Supervisory Board report

Dear shareholders,

In the 2025 financial year, Koenig & Bauer AG held its ground in a global environment that remained volatile, consolidating its position as an innovative technology group and a driving force for the industry. This success was based on the clear strategic alignment of the product portfolio towards customer-oriented solutions and digital services, as well as the systematic implementation of programmes to sustainably strengthen earnings and financial strength and to reduce complexity within the Group. The Supervisory Board dealt intensively with the Executive Board’s strategic focus project, Spotlight. By concentrating on profitable growth fields and optimising cost structures, the programme creates the financial basis for further expanding the market position as an innovative solution provider in the age of digitisation and artificial intelligence.

In addition to the strategic and technological alignment of the portfolio and the Group, the Supervisory Board addressed the organisational and personnel transformation involving a new governance structure with a keener customer focus and the transition to a new generation on the Executive Board. Within one year, a comprehensive strategic realignment of the Group was completed, including a reduction from three to two segments and a downsizing of the Executive Board from five to two members. This successful transformation forms the foundation on which the new Group management will actively shape the future of Koenig & Bauer.

The Supervisory Board performed its duties with great care in accordance with the law, the Articles of Association and the Rules of Procedure. In addition to discussing market trends and growth business, the Supervisory Board dealt in detail with the business and earnings situation as well as the financial position and liquidity status of Koenig & Bauer AG and the Group, together with the situation at key subsidiaries. Business policy, the M&A strategy, the competitive situation, risk management, the risk situation within the Group, compliance, the internal control system, internal auditing, cybersecurity, the capital market and personnel strategy, trade tariffs and, in particular, the programmes for reinforcing the Group’s earnings and financial strength were discussed at length. The Supervisory Board and the Audit Committee dealt with the changed regulatory requirements in the ESG area. In addition to the Executive Board’s corporate and investment planning, the agenda of the Supervisory Board and the committees included governance and Executive Board remuneration matters as well as the succession planning for the Executive Board. All necessary resolutions were passed after detailed examination and intensive discussion.

In the year under review, the Supervisory Board was again informed promptly, regularly and comprehensively by the Executive Board of all events that were of material importance for the Company. In 2025, this was done in the form of hybrid Supervisory Board meetings with combined in-person attendance and online participation, in-person events and video conferences as well as over the phone and in writing. The Chairman of the Supervisory Board and the Chief Executive Officer meet on a weekly basis, while further monthly meetings are held between the Chair of the Audit Committee and the Chief Financial Officer. In addition, the Supervisory Board received continuous reports concerning the Company’s key performance indicators.

Eight Supervisory Board meetings and four information meetings for the Supervisory Board were held on matters of current relevance in 2025. These were supplemented by internal preparatory video conferences held within the Supervisory Board prior to the Supervisory Board meetings or relating to matters of current relevance. The Supervisory Board also met at times in the absence of the Executive Board to discuss matters that concerned either the Executive Board itself or internal Supervisory Board subjects. Of the eight meetings of the Supervisory Board, two were held in person, two as video conferences and four as hybrid meetings with combined in-person attendance and online participation. Of the four information meetings for the Supervisory Board, two were held as a video conference and two in hybrid form with combined in-person attendance and online participation. The chairpersons of the committees reported regularly to the full Supervisory Board on the agenda and recommendations of the committee meetings. In the year under review, no members of the Supervisory Board were subject to any conflict of interests. The breakdown of the attendance at the meetings of the Supervisory Board and the committees is set out in the following table:

NameMember since
Supervisory Board
meetings
 (8)
Personnel Committee
 (5)
Audit
Committee (7)
Strategy
Committee
(2)
Nominating
Committee
(1)
Total
participation
Prof. Dr.-Ing. Raimnd Klinkner, Vorsitzender20188/85/5–2/21/1100%
Gottfried Weippert, Deputy Chair (until 30 September 2025)20017/7*4/4*4/5*1/1*–94%
Marc Dotterweich, Deputy Chair (Deputy Chair as of 1 October 2025)20158/81/1*7/71/1*–100%
Dagmar Rehm, stv. Vorsitzende20148/85/57/7––100%
Claus Bolza-Schünemann 20238/8––2/21/1100%
Julia Cuntz20168/8––––100%
Carsten Dentler20175/8––2/21/173%
Karoline Kalb (as of 4 June 2025)20254/4*––1/1*–100%
Christopher Kessler20168/8––2/2–100%
Prof. Dr.-Ing. Gisela Lanza (until 4 June 2025)20153/4*––––80%
Dr. Johannes Liechtenstein20197/8–7/7––93%
Daniel Pfeifer (as of 1 October 2025)20251/1*––––100%
Simone Walter20168/8–2/2*2/2–100%
Sabine Witte-Herdering 20236/8––––75%

With the conclusion of the Annual General Meeting on 4 June 2025, Prof. Gisela Lanza stepped down as a shareholder representative on the Supervisory Board. Upon entering retirement, Mr Gottfried Weippert resigned from his seat on the Supervisory Board with effect from 30 September 2025. The Board thanked Prof. Gisela Lanza and Mr Gottfried Weippert for the trustful cooperation as well as their great commitment and valuable inspiration for the successful further development of the Group. The Annual General Meeting on 4 June 2025 elected Ms Karoline Kalb as a new shareholder representative for a four-year term of office. Mr Daniel Pfeifer succeeded Mr Gottfried Weippert on the Supervisory Board with effect from 1 October 2025. In addition to the changes on the Supervisory Board, there were several personnel changes on the Executive Board as part of the generational transition. With the conclusion of the Annual General Meeting on 4 June 2025, Dr Stephen Kimmich succeeded Dr Andreas Pleßke as Chief Executive Officer. Dr Andreas Pleßke took on special assignments within the Group as a regular member of the Executive Board until his scheduled retirement on 31 December 2025. Dr Alexander Blum was appointed by the Supervisory Board as the new Chief Financial Officer with effect from 1 July 2025. Mr Christoph Müller had already left the Executive Board on 31 March 2025 following the resignation from his office. The Executive Board contract of Mr Ralf Sammeck ended as scheduled on 30 June 2025. The Supervisory Board thanked Dr Andreas Pleßke, Mr Christoph Müller and Mr Ralf Sammeck for their many years of service, their extraordinary commitment and their professional contribution to the company’s success. At the beginning of 2026, the Executive Board reached its target size of two members. Together with the CEO and the CFO, the two new Group Management members, Christian Steinmaßl and Markus Weiß, form a powerful leadership team. While Mr Steinmaßl is responsible for various business units in the Special & New Technologies segment, Mr Weiß leads the Paper & Packaging Sheetfed Systems segment.

Koenig & Bauer provides members of the Supervisory Board with appropriate support during onboarding and for further education. The Supervisory Board training system provides for two webinars a year on selected topics together with an optional external training event. In the year under review, the focus was on regulatory updates and cybersecurity. In addition, the employee representatives are able to make use of the conferences organised by the Hans Böckler Foundation as well as the further education offered by the trade unions and DGB-Bildungswerk.

The meetings of the Supervisory Board and its committees as well as the information meetings dealt with the following matters in 2025: The information meeting of the Supervisory Board with virtual attendance on 27 January 2025 focused on governance and personnel matters. In its virtual meeting on 26 February 2025, the Supervisory Board dealt with dividend matters, the guidance for 2025 and Executive Board remuneration topics, in addition to the preliminary business figures for 2024. In a video conference on 10 March 2025, the Supervisory Board adopted the Declaration of Compliance. As part of the planned Executive Board transformation, the Board also approved the termination agreement with Mr Christoph Müller with effect from 31 March 2025, after he had resigned from his office in mutual agreement with the Supervisory Board.

At a hybrid meeting with combined online and in-person participation on 20 March 2025, the Supervisory Board dealt at length with the annual financial statements for Koenig & Bauer AG and the Group as of 31 December 2024, the combined management report, the non-financial Group report and the 2024 remuneration report for the members of the Executive Board and the Supervisory Board, together with the relevant audit reports from the auditor. The annual and consolidated financial statements, including the combined management report and the non-financial Group report, as well as the remuneration report for the 2024 financial year, were approved or adopted. In this context, the Supervisory Board followed the Executive Board’s proposal to waive the distribution of a dividend for the 2024 financial year. Furthermore, the invitation to the Annual General Meeting on 4 June 2025, including the agenda and the proposals for resolutions, was adopted. In addition to the Spotlight project and deliberations on strategy, M&A, cybersecurity and tariffs, the spin-off of the digital unit into Koenig & Bauer Kyana GmbH was another focus of the meeting. Furthermore, the committee held intensive discussions on Executive Board remuneration issues and Executive Board matters. Following Dr Pleßke’s resignation as CEO with effect upon the close of the Annual General Meeting on 4 June 2025, the Supervisory Board appointed Dr Kimmich as his successor as CEO and confirmed Dr Pleßke’s position as a regular member of the Executive Board until the end of his contract on 31 December 2025. In addition, the Supervisory Board appointed Dr Blum as the new CFO with effect from 1 July 2025.

At the Supervisory Board information meeting on 5 May 2025, held in hybrid form with combined online and in-person participation, the Supervisory Board focused on the Q1 2025 figures and the forecast for the 2025 financial year as a whole, including liquidity planning. Further agenda items included an update from the Executive Board on the Spotlight project and the issue of US tariffs. Ahead of the Annual General Meeting, a hybrid Supervisory Board meeting with online and in-person participation was held on 27 May 2025. In addition to current information on the Annual General Meeting provided by the Executive Board, the agenda included strategic, capital market and personnel topics. Further priorities were Executive Board and Executive Board remuneration matters as well as the determination of the Supervisory Board training topics for 2026. The Board also discussed in detail the results of the annual efficiency audit. This was conducted internally based on a questionnaire developed with external support and continuously adapted to new legal requirements. Furthermore, the Supervisory Board resolved amendments to the rules of procedure of the Executive Board and the Supervisory Board. Following the Annual General Meeting on 4 June 2025, the Supervisory Board met in person for its constitutive meeting. Due to the change on the shareholder side following the election of Ms Kalb as successor to Prof. Lanza, the Supervisory Board made adjustments to the composition and chair of the Strategy Committee.

During the strategy day on 23 July 2025, which was held as a hybrid meeting with online and in-person participation, the central priorities of the strategy process as well as current strategic initiatives of various business units were presented to the Supervisory Board. These were discussed and deliberated at length in the committee. The agenda was supplemented by the discussion of various special topics.

At the Supervisory Board information meeting on 4 August 2025, held in hybrid form with online and in-person participation, the Supervisory Board focused on the half-year figures for 2025 and the forecast for the full year 2025, including liquidity planning. In addition, the Supervisory Board dealt with reports from the Executive Board on the status of implementation of the Spotlight project and the risk assessment in connection with US tariffs. At the in-person meeting of the Supervisory Board on 30 September 2025, the Executive Board presented the high-level business plan for the years 2026 to 2030, as well as current status reports on the development of various business areas and units, strategic initiatives and projects to increase profitability. Governance topics were also on the agenda. Due to the retirement of Mr Weippert on 30 September 2025, the Board elected Mr Dotterweich as the new Deputy Chairman of the Supervisory Board representing the employees. At the same time, vacant seats on the committees were filled. Details on the current composition of the bodies can be found on the company’s website.

At the Supervisory Board information meeting on 4 November 2025, held in hybrid form with online and in-person participation, the Supervisory Board focused on the Q3 2025 report and the forecast for the 2025 financial year, including liquidity planning. A further focus was the current status update on the Spotlight project. At a hybrid Supervisory Board meeting on 11 December 2025 with in-person and online participation, the Executive Board presented in detail the corporate and investment plans for 2026 and provided an outlook for the following years until 2030. The Supervisory Board approved the corporate and investment budget for 2026 and acknowledged the medium-term plans. In addition to strategic initiatives and projects, the Board dealt with personnel and governance matters. Furthermore, the head of compliance, internal auditing and risk management submitted his status report. The Executive Board provided information on the planned agenda items for the Annual General Meeting on 17 June 2026. Finally, the Supervisory Board set the STI and LTI targets for Executive Board remuneration for the 2026 financial year.

Much of the Supervisory Board’s work is performed by its various committees. Five committees assist the Supervisory Board in the performance of its duties by preparing the resolutions to be passed by the Supervisory Board and the matters to be discussed in the plenary sessions. The Personnel Committee met five times and the Nominating Committee once, in each case via video conference. Of the seven meetings of the Audit Committee, four were held in hybrid form with in-person and online participation and three as video conferences. In addition to the strategy day, a further two meetings of the Strategy Committee were held during the year under review. Both the strategy day and the two meetings of the Strategy Committee were held in hybrid form with in-person and online participation. It was again not necessary for the Mediation Committee appointed under section 27 (3) of the Codetermination Act to convene in 2025.

In addition to examining the quarterly reports, updated forecasts and cash budgets, one of the main tasks of the Audit Committee was to review in detail the annual financial statements of Koenig & Bauer AG and the consolidated financial statements as well as the combined management report, the non-financial Group report and the corresponding audit reports, together with the remuneration report for the members of the Executive Board and the Supervisory Board. Throughout the entire process of preparing the financial statements, regular meetings were held between the Chair of the Audit Committee and the external auditor. During the discussion of the annual financial statements, the representatives of the statutory auditor reported to the committee on the results of their audit and were available to answer any questions and for detailed discussion of various matters. The Audit Committee prepared the approval and adoption of the financial statements and the remuneration report by the Supervisory Board. To ensure auditor independence, the required declaration of independence was obtained. In a project conducted with an external specialist, the quality of the audit of the financial statements was evaluated using a comprehensive catalogue of criteria, both in absolute terms and in a benchmark comparison. In addition, the committee dealt with the management letter for the external audit of the financial statements for 2024. The Audit Committee also prepared the proposal for the election at the Annual General Meeting of the external auditor of the annual financial statements and the consolidated financial statements and of the external auditor of the non-financial consolidated report. The Audit Committee reviewed the non-auditing activities requested by the company from the external auditor on a quarterly basis. In addition to determining the priorities of the external audit of the financial statements, the Audit Committee also discussed the compliance management system and the compliance plan, internal auditing and the audit plan, the risk management system, the risk situation within the Group, and the risk report, the internal control system, export control, ESG issues, cybersecurity, as well as the US tariff issue and the hedging of currency risks from US dollar positions. In addition, the Committee received comprehensive and regular updates on the progress of SAP migration and the organisational project for the interaction of governance, risk management and compliance (GRC). The Audit Committee also dealt with new ESG regulations and the implementation status within the Group. Extraordinary meetings of the Audit Committee were devoted to the supplement to the Group’s IFRS accounting guidelines and the effects of global minimum taxation (Pillar 2). Alongside the new OneStream consolidation software, the committee was briefed on the changes resulting from the IFRS 18 standard and the implementation plan, including possibilities for defining Management-Defined Performance Measures (MPMs). The Chief Financial Officer and the Chief Executive Officer regularly attended the meetings of the Audit Committee. The Chair of the Audit Committee regularly conducts governance roadshows to maintain personal contact with proxy advisors and major investors. At the governance roadshow at the beginning of 2025, Executive Board remuneration topics and the remuneration report were at the centre of the constructive exchange.

Alongside matters of current relevance, the Personnel Committee primarily dealt with Executive Board, remuneration and governance issues in the year under review. A significant focus was on preparing for the generational transition on the Executive Board. In close coordination with the Supervisory Board, the Personnel Committee coordinated the individual steps of the Executive Board transformation and prepared the required resolutions. Furthermore, the committee oversaw the preparation of the remuneration report and developed further Supervisory Board draft resolutions on variable remuneration, target agreements with the Executive Board, governance, committee composition and training of the Supervisory Board in the following year. The Nominating Committee prepared a recommendation for the election of a candidate for the Supervisory Board at the next Annual General Meeting. In the year under review, the Strategy Committee focused on the “IMPACT 2030+” Group strategy framework as a further development of the “Exceeding Print” strategy, as well as the digital activities of Koenig & Bauer Kyana. Furthermore, the Executive Board informed the committee about modularisation, M&A and market strategies in different business areas, as well as geostrategic impacts such as trade tariffs and global political developments.

The application and further development of the corporate governance rules by the company, particularly the implementation of the recommendations of the Code, are regularly monitored by the Supervisory Board. The Corporate Governance Statement published on the Company’s website describes the activities of the Supervisory Board with regard to the Declaration of Compliance pursuant to section 161 of the German Stock Corporation Act.

At its meeting on 18 March 2026, the Supervisory Board adopted the annual financial statements for Koenig & Bauer AG as of 31 December 2025 prepared by the Executive Board and the remuneration report for the members of the Executive Board and the Supervisory Board for 2025 and approved the consolidated financial statements for the Koenig & Bauer Group as of 31 December 2025, including the combined management report and separate non-financial Group report, following a discussion with the auditors, its own careful examination and intensive deliberation. The annual financial statements of Koenig & Bauer AG are thus duly adopted in accordance with section 172 of the German Stock Corporation Act. The resolutions were prepared by the Audit Committee. The Chair of the Audit Committee reported to the Supervisory Board in detail on the results of the intensive audits and the committee’s findings as well as on the discussions with the auditors and the Executive Board. The auditors reported at length to the Supervisory Board on their audit procedures and findings and were available to answer additional questions. The Supervisory Board and the Audit Committee also consulted with the auditor without the Executive Board. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft in Frankfurt am Main, Nuremberg branch, issued unqualified audit opinions for both sets of financial statements, including the combined management report. Furthermore, the separate non-financial Group report underwent a voluntary limited assurance review by PricewaterhouseCoopers GmbH. The Supervisory Board, like the Audit Committee, approved the auditor’s findings at its meeting on 17 March 2026 based on its own review. Neither body raised any objections to the consolidated financial statements, the annual financial statements of Koenig & Bauer AG, the combined management report, the non-financial Group report or the remuneration report for 2025.

The external auditor also confirmed that the Executive Board had established a risk early detection system meeting the requirements of section 91 (2) of the German Stock Corporation Act. The information and monitoring system, which is appropriate and meets the requirements of the Company, appears to be suitable in terms of its design and actual implementation to identify at an early stage any developments liable to jeopardise the Company’s going-concern status. No material shortcomings in the internal control system and the early risk detection system were reported.

The Supervisory Board would like to thank the entire workforce, the employee representatives, the managers and the Executive Board for the trustful cooperation and high level of personal commitment in 2025. We express our special gratitude to our shareholders for their loyalty to the Company.

Würzburg, 18 March 2026
Koenig & Bauer AG Supervisory Board


Prof. Dr.-Ing. Raimund Klinkner
Chair of the Supervisory Board