Uniper SE
Uniper SE: Stabilization package for Uniper is being finalized

Due to the Russian gas supply curtailments that have been in place since June 2022 Uniper and Fortum agreed on a financial stabilization package for Uniper on 21 September 2022 with the German Government. In addition to a short-term liquidity provision by KfW and an equity participation of the state in the amount of EUR 8 billion, this package provided for the introduction of a gas surcharge, which was to compensate Uniper’s losses from Russian gas supply curtailments by 90% as of 1 October 2022. On 30 September 2022, the German Government announced that the gas surcharge would not be implemented as planned and would be replaced by a tailor-made solution to ensure the financial stability of the affected companies. The tailor-made solution for Uniper has been specified as follows:

• It is still planned to carry out a cash capital increase of EUR 8 billion at an issue price of EUR 1.70 per share, excluding shareholders’ subscription rights, to be subscribed exclusively by the Federal Republic of Germany.
• In addition, authorized capital of up to EUR 25 billion is to be created by issuing new shares against cash and/or non-cash contributions (Authorized Capital) as the initial capital increase of EUR 8 billion alone will not be sufficient to stabilize Uniper. The Authorized Capital is to be used to partially restore the equity weakened by further losses in 2022, 2023 and 2024, particularly in connection with gas replacement procurements as a result of Russian gas supply restrictions. The shareholders’ statutory subscription rights will be excluded. Only the Federal Republic of Germany or an entity of the Federal Republic of Germany (cf. section 29 para. 6 EnSiG) will be admitted to subscribe to the new shares.
• The Authorized Capital shall be utilized in tranches. It is intended to utilize the first tranche by issuing new shares against cash before the end of 2022. Those shares will be also issued to the Federal Republic of Germany or an entity of the Federal Republic of Germany at an issue price of EUR 1.70 per share.
• Until the implementation of the respective capital increase from Authorized Capital, interim financing is to be provided by KfW in the required amount.

Furthermore, as already communicated, the acquisition of the Uniper shares currently held by Fortum for EUR 1.70 per share by the Federal Republic of Germany is planned.

The Board of Management of Uniper SE has finally decided today to submit the main elements of the stabilization package for Uniper to the shareholders for approval at an Extraordinary General Meeting on 19 December 2022. The invitation to the Extraordinary General Meeting on 19 December 2022 will be published shortly. The Extraordinary General Meeting already convened for 19 December 2022 will be cancelled. In the context of the Extraordinary General Meeting to be convened now, Uniper will also comply with the obligations pursuant to section 92 German Stock Corporation Act and notify the loss of half of the company’s share capital and report on the situation of the company.

The stabilization package is still subject to regulatory approvals in various jurisdictions. This includes, in particular, the final state aid and merger control approvals of the EU Commission. The consultations with the EU Commission are still ongoing. Uniper expects that the necessary approvals will be granted before the Extraordinary General Meeting on 19 December 2022.

Contact:

Person making the notification:
Dr. Sascha Fehlemann
Senior Vice President
Corporate Legal Affairs

Contact for investors and analysts:
Stefan Jost
Executive Vice President
Group Finance & Investor Relations
Uniper SE
Holzstraße 6
40221 Düsseldorf
Mobile +49 1515 1213 9656
Telefax +49 211 4579 2022
Email ir@uniper.energy

Media contact:
Georg Oppermann
Senior Vice President
External Communication & Sustainability Communication
Uniper SE
Holzstraße 6
40221 Düsseldorf
Phone +49 211 4579 5570
Mobile +49 178 439 4847
press@uniper.energy