Uniper concludes framework agreement with German government

The German Federal Government and Uniper have concluded a framework agreement to consolidate the measures to stabilise Uniper agreed between the German Government, Uniper and Fortum in September, the Düsseldorf-based energy company said on Monday.

The agreement forms the basis for the government-led stabilisation of Uniper in the form of a capital increase of 8 billion euros and for the creation of authorised capital of 25 billion euros.

The update came ahead of an extraordinary shareholder meeting where Uniper Chief Executive Klaus-Dieter Maubach was expected to alert investors that the disruption caused by the loss of gas supplies from Russia could lead to possible insolvency for Uniper if shareholders did not accept the proposal to take it into German public ownership.

“(The measures) are indispensable for this company’s future. If approval is not granted, we would have to review very critically the so-called going concern forecast for our company,” Maubach said in a prepared speech the text of which was made available by Uniper in advance.

“In the Management Board's view, a possible insolvency could lead to a complete loss for shareholders,” he added.

The General Meeting is to approve the capital increase and the Authorised Capital at the Extraordinary General Meeting. The state aid approval by the EU Commission is expected in the near future and represents the main outstanding condition for the implementation of the stabilisation measures, Uniper said. The Federal Ministry of Finance will be responsible for the Uniper shareholding in the future.

The common goal of the Federal Government and Uniper is not only to ensure security of supply, but also to help establish a sustainable energy supply in Germany and thus also give the company and its employees a perspective for the future, Uniper said.

The framework agreement defines consultation and approval rights of the Federal Government for the period of its shareholding and imposes certain reporting and information obligations on Uniper. The framework agreement further provides that section 29(1a) of the EnSiG, which was adopted by the Bundestag at the end of last week, shall apply to the remuneration of Uniper SE’s Board of Management and Supervisory Board. The company will also not distribute any dividends – without the approval of the Federal Government – until the stabilisation has been terminated, Uniper said.

“With the signing of the framework agreement, another important milestone for the stabilisation of Uniper has been reached… We expect the EU Commission’s approval under state aid law in the coming days. Together with the Federal Government, Uniper will contribute to the sustainable development of our energy system,” Maubach said.

In a separate agreement signed with Fortum on Monday, Uniper confirmed Fortum’s right, limited in time until the end of 2026, to make an initial offer should Uniper decide to sell the Swedish hydropower or nuclear businesses.