Dear Shareholders,
During the 2025 fiscal year, the Administrative Board performed the duties incumbent upon it under the law, the rules of procedure, and the Articles of Association with due diligence and to the fullest extent.
The Administrative Board managed the company, determined the focus of its business activities, and continuously monitored the work of the Managing Director, advising him both verbally and in writing. The Administrative Board was informed in a timely manner of all transactions of particular significance. Transactions requiring approval were submitted to the Administrative Board by the Managing Director in a timely manner. The Administrative Board thoroughly reviewed all reports and documents. All transactions requiring approval were approved.
COMPOSITION OF THE ADMINISTRATIVE BOARD
During the reporting period, the Administrative Board consisted of the following members:
Juan Rodriguez (since 24 September 2022; Chairman)
Dr. Martina Wimmer (since 28 June 2023; Deputy Chairman)
Leon Sander (since 10 June 2024; Member of the Administrative Board)
Pursuant to Section 7(3) of the Articles of Association, the Administrative Board consists primarily of non-executive members, with Leon Sander being the sole executive member of the Administrative Board.
COMMITTEES OF THE ADMINISTRATIVE BOARD
Since the admission of the Company's shares to the regulated market on 6 October 2022, the Administrative Board concurrently functions as Audit Committee with identical personnel. No further committees of the Administrative Board have been established.
MEETINGS OF THE ADMINISTRATIVE BOARD
During the 2025 fiscal year, the Administrative Board held a total of 3 meetings (via videoconference), which were attended by all members of the Administrative Board and the managing directors. The Administrative Board passed an additional written resolution by circulation on November 11, 2025.
FOCUS OF THE DELIBERATIONS OF THE ADMINISTRATIVE BOARD
In addition to the regular statutory reporting, the Administrative Board focused its deliberations in its meetings, in particular, on the following topics:
Meeting on 24 April 2025: Q1 Meeting: Administrative Board meeting toapprove, among other items, the Corporate Governance Statement, the Compensation Report, AGM materials, the 2024 Financial Statements and Management Report, and the Risk Report
Meeting on 25 September 2025: Meeting on 12 December 2025:Q2/Q3 Meeting: Administrative Board meeting regarding the 2025 half-year financial statements, the H1 2025 management report, and risk reporting
Q4 Meeting: Telephone resolution regarding the sale of the TRIP stake, the acquisition of Periskop Partners shares/options, and an update on risk reporting
The Managing Director informed the Administrative Board regularly and comprehensively about the Company's planning, the course of business and the current situation of the Company, and complied fully with their duties to provide information at all times. The Administrative Board also dealt in detail with the economic situation and the operational and strategic development and discussed the further development of the Company.
ANNUAL AUDIT
At the Annual General Meeting on 06 June 2025 Forvis Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft ("Forvis Mazars" of the "Auditor") was elected as auditor of the Annual Financial Statements for the financial year 2025 at the proposal of the Administrative Board. Forvis Mazars completed the audit of the Annual Financial Statements and the Management Report for the financial year 2025 and issued an unqualified audit opinion which is included elsewhere in this Annual Report.
The draft financial statement documents, the draft audit report and the main points of the audit were discussed in detail with the Auditor at the Administrative Board meeting on 29 April 2026. The draft auditors reported on the main findings of their audit and were available to the Administrative Board to answer questions and provide additional information.
The Annual Financial Statements and the Management Report as of 31 December 2025 have thus been prepared in full in accordance with the provisions of the German Commercial Code (HGB) and audited by Forvis Mazars. Following an intensive discussion of the audit results, the Administrative Board approved the Annual Financial Statements and the Management Report for the 2025 financial year on 29 April 2026. The Annual Financial Statements of 029 Group SE were thus adopted in accordance with § 47 para. 5 SEAG.
CORPORATE GOVERNANCE
In the past financial year, the Administrative Board continuously monitored the implementation of the provisions of the German Corporate Governance Code and the development of corporate governance standards.
The Corporate Governance Statement of 029 Group SE to be issued pursuant to Section 289f of the German Commercial Code (HGB), which includes in particular the Declaration of Compliance pursuant to Section 161 of the German Stock Corporation Act (AktG), disclosures on significant corporate governance practices, as well as a description of the working methods of the Managing Director and the Administrative Board, and the corporate governance report, can be accessed at the website:
German:
https://www.029-group.com/de/investor-relations
English:
https://www.029-group.com/investor-relations
Information on corporate governance in the Company and a detailed report on the amount and structure of the remuneration of the Managing Directors and the Administrative Board can be found in the Corporate Governance Statement and the Remuneration Report, respectively.
During the reporting period, no conflicts of interest arose among individual members of the Administrative Board or the managing directors that are required to be disclosed to the Administrative Board or reported to the Annual General Meeting.
On behalf of the Administrative Board, I would like to thank all of our shareholders for their continued support in the past financial year.
Berlin, 29 April 2026
For the Administrative Board:
Juan Rodriguez, Chairman of the Administrative Board