Uniper SE ($UN0)
Earnings Call Transcript · May 20, 2026
Highlights from the call
In the Q1 2026 earnings call for Uniper SE, management reported adjusted EBITDA of EUR 407 million and adjusted net income of EUR 231 million, a significant improvement from the previous year's losses. The company announced a proposed dividend payout of EUR 300 million, or EUR 0.72 per share, signaling a return to shareholder value after years of financial distress. For the full year 2026, Uniper anticipates adjusted EBITDA between EUR 1.0 billion and EUR 1.3 billion, maintaining a positive outlook despite ongoing geopolitical tensions affecting energy markets.
Main topics
- Return to Profitability: Uniper reported adjusted EBITDA of EUR 407 million for Q1 2026, a substantial recovery from a loss of EUR 139 million in the prior year. CEO Michael Lewis stated, "Uniper is now more resilient to extreme market movements," indicating improved operational stability.
- Dividend Proposal: Management proposed a dividend of EUR 300 million, or EUR 0.72 per share, marking a significant milestone as it is the first dividend proposal in four years. This move reflects the company's improved financial health and commitment to returning value to shareholders.
- Geopolitical Risks: The ongoing conflict in the Middle East continues to create volatility in energy markets. Lewis noted, "We are confident that we shall meet our earnings forecast for the full year 2026," despite these challenges, suggesting a cautious but optimistic outlook.
- Strategic Investments: Uniper plans to invest around EUR 8 billion through the early 2030s to enhance security of supply and support the energy transition. Management emphasized the importance of expanding their renewables portfolio and phasing out coal-fired power generation by 2029.
- Credit Rating Upgrade: Uniper's stand-alone credit rating was upgraded from B to BB by Standard & Poor's, reflecting improved financial stability. This upgrade, combined with government support, yields an issuer rating of BBB minus, enhancing capital market confidence.
Key metrics mentioned
- Adjusted EBITDA Q1 2026: EUR 407 million (vs EUR -139 million in Q1 2025)
- Adjusted Net Income Q1 2026: EUR 231 million (vs EUR -143 million in Q1 2025)
- Proposed Dividend: EUR 300 million (EUR 0.72 per share)
- Full Year 2026 Adjusted EBITDA Guidance: EUR 1.0 billion - EUR 1.3 billion (maintained guidance)
- Net Cash Position: EUR 2.8 billion (debt-free position)
- Credit Rating: BBB- (upgraded from B to BB)
Uniper's return to profitability and the proposed dividend are strong indicators of recovery and financial health, making it an attractive investment. However, investors should monitor regulatory developments and geopolitical risks that could impact future performance. The company's strategic investments in renewables and infrastructure are key catalysts for growth.
Earnings Call Speaker Segments
Thomas Blades
Executives[Foreign Language] Pursuant to a resolution of the Executive Board in accordance with Section 17, Part 2, Sentence 1 of the Articles of Association of Uniper SE and Section 118 A Part 1 Sentence 1 of the German Stock Corporation Act, the Annual General Meeting is being held as a virtual meeting, meaning at the venue of the Annual General Meeting without the physical presence of shareholders and their proxies with the exception of the proxies appointed by the company. I would now like to welcome my colleagues on the Supervisory Board who are present here. With the exception of Ms. [indiscernible], who is unable to attend today for personal reasons. They are also here with us in the meeting room. We are showing them all together in the live stream. If necessary, they can all or individually communicate with me at any time. I would also like to welcome the Uniper Executive Board members present here consisting of our Chief Executive Officer and Chief Commercial Officer, Mr. Michael Lewis; our Chief Financial Officer, Mr. Christian Barr, our Chief Operating Officer, Mr. [indiscernible]; and our Chief People and Transformation Officer, Ms. Fabienne Twelemann. Also present in person is the notary, Professor Dr. Leif Butcher, who will be preparing the minutes of today's Annual General Meeting. In addition, the company's proxies are present here in the room. I would also like to provide you with some information regarding proceedings of today's virtual AGM. We are offering simultaneous translation of the entire Annual General Meeting from German into English. To access this, you can change the language setting in the password-protected online service. I would also like to point out that video and audio recordings as well as the recording of this video broadcast are not permitted. I hereby confirm that today's AGM was duly convened in accordance with the requirements of form and time by the announcement in the Federal Gazette on April 8, 2026. All publications related to the convening of this meeting have been available on the company's website since the notice of this AGM was published. The notice of the meeting and the required documents are also available here in the meeting room today. This was verified by the notary. You have been notified of the convening of the AGM. No motions to amend the agenda have been submitted to the company. So only the agenda published in the Federal Gazette is to be addressed. Prior to the AGM, the umbrella organization of critical shareholders submitted counter motions regarding agenda items 2, 3 and 4 in due form and time. Furthermore, Mr. Hans Oswald submitted a countermotion regarding agenda item 3 as well as 3 nominations regarding agenda item 6 in due form and time. All of the aforementioned countermotions and nominations were published on the company's website. I will return to this later. No further countermotions or nominations were received in due form and time prior to the AGM. On the Uniper SE website, we've also provided you with information regarding the handling of personal data of Uniper SE shareholders. Our notary, Professor Dr. [indiscernible], will attach a copy of the convenient documents, including the agenda and the detailed items to be voted on to the minutes. All statements from shareholders that were received in due form and time have been made available for viewing via the password-protected online service to all shareholders registered for the AGM and their proxies. I would like to point out that any motions, nominations, questions or objections to resolutions of the Annual General Meeting contained in the submitted statements will not be considered at the Annual General Meeting. Ladies and gentlemen, I hereby confirm that the AGM has been duly convened in accordance with the law and the Articles of Association. The in-person attendance area for today's AGM comprises this room at the meeting venue from which we are broadcasting the Annual General Meeting. The list of attendees is currently being compiled. Any changes that occur during the course of the meeting will be continuously updated in the list of attendees. As soon as the list is complete and the initial attendance figures are available, I will be happy to inform you. Should any changes occur during the course of the meeting, I will also provide you with the updated attendance figures once again before the results are announced. I would like to point out that only shareholders or their proxies who are electronically connected to the meeting may exercise shareholder rights at the AGM. Shareholders are considered to be electronically connected to the virtual AGM if they have properly registered for the meeting and are successfully locked into the password-protected online service for the duration of today's virtual general meeting. This also applies to proxies with the exception of the company's voting representatives. Shareholders or their proxies who are connected to the meeting electronically will be granted access to the meeting via video communication. Ladies and gentlemen, I hereby determine that the right to information and the right to ask questions pursuant to Section 103 Part 1 of the German Stock Corporation Act may be exercised exclusively via video communication. Shareholders or their proxies who wish to make a statement, including any motions, nominations or request for information require an Internet-enabled device with a camera and microphone as well as a stable Internet connection to join the AGM for the purpose of making their statement. It is not necessary to install any software components or apps on the device. Please note that you are responsible for ensuring the quality of the video and audio transmission. If the company during its review determines that the video communication is not functioning properly, the company will reject the request to speak. Requests to speak may only be made by registered shareholders via the company's password-protected online service. To make a statement or ask a question, you must submit a request to speak by clicking the corresponding request to speak button in the main menu of the online service. This is the virtual podium. As part of your request to speak, you may also submit motions and propose candidates for election. If you wish to announce a motion or candidate proposal outside of a regular speech, you can use the submit motion button? The subsequent procedure is the same as for requesting the floor. During the meeting, I will divide the speakers into groups. When I call your name for an upcoming speaking slot, in the online service, a dialogue box with the corresponding button will appear. By clicking the corresponding button, you can then enter the virtual waiting room. To avoid delays, I would ask you to enter this virtual waiting room immediately when the corresponding dialogue box appears -- after you've entered the waiting mime, you will be greeted by a technical staff. Before you can address the meeting, they will conduct a technical check with you to ensure the transmission of video and audio so that you can speak to the meeting with as few disruptions as possible. Once this check has been successfully completed, I ask that you as a speaker deliver your remarks. They will be broadcast live to the AGM. When you have finished speaking, you will be returned to the virtual waiting room from which the technical staff will bid you farewell. Please note that I reserve the right to reasonably limit the right to ask questions, make follow-up increase and speak in the interest of maintaining an orderly meeting and that's in the interest of all shareholders. Shareholders or their proxies who have duly registered and are connected electronically to the AGM also have the option to object to resolutions of the general meeting to the notary or to submit a request for a record pursuant to Section 131 Part 5 of the German Stock Corporation Act. This is done by electronic communication through the company's password-protected online service in accordance with the procedures specified therein. Submission is possible from the opening of the to AGM until it's adjournment by the Chair Price. Ladies and gentlemen, first, a few notes regarding the voting. Shareholders who have duly registered for the AGM or the proxies may only cast, change or revoke their absentee ballots post the ballots up to time to be determined by me later during the voting process following prior notice. Information exercising voting rights can also be found in the notice of the meeting. The company's proxies will vote on the individual agenda items in accordance with your instructions by releasing the votes stored in the system. Postal votes received by the deadline will also be taken into account when determining the voting results. The voting process and the counting of votes will be supervised by the notary who has verified the technical requirements for this in advance. Ladies and gentlemen, I have before me the current list of participants. It lists the shareholders who are participating in the meeting electronically or by proxy as well as the representatives who are participating electronically. In addition, we're reporting the number of the postal votes we have received. I now announce the presence in today's Annual General Meeting via proxies and through electronic access 412, 872,425 shares are represented with as many votes. This is 99.14% of the percent of the capital. We have also postal votes on 63,902 shares. And with that, we have 412,936,327 votes represented. That's 99.15% of the share capital. Ladies and gentlemen, the list of participants is available in the password-protected online service and will be continuously updated until the end of the AGM. Ladies and gentlemen, you're already familiar with the 7 agenda items from the notice of the meeting. So I will keep this brief. Agenda Item 1 calls for the presentation of the annual financial statements and consolidated financial statements of Uniper SE for fiscal 2025, together with the combined management report for Uniper SE and the Uniper Group and the report of the Supervisory Board. Mr. Lewis will now report on the state of your company. Mr. Lewis, please take the floor.
Michael Lewis
ExecutivesEsteemed shareholders, ladies and gentlemen, welcome to Uniper SE's Annual General Meeting. I welcome you here today on behalf of the entire Management Board. This AGM is a special occasion and not just because today, after 4 years, we're finally again able to present you with a concrete dividend proposal. More about that in a moment. It's a special occasion also because this year, Uniper is celebrating its first decade. That sounds like a milestone birthday, time for cake and reflection. Anyone who was there knows that it was a decade like no other. For Uniper, it's been a decade that has actually felt like 3. We have been facing extraordinary pressure overcome existential challenges. And today, we are more stable, more resilient and have a clearer strategic focus. Before I talk about last year and our outlook, I should like to introduce 2 new management board members to you, who will now help shape Uniper's future. Christian Barr assumed the role of Chief Financial Officer on November 1, 2025. He brings 25 years of experience in the energy sector. As CFO of E.ON U.K., he integrated Npower and steered the company through the energy crisis. Most recently, he served on the Executive Board of [indiscernible] AG. He possesses a strong business acumen and is known for his investment discipline, especially in turbulent times. He will further strengthen capital market confidence in Uniper and play a key role in the re-privatization process. Fabienne Twelemann was appointed to the management board as our Chief People and Transformation Officer and Labor Relations Director. She comes from inside Uniper and knows the company from a variety of perspectives. Most recently as Head of Human Resources previously in Communications and politics and before that, in our customer business. With her, we are strengthening precisely the functions that we will need for the next phase of our transformation, human resources, IT, procurement, real estate, security and operational excellence. What these areas have in common is that they all provide the capabilities without which the transformation cannot succeed. Our social partnership and our close dialogue with works councils and employee representatives will be a particularly important aspect of this. Ladies and gentlemen, the Annual General Meeting isn't just a legal requirement. It's a forum for transparency and accountability. It is the occasion when your company answers your questions. We take this seriously and look forward to an open dialogue with you. Ladies and gentlemen, let me begin with a frank statement. As anticipated, 2025 was not an exceptional year. Back in mid-2024, we communicated clearly that our very strong results of 2023 and 2024 would not be repeatable. They reflected a historically exceptional situation that we managed rather well. But they weren't a new normal. 2025 marked our return to a solid normalized level of earnings. The numbers, we generated adjusted EBITDA to the tune of EUR 1.097 billion and adjusted net income of EUR 544 million. Both figures are inside the forecast range we had communicated. Adjusted for portfolio changes, this puts us roughly on the same level as before the 2022 gas crisis. And I'd like to emphasize something else that happened in 2025. We have we dealt with the final repercussions of the 2022 gas crisis. That chapter is now closed. Alongside our ongoing business performance, in 2025, we continued to systematically streamline our portfolio, in line with EU remedies. Last year, we successfully closed the sale of [indiscernible] 4, the coal-fired power plant, Uniper [indiscernible], our stake in [indiscernible], the Gano gas-fired power plant and our North American electricity portfolio. This means that the majority of EU remedies are completed. The helium business, our Opal stake. And our Russian business unit, Unipro, are still pending. The latter is subject to Russia's approval. The deadline is at the end of this year. We also significantly reduced the risk profile of our gas business. This was no small feat. And this hasn't gone unnoticed. More about that in a minute. Despite our smaller portfolio resulting from our implementation of EU remedies, one thing remains clear, Uniper is systemically relevant in Germany and throughout Europe. More specifically, we are one of Northwestern Europe's leading energy companies. We provide roughly 18.5 gigawatts of generating capacity, 41 terawatt hours of electricity, 140 terawatt hours of gas, 25% of Germany's gas storage capacity and over 100 hydropower plants that reliably supply clean energy day by day. By definition, systematically relevant means indispensable, essential. This past winter clearly demonstrated our system's true resilience. On cold days in January, storage facilities met more than 60% of Germany's natural gas needs. When heating demand is high, pipeline gas and gas from LNG terminals are not sufficient. This is the reality of an industrialized nation in winter. And it's precisely while security of supply is more than just a political buzzword. We see security of supply and climate protection as 2 sides of the same coin. That's why we've set ourselves the goal of investing around EUR 8 billion through the early 2030s to ensure security of supply, support the energy transition and become climate neutral by 2040. Phasing out coal-fired power generation by 2029 is our biggest lever in this context, but those who phase out must also say what they phase in. We're expanding our renewables portfolio, investing around EUR 250 million to recommission the [indiscernible] pump storage power plant east of Nuremberg, to name just 2 examples. By 2030, the share of low-carbon and decarbonizable generating capacity is set to reach at least 50%. Since 2023, we have progressively laid the groundwork for Uniper's viability on capital markets. We have established a strong stand-alone credit rating. In the summer of 2025, Standard & Paul's upgraded our stand-alone credit rating from B to BB. Combined with government support, this yields an issuer rating of BBB minus. This is a clear token of confidence in our financial stability. What is more, we have completely terminated the KFW facility. The facility stood at EUR 5 billion at year-end in 2024. In December 2025, our solid liquidity position of around EUR 5.5 billion enabled us to terminate the remaining EUR 1 billion facility early. And in October 2025, we published our green finance framework which is just another step forward towards shape sharpening our capital market profile. Our balance sheet is strong. Despite repaying EUR 2.551 billion to the Federal Republic of Germany in March 2025, we reported positive net cash position of approximately EUR 2.8 billion at the end of 2025. On a net basis, we are debt-free. But one thing we're still missing, the ability to pay dividend. Our capital reduction in December 2023 enabled us to offset the balance sheet loss as of the end of fiscal 2023. That created the financial conditions necessary for potential future dividend payments. The amendment of Germany's Energy Security Act in December 2025 has now also established a legal framework for Uniper to pay a dividend to all shareholders again. At this Annual General Meeting, the Management Board and the Supervisory Board will propose to you a dividend payout of EUR 300 million. This is EUR 0.72 per share. We view a dividend as a sign that Uniper is fulfilling its obligations vis-a-vis the Federal Republic of Germany as its majority shareholder. And thus, ultimately, vis-a-vis German taxpayers as well as vis-a-vis you, our shareholders. We shall inform you in the months ahead about our future dividend policy. We are currently developing a comprehensive framework for long-term dividend policy. And we're fully aware that an attractive and reliable dividend is a key criterion for potential future investors. Just against this backdrop, I welcome the announcement made by the Federal Ministry for Finance on the 19th of May in the Financial Times that it has launched the reprivatization process. Various transaction options are being examined, including a sale via the capital market, that is a re-IPO or via private markers as an M&A transaction. The federal government will decide on the form and time line of reprivatization. Ladies and gentlemen, Uniper is well positioned to benefit from developments on energy markets such as the expected rise in the demand for electricity and low-carbon gases as well as the need for security of supply. Our planned investments will lay the foundation for growth and future earnings. We are systematically expanding our new renewables portfolio. We intend to install urgently needed high-efficiency hydrogen-ready gas-fired power plants at our Scholven and Staudinger facilities, and we are rebuilding our gas portfolio. We feel committed to strengthening security of supply, propelling the energy transition and creating added value for you, our owners. As anticipated, we started 2026 with a good first quarter. We generated adjusted EBITDA of EUR 407 million and adjusted net income of EUR 231 million. Adjusted EBITDA and adjusted net income in the prior year period amounted to minus EUR 139 million and minus EUR 143 million, respectively. Uniper is now more resilient to extreme market movements. Thanks to systematic risk mitigation, our operating business currently remains stable, even amid high price volatility on energy markets due to the conflict in the Middle East. This means that we have laid a good foundation for the rest of the year and for achieving our earnings forecast. As we communicated in March, for the full year 2026, we anticipate adjusted EBITDA to come in at between EUR 1.0 million and EUR 1.3 billion and adjusted net income to the tune of EUR 350 million to EUR 600 million. Even if energy markets remain volatile owing to ongoing geopolitical tension, we are confident that we shall meet our earnings forecast for the full year 2026. The world is currently undergoing a major realignment. This was readily apparent at this year's Munich Security Conference, security is no longer defined solely in military terms, supply chains, technology, critical infrastructure and crucially, energy. Energy has always been more than just a commodity, but this fact is now abundantly there. Energy is industrial policy. It is security architecture. And ultimately, energy is sovereignty. Developments in the Middle East conflict are a cause for serious concern. Our deepest sympathy goes to everyone affected. As far as Europe is concerned, our ability to deal with the high price volatility triggered by the Middle East conflict is now much more robust than in 2022. Uniper is currently not subject to any direct restrictions on LNG procurement. We don't receive any direct LNG deliveries from the affected region that would transit the Strait of Hormuz. But importantly, price effects ripple through the global market. And that's why security of supply isn't merely an issue in an abstract policy debate, but rather essential for sound economic development. For us, LNG is more than just another way to source gas. LNG provides access to global flexible energy market and gives real room for maneuver. For us, diversification isn't a strategic catch phrase. It's a direct result of 2022. Diversification means more partners, more suppliers, more options is the only reliable safeguard against dependencies. Since discussed crisis, we have fundamentally restructured our LNG and gas portfolio. We have concluded important long-term supply agreements, including with Woodside Energy of Australia, [indiscernible] of Canada and ConocoPhillips of the United States. But we're not done yet. Diversifying our supply chains remains a strategic priority because these partnerships not only strengthen our portfolio, they also enhance Europe's ability to act in the face of one-sided dependencies. As we diversify, it's important to us that we don't lose sight of our standards. We visit our suppliers on site, most recently the LNG facilities of our partners in the United States, to form our own picture of working conditions for employees and contractors, of environmental impacts and of the effects on affected communities. Safety, environmental protection and social standards are an integral part of our supplier relationships. I need to address a regulatory development in this geopolitical context, the EU methane regulation. Starting in January 2027, LNG importers will be required to demonstrate that their suppliers meet equivalent monitoring and reporting obligations. Reducing methane emissions along the supply chain is the right objective. We have no problem with it. But the regulations current design has a specific flaw. The study by Wood Mackenzie shows that not a single country has yet fully met the equivalence criteria. The result is that up to 43% of EU gas imports, around 114 billion cubic meters, could effectively be kept off the market in 2027. This amount is roughly equal to the supply shortfall following the cessation of Russian gas deliveries. This directly affects Uniper. We import a significant amount of gas from the United States, Canada and Australia. None of these countries currently meets the criteria. Thankfully, there's been at least some movement on the methane regulations design. Just a few weeks ago, Germany's Economic Affairs Minister, [indiscernible], publicly called for any sanctions to be subject to pragmatic implementation and a sense of proportion. She is not alone in this view. It's a growing majority opinion in Germany and increasingly in Brussels as well. Our demand is unambiguous. A temporary stop-the-clock mechanism through 2030 that allows time to design effective certification systems before penalties take effect. To be clear, this debate isn't about watering down long-term climate targets. The issue is that new reporting requirements will make it more difficult to import natural gas into the EU and [indiscernible] new supply sources. Ladies and gentlemen, Germany has put forward a draft law known by the German abbreviation [indiscernible] to secure its electricity supply and to our new generating capacity. And that's good because the need to take action is real. Germany's ongoing phase out of coal is widening its capacity gap, which must be closed in the near future. At the same time, ongoing electrification continues to increase electricity demand. in and solar power provided about 46% of Germany's electricity in 2025. That's a historic milestone of which we can be proud. But there is a downside. Germany's electricity mix is more dependent on the weather than ever before. Between 2016 and 2025, Germany experienced 1,435 dark doldrums. That is periods of no sun and no wind lasting longer than 10 hours. On average, that's more than once every 3 days. That sounds like an extreme scenario, but it's the norm in Germany's power system. Storage systems and sources of flexibility alone can't bridge such long periods. Highly efficient gas-fired power plants are what's needed. They can serve as a reliable bridge of turbulent waters. Power plants supply electricity flexibly regardless of the weather. Uniper is ready to participate in the auctions under Germany's [indiscernible] with roughly 2 gigawatts of highly efficient hydrogen-ready capacity at its [indiscernible] and Staudinger the facilities. These facilities already have existing network infrastructure, and our projects are at an advanced stage of the permitting process. This gives us the competitive advantage. This preparatory work will likely enable us to reduce the construction phase, including planning and permitting from the current 6 to 7 years to about 5 years. This may sound like a technical detail, but it does mark the difference between security of supply and the gap in the system. If we are chosen an auction and receive full approval, we'll be able to swiftly transition to implementation. We are currently reviewing additional locations. And we are supplementing this by conducting projects to build low-carbon power plants across Europe, including a CCS-ready gas-fired power plant at our [indiscernible] facility in the United Kingdom. Ladies and gentlemen, I've talked much about specific topics. LNG power plants, the EU methane regulation. I'd like to close by addressing what connects these topics. The question of whether the system as a whole is working, if it's functional. Germany has always been good at the details. However, the energy transition won't be achieved by applying a single perfect rule, but rather by establishing a system that fits together. That brings together generation grid storage systems, flexibility and reliable generating capacity. If one of these elements is missing, the entire system comes under strain. And the cost of this is reflected in grid fees, redispatch calls and ultimately, in German industries competitiveness. Gas storage, in particular, underscores the importance of a systemic perspective. This past winter, made it abundantly clear that gas storage facilities aren't just nice to have. They're absolutely essential. And yet if storing gas in summer is uneconomical because the market design doesn't offer sufficient incentives than storage facilities won't be filled simply as a matter of principle. In that case, storage capacity booked in advance will go unused, investments won't be made and in the long-term, closures loom. In the past 2 years, Germany's Federal Network Agency has approved the closure of 3 gas storage facilities. Uncertain times, in particular, make determining the desired and necessary level of backup a political task. The goal must be, however, to ensure sufficient storage levels for security of supply of gas in winter, while also maintaining economic conditions that enable storage operators to at least cover their costs. Otherwise, Germany will gradually lose valuable storage capacity. It is worth looking to France, whose market design which consists of storage obligations and regulated revenues ensures reliably high storage levels without ad-hoc government intervention needed. We advocate technology-neutral realistic solutions. The European Union Emissions Trading Scheme, the EU ETS, is a market-based instrument and the right approach. Ambitious climate targets provide a suitable framework, but regulation must be feasible. It must be doable, and it must take the entire system into account, not just individual technologies or sectors, the supplies to Germany's [indiscernible], it's grid regulation, it's storage infrastructure. And yes, to the EU methane regulation. Today, Uniper is a different company from 10 years ago. We're more stable, we're more resilient and we have a clearer strategic focus than in the past. We've experienced and learned a lot over the past decade. And perhaps that's precisely what gives us the strength to face what lies ahead. We are no strangers to crisis or extraordinary circumstances, and we know how to navigate them reliably, pragmatically and with our eyes on the future. The world is undergoing a realignment and precisely, this realignment, this rearrangement will create opportunities, opportunities for companies that have the infrastructure that Europe needs right now. and the expertise, project pipeline and clear determination to help actively shape the future. For us, this means specifically that Uniper is ready, ready to close the capacity gap that will challenge Germany in the years ahead, ready to use its new power plants, diversified supply chains and reliable partnerships to deliver exactly what an economy in transition needs. Energy, you can count on. My deepest gratitude goes to our employees. They are this company's backbone. And they've achieved extraordinary things in recent years, both amid crisis and in times of normalization. But I'd also like to thank you, our shareholders, for your trust, for your support and for your willingness to accompany us on this journey. Your investment in Uniper is an investment in reliable energy, for the benefit of Germany's economy, for the benefit of German society and for the benefit of the whole of Europe. I now look forward to your questions and to open constructive dialogue. Thank you very much.
Thomas Blades
ExecutivesMr. Lewis, thank you for your report. And with that, ladies and gentlemen, I will now turn to the report from the Supervisory Board. Ladies and gentlemen, the Supervisory Board discussed and approved the report before you at the meeting on March 10, 2026. Today, I would like to focus primarily on the key topics of the Supervisory Board's work. The full report is included in the annual report on Pages 2 to 7. The annual report is publicly available on the website under the Annual General Meeting section. In 2025, the Supervisory Board dealt intensively with the group situation in 8 meetings of the full Board as well as in committee meetings. The necessary resolutions in this regard were passed. The Supervisory Board was informed by the Executive Board on a very regular and timely basis regarding current developments. Fiscal 2025 was marked by the consistent continuation of the transformation process and the further strengthening of the group's stability and resilience. The Supervisory Board closely monitored and oversaw the implementation of the corporate strategy with the aim of advancing the energy transition, ensuring security of supply and further positioning Uniper as a reliable partner for its customers. A particular focus was placed on expanding the gas and LNG portfolio as well as in projects for renewable and flexible power generation. Against the backdrop of a challenging market and regulatory environment, the Executive Board refined the strategies, priorities in the summer of 2025. The Supervisory Board closely supported this realignment and share the assessment that greater emphasis should be placed on projects and activities that make a reliable contribution to earnings. The long-term goal of the group achieving climate neutrality by 2040 was expressively confirmed. During the reporting year, the Supervisory Board continuously addressed the group's net worth, financial position and earnings situation as well as the ongoing restoration of its capital market viability. Based on the solid financial performance, the strong net cash position and a robust business model, the rating agencies, Standard & Poor's and Scope upgraded the ratings for Uniper in 2025. The Supervisory Board welcomes this development as confirmation of the group's strategic and financial discipline. Another key milestone was the full repayment of the agreed state aid from the gas crisis in total, amounting approximately to EUR 2.6 billion as well as the full repayment of the German Reconstruction Bank's credit line by the end of 2025. In addition, the Supervisory Board addressed the publication of a green finance framework, which will enable access to sustainable financing instruments in the future. In fiscal 2025, the Supervisory Board continued to monitor the implementation of the European Commission's conditions or requirements related to the stabilization package. In this context, further divestments were successfully completed. The Executive Board regularly informed the Supervisory Board about planned approvations, developments in the electricity and gas markets and geopolitical risks. Another focus of the discussions was the development of the energy policy, the regulatory environment and their impact on Uniper's business segments. In the area of sustainability, the Supervisory Board focused, in particular, on the implementation of the CSRD and the European Sustainability Reporting Standards, the result the result of the double materiality analysis and the IRO assessment as well as ESG metrics, diversity issues and the governance of sustainability reporting. Furthermore, the Supervisory Board discussed the medium-term plan for the year 2026 to 2028 with the Executive Board. And following thorough discussion, approved the budget for the year 2026. Ladies and gentlemen, the Supervisory Board has reviewed the annual financial statements of Uniper SE as of 31st December 2025, the management report combined with the group management report and the consolidated financial statements prepared in accordance with IFRS. Likewise, the audit report of the auditor, which included an unqualified audit opinion was noted. The financial statements and the management report are available on the company's website. The same applies to the other documents mentioned under agenda item 1 of today's AGM. After a thorough review and discussion, the Supervisory Board approved the financial statements at its meeting on the 10th of March 2026. The annual financial statements are thus adopted. Under agenda Item 2, the Supervisory Board in agreement with the Executive Board proposes to today's AGM that a dividend of EUR 0.72 per share be distributed or paid out. During the reporting year and since the beginning of the year, there have been several changes on the Executive Board and the Supervisory Board, which the Supervisory Board has addressed in detail. You are already familiar with our Chief People and Transformation Officer, Fabienne Twelemann; and our CFO, Christian Barr. Mike Lewis has already introduced them to you in more detail. Both have been in office since November 1, 2025. Fabienne Twelemann brings many years of experience at Uniper. She combines HR expertise with experience as we transform our structures processes and culture. Christian Barr brings 25 years of management experience in the energy sector with a focus on finance. We greatly value our collaboration with both new colleagues and look forward to continuing our positive and productive partnership. As of March of this year, Chief Commercial Officer, Carsten Poppinga, has stepped down from the Supervisory Board. We are actively engaged in selecting a suitable successor and look forward to presenting the full Executive Board to you again soon. Rest assured that we, on the Supervisory Board, are conducting the succession process with great care and diligence. We will introduce the new members of the Supervisory Board to you under agenda Item 6, where we will propose the election of [indiscernible]. After Dr. [indiscernible] from the Supervisory Board last year, we were able to recruit [indiscernible] as his successor. He has been a member of the Supervisory Board since the beginning of March by virtue of a court appointment. Since then, we have come to value him as a valuable new colleague on our Board. We are pleased that [indiscernible] will now also introduce himself to you personally under agenda Item 6.
Unknown Executive
ExecutivesLadies and gentlemen, let me take this opportunity to briefly touch on other developments so far this year. At the beginning of the year, the process of selling the helium business was initiated. This is one of the requirements that Uniper must fulfill under EU state aid law. Since then, we have also been focused on progress regarding measures to optimize the organizational and personnel structure as part of Project Optisize, and, of course, the Middle East conflict and its impact on the company. The Supervisory Board has been in close communication with the Executive Board regarding this matter. The Supervisory Board also dealt intensively with the financial results for the year 2026. Last week, Uniper reported the results for the first quarter of 2026. Ladies and gentlemen, I will now conclude the Supervisory Board report. At this point, I would like also on behalf of the entire Supervisory Board to express my gratitude to the Executive Board and the entire workforce for their hard work in 2025.
Thomas Blades
ExecutivesThank you again. In addition, I would like to briefly address the published countermotions submitted by the [indiscernible], which is the umbrella Association of Critical Shareholders and by Mr. Hans Oswald, which proposed voting against the proposals regarding agenda items 2, 3 and 4. I would like to reaffirm that the Supervisory Board of Uniper SE comprehensively and diligently fulfilled its duties and obligations in accordance with the law, the Articles of Associations and the rules of procedure during the 2025 fiscal year. In doing so, it also dealt intensively with the group situation and discussed in detail the consequences of the constantly changing energy policy and economic conditions. The Supervisory Board confirms the legal property and regularity of the company's management. Therefore, in the Supervisory Board's view, there is no reason to refuse to grant discharge to the members of the Executive Board and the Supervisory Board who served during the 2025 fiscal year. Agenda item 2 provides for a resolution on the appropriation of the net income of Uniper SE. Agenda item 3 provides for the discharge of the members of the Executive Board of Uniper SE, who served during the 2025 fiscal year. Agenda Item 4 provides for the discharge of the members of the Supervisory Board serving in the 2025 fiscal year. And agenda Item 5 then addresses the appointment of the auditor and the auditor of the Sustainability Report. Thus, in addition to the audit of the annual and consolidated financial statements, the election decision also covers the appointment for the potential audit of condensed financial statements and interim management reports. The appointment of auditor of the sustainability report by the AGM has been made as a precautionary measure in light of the EU Directive on sustainability reporting January 2023, which must be disposed into national law. However, such a transposition by the German legislature has not yet taken place. To avoid holding another AGM of the company in 2026 to elect an auditor for the sustainability report for fiscal 2026, the Supervisory Board proposes appointing an auditor at today's AGM. Under agenda item 6, the resolution regarding an election to the Supervisory Board is to be passed. I've already addressed this at the beginning of the Supervisory Board report. Upon the recommendation of the Supervisory Board, the proposed candidate, Mr. [indiscernible] is to be elected to the Supervisory Board. Mr. [indiscernible] is to be elected effective upon the conclusion of today's AGM for the remainder of the term of the departing member, Mr. Shank, that is for the period until the end of the AGM that resolves on the discharge for the 2026 fiscal year. Mr. [indiscernible] would like to introduce himself to you, dear shareholders in person. Mr. [indiscernible] over to you.
Unknown Executive
ExecutivesThank you, Mr. Blades, shareholders. Thank you very much for giving me the opportunity to introduce myself. My name is [indiscernible]. I'm 57 years of age, married, a father of 2 grown-up children, will live in the south of Hesse in the Baxter [indiscernible] region. In total, I've been working in the German banking sector for more than 35 years, mostly in the field of wholesale clients. 25 years of which I spent with Deutsche Bank where my last position was to lead German Corporate and Investment Banking. In June 2015, I joined the Bank of America, where I was in charge of the Germany, Austria and Switzerland region for more than 10 years before I decided to place my career focus on Supervisory Board and teaching activities this year. In addition to my mandate on Uniper Supervisory Board, I'm also a member of the Supervisory Board of LBBW and an Executive fellow of the University of Manheim. The university, where I studied business administration in the 1990s after Army service and apprenticeship scheme in the bank. On the Supervisory Board, I'm looking forward to committing myself to the successful development of Uniper, a company considered to be essential to the economy and society. In this context, I shall use my knowledge and experience both in the banking sector as a whole and in capital markets, which I find important considering the current environment the company is in and the next steps the company is facing. Thank you for your trust in me. It is a challenging task. Thank you very much, Mr. von Valenheim. Further information, including the candidate CV can be found in the meeting notice and the announcement regarding the expansion of the agenda. As already stated in the invitation brochure and the statement regarding the expansion of the agenda, the Supervisory Board assesses that Mr. Armin van Valkenheim has no personal or business relationship with Uniper SE or its group companies. The governing bodies of Uniper SE or a shareholder holding a significant stake in Uniper SE that would need to be disclosed to the AGM in accordance with recommendation C.13 of the German Corporate Governance Code. In the opinion of the Supervisory Board, Mr. Armen von Valkenheim is independent within the meaning of the German Corporate Governance Code. Ladies and gentlemen, I can assure you that as a member of the Supervisory Board, the candidate will ensure that he is able to devote the time required to perform his duties. In the event of his election, Mr. von Valckenheim has stated that he will accept the position. At this point, I would also like to inform you of 2 personnel changes among the employee representatives on the Supervisory Board. Mr. Schlepper has resigned from his Supervisory Board seat at Uniper SE effective 31st of May 2025. The SE Works Council has appointed Mr. Wiegand as his successor effective June 1, 2025. He would like to introduce himself to you, dear shareholders, in person. Mr. W, it's all yours. Shareholders, my name is Rolf Wiegand. I am 57 years of age. And in the Verde Trade Union, I am in charge of the National Department for the energy industry. Since the 1st of June 2025, I've been a member of Uniper SE Supervisory Board. I actually started my career in the energy sector. Some 40 years ago, I joined the local utility provider of Castle. Today, I'm responsible for the entire sector at Verde, that is generation, grids, trading, service and organizations. My responsibilities also include topics related to collective bargaining policy and political and regulatory processes and cooperation with industry associations. For many years, I've also gained experience in the field of codetermination, for example, as a liaison officer for HR matters on different levels, where I worked for more than 26 years. And as a member of the Supervisory Board of Berlin Stadrinings, where I worked for 15 years, many of which I had a leading role. During those years, one of the projects I actively contributed to was to merge operations in the reunified city of Berlin in the 1990s and a subsequent phase of consolidation and efficiency gains. I've been a dedicated trade unionist for over 35 years. During these years, I've assumed responsibility on various levels, lastly, as a Chairman for utilities and waste disposal companies at Verde and on the Executive Board of the Trade Unions Council. My top priority on the Supervisory Board is that Uniper needs something to rely on in this phase of transformation with regard to business, strategy and in the HR sphere. I'd like to contribute to the company developing further in a responsible manner with business acumen and in the spirit of constructive social partnership. Thank you for your trust in me. I would also like to thank you, Mr. Wegard, for your remarks. In addition, the employee representative, Mr. Segatz has resigned from his position effective December 31, 2025. He was succeeded by Mr. Martin Krimhoer as the designated alternate member. Mr. Seger had been a member of the Supervisory Board since Uniper AG converted to the legal form of an SE in 2016. I would like to sincerely thank Mr. Seger for his many years of service to our company. Mr. Krimhoer would also like to introduce himself to you, dear shareholders, in person. Mr. Krimhoer, you have the floor. Thank you very much, shareholders. My name is Martin K rimholfer. I'm married, I live in Berlin and I have 5 daughters. After I've been trained as an automotive mechanic and studied, I first worked in the field of power engineering. One of the projects I was involved in was the commissioning of a 660-megawatt hard coal unit in South Africa. In 1993, I joined the then WberKrafwberck R AG as an engineer. Since the late 1990s, I've been committed to the interest of our staff. For many years, I've been a member of the Works Council at our Gzonkchen facilities, lastly as Chairman of the Works Council. Ever since the carve-out of Uniper from E.ON, I worked as a Deputy Group Works Council Chair and as the Chairman of the SE Works Council, so I was actively involved in Uniper's development from the very outset. During these years, I've also been involved in numerous restructuring, sales and transformation projects. I've always focused on the well-being of our company and its staff, both in Germany and on a European level. In my view, Uniper's major challenge is to successfully transform the energy system and strike a balance between security of suppliers, economic aspects and protecting the climate. I'd be pleased to be able to contribute to further developing this company, which is so important for energy supplies in an active role on the Supervisory Board. My objective is to put my long-standing experience in co-determination and my international perspective to good use for the company and its employees. Thank you for your trust in me. Thank you very much, Mr. K. Under agenda Item 7, the compensation report is presented for approval. The compensation report is available on the website. Ladies and gentlemen, this concludes the presentation of the agenda, and we are now ending the public broadcast of this year's AGM. I would like to thank all viewers for their interest in our company. Our shareholders can, of course, continue to follow the AGM via the online service.
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