Report of the
Supervisory Board

There were no changes to the members of the Supervisory Board or the composition of the committees in the 2024 financial year. Stefan Heimöller as Chairman, Jens Große- Allermann as Deputy Chairman, Klaus Möllerfriedrich and Dr Nanna Rapp were members of the Supervisory Board for the entire 2024 financial year.

In the 2024 financial year, the Company’s Executive Board consisted of CEO Ralph Rumberg (until 30 June 2024), his successor as CEO Johannes Pfeffer (since 1 October 2025) and CFO Andrea Holzbaur (for the full year).

The intensive and trusting cooperation between the Supervisory Board and the Executive Board was maintained at all times and was particularly intensive during the period without a CEO. Several unscheduled coordination meetings were held between the CFO and the Chairman of the Supervisory Board. Throughout the reporting year, the Supervisory Board diligently fulfilled its supervisory and advisory duties in accordance with the law, the articles of association and the rules of procedure. This included the regular exchange of information with the Executive Board and the monitoring of the Company’s management regarding legality, regularity, expediency and economic efficiency.

The Supervisory Board was directly involved in all fundamental Company decisions. In particular, the economic situation of GESCO SE and its subsidiaries was discussed in detail. The appointment of new management positions at the subsidiaries of GESCO SE was a focal point of the Supervisory Board’s work, as was the monitoring of (potential) M&A transactions and internal reorganisations under company law in 2024.

The Executive Board informed the Supervisory Board regularly, both verbally and in writing, promptly and comprehensively about all relevant issues relating to corporate planning and strategic development, the course of business, the situation of the Group and the individual subsidiaries, including the risk situation, as well as risk and compliance management. Between meetings, the Supervisory Board was also continuously informed in detail by means of written reports and verbally about all projects and plans that were of particular importance to the Company. At the regular quarterly meetings, the Supervisory Board received a detailed report on the compliance management system and the internal control and risk management system from the responsible person at GESCO SE. As planned, the Supervisory Board dealt with the structure and content as well as the functionality of these systems. In all cases, the members of the Supervisory Board have critically and intensively examined the reports submitted to them and have made their own suggestions. The scope and nature of risk reporting are thus continuously updated. The topic of ESG/CSRD is becoming increasingly important and was addressed comprehensively in the non-financial statement.

The course of business was discussed in detail with the Executive Board. Deviations in the course of business from the respective annual plans and targets were explained to the Supervisory Board in detail at the meetings and analysed jointly by the Executive Board and Supervisory Board. The Supervisory Board examined the reports and proposed resolutions of the Executive Board in detail and, where required by law and the Articles of Association, cast its vote.

Significant strategic investments at the subsidiaries were accompanied by extensive discussions based on detailed investment calculations. Companies that were more severely affected by the economic situation were scrutinised in particular by the Supervisory Board.

Changes in the management of subsidiaries were discussed in detail by the Supervisory Board and the Executive Board. In the case of new appointments, candidates were interviewed by the Supervisory Board prior to the authorisation resolution.

The organisation of the Supervisory Board work at GESCO SE remained unchanged. The Supervisory Board continues to consist exclusively of shareholder representatives, who were re-elected by the Annual General Meeting on 18 June 2020 for the next five years.

The deliberate limitation of the size of the Supervisory Board enables efficient work and intensive discussions on both strategic and detailed issues. For this reason, Supervisory Board committees are generally not formed. No committees were formed in the 2024 financial year, except for the audit committee. Mr Jens Große-Allermann, who has extensive knowledge in this area, chairs the audit committee, supported by auditor Mr Klaus Möllerfriedrich and Dr Nanna Rapp.

The full Supervisory Board delegates sub-tasks to individual members, who prepare them and submit them to the Board for final discussion and decision. This applies in particular to M&A transactions, personnel decisions and the audit of the financial statements. The four members of the Supervisory Board contribute different, complementary skills and thus ensure appropriate professional diversification, as set out in a skills matrix published in the corporate governance declaration.

Since 2023, the Supervisory Board has had access to a database containing all documents relevant to the Supervisory Board.

In the 2024 financial year, a total of eleven ordinary and extraordinary Supervisory Board meetings were held. In addition, the Supervisory Board held internal telephone and video conferences on various occasions and, when necessary, made decisions by circular resolution. All members of the Supervisory Board attended all ordinary Supervisory Board meetings in person.

The Supervisory Board’s ongoing discussions focussed on the economic development of GESCO Group, the development of individual subsidiaries, personnel matters at the subsidiaries and GESCO SE, the achievement of targets in relation to the annual planning and ongoing M&A projects. An employee of GESCO SE reported to the Supervisory Board on the compliance management system and the internal control and risk management system on a quarterly basis. The Supervisory Board also discussed the following key topics and, where necessary, passed resolutions:
 

• Discussion of the annual financial statements and the consolidated financial statements of GESCO SE as at 31 December 2023; adoption of the annual financial statements and approval of the consolidated financial statements as at 31 December 2023

• Report of the Supervisory Board; declaration on corporate governance; non-financial statement; declaration of compliance and corporate governance

• Preparation/follow-up of the Annual General Meeting 2024

• Annual planning 2024/2025

• Supervisory Board, Executive Board and personnel matters; in particular the appointment of a new CEO

• Internal control, risk and compliance management system

• New appointments to managing director positions at subsidiaries

• Investments at subsidiaries

• Acquisition/disposal of (shares in) companies; in particular the MBO AstroPlast and the sale of the casting and steel divisions at Doerrenberg

• Corporate law changes, in particular the establishment of foreign subsidiaries of the subsidiaries INEX and SVT

• Insurance issues, including cybersecurity; preparing a lawsuit for cartel damage

• Employee share ownership programme 2024

• Advice on share buyback programme

Between meetings, the Supervisory Board was also informed in detail by means of written reports about all projects and plans that were of particular importance to the Company.

The audit committee met three times in 2024. The subject of the meetings in the first quarter was the work and results of the auditor and the auditor’s proposal for 2024, and in the fourth quarter the agreement on the audit of the 2024 annual financial statements and an interim report on the 2024 audit.

The Supervisory Board has continuously monitored the further development of corporate governance standards. The Executive Board and Supervisory Board report on corporate governance at GESCO SE in their joint declaration on corporate governance, which is published both on the website and in the latest annual report.

In December 2024, the Executive Board and Supervisory Board submitted and published the statutory declaration of compliance with the German Corporate Governance Code as required by law. Accordingly, GESCO SE complies with the recommendations of the Government Commission on the German Corporate Governance Code with the exception of the deviations listed and justified in the declaration of compliance.

One member of the Supervisory Board took part in an external training programme on ESG in the reporting year; all members kept up to date with current Supervisory Board topics by reading specialist journals and on the Internet. In addition, individual members took part in seminars and other training programmes.

The remuneration system adopted in 2021 applies to all Executive Board employment contracts that have been concluded or extended since 1 July 2021 or will be concluded in the future, as long as no other remuneration system is adopted. The employment contracts of all Executive Board members are based on the remuneration system adopted in 2021.

The Annual General Meeting on 30 June 2021 approved the remuneration system presented at the time, which took into account the changes resulting from the Act Implementing the Second Shareholders’ Rights Directive (ARUG II) and the then new recommendations of the German Corporate Governance Code.

Detailed information on the Executive Board remuneration system can be found in the remuneration report and the notes to the financial statements of GESCO SE and the Group.

The Supervisory Board remuneration system was revised in 2020 and, with the exception of a few Company-relevant regulations, largely adapted to the requirements of the GCGC. The modified remuneration system was approved by the Annual General Meeting 2020 and the Articles of Association were amended accordingly.

In accordance with the statutory provisions, the auditor elected by the Annual General Meeting on 9 May 2024, Forvis Mazars GmbH & Co KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, was commissioned to audit the annual financial statements and the consolidated financial statements. The auditor has confirmed its independence and has also demonstrated that it is authorised to audit listed companies by successfully participating in a quality control audit conducted by the Chamber of Public Accountants.

The annual financial statements of GESCO SE for the financial year from 1 January to 31 December 2024 prepared by the Executive Board in accordance with the German Commercial Code (HGB) and the management report were audited by the auditor. The auditor issued an unqualified audit opinion on 4 April 2025.

The consolidated financial statements and Group management report of GESCO Group for the financial year from 1 January to 31 December 2024 were prepared by the Executive Board based on the International Financial Reporting Standards (IFRS) in accordance with Section 315e of the German Commercial Code (HGB) and audited by the auditor. The auditor issued an unqualified audit opinion on the consolidated financial statements and Group management report 2024 on 4 April 2025.

This year’s audit of the single-entity financial statements of GESCO SE focussed on the recoverability of shares in affiliated companies, the recoverability of receivables from affiliated companies, income from investments, provisions, taxes and the management report. The focal points of the audit of the consolidated financial statements were the recoverability of goodwill (impairment tests), the process for preparing the consolidated financial statements and the implementation of consolidation measures, the presentation of corporate transactions, the realisation of sales, the recoverability of receivables, inventories and legal risks in individual subsidiaries as well as pension provisions, deferred taxes, the management report and the notes to the consolidated financial statements including ESEF. The focal points of the audit were agreed with the auditor before the start of the audit. The Supervisory Board did not issue any specific instructions to the auditor. The key audit areas determined by the auditor already included desired audit areas from the perspective of the Supervisory Board. There was also personal contact between the Chairman of the Audit Committee and the auditor during the ongoing audit with regard to the exchange of information about the audit. During the audit and in the final phase of the audit work, the Audit Committee held intensive discussions with the auditor on the status of the audit in order to further prepare the decision of the full Supervisory Board. At two audit committee meetings held on 16 December 2024 and 10 March 2025, the auditor provided the committee members with detailed information on the audit of the financial statements of GESCO SE, the Group and the individual subsidiaries and answered questions. The discussion with the auditors also covered the accounting-related internal controls set up by the legal representatives in the Group and the risk management system.

The complete financial statements and the associated auditor’s reports were sent to all members of the Supervisory Board in good time before the balance sheet meeting and were included in the Supervisory Board’s audit activities. They were also the subject of intensive discussions at the Supervisory Board meeting on 4 April 2025. The auditors attended this meeting, reported extensively on the key findings of the audits and were available to the Supervisory Board to answer questions and provide additional information. All of the Supervisory Board’s questions were answered in detail by the auditors. Based on the final results of the audit conducted by the Supervisory Board, no objections were raised to the annual financial statements, the management report, the consolidated financial statements or the Group management report. Following its own review of the annual financial statements, the consolidated financial statements and the combined management report, the Supervisory Board approved the result of the audit by the auditor and unanimously approved the annual financial statements and the consolidated financial statements at the meeting on 7 April 2025. The 2024 annual financial statements of GESCO SE are thus adopted. The Supervisory Board concurred with the Executive Board’s proposal for the appropriation of net retained profits, taking into account the Company’s earnings and financial position.