Report of the Supervisory Board

In the reporting year, the Supervisory Board performed the tasks required of it by law and the articles of incorporation and bylaws with the utmost care. It monitored the Board of Management in its leadership of the company and assisted it by providing advice on the strategic development of the Group and significant current measures. It also addressed the succession planning of the Board of Management and the Supervisory Board.

Cooperation between the Board of Management and the Supervisory Board

Cooperation with the Board of Management was characterized by intensive dialog from a position of trust. The Board of Management regularly provided the Supervisory Board with comprehensive and timely written and oral reports on the general situation of the TÜV SÜD Group, current business development and business planning. These reports dealt in particular with business development against the backdrop of overall economic development and the risk situation, including as a consequence of the handling of the dam collapse in Brazil in 2019. The flow of information was supplemented by regular reporting on the financial performance and position. Deviations from planning and the forecasts were explained to the Supervisory Board in detail.

Operation of the Supervisory Board and topics of the meetings of the Supervisory Board

Four ordinary and four extraordinary Supervisory Board meetings were held in 2025. Seven of these were held as hybrid meetings and one extraordinary meeting was held virtually.

In the meetings, the Supervisory Board discussed topics including the annual and consolidated financial statements 2024, the 2024 compliance report and corporate planning for 2026. The Supervisory Board dealt intensively with succession planning for the position of CEO and securing interim leadership. During a strategy workshop, there were intensive discussions on the POWER 2030 strategy and its implementation in various corporate functions. The new Corporate Sustainability Office and its strategic planning for the area of sustainability were presented to the Supervisory Board at two meetings. In addition, after careful examination and deliberation, the Supervisory Board granted its approval for the business transactions that are subject to its approval, including financial and investment planning along with several large-volume contracts and transactions. The Supervisory Board also received reports from the Chief Compliance Officer on the compliance management system and the auditing thereof, compliance prevention measures and the resources available to ensure compliance.

On its own behalf, the Supervisory Board carried out another self-evaluation of its work at the beginning of 2025. In the fall of 2025, it updated the qualification matrix and the CVs of its members published on the company's website. Also in the fall of 2025, the Supervisory Board added important aspects to the existing corporate governance documents by implementing rules of procedure for the Personnel Committee, the Strategy Committee, the Special Committee and the Nomination Committee.

In its deliberations and decisions, the Supervisory Board ensures that conflicts of interest are avoided. Potential conflicts of interest, in particular those that could arise as a result of a consulting or board function at customers, suppliers, lenders or other business partners of the company, are disclosed to the Chairperson of the Supervisory Board without undue delay. To prevent potential conflicts of interest from their activities at a service provider of the company, one Supervisory Board member did not take part in agenda items at Supervisory Board meetings in the reporting year that could be related to these activities. Apart from this, there were no other conflicts of interest in the reporting year. According to the Supervisory Board's own assessment, all shareholder representatives are independent.

Average attendance at the meetings of the Supervisory Board was over 90% in 2025 and at the committee meetings of the Supervisory Board almost 100% across the board. At only two committee meetings was the attendance rate 75% and 83.3% respectively due to one member being excused in each case.

The work and meetings of the Supervisory Board were characterized by an open and intensive exchange. The meetings were prepared on the basis of documents provided in advance and regular preparatory discussions between the employee and shareholder representatives, which took place separately. The Supervisory Board received intensive support from its committees.

One-on-one meetings were also held on a regular basis between the Chairman of the Supervisory Board and the Chairman of the Board of Management, the key findings of which were reported by the Chairman of the Supervisory Board to the Supervisory Board. This ensured that the Supervisory Board was always kept informed in detail about the company's situation and plans.

In the reporting year, the members of the Supervisory Board were responsible for arranging the training and further education necessary for carrying out their duties and received comprehensive support from the company. In addition to individual training, the company offered specific training to ensure that all members could competently perform their tasks in line with the latest knowledge available. The Supervisory Board – in its new composition following the employee elections in June 2025 – was offered training on the corporate governance of the TÜV SÜD Group, on the significant rights and obligations of the Supervisory Board and on cybersecurity measures. The Supervisory Board received detailed information about current regulatory developments in the area of sustainability (in particular the Corporate Sustainability Reporting Directive, CSRD) with the involvement of internal and external experts.

Committee work

The Audit Committee held four ordinary meetings and one extraordinary meeting in 2025, four of which were hybrid meetings, and one was held in person. The Audit Committee meetings were always attended by the Chief Financial Officer (CFO), and the auditor attended on some occasions too. The number of Audit Committee members was increased from four to six, effective July 3, 2025. When the Chairman of the Audit Committee stepped down from the Supervisory Board on July 3, 2025, the Supervisory Board elected Dr. Christine Bortenlänger, who was already a member of the Audit Committee, as the new Chairwoman. At the ordinary meetings, the Audit Committee dealt with the annual financial statements 2024, the sustainability report 2024 and the quarterly reports on financial performance and position along with the oral report by the auditor on the material results of the audit, among other things. In addition, the Audit Committee dealt with the preparation for the group audit, the areas of audit focus, the quality of the audit and the independence of the auditor. The Audit Committee saw no cause for objection in the course of its reviews and recommended that the Supervisory Board approve the annual financial statements and consolidated financial statements for the financial year 2024 and approve the combined management report. The Audit Committee also discussed the remuneration of the Board of Management with the auditors. The Audit Committee also discussed internal audit findings for 2024, the effectiveness of the internal control system and further internal audit planning for 2025. In addition, it received regular updates on the effectiveness of the governance systems. In particular, the Audit Committee dealt with the results of the governance benchmarking of the risk functions and the results of an assurance engagement on the compliance management system in accordance with IDW AsS 980 carried out on its behalf. In addition, the Audit Committee also dealt with the company's acquisitions, investments and divestitures as well as the TÜV SÜD Pension Trust's investment and hedging strategy. The Audit Committee was also informed about strategic planning and the forecast for 2026. In this context, it also received a report on the IT transformation programs in the company. The Audit Committee also addressed the risks associated with the dam collapse in Brazil. At its extraordinary meeting and by circular resolution, the Audit Committee discussed various corporate transactions. In addition, the Chairwoman of the Audit Committee held discussions on important topics between meetings, in particular with the Chairman of the Supervisory Board, the CFO and the auditor. The main results of these discussions were reported to the Audit Committee and the Supervisory Board.

The Special Committee, to assist with the internal and external reappraisal of the incident in Brazil, met a total of five times, in four ordinary meetings and one extraordinary meeting. Four meetings were held in hybrid form and one was held in person. Following the resignation of Mr. Wolfgang Dehen as Chairman of the Special Committee from the Supervisory Board on May 17, 2025, the Supervisory Board elected Mr. Frank Hyldmar as the new Chairman of the Special Committee on May 20, 2025. The number of Special Committee members was increased from four to six, effective September 30, 2025. The Special Committee is advised by independent technical experts and reputable lawyers and provides a detailed report to the Supervisory Board at each meeting on the current status of the proceedings, the status of internal investigations and those carried out by authorities as well as the effect of the measures that have been introduced.

The Personnel Committee held a total of eleven meetings during the reporting year, five hybrid, six virtual. Seven of the eleven meetings were extraordinary meetings. Following the resignation of Mr. Wolfgang Dehen as Chairman of the Supervisory Board and Chairman of the Personnel Committee on May 17, 2025, the Supervisory Board elected Mr. Frank Hyldmar as the new Chairman of the Supervisory Board on May 20, 2025, who also assumed the role of Chairman of the Personnel Committee by virtue of his function. The Personnel Committee discussed matters relating to the Board of Management and, among other things, dealt intensively with the departure of Dr. Johannes Bussmann as CEO in 2025 and the related succession planning for the Board of Management. After extensive consultation, the Committee recommended Mr. Patrick Vollmer to the Supervisory Board as his successor as CEO of TÜV SÜD AG. In addition, the Personnel Committee addressed the appropriateness of the remuneration of the Board of Management and the target achievement of the individual members of the Board of Management and recommended that the Supervisory Board set the variable remuneration for the financial year 2024, subject to the approval of the annual financial statements.

The Nomination Committee held four meetings in the financial year, all of which were held virtually. Following the resignation of Mr. Wolfgang Dehen as Chairman of the Supervisory Board and Chairman of the Nomination Committee on May 17, 2025, the Supervisory Board elected Mr. Frank Hyldmar as the new Chairman of the Supervisory Board on May 20, 2025. By virtue of his function, he also assumed the role of Chairman of the Nomination Committee. The Nomination Committee worked intensively on the further development of the Supervisory Board succession planning for 2025 and 2026. As part of the succession planning process, following an intensive search and discussions with suitable candidates, it recommended Ms. Anja Schneider and Dr. Michael Diederich to the Supervisory Board as candidates for election. It also recommended that the Supervisory Board propose to the Annual General Meeting that Dr. Nathalie von Siemens and Ms. Angelique Renkhoff-Mücke be re-elected to the Supervisory Board in 2025 and Dr. Christine Bortenlänger in 2026.

The Strategy Committee held five hybrid meetings, one of which was extraordinary. After the resignation of Mr. Matthias Andreesen Viegas as a member of the Supervisory Board and Chairman of the Strategy Committee on July 3, 2025, the Supervisory Board elected Dr. Eberhard Veit as the new Chairman of the Strategy Committee, having already been a member of this committee. On September 30, 2025, the number of members of the Strategy Committee was increased from four to six. At its meetings, the Strategy Committee discussed various current transformation projects, the objective of process digitalization as well as the sustainability strategy, including the expansion of the sustainability-related product portfolio. The Strategy Committee also discussed the robustness of the existing business model and the strategic transformation initiatives.

Changes to the Board of Management and Supervisory Board

Dr. Johannes Bussmann stepped down from his position on the Board of Management and left the company as of July 14, 2025. The Supervisory Board would like to thank Dr. Bussmann for his dedication and commitment. Ms. Sabine Nitzsche took up her role as Chief Financial Officer and member of the Board of Management on March 1, 2025. In the reporting year, the Supervisory Board appointed Mr. Patrick Vollmer as CEO and Chairman of the Board of Management with effect from February 2, 2026, on the recommendation of the Personnel Committee.

Mr. Wolfgang Dehen stepped down as a member of the Supervisory Board and its committees and as Chairman of the Supervisory Board as of May 17, 2025, for personal reasons. The Supervisory Board and the Board of Management of TÜV SÜD AG would like to thank Mr. Dehen for his more than two decades of commitment and cooperation. Mr. Frank Hyldmar was elected to succeed Mr. Dehen as Chairman of the Supervisory Board on May 20, 2025.

Dr. Jörg Matthias Grossmann stepped down from the Supervisory Board at the end of the Annual General Meeting on July 3, 2025. The Supervisory Board and the Board of Management of TÜV SÜD AG would like to thank Dr. Grossmann for his many years of commitment and his constructive and steadfast cooperation on the Supervisory Board and its committees.

The Annual General Meeting on July 3, 2025, elected Ms. Anja Schneider and Dr. Michael Diederich to the Supervisory Board as shareholder representatives. Their extensive experience in the areas of corporate management, strategy and transformation management, digitalization and artificial intelligence, financial reporting and auditing provides valuable support for the work of the Supervisory Board.

The employee representatives on the Supervisory Board were newly elected in the reporting year by the employees of the German Group companies in accordance with the provisions of the MitbestG ["Mitbestimmungsgesetz": German Co-Determination Act]. The term of office of the elected employee representatives began on July 3, 2025, and ends at the end of the 2030 Annual General Meeting. The Supervisory Board and the Board of Management of TÜV SÜD AG would like to thank the departing employee representatives Mr. Matthias Andreesen Viegas, Mr. Jens Krause, Mr. Matthias Schemmel, Ms. Katrin Volkmann and Dr. Katharina Wagner for their commitment and many years of service. Mr. Robert Alter, Mr. Andreas Glück, Dr. Nicole Knöringer-Fröhlich, Mr. Uwe Schneider and Ms. Caroline Stiefel were newly elected to the Supervisory Board. The employee representatives, Ms. Manuela Dietz, Mr. Marcel Rath and Mr. Alexander Tilly were confirmed in office.

Dr. Michael Diederich stepped down from his position as shareholder representative on the Supervisory Board effective from the end of March 31, 2026. The Supervisory Board and the Board of Management of TÜV SÜD AG would also like to thank Dr. Diederich for his commitment and his work on the Supervisory Board.

Annual and consolidated financial statements

The annual financial statements of TÜV SÜD AG, the consolidated financial statements and combined management report were audited by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, Munich branch, and an unqualified auditor's report was issued. These documents and the audit reports prepared by the auditors were available to all members of the Supervisory Board. At its meeting on March 19, 2026, the Audit Committee initially discussed and reviewed these documents in detail. The Supervisory Board dealt intensively with the documents relating to the financial statements at its meeting to discuss the financial statements on March 27, 2026. The auditor attended both meetings and reported on the material findings of their audit, providing detailed answers to the questions from the members of the Supervisory Board.

The Supervisory Board conducted an extensive review of the financial statements of TÜV SÜD AG, the consolidated financial statements and the combined management report. It agreed with the findings of the independent auditor and has no objections following the final result of the review. The Supervisory Board approved the separate financial statements of TÜV SÜD AG which are herewith ratified. It also approved the consolidated financial statements and the proposal of the Board of Management to the Annual General Meeting for the appropriation of retained earnings.

On behalf of the Supervisory Board, I would like to thank the Board of Management and all executives and employees for their successful work and commitment in the past financial year, which has laid a solid foundation for the future development of the company.

Munich, March 27, 2026

Frank Hyldmar
Chairman of the Supervisory Board of TÜV SÜD AG