Report of the Supervisory Board

In the financial year 2025, the Supervisory Board kept itself continuously apprised of the situation of the Group and the development of business. The Executive Board informed the Supervisory Board by way of detailed written quarterly reports about the Group’s result of operations, the current financial position and the net assets, as well as about developments in the relevant markets, the course of business and the investments in the individual business units. The reports also comprised information on the developments and activities in the personnel area as well as detailed estimates on the opportunities and risks over the course of the year. Moreover, in four of its five meetings the Supervisory Board was informed orally in detail on the respective current situation of the Group and the important Group companies, as well as on material business transactions and relevant changes. The development of business compared with corporate planning was explained to the Supervisory Board. Any deviations from planning were elaborated on and then queried and discussed by the Board. Compensatory measures were addressed. In addition, the meetings also focused on the status of implementation of the groupwide P28 efficiency program. The Supervisory Board devoted special attention to long-term planning, as well as to the status of the SALCOS® program. By using the dashboard provided by the Executive Board, the Supervisory Board was able to track the development of the SALCOS® in a timely manner and, if necessary, engage in clarifying discussion with the Executive Board. Business transactions requiring the consent of the Supervisory Board were approved by the Board after thorough examination and consultation. Furthermore, between meetings, the Chairman of the Supervisory Board and, following Mr. Wente’s withdrawal, his representative was kept regularly informed by the Executive Board Chairman on current topics.

The Supervisory Board held regular meetings in the reporting year, in the months of March, May, September and December, and convened an extraordinary meeting in July. The attendance rate at the Supervisory Board meetings, held without exception as plenary meetings with individual members participating via online connection, if necessary, stood at 97 %. The Supervisory Board convened generally with the Executive Board attending. However, it regularly discussed topics such as Executive Board remuneration and the key findings of the audit conducted on the annual financial statements in the absence of Executive Board members. Regular preliminary discussions – partly with and partly without the attendance of the Executive Board – in separate meetings with shareholder and employee representatives served the purpose of initial consultation on the current situation and imminent decisions.

With the exception of two members of the Supervisory Board, no conflicts of interest were brought to the attention of the Supervisory Board in the reporting year, neither by the Supervisory Board members nor by members of the Executive Board. Only the Supervisory Board members Ms Hardekopf and Mr. Papenburg indicated in December 2024 that they may be exposed to a conflict of interest insofar as the Supervisory Board would need to deliberate on the voluntary public takeover offer submitted to Salzgitter AG’s shareholders by GP Günter Papenburg Aktiengesellschaft and TSR Recycling GmbH & Co. KG. This conflict of interest was resolved in the financial year 2024 and 2025 through the aforementioned Supervisory Board members not participating in committee meetings and resolutions passed by the Supervisory Board in connection with the potential takeover offer.

Upon assuming his mandate, Mr. Dahmen who was newly appointed to the Supervisory Board in the financial year, was supported, as is customary with all new Supervisory Board members, through an onboarding program that includes detailed information on the Group and its various business activities, along with an extensive manual with further information relevant to Supervisory Board activities.

In its meeting on March 20, 2025, and as is customary in March meetings, the Supervisory Board focused primarily on the financial statements of Salzgitter AG and of the Group, both drawn up as of December 31, 2024, as well as on the combined management report on the company and the Group for the financial year 2024. The representatives from EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, the statutory auditor elected by the Annual General Meeting of Shareholders, explained the key findings of their audit. In doing so, they also responded to the questions put to them by Supervisory Board members. Following a detailed examination of the documentation pertaining to the financial statements, with the aid of the report of the auditor, the Supervisory Board ratified the separate and consolidated annual statements.

With a view to the variable remuneration of Executive Board members, the Supervisory Board used the fixed performance criteria to determine the degree to which targets set had been achieved for the Performance Cash Award 2021 and the annual bonus for 2024. Moreover, the Board ratified its report for the Annual General Meeting of Shareholders, the remuneration report and the resolutions to be put forward to the 2025 Annual General Meeting of Shareholders on the individual agenda items. Furthermore, the Supervisory Board also consulted on the 2024 non-financial report and, following its own detailed examination, approved the audit findings in the report by the auditor. In addition, among other matters and in view of the reallocation of responsibility for data protection, the Supervisory Board approved an adjustment to the Executive Board’s scheduled responsibilities. Finally, the Board informed itself about the strategic vision targeted for the Group’s IT for the year 2028.

In its meeting on May 21, 2025, the Supervisory Board gave its regular approval to the target envisaged for the proportion of women on the Executive Board through to May 2030, among other matters, and had the Executive Board report in detail both in writing and orally on the Group’s compliance management system and the compliance events investigated.

An extraordinary meeting of the Supervisory Board was held on July 4, 2025, for the express purpose of discussing the outcome of its assessment of itself and the effectiveness of its work with external support. Moreover, the Supervisory Board approved the sale of DESMA Schuhmaschinen GmbH. Finally, Supervisory Board Chairman Mr. Wente declared his intention at this meeting of laying down his office as a member of the Supervisory Board, effective at the end of October 4, 2025. In this connection, the Supervisory Board dismissed Mr. Wente at his suggestion from the Nomination Committee and elected Ms Brouzi as a new committee member.

On September 18, 2025, the Supervisory Board discussed the most recent business development and informed itself about the current status of the SALCOS® program. In this context, the Board extended its approval for investment in the first stage of development. In addition, the Board was informed about the status of considerations for the future allocation of crude steel capacities within the Group. It also approved the issuing of an exchangeable bond in an amount of up to € 500 million exchangeable into the shares of Aurubis AG. Finally, Dr. Drouven declared his intention at this meeting of laying down his office as a member of the Supervisory Board, effective at the end of December 31, 2025.

In its meeting on December 4, 2025, the Supervisory Board and the Executive Board discussed the corporate planning in detail prepared and submitted by the latter for the financial years 2026 through 2028. The Supervisory Board was also brought up to date on the SALCOS® program. Other topics of consultation in this meeting included the imminent defining of the qualitative criteria determining variable Executive Board remuneration in 2026 for assessing the performance of the individual Executive Board members, as well as the stakeholder objectives for the performance period from 2026 through 2029. Moreover, the Supervisory Board deliberated on the successor to the office of Chairman of the Supervisory Board, the recommendations by the German Corporate Governance Code for submitting the Declaration of Conformity 2025, along with strategic options for Hüttenwerke Krupp Mannesmann GmbH. Finally, the Supervisory Board dissolved the Takeover Committee that had been temporarily set up and elected Mr. Dahmen as a member of the Strategy and Sustainability Committee, effective January 1, 2026.

In order to prepare for its consultations and decisions, the Supervisory Board has formed a presiding, an audit, a strategy and sustainability, a nomination, and a takeover committee, which has since been dissolved.

The Presiding Committee met seven times in person and once via web conference in 2025. The committee consulted in detail on business development. The committee also dealt with the following: stabilizing the 2025 operating result, the medium-and long-term growth outlook, portfolio optimization, the long-term financing of the company, the status of SALCOS®, a possible adjustment of the management and control model for the Group, the components of the Executive Board’s remuneration, corporate planning, the Supervisory Board’s self-assessment, the potential takeover offer addressed to shareholders of the company, the future composition of the Supervisory Board, issuance of an exchangeable bond, the recommendations of the German Corporate Governance Code, along with the current situation and the future prospects of Hüttenwerke Krupp Mannesmann GmbH.

The members of the Audit Committee held six meetings during the reporting period, with two of them held as a web conference and all other meetings with physical attendance. As is customary in March, it prepared the audit of the 2024 annual financial statements at company and at Group level by the whole Supervisory Board in the presence of representatives from the auditor, in particular by way of in-depth consultation on the respective audit reports and the oral report by the representatives of the auditor on the key findings of the audit. To this end, the Audit Committee met twice: on March 10 exclusively with representatives of the statutory auditor and again on March 18 with these auditor representatives and the Executive Board. In the context of its audit, the Audit Committee saw no reason to raise objections and recommended that the full Supervisory Board approve the annual financial statements.

In the same manner, the members of the Audit Committee examined the 2024 non-financial report in preparation and discussed the results of reviewing the remuneration report. In addition, the Audit Committee focused on the independence of the statutory auditor and on the auditor of sustainability reporting, in particular the scope of non-audit services provided by the auditor and the quality of the audit. The consultations of further meetings of the Audit Committee concerned IT security and IT structures, monitoring the accounting process, as well as the effectiveness of the (accounting-related and non-accounting-related) internal control system, the risk management system, the internal audit system, and the issuance of an exchangeable bond. In addition, the Audit Committee had itself informed in detail about the Group's compliance management system and compliance measures (including data protection compliance), as well as the status of using the company’s financing instruments. The Audit Committee also dealt with preparing the proposal of the Supervisory Board for the appointing of the statutory auditor for the financial year 2025 by the Annual General Meeting of Shareholders, the assignment of the audit engagement, and agreeing the fees with the statutory auditor (including sustainability reporting) and the stage reached in preparing sustainability reporting. The quarterly financial reporting of the Group was discussed in detail with the Executive Board before publication. The Chairman of the Audit Committee also maintained regular dialog with the statutory auditor between meetings.

In March 2026, following a detailed preliminary review, the Audit Committee recommended that the full Supervisory Board approve the 2025 annual financial statements at company and at Group level. The committee’s preliminary review of the 2025 sustainability statement did not give rise to any objections either.

The Strategy and Sustainability Committee met three times in person in 2025. The topics addressed included the scrap and slag strategy, the SALCOS® program, the financial framework conditions and the Group’s liquidity planning, performance and restructuring initiatives, active portfolio management, strategic options for Hüttenwerke Krupp Mannesmann GmbH, as well as Supervisory Board duties in connection with sustainability issues.

The Nomination Committee met twelve times in 2025 in order to determine a successor for Mr. Wente as a member and as Chairman of the Supervisory Board, as well as for Dr. Drouven as a member of the Supervisory Board by means of a structured search and selection process with the support of an external consultant.

The Takeover Committee dissolved by the Supervisory Board on December 4, 2025, met ten times in the form of a web conference in 2025. During these meetings, the Committee dealt with a possible public voluntary takeover offer by GP Günter Papenburg Aktiengesellschaft and TSR Recycling GmbH & Co. KG to buy the shares in the company, in particular with the valuation of the indicative offer prices, and the implications of a possible takeover for the company and its stakeholders, as well as the respective status of the activities.

A recurring key topic addressed by the Supervisory Board in its work concerns sustainability issues. At each regular Supervisory Board meeting, the Executive Board reported on generally significant developments and progress made by the Salzgitter Group in the field of sustainability. Regarding these sustainability issues, the SALCOS® program that is geared to the company’s virtually climateneutral steel production forms the centerpiece of this work. While the program is also a fixed item on the agenda of each regular meeting of the Supervisory Board, including the relevant preliminary discussions in the Presiding Committee, it was also the topic of a meeting held by the Strategy and Sustainability Committee. Deliberations in the committees were then reported on in the next full Supervisory Board meeting. The head of the Steel Production Business Unit who also bears responsibility for the program as General Manager of Salzgitter Flachstahl GmbH also participated in the Board meetings held in May, September and December.

In determining the variable remuneration of the Executive Board members, the Supervisory Board also agreed with Executive Board members on non-financial targets in 2024 for 2025 mainly ,and in 2025 for 2026 exclusively, which are related to sustainability (reducing the number of accidents, increasing the proportion of women in management positions, establishing regular and structured employee discussions, developing and implementing an idea management system).

The compliance management system and investigated compliance activities are regularly debated at the Supervisory Board plenum’s meeting preceding the Annual General Meeting of Shareholders, prepared beforehand by the Audit Committee’s in-depth deliberations on this topic. The head of the Group’s Legal Department reports to the full Supervisory Board and the head of the Group’s Compliance Management to the Audit Committee.

Special expertise in matters of sustainability is represented on the Audit Committee by the person of Prof. Dr. Schindler who has dealt intensively over many years with sustainability reporting and the respective audit as part of his Supervisory Board activities, and by Ms Hardekopf who, in the position of managing director and Management Board member, has borne long-standing responsibility for the respective company’s finance department and therefore also for sustainability reporting. Establishing a separate Sustainability Committee exclusively for these issues Is deemed unnecessary at the present point in time since sustainability aspects form an integral part of the “Salzgitter AG 2030” strategy and are best dealt with by the Strategy and Sustainability Committee. Furthermore, along with the full Supervisory Board regularly addressing sustainability topics, these topics are also dealt with by the other committees in line with their different prioritizations.

At Executive Board level, the topic of sustainability is largely the remit of the Chief Executive Officer in his role as Chairman, with the responsibility for matters affecting the employees resting with the Chief Personnel Officer.

In its meeting on March 19, 2026, the Supervisory Board conducted a detailed examination of the financial statements of Salzgitter AG and of the Group, both drawn up as of December 31, 2025, as well as of the combined management report on the company and on the Group for the financial year 2025. Prior to this meeting, the independent auditor EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Hanover, selected by the Annual General Meeting of Shareholders, reviewed both sets of financial statements and the management report on the Group and issued an unqualified “Auditor’s Opinion”. The auditor thereby confirmed that the accounting, valuation and consolidation carried out in the consolidated financial statements complied with the International Financial Reporting Standards (IFRS) as applicable within the EU. Moreover, it was confirmed that the management report on the Group provides an accurate picture of the Group’s position. As part of its assessment of the early risk detection system, the auditor also ascertained that the Executive Board had taken the steps required by the German Stock Corporation Act (AktG) for the early recognition of risks that could endanger the company as a going concern.

The annual financial statements of Salzgitter AG, the consolidated financial statements of the Group, the combined management report on the company and the Group, the Executive Board’s proposals for the appropriation of retained earnings, as well as the auditor’s reports were available to the Supervisory Board for examination. The representatives of the independent auditor took part in the discussions of the annual financial statements and the consolidated financial statements and elaborated on the most important findings of their audit.

Based on the final results of its own examination of the annual financial statements at company and at group level and the combined management report, the Supervisory Board did not raise any objections. The Board therefore approved the findings of the auditor's review and ratified the annual financial statements and the consolidated financial statements. The annual financial statements are thereby adopted. Following its deliberations, the Supervisory Board gave its approval to the proposal made by the Executive Board on the appropriation of retained earnings.

In its meeting on March 19, 2026, the Supervisory Board also consulted on the topic of the 2025 sustainability statement. Prior to this Supervisory Board meeting, EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Hanover, mandated by the Supervisory Board, examined it to obtain limited assurance (Opinion). The auditor confirmed that no matters came to its attention that would cause it to believe that the statement had not been prepared in all material respects in accordance with Sections 315b, 315c of the German Civil Code (HGB) in conjunction with the requirements set out under Article 8 of the Directive (EU) 2020/852.

Following its own examination, the Supervisory Board concurred with the findings of the audit performed by EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft.

The following changes in the composition of the Supervisory Board took place in the financial year 2025.

• Having declared his intention of resigning his office, Mr. Heinz-Gerhard Wente, shareholder representative, withdrew from the Supervisory Board, effective end of October 4, 2025. Through to March 19, 2026, Prof. Dr. Hans-Jürgen Urban subsequently assumed the tasks of Supervisory Board Chairman in the role of Vice Chairman of the Supervisory Board.
• Mr. Burkhard Dahmen was appointed by the court as a member of the Supervisory Board and successor to Mr. Wente, effective October 10, 2025, up until the end of the next Annual General Meeting of Shareholders.
• Having declared his intention of resigning his office, Dr. Bernd Drouven, shareholder representative, withdrew from the Supervisory Board, initially effective end of December 31, 2025. As the process of finding a new Chairman of the Supervisory Board took longer than planned, Dr. Drouven was, however, again appointed by the court as a member of the Supervisory Board, effective January 8, 2026, through to the end of the next Annual General Meeting of Shareholders.
• Having declared his intention of laying down his office on December 15, 2025, Mr. Konrad Ackermann will be withdrawing from the Supervisory Board effective end of March 31, 2026.
• On March 19, 2026, the Supervisory Board elected Ms Ulrike Brouzi as the new Chairwoman of the Supervisory Board.

As already notified, Ms Brouzi replaced Mr. Wente as a member of the Nomination Committee, effective July 4, 2025. Upon his withdrawal from the Supervisory Board, Mr. Wente also resigned from the Presiding Committee, the Strategy and Sustainability Committee and the Takeover Committee. Similarly, Dr. Drouven withdrew from the Strategy and Sustainability Committee, effective end of December 31, 2025. As already notified, Mr. Dahmen succeeded him in this role. On February 3, 2026, Ms Brouzi was elected member of the Strategy and Sustainability Committee. On March 19, 2026, the Supervisory Board elected Ms Brouzi as member and Chairwoman of the Presiding Committee.

Ms. Birgit Dietze has been the Executive Board member responsible for Personnel since January 1, 2025. There were no further changes to the Executive Board in the financial year 2025.

The Supervisory Board thanks Mr. Wente for his long-standing successful activities to promote the good of the company.

Our thanks go to the Executive Board and to all the employees of the Group for their dedicated work and sound commitment throughout the financial year 2025.