Published on March 11, 2026 Annual Report 2025

To our shareholders Group management

report

Sustainability reporting Remuneration

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Consolidated and individual financial statements

Services

1. In accordance with the requirements of IFRS 5.

2. Inventories + trade receivables (incl. contract assets) + supplier bonus receivables - trade liabilities (including contract liabilities and advance payments received)

Group shipments

Kloeckner Metals Europe 36%

Group sales

Kloeckner Metals Americas 64%

Kloeckner Metals Europe 41%

Kloeckner Metals Americas 59%

Klöckner & Co SE Annual Report 2025 2

‌Contents

Management Board 7

Report of the Supervisory Board 8

Supervisory Board 14

Klöckner & Co on the capital market 15

Group management report 18

Fundamental information about the Group 19

Economic report 24

Single-entity financial statements

of Klöckner & Co SE 37

Other disclosures 39

Macroeconomic outlook including

key opportunities and risks 41

Group forecast 52

Corporate Governance Statement 53

Remuneration report 121

Consolidated Financial Statements 143

Consolidated statement of income 144

Statement of comprehensive income 144

Consolidated statement of financial position 145

Consolidated statement of cash flows 146

Summary of changes in consolidated equity 147

Notes to the consolidated

financial statements 149

Declaration of the Management Board 213

Independent Auditor's Report 214

Balance sheet 222

Movements in intangible assets, property, plant

and equipment and non-current investments 223

Notes to the financial statements 224

Declaration of the Management Board 232

Independent Auditor's Report 233

Additional information concerning the consolidated and individual financial statements 243

Services 246

Disclaimer 247

Financial Calendar 248

Contact/Imprint 248

Klöckner & Co SE Annual Report 2025 3

‌To our shareholders Group management

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Letter to the shareholders 5

Management Board 7

Report of the Supervisory Board 8

Supervisory Board 14

Klöckner & Co on the capital market 15

Klöckner & Co SE Annual Report 2025 4

To our shareholders Group management

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Dear Shareholders, Ladies and Gentlemen,

In the past fiscal year 2025, Klöckner & Co once again held its own in a challenging market environment, made significant progress, and laid important groundwork for the future. Increasing geopolitical uncertainty, trade policy measures and a marked fragmentation of international economic relations caused global economic growth to slow over the last year. The associated ongoing volatility of the commodity markets placed severe demands on the entire industry. Nevertheless, we have made excellent progress on our way to becoming the leading metals processor and service center company and have been able to consistently implement our strategy.

Business combination agreement with Worthington Steel harbors opportunities for further growth

The signing of a business combination agreement with Worthington Steel is an important step for the future of Klöckner & Co. We believe that Worthington Steel is the ideal partner to help us accelerate the implementation of our strategy, "Klöckner & Co: Leveraging Strengths - Step Up 2030," and boost our long-term competitiveness. Because Worthington Steel has clearly committed to our course and supports our strategic direction. Together, we will continue advancing the values that unite us: safety, quality, and operational excellence. Additionally, Worthington Steel provides us with the experience, networks and flexible resources to support our growth. Our shared focus and complementary business models create significant opportunities for further sustainable growth and extend our footprint in North America and Europe.

After thorough consideration, the Management Board and Supervisory Board have concluded that the successful implementation of the takeover offer from Worthington Steel is in the best interests of our Company and our stakeholders. We therefore recommend that our shareholders accept the offer and tender their Klöckner & Co shares. The acceptance period runs until March 12, 2026, 24:00 hours (local time in Frankfurt am Main), unless extended.

We continued our positive development in 2025

Despite ongoing trade conflicts and the associated economic uncertainties, we made shipments of 4.5 million tons, notably thanks to further gains in market share in the USA. In Europe, the challenging macroeconomic environment led to a slight decline in demand. Due to price and exchange rate effects, sales fell slightly to

€6.4 billion. Operating income (EBITDA) before material special effects increased considerably despite the challenging macroeconomic environment and amounted to €171 million, while net income was a negative

€-53 million. Basic earnings per share therefore came to a negative €-0.54. For the fourth year in a row, cash flow from operating activities was positive, amounting to €110 million in 2025. We also generated a significantly positive free cash flow of €105 million in fiscal year 2025. In light of the positive cash flow from operating activities, the Management Board and Supervisory Board will propose a dividend of €0.20 per share at the Annual General Meeting.

"We made important strategic decisions in fiscal year 2025.

Through the planned business combination with Worthington Steel and our consistent focus on higher value-added business areas, we are positioning Klöckner & Co as the leading metals processor and the leading service center company in the strong North American and European economic regions."

Guido Kerkhoff

Chief Executive Officer (CEO)

Consistent further evolution and implementation of corporate strategy

With "Klöckner & Co: Leveraging Strengths - Step Up 2030," the next iteration of our corporate strategy developed in 2025, we are now transitioning to the next phase of our strategic plan. Building on the successes of the previous strategy, we will focus even more intensively than before on promoting sustainable and profitable growth and securing its long-term competitiveness.

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Our goal is to become the leading metals processor and the leading service center company in the strong North American and European economic regions with consistent focus on maximizing customer benefit. As a result, we aim to benefit from higher profitability and to considerably reduce earnings volatility and dependence on steel price trends. In the past fiscal year, we took important steps towards achieving this goal.

Ongoing focus on higher value-added business

Against this backdrop, the successful sale of our Brazilian subsidiary Kloeckner Metals Brasil and the disposal of eight distribution sites of our US subsidiary Kloeckner Metals Corporation represent major milestones in the successful implementation of our strategy. They fit seamlessly with our existing strategic initiatives and portfolio transactions and further sharpen our focus on higher value-added business. These measures thus allow us to redeploy capital to areas with more stable demand and higher profitability.

Early this year, we also announced that we intend to sell the Becker Group. This step is also aimed at enabling even stronger focus on higher value-added business in Europe.

Expansion of our product and service portfolio through strategic investments

As well as focusing more strongly on profitable business areas, the last year also saw us drive growth in future-oriented industries. Early in the year, we successfully completed the acquisition of Haley Tool & Stamping near Nashville, Tennessee (USA). Through the acquisition, Klöckner & Co has expanded its manufacturing capabilities with state-of-the-art punching presses, allowing it to actively leverage operational synergies across all Klöckner locations in the region. This move lets us accelerate our growth in the automotive, aerospace and industrial manufacturing sectors.

We have also significantly increased our electrical steel capacity in North America to meet the rapidly growing demand from the power grid infrastructure, renewable energy and data center sectors. The construction of a state-of-the-art manufacturing and service center for grain-oriented electrical steel is an important step toward capitalizing on the growth potential of this industry.

We have also opened up new growth potential in Europe with the integration of Ambo Stahl, a Cologne-based company specializing in wear-resistant and high-tensile special steels, ballistic and armor steels. Expanding our product and service portfolio, especially in special steels for the defense and infrastructure industries, strengthens our position as a technology partner in promising sectors and means we can benefit from increased defense spending across Europe.

Also last year, Klöckner & Co acquired Simfloc, a Swiss company specializing in the installation of building services. This step makes Swiss subsidiary Debrunner Koenig Group the first end-to-end provider of building installations in Switzerland, thus opening up new markets.

Sustainability and digitalization as growth drivers

Klöckner & Co continues to focus on sustainable business models and innovative digital solutions. Through targeted investment in automation and digitalization, we are strengthening our business's scalability and laying the groundwork for long-term profitability. A key component of our sustainability strategy is expanding our range of CO2-reduced products and services, particularly via the Nexigen® platform.

The success of Klöckner & Co is based to a major extent on the commitment and expertise of our employees.

I would like to express my thanks to them for their dedication and commitment over the past fiscal year. Similarly, I would like to thank our Supervisory Board for their trusting partnership and valuable support.

And I would like to thank you, our valued shareholders, for your trust and support on our journey of transformation. Together, we are laying the groundwork for Klöckner & Co's successful future - as the leading metals processor and the service center company in the strong North American and European economic regions.

Sincerely,

Guido Kerkhoff

Chief Executive Officer (CEO)

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John Ganem

MEMBER OF THE MANAGEMENT BOARD (CEO AMERICAS)

Born in 1969, Member of the Management Board since August 1, 2019, and

appointed until July 31, 2028. As Chief Executive Officer Americas (CEO Americas), he is responsible for operations in the Kloeckner Metals Americas segment.

Guido Kerkhoff

CHIEF EXECUTIVE OFFICER (CEO)

Born in 1967, Chairman of the Management Board of Klöckner & Co SE

since May 13, 2021 and appointed until August 31, 2029. He is responsible for the coordination of the Management Board and functionally responsible for

the divisions Corporate Strategy/M&A, Group HR, Pensions & Insurances, Investor Relations, Internal & External Communications, kloeckner.i (including Group IT), Legal & Governance/Risk/Compliance and Sustainability. In addition, he is responsible for the operational business in the Kloeckner Metals Europe segment and Strategic Procurement.

Dr. Oliver Falk

MEMBER OF THE MANAGEMENT BOARD (CFO)

Born in 1962, Member of the Management Board since August 1, 2019 and appointed until July 31, 2028.

As Chief Financial Officer (CFO) he is responsible for Corporate Accounting/Governance & Finance

Transformation, Corporate Controlling, Corporate Taxes, Corporate Treasury, Facility Management and

Internal Audit.

Klöckner & Co SE Annual Report 2025 7

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During the reporting year, the Supervisory Board once again performed, with due care, the duties incumbent upon it by law, the Company's Articles of Association and the Rules of Procedure.

The Supervisory Board supervised and regularly advised the Management Board, and satisfied itself that the Management Board's decisions and actions were legally compliant, orderly and fit for purpose. Where appropriate, the Supervisory Board consulted external experts and relevant studies. The Supervisory Board adopted resolutions as required by law, the Articles of Association or the Rules of Procedure, in each instance after thorough and careful appraisal. This notably included transactions and measures for which the Articles of Association and/or Rules of Procedure require the Management Board to obtain Supervisory Board approval; after in-depth consultation, the Supervisory Board granted the required approval in each case.

The Supervisory Board was involved on a timely basis in all matters of fundamental importance. To this end, the Management Board provided the Supervisory Board with information on planning, the Company's business and financial situation, and all business transactions of importance to the Company and the Group, both in and between Supervisory Board meetings. This notably includes Worthington Steel's interest in acquiring the Company, which was made public during the reporting year. The Supervisory Board, together with the Management Board, has very carefully reviewed the public takeover now proposed and the non-binding expressions of interest received during the reporting year. Together with the Management Board, the Supervisory Board has concluded that the proposed transaction offers significant opportunities for Klöckner & Co. Accordingly, a business combination agreement was signed with Worthington Steel on January 15, 2026, after the end of the reporting period. Following an in-depth review of the offer document, the Supervisory Board and the Management Board jointly decided on February 12, 2026 to recommend that shareholders accept the offer.

Supervisory Board meetings regularly included reports on the overall economic climate, the industry situation and the business performance of the Klöckner & Co Group and its segments, key performance indicators and the performance of the Klöckner & Co share price. Risk exposure, risk management, the internal control system and compliance (including data protection and information security) and sustainability topics were also covered in detail. The corporate strategy and its implementation were addressed at almost all meetings of the Supervisory Board during the reporting year. The corporate strategy was discussed in particular detail at the September meeting; in addition, a strategy workshop was held together with the Management Board as part of an extraordinary Presidium meeting in March. In all instances, the Supervisory Board was supplied with comprehensive documentation.

Both in plenary sessions and in committee meetings, the members of the Supervisory Board thoroughly reviewed the Management Board's reports and intended actions and made various suggestions. Information was also exchanged on a regular basis between meetings. Written reporting by the Management Board during the reporting year once again centered on the detailed monthly Board Reports. Independently of this, the CEO, in most cases together with the CFO, held personal meetings with the Chairman of the Supervisory Board on a monthly basis to report on current business developments, salient issues and upcoming decisions, to discuss them with him and decide on the further course of action.

Organization of the Supervisory Board's work

The six-member Supervisory Board is made up entirely of shareholder representatives. The Supervisory Board has established two committees to carry out its duties: a Presidium and an Audit Committee, each with three members.

The members of the Supervisory Board are Prof. Dr. Dieter H. Vogel (Chairman), Dr. Ralph Heck (Deputy Chairman), Prof. Dr. Tobias Kollmann, Prof. Dr. E.h. Friedhelm Loh, Uwe Röhrhoff and Dagmar Steinert. All of the Supervisory Board members have many years of experience on management and/or supervisory bodies of various entities and, with their expertise, together very effectively cover the full range of responsibilities required by the Company.

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The Presidium comprises Prof. Dr. Dieter H. Vogel (Chairman), Dr. Ralph Heck and Prof. Dr. E.h. Friedhelm Loh. The Presidium also carries out the functions of a Personnel Committee and a Nomination Committee. The Audit Committee comprises Uwe Röhrhoff (Chairman), Prof. Dr. Dieter H. Vogel and Dagmar Steinert. Uwe Röhrhoff and Dagmar Steinert, as independent members of the Company's Supervisory Board, each meet the requirements of a "financial expert" with expertise in the field of financial reporting and auditing. The Audit Committee meets the requirements under the German Corporate Governance Code (hereinafter the "Code") and Section 100 (5) of the German Stock Corporation Act (AktG) with regard to the special expertise of its members. The Audit Committee also acts as the Sustainability Committee. In the latter capacity, it supports the Supervisory Board in monitoring the implementation of the Management Board's sustainability strategy, including sustainability reporting. Further information on the Audit Committee can be found in the Corporate Governance Statement in this Annual Report. At the plenary meetings, the committee chairpersons reported regularly and in-depth on topics covered in and outcomes of committee meetings. Where permitted by law, certain decision-making powers have been delegated to the committees.

The Management Board is closely involved in the work of the Supervisory Board. All members of the Management Board took part in the Supervisory Board meetings. The meetings of the Presidium were attended by the CEO; those of the Audit Committee were attended by the CFO and the CEO. In the course of its meetings, the Supervisory Board also regularly consulted without the Management Board. At the Audit Committee meetings on March 5, 2025 and July 30, 2025, which the auditor was asked to attend in the role of expert (to discuss the annual and consolidated financial statements, to discuss the sustainability reporting and to discuss the half-year financial report, respectively), a resolution of the Audit Committee was adopted stating that the presence of the aforementioned Management Board members was deemed necessary. In addition, the Audit Committee, initially without the presence of the Management Board, consulted with representatives of the auditor at the meeting on March 5, 2025. The July 30, 2025 meeting of the Audit Committee included a separate agenda item for consultation with the auditor without the Management Board.

It is the individual responsibility of the members of the Supervisory Board to keep themselves informed about current issues and matters relating to their professional practice, and to further their training and professional development. They are supported in this by the Company, which in particular reimburses reasonable expenses for external professional development activities. Moreover, an onboarding program is conducted for newly elected Supervisory Board members. As part of this, they receive a comprehensive information package and the legally required guidance documents. They also have the opportunity to meet the Management Board and, where appropriate, individual heads of corporate departments.

Meeting attendance

The Supervisory Board held a total of five plenary meetings in fiscal year 2025. The Presidium met four times in the reporting year and the Audit Committee five times. No resolutions were adopted by written procedure outside of meetings in the reporting year.

Except for the extraordinary meeting on December 8, 2025, which was held as a video conference, the plenary meetings were held in person, in some cases with individual members also attending by video call. All meetings of the Presidium during the reporting year were held in person. Three meetings of the Audit Committee took place via video conference. These were the meetings to discuss the first- and third-quarter interim management statements and the half-year financial report, prior to publication in each case. The March and December meetings were held in person.

Prof. Dr. E.h. Friedhelm Loh was absent from the Supervisory Board meeting on May 28, 2025 due to illness. Due to a potential conflict of interest in his capacity as our Company's largest shareholder (through SWOCTEM GmbH), Prof. Dr. E.h. Friedhelm Loh voluntarily refrained from attending the extraordinary plenary meeting on December 8, 2025, in which the Supervisory Board dealt exclusively with the expression of interest by Worthington Steel. Due to a conflicting appointment, he did not attend the plenary meeting of the Supervisory Board and meeting of the Presidium on December 16, 2025. Otherwise, all Supervisory Board and committee members attended all meetings in fiscal year 2025 (disclosure in accordance with Code Recommendation D.7). The cumulative attendance rate for all Supervisory Board meetings, including committee meetings, was consequently 93%.

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Supervisory Board meetings Presidium meetings Audit Committee meetings

1. Non-attendance was due to: illness (May 28, 2025); avoidance of a potential conflict of interest (December 8, 2025); scheduling conflict (December 16, 2025).

A detailed member-by-member overview of meeting attendance during the reporting year can be found above in tabular form. The overview can also be found on the Company's website: HTTPS://WWW.KLOECKNER.COM/EN/GROUP/SUPERVISORY-BOARD/.

Supervisory Board meeting agenda items and resolutions

During the fiscal year under review, the Supervisory Board regularly addressed the business situation, strategy implementation and strategy development, governance, risk and compliance issues as well as matters pertaining to the Management Board and Supervisory Board. Multiple meetings also covered reporting on ongoing projects including Group financing.

The Group's business performance in 2025 was notably influenced by a challenging economic environment and trade policy uncertainties. Largely driven by these general conditions, the Kloeckner Metals Europe segment recorded a slight fall in shipments. In the Kloeckner Metals Americas segment, on the other hand, shipments further increased due to gains in market share. Steel prices were volatile over the course of the year, particularly in the US, but were higher at the end of the reporting period than at the beginning of the year.

In addition to updates on market and business developments, the main topic of the Supervisory Board meetings was above all corporate strategy. As part of this strategy, the sale of eight distribution sites in the USA was decided and completed during the fiscal year, thus increasing the focus on higher value-added business and service center business. Furthermore, Klöckner & Co has further expanded its capabilities as a technology partner in the defense and infrastructure sector in Germany. Finally, the Supervisory Board dealt intensively with

the strategic orientation of and possible strategic options for the Becker Group. Another key matter during the reporting year consisted of the Supervisory Board's consultations on the expression of interest by Worthington Steel.

The Supervisory Board and the Management Board watched and analyzed share price performance throughout the reporting year. During the reporting year, capital markets were largely influenced by increased trade policy uncertainties. Market developments were also shaped by geopolitical events. Klöckner & Co's share price followed a positive trend in 2025 and ended the year significantly above the closing price from a year earlier.

The Supervisory Board also closely monitored the financing side. The Supervisory Board thus addressed the future structure of the European ABS program in 2025 in light of the sale, completed in 2024, of the country organizations in France, the United Kingdom, the Netherlands (excluding the metering business) and Belgium. As a result, following the Supervisory Board's approval, the European ABS program was renewed ahead of schedule in the reporting year and extended until 2028 with improved terms and conditions and a reduced volume.

Significant topics dealt with at the Supervisory Board meetings included the following:

At its meeting on March 5, 2025, the Supervisory Board approved, among other items, the Company's annual and consolidated financial statements for 2024, the Group non-financial report and the dependency report for fiscal year 2024. Additionally, the 2024 bonus was discussed and a resolution adopted under the "Management Board matters" agenda item. Current market and business development was also addressed, as were corporate strategy and measures to improve operations in the Becker subgroup. Further topics comprised the engagement for the audit of the financial statements, for the substantive audit of the remuneration report and for the review of the sustainability reporting for the fiscal year 2025. Moreover, the Supervisory Board adopted the proposals for the resolutions of the Company's 2025 Annual General Meeting, including the proposals for the relocation of the Company's headquarters and for election of the auditor for fiscal year 2025. Additionally, the Supervisory Board approved the commissioning of a management consulting firm to advise on improving operations within the Becker subgroup.

The Supervisory Board meeting on May 28, 2025 was largely devoted to preparing for the Company's Annual General Meeting, which was again held in person in the reporting year with the presence of shareholders. Current market and business developments were also discussed. During this meeting, the Supervisory Board approved the sale of a distribution site in the US and the extension and modification of the European ABS program.

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The Supervisory Board meeting on September 18, 2025 focused on business developments and corporate strategy. Other topics included Supervisory Board matters (Supervisory Board self-assessment), engagement of the auditor for a substantive audit of the 2025 income tax information report, and an update on the cyber resilience program at Klöckner & Co. Moreover, the Supervisory Board approved the sale of seven distribution sites in the US and an investment in a site in Mexico. The Supervisory Board discussed possible strategic measures within the segments in detail with the Management Board and adopted the relevant resolutions. In particular, this included a discussion of the various options for Becker. The expression of interest from Worthington Steel was also discussed at this meeting.

Worthington Steel's expression of interest was also the sole item on the agenda for the December 8, 2025 extraordinary meeting of the Supervisory Board. In this connection, the potential conclusion of a business combination agreement with Worthington Steel was discussed. The Management Board reported in depth on its assessment of the situation. The further course of action was also discussed in depth with the Supervisory Board.

At the meeting on December 16, 2025, the Supervisory Board primarily addressed corporate planning and the budget for fiscal year 2026 (including the three subsequent years). Another focus of the meeting comprised corporate governance issues, including the Declaration of Conformity. The meeting also addressed Management Board matters (the contract extension for Guido Kerkhoff, the setting of bonus targets for fiscal year 2026 and target remuneration for fiscal year 2026). Further topics discussed were the annual governance, risk, and compliance (GRC) report and the final report from the external management consulting firm commissioned to advise on improving operations in the Becker subgroup. The Climate Transition Plan was also approved. In addition, the Supervisory Board resolved that the commissioning of the auditor's audit of the annual financial statements for the reporting year should be extended in connection with implementing the new IFRS 18 financial reporting standard. Finally, the Supervisory Board gave the Management Board its consent to commission, as a precautionary measure, an external fairness opinion on any takeover offer from Worthington Steel.

An extraordinary meeting was held on January 15, 2026, after the end of the reporting period. At this meeting, the Supervisory Board approved the conclusion of a business combination agreement with Worthington Steel and also commissioned an independent external review of the takeover offer, separate from that commissioned by the Management Board. The Supervisory Board further resolved to allow members of the Management Board to tender any personal investment shares they had acquired that were still blocked and to suspend the obligation to purchase shares in respect of the bonus for the reporting year (see the relevant comments in the CORPORATE GOVERNANCE STATEMENT in the group management report and the comments in the REMUNERATION REPORT.

Reports from the committees

Presidium:

The Presidium met a total of four times in 2025. The standard agenda items in all ordinary meetings of the Presidium comprised business development, the corporate strategy and the agenda for the following Supervisory Board meeting.

The meeting of the Presidium on March 5, 2025 dealt with Management Board matters (the bonus for 2024 and implementation of the action plan for business stabilization in Europe).

In an extraordinary meeting held on March 28, 2025, the Presidium consulted in depth on corporate strategy.

The Presidium once again addressed corporate strategy in detail in its meeting on September 18, 2025. Other topics included Supervisory Board matters (Supervisory Board self-assessment).

At the meeting on December 16, 2025, Worthington Steel's expression of interest was discussed. The Management Board reported to the Presidium in depth on the current status. The Presidium consulted in detail on this basis.

Other topics addressed at this meeting included corporate governance (Declaration of Conformity), Supervisory Board matters (Supervisory Board elections at the 2026 Annual General Meeting) and the budget for 2026. In addition, the Presidium discussed Management Board matters (extension of Guido Kerkhoff's contract, setting of bonus targets for fiscal year 2026, and target remuneration for fiscal year 2026).

Audit Committee:

The Audit Committee met five times in total.

At the meeting on March 5, 2025, the Audit Committee dealt mainly with the Company's annual and consolidated financial statements for 2024, as well as the Group non-financial report and the dependency report to be prepared for fiscal year 2024 (in each case with the auditor); the Audit Committee initially consulted with the auditor without the Management Board. At the meeting on March 5, 2025, the Audit Committee also discussed the recommendation for the proposal for the election of the auditor for fiscal year 2025 and for the substantive audit of the remuneration report and the auditor's review of the sustainability reporting for fiscal year 2025 (in each case also including classification of such service as a non-audit service). The Audit Committee saw no need to recommend to the Supervisory Board any additional focal points for the audit beyond the key audit matters yet to be determined for the statutory audit of the financial statements. The expected reaction of the capital market to the 2024 annual figures was also discussed, as were governance matters (internal control system, risk management, compliance, data protection, information security and sustainability).

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At the meetings held on April 29, 2025, July 30, 2025, and October 30, 2025, the drafts of the half-year financial report and interim statements were discussed prior to publication (the half-year financial report was also discussed with the auditor). The Audit Committee brought up points and suggestions in the course of the discussion. The expected response of the capital market was also covered. Additional focal issues were the development of the Group's business and financial situation as well as the market situation. All this was discussed with the members of the Management Board in attendance, on the basis of Management Board reports and the key performance indicators. Furthermore, other topics were regularly dealt with on the occasion of interim reporting, in particular those topics relating to governance (the internal control system, risk management, compliance, data protection, information security and sustainability) and the committee's internal activity list. The Audit Committee also heard reports on the current status of implementation of the business stabilization action plan and the external review on improving operations in the Becker subgroup. In the meeting on April 29, 2025, the Audit Committee revisited the audit findings of the Corporate Internal Audit Department for fiscal year 2024 in a follow-up to the December 2024 meeting. On July 30, 2025, the Audit Committee addressed the engagement of the auditor for the 2025 income tax information report, issued a recommendation on the matter and approved the associated provision of a non-audit service. At the meeting on October 30, 2025, the audit planning was discussed for the fiscal year 2025 together with changes to be expected as a result of the new IFRS 18 financial reporting standard (including with regard to the audit by the auditor accompanying its introduction).

The meeting on December 16, 2025 primarily addressed governance matters relating to internal control (the internal control system, the risk report, internal audit findings and the 2026 audit plan), the annual

report on governance, risk and compliance (GRC) topics, an update on information security, and the Climate Transition Plan. Committee-related topics were also covered, as was the need to prepare a dependency report for the fiscal year. Preparations were also made for the extension of the commissioning of the auditor's audit of the annual financial statements for the reporting year in connection with implementing the new IFRS 18 financial reporting standard.

At all of its meetings during the reporting year, the Audit Committee additionally addressed the non-audit services provided by the auditor and/or its network firms, including the approval of those services. The Audit Committee also consulted regularly with the auditor without the Management Board's involvement.

Corporate governance and Declaration of Conformity

On December 16, 2025, the Supervisory Board and the Management Board issued the Declaration of Conformity in accordance with Section 161 of the German Stock Corporation Act. The Declaration is permanently available to shareholders on the Company's website. It states that Klöckner & Co SE, with one exception, is fully compliant with all recommendations of the Code for the reporting year. With regard to the update to the Declaration this year, see DECLARATION OF CONFORMITY 2025, UPDATE OF THE DECLARATION OF CONFORMITY AND APPLICATION OF THE GERMAN CORPORATE GOVERNANCE CODE in the

group management report. Further information on corporate governance can be found in this Annual Report in the CORPORATE GOVERNANCE STATEMENT section of the group management report.The Management Board and Supervisory Board keep abreast of changes to Code recommendations

and suggestions, along with their implementation. They also take part in related consultation procedures as required.

Treatment of conflicts of interest

The expression of interest from Worthington Steel potentially gave rise to a conflict of interest for Prof. Dr. E.h. Friedhelm Loh as our largest shareholder (through SWOCTEM GmbH). In light of this, Prof. Dr. E.h. Friedhelm Loh voluntarily refrained from attending the extraordinary meeting of the Supervisory Board on December 8, 2025, at which the Supervisory Board consulted exclusively on that topic.

In relation to the Supervisory Board, no other instances of conflicts of interest arose in the reporting year that had to be addressed by the Supervisory Board.

Audit of the 2025 annual and consolidated financial statements including

the dependency report and the Group non-financial report; preparation of the remuneration report

Klöckner & Co SE's annual financial statements for fiscal year 2025 and the consolidated financial statements and combined management report were audited and issued with an unqualified audit opinion by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, the auditor elected by the Annual General Meeting and engaged by the Supervisory Board. Klöckner & Co SE's annual financial statements and the combined management report for Klöckner & Co SE and the Group were prepared in accordance with German commercial law. Pursuant to Section 315e of the German Commercial Code (HGB), the consolidated financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the European Union. The audit reports and further documentation relating to the financial statements, including the Group non-financial report and the audit report thereon, were made available to all members of the Supervisory Board in a timely manner; the same applies to the dependency report and the audit report on that. These documents were dealt with in detail by both the Audit Committee and the plenary Supervisory Board. In particular, in relation to the annual and consolidated financial statements, the key audit matters described in the relevant audit opinion as well as the audit procedures applied were also discussed. The auditor took part in the discussions, reported on the material findings of their audit and responded to questions. The Management Board was also represented at these meetings (following a corresponding resolution by the Supervisory Board or the Audit Committee, as applicable). In the course of its meeting, the Audit Committee also consulted with

the auditor without the Management Board (in particular on the annual and consolidated financial statements). At the Supervisory Board meeting held on March 4, 2026 to approve the annual financial statements, the Chairman of the Audit Committee reported on the Audit Committee's consultations on the annual and consolidated financial statements and the combined management report. With regard to the risk early warning system, the auditor stated that the Management Board had taken the measures required in Section 91 (2) of

the German Stock Corporation Act in an appropriate manner - in particular for establishing a monitoring system - and that the monitoring system was capable of promptly identifying developments threatening the Company's ability to continue as a going concern. The same applies with regard to the internal control system and risk management system (in each case including the compliance management system) to be implemented in accordance with Section 91 (3) of the German Stock Corporation Act. The Supervisory Board noted with approval the results of the audit by the auditor and the explanations provided by the Chairman of the Audit Committee and, on completion of its own examination of the Company's annual financial statements, the consolidated financial statements and the combined management report - as well as in line with the Audit Committee's recommendation - did not raise any objections. With the Supervisory Board's approval of the

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annual financial statements and consolidated financial statements prepared by the Management Board, the annual financial statements are adopted.

The remuneration report for fiscal year 2025 contained in the Annual Report was prepared jointly by the Management Board and the Supervisory Board in accordance with Section 162 (1) of the German Stock Corporation Act and adopted by the Supervisory Board in its March 2026 meeting - as recommended by the Audit Committee. It was also reviewed by the auditor for its content. This audit did not give rise to any objections.

As part of its examination, the Supervisory Board also examined the Group non-financial report contained in the Annual Report (in the separate sustainability reporting section). The Supervisory Board was supported in its examination by the Company's auditor, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf: The latter was requested to perform, a limited assurance engagement on the Group non-financial report - as a non-audit service - and prepared a corresponding report which it submitted to the Supervisory Board, and reported on its activities verbally to the Supervisory Board. The report by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, and the Group non-financial report were discussed and validated in detail both by the Audit Committee and by the plenary Supervisory Board. The Supervisory Board noted with approval the findings of the limited assurance engagement performed by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, and, following its own examination - in line with the recommendation of the Audit Committee - came to the conclusion that the Group non-financial report meets the applicable requirements and that there are no objections to be raised.

The report of the Management Board on relations with affiliated companies to be prepared pursuant to Section 312 of the German Stock Corporation Act (dependency report) was audited by the auditor and issued by them with the following unqualified audit opinion:

"Based on our prudent audit and assessment, we confirm that

• the factual disclosures in the report are correct,

• the consideration given by the Company in the transactions listed in the report was not unreasonably high,

• there are no circumstances indicating a materially different assessment of the measures listed in the report than that made by the Management Board."

The Supervisory Board has examined the dependency report. On March 4, 2026, the dependency report and the auditor's audit report were addressed in detail and discussed with the auditor by the Audit Committee and the plenary Supervisory Board; the Supervisory Board noted the results of the auditor's audit with approval.

On completion of its own examination, and in line with the Audit Committee's recommendation, the Supervisory Board concluded that there were no objections to be raised to the dependency report including the Management Board's concluding statement.

Changes on the boards

The composition of the Supervisory Board of Klöckner & Co SE did not change in fiscal year 2025.

The composition of the Management Board of Klöckner & Co SE likewise did not change in fiscal year 2025. Guido Kerkhoff's term on the Management Board, which was set to end in August 2026, was extended during the reporting year by three years until 2029.

The Supervisory Board would like to thank the Management Board, all employees and the employee representatives of Klöckner & Co SE as well as of all Group companies for their dedication and hard work during the past fiscal year.

Düsseldorf, March 4, 2026

Prof. Dr. Dieter H. Vogel

Chairman

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Supervisory Board

Prof. Dr. Dieter H. Vogel

Managing Partner, Cassiopeia GmbH, Düsseldorf, Germany (Chairman)

Dr. Ralph Heck

Director Emeritus McKinsey & Company, Meggen, Switzerland (Deputy Chairman)

Prof. Dr. Tobias Kollmann

Professor of Digital Business and Digital Entrepreneurship at the University of Duisburg-Essen, Germany

Prof. Dr.-Ing. E.h. Friedhelm Loh

Entrepreneur, owner and chairman of Friedhelm Loh Stiftung & Co. KG, Haiger, Germany

Uwe Röhrhoff

CEO of Gerresheimer AG, Düsseldorf, Germany

Dagmar Steinert

CFO of Wienerberger AG, Vienna, Austria

Presidium

(also Personnel Committee and Nomination Committee)

Prof. Dr. Dieter H. Vogel

Chairman

Dr. Ralph Heck

Prof. Dr.-Ing. E.h. Friedhelm Loh

Audit Committee

(also Sustainability Committee)

Uwe Röhrhoff1)

Chairman

Dagmar Steinert1)

Prof. Dr. Dieter H. Vogel

1) Financial expert.

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‌Klöckner & Co on the capital market

Klöckner & Co shares

ISIN DE000KC01000 - German Securities Code (WKN) KC0100 Stock exchange symbol: KCO

Bloomberg: KCO GR Reuters Xetra®: KCOGn.DE

Share price performance

Capital markets were affected by high levels of uncertainty in 2025. Market sentiment was dampened by tariffs, protectionism and a moderate slowdown in the global economy. At the same time, fiscal risks and the possibility of an abrupt repricing of tech and AI stocks significantly increased volatility. Klöckner & Co shares got off to a slightly negative start in 2025 and reached a low of €4.35 on January 10. The share price then rose sharply to reach a provisional high for the year at €7.92 on March 19. In the following months, the share price fell significantly. On December 6, the ad hoc announcement on negotiations for a possible public takeover offer by Worthington Steel led to a sharp rise in the share price. The share price subsequently reached a new high for the year at €8.60 on December 12. This high level was largely maintained through the end of the year and the share price closed at €8.12 on December 30.

Key Data - Klöckner & Co share

*) Variation from past years due to different scope of trading volume (Xetra; Frankfurt).

**) In each case for the fiscal year. 2025: Proposal to the Annual General Meeting on May 20, 2026.

Performance of Klöckner & Co shares compared to the DAX®, SDAX® and index peer group (indexed values)

Over fiscal year 2025, the Klöckner & Co share price gained around 83% on the prior-year closing price. The Klöckner & Co share is benchmarked against a peer group index, which rose by approximately 114% in the reporting period. This index tracks the share price performance of companies that are comparable to Klöckner & Co and is based on the shares of thyssenkrupp, Salzgitter, ArcelorMittal, Voestalpine, Reliance, Olympic Steel, Ryerson and Worthington Steel. The German benchmark index, the DAX®, rose by 23%

compared to the previous year, while the SDAX® index gained almost 25%. In Deutsche Börse AG's December 2025 joint rankings of DAX®, MDAX® and SDAX® stocks covering a total of 160 companies, Klöckner & Co shares ranked 141st by free float market capitalization.

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Market capitalization

The Company's market capitalization was approximately €810 million at the end of the reporting period, compared to €443 million as of December 30, 2024.

Market capitalization (€ million)

12/30/2021

12/30/2022

12/29/2023

12/30/2024

12/30/2025

0 250 500 750 1,000 1,250

Annual General Meeting 2025

The 19th Annual General Meeting of Klöckner & Co SE was held in person in Düsseldorf on May 28, 2025. In total, more than 63% of the voting capital voted on resolutions. All resolutions proposed by the Supervisory Board and Management Board were approved by a clear majority of the shareholders.

Klöckner & Co once again made an online tool available to shareholders in the run-up to the Annual General Meeting. Shareholders were able to register for the Annual General Meeting on our website at HTTPS://WWW.KLOECKNER.COM. Using the online service, it was easy to order an admission ticket, submit authorizations and instructions for proxy holders and order postal voting documents. The tool also allows shareholders to request the invitation to the Annual General Meeting electronically through the e-mail service (electronic delivery). For registered users, this replaces delivery by postal mail.

All shareholders were able to follow a livestream of the entire meeting via the online service on the Klöckner & Co SE website, HTTPS://WWW.KLOECKNER.COM. In addition, the Annual General Meeting, up to the general debate, was livestreamed on the website for the public. The speeches by Supervisory Board Chairman Prof. Dr. Dieter H. Vogel and CEO Guido Kerkhoff remain available there for viewing.

Group of analysts

As in previous years, analysts continued to show strong interest in Klöckner & Co stock in 2025. Kepler Cheuvreux also resumed coverage of Klöckner & Co shares at the beginning of the year and has published regular analyses since. Seven analysts thus followed the development of the stock during the reporting period and published a large number of research reports. At the end of the year, six securities firms issued a buy recommendation, while another advised holding the share. No sell recommendation was made. Current analyst ratings can be viewed at any time in the "Investors/Stock/Analysts" section of our company website.

The following banks and securities houses had coverage of Klöckner & Co shares in fiscal year 2025: Deutsche Bank Metzler Equity Research

DZ Bank M.M. Warburg

LBBW Oddo BHF

Kepler Cheuvreux

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Ownership structure

Ownership structure of Klöckner & Co SE

Geographic breakdown of identified institutional investors of Klöckner & Co SE

Open and continuous communication

In the course of our investor relations activities, we made intensive use of the fiscal year 2025 to conduct an open and continuous dialogue with all capital market participants. In addition to the Annual General Meeting, members of the Management Board and the Investor Relations team informed existing and potential investors at numerous conferences and roadshows in Europe and North America about the operational business and the implementation of our Group and sustainability strategy.

investors 18%

Other

Retail investors 22%

Identified institutional investors 60%

UK and Ireland 2%

Continental Europe 4%

USA 16%

Rest of World 1%

Germany 77%

Detailed information can be found on our Investor Relations website under HTTPS://WWW.KLOECKNER.COM/EN/ INVESTORS/. All important information about Klöckner & Co SE shares is available there in digital form, including:

• Financial statements

• Company and capital market presentations

• Outlook on the development of key performance indicators

• Financial Calendar

• Current data on the share price development

The investor relations team once again commissioned regular analyses in 2025 in order to ascertain the ownership structure and the international distribution of investors. The analyses made it possible to conduct targeted investor relations activities for specific groups and enabled effective roadshow and conference planning. Some 98% of investors were identified as of December 31, 2025. Institutional investors accounted for approximately 60% of share capital held. About 22% of the share capital was held by retail investors.

According to voting rights notifications, SWOCTEM GmbH (Prof. Dr. E.h. Friedhelm Loh) was our largest shareholder at the end of the year with approximately 41.53%. Other major shareholders according to the voting rights notifications included Rossmann Beteiligungs GmbH, The Goldman Sachs Group, Inc., and Dimensional Holding Inc. (voting rights from shares and instruments).

Interactive tools also enable the analysis of our share and key financial figures. We also publish all relevant content on the Annual General Meeting.

Shareholders and other interested parties can also follow current developments at Klöckner & Co SE conveniently via newsletter. To be added to the mailing list, please send a message to IR@KLOECKNER.COM.

The Investor Relations team looks forward to your questions and suggestions. Please feel free to contact us at any time by telephone, email or letter mail.

Contact

Investor Relations

Phone: +49 (0) 211 88245-488

Fax: +49 (0) 211 88245-901

Email: ir@kloeckner.com

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Klöckner & Co SE Combined Management Report for Fiscal Year 2025

1. Fundamental information

   about the Group 19

   1. Group structure 19

   2. Business activities/business model 19

   3. Corporate strategy 20

   4. Control system 23

2. Economic report 24

   1. Macroeconomic conditions 24

   2. Sector environment 25

   3. Trend in key customer industries 26

   4. Comparison of the Group's actual business performance with the forecast

      from the prior year 26

   5. Results of operations, financial position

      and net assets 27

   6. Overall assessment of the

business situation 36

Klöckner & Co SE Annual Report 2025 18

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1. ‌Fundamental information about the Group

   ‌The statements marked in the management report with these parentheses [ ] and the website links are unaudited voluntary content that has been critically read by the auditor.

   1. Group structure

      The Group is divided into two operating segments: Kloeckner Metals Americas and Kloeckner Metals Europe. Headquarters functions not allocated to a segment are reported separately, together with consolidation adjustments, under Holding and other group companies.

      Klöckner & Co SE's subscribed share capital remains unchanged at a total of €249.38 million, composed of

      99.75 million no-par-value registered shares carrying full voting rights. Since the initial public offering at the end of June 2006, Klöckner & Co SE's shares have been listed on the Frankfurt Stock Exchange's Regulated Market (Prime Standard).

   2. ‌Business activities/business model

      Klöckner & Co is one of the [largest producer-independent] metals processors and one of the leading steel service center companies worldwide. As we are not affiliated with any particular steel producer, our customers benefit from our wide range of national and international sourcing options spanning some 35 main suppliers worldwide. Our key competitive advantages include economies of scale in global procurement, our broad product portfolio and customer access via an extensive sales and distribution network, in addition to a very wide range of processing services. Klöckner & Co plans to further expand its processing portfolio in order to benefit from the higher-margin processing business and from being significantly less dependent on steel price trends.

      With a focus on the "DACH" region (Germany, Austria and Switzerland) and North America, our global network provides customers with local access to over 110 distribution and service locations. The high level of availability of our roughly 154,000 products largely eliminates the need for our customers to hold inventory. Our customer base comprises more than 60,000 mostly small to medium-sized steel and metal consumers, primarily from the construction industry, machinery and mechanical engineering, the transportation industry and other metalworking companies.

      We provide customers with an optimized, end-to-end solution from procurement through logistics to prefabrication, including individual delivery and 24-hour service - processes we are increasingly digitalizing and automating. For example, we employ a variety of digital applications and tools that provide our customers and business partners with access to a broader spectrum of steel and metal products as well as services. We are constantly developing this digital portfolio in partnership with our customers. In addition, we see significant opportunities in the transformation toward sustainable business models and already offer our customers CO2-reduced solutions with regard to materials, processing, logistics and circularity solutions together with comprehensive advice in order to help customers build a sustainable value chain.

      Our 6,500 employees apply their skills and enthusiasm every day to meeting our customers' needs and wishes. Around 53% of our workforce is employed in Europe and 47% in the Americas.

      In both North America and Europe, the market for metals processing companies and service centers is highly fragmented. We have an estimated market share of approximately 8% in Europe and around 7% in the USA, putting us among the [top four metals processors and top three service centers] in both regions.

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   3. ‌Corporate strategy

      [Our strategy - "Klöckner & Co: Leveraging Strengths - Step Up 2030"

      Under the corporate strategy implemented in 2021, "Klöckner & Co 2025: Leveraging Strengths," the Company continued to develop successfully, improved its operational positioning and achieved important milestones.

      We are now entering the next phase of our strategic plan, with "Klöckner & Co: Leveraging Strengths - Step Up 2030."

      
      
      
      
      

      The core of our strategy is customer Centricity: We consistently align our products, services and processes with the needs of our customers in order to offer them the greatest possible added value and build sustainable partnerships.

      
      
      

      Under our growth strategy, we aim to become the leading metal processor and the leading service center company in the strong North American and European economic regions by 2030 - with one of the highest levels of profitability in the industry. To achieve this goal, we will continue to pursue organic and inorganic growth opportunities and expand our higher value-added business and service center activities. As a result, we will increase profitability while significantly reducing our exposure to steel price developments together with the volatility of our results.

      
      
      

      We will increase our focus on further diversifying and improving our product and service portfolio. The priority is to build a portfolio that generates even greater added value for our customers. This enables us to increase our share of wallet with existing customers, attract new customers, establish long-term contractual relationships -and thus further reduce the volatility of our results. Under the Nexigen® brand, we will increasingly offer our products and services in CO2-reduced form to meet growing demand in the years ahead.

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      We will further intensify our working relationships with strategic partners and suppliers. Furthermore, through targeted measures and complementary services, we will integrate our products and services deeper than ever into our customers' value chains to deliver solutions that create even more added value for our customers.

      
      
      

      We aim to offer customers the most efficient solutions and the best service. One of our main goals is seamless integration into our customers' value chains. To this end, we will continue to identify and eliminate process inefficiencies. Our increasingly digitalized and automated business processes will help us further increase data-driven decision-making and drive operational and sales excellence for greater efficiency. We will continue to leverage our extensive expertise in automation and digitalization through the global deployment of our AI-powered tools to achieve economies of scale and create value with minimal manual effort, moving toward a "zero touch" model.

      Sustainability strategy

      We view our dedicated sustainability strategy from an overarching environmental, social and governance (ESG) perspective and purposefully integrate that perspective. Social responsibility and reliable corporate governance are integral elements here alongside environmental aspects.

      
      
      

      We believe that in particular innovation, technology and new business models will enable the steel and metal industry's successful transformation to sustainability. As part of our Group strategy, we are consequently working as a pioneer of a sustainable steel industry to establish innovative business models by creating a comprehensive portfolio of sustainable customer solutions. By expanding our product and service portfolio, we are seizing the strategic opportunity to integrate the attractive business area of sustainable solutions into our business model.

      Under our Nexigen® umbrella brand, we have focused our sustainable product and service portfolio across the Group, providing transparent, CO2-reduced solutions in the categories of materials, processing, logistics, circularity (closed-loop) solutions and comprehensive Sustainability Advisory Services for sustainable customer solutions. In this way, we are already helping customers to source CO2-reduced steel and metal products, while our smart software solutions give them visibility into the carbon footprint of the products they buy. To provide our customers with optimum support in establishing sustainable value chains, we have introduced rating scales for our CO2-reduced steel, stainless steel and aluminum products. The calculation methodology is rooted in international, science-based standards and categorizes the CO2-reduced materials according to their certifiably calculated emissions along the entire value chain from resource extraction to production and processing, or cradle to Kloeckner exit gate. Our scales serve customers as a guide and a comparison tool for determining the carbon footprint of end products. Through partnerships, we already offer our customers CO2-reduced steel and metal products today.

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      Categorization for carbon steel, in kg CO2e per ton of steel.

      In addition, we provide customers with an individual product carbon footprint (PCF) for almost every item in our product portfolio. This allows customers to reliably, transparently and easily verify the carbon footprint of a product purchased from Klöckner & Co. With the Nexigen® PCF Algorithm, we have developed an innovative tool whose automated PCF calculation methodology is certified by TÜV SÜD. In calculating the PCF, the Nexigen® PCF Algorithm follows the internationally recognized Greenhouse Gas Protocol and ISO standards 14067, ref. 14040 and 14044. On the basis of those standards, the algorithm calculates a product's cradle-to-customer entry gate emissions. As a result, customers have information about the carbon footprint of their materials, thus enabling them to make more sustainable product decisions.

      With Nexigen® Data Services, we also enable active management of product carbon emissions. This technology solution provides customers with a transparent digital overview of the cradle-to-customer entry gate carbon emission history of all products sourced through Klöckner & Co, and automatically suggests alternative CO₂-reduced products together with corresponding potential for reductions compared to past orders.

      
      
      

      In recognition of our contribution to the decarbonization of the steel industry, we won the prestigious German Sustainability Award for the second time in succession in 2025. The repeat award underscores the fact that

      we have successfully integrated sustainability into our business model and are thus making an effective contribution to transformation in the long term.]

      
      
      

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   4. ‌Control system

      Financial performance indicators

      The most significant key performance indicators (KPIs) used in the management of Klöckner & Co's business in the year under review, as in the prior year, were shipments, sales, operating income (EBITDA - earnings before income from investments, interest, taxes, depreciation and amortization, and impairments reversals on intangible assets and property, plant and equipment) and cash flow from operating activities. These central KPIs were reported and monitored at the level of the Group as a whole as well as at segmental level.

      Shipments are a key performance indicator used in management of the distribution and service center business. This indicator is used to monitor growth as well as to determine capacity utilization, which is important for planning personnel and machine resources. As part of our strategy, we continue to step up our focus on higher value-added business and service center activities with the aim of becoming the leading metals processor and service center company in the strong North American and European economic regions by 2030. As a result, we will increase profitability while significantly reducing our exposure to steel price trends together with the volatility of our results. The most significant KPI for results of operations is operating income (EBITDA), or, if there are material special effects, EBITDA before material special effects. In order to increase its information value as an indicator of the sustainable operating earning power of the business, EBITDA is adjusted for certain material special effects. Special effects are effects that are not attributable to the operating business and/or relate to other periods. They include income and expenses from the sale of real estate and investments, income and expenses for restructuring, and other income and expenses that by nature are not attributable to the current operating business. The indicator makes it possible to present earnings from the operating business and allows better comparison with the corresponding earnings of other companies. The reconciliation of EBITDA before material special effects to EBITDA including material special effects is presented under group management report RESULTS OF OPERATIONS, FINANCIAL POSITION AND NET ASSETS.

      Asset intensity is rising due to the increasing focus on higher value-added business. Alongside operating income, net working capital (inventories plus customer receivables less supplier liabilities) is the primary driver of cash flow from operating activities. This cash flow thus forms an objective basis for measuring the performance of our business activities.

      In addition to these primary key performance indicators, we also monitor other important KPIs. Gross profit is sales less cost of goods sold and is thus an indicator of the Company's value creation. In view of the time lag between the setting of procurement and selling prices, we closely monitor price trends in procurement markets as a supporting measure. Return on capital employed (ROCE) is calculated as earnings before interest and taxes (EBIT) divided by the average capital employed. Net financial debt (financial liabilities less cash and cash equivalents) is an important indicator in the financial management of the Company. Changes in net financial debt also reflect cash generated by the business. Capital markets also take net financial debt into account valuing our Company. For that reason, we constantly monitor gearing (net financial debt/equity), equity and the leverage ratio (net financial debt/EBITDA).

      These key performance indicators are the basis of management processes and decision making at strategic and operating level, including for purposes such as investment and acquisition decisions. Changes in the key performance indicators are reported in the group management report RESULTS OF OPERATIONS, FINANCIAL POSITION AND NET ASSETS section.

      Non-financial performance indicators

      We believe that non-financial targets likewise support the Company's success. Accordingly, we have adopted suitable initiatives to improve workplace safety and health in our Company; one example is the Group-wide Safety 1st program. The measures aim to ensure safe working conditions as well as to reduce accidents at work and the costs they entail. Our key performance indicator for this purpose is the lost time injury frequency (LTIF). This is defined as the number of accidents/number of hours worked x 1,000,000.

      On the way to a sustainable steel industry, Klöckner & Co assumes social responsibility while at the same time exploiting the strategic opportunities offered by decarbonization. Our net zero carbon targets have been recognized by the Science Based Targets initiative (SBTi) as science-based targets in the standard validation process. The Group consequently aligns its business activities with science-based targets in order to contribute to limiting global warming to 1.5°C through appropriate measures. Contributing to the achievement of this global target, Klöckner & Co aims for a 62.5% reduction in its directly controllable emissions (Scope 1 and 2) by 2030 compared to the 2019 baseline.

      Digitalization and automation will continue to be a basis for the growth and long-term profitability of the Company as we strive to increase the transparency and efficiency of our supply chains. In 2025, we defined three corporate goals for digitalization. By means of our Kloeckner Assistant and the use of online shops and contract platforms, we aim to continuously increase the digital orders received by digital channels in total orders and the share of digital quotations in total quotations for customers. As a further measure of success in the digital transformation of our business, we have selected the efficiency of the digital ordering processes, defined as the number of manual corrections to orders received via digital channels as a percentage of the total number of digital orders.

      Employee satisfaction is a further factor in our business success. At a time when there is a shortage of skilled labor, it helps us retain employees for the long term, which positively impacts the performance and productivity of our business processes. For this reason, we measure employee satisfaction as part of our annual Group-wide employee survey and infer specific improvement measures where necessary.

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2. ‌Economic report

   1. ‌Macroeconomic conditions

      Economic environment

      Macroeconomic situation

      According to the International Monetary Fund (IMF), the global economy showed slight growth of approximately 3.3% during the reporting period. Whereas the performance of the economy was initially more robust at the start of the year, new trade policy measures, increasing uncertainty and a marked fragmentation of international economic relations caused global economic growth to slow over the reporting period. Tariffs in particular increased uncertainty and led to less economic growth. Many advanced economies suffered from declining labor inflows and aging populations, which led to weaker productivity. At the same time, global inflation developed unevenly. Inflation in the United States was above target, while the rest of the world kept inflation in check.

      According to the IMF, the US economy grew slightly by 2.1% year on year in 2025 and showed increasing signs of a slowdown after a robust start to the year. Although economic activity initially remained stable, partly due to trade and investment decisions brought forward in response to the new tariff policy, these temporary effects faded significantly as the year progressed. The US tariff policy only led to a moderate rise in consumer prices in the USA as many of the costs were not passed on in full to consumers. Companies and households increasingly felt the impact of the tariffs nonetheless. At the same time, the labor market cooled and demand for labor fell. In addition, the ongoing skills shortage was exacerbated by a slowdown in net immigration.

      Inflation remained more persistent in the US than in many other advanced economies, primarily because of consumers bearing the brunt of higher tariffs. In light of these developments, the Federal Reserve took a cautious stance as risks of above-target inflation continued to trend upwards.

      According to the IMF, the eurozone economy grew slightly in 2025 (by 1.4%) compared to the prior year. Economic growth was influenced by global uncertainties and increasing fragmentation. The eurozone also did better at the beginning of the year thanks to early trade and investment decisions, but this effect quickly faded. Despite declining inflation and the economic recovery ahead of the US tariff announcement, households continued to be cautious about investing due to subdued consumer and business confidence. The eurozone economy benefited during the period under review from increased defense spending and investment in the region's energy security.

      The IMF estimates that the Chinese economy grew considerably by 5.0% in 2025. China's economic growth was likewise influenced by front-loading effects ahead of US tariffs. Although exports to the United States subsequently fell, this was partially offset by higher exports to the eurozone and countries of the Association of Southeast Asian Nations (ASEAN). The Chinese economy continued to labor during the reporting period under the effects of the ongoing real estate crisis and weak consumer spending. China retained its expansionary fiscal policy to boost Chinese domestic demand.

      Development of GDP

      (in %) 2025 vs. 2024

      USA 2.1

      Mexico 0.6

      Europe*) 1.4

      Germany 0.2

      Switzerland 1.2

      Austria 0.5

      China 5.0

      *) Eurozone.

      Source: International Monetary Fund, Bloomberg, estimates (in some cases provisional).

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      ‌Industry-specific situation

      According to the World Steel Association, global crude steel production declined slightly in 2025 compared to the prior year (with a decrease of -1.9%) and totaled around 1,804 million tons. Output in the USA grew slightly by 3.1%, while the European Union recorded a slight decline of 2.6%. In China, crude steel production in 2025 was slightly down on the prior year (decrease of -4.4%).

      (in million tons)		2025		2024		Variance
      Germany		34.1		37.2		-8.3%
      EU-27, total		126.2		129.5		-2.6%

      Steel production

   2. Sector environment

      Klöckner & Co's highest-revenue customer sector in fiscal year 2025 was the construction industry, accounting for 28% of sales, followed by manufacturing and machinery and mechanical engineering with 27%. The third-largest customer sector was the automotive industry as part of the transportation industry, which accounted in total for 20% of sales.

      Customer sectors of Klöckner & Co SE (by sales)

      South America 41.5 41.9 -1.0%

      ion and

      
      
      

      Rest of Europe		42.8		43.2		-0.9%	Metal Transforming
      C.I.S. and Ukraine		81.3		84.8		-4.1%	7%

      USA		82.0		79.5		3.1%	Metal Distribut Other
      Rest of North America		25.4		26.4		-3.8%	7%
      North America total		107.4		105.9		1.4%	Appliances and

      Africa		23.2		22.3		4.0%
      Middle East		56.9		54.1		5.2%	Transportation
      China		960.8		1,005.1		-4.4%	20% Manufacturing,
      Rest of Asia und Oceania		363.7		352.7		3.1%	and Mechanical Engineering

      Consumer Goods 11%

      Construction industry 28%

      Machinery

      Asia und Oceania, total	1,324.5		1,357.8		-2.5%	27%
      Global	1,803.8		1,839.4		-1.9%
      Source: World Steel Association (as of January 2026); partly preliminary estimates.

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   3. ‌Trend in key customer industries

      Construction industry

      According to Oxford Economics, the US construction industry recorded slight growth (of 2%) in 2025. Residential construction stayed flat (0%) while civil engineering showed marked growth of around 6%. Civil engineering benefited over the period under review from long-term projects and a continued high level

      of expenditure. Growth in the US construction industry was slowed by persistently high prices for building materials and persistently high mortgage interest rates despite two interest rate cuts during the period. Eurozone construction was constant in 2025 (0%), while the sector saw a slight increase in Switzerland (1%). Residential construction in the eurozone remained constant, while civil engineering recorded slight growth in the period under review. Ongoing immigration and lower interest rates drove the positive trend, although the structural skills shortage prevented stronger growth in the sector.

      Machinery and mechanical engineering

      According to Oxford Economics estimates, machinery and mechanical engineering in the United States grew slightly (by 2%) compared to the prior year. The positive trend is mainly due to higher-than-expected investment driven by purchases being brought forward before the tariffs came into force. Increased input costs for producers as a result of the US administration's tariff policy prevented stronger growth. In the eurozone, the sector contracted slightly (by 1%). The positive effect of looser ECB monetary policy was more than offset by weak sentiment and increased uncertainty as a result of trade policy and increased competitive pressure from Asia.

      Automotive industry

      The global automotive market recorded slight growth (of 3%) in 2025. According to the German Association of the Automotive Industry (VDA), automobile sales in both the USA and Europe grew slightly by 2% in the same period, while in Mexico they increased slightly by 4%. Tariff barriers in the complex supply chains hit production process efficiency in the sector and prevented further growth, although a gradual recovery in consumption and low levels of vehicle ownership in the emerging markets supported demand.

   4. Comparison of the Group's actual business performance with the forecast from the prior year

      Our forecast for 2025 was based on the assumption of a stronger demand trend in the European and North American markets relevant to us and that there would be no repetition of significant negative price effects seen in 2024. We therefore anticipated considerably higher shipments and sales for fiscal year 2025, as well as a considerable increase in EBITDA before material special effects.

      During fiscal year 2025, increasing economic uncertainty led to slow growth in shipments, and demand in the North American and European sales markets relevant to us fell short of expectations. In the Kloeckner Metals Americas segment, despite the difficult market environment, we were able to further increase shipments and further expand our market share. The challenging conditions just mentioned led in the Kloeckner Metals Europe segment to a slight fall in shipments, contrary to our forecast of a considerable increase in 2025.

      In contrast to the forecast of a considerable increase in sales, the sales trend was slightly negative in the Kloeckner Metals Europe and at Group level due to the weaker-than-expected growth in shipments and

      the lower average price level compared to the prior year. There was also a slight decline in sales in the Kloeckner Metals Americas segment. Steel prices were volatile over the reporting period, especially in the USA, but were higher at the end of the year than at the start. As predicted, the significant negative price effects of 2024 did not recur, and EBITDA before material special effects increased considerably at both segment and Group level.

      In our forecast for fiscal year 2025, we anticipated a considerable increase in cash flow from operating activities, building on cash flow from operating activities of €160 million in fiscal year 2024. While the Kloeckner Metals Americas segment saw cash flow from operating activities increase considerably, cash flow from operating activities in the Kloeckner Metals Europe segment and at Group level considerably decreased rather than developing positively as forecast. Nevertheless, operating cash flow was comfortably positive for the fourth year in succession, at €110 million.

      To our shareholders Group management

      report

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      Consolidated and individual financial statements

      Services

      
      
      
      
      
      
      

      ‌ Shipments (Tto) Sales (€m)

   5. Results of operations,

Development

2025

Forecast 2025

Considerable

Development

2025

Forecast 2025

financial position and net assets

Kloeckner Metals Americas Slight increase

increase Slight decrease Slight increase

The most significant key performance indicators for our results of operations, financial position and net assets for

Kloeckner Metals Europe Slight decrease

Group Slight increase

Considerable

increase Slight decrease

Considerable

increase Slight decrease

Considerable

increase

Considerable

increase

fiscal year 2025 - as presented under CONTROL SYSTEM in the group management report - are set out in the

following. The consolidated financial statements are prepared in euros. There may be discrepancies relative to the unrounded figures.

EBITDA before material special effects

(€ million) Cash flow from operating activities (€ million)

Most significant key performance indicators under German Accounting Standard 20 (GAS 20)

Kloeckner Metals Americas Kloeckner Metals Europe

Development

2025

Considerable

increase

Considerable

increase

Forecast 2025

Considerable

increase

Considerable

increase

Development

2025

Considerable

increase

Considerable

decrease

Forecast 2025

Considerable

increase

Considerable

increase

Sales 6,380 6,632 -252 -3.8%

EBITDA before material special effects*) 171 136 35 25.8%

EBITDA 152 109 42 38.9%

Cash flow from operating activities 110 160 -51 -31.6%

Considerable

Group increase

Considerable

increase

Considerable

decrease

Considerable

increase

*) 2025: Special effects/restructuring income of €27 million (including €26 million from gains on the disposal of sites) and special effects/restructuring expenses of €-47 million (including losses from the disposal of subsidiaries and from site closures of €-24 million, restructuring expenses of €-18 million,

"Constant" corresponds to a change of 0-1%, "slight" >1-5% and "considerable" >5%.

one-off expenses incurred for the takeover bid of €1.2 million for consulting costs and expenses of €4 million for share-based payments resulting solely from gains in the share price following rumors of a potential public takeover bid by Worthington Steel between December 6, 2025 and December 31, 2025).

2024: Special effects/restructuring expenses of €26 million in all segments and a total of €1 million in negative special effects from Hurricane Helene in the Kloeckner Metals Americas segment.

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Services

Other key performance indicators

(€ million) 2025 2024 Variance

Sales by segments

Variance

Net of currency

Gross profit 1,204 1,113 91 8.2%

(€ million) 2025 2024 Total Currency effects

effects

Net income continuing

operations -53 -146 92 63.4%

Net income from discontinued

operations - -30 30 n.a.

Net income -53 -176 122 69.6%

Return on capital employed

(ROCE)**) 1.3% -0.8% 2.1%p

Net financial debt 709 780 -70 -9.0%

Gearing (Net financial debt /

shareholders' equity***)) 45% 46% -0.5%p

Leverage (net financial debt / EBITDA before material special

effects) 4.1x 5.7x -1.6

*) OPEX: Own work capitalized + other operating income − personnel expenses − other operating expenses.

**) ROCE: EBIT/capital employed. Capital employed: 12-month average sum of non-current and current assets less cash and cash equivalents, equity investments, non-current securities and deductible capital. Deductible capital mainly consists of non-interest-bearing short-term liabilities.

***) Consolidated equity less non-controlling interests and less goodwill from business combinations subsequent to May 23, 2024.

Price and exchange rate-driven fall in sales despite higher shipments

In the Kloeckner Metals Americas segment, shipments rose further despite growing economic uncertainty due to increasing trade conflicts. The growth in shipments is mainly due to additional gains in market share.

Despite the increase in shipments, sales remained constant (currency-adjusted) at €3.7 billion due to the lower average price level in the fiscal year. In the Kloeckner Metals Europe segment, lower average prices compared to the prior-year period combined with the decline in demand led to a slight fall in sales by 3.0% or €0.1 billion (currency-adjusted).

Considerable year-on-year increase in gross profit

At €1,204 million, gross profit was considerably above the prior-year level (2024: €1,113 million). This is mainly due to an increase in shipments at the same time as rigorous inventory management. Despite the challenging market environment, the gross profit margin likewise slightly increased in 2025 to 18.9% (2024: 16.8%).

Shipments and sales

Group shipments increased slightly year on year in fiscal year 2025 to 4.5 million tons. The growth in shipments compared to prior-year (by 1.7%) is mainly attributable to sustained gains in market share and the resulting higher shipments in the Kloeckner Metals Americas segment (an increase of +3.3%). Despite ongoing trade conflicts and the associated economic uncertainties, this segment recorded its highest level of shipments to date. In Europe, the continued challenging macroeconomic environment led to a slight decline in demand by 1.2%.

Due to price and exchange rate effects, sales fell by 3.8% from €6.6 billion in the prior year to €6.4 billion. In the Kloeckner Metals Americas segment, despite the higher shipments, currency-adjusted sales remained constant (with a decrease of 0.6%) relative to the prior year due to the lower average price level. In the Kloeckner Metals Europe segment, on top of lower shipments (down 1.2%), the lower average price level also negatively impacted the steel price trend and resulted in a slight fall in sales (down 3.0%). The currency-adjusted decline in Group sales was 1.5%.

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OPEX

Other operating income and expenses (OPEX) changed as follows:

Variance

Net of currency

2025 2024

(€ million) EBITDA EBITDA margin EBITDA EBITDA margin Kloeckner Metals Americas 178 4.8% 154 3.9%

Kloeckner Metals Europe -6 -0.2% -18 -0.7%

(€ million) 2025 2024 Total Currency effect

effects

EBITDA before material

Adjusted EBITDA can be reconciled to EBITDA before material special effects as follows:

income in the amount of €29 million from the sale of eight distribution locations in the USA.

Personnel expense amounted to €594 million in the reporting period, compared to €542 million in the prior year. The increase is mainly due to higher wage and salary expenses and to pension expenses. Personnel expenses were also influenced by one-off effects in the amount of €12 million (previous year: €7 million). On a currency-adjusted basis, personnel expenses came to €604 million (+11.3%).

Other operating expenses came to €516 million, compared to €499 million in the prior year. On a currency-

Restructuring expenses and other material special effects

27 7

adjusted basis, other operating expenses amounted to €526 million (+5.4%). €19 million of the increase was attributable to the loss on disposal of the Brazilian subsidiary, Kloeckner Metals Brasil Ltda, São Paulo. The increase also reflects exceptional costs of location closures that were €4 million higher than in the prior year, generally higher costs of maintenance, transportation and packaging and higher prices of operating supplies and tools.

In total, at €152 million, EBITDA after material special effects was considerably higher than the prior-year figure of €109 million.

Gross profit and adjusted EBITDA by segment

2025 2024

(€ million) Gross profit Gross profit margin Gross profit Gross profit margin Kloeckner Metals Americas 719 19.3% 668 17.1%

Kloeckner Metals Europe 484 18.3% 444 16.4%

Klöckner & Co Group 1,204 18.9% 1,113 16.8%

• Losses on sales of subsidiaries and site closures -24 -

• Restructuring consulting -7 -

• Personnel expenses -7 -7

• One-off expenses for takeover offer -5 -

  - Restructuring-related inventory devaluation		-3		-14
  - Other restructuring expenses		-1		-7

• Damages hurricane Helene - -7

-47 -34

EBITDA impact -20 -27

EBITDA before material special effects 171 136

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Services

Gross profit in the Kloeckner Metals Americas segment, at €719 million, showed a considerable 7.6% increase on the prior year (2024: €668 million). The gross profit margin also increased, rising by around two percentage points to 19.3% (2024: 17.1%). In fiscal year 2025, the segment generated EBITDA before material special effects of

€178 million, compared to €154 million in the prior-year period, despite the difficult market environment. The EBITDA margin consequently rose by around one percentage point compared to the prior year to 4.8% (2024: 3.9%). Adjusted for currency effects, likewise the EBITDA margin amounted to 4.8%, with a gross profit of €751 million and EBITDA of €189 million. After special effects totaling €2 million, mainly from the sale of the Brazilian subsidiary and eight distribution sites in the US, EBITDA amounted to €180 million.

Gross profit in the Kloeckner Metals Europe segment increased considerably from €444 million in the prior year to

€484 million. Despite the challenging market environment, operating profit also increased significantly, but remained negative due to a slight decline in shipments (by -1%) and sales (by -2%) as a result of lower average prices. EBITDA before material special effects nevertheless improved from €-18 million in the prior year to €-6 million. The EBITDA margin was a thus a negative -0.2%, compared to -0.7% in the prior year. OPEX increased by a total of €18 million to €497 million (2024: €479 million), mainly due to higher personnel costs. After restructuring expenses of

€6 million, EBITDA amounted to €-13 million, compared to €-35 million in the prior year.

EBITDA before material special effects at the holding company and the other Group companies and before consolidations amounted to 0 million (2024: 0 million).

Reconciliation to net income

(€ million) 2025 2024 Variance

Depreciation, amortization and impairments stood at €121 million, considerably less than the prior-year level of

€129 million.

EBIT came to €31 million, compared to a negative €20 million in the prior year. At a negative €47 million, the financial result was significantly up on the prior-year figure (2024: negative €62 million). This is primarily due to the fall in interest rates compared to the prior year.

EBT was a negative €18 million, compared to a negative €83 million in the prior-year period. The income tax expense for 2025 amounted to €36 million (2024: €62 million). The combined tax rate was 31.6% in the fiscal year (prior year: 31.9%), while the effective tax rate was down due to tax losses in Germany for which no deferred tax assets were recognized. Despite a negative EBT, there was a tax expense in the fiscal year 2025, resulting in a negative effective tax rate of 199.3% (2024: negative 74.6%).

The net loss in fiscal year 2025 was €53 million (2024: net loss from continuing operations of €146 million). The prior year likewise showed a net loss, of €176 million, but this included a loss from discontinued operations of €30 million from the sale of parts of the distribution business in Europe.

The basic loss per share from continuing operations was €-0.54 (2024: €-1.47).

Financial position, financing and liquidity

Financing and financial management

Group financing is centrally managed through Klöckner & Co SE. We secure the liquidity of our Group companies in intra-Group liquidity balancing arrangements with central and bilateral credit facilities. Cash pooling systems are used within the various currency areas. Centralized management of financing strengthens our negotiating position with banks and other lenders, making it easier to implement a uniform finance policy and limit financing risk.

We meet the challenges of the financing environment with our diversified financing structure. The current environment is shaped by the general economic climate and the global conflicts and crises. We have ample financial flexibility, which we maintain due to our business model. With a portfolio totaling some €1.3 billion (excluding leasing), we are very solidly positioned, including with regard to contract terms and financial covenants.

Financing for the Group is secured using a portfolio of funding instruments comprising an ABS program (Germany), two syndicated loans (Klöckner & Co SE and since January 2025 in Switzerland), two asset-based lending facilities (ABL USA and ABL Mexico) and bilateral loan agreements.

Klöckner & Co SE syndicated loan

A central component of Group financing is our syndicated loan (a revolving credit facility) with a facility amount of €350 million as of the reporting date.

After the facility amount of the syndicated loan was increased from €250 million to €400 million in February 2024, we renewed the facility ahead of schedule in December 2024. In an amend and extend process, we adjusted the facility amount from €400 million to €350 million and extended it ahead of schedule to January 2028. The amendments became effective in January 2025. By doing so, Klöckner & Co improved the maturity profile of Group finances.