Supervisory Board Report for the 2025 Financial Year

Following a successful year in 2024, the Group’s revenue, earnings, and financial position continued to develop positively in 2025 from an operational standpoint. The Group reported a significant increase in EBITDA and net income for the period. This positive trend is primarily attributable to the consistent focus on our role as a technology provider for insulation and connection solutions in our core business of highly efficient power grid connections.

For 2026, the Management Board has defined measures to further increase revenue and efficiency, both geographically and technologically, including an expansion of the product portfolio into high-voltage direct current (HVDC) technology. The steadily growing demand for electrical energy, also driven by the increasing application of artificial intelligence, the necessary grid expansion, and the global energy transition driven by the expansion of alternative energy sources, are fueling our business. The Supervisory Board supports the implementation of the corporate and financial strategy by the Management Board.

Cooperation Between the Supervisory Board and the Management Board

The Supervisory Board fulfilled its duties in accordance with the law and the Articles of Association to the best of its knowledge and belief and supervised and advised the Management Board in the performance of its duties during the 2025 financial year.

The Management Board informed the Supervisory Board, both verbally and in writing, about the business development of the PFISTERER Group, as well as on fundamental issues of business policy, financing – particularly capital market financing – risk situation and development, and compliance. The technological orientation and the development of order intake, revenue, earnings, and liquidity of the Group companies were regular subjects of our meetings.

All transactions requiring approval under the Articles of Association and rules of procedure were reviewed and approved by the Supervisory Board.

Environmental, social, and governance (ESG) aspects continue to be a focus of our company, which benefits significantly from ongoing electrification. At the same time, it is essential to meet regulatory requirements and further improve sustainability in all aspects to reduce CO₂ emissions.

As Chairman of the Supervisory Board, I also maintained regular contact with the Management Board outside of meetings and received relevant information from the responsible departments and internal project teams.

Meetings of the Supervisory Board and Key Topics of Discussion

In the reporting year, five ordinary and four extraordinary Supervisory Board meetings were held, all of which were also attended by the Management Board.

The main focus of discussions was the implementation of the initial public offering (IPO), which had been under consideration for many years, including preparations regarding IFRS financials and quarterly reporting, capital and offering structures, corporate governance, compliance, and investor relations. The legal transformation into an SE had already taken place in summer 2023.

For the record, it should be noted that, as in many owner-managed family businesses, the initiative originated from Mr. Karl-Heinz Pfisterer. During his time working in the United States, he had initial exposure to a publicly listed succession model through a partner company. As early as 2003, a few years after the company’s transformation into a stock corporation, he stepped down from his role as CEO to join the Supervisory Board as Deputy Chairman. From that point on, the family business was managed externally. He continued to pursue his ideas within the Supervisory Board. After overcoming a corporate crisis at the end of 2023, the path was cleared.

With the appointment of Mr. Linden, who already had relevant experience, and positive business prospects, the Management Board members Johannes Linden and Konstantin Kurfiss, together with a highly committed team of employees, succeeded in initiating the necessary IPO preparations in 2024 and implementing the aforementioned requirements. The IPO on May 14, 2025 marked the final milestone for the newly strengthened and improved financing structure.

At the end of 2025, the non-profit KAP Foundation in Balingen was endowed with appropriate funds. Its purpose is to support highly gifted young people and the care of severely physically and mentally ill children. It is intended that the KAP Foundation will become the legal successor of Karl-Heinz Pfisterer. Thus, the succession planning is now fully prepared.

The key topics of the extraordinary Supervisory Board meetings in 2025 included capital market-driven amendments to the Articles of Association (January 2025), the reappointment of the Management Board (January 2025), approval of the public offering (May 2025), and capital measures required for the stock exchange listing (May 2025).

Preparation of the General Meetings

At the first General Meeting on January 31, 2025, the existing Articles of Association were adapted to meet capital market requirements, and important changes regarding capital were resolved. At the second ordinary General Meeting on April 11, 2025, the distribution of a dividend was approved.

Report on the Work of the Committees

On March 13, 2025, the Supervisory Board adopted revised rules of procedure, defining the activities of the committees as a whole and their respective focal areas.

The Audit Committee, in particular, monitors accounting and the financial reporting process, corporate governance and compliance, the adequacy and effectiveness of the internal control system, risk management system, and internal audit system, as well as the audit of financial statements and the quality of such audits. It prepares resolutions on accounting matters. The Chairman of the Audit Committee, Mr. Erich Schefold, possesses expertise and special knowledge in accounting and auditing (§ 107 (4), § 100 (5) AktG).

The Audit Committee met five times in the 2025 reporting year. In addition to members of the Management Board and specialist departments, the auditor also attended the meetings on the consolidated and annual financial statements. Key topics included discussions of the consolidated and annual financial statements, audit planning for 2025 – particularly materiality and the definition of audit focus areas for the first IFRS financial statements (including comparative figures) – as well as quarterly reporting, which has been a focus since Q1 2025.

The committee also addressed corporate governance structures, including the further development of the early risk detection system, compliance, internal control systems, cybersecurity risks, and currency management. Since 2025, all members of the management team have annually confirmed in writing that compliance requirements are met within their areas of responsibility. A whistleblower mechanism has been established in accordance with legal requirements. Internal Audit supports the integration and further development of corporate governance structures and the internal control system. Audit reports were discussed in detail between the Management Board and the Audit Committee. Since 2021, PFISTERER Holding SE has published sustainability reports, most recently in April 2025. Future reporting on non-financial metrics was also addressed.

The Technology Committee, responsible for key technology matters, held two meetings in 2025. Its focus was on strategic development for target markets, product and technology trends, and ongoing initiatives for product innovation and development across business units. Topics included the restructuring of laboratory facilities with a new hall in Winterbach, material advancements using silicone for DC components, and new patent applications. In addition to digitalization and patent strategies, cooperation agreements with pure cable manufacturers in the HVDC segment were a key focus. The committee is chaired by Prof. Dr. Denk.

The Capital Markets Committee met four times in 2025 and focuses on the company’s financing. In the first half of the year, discussions centered on capital market readiness, implementation of IPO plans, and decisions on offering structures. In the second half, the committee addressed ongoing obligations in the “Scale” segment, including research, analyst conferences, company calendar, and capital market partner activities. The committee consists of two members and is chaired by myself.

The Nomination and Personnel Committee, which I chair, prepares personnel decisions for the Supervisory Board. It held two meetings in 2025. Already at the end of 2024, the Management Board compensation system was revised to make it suitable for capital markets, particularly regarding the balance between fixed compensation and short-term (STI) and long-term (LTI) variable components. The revised structure places greater emphasis on LTI, which is now based on real options and was issued for the first time in February 2025.

Since the Management Board had already invested in shares during challenging times, a share ownership guideline – common internationally – has now been introduced.

With the stock exchange listing, new opportunities for incentivizing employees and executives have emerged. In the context of the IPO, the Supervisory Board discussed with the Management Board a broad-based participation program for most employees. Prior to the IPO, a virtual stock option program (VSOP) had already been introduced for executives. In mid-2025, stock options (ESOP) were granted for the first time as a long-term incentive (LTI) to the extended management group. These instruments aim to align management compensation with share performance over the long term and allow participants to benefit appropriately from value creation.

In the second meeting, parameters for Management Board compensation in 2026 were discussed.

Annual and Consolidated Financial Statements 2025

At the Audit Committee meeting on April 13, 2026, and the Supervisory Board meeting on April 14, 2026, the audited consolidated and annual financial statements of PFISTERER Holding SE, as well as the Group management report, were discussed with the auditor, who was available to answer questions and attended both meetings.

The consolidated and annual financial statements as of December 31, 2025, prepared in accordance with IFRS, and the Group management report were audited by BDO AG Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, and each received an unqualified audit opinion dated March 25, 2026.

The Supervisory Board reviewed the submitted documents in detail and, based on the final results of its own examination, agrees with the results of the auditor, the management reports, and the statements regarding the company’s future development. It endorses the proposed appropriation of profits.

At its meeting on April 14, 2026, the Supervisory Board, following the recommendation of the Audit Committee, approved the consolidated and annual financial statements, thereby formally adopting the annual financial statements.

Events After the End of the Financial Year

The start of the 2026 financial year has been positive despite the ongoing war in Ukraine and continuing geopolitical crises. PFISTERER is benefiting significantly from the transformation of energy systems and grid expansion and has been able to significantly increase revenues in all major segments, particularly with customers in renewable energy generation and distribution.

The topping-out ceremony for the new high-voltage laboratory hall in Winterbach took place on March 23, 2026.

Acknowledgements of the Supervisory Board

The Supervisory Board would like to thank the Management Board and all employees of the PFISTERER Group for their commitment, performance and extraordinary dedication.

The award “IPO of the Year 2025” by Deutsche Börse publicly recognizes this outstanding achievement.

Winterbach, April 2026

Prof. Dr. Wolfgang Blättchen
Chairman of the Supervisory Board