Uniper : Group Sustainability Statement (uniper annual report 2025)

About this update from Uniper Se

$ge beating heart of energy. esu Annual Report 2025 Performance Indicators at a Glance Financial and Non-Financial Indicators for the Uniper Group¹ Unit 2025 2024 2023 2022 2021 Sales € in millions 60,955 69,636 107,915 274,121 162,968 Adjusted EBITDA² € in millions 1,097 2,612 7,164 -10,119 1,512 For informational purposes: Adjusted EBIT² € in millions 568 2,001 6,367 -10,877 955 Net income/loss € in millions 1,426 221 6,336 -19,144 -4,106 Earnings per share³ 4 € 3.35 0.71 15.15 −51.92 −11.39 Dividend proposal / Dividend per share4 € 0.72 0.00 0.00 0.00 0.07 Cash provided by operating activities (operating cash flow) € in millions -814 1,665 6,549 -15,5565 3,296 Adjusted net income² € in millions 544 1,653 4,432 -7,401 743 Investments Growth Maintenance and replacement € in millions € in millions € in millions 932 408 525 710 316 394 587 198 389 552 189 363 589 293 297 Economic net debt (+)/ net cash position (−) € in millions -2,823 -3,404 -3,058 3,410 324 Power purchases and owned generation Billion kWh 129.1 147.8 210.3 289.7 413.6 Electricity sales Billion kWh 127.3 146.6 209.5 288.9 412.9 Gas volume sold Billion kWh 1,118.1 1,336.3 1,637.7 1,661.5 2,258.5 Direct fuel-derived carbon emissions Million t CO2 11.7 14.2 19.4 55.6 50.9 Employees as of the reporting date 7,238 7,464 6,863 7,008 11,494 ¹Certain prior-year comparative figures have been adjusted. Further details are provided in the Adjusted Net Income section. ²Adjusted for non-operating effects. ³Basis: outstanding shares as of reporting date. 4For the respective fiscal year. 5The figure for the indicated reporting period shows operating cash flow from continuing operations. 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 Group 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. Only the German version of this Annual Report is legally binding. Contents Report of the Supervisory Board 2 Uniper Stock 8 Strategy and Targets 10 Combined Management Report 16 Corporate Profile 16 Business Report 21 Macroeconomic and Industry Environment 21 Business Performance 31 Earnings 42 Financial Condition 50 Assets 57 Earnings, Financial Condition and Net Assets of Uniper SE 58 Non-Financial Performance Indicators 60 Risk and Chances Report 62 Forecast Report 77 Internal Control System for the Accounting Process 81 Additional Disclosures Regarding Takeovers 83 Corporate Governance Declaration 86 Group Sustainability Report 99 Summary of the Group Sustainability Report 99 Group Sustainability Report in accordance with ESRS 101 General Information 103 Environmental Information (incl. EU Taxonomy Regulation) 129 Social Information 176 Governance Information 208 Appendix 213 Consolidated Financial Statements 246 Consolidated Statement of Income 246 Consolidated Statement of Recognized Income and Expenses 247 Consolidated Balance Sheet 248 Consolidated Statement of Cash Flows 250 Statement of Changes in Equity 252 Notes 254 List of Shareholdings 353 Members of the Supervisory Board 358 Members of the Board of Management 359 Declaration of the Board of Management 360 Independent Auditor's Report 361 Financial Calendar 371 Report of the Supervisory Board Dear Shareholders, Uniper successfully concluded the fiscal year 2025, a year marked by the continuation of its transformation and the further strengthening of stability. In a changing market environment, the Supervisory Board closely supported and monitored the continued successful implementation of the corporate strategy, which is aimed at accelerating the energy transformation, ensuring security of supply and remaining a reliable partner for its customers. Among other things, the Group made further progress in expanding its gas and LNG portfolio as well as in implementing projects to expand electricity generation from renewable energy. The expansion of renewable energy was also pushed forward, for example through the decision to proceed with new photovoltaic projects in Germany, the United Kingdom, Poland and Hungary, as well as a wind project in Scotland. In addition, work on the revitalization of the Happurg pumped-storage power plant and the hydrogen electrolyser project in Bad Lauchstädt were successfully continued. Against the backdrop of challenging market developments and regulatory delays, Uniper focused its strategy even more strongly in summer 2025 on activities and projects making a reliable contribution to earnings. At the same time, measures to increase cost efficiency were initiated to ensure that Uniper is solidly positioned for the future and remains competitive. These steps became necessary because the regulatory framework - particularly with regard to the implementation of the power plant strategy in Germany and the ramp-up of the hydrogen economy -developed more slowly than expected. This delayed planned investments in these areas and at the same time required a review of controllable costs in the context of an asset portfolio that has been reduced as a result of the coal phase-out and the successful divestments carried out under the conditions imposed by the European Commission. With planned investments of around €5 billion through 2030, Uniper is focusing on new gas-fired power plants and the upgrading of existing ones, as well as on renewable energy projects that make a secure contribution to earnings. The goal of achieving CO2 neutrality across Scope 1, 2 and 3 emissions by 2040 (including compensations) remains unchanged. Uniper remains firmly committed to further decarbonizing its business portfolio and to driving the energy transition forward. After making significant progress in its transformation in 2024, Uniper took additional steps in 2025 to further strengthen the company and support the restoration of its capital market readiness. Based on the prior year's financial performance, the continued strong net cash position, the focus on reliable contributions to earnings and the strengthening of risk management, the rating agencies Standard & Poor's and Scope upgraded Uniper's standalone credit profile. In this context, S&P affirmed the issuer rating at BBB-, while Scope upgraded the issuer rating to BBB. This confirms Uniper's strategy and financial discipline. In addition, the contractually agreed repayment claims of the Federal Republic of Germany arising from state aid granted during the gas crisis were fully settled with a payment of around €2.6 billion. Furthermore, the credit line from KfW (Kreditanstalt für Wiederaufbau), which has not been utilized since 2024, was reduced by a further €4 billion to €1 billion and fully repaid by the end of 2025. Uniper also strengthened the potential of its financial base by publishing a Green Finance Framework, which enables the issuance of "green" financing instruments and thereby supports Uniper's transformation strategy. In fiscal year 2025, Uniper met additional requirements under the conditions set by the European Commission as part of the approval of the stabilization package in 2022, fulfilling additional prerequisites for initiating the reduction of the Federal Republic of Germany's shareholding. This included the sale of its stake in AS Latvijas Gāze and its North American electricity portfolio, as well as the gas-fired power plant Gönyű, Uniper Wärme GmbH and the hard-coal-fired power plant Datteln 4. In 2025, Uniper demonstrated that the Group has a competitive and resilient portfolio with positive operating cash flow and that its strategy is robust. The Supervisory Board is convinced that this positions Uniper well for the future and will enable it to continue driving its transformation forward. The Group's business activities continue to make a significant contribution to the security of electricity and gas supply and to the energy transition in Europe. Activities of the Supervisory Board In the 2025 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 Group's situation, and regularly discussed in depth the consequences of its continually changing energy policy and economic environment. The Supervisory Board advised the Board of Management regularly about the Group's management and continually monitored its activities. The Supervisory Board assured itself that the Group'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 Board of Management reports, among other things. The Board of Management regularly provided the Supervisory Board with timely information in both written and oral form about all issues relevant to the Company, in particular regarding strategy, planning, business development, the risk situation, risk management, internal audit, and compliance. At its plenary meetings and in its committees, the Supervisory Board had sufficient opportunity to actively discuss the Board of Management reports, motions and proposed resolutions. Where required by law, the Articles of Association or the rules of procedure, the Supervisory Board decided on the resolutions proposed by the Board of Management after thoroughly examining and discussing them. The Chairman of the Supervisory Board was also in close contact and communication with the Chairman of the Board of Management outside of Supervisory Board meetings. The Supervisory Board addressed matters relevant to the Group in five ordinary and three extraordinary meetings, in particular the implementation of the Group strategy, the restoration of capital market readiness, the global market environment and the stabilization framework, and adopted resolutions where required. The members of the Board of Management regularly attended the meetings of the Supervisory Board. In addition, the Supervisory Board also met regularly without the Board of Management. A detailed list of meetings and the corresponding individual meeting attendance can be found in the section "Commit-tee Work". The attendance rate at the ordinary and extraordinary Supervisory Board meetings was 96%. The overall attendance rate at the committee meetings was 98%. The ordinary and extraordinary meetings of the Supervisory Board and its committees were held in person, with the option of participating via telephone or video conference. In the reporting year, the members of the Supervisory Board did not report any conflicts of interest to the Chairman of the Supervisory Board. In 2025, the members of the Supervisory Board took part in training and professional development activities relevant to the performance of their duties as members of the Supervisory Board. The training and professional development activities included participation in specific events for Supervisory Board members organized by auditing and consulting firms. Supervisory Board members also attended seminars and conferences on topics such as financial and non-financial reporting and topics relating to the energy industry, sustainability, artificial intelligence (AI) and governance. Uniper supported the members of the Supervisory Board in their training and continuing education by offering courses on topics such as the European Commission's omnibus proposals and the impact of political developments in the US and Europe on the capital market's ESG perspective. Key Topics of the Supervisory Board's Discussions In the reporting year, the Supervisory Board placed particular emphasis on implementing the strategy. At its meetings, the Supervisory Board received detailed information on the strategy process and advised the Board of Management accordingly. In particular, it provided advisory support for the transformation of the portfolio and monitored progress in restoring capital market readiness as well as in meeting the conditions imposed by the European Commission. The Board of Management reported to the Supervisory Board on key projects throughout the 2025 fiscal year. A particular focus was on the rebuilding of the gas and LNG portfolio and the implementation of projects to expand renewable and flexible generation. The Supervisory Board dealt extensively with the Group's economic situation, about which the Board of Management provided continuous information. Specifically, the Supervisory Board dealt in particular with the assets, financial condition and earnings, workforce developments and the earnings opportunities and risks for Uniper SE and the Uniper Group. The Board of Management discussed the current and future rating situation of the Company as well as financing options on an ongoing basis with the Supervisory Board. In addition, the Supervisory Board held in-depth discussions with the Board of Management on the Uniper Group's medium-term planning for the years 2026 to 2028, based on updated assumptions regarding the long-term development of energy and commodity prices, capacity market premiums and seasonal price differentials, and, after detailed deliberation, approved the budget for 2026. The Supervisory Board also addressed the Uniper Group's financing measures as well as initiatives to increase efficiency and reduce costs and their impact on employees. At the Supervisory Board meetings, the current developments of Uniper's business activities were discussed in detail. With regard to operations, the Board of Management kept the Supervisory Board informed about plant operations. Together with the Board of Management, it discussed in detail the price developments on the national and international energy markets, in particular as a result of geopolitical conflicts in Ukraine and the Middle East. Other central topics of the discussions included developments in European and German energy policy, notably the national power plant and hydrogen strategies, 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. The Supervisory Board was also regularly updated on developments in the area of sustainability. In this context it received reports on progress in achieving the Company's internal Environment, Social and Governance (ESG) key performance indicators, as well as on trends in accident rates and greenhouse gas emissions. In the area of sustainability, the Supervisory Board focused in particular on monitoring the status of implementation of the Corporate Sustainability Reporting Directive (CSRD), using the European Sustainability Reporting Standards (ESRS) as the reporting framework. In this context, the Supervisory Board discussed, among other things, the results of the double materiality assessment, the analysis of impacts, risks and opportunities (IRO assessment) and diversity-related topics. The Supervisory Board was also informed about the Company's activities to strengthen its resilience to IT risks and other security risks amongst others in the context of the implementation of the NIS-2 implementation act. Corporate Governance The Supervisory Board dealt in detail with the German Corporate Governance Code and, on this basis, jointly with the Board of Management, 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 in December 2025. Since then, this has been publicly accessible on Uniper SE's website. Further information on corporate governance is available in the Corporate Governance Declaration. 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 delegated a number of tasks to the committees. Committee chairs reported the agenda and results of their respective committee's meetings to the full Supervisory Board on a regular basis at the Supervisory Board meeting subsequent to their committee meeting. The Executive Committee of the Supervisory Board met a total of seven times in the 2025 fiscal year. This committee was primarily responsible for preparing the compensation-related topics as well as new appointments and contract extensions for individual members of the Board of Management for the Supervisory Board meetings. The Audit and Risk Committee met six times in the 2025 fiscal year, including one joint meeting with the Sustainability Committee. The committee regularly consulted with the auditor without the Board of Management and, taking into account the auditor's reports and in discussions with the auditor, examined in detail the statutory annual financial statements of Uniper SE as well as the consolidated financial statements of Uniper SE prepared in accordance with Section 315e of the German Commercial Code (HGB) and the International Financial Reporting Standards (IFRS), together with the combined Group Management Report. In addition, the Committee discussed the Group Sustainability Report in detail. It reported to the Supervisory Board on this and prepared the corresponding recommendations for the Supervisory Board. The committee discussed the proposal for the election of the auditor for the 2025 fiscal year and issued the mandate for the auditor's audit services after the 2025 Annual General Meeting, determined the audit priorities and the audit cost budget and reviewed the quality of the audit, the qualification of the auditor and the auditor's independence in accordance with the requirements of the German Stock Corporation Act (Section 107 (3) sentence 2 AktG). The committee's work focused in particular on assessing the effectiveness of Uniper's risk management system, risk control and risk-bearing capacity. In this context, the committee also dealt with the Enterprise Risk Report and the risk limit situation, the revised risk categories and risk profiles, and the approach to risk management in long-term contracts. As part of its activities, the committee dealt intensively with the work of the internal audit department, audit planning, and the implementation of recommendations from completed audits. The committee received reports on compliance, legal proceedings, long-term contracts and regulatory risks. The committee also dealt with Uniper's current asset position, financial position and results of operations, as well as its rating. In a joint meeting with the Sustainability Committee, the governance structures for Group sustainability reporting and the results of the double materiality analysis and the impact, risk and opportunity assessment (IRO) were discussed. The Chairwoman of the Audit Committee also maintained a close dialog with the auditors and the Board of Management and relevant executives outside the meetings. She regularly discussed the progress of the audit and reported to the committee and the Supervisory Board on the discussions. She also attended all the meetings of the Sustainability Committee as a guest and maintained close contact with the Chairman of the Sustainability Committee outside the meetings. The Sustainability Committee met four times in fiscal year 2025, including one joint meeting with the Audit and Risk Committee. The committee examined in detail the development of the non-financial performance indicators (PIs) for 2025 as well as the further development of the company's sustainability strategy. Key areas of focus included the DEI strategy (Diversity, Equity & Inclusion), the Climate Transition Plan, ESG due diligence processes in the supply chain, biodiversity-related topics and governance structures for sustainability-related matters. In addition, the committee discussed the transition of the project for implementing the Corporate Sustainability Reporting Directive (CSRD) in the line organization and the application of the European Sustainability Reporting Standards (ESRS) as the primary reporting framework. The committee also addressed the EU Taxonomy and ongoing regulatory developments in the area of sustainability. The Chairman of the Sustainability Committee also maintained close dialogue with the Sustainability team to discuss in detail the key topics for the necessary reporting to the committee. He informed the committee of the results of these discussions at the relevant meetings. Further information on the role of the Supervisory Board and the Supervisory Board committees in sustainability-related topics can be found in the Group Sustainability Report in the section "Gov 1" under the chapter "General information". The Nomination Committee did not meet in the 2025 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. Supervisory Board member Supervisory Board meetings Executive Committee Audit and Risk Committee Nomination Committee Sustainability Committee Thomas Blades (Chairman of the Supervisory Board, Uniper SE) 7/8 7/7 - - - Prof. Dr. Werner Brinker 8/8 - - - 4/4 Judith Buss 8/8 - 6/6 - - Holger Grzella 8/8 6/7 6/6 - - Dr. Gerhard Holtmeier 8/8 - 6/6 - 4/4 Diana Kirschner 8/8 - 6/6 - - Victoria Kulambi 8/8 - - - 4/4 Magnus Notini 8/8 - - - 4/4 Dr. Marcus Schenck 4/6 6/6 - - - Immo Schlepper 4/4 1/1 - - - Harald Seegatz (Deputy Chairman of the Supervisory Board, Uniper SE) 8/8 6/7 - - - Rolf Wiegand 4/4 6/6 - - - Prof. Dr. Ines Zenke (Deputy Chairwoman of the Supervisory Board, Uniper SE) 8/8 6/7 - - - Overview of the Attendance of Supervisory Board Members at Meetings of the Supervisory Board and Its Committees Examination of the Annual/Consolidated Financial Statements and Reports The annual financial statements of Uniper SE as of December 31, 2025, prepared in accordance with German commercial law, the Combined Management Report and Group Management Report and the Consolidated Financial Statements prepared in accordance with IFRS - as applied in the EU - and the supplementary provisions of German commercial law required to be applied under section 315e para. 1 of the German Commercial Code (HGB) were audited by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, the auditor elected by the Annual General Meeting and appointed by the Supervisory Board, and issued with an unqualified audit opinion. Furthermore, the auditor examined Uniper SE's early-warning system regarding risks. This examination revealed that the Board of Management has taken appropriate measures to meet the requirements of risk monitoring and that the early-warning system regarding risks is fulfilling its tasks. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, also audited the 2025 Group Sustainability Report (in full compliance with the ESRS) and issued an unqualified audit opinion as part of the limited assurance engagement. The Supervisory Board reviewed the annual financial statements of Uniper SE, the consolidated financial statements of the Uniper Group, and the Combined Management Report (including the Group Sustainability Report) of Uniper SE, the Board of Management's proposal for the appropriation of net income - in the presence of the auditor and with knowledge of, and in reference to, the Independent Auditor's Report and the results of the intensive preliminary audit by the Audit and Risk Committee - and discussed the documents in detail at the Supervisory Board meeting on March 10, 2026. The Supervisory Board discussed the audit findings with the auditor and discussed the key audit issues, focal points and actions. The auditor was available to answer additional questions and provide information. The Supervisory Board established that, based on the final results of the audits, there are no objections and therefore took note of and approved the auditor's report. The Supervisory Board approved the annual financial statements of Uniper SE prepared by the Board of Management along with the consolidated financial statements. The annual financial statements are thus adopted. The Supervisory Board concurs with the results of the audit of the Combined Management Report (including the Group Sustainability Report). Personnel Changes in the Board of Management, the Supervisory Board and in the Committees There were several changes in the composition of the Board of Management and Supervisory Board during the reporting year: Immo Schlepper resigned from the Supervisory Board and the Audit and Risk Committee effective June 30, 2025. Rolf Wiegand was appointed as a new member of the Supervisory Board effective July 1, 2025, and was also elected as a member of the Executive Committee. Dr. Marcus Schenck resigned from the Supervisory Board effective September 30, 2025. Effective December 31, 2025, Harald Seegatz resigned from the Supervisory Board and the Executive Committee. Martin Krimphove will join the Supervisory Board as a new member effective January 1, 2026. He was also elected as a member of the Executive Committee effective January 1, 2026. Rolf Wiegand was elected as the new Deputy Chairman of the Supervisory Board effective January 1, 2026. The composition of the Board of Management changed as follows: Dr. Jutta A. Dönges resigned from the Board of Management effective October 31, 2025. Her successor, Christian Barr, was appointed as the new Chief Financial Officer with effect from November 1, 2025. In addition, Fabienne Twelemann was appointed to the Board of Management as Chief People & Transformation Officer and Labor Director effective November 1, 2025. Furthermore, the contracts of Holger Kreetz as Chief Operating Officer and Dr. Carsten Poppinga as Chief Commercial Officer were each extended by five years. At the end of February 2026 Dr. Carsten Poppinga informed the Chairman of the Supervisory Board that he intends to leave the company. The Supervisory Board agreed to his request for an early termination of contract at the end of February 2026. Dr. Carsten Poppinga will take up his new post after the agreed cooling off period. Until a successor is appointed, CEO Michael Lewis will additionally assume the responsibilities of Chief Commercial Officer. On behalf of the entire Supervisory Board, I would like to express my sincere thanks to the members of the Board of Management, the Works Councils, the Uniper Leadership Team and all the employees of the Uniper Group. Their hard work and dedication have helped Uniper to make great strides in implementing its corporate strategy and driving the Company's transformation forward despite the changing market. Düsseldorf, March 10, 2026 For the Supervisory Board Sincerely, Thomas Blades Chairman Uniper Stock Outstanding stock market year for the European utilities sector Uniper share price declines Federal Republic of Germany remains majority shareholder with a 99.12% stake Geopolitical Uncertainties Have Little Impact on Stock Markets in 2025 Despite geopolitical conflicts and economic uncertainties, the global stock markets recorded gains in 2025. The main factors in this positive performance were high liquidity, declining inflation and continued interest rate cuts by central banks. Technology stocks, in particular, propelled the stock markets. US stock markets remained on a growth trajectory. At the same time, investor interest in non-US equities increased, driven by widening valuation differentials. European stock markets outperformed their US counterparts in 2025. At the end of 2025, the STOXX Europe 600 reached a record high, with a gain of just under 21%. Germany's leading stock index, the DAX, rose even more strongly, with an increase of around 23%. The MDAX, Germany's mid-cap index, also recorded a gain of 20%. Utilities Sector Stronger than the European Stock Market In 2025, the European utilities sector performed significantly better than over the previous five years, ranking second among sectors with a gain of around 34%. In the first half of 2025, utilities with regulated business models and a focus on expanding energy networks performed particularly well. In the second half of 2025, companies with diversified portfolios and investments in low-emission energies dominated. Stable cash flows, rising dividends and an improved outlook for long-term growth driven by the transformation of Europe's energy supply systems supported the positive development in share prices. In particular, expectations of rising electricity demand from data centers, electrification and a recovering industrial sector boosted confidence in the sector. Nevertheless, some European utilities recorded share price declines, partly as a result of earnings decreases due to falling commodity and energy prices or unexpected regulatory interventions. Decline in the Uniper Share Price Uniper's share price fell by around 16% in 2025. News confirming the successful economic stabilization of the Company had only a temporary positive effect on the share price. At the end of 2025, the Company's market capitalization stood at approximately €13.7 billion, a level last seen in the fall of 2021 and close to its peak valuation shortly before the outbreak of the European gas crisis in 2022. As in the previous year, share price performance was marked by significant fluctuations at times, due primarily to the very low free float and the resulting limited number of shares traded on the stock exchange. The Federal Republic of Germany continued to hold 99.12% of the shares. The free float was held mainly by private investors. As of December 31, 2025, the total number of Uniper shares outstanding remained unchanged at 416,475,332 shares. Resumption of Dividend Payment In accordance with the previously applicable legislative requirements under the Energy Supply Security Act (EnSiG), Uniper was unable to pay dividends during the stabilization phase. In December 2023, Uniper restored its ability, from an accounting perspective, to distribute and retain earnings through a capital reduction and the transfer of the reduction amount to capital reserves. With the amendment of the Energy Security Act (Energiesicherungsgesetz, EnSiG) in December 2025, Uniper SE is now once again legally permitted to distribute a dividend to all shareholders. The Board of Management and the Supervisory Board intend to propose to the Annual General Meeting of Uniper SE on May 20, 2026, that an amount of €299.9 million be allocated from the net income available for distribution of €308.2 million reported in the annual financial statements of Uniper SE to distribute a dividend of €0.72 per share (416,475,332 shares) on the dividend-paying capital stock of €416.5 million. Furthermore, to propose to the Annual General Meeting that the unappropriated profit remaining after the dividend be carried forward to new account. These proposals will be voted on by shareholders at the Annual General Meeting. Facts and Figures on Uniper Stock Unit 2025 2024 2023 2022 2021 Year-end closing price¹ € 32.80 39.16 58.00² 2.59 41.80 High for the year¹ € 47.30 65.00 79.01² 42.00 42.11 Low for the year¹ € 27.30 38.36 2.49 2.23 28.78 Number of shares³ Millions 416.48 416.48 416.48 8,329.51 365.96 Market capitalization³ € in billions 13.7 16.3 24.2 21.6 15.3 Dividend per share € 0.72 0.00 0.00 0 0.07 Total distribution € in millions 299.9 0.0 0.0 0 25.6 Dividend yield³ % 2.2 0.0 0.0 0 0.2 ¹Xetra prices. ²The year-end closing price and the high for the year reflect the 20:1 reverse stock split of December 2023. ³Based on the year-end figures. Strategy and Targets Strategic Priorities The energy sector is undergoing a period of profound change, characterized by new technological opportunities, a dynamic market environment and persistently high climate-protection requirements, although these requirements are being gradually relaxed in some regions. Against this backdrop, Uniper is consistently aligning its strategy to allow the Company to play an active role in shaping the future of energy while at the same time ensuring reliable supply for its customers. Climate change remains one of the biggest global challenges today. To address the challenges posed by climate change requires a substantial reduction in greenhouse gas emissions. As an energy company, Uniper plays an important role in helping to achieve the climate targets set by the European Union. As overarching goals these targets call for greenhouse gas emissions to be reduced by at least 55% by 2030 compared to the base year 1990 and for climate neutrality to be achieved by 2050. Germany has committed to achieving climate neutrality by 2045, in line with national frameworks and European Union requirements. Uniper continues to focus on its transformation into a renewable and low-carbon electricity and gas supply company. To this end, the Company has defined several sustainability-related targets. By 2030, Uniper intends to reduce its Scope 1 and Scope 2 emissions by more than 55% compared with the base year 2019. Scope 3 emissions are to be reduced by 25% by 2030 and by 35% by 2035 compared with the base year 2021. By 2040, Uniper aims to achieve carbon neutrality across Scopes 1, 2 and 3 through emission reduction and compensation measures (where economically feasible), as well as through the transformation of its product and service offering. Uniper intends to exit commercial coal-fired power generation by 2029. This is based on the sale of the hard-coal-fired power plant Datteln 4 and the associated heat generation facilities, which was completed in November 2025 in line with the requirements of the EU state aid decision. Coal-fired power generation in the Netherlands will be phased out in accordance with the Coal Ban Law, which came into force on December 20, 2019. The law stipulates that coal-based power generation will no longer be permitted from 2030 at the latest. In December 2023, the Bundesnetzagentur notified Uniper of the continued systemic relevance of the two Uniper coal-fired power plants Scholven B and C at the Gelsenkirchen site through March 31, 2031. At the request of the transmission system operator, in May 2024, the Bundesnetzagentur also classified the Staudinger 4 (gas) and 5 (coal), as well as the oil-fired Ingolstadt 3 and 4 power plant units as systemically relevant until March 31, 2031. These plants will function as reserve power plants under the designation and will be deployed at the request of the transmission system operator. At the same time, Uniper Energy Storage GmbH (UST) has applied to the Bundesnetzagentur for approval to decommission the Breitbrunn natural gas storage facility pursuant to Section 35h of the German Energy Industry Act (EnWG), with effect from March 31, 2027. Irrespective of the decisions by the Bundesnetzagentur, Uniper will press ahead with the strategic transformation of its entire generation portfolio towards decarbonized generation. In addition, Uniper completed the sale of Uniper Wärme GmbH to the Steag-Iqony Group in October 2025, fulfilling a key component of the structural requirements imposed by the EU Commission as part of the state-aid approval of the 2022 stabilization package. In the fiscal year 2025, Uniper focused on implementing its transformation strategy in an increasingly challenging environment. With the implementation of the strategy, Uniper will remain an integrated electricity and gas supply company with a strong focus on its core markets of Germany, the UK, the Netherlands and Sweden. Uniper's approximately 1,000 customers, including municipal utilities, industrial companies and grid operators, are at the center of its business activities. Uniper offers its customers integrated solutions with renewable energies and flexible electricity and gas products that are flexible, balanced and customized to help them achieve their own decarbonization goals. Uniper plans to make a further crucial contribution to the success of the energy transition by increasing the deployment of its controllable gas-fired power plants. These flexible gas-fired power plants are necessary to balance out the increasing volatility in the generation of electricity from wind and solar energy, thus ensuring the stability of the electricity grids and therefore the electricity supply. These power plants are expected to help achieve the European Union's "net-zero target" as set out in the European Green Deal. Uniper, however, aims to become carbon-neutral by 2040 (including compensation measures where economically feasible). The targeted reduction of carbon emissions from power generation is to be achieved either by using CCS (Carbon Capture Storage)/CCU (Carbon Capture Utilization) technology or by using renewable or low-carbon fuels such as renewable hydrogen and low-carbon hydrogen, biomethane or hydrotreated vegetable oil (HVO). In addition, Uniper reserves the right to offset any residual emissions through compensation measures. The corporate strategy prioritizes investments in renewable energies, particularly in the expansion of wind and solar capacities. Plans call for the share of renewable energy carriers and sources and flexible generation capacity with decarbonization potential (such as hydrogen-ready plants or plants using CCS/CCU technology) in the Group's expected total generation capacity of 15 to 20 GW to increase to more than 80% by the early 2030s, having now roughly tripled following the relative increase in power plant capacity from hydropower and nuclear generation. Uniper's strategy is fundamentally based on the assumption that the necessary political conditions will be established to achieve the "net-zero target" in Germany by 2045 and in the EU by 2050. Any delay in the energy transition could impact the ability to execute Uniper's climate strategy as planned. To achieve these strategic objectives, Uniper is particularly dependent on appropriate regulatory and economic framework conditions. Accordingly, the implementation of climate protection measures in Scopes 1, 2 and 3 largely depends on the existence of a reliable regulatory framework and adequate financial support measures. This also applies to Uniper's Scope 3 emissions, which are based on regulatory and market progress in decarbonizing the European gas sector. In this context, the achievement of Uniper's climate protection objectives depends on the transition to a hydrogen economy, which can make a supporting contribution to cross-sector decarbonization. The faster Uniper's customers and the market as a whole switch to decarbonized products such as hydrogen as well as renewable and low-carbon fuels, the faster Uniper can increase the share of renewable and low-carbon raw materials in its portfolio. In fiscal year 2025, Uniper continued to face a challenging market environment, characterized by volatile electricity and commodity prices, particularly in the Nordic markets, as well as the slower than expected development of the hydrogen economy in Europe's core markets. Despite these conditions, Uniper continued to implement its strategy to advance the energy transition and ensure the reliable supply of electricity and gas. Since 2023, more than 15 projects with a total investment volume of around €1 billion have been approved. Uniper plans investments of approximately €8 billion through the early 2030s. The areas of strategic focus include the Green Generation, Flexible Generation and Greener Commodities operating segments. In the Green Generation operating segment, Uniper bundles its generation capacities from hydropower, nuclear energy and renewables. The Flexible Generation operating segment comprises gas-fired power plants, in particular as well as investments in new, plants with decarbonization potential such as hydrogen-compatible power plants and CCS/CCU technologies. Uniper's trading and sales activities for power, natural gas, LNG, and renewable and low-carbon commodities, as well as long-term power purchase agreements (PPAs), are bundled in the Greener Commodities operating segment. Security of supply remains a top priority: Uniper has a diversified portfolio that stabilizes electricity and gas supply and provides flexible generation capacity to balance the volatile feed-in from wind and solar plants. At the same time, major projects already implemented to support grid stability and secure energy supply, such as Irsching 6 (2023) and Scholven 1 (2024), are being supplemented by ongoing projects, including pumped-storage and hydrogen production facilities. These measures and investments put Uniper in a good position to advance its transformation into an integrated, renewable and low-carbon energy supplier, to actively support the energy transition, and at the same time to ensure long-term value creation for customers and investors. In addition, Uniper demonstrates strategic foresight in scaling its business by securing early access to key technologies and their suppliers, for example through its collaboration with Siemens in the area of modern power plant technologies. Green Generation Uniper is pursuing the goal of driving forward decarbonization by supporting the expansion of climate-neu-tral electrification. To achieve this goal, Uniper plans to significantly increase its share of renewable and low-carbon generating capacity. Uniper already has a relevant portfolio of renewable and low-carbon power generation. Around 25% of Uniper's generation capacity currently comes from hydroelectric and nuclear power. These consist of the hydropower plants in Germany and Sweden, which together have a capacity of 3.4 GW, and the nuclear power plants in Sweden, which have a generation capacity of 1.4 GW. This results in annual electricity generation of around 24.5 TWh in a normal operating year, which already corresponds to a share of around 50% of Uniper's total annual generation. Uniper is maximizing the value of these assets while continuously evaluating additional projects to increase its hydroelectric capacity and meaningfully expand its renewables generation portfolio. A large proportion of the renewable energy generated is sold to major customers via wholesale markets and the Company's own sales structure. The other part of the energy produced is sold through long-term power supply contracts. Uniper will focus its future activities in the area of battery storage on projects implemented in combination with renewable generation assets or under economically attractive commercial models, such as tolling arrangements. Successful projects in Sweden, particularly battery systems combined with hydropower, serve as a basis for further growth. In addition, Uniper plans to increase the share of renewable energy by investing in onshore photovoltaic and on-shore wind power assets. A significant portion of the investment volume of approximately €8 billion is earmarked for this purpose. Seven projects with a combined capacity of around 280 MW are already being implemented, including assets in England, Scotland, Hungary and Germany. In addition, in the 2025 fiscal year six further projects were approved for investment, likewise with a total capacity of nearly 300 MW. This expands the portfolio significantly, and Uniper expects to make further major investment decisions in the coming years in order to continue to scale up renewable generation. Uniper continues to push ahead with the expansion of its European renewable energy portfolio and has made the decision to proceed with its first solar project in Scotland. The planned facility will have an installed capacity of 69 MW and will generate sufficient renewable electricity to meet the annual needs of more than 12,500 households, thereby making a measurable contribution to the achievement of the United Kingdom's climate targets. Flexible Generation The Flexible Generation operating segment combines all generation capacities that contribute to ensuring grid stability and security of supply, making them key building blocks for the energy transition in Uniper's core markets. As the implementation of the decommissioning plan for hard-coal-fired power generation assets began in previous years, hard-coal-fired capacity has already been significantly reduced, with only around 2.3 GW currently still in operation. The sale of the Datteln 4 hard-coal-fired power plant, which was carried out as a structural measure imposed by the European Commission as part of the state aid approval of the 2022 stabilization package, further contributes to the reduction of these capacities. The remaining coal capacity is therefore distributed across the Maasvlakte 3 hard-coal-fired power plant (1,070 MW), units Scholven B and C (345 MW each) and Staudinger 5 (522 MW). Maasvlakte 3 is scheduled to be withdrawn from commercial coal-based power generation at the end of 2029. The Scholven and Staudinger units are currently held in the grid reserve. In addition to the coal-fired units in Scholven and Staudinger, Uniper's fuel oil- and natural gas-fired plants are also available as grid reserve capacity to ensure electricity supply in critical grid situations. At present, the Federal Network Agency has designated a total Uniper capacity of around 2.5 GW (Scholven B and C, Staudinger 4 and 5 and Ingolstadt 3 and 4) as systemically relevant. The decline in flexible power generation capacity available on the market as a result of the coal phase-out, coupled with the simultaneous expansion of power generation from renewable sources, increases the importance of modern flexible gas-fired power plants for the energy transition. This is intended to counter the increasing volatility of electricity generation and to ensure the secure operation of the power supply systems. In 2025, Uniper had around 9 GW of gas-fired power plants in Sweden, the Netherlands, Germany and the United Kingdom and is therefore well positioned to play an important role in the energy transition. The highly flexible gas-fired power plant Gönyű in Hungary was sold on January 6, 2025, in accordance with the EU state aid decision and the required approval from the antitrust authorities. Uniper is assessing the conversion of its gas-fired power plants to alternative fuels, in particular biofuels or renewable hydrogen. Uniper is prepared to make significant investments in new, modern and flexible power plants that are designed from the outset to enable subsequent decarbonization. These include, in particular, hydrogen-compatible gas-fired power plants and the use of CCS/CCU technologies. The use of renewable hydrogen is also intended to enable the long-term storage of surplus wind and solar energy, which can then be fed back into the power system when demand is high. To reduce carbon emissions from its European power plant fleet, 325 MW of Uniper's gas turbines in Sweden have already been successfully converted from fossil diesel oil to hydrotreated vegetable oil (HVO) since 2023, resulting in a reduction in carbon emissions of around 90%. In fiscal year 2025, further conversions to HVO were carried out in Sweden, and additional projects are planned for fiscal year 2026. Uniper will continue to work on converting the remaining Swedish sites and on using guarantees of origin. Uniper's goal is to fully decarbonize all gas turbines in Sweden by 2028. As with the Green Generation operating segment, part of the capacity and the energy generated is sold on wholesale markets and another part is sold through long-term supply contracts. Greener Commodities Uniper remains a reliable partner for municipal utilities and industrial customers in the gas sector. With a sales and trading volume of over 140 TWh of gas per year, Uniper today supplies around 1,000 customers, including numerous municipal utilities and industrial companies, drawing from a diversified portfolio of short-, medium- and long-term supply contracts in the form of pipeline gas and LNG. The diversification of the procurement portfolio is being driven forward in order to further increase the security of supply by utilizing new products for German and European customers. In this context, Uniper has concluded an eight-year supply agreement for physical natural gas with Tourmaline Oil Corporation, Canada's largest natural gas producer, starting in November 2028. The agreement covers a total volume of approximately 6.6 billion cubic meters (m³) and expands Uniper's strategic procurement portfolio in North America, as it includes both physical supply contracts and corresponding hedging transactions. This demonstrates Uniper's resolve to continue to diversify its LNG portfolio. As part of the ongoing expansion of its global gas sourcing strategy, Uniper has entered into two long-term LNG supply agreements with Woodside. These agreements secure annual deliveries of 1.0 million metric tons (t) of LNG to Uniper from the commercial start-up of the LNG project in Louisiana (US) for a term of up to 13 years. In addition, Uniper will receive up to 1.0 million t of LNG per year from Woodside's global portfolio on a DES basis for deliveries to Europe through 2039. With a combined annual volume of up to 2 million t of LNG, the agreements strengthen security of supply and further expand Uniper's strategic procurement base in the transatlantic market. The contracts support further geographic diversification of the portfolio and contribute to a longterm, predictable gas supply for European customers. In order to drive the decarbonization of its gas portfolio forward, Uniper plans to increase the share of renewable and low-carbon fuels to 5 to 10% of its total gas portfolio by the early 2030s. Renewable and low-carbon gases offer many customers an opportunity to decarbonize their own portfolios and thus their business models. Uniper will continue to expand its import and trading portfolio for renewable and low-carbon gases, with green molecules such as biomethane, alongside hydrogen and its derivatives, playing a central role in the future energy mix. As part of this strategy, green molecules such as biomethane, hydrogen and hydrogen derivatives will gradually be added to the existing quantities in the portfolio. In fiscal year 2025, Uniper signed a seven-year supply agreement with Spanish developer Five Bioenergy for biomethane from three of Spain's largest plants in Murcia, with deliveries set to begin in early 2027. Uniper's natural gas storage capacity of around 7.1 billion cubic meters (m³) is another building block in the energy transition, making Uniper one of the largest gas storage operators in Europe. Uniper is continuously evaluating opportunities to repurpose some of these existing storage facilities for hydrogen storage and to convert them into scalable solutions. As with all transformation projects, the prerequisite here is technical and economic feasibility. Renewable hydrogen in particular is also expected to contribute to the decarbonization of various sectors that are difficult or impossible to electrify - such as chemicals, steel, maritime and aviation. These sectors require low-carbon gaseous and liquid fuels for decarbonization. As a player in the energy transition, Uniper has many years of experience in the construction and operation of hydrogen plants. Uniper is one of the first European utilities to use renewable hydrogen based on electrolysis processes. Green molecules and hydrogen remained part of Uniper's decarbonization strategy in fiscal year 2025. Uniper is setting an important milestone with the construction of the Bad Lauchstädt energy park, which combines a 30 MW electrolysis plant with storage, transport and marketing infrastructure. The project is scheduled to go into operation in 2026. Uniper is also developing other key projects to establish a hydrogen-based energy supply. Despite a challenging market environment, Uniper expects to make initial investments and commission its own electrolysis capacities by 2030. At the same time, the Company is pressing ahead with the import of renewable and low-carbon energy sources in order to accelerate the transformation of the energy system. In May 2025, Uniper also entered into a strategic partnership with thyssenkrupp Uhde. One of the world's first large-scale ammonia cracking plants for converting imported ammonia back into hydrogen is being built at the Gelsenkirchen-Scholven site. The demonstration plant represents a key technological component for the planned hydrogen import terminal in Wilhelmshaven and strengthens Uniper's role in the emerging European hydrogen market. Besides investing in onshore wind and solar, Uniper intends to further expand its already well-established portfolio of long-term solar and wind power purchase agreements (PPAs). These long-term PPAs create the basis for the direct purchase of electricity generated from renewable sources and enable Uniper to expand its renewable energy portfolio on the basis of long-term contracts. Another component of the strategy is the commercial tolling model, which enables the economically attractive use of battery storage capacity. Tolling refers to a model under which Uniper takes on the use of storage capacity based on contractually agreed terms without acquiring ownership rights to the respective asset. This model supports the integration of additional flexibility options into the trading and optimization portfolio in the future. In fiscal year 2025, initial investment decisions were made for two projects in Scotland and Germany in this context. A long-term usage agreement was concluded for the German project, which will begin in 2027. These activities highlight the strategic potential of tolling, although its economic implementation is not expected until the coming years. In addition, Uniper's market position in other green products such as guarantees of origin and system services for the supply of renewable energy will be strengthened. The expansion of existing commercial capabilities into low-carbon and carbon-free products will also serve to meet the rapidly growing demand for renewable energy from Uniper's customers, who are also seeking to decarbonize their businesses. Overall, Uniper is continuously working to expand its diversified and integrated power and gas business within the framework of its three operating segments: "Green Generation", "Flexible Generation" and "Greener Commodities". Uniper's broad portfolio allows it to capitalize on synergies that arise from combining different business areas and assets. Uniper's ability to combine flexible generating capacity with volatile renewable energies is one of its particular strengths. An important example of this is the commercial structuring of volatile electricity generation from renewable energies such as wind and solar to meet the needs of industrial and business customers. This makes Uniper an important player in the supply of electricity, in the implementation of the energy transition and in the optimization of the energy system. Combined Management Report Earnings trends in the 2025 fiscal year in line with management expectations Adjusted EBITDA and adjusted net income, as well as IFRS net income, remain significantly below the prior-year period due to a decline in operating results especially in the first quarter of 2025 Continued substantial net cash position Outlook for 2026: Adjusted EBITDA in a range of €1,000 -1,300 million expected; Adjusted net income in a range of €350 -600 million expected Dividend proposal of €299.9 million (€0.72 per share) Corporate Profile Business Model Uniper is a European energy company with global reach and activities in more than 40 countries, and it has some 7,000 employees. Its business is the secure provision of energy and related services in an increasingly decarbonizing environment in accordance with the requirements of energy and climate policy and the regulatory environment, as well as related voluntary commitments, particularly in its core markets of Germany, the United Kingdom, Sweden and the Netherlands. Uniper particularly trades power, gas, liquefied gas (LNG), freight and emission allowances, collectively referred to as "commodities." The parent company of the Uniper Group is Uniper SE; the corporate headquarters are in Düsseldorf, Germany. Since December 21, 2022, the Federal Republic of Germany has held a 99.12% interest in, and thus has control over, Uniper SE via UBG Uniper Beteiligungsholding GmbH with registered office in Berlin (Charlottenburg District Court, HRB 248168 B), a wholly owned subsidiary of the Federal Republic of Germany. As a listed group, Uniper publishes its quarterly statements, half-year interim financial statements, and consolidated annual financial statements. 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"). Effective December 27, 2022, Uniper was removed from the SDAX since its free float dropped below 10% in connection with the takeover by the Federal Republic of Germany. Uniper remains in the CDAX. The Uniper Group is organized in the following three operating segments, which reflect the Group's strategic realignment and management: Green Generation, Flexible Generation and Greener Commodities. Combined separately under Administration/Consolidation are administrative functions that are performed centrally across segments, as well as the consolidations required to be carried out at Group level. In the Green Generation operating segment, Uniper bundles its generation capacities from hydropower, nuclear energy and renewables. The Flexible Generation operating segment comprises gas-fired power plants, in particular, as well as investments in new plants with decarbonization potential, such as hydrogen-com-patible power plants and CCS/CCU technologies. Uniper's trading and sales activities for power, natural gas, LNG, renewable and low-carbon commodities, as well as long-term power purchase agreements (PPAs), are bundled in the Greener Commodities operating segment. Uniper Annual Report 2025 Combined Management Report 16

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