January 2026 BioNTech and CureVac effected a restructuring of CureVac and its subsidiaries, referred to as the “post-offer reorganization.” As a result of the post-offer reorganization, BioNTech became the sole owner of CureVac’s business operations, CureVac Merger B.V. (“CureVac Merger”) succeeded CureVac by merger, and no public shareholders continued to hold any CureVac shares.
As part of the post-offer reorganization, any holders of CureVac shares who did not participate in the Offer (the “Minority Shareholders”) received the same consideration as they would have received had they participated in the Offer, less the applicable Dutch statutory dividend withholding tax, as described in more detail in – as applicable – the registration statement on Form F-4 initially filed by BioNTech with the U.S. Securities and Exchange Commission on 11 August 2025, the EU prospectus dated 20 October 2025 and the UK exemption document dated 20 October 2025, including and amendments, supplements and updated thereto, as applicable. The Dutch dividend withholding tax rate is 15%, but the effective rate was 3.01% due to the fiscally recognized capital taken into consideration. Accordingly, the consideration received by the Minority Shareholders reflects this deduction, which was carried out in compliance with applicable tax regulations.
Minority Shareholders who are not Dutch residents for Dutch tax purposes, nor deemed to be Dutch residents for Dutch tax purposes, nor having a permanent establishment or a permanent representative in the Netherlands, may be entitled to a full or partial refund of the Dutch dividend withholding tax applied to the post-offer reorganization consideration. Dutch tax authorities require that refund applications for non-Dutch tax resident shareholders be submitted through CureVac Merger (on whose behalf BioNTech will act). Please note that the timeframe for submitting such refund applications expires on 27 January 2026.
IIf you were a Minority Shareholder and wish to request a refund as a non-Dutch tax resident shareholder, please provide all details and documentation requested by no later than 27 January 2026 to curevac-withholdingtax@biontech.com. This information is required to ensure that a refund request can be submitted. Please be advised that all costs associated with the refund request (e.g., banking fees associated with payment) will be borne by the shareholder requesting the refund, and any such costs will be deducted by CureVac Merger from the refund received (if any). Should you require further details or documentation regarding this withholding, please contact curevac-withholdingtax@biontech.com.
None of CureVac Merger, BioNTech or any of their respective affiliates is providing legal, tax, investment or other advice. Minority Shareholders who received consideration in the post-offer reorganization who have questions about their tax status must consult their local tax advisor.
There can be no assurances as to the success of any refund request.
By providing your data with a refund request to the above email address you consent to the data processing. Your data will be processed in accordance with BioNTech’s data privacy statement.
