Saf-holland SeXETR: SFQ

Annual Report 2025 of SAF-HOLLAND SE (SAF HOLLAND SE Annual Report 2025 final)

· Issued by Saf-holland SE

Annual Report 2025

Prepared for tomorrow



For the sole purpose of improving readability, the Annual Report 2025 uses gender-neutral language. All personal designations and terms apply to all genders in the spirit of equal treatment.

KEY FIGURES

in EUR thousand

Q1-Q4/2025

Q1-Q4/2024

Change

absolute

Change in %

RESULTS OF OPERATIONS

Sales

1,734,364

1,876,747

-142,383

-7.6%

Gross profit

387,170

417,728

-30,558

-7.3%

Gross profit margin in %

22.3%

22.3%

Adjusted gross profit

398,996

425,507

-26,511

-6.2%

Adjusted gross profit margin in %

23.0%

22.7%

EBITDA

221,669

252,405

-30,736

-12.2%

EBITDA margin in %

12.8%

13.4%

Adjusted EBITDA

231,108

257,992

-26,884

-10.4%

Adjusted EBITDA margin in %

13.3%

13.7%

EBIT

128,917

161,449

-32,532

-20.2%

EBIT margin in %

7.4%

8.6%

Adjusted EBIT

164,039

190,450

-26,411

-13.9%

Adjusted EBIT margin in %

9.5%

10.1%

Result for the period attributable to shareholders of the parent Company

50,949

77,349

-26,400

-34.1%

Adjusted result for the period attributable to the shareholders of the parent Company

84,280

110,129

-25,849

-23.5%

Basic earnings per share in EUR

1.12

1.70

-0.58

-34.1%

Adjusted earnings per share in EUR

1.86

2.43

-0.57

-23.5%

FINANCIAL POSITION

Net cash flow from operating activities

160,323

200,652

-40,329

-20.1%

Net cash flow from investing activities (property, plant and equipment/intangible assets)

-49,232

-54,139

4,907

-9.1%

Operating free cash flow

111,091

146,513

-35,422

-24.2%

Net cash flow from investing activities (acquisition of subsidiaries)

-12,671

-39,810

27,139

-68.2%

Total free cash flow

98,420

106,703

-8,283

-7.8%

YIELD

12/31/2025

12/31/2025

Return on capital employed (ROCE) in %

15.8%

18.3%

BALANCE SHEET

12/31/2025

12/31/2024

Balance sheet total

1,663,311

1,711,869

-48,558

-2.8%

Equity

491,954

527,100

-35,146

-6.7%

Equity ratio in %

29.6%

30.8%

Non-current and current liabilities

1,171,357

1,184,769

-13,412

-1.1%

SUSTAINABILITY

12/31/2025

12/31/2024

Scope 1 and 2 GHG emissions in t CO2eq

35.276

37.524

-2.248

-6,0 %

Scope 3 GHG emissions in t CO2eq

5.298.154

5.184.064

114.090

2,2 %

Lost time injury rate (LTIR) in %

10,51

11,25

-0,74

-6,6 %

Vulnerable functions covered by training programs in %

100 %

100 %

Percentage of suppliers who have signed the code of conduct in %

97 %

n.a.

All figures shown are rounded; minor discrepancies may arise due to additions to these amounts.

CONTENTS

PORTRAIT AND SAF-HOLLAND WORLDWIDE MANAGEMENT BOARD

TO OUR SHAREHOLDERS

REMUNERATION REPORT 2025

COMBINED MANAGEMENT REPORT

CONSOLIDATED FINANCIAL STATEMENTS ADDITIONAL INFORMATION

5

6

7

22

39

200

291

PORTRAIT

SAF-HOLLAND SE is a leading international manufacturer of chassis-related assemblies and components for trailers, trucks and buses. With its around 5,500 dedicated employees worldwide, the company generated sales of EUR 1.73 billion in 2025.

The product range includes axle and suspension systems for trailers as well as fifth wheels and coupling systems for trucks, trailers and semi-trailers as well as brake and EBS systems. In addition, SAF-HOLLAND also develops innovative products to increase the efficiency, safety and environmental friendliness of commercial vehicles. With the brands SAF, Holland, Haldex, Assali Stefen, KLL, Neway, Tecma, V.Orlandi and York, the Group achieved strong market positions in the top three positions in the most important regions worldwide in 2025.

SAF-HOLLAND supplies manufacturers in the original equipment market on six continents. In the aftermarket business, the company supplies spare parts to manufacturers' service networks and wholesalers as well as to end customers and service centers via an extensive global distribution network.

SAF-HOLLAND WORLDWIDE

Production locations with main product groups

Landskrona

Woodstock

Warrenton / North, South

Singen

Bessenbach / Plant 1-3

Marion

Flero

Szentlőrinckáta

Little Rock

Verona / Plant 1,2

Düzce

Yangzhou

Dumas

Nave

Suzhou

Wylie

Columbia

Nashik

Rowlett

Pune

Piedras Negras

Monterrey

Axle and suspension systems

Fifth wheels and coupling systems Disc and drum brake systems EBS/ABS

Air control

Landing gear

São José dos Campos

Alvorada

Melton



MANAGEMENT BOARD

Alexander Geis

Chairman of the Management Board and Chief Executive Officer

Frank Lorenz-Dietz

Member of the Management Board and Chief Financial Officer

TO OUR SHAREHOLDERS

LETTER FROM THE CHAIRMAN OF THE MANAGEMENT BOARD 8

REPORT OF THE SUPERVISORY BOARD 11

SAF-HOLLAND ON THE CAPITAL MARKET 18

LETTER FROM THE CHAIRMAN OF THE MANAGEMENT BOARD



Alexander Geis

Chairman of the Management Board and Chief Executive Officer

DEAR SHAREHOLDERS,

Fiscal year 2025 was marked by a challenging global environment for SAF-HOLLAND. Geopolitical tensions, in particular trade policy measures such as US trade tariffs, led to uncertainty in international markets and increased the demands on our operational management. As a result of this uncertainty, demand slowed in certain areas of the trailer and truck markets. Against this backdrop, 2025 was a challenging year in which the robustness of our business model and the adaptability of SAF-HOLLAND were once again clearly confirmed.

Thanks to our broadly diversified industrial production network in North America, with production sites in the United States, Canada and Mexico, as well as the trade agreement in force between these countries (United States-Mexico-Canada Agreement, USMCA), we were able to cushion the effects of the trade policy environment well. Our regional positioning and proximity to our customers enabled us to respond flexibly to changes in demand and secure our profitability, even under difficult conditions. As a result, we achieved a solid adjusted EBIT margin of 9.5% in fiscal year 2025 (previous year: 10.1%). In absolute terms, earnings before interest and taxes adjusted for special items amounted to EUR

164.0 million (previous year: EUR 190.5 million).

In terms of sales, US trade policy had a negative impact on the original equipment business, particularly in the Americas and APAC regions. The aftermarket business proved to be robust; therefore we were able to achieve Group sales of EUR

1.734.4 million (previous year: EUR 1,876.7 million).

SAF-HOLLAND remained on course in a market environment characterized by caution. Once again, the aftermarket business, which is relatively independent of economic cycles and cushions cyclical fluctuations in the original equipment business, was a key stabilizing factor. Together with consistent cost management, a high level of operational discipline, and the great commitment of our employees, we succeeded in closing the fiscal year on a solid note.

At the same time, we have consistently invested in the future viability of the Group. The introduction of SAP S/4 HANA got off to a successful start in January 2025 with its implementation at our site in Hungary. With the gradual harmonization of our IT and process landscape, we are laying the foundation for more efficient processes, improved data availability and

greater transparency in Group management. This not only strengthens our operational excellence, but also increases our ability to successfully manage the company in an increasingly complex environment. In addition, a Group-wide efficiency program has been initiated to further improve our cost structures in sales and administrative functions and consistently implement our strategic orientation as part of the long-term Group strategy.

FURTHER DEVELOPMENT OF THE PRODUCTION AND SITE STRUCTURE

In the reporting year, we continued to develop our production and site structure in a targeted manner. In April 2025, we commissioned production lines for Haldex air disc brakes at our site in Düzce, Türkiye, thereby further increasing production and quality standards and shortening logistics routes. In addition, we expanded local production capacity with an additional assembly line for fifth wheels in order to better meet customer demand from regional production.

We have also further optimized our production structure in North America. Production of truck chassis has started at the new site in Rowlett, Texas, USA. With the relocation of fifth wheel coupling production from the Wylie, Texas, USA site, which is to be completed in the current year, we are specifically bundling production and creating the basis for more efficient processes and sustainable productivity increases.

ATTRACTIVE DIVIDEND POLICY AND SUSTAINABLE GROWTH IN VALUE

Our dividend policy is geared towards reliability and continuity. It provides for the distribution of 40-50% of the distributable earnings for the period. SAF-HOLLAND stands for an attractive distribution policy that allows its shareholders to participate appropriately in the company's success while maintaining the financial flexibility for future growth. We will continue this policy in the future. SAF-HOLLAND thus continues to position itself as an attractive investment, including for dividend-oriented investors. For fiscal year 2025, the Management Board and Supervisory Board will propose to the Annual General Meeting of SAF-HOLLAND SE on May 21, 2026, that a dividend of EUR 0.65 per share be distributed. This corresponds to around 47% of the distributable result for the period and thus around 57% of the result for the period attributable to shareholders. Based on the closing price of our share at the end of December 2025, this results in an attractive dividend yield of 4.2%.

In addition, we launched a share buyback program for the first time in the reporting year. The repurchase of our own shares is an expression of our confidence in the long-term strength and value development of SAF-HOLLAND. We see the share buyback as an attractive investment in our own company and a clear signal of our confidence in its long-term growth potential. At the same time, we are reaffirming our commitment to creating sustainable value for our shareholders.

"DRIVE2030" STRATEGY - A CLEAR FRAMEWORK FOR SUSTAINABLE GROWTH

With the "drive2030" company strategy presented in March 2025, we have created a new long-term orientation framework that will shape our business activities through 2030. The strategy is based on a robust, resilient business model and defines ambitious yet realistic goals for profitable growth. Our vision remains unchanged: SAF-HOLLAND is the most trusted and reliable partner for its customers worldwide and takes a leading role in the transformation of mobility.

"drive2030" is based on five strategic pillars: consistent customer focus, regional strength with local responsibility, technology as a key value driver, profitable growth based on a broad product portfolio and operational excellence along the entire value chain. These pillars are complemented by the cross-cutting themes of employees and sustainability, which are firmly anchored in all strategic decisions.

By 2030, SAF-HOLLAND is aiming to achieve Group sales of over EUR 3 billion and an adjusted EBIT margin of 10 to 12%. In addition to organic growth, targeted acquisitions, technological innovations - particularly in the areas of electrification, digitalization, and automated driving - and the further expansion of our global aftermarket business will play a key role. With "drive2030," we have set the course for creating sustainable value even in a changing market environment.

TARGETED STRATEGIC PROGRESS IN THE REPORTING YEAR

In line with our "drive2030" strategy, we made important structural and strategic progress in 2025. A significant step was the complete acquisition of the joint venture Haldex ANAND India Private Limited. By acquiring the outstanding shares, we are strengthening our position in the strategically important Indian commercial vehicle market and simplifying the localization of the Haldex product portfolio. Closer integration with our Indian subsidiary York, which focuses on the production and distribution of axle and suspension systems, opens up additional growth opportunities - both in the original equipment and high-margin aftermarket business.

In addition, we were able to win a major order in the military transport sector in the reporting year. The order from a US manufacturer of special trailers comprises the delivery of swivel axle bogies and other components and confirms the successful intensification of our sales activities in this demanding segment. The major order and the market response received from this customer segment underscore the successful implementation of our "drive2030" company strategy, which we are using to systematically tap into additional growth areas beyond the conventional commercial vehicle business - particularly in special applications and off-highway segments.

CONFIDENT OUTLOOK

Volatility and uncertainty will continue to accompany the markets in the future. Nevertheless, I am confident that SAFHOLLAND is very well positioned with its clear "drive2030" strategy, its financial strength, its global positioning and the great commitment of its employees. We will consistently seize opportunities, reliably support our customers and continue on our successful path.

I would like to thank you, dear shareholders, for your trust and loyalty. Sincerely yours,

Alexander Geis

Chairman of the Management Board and Chief Executive Officer

REPORT OF THE SUPERVISORY BOARD



Dr. Martin Kleinschmitt

Chairman of the Supervisory Board

DEAR SHAREHOLDERS,

Once again, we look back on a year in which SAF-HOLLAND faced a very challenging geopolitical environment. The uncertainties over trade policy resulting from US tariff policy had a major impact on developments in the Americas region, but also affected other economic regions. As a result, the economic recovery in the EMEA and APAC regions fell short of expectations. Once again, the company was able to demonstrate its resilience in this environment. Against this backdrop, the Management Board and the extended management team successfully steered the company through fiscal year 2025 while consistently keeping an eye on the strategic levers for the further development of the Group in line with the company strategy "drive2030". As the Supervisory Board, we advised the Management Board, exercised oversight and aligned the focus of our work with the current framework conditions.

In view of how important the Americas region is for the Group, we as the Supervisory Board placed a special focus on this region this year. We held two days of meetings on site, visited production sites, and exchanged ideas with the local management team. In addition, the Annual General Meeting followed our proposal to add a proven expert for the region to the Supervisory Board. The systematic handling of key geopolitical opportunities and risks was a regular item on the agenda this year.

As the Supervisory Board, we made important personnel decisions and extended the terms of office of the Management Board team comprised of CEO Alexander Geis and CFO Frank Lorenz-Dietz. We also closely monitored a change in the extended management team - the Executive Committee - by appointing Matthew Wolfe as the new President of the Americas region. This means we are well positioned for the future with regard to the Management Board and the extended management team.

Following the departure of Ingrid Jägering from our board, her position and the role of Chair of the Audit Committee had to be filled. We are delighted to have gained Dagmar Rehm as Ingrid Jägering's successor and Hans-Werner Kaas as a further member of the Supervisory Board.

COOPERATION BETWEEN THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD

In the past fiscal year, the Supervisory Board of SAF-HOLLAND SE diligently and dutifully fulfilled its duties in accordance with the law, the Articles of Association and the Rules of Procedure, continuously advised the Management Board on the management of the company and monitored its work on an ongoing basis. Cooperation between the Supervisory Board and the Management Board was always constructive, open and trustful. The Management Board informed the Supervisory Board promptly, regularly and comprehensively about all significant events and developments at the company, both verbally and in writing. The focus here was on business development, the company's situation and status reports on central Group programs and initiatives. In addition, the Management Board and Supervisory Board closely coordinated the strategic direction of SAF-HOLLAND. Market developments, topics in the area of research and development, as well as the financial situation and planning, were discussed. As the Supervisory Board, we also dealt intensively with a variety of sustainability issues and sustainability reporting. In this context, the Supervisory Board discussed employee, social and environmental issues, respect for human rights and the fight against corruption and bribery in particular. Matters requiring approval were submitted by the Management Board well in advance and approved by the Supervisory Board after being reviewed. Resolutions on matters to be decided between meetings were passed by circular resolution on the basis of written information and telephone calls. We made use of this procedure nine times on the Supervisory Board and two times in the Audit Committee during the reporting year. In my role as Chairman of the Supervisory Board, I was in close and regular contact with the Chairman of the Management Board. In addition, Ingrid Jägering and, after her departure, Dagmar Rehm, as Chairwoman of the Audit Committee, regularly exchanged views on current developments with the Chief Financial Officer, the auditor and selected central Group functions.

MEETINGS OF THE SUPERVISORY BOARD

The Supervisory Board held a total of eight meetings in fiscal year 2025 - six of which were held in person and two virtually. The committees met a total of nine times in the fiscal year. In the case of the Audit Committee, two of the four meetings were held virtually. The Nomination and Remuneration Committee held all five of its meetings virtually. The option of virtual participation was available for all meetings and was used in individual cases.

An average attendance rate of 97% was achieved at the plenary and committee meetings. A detailed overview of the attendance of Supervisory Board members at plenary and committee meetings can be found below:

Participation overview

Member

Plenary

Audit Committee

Nomination/ Remuneration Committee

Total quota

Dr. Martin Kleinschmitt

8/8

4/4

5/5

100%

Ingrid Jägering (until May 20)

2/2

2/2

100%

Carsten Reinhardt

8/8

5/5

100%

Matthias Arleth

7/8

4/5

85%

Hans-Werner Kaas (from July 29)

5/5

100%

Dagmar Rehm (from May 20)

6/6

2/2

100%

Jurate Keblyte

8/8

4/4

5/5

100%

Total

98%

100%

93%

97%

At each meeting of the Supervisory Board in fiscal year 2025, we received reports from the Management Board on the status of the operational business development and on key Group initiatives and projects. We dealt with acquisition and investment projects as well as opportunities and risks for the company on an ad hoc basis. Where committee meetings were held in advance, the committee chairpersons reported on the main content of the committee meetings and were available to answer questions. In addition, we generally provided for various regular resolutions and an agenda item without the Management Board present for reflection and a confidential exchange at each Supervisory Board meeting. We hereby follow recommendation D.6 of the German Corporate Governance Code to hold regular meetings without the Management Board being present.

At the meeting on March 14, 2025, we discussed in particular the Annual and Consolidated Financial Statements for 2024, including the Combined Management Report and the Audit Report for the company for fiscal year 2024. The financial statements were approved by the Supervisory Board after thorough review. In approving the Annual and Consolidated Financial Statements, we followed the recommendation of the Audit Committee. The same applied to the audit of the

Sustainability Report and the Non-financial Group Statement by the Supervisory Board. In one part of the balance sheet meeting, we met without the Management Board for our exchange with the auditor. We approved the Management Board's proposal for the appropriation of net retained earnings and adopted the agenda and the proposed resolutions contained therein for the Annual General Meeting to be held in person on May 20, 2025. This did not include the nominations for the Supervisory Board, which were decided upon after the meeting by way of a circular resolution following a prior recommendation by the Nomination and Remuneration Committee. In addition, we resolved to propose to the Annual General Meeting that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC) be reappointed as auditor for fiscal year 2025. Other proposed resolutions included the approval of the Remuneration Report and a revised remuneration system for the members of the Management Board. In addition, an increase in the size of the Supervisory Board from five to six members was proposed, as well as renewed authorization to hold virtual Annual General Meetings, both of which resulted in amendments to the Articles of Association. At the meeting, we also resolved on the recommendation of the Nomination and Remuneration Committee to set a new target for the share of women on the Supervisory Board as a result of the increase in its size. Further resolutions concerned the Report of the Supervisory Board and the Declaration on Corporate Governance. We approved the Remuneration Report, which was audited by PwC in accordance with Section 162 (3) of the German Stock Corporation Act (AktG). Based on the recommendation of the Nomination and Remuneration Committee, we passed a resolution to extend the appointment of CFO Frank Lorenz-Dietz to the Management Board and passed further resolutions in connection with the remuneration of the Management Board. In addition, we received reports on the capital market and on current focus topics and projects of the Management Board. Finally, at the first meeting of the year, we defined the focal points of our work for fiscal year 2025 and approved a resolution by the Management Board on financing measures.

The next Supervisory Board meeting followed on May 19, 2025, the day before the Annual General Meeting. As part of a business update, the Management Board reported to us on current business developments, the activities of individual foreign subsidiaries and a joint venture, and current financing measures. We also received a report on activities in the area of R&D and discussed M&A projects. In addition to other standard resolutions, we approved the appointment of Matthew Wolfe as the new President of the Americas region. Finally, we discussed management performance based on the results of a corresponding evaluation process. In addition, our first Supervisory Board training session of the fiscal year on the topic of "The Future of Manufacturing" was held by an external speaker.

The Annual General Meeting was followed by another face-to-face meeting on May 20, 2025. We elected Carsten Reinhardt as Deputy Chairman of the Supervisory Board and Dagmar Rehm as a member of the Audit Committee. The members of the Audit Committee then elected her as their Chairwoman. We reflected on the Annual General Meeting and the training session from the previous day and received a report on geopolitical opportunities and risks, including current developments in the area of customs duties. Finally, the focus was placed on the topics of health, safety, and environmental protection (HSE) in production.

The virtual meeting on August 4, 2025, focused on discussing the half-year financial report and reports on current business developments and projects, including activities in the area of sustainability. We passed a resolution in the context of financing and extended the appointment of CEO Alexander Geis to the Management Board. We adopted our updated competency profile and the qualification matrix for the Supervisory Board, which can be viewed on the company's website and in the Corporate Governance Statement.

We held the meetings on September 23 and 24, 2025, as part of our excursion to the Americas region, starting in Muskegon, Michigan, and then in St. Louis, Missouri. We used the excursion to get to know various production sites in the region and to strengthen the exchange with the local management team. The focus of the meeting on September 23, 2025, was therefore on comprehensive reports from the presidents of the regions and the CFO of the Americas region. At this meeting, the Management Board also reported on current business developments and current projects as usual, and we passed a resolution in connection with ongoing financing activities. At the meeting on September 24, 2025, we received in-depth reports from those responsible for all control functions: We received an update on the risk management system, the internal control system, the compliance management system, and from the internal audit department. We then conducted further training for the Supervisory Board on the topic of "leadership" with the support of an external expert.

The virtual meeting held on December 2, 2025, focused on various internal Supervisory Board matters. We first received a comprehensive report from Human Resources on current activities and priorities (including digitalization, talent management, sustainability, etc.). In addition, as part of our regular committee work, we dealt with succession planning for the Management Board, the Executive Committee, and selected other functions within the Group. We also used the meeting to reflect on our cooperation within the Supervisory Board, discussed the implementation status of the measures from the previous year's self-assessment as scheduled, and discussed the results of an externally conducted benchmark study on Supervisory Board remuneration.

At the face-to-face meeting on December 10, 2025, a number of topics were once again on our agenda, in addition to the regular reports. As is tradition, the meeting focused on the budget for the coming year, medium-term planning, and performance targets for the members of the Management Board. Another focus of the December meeting was the "drive2030" strategy and the topic of R&D. We also adopted the Declaration of Conformity for fiscal year 2025 and passed resolutions on Management Board remuneration based on the recommendations of the Nomination and Remuneration Committee.

In the fiscal year, we also passed individual resolutions by written circulation procedure. Following the meetings of the Nomination and Remuneration Committee, we passed a resolution on the nominations for new members of the Supervisory Board and approved resolutions of the Management Board on financing measures, M&A issues, individual personnel measures, and a share buyback program. The Audit Committee approved individual permissible non-audit services by circular resolution.

WORK OF THE COMMITTEES

The Supervisory Board sets up Supervisory Board committees to promote the effectiveness of its work. To the extent permitted by law, individual decision-making powers can also be transferred to the committees. Two committees have currently been formed: the Audit Committee and the Nomination and Remuneration Committee.

If necessary, special committees can be set up at any time to deal with specific topics. No use was made of this option this fiscal year.

Audit Committee

The Audit Committee met four times in the reporting year. The Audit Committee's work focused on the audit of the Annual and Consolidated Financial Statements for fiscal year 2024, including the Combined Management Report, the audit of the Non-financial Group Statement, and the preparation of recommendations for resolutions for the Supervisory Board. In addition, the Audit Committee made recommendations to the Supervisory Board regarding the appointment of the auditor, dealt with the quality of the audit and the implementation of previously defined measures for continuous quality improvement, and discussed the effects of the new IFRS 18 accounting standard on the audit.

At each meeting of the Audit Committee, the Chairwoman of the Audit Committee reported on her regular exchanges with the Management Board, the auditor, and key functions within the company. The CFO also reported on current issues in the finance department and in his other areas of responsibility.

Other topics that were the focus of the committee included the discussion of the quarterly financial statements for the first and third quarters, sustainability reporting, risk management, internal auditing, the internal control system (ICS), compliance and legal matters, tax issues, export control, and capital market issues. The committee received regular reports from those responsible for the key control functions on current developments and the effectiveness and ongoing development of the control systems. For example, regular reports were provided on compliance within the Group, the global compliance organization and its further development, tax compliance, and the further development of risk management. The committee also reviewed the audit results for 2025 and approved the audit planning for fiscal year 2026. The committee received a report from the person responsible for the internal control system (ICS) on activities to further develop the ICS. The Audit Committee monitored ongoing financing activities during the fiscal year and prepared individual issues for the plenary session. It also dealt with a compliance issue in depth. The committee also focused on the topic of IT and received regular reports on the progress of the SAP S/4HANA implementation project, IT security, and compliance with various regulatory requirements, such as NIS2.

The contents of the meetings were presented to the Supervisory Board as part of the oral reports from the committee meetings and - where necessary - submitted for decision. The auditor attended the meeting at which the 2024 Audit Report was explained, as well as another meeting to discuss the audit procedure for the 2025 audit of the Annual and Consolidated Financial Statements. The Chairwoman of the Audit Committee is also in regular contact with the auditor, including outside of meetings, and maintains close and regular communication, particularly during the audit phase. The auditor informs the Audit Committee immediately of all findings and events of significance to its tasks that come to his attention during the audit. He informs the Audit Committee and makes a note in the Audit Report if he discovers facts during the audit that indicate an inaccuracy in the declaration on the German Corporate Governance Code issued by the Management Board and Supervisory Board. The auditor has declared to the Audit Committee that there are no circumstances that would give rise to the assumption that he is biased. The Audit Committee obtained the required independence agreement from the auditor, reviewed the auditor's qualifications and concluded a fee agreement with the auditor. The Audit Committee, and in particular its chairperson, is also in regular contact with the auditor regarding the quality of the audit and receives regular reports from on this the auditor. In the reporting year, the Audit Committee discussed the results and recommendations for action from the external assessment of the quality of the previous year's audit and the status of their implementation. The Audit Committee approves any non-audit services provided by the auditor. The Audit Committee includes Dagmar Rehm (and, until May 20, 2025, Ingrid Jägering), Dr. Martin Kleinschmitt and Jurate Keblyte, all proven financial experts. All members of the Audit Committee also have expertise in sustainability issues, which is continuously developed.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee held a total of five meetings in 2025. One focus of the committee's work this year was on preparing the nominations for the members of the Supervisory Board who were elected to the Supervisory Board at the Annual General Meeting. Another focus this year was on the reappointments of the members of the Management Board, which were also prepared by the committee.

The Nomination and Remuneration Committee prepared the resolutions on all remuneration issues for the Management Board, including the financial targets and sustainability targets. It dealt with the Remuneration Report and addressed a corresponding resolution recommendation to the Supervisory Board.

In addition, the committee focused on succession planning for the Management Board, including transparency regarding talent and talent development, and played a leading role in evaluating management performance. Based on the remuneration-related issues addressed at the Annual General Meeting, the committee reviewed the remuneration system with the support of an external remuneration consultant and dealt with a remuneration report on the remuneration of the Supervisory Board.

CONFLICTS OF INTEREST

No conflicts of interest of Supervisory Board members arose in the reporting year. If necessary, members of the Supervisory Board consult with the Chairman of the Supervisory Board on how to deal with any conflicts of interest that may arise.

CORPORATE GOVERNANCE

SAF-HOLLAND SE is a company in the legal form of a European company (Societas Europaea, SE). As an SE domiciled in Germany, SAF-HOLLAND SE is subject to European and German SE regulations as well as German stock corporation law. As a listed company in Germany, SAF-HOLLAND SE's corporate governance is based on the German Corporate Governance Code (GCGC) as amended. Corporate governance is also governed by the Articles of Association, the Rules of Procedure and internal guidelines.

SAF-HOLLAND SE has a dual management system that provides for a strict separation of personnel and functions between the Management Board as the management body and the Supervisory Board as the monitoring body (two-tier board). The Management Board manages the company, while the Supervisory Board monitors and advises the Management Board. Both bodies work closely together in a spirit of trust for the benefit of the company.

SAF-HOLLAND SE is a financial holding company without its own operating business. The management of the company's business by the Management Board focuses primarily on the strategic direction of SAF-HOLLAND and monitoring the business activities of the individual direct and indirect operating subsidiaries.

In 2025, the Supervisory Board and its committees continued to focus intensively on the topic of corporate governance and the continuous further optimization of committee work. The Management Board and Supervisory Board of SAFHOLLAND SE issued the 2025 Declaration of Conformity with the recommendations of the German Corporate Governance Code on December 10, 2025. The current Declaration of Conformity and previous Declarations of Conformity can be viewed on the company's website.

Further information on the company's corporate governance can be found in the Corporate Governance Statement. This is also available on the company website.

AUDIT OF THE ANNUAL AND CONSOLIDATED FINANCIAL STATEMENTS AND BALANCE SHEET MEETING

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC), which was appointed by the Annual General Meeting on May 20, 2025, to audit the financial statements for fiscal year 2025, audited the Annual and Consolidated Financial Statements prepared by the Management Board as of December 31, 2025, including the Combined Management Report for fiscal year 2025, and issued an unqualified audit opinion. It was determined that the Annual and Consolidated Financial Statements give a true and fair view of the asset, financial and earnings position. The audit partner responsible was Stefan Hartwig.

The Annual Financial Statements of SAF-HOLLAND SE and the Combined Management Report for the SAF-HOLLAND Group were prepared in accordance with German statutory accounting regulations. The Consolidated Financial Statements were prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and in accordance with the additional requirements of German legal pursuant to Section 315e (1) of the German Commercial Code (HGB).

After preliminary referral to the Audit Committee, the Supervisory Board dealt with the Annual and Consolidated Financial Statements and the Combined Management Report for fiscal year 2025 at its meeting on March 13, 2026, and discussed them in detail with the Management Board. The auditor reported on the scope, focus and key findings of the audit, focusing in particular on the key audit matters and the audit procedures performed. No significant weaknesses in the internal control system or the risk management system were reported. The auditor reported both at the meeting of the Audit Committee and at the meeting of the Supervisory Board and was available to answer in-depth questions. In accordance with the German Act to Strengthen Financial Market Integrity (FISG), the Management Board's opportunities to participate in discussions with the auditor were also restricted. In following the committee's recommendation, the Supervisory Board concurred with the results of the audit by the auditor, raised no objections and approved the Annual and Consolidated Financial Statements for fiscal year 2025. The Annual Financial Statements are thus adopted.

The Remuneration Report was subjected to the legally required formal audit by the auditor in accordance with Section 162 (1) and (2) of the German Stock Corporation Act (AktG).

Due to rotation requirements, PwC audited the Annual and Consolidated Financial Statements for fiscal year 2025 for the last time. For this reason, SAF-HOLLAND conducted a non-discriminatory and transparent tendering process in the previous fiscal year in accordance with the European Parliament Regulation (EU-APrVO), for which the Audit Committee was primarily responsible. As a result of the tendering process, the Audit Committee recommended EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft for appointment as auditor and Group auditor for fiscal year 2026. It reviewed its recommendation at its meeting on March 12, 2026, and reconfirmed it.

The Supervisory Board has endorsed the Management Board's proposal for the appropriation of net retained profits and will propose to the Annual General Meeting on May 21, 2026, that a dividend of EUR 0.65 per share be distributed for fiscal year 2025.

The Non-financial Group Statement for fiscal year 2025 was discussed by the Audit Committee at its meeting on March 12, 2026, and by the Supervisory Board at its meeting on March 13, 2026.

CHANGES IN THE MANAGEMENT BOARD AND SUPERVISORY BOARD

As described above, there were no changes to the Management Board in fiscal year 2025, but there were changes to the Supervisory Board. Ingrid Jägering resigned from the Supervisory Board at the end of the 2025 Annual General Meeting. She was succeeded by Dagmar Rehm, who, as a financial expert, also took over as Chairwoman of the Audit Committee. In addition, the 2025 Annual General Meeting resolved to expand the Supervisory Board from five to six members. The new position on the Supervisory Board was filled by Hans-Werner Kaas, who had also been elected as a member of the Supervisory Board by the Annual General Meeting, with entry in the commercial register on July 29, 2025. On behalf of the other members of the Supervisory Board and the Management Board, I would like to take this opportunity to thank Ingrid Jägering for her many years of outstanding commitment to SAF-HOLLAND.

The Supervisory Board would like to thank the members of the Management Board, the employee representatives and all employees for their great commitment and hard work in fiscal year 2025.

Bessenbach, March 13, 2026 For the Supervisory Board

Dr. Martin Kleinschmitt

Chairman of the Supervisory Board

SAF-HOLLAND ON THE CAPITAL MARKET

STOCK MARKET AND SHARE PRICE DEVELOPMENT IN 2025 CHALLENGING MARKET ENVIRONMENT SHAPES STOCK MARKETS IN 2025

Due to the continued decline in inflation and the resulting interest rate cuts by the ECB, stock markets performed positively overall in 2025, but were also influenced by geopolitical tensions and new economic policy measures in the US. Considering this situation, the German stock market proved to be robust: The DAX reached a new record high of 24,611,25 points in October 2025 and ended the year up 23.0% at 24,490.41 points. Deutsche Börse AG's SDAX, which focuses more on small and mid-caps and in which the SAF-HOLLAND share is also listed, recorded a change of 25.3% for 2025 as a whole and closed the year at 17,174.73 points.

Performance of SAF-HOLLAND SE shares relative to DAX and SDAX

in % 40

30

20

10

0

-10

January 2025 April 2025 July 2025 October 2025

SAF-HOLLAND SDAX DAX

Despite a challenging market environment, the SAF-HOLLAND share recorded significant price gains at times in 2025, closing at EUR 15.30 at the end of the year. Compared to the closing price in 2024, this represented a change of +3.5%, which means the share price lagged behind the benchmark indices DAX and SDAX once again. The main reason for this was the challenging market environment due to a reluctance to buy in the wake of US tariff policy. As a result, SAFHOLLAND SE's market capitalization declined slightly in 2025 from EUR 670.9 million to around EUR 694.5 million. Accordingly, the company reached position 117 in the index ranking of Deutsche Börse AG, which was used to determine the composition of the index, at the end of December 2025 (previous year: position 111).

SAF-HOLLAND SHARE TRADING VOLUME

According to a Bloomberg market share analysis, the Xetra trading platform remained the most important trading venue for the SAF-HOLLAND share in 2025. Xetra accounted for 48% of the volume traded in the reporting year (previous year: 44.4%). The average daily turnover of SAF-HOLLAND shares on Xetra in 2025 was 69,771 shares (previous year: 78,485 shares). In terms of value, this equated to an average daily trading volume of EUR 1.10 million (previous year: EUR 1.30 million). Taking all German stock exchanges into account, the average daily turnover in shares amounted to 71,141 shares (previous year: 81,564). In addition, an average of 74,352 SAF-HOLLAND shares were traded on multilateral trading platforms on a daily basis.

Key share data

WKN/ISIN SAFH00/DE000SAFH001

Ticker symbol SFQ

Initial listing July 26, 2007

Stock exchange Frankfurt

Transperancy standard Prime Standard

Index SDAX

Number of shares 45,394,302

Free float 99.2%

Designated sponsor Hauck Aufhäuser Lampe Privatbank AG

Year high/low 20251 19.08 Euro / 12.50 Euro

Year-end price 20251 15.30 Euro

Full-year performance 2025 3.5%

Market capitalization as of December 31, 2025 694.5 EUR mn

¹ Xetra price

INVESTOR RELATIONS ACTIVITIES IN CONTINUOUS CONTACT WITH ALL STAKEHOLDERS

SAF-HOLLAND's investor relations activities are aimed at providing all capital market participants with comprehensive, timely and transparent information on the company's strategic objectives and current market and business developments. To this end, SAF-HOLLAND maintains a close and ongoing dialog with its current shareholders, potential investors and analysts. The company regularly participates in capital market conferences, organizes international roadshows and informs fund managers and analysts on site during company visits and plant tours. This dialog is supplemented by a number of conference calls and video conferences, which mainly focus on current developments and events.

In 2025, the focus of communication continued to be on positioning SAF-HOLLAND as a resilient company in the transportation sector combined with sustainable, robust profitability. One key element was highlighting the aftermarket business, which contributed significantly to stability by cushioning what were in some cases sharp regional market declines. In addition, emphasis was placed on the consistent, flexible adaptation of cost structures to effectively counter the challenging market environment.

The presentation of the new corporate strategy "drive2030" at Capital Market Day 2025 represented an important strategic milestone. With "drive2030", SAF-HOLLAND has unveiled a clear long-term orientation aimed at profitable growth, global efficiency gains, and targeted portfolio and innovation initiatives. Also, ambitious economic goals were communicated that transparently and comprehensively underpin the future development of the company.

In addition to regular dialog with current and potential investors from Germany, one focus of investor relations work was on increasingly addressing investors from outside Germany. Among other activities, virtual and physical roadshows were held in France, the UK, Spain, Austria, Finland, Switzerland and the Netherlands. The Management Board and investor relations managers participated in a total of 16 capital market conferences and roadshows in 2025.

EXTENSIVE PROVISION OF INFORMATION AND DIRECT CONTACT

Detailed and up-to-date information on the SAF-HOLLAND share is published on the internet on the SAF-HOLLAND Investor Relations website at http://corporate.safholland.com/en/investor-relations. The latest financial news and reports, presentations and conference call recordings as well as an overview of the current consensus estimates of the analysts who cover the SAF-HOLLAND share are available on this website. The contact details of the investor relations contacts for telephone or digital contact are also available on this website.

PREDOMINANTLY BUY RECOMMENDATIONS FOR THE SAF-HOLLAND SHARE

The SAF-HOLLAND share continued to be monitored regularly by banks and research firms in the reporting year 2025. At the end of the year, four analysts recommended buying the share, while two rated it as a "hold." The analysts' price targets ranged from EUR 15.00 to EUR 26.00, with an average price target of EUR 16.75.

Analyst ratings as of December 31, 2025

Bank Recommendations

Berenberg Buy

Deutsche Bank Hold

DZ Bank Buy

Kepler Cheuvreux Hold

Oddo BHF Outperform

Warburg Research Buy

The latest analyst ratings are available on the Investor Relations website at https://corporate.safholland.com/en/investor-relations/share/consensus.

INTERNATIONAL SHAREHOLDER STRUCTURE

According to Deutsche Börse AG's definition, 100% of the company's shares issued are in free float. The shareholder base mainly consists of institutional investors such as investment funds and asset managers, banks and insurance companies, as well as private investors from Germany and abroad. The company's largest shareholders currently include investment firms from the Netherlands, Spain, the US, Germany and Norway. The share of international investors holding SAFHOLLAND shares is around 70%.

Based on the voting rights notifications received, six institutional investors directly or indirectly held more than 3% of the share capital of SAF-HOLLAND SE as of December 31, 2025.

Shareholder structure as of December 31, 2025

Management 1.05 %

SAF-HOLLAND SE treasury shares 0.81%

Cobas Asset Management 5.05 %

Universal-Investment-Gesellschaft 4.96 % Bank of America Corporation 4.96 %

Free float 70.17 %

Union Investment Privatfonds 4.96 %

Protector Forsikring 3.02 %



Voting rights notifications > 3% as of December 31, 2025

Shareholder name

Country of origin

% shares of notified voting rights

Kempen Oranje Participaties

Netherland

5.07 %

Cobas Asset Management

Spain

5.05 %

Bank of America Corporation

USA

4.96 %

Universal-Investment-Gesellschaft

Germany

4.96 %

Union Investment Privatfonds

Germany

4.96 %

Protector Forsikring

Norway

3.02 %

Active members of the Management Board and the Supervisory Board of SAF-HOLLAND SE together held 1.1% of the shares outstanding as of December 31, 2025.

2025 SHARE BUYBACK PROGRAM SAF-HOLLAND RESOLVES SHARE BUYBACK PROGRAM WITH A VOLUME OF UP TO EUR 40 MILLION

By resolution dated November 11, 2025, the Management Board of SAF-HOLLAND SE, with the approval of the Supervisory Board, launched a share buyback program with a total volume of up to EUR 40 million (excluding incidental acquisition costs) in light of the robust liquidity situation and solid financing structure. The repurchase of its own shares, which is to take place from November 28, 2025, to December 31, 2026, will be carried out in accordance with the safe harbor provisions of Article 5 of Regulation (EU) No. 596/2014 (Market Abuse Regulation) in conjunction with Delegated Regulation (EU) 2016/1052. The measure is based on the authorization granted by the Annual General Meeting on June 10, 2021, to acquire treasury shares of up to 10% of the share capital and underscores the confidence of the Management Board and Supervisory Board in the strength and future viability of SAF-HOLLAND as well as in the long-term value enhancement potential of the company. At the same time, the program serves to further optimize the capital structure and continuously create sustainable value for shareholders.

ANNUAL GENERAL MEETING 2025 APPROVES ALL ITEMS ON THE AGENDA AND RESOLVES DIVIDEND OF EUR 0.85 PER SHARE ONCE AGAIN

The Annual General Meeting of SAF-HOLLAND SE was held as an in-person event on May 20, 2025, in Lohr am Main/Ger-many. The shareholders approved all items on the agenda proposed by the Management Board and Supervisory Board, including the proposal to pay a dividend of EUR 0.85 per share. This represents a distribution ratio of 49.9% of result for the period attributable to shareholders of the parent company. In addition, the Annual General Meeting approved the proposal to expand the Supervisory Board from five to six members and elected two new Supervisory Board members.

DIVIDEND OF EUR 0.65 PER SHARE PROPOSED FOR FISCAL YEAR 2025

The goal of SAF-HOLLAND's company policy is to allow shareholders to participate appropriately in its success through dividends. The dividend policy of SAF-HOLLAND SE generally provides for the distribution of 40% to 50% of the available result for the period. In this context, the Management Board adjusted the calculation method for the result for the period relevant for distribution in the past fiscal year. In order to take unrealized, charged foreign currency exchange rate changes in the financial result into account, the available result for the period is adjusted by the balance of these unrealized currency effects, taking the Group tax rate into consideration. On this basis, the Management Board and Supervisory Board will propose to the Annual General Meeting on May 21, 2026, that a dividend of EUR 0.65 (previous year: EUR 0.85) per share be distributed for fiscal year 2025. With a total distribution amount of EUR 29.3 million, this corresponds to a payout ratio of around 57% of the Group's result for the period attributable to shareholders.

CREDIT RATING CONTINUED "BBB-" INVESTMENT GRADE RATING

In its rating report dated April 22, 2025, Scope Ratings GmbH ("Scope") confirms SAF-HOLLAND SE's long-term investment grade rating of BBB- with a stable outlook. In its rating report, Scope particularly recognizes SAF-HOLLAND's leading market positions in oligopolistic markets for chassis systems and components. It also highlights the resilient business model with a high share of less cyclical, high-margin aftermarket sales and growth in the replacement aftermarket business as a result of a growing product population in the market. In addition, it underscores the solid geographical positioning with a "local-for-local" approach.

REMUNERATION REPORT 2025

REMUNERATION REPORT 2025 23

REPORT OF THE INDEPENDET AUDITOR ON THE FORMAL AUDIT OF 38

THE REMUNERATION REPORT PERSUANT TO § [ARTICLE] 162 ABS. [PARAGRAPH] 3 AKTG

REMUNERATION REPORT 2025

The Remuneration Report explains the remuneration system for both the members of the Management Board and the members of the Supervisory Board and presents the individual remuneration granted and due to the individual members of the Management Board and the Supervisory Board in fiscal year 2025.

The Remuneration Report has been prepared on the basis of the earnings-oriented view since reporting year 2024. Remuneration is therefore reported in the Remuneration Report for the fiscal year in which the activity underlying the remuneration was fully performed.

The report explains in detail the individual structure and amount of the various components of the Management Board and Supervisory Board remuneration. The report complies with the requirements of Section 162 of the German Stock Corporation Act (AktG), and the recommendations of the German Corporate Governance Code (GCGC). The Annual General Meeting on May 20, 2025, approved the Remuneration Report 2024 by a majority of 95.97%. Compilation of the Remuneration Report pursuant to Section 162 of the German Stock Corporation Act (AktG) is the responsibility of the Management Board and the Supervisory Board. The Remuneration Report and the independent auditor's report regarding the formal audit that was conducted are contained in the Annual Report and can also be accessed from the website of SAF-HOLLAND SE.

COMPOSITION OF THE MANAGEMENT BOARD

There were no changes to the Management Board in fiscal year 2025. The Management Board is comprised of the CEO, Alexander Geis, and the CFO, Frank Lorenz-Dietz.

MANAGEMENT BOARD REMUNERATION BASIC PRINCIPLES OF REMUNERATION

The current system of Management Board remuneration was approved by the participants in the Annual General Meeting on May 20, 2025. Resolutions on remuneration are generally prepared by the Nomination and Remuneration Committee. If necessary, the Nomination and Remuneration Committee can recommend that the Supervisory Board make amendments to the remuneration system. In the event of substantial changes, and at least every four years, the remuneration system is submitted to the Annual General Meeting for approval.

The remuneration system is aligned towards the business strategy and is aimed at performance-based and sustainable corporate governance and ensuring the long-term success of the company. The criteria for determining the appropriateness of remuneration consist of the individual duties of the Management Board members, their personal performance, the economic situation, success and future prospects of the company.

The employment contracts of the Management Board stipulate that an annual review of the amount of fixed remuneration be carried out. The Nomination and Remuneration Committee reviews the appropriateness and market conformity of the remuneration of each individual member of the Management Board in terms of its amount and structure and discusses its findings with the Supervisory Board.

The aforementioned remuneration also covers the activities of Managing Directors or Supervisory Board members at subsidiaries.

SUMMARY OF MANAGEMENT BOARD REMUNERATION IN 2025

The remuneration of the members of the Management Board of SAF-HOLLAND SE consists of fixed and variable components. The fixed, non-performance-based portion of remuneration consists of a fixed annual base salary and fringe benefits. The performance-based and variable components consist of a short-term variable incentive (STI) and a longterm variable incentive (LTI).

The following table presents the individually granted and due remuneration pursuant to Section 162 (1) sentence 2 no. 1 of the German Stock Corporation Act (AktG) for the members of the Management Board in office in fiscal year 2025.

REMUNERATION GRANTED AND DUE PURSUANT TO SECTION 162 AKTG Current members of the Management Board (based on an earnings-oriented view)

Alexander Geis Frank Lorenz-Dietz

Chairman of the Management Board

since February 26, 2019

Ordinary member of the Management Board since January 1, 2023

2024

2025

2024

2025

in TEUR

in %

in TEUR

in %

in TEUR

in %

in TEUR

in %

Non-performance-related

Base salery

868

43

943

50

500

62

583

67

Remuneration

Fringe benefits

41

2

35

2

43

5

39

5

Pension benefits

0

0

0

0

0

0

0

0

Total

909

45

978

52

543

67

622

72

One-year variable compensation

STI 2024

455

22

264

33

STI 2025

415

23

242

28

Multi-year variable remuneration

LTI 2021 - 2024

667

33

-

-

LTI 2022 - 2025

475

25

-

-

Total

1,122

55

890

48

264

33

242

28

Total remuneration

2,031

100

1,868

100

807

100

864

100

The financial targets for 2025 were only partially achieved. The weak market environment - in particular, declining demand as a result of US tariff policy - meant that the sales target was significantly below plan. However, the company's earnings (adjusted EBIT margin) exceeded the specified target, and the net-working-capital target was almost achieved. Taking into account the achievement of individual targets, the CEO, Alexander Geis, achieved a total STI target of 89% for 2025, which will be paid out in the 2026 fiscal year. For CFO Frank Lorenz-Dietz, the total STI target achievement is 84% of the STI 2025 target value, which will also be paid out in 2026.

No use was made of the options provided for in the remuneration system in accordance with legal requirements to temporarily deviate from the remuneration system or to reclaim variable remuneration components.

The following table provides an overview of the components of the remuneration system applicable for fiscal year 2025, the structure of the individual remuneration components and the respective objectives of the members of the Management Board:





− Particularly use of a company car, subsidies for health and long-term care insurance

Fringe benefits

− Ensures appropriate, fixed income to ensure no undue risk is taken

− Attracts and retains board members who

can develop and successfully implement the strategy on the basis of their experience and expertise

− Fixed contractually agreed remuneration, paid monthly

Remuneration system

REMUNERATION

COMPONENT

BRIEF SUMMARY

PURPOSE AND CONNECTION TO THE STRATEGY

Fixed annual base salary

Short-term variable remuneration

− As a rule, 75% financial and 25% non-financial performance targets

− Maximum amount: 150% of the respective target

− Payment in the following year

− Provides an incentive to board members to focus on successfully implementing the business priorities and sustainability for the year



Long-term variable remuneration

− Grant of virtual share units

− Performance targets:

− Development of the share price

− Business performance

− Sustainability targets

− Maximum amount (cap): 200% of the grant value

− Payment: in the fifth year after granting

− Links the development of Management Board compensation directly to share price performance and thus to investor interest

− Provides an incentive to Management Board members to raise the value of the company in the long term

− Proves SAF-HOLLAND's social responsibility and documents the importance of sustainable corporate action



TARGET REMUNERATION AND MAXIMUM REMUNERATION

The total target remuneration represents a target remuneration amount that sets incentives for high business performance and the individual and collective performance by defining clear targets. The "pay for performance" principle underlying the remuneration system results in a noticeable reduction if the targets are not attained and an increase in the remuneration if the targets are surpassed or in the case of special performance, although these are limited by the cap on the maximum remuneration.

The targets set for the variable remuneration components are equal to slightly more than the fixed remuneration components (base salary plus fringe benefits). The share of long-term variable remuneration exceeds that of short-term variable remuneration. This ensures that the remuneration of the Management Board is aligned with the sustainable and long-term development of the company.

In the event of possible future adjustments to the remuneration paid to members of the Management Board, the Supervisory Board has resolved that these will mainly consist of variable components to ensure that the share of variable remuneration components continues to increase.

The following table shows the contractually agreed target remuneration and maximum remuneration for fiscal year 2025:

TARGET REMUNERATION AND MAXIMUM REMUNERATION OF THE MANAGEMENT BOARD MEMBERS

Alexander Geis Frank Lorenz-Dietz

Chairman of the Management Board since February 26, 2019

Ordinary member of the Executive Board since January 1, 2023

in TEUR

Target remuneration

Maximum remuneration

Target remuneration

Maximum remuneration

Base salery 2025

943

943

583

583

Non-performance-related remuneration

Fringe benefits2025

35

35

39

39

Pension benefits 2025

0

0

0

0

Total

978

978

622

622

One-year variable compensation

STI 2025

465

698

290

435

Multi-year variable remuneration

LTI 2025 - 2028

640

1,280

355

710

Total

1,105

1,978

645

1,145

Total remuneration

2,083

2,956

1267

1,767

In accordance with Section 87a of the German Stock Corporation Act (AktG), maximum remuneration has been set for the sum of the remuneration components specified above. Including the fixed base salary, fringe benefits and the cap on variable remuneration components, this amounts to EUR 3,750,000 for the Chairman of the Management Board and EUR 2,250,000 for the ordinary members of the Management Board.

Overview of the maximum remuneration of Management Board members:

Maximum limits of remuneration (maximum remuneration)

Remuneration component

Cap

Short-term variable remuneration (STI)

150% of the target amount

Long-term variable remuneration (LTI)

200% of the endowment value

Ordinary member of the Management Board: EUR 2,250,000

Chairman of the Management Board: EUR 3,750,000

Maximum remuneration

Reviewing and ensuring compliance with the maximum remuneration level for fiscal year 2025 is therefore not possible until 2029, when the last remuneration component for fiscal year 2025 has been determined and accrues to the Management Board member. If the calculated total remuneration exceeds the respective maximum remuneration, the LTI payment will be reduced accordingly.

Review maximum remuneration 2022

In addition to the fixed annual salary, the short-term variable remuneration and the long-term variable remuneration (LTI 2022-2025) were used to review the maximum remuneration of the CEO, Alexander Geis. The result of the review showed that the maximum remuneration 2025 was not exceeded, as can be seen in the table below.

Retrospective review of the maximum remuneration for the year 2022

Alexander Geis

Chairman of the

Management Board since February 26, 2019

Non-performance-related remuneration

Base salery

734,000.00

Fringe benefits

30,000.00

Total

764,000.00

One-year variable compensation

STI 2022

360,297.00

Multi-year variable remuneration

LTI 2022 - 2025

474,626.16

Total

834,923.16

Total remuneration

1,598,923.16

Maximum remuneration

1,984,000.00

In this context, the maximum remuneration for the 2022 financial year of Dr. André Philipp, who left the Management Board in June 2023, was also reviewed. Here too, the review showed that the maximum remuneration was not exceeded.

APPROPRIATENESS OF MANAGEMENT BOARD REMUNERATION

When setting the amount of total remuneration, the Supervisory Board ensures that it is commensurate with the tasks and performance of the respective Management Board member. The criteria for assessing the appropriateness of remuneration are therefore the individual tasks and performance of the Management Board member. When setting the amount of total remuneration, the Supervisory Board ensures that the customary level of remuneration does not exceed the level paid at a suitable peer group of comparable companies in an external comparison nor to the overall workforce in an internal comparison, unless there is special justification for doing so. The external assessment is primarily based on a comparison with all the other companies listed on the SDAX. For comparative purposes, SAF-HOLLAND is positioned within the respective peer group market based on the evaluation criteria of sales, headcount and market capitalization. From this positioning, the remuneration paid to Management Board members is reviewed for its market conformity.

In making this assessment, the Supervisory Board is supported by an independent external remuneration consultancy. The latter most recently confirmed in June 2024 that the remuneration of the members of the Management Board in office is to be considered market-based and thus appropriate.

To assess the market conformity of total remuneration within the company, the Supervisory Board also considers the remuneration and working conditions of the Group workforce in Germany on an FTE basis. The ratio of Management Board remuneration to the remuneration of the entire workforce is also taken into account over time (vertical remuneration comparison). The company's economic position and performance also need to be appropriately taken into consideration.

The company's earnings development and the average remuneration paid to employees in Germany on an FTE basis over the last five years compared to the annual change in Management Board remuneration are presented in the following table:

Total remuneration paid (actual)

2021

2022

2023

2024

2025

Management Board compensation in EUR thousand

Alexander Geis since February 26, 2019

1,241.9

1,216.4

1,954.0

2,031.0

1,868.0

Change compared to previous year in %

31.6

-2.0

59.2

3.9

-8.0

Frank Lorenz-Dietz since January 1, 2023

666.0

807.0

864.0

Change compared to previous year in %

21.2

7.1

Supervisory Board remuneration in EUR thousand

Dr. Martin Kleinschmitt since April 1, 2013

115.0

120.5

146.0

149.0

149.5

Change compared to previous year in %

6.0

4.8

21.7

2.1

0.3

Carsten Reinhardt since April 1, 2017

50.2

53.3

68.5

66.0

79.8

Change compared to previous year in %

3.6

2.5

28.5

-3.6

20.9

Ingrid Jägering since October 1, 2019 to May 20, 2025

69.0

68.0

102.5

104.5

39.3

Change compared to previous year in %

7.0

-1.4

50.0

2.0

-62.4

Matthias Arleth since July 1, 2020

69.0

68.5

76.0

77.5

78.5

Change compared to previous year in %

100.6

-0.7

10.9

2.0

1.3

Jurate Keblyte since April 1, 2023

49.9

69.5

70.0

Change compared to previous year in %

39.3

0.7

Dagmar Rehm since May 1, 2025

53.3

Change compared to previous year in %

-

Hans-Werner Kaas since July 1, 2025

26.3

Change compared to previous year in %

-

2021

2022

2023

2024

2025

Adjusted EBIT margin in %

7.5

8.0

9.6

10.1

9.5

Annual changes compared to the previous year in percentage points

1.4

0.5

1.6

0.5

-0.6

Result for the period SAF-HOLLAND SE in EUR thousand

20,624.0

23,985.0

48,523.0

59,113.0

40,017.8

Annual changes compared to the previous year in %

917.50

16.30

102.31

21.87

-32.30

2021

2022

2023

2024

2025

Average employee compensation in EUR

51,613.00

57,617.00

57,409.00

59,927.51

63,747.41

Annual changes compared to the previous year in %

-2.01

11.63

-0.36

4.39

6.37

NON-PERFORMANCE-BASED FIXED REMUNERATION Fixed annual base salary

The base salary represents fixed remuneration for the full year and is granted on a monthly basis. Unlike many other companies, the members of the Management Board do not receive pension benefits from the company for their services. Since fiscal year 2018, the fixed remuneration has included a compensation component that adequately compensates for pension benefits.

Fringe benefits

The taxable fringe benefits of the Management Board consist primarily of the use of a company car and the financial loss liability insurance with a deductible of 10% (D&O insurance). As well as the assumption of costs for the occupational accident insurance, which also covers insurance benefits in the event of death. In addition, health and pension insurance contributions are made in accordance with social security regulations. In the event of incapacity to work due to illness, the remuneration will be paid for a maximum of six months.

PERFORMANCE-BASED VARIABLE REMUNERATION

The performance-based remuneration components are the short-term incentive (STI), which relates to the performance in the respective fiscal year, and the long-term incentive (LTI), which measures performance over a number of years. The two components are based on different measurement bases and have different performance parameters corresponding to their respective performance periods. These performance-based variable remuneration components are granted on the basis of financial and non-financial performance criteria.

Variable remuneration components are to be measured on a multi-year assessment basis. In accordance with the recommendation of the GCGC, the Supervisory Board ensures that the long-term variable remuneration components exceed the short-term components in determining variable remuneration. At the same time, sufficient emphasis is placed on the annual operating targets, which serve as the basis for the future development of the company, within the framework of short-term variable remuneration.

No subsequent changes may be made to the target values or the comparison parameters for variable remuneration. Both of the variable remuneration components in 2025 are presented in detail below.

Short-term variable remuneration (STI) Basic structure

The annual bonus consists of a variable cash payment that is based on the company's measurable performance in the past fiscal year and the degree to which the individual targets were achieved. The STI is calculated using financial and nonfinancial performance criteria that are based on the key performance indicators explained below and the individual targets derived from them. The individual targets are used to take the individual performance of each member of the Management Board into consideration in determining the remuneration.

Individual targets must consist of financial and non-financial targets and include the environmental, social and governance (ESG) performance criteria set by the company in keeping with its corporate social responsibility. Business targets have a weighting of 75% and comprise three specific targets. The individual targets also consist of three targets and are weighted at 25% of the total. The following table provides an overview of the targets and their percentage weighting for 2025.

Overview of the targets and their percentage weighting:

TYPE OF TARGETS

DEFINITION OF THE TARGETS

PERCENTAGE WEIGHTING

− Group sales

25%

Corporate targets



− Adjusted EBIT margin



25%

− Net working capital ratio

25%

− Strategic business development

− Corporate culture

Possible individual targets



− Diversity

− Employees and leadership

− Environment

− Corporate social responsibility

25%

Total amount

100%



A lower limit of 75% and an upper limit of 150% apply to target achievement. If the sum of the weighted individual target achievement is below 75% (threshold value), no pro rata payment of the target bonus is granted. The amount of remuneration to be paid is calculated by multiplying the percentage of target achievement by the target bonus amount. For the year a Management Board member joins the company and for the year the member leaves the company, the member is entitled to a pro rata bonus. The short-term variable remuneration is paid out in the year following the respective fiscal year.

The calculation of the target achievement factor is based on the individual measured target achievement factors based on their weighting. Multiplying the total target achievement factor by the STI target amount results in the STI payout amount. The aforementioned upper and lower limits of 150% and 75% apply here. Payment is made at the end of the first quarter of the following fiscal year for which the respective STI was granted.

Calculation of the STI payout:

Individual target achievement factor (75% - 150%)

Target

Pay-out

Corporate targets (75% weighting) Individual targets (25% weighting)

Pay-out cap = 150% of the target

Structure Company targets

Three company targets were defined for fiscal year 2025

  • Group sales,

  • Adjusted EBIT margin as a % of sales and

  • Net working capital ratio as a % of sales

These take the overall responsibility of the Management Board into consideration and set incentives geared primarily towards the company's continued growth, better profitability and stronger cash flow.

A core element of the company strategy is profitable growth, whereby sales constitute an important instrument in planning the next business-related steps.

The adjusted EBIT margin provides incentives to strengthen the company's operating profitability. EBIT measures earnings before interest and taxes. The EBIT ratio also takes depreciation and amortization into account and promotes investments that generate an appropriate return on capital employed. SAF-HOLLAND adjusts for special items outside of ordinary business activities in order to manage and present the Group's underlying operating earnings situation. These include depreciation and amortization of property, plant, and equipment and intangible assets from purchase price allocations (PPA), reversals and impairments, restructuring and transaction costs, valuation effects from option valuations, and other one-time effects such as expenses related to post-merger integration.

Next to profitability, the effective management of working capital, measured as the sum of inventories and trade receivables less trade payables, is also a key factor in cash flow.

Individual and sustainability targets

For fiscal year 2025, the Supervisory Board set two individual targets in the direct area of responsibility of each Management Board member as well as one target each in the area of sustainability. The individual targets contribute specifically to increasing the efficiency of the Group's projects and advancing the company's further development.

As a globally operating company in the trailer and truck industry, SAF-HOLLAND strives to make an important contribution to the future and society by providing innovative products and acting sustainably. The focus of the sustainability target for 2025 was the implementation of the ESG strategy, including improving the company's score within the ESG platform EcoVadis.

Target achievement

The following table shows the key performance indicators for the annual bonus 2025 (payable in the year 2026), their performance corridors and the corresponding target achievement, with the resulting overall target achievement, including the respective payout amounts, presented in detail for the current members of the Management Board:

Current members of the

Management Board

Subject area

Concrete target

Actual Target

achievement

Target

achievement

Alexander Geis (CEO) since February 26, 2019

Business development

Development of a strategy for dealing with the geopolitical challenges and opportunities of 2025

150%

100%

Business development

Realization of the potential associated with the latest Italian acquisitions for SAF-HOLLAND

150%

100%

ESG

Implementation of ESG strategy - Improvement in ESG rating - ECOVADIS score 2024 55/100

150%

100%

Frank Lorenz-Dietz (CFO) since January 1, 2023

Business development

Global Operations (Improvement BROSI Scores)

150%

100%

Project innovaton

SAP S/4HANA Integration

75%

100%

ESG

Implementation of ESG strategy - Improvement in ESG rating - ECOVADIS score 2024 55/100

150%

100%

For the CEO, Alexander Geis, the individual targets for fiscal year 2025 were defined as developing a strategy for dealing with geopolitical challenges and opportunities, and realizing the potential associated with the recent Italian acquisitions for the acquired companies. The first goal, the development of a strategy with regard to geopolitical challenges and opportunities, was achieved at 150%. This is based on the fact that Alexander Geis presented a fully developed strategic concept paper with various scenarios and appropriate measures for dealing with the identified opportunities and risks. The second individual goal, namely realizing the potential of the recent Italian acquisitions, was also achieved with 150% target achievement. The top five measures required for this were fully implemented by the end of the fiscal year 2025.

For the other member of the Management Board, Frank Lorenz-Dietz, the individual goals for the fiscal year 2025 were defined as the integration of SAP S/4HANA and the rollout and improvement of the BROSI score within the Global Operations division. The integration of SAP S/4HANA in the American plants was completed in the past fiscal year with a target achievement of 75% instead of the targeted 100%. The rollout of the BROSI health and safety management system, on the other hand, was completed with 150% of the target achieved. The BROSI score improved by 5% compared to the fiscal year 2024.

The implementation of the ESG strategy, including an increase in the company's score within the ESG platform EcoVadis, was selected as an identical management board goal in the area of sustainability. The goal here was to increase the current company score from 55/100 to 60/100. This sustainability goal was not only achieved but even exceeded with a new company score of 65/100. In addition, SAF-HOLLAND was awarded a bronze medal in recognition of his sustainability achievements.

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