SNP Schneider Neureither & Partner : Annual Report fiscal year 2025

About this update from Snp Schneider-neureither & Partner Se

Annual Report 2025 KEY FIGURES in € million, unless otherwise indicated 2025 2024 Delta Delta in % Order entry 345.2 310.6 34.6 11% Revenue 296.8 254.8 42.0 16% EBITDA 58.1 40.0 18.1 45% EBIT 47.4 28.6 11.3 66% Profit or loss for the period 31.5 20.1 11.8 56% Earnings per share (in €) 4.37 2.78 1.59 57% Operating cash flow 30.2 40.8 -10.6 -26% Cash and cash equivalents 46.2 72.5 -26.3 -36% Employees as of December 31 1,676 1,562 114 7% in € million, unless otherwise indicated Q4 2025 Q4 2024 Delta Delta in % Order entry 108.3 101.1 7.2 7% Revenue 83.6 72.0 11.6 16% EBITDA 19.8 11.1 8.7 78% EBIT 16.9 8.2 8.7 107% Profit or loss for the period 12.7 8.4 4.3 51% Earnings per share (in €) 1.76 1.00 0.76 76% Operating cash flow 13.4 24.9 -11.5 -46% Content TO OUR STAKEHOLDERS 06 Letter of the CEO 1 0 Report of the Board of Directors 14 SNP in the Capital Markets 18 Corporate Governance 30 Independant Auditor's Report 41 Independant Auditor's Report on the Consolidated Sustainability Statement COMBINED MANAGEMENT REPORT 47 Strategy and Business Model 50 Subsidiaries Competitive Strengths Partner Strategy Research and Development 52 Employees 53 Remuneration Report 58 Economic Report for the SNP Group 68 Economic Report for the SNP SE 72 Opportunity and Risk Report 88 Consolidated Non-Financial Statement 144 Forecast Report CONSOLIDATED FINANCIAL STATEMENTS 154 Consolidated Balance Sheet 156 Group Income Statement 157 Consolidated Statement of Comprehensive Income 158 Consolidated Cash Flow Statement 159 Consolidated Statement of Changes in Equity 160 Notes to the Consolidated Financial Statements 175 Segment Reporting ANNUAL FINANCIAL STATEMENTS 212 Balance Sheet (HGB) 214 Profit and Loss Account (HGB) Success Story The BMW Group BMW Group's Regensburg plant proved that even the most complex SAP migrations can go live smoothly, on time, and without disruption. The result: uninterrupted production, higher output than expected, and a scalable blueprint for future rollouts. SNP drove successfully the SAP S/4HANA rollout at BMW Group Plant Regensburg. Scan the QR code and learn more about the successful project. To our Stakeholders "Our vision is to empower organizations worldwide to increase their business agility sustainably through data-enabled transformation capabilities. With this in mind, we place special emphasis on driving measurable customer success and forming close partnerships with companies that implement innovative solutions together with us." Dr. Jens Amail, Chief Executive Officer (CEO) LETTER OF THE CEO Dear Shareholders, Dear Friends of SNP, When we look back at 2025, what truly stands out is how the company continued to grow, and while doing so remained true to the vision of our founder, Andreas Schneider-Neureither. These past months demonstrated the power resulting from the combination of innovation, operational progress, and the trust of our customers and partners. At the same time, they revealed how a long-standing commitment to quality, customer focus, and reliability has enabled SNP to become more relevant and competitive in a dynamic market environment. Furthermore, one year on from Carlyle's investment, the tangible benefits the partnership brings for SNP are clear. Their backing stands for stability and independence, and we have their full support in further executing our strategy. In 2025, the company's revenue grew to around €297 million - an increase of 16% compared with the previous year. EBIT increased by 66% to around €47 million, with an EBIT margin of approximately 16%. With order entry up 11% to around €345 million and a book-to-bill ratio greater than one, we are in a strong position going forward. We were also thrilled to exceed our forecast again, especially as it had already been raised during the year. We achieved this development through consistent acceleration of our strategic growth drivers: Our software business grew over-proportionally, we further increased the share of recurring revenues, and our partners have significantly expanded their business with us. Our international presence is also continuing to gain momentum. The Kyano platform is the technology behind this development. It brings together analysis, migration, and data management capabilities in an integrated, modular environment, enabling companies to implement complex SAP transformations more quickly, securely, and efficiently. Following Kyano's successful launch in 2024, last year we expanded the platform's features, enhanced the underlying technology, and became firmly established in the market. Vision and Customer Success Our vision is to empower organizations worldwide to increase their business agility sustainably through data-enabled transformation capabilities. With this in mind, we place special emphasis on driving measurable customer success and forming close partnerships with companies that implement innovative solutions together with us. The Kyano platform offers our customers end-to-end support throughout the entire transformation cycle -ranging from continuous analysis and holistic data management to migration and restructuring initiatives. At the same time, it enables the seamless integration of partner solutions. In developing Kyano, we strive to maximize security and compliance while delivering measurable added value at all times. Artificial intelligence is a key strategic focus area as well. AI capabilities allow us to accelerate transformations, enhance our customers' user experience by greatly reducing the volume of project work, and enable the analysis of large, complex data sets. We see significant future potential in harnessing AI on our platform - particularly when dealing with unstructured data, which accounts for around 80% of all company information. Expanding Our Reach Our international growth is a clear indication that we are on the right track. In France, we established a new location in Paris, further expanding our market presence and more than doubling our business there. We are also continuing our growth in North America. For customers like Northrop Grumman, we realize highly technical, large-scale transformation programs with long-term value in mind. And global companies such as PepsiCo, Pfizer, Adobe, and BMW were represented at Transformation World 2025 - demonstrating the relevance and appeal of our solutions across all markets and industries. In the Middle East, we significantly strengthened our regional presence by opening a new location in Dubai. Projects such as the SAP S/4HANA transformation at Al-Futtaim Automotive emphasize our ability to implement business-critical programs with near-zero downtime. In Japan & Asia-Pacific, we filled strategic leadership roles with highly qualified industry experts from the region - including the newly created COO position. These changes to the organizational structure allow us to fully address the growing demand in these markets. Today, we operate in all relevant transformation markets worldwide, harnessing our powerful platform, strong partner ecosystem and an organization able to deliver at a global scale. Partner Ecosystem The work we do with partners plays a key role in our strategy. For the first time ever, we are generating over 50% of our order entry through partners such as Accenture, IBM, Deloitte, and PwC. Our close and trusting relationship with SAP remains extremely important too: Together, we are driving forward global RISE with SAP projects, and SNP was among the first companies to migrate from a RISE infrastructure to SAP S/4HANA Cloud Public Edition. Team, Leadership, and Governance None of these successes would have been possible without our dedicated team of more than 1,600 employees at 34 locations worldwide. Our most recent employee survey confirms a high level of commitment, innovation strength, and support for our strategic direction. We also continued to develop our management structure in 2025. This involved making targeted investments in the development of our managers while continuing to sharpen our future-ready management model and guide our organization toward sustainable growth. I would like to express my sincere gratitude to the members of the Supervisory Board who stepped down in 2025, Dr. Karl Biesinger and Prof. Dr. Thorsten Grenz. Their dedication provided valuable impetus for the strategic development of our company. Our new Chairman Willi Westenberger and Vice Chairman Michael Wand bring proven capital market and transformation expertise to the Supervisory Board. Outlook Looking ahead, we are purposefully investing in business models with recurring revenue streams, employee development, greater process scalability, and the development of a sustainable management model. At the same time, we are continuously expanding our portfolio and strengthening our innovation capabilities. Artificial intelligence remains a key strategic priority to help leverage our decades of transformation expertise and share it with our customers both auditably and securely. With Carlyle as a strategic investor, a clear governance structure, and a solid operational base, we are maintaining our focus on profitable growth - in the interest of our customers, partners, and employees. I would also like to take this opportunity to express my special thanks to all SNP teams worldwide, whose dedication and expertise have made this success possible. Together, we will continue to create long-term, lasting value in 2026 and beyond, helping our customers to remain agile and successful in a highly dynamic market environment. Warmest regards, Jens Amail Board of directors (from left to right): Dr. Jens Amail, Chief Executive Officer (CEO) and Andreas Röderer, Chief Financial Officer (CFO) REPORT OF THE SUPERVISORY BOARD Dear Shareholders, We hereby report on the Supervisory Board's activities in the 2025 fiscal year. COOPERATION BETWEEN THE SUPERVISORY BOARD AND EXECUTIVE BOARD For SNP SE, the efficient and trusting cooperation between the Executive Board and Supervisory Board is a fundamental principle of responsible corporate governance and oversight. In the 2025 fiscal year, the Supervisory Board performed all its duties in accordance with the law, the Articles of Association, and the rules of procedure. It dealt extensively with the situation and development of SNP and regularly advised and monitored the Executive Board in its management of the company. KEY OVERSIGHT AND ADVISORY ISSUES The main focus was on the following topics in the 2025 fiscal year: Audit and approval of the consolidated and annual financial statements for 2024 Regular business updates Takeover offer made by Succession German Bidco GmbH, a holding company advised by the global investment firm Carlyle Determination of the agenda for the 2025 Annual General Meeting in light of the conclusion of a control and profit transfer agreement between SNP Schneider-Neureither & Partner SE and Succession German Bidco GmbH Meetings of the Board of Directors The Supervisory Board held three ordinary meetings and six extraordinary meetings in the 2025 fiscal year; two of the three ordinary meetings were held in person, while all four extraordinary meetings were held virtually. Five resolutions were passed by circular resolution. Meetings of February 3 and 10, 2025 The two extraordinary meetings in February focused mainly on the voluntary public takeover offer made by Succession German Bidco GmbH. The Supervisory Board examined the offer in detail together with the Executive Board. Both bodies came to the conclusion that the proposed transaction represents a number of significant opportunities for SNP. The Supervisory Board drew up a statement in response to the takeover offer together with the Executive Board after reviewing all of the relevant documents. This statement addressed both the financial aspects of the offer and its long-term strategic implications. The statement was published in line with statutory requirements. The budget for 2025 was also discussed and approved. Meeting of March 21, 2025 (meeting to approve the financial statements) The meeting to approve the financial statements focused on the annual and consolidated financial statements and the combined management report for the 2024 fiscal year, including the non-financial statement and assessment of the dependency report for the 2024 fiscal year. The report of the Supervisory Board, the remuneration report, and the proposal on the appropriation of profit for the 2024 fiscal year were also approved at this meeting. This meeting also focused on the variable remuneration component for members of the Executive Board and included an update on the voluntary public takeover offer of Succession German Bidco GmbH. Meeting of April 9, 2025 This meeting addressed the strategic and corporate planning, and related draft resolutions were approved. Meeting of May 16, 2025 This meeting focused on amending the remuneration systems for the Supervisory Board and the Executive Board and approving the agenda for the 2025 Annual General Meeting while taking the approved control and profit transfer agreement between SNP Schneider-Neureither & Partner SE and Succession German Bidco GmbH into account. The committees also discussed updates to the risk management system. Meeting on July 1, 2025 The first meeting of the newly appointed Supervisory Board was held on July 1, 2025, following the Annual General Meeting. Willi Westenberger was elected Chairman, while Michael Wand was elected Deputy Chairman. Michael Wand was then elected as Chairman of the Audit Committee. Meeting of December 18, 2025 This meeting focused on the company's recent performance, the results of the most recent employee survey, and various aspects of SNP's business development. No resolutions were passed at the Supervisory Board meetings held on May 28, 2025 and June 10, 2025. Further resolutions passed by circular resolution Resolutions that were the subject of previous consultations or for which no oral discussion is required are generally passed by circular resolution outside of meetings. In the 2025 fiscal year, the majority of these were related to resolutions that required the approval of the Supervisory Board in accordance with its rules of procedure. PERSONNEL CHANGES IN THE COMMITTEES Dr. Karl Benedikt Biesinger and Prof. Thorsten Grenz stepped down from the Supervisory Board at the end of the 2025 Annual General Meeting. In the new Supervisory Board election, Michael Wand and Willi Westenberger were elected to the Supervisory Board. At the subsequent constituent meeting, Willi Westenberger was elected Chairman of the Supervisory Board, and Michael Wand was elected Deputy Chairman. Michael Wand was then elected as Chairman of the Audit Committee. In the 2025 fiscal year, there were no changes to the personnel of the Executive Board. In December 2025, the Supervisory Board decided to reappoint CEO Dr. Jens Amail early for a further five years until December 2030, superseding his existing appointment. This re- flects the company's stability and the Supervisory Board's confidence in management. Conflicts of Interest In accordance with Section 27 of the German Securities Acquisition and Takeover Act (WpÜG), Dr. Karl Benedikt Biesinger recused himself from all resolutions related to the statement to avoid a potential conflict of interest due to his business relationship with the former anchor shareholder. As in the previous year, the same applies to the community of heirs of Dr. Andreas Schneider-Neureither due to business relationships with a member of the community of heirs of Dr. Andreas Schneider-Neureither. THE WORK OF THE AUDIT COMMITTEE In particular, the Audit Committee monitors the accounting process, the effectiveness of the internal control system, and the risk management system, as well as the audit of the annual and consolidated financial statements, in particular the independence and qualifications of the auditor and their performance, including the commissioning of additional non-audit services. To this end, the Chairman of the Audit Committee regularly reviewed the progress of the audit of the annual and consolidated financial statements and reported on this to the Audit Committee. The Audit Committee regularly consulted with the auditor - also without the Executive Board. The Audit Committee also monitors the effectiveness of the compliance management system. The Audit Committee consists of three members: the committee was chaired by Prof. Thorsten Grenz until June 30, 2025; Dr. Karl Benedikt Biesinger and Peter Maier were also members of the Audit Committee. Michael Wand has been the Chairman of the Audit Committee since July 1; Willi Westenberger and Peter Maier have also been members of the Audit Committee since that date. The Audit Committee held a total of two meetings in the 2025 fiscal year, both of which were in person. At its meeting on March 21, 2025, in the presence of the auditor, Rödl & Partner GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft ("Rödl & Partner"), Nuremberg, the Audit Committee dealt with the annual and consolidated financial statements, the combined management report, the Executive Board's proposal for the appropriation of net profit and the selection and independence of the auditor for the 2025 fiscal year, and the corresponding resolution recommendation to the Annual General Meeting. It also addressed the quality of the final audit. The agenda of the meeting on October 22, 2025, focused on monitoring accounting processes and the auditing of financial statements. It also discussed internal procedures, along with the monitoring of the internal control system and risk management system. AUDIT OF ANNUAL AND CONSOLIDATED FINANCIAL STATEMENTS Rödl & Partner was reelected as auditor of the annual and consolidated financial statements for the 2025 fiscal year by the Annual General Meeting of SNP SE on June 30, 2025. The Audit Committee subsequently commissioned Rödl & Partner with the audit. Rödl & Partner audited the annual financial statements prepared by the Executive Board and the consolidated financial statements, including the combined management report, each relating to the 2025 fiscal year, and issued an unqualified audit opinion. The signatories of the audit certificate and responsible for the audit at Rödl & Partner are the auditors Dr. Christian Maier and Markus Selk for the annual financial MEETINGS OF THE SUPERVISORY BOARD AND THE AUDIT COMMITTEE IN THE 2025 FISCAL YEAR SUPERVISORY BOARD MEETINGS AUDIT COMMITTEE Attended Meetings Rate of attendance in % Attended Meetings Rate of attendance in % Dr. Karl Benedikt Biesinger 7 7 100% 1 1 100% Prof. Dr. Thorsten Grenz 7 7 100% 1 1 100% Peter Maier 9 9 100% 2 2 100% Willi Westenberger 2 2 100% 1 1 100% Michael Wand 2 2 100% 1 1 100% statements, the consolidated financial statements, and the combined management report. The annual and consolidated financial statements and the combined management report (including the sustainability statement in accordance with the European Sustainability Reporting Standards, ESRS), as well as the auditor's reports, were presented to the Supervisory Board, and personally explained to both the Audit Committee and the entire Supervisory Board by the Executive Board and the auditors responsible for conducting the audit. The Executive Board's proposal for the appropriation of net profit was also submitted to all members of the Supervisory Board. The Audit Committee and the Supervisory Board examined the financial statements, the combined management report, and the audit reports in detail at their meeting on March 24, 2026. At the meeting, the auditors reported on the scope, focus, and key findings of their audit, focusing in particular on key audit matters and the audit procedures performed, and were available to answer questions and provide additional information. Following the final result of the audit by the Supervisory Board, no objections were raised. The Supervisory Board approved the results of the audit and concurred with the Executive Board's assessment of the situation of the Group and SNP SE. The Supervisory Board has, therefore, approved and thus adopted the annual financial statements and consolidated financial statements of SNP Schneider- Neureither & Partner SE prepared by the Executive Board. Furthermore, it has agreed to the Executive Board's proposal on the appropriation of profit. The remuneration report was audited separately by the auditor. In addition to the formal audit required by law in accordance with Section 162 (1) and (2) AktG, the content of the remuneration report was also audited. Details of the remuneration report can be found on the compa-ny's website at https://investor-relations.snpgroup.com/ en/governance/. CORPORATE GOVERNANCE The Supervisory Board also dealt with the topic of corporate governance and the GCGC in the 2025 fiscal year. The Executive Board and Supervisory Board report in detail on the implementation of the GCGC in the corporate governance declaration. The declaration of conformity is published on the company's website: https://investor-relations.snpgroup.com/en/governance/ . Dependency report The Executive Board has prepared a report on relation-ships with affiliated companies in accordance with Section 312 AktG. The auditors have audited this report and issued the following opinion: "Based on our audit and assessment in accordance with professional standards, we confirm that the factual information in the report is correct, that the consideration paid by the company for the legal transactions listed in the report was not inappropriately high or that disadvantages were compensated for, and that there are no circumstances that indicate a materially different assessment of the measures listed in the report than that made by the Executive Board". The dependent company report of the Executive Board and the auditor's report on this were submitted to the Audit Committee and the Supervisory Board in good time. Thanks to the Members of the Management Board and Employees We would like to thank the members of the Executive Board, the Managing Directors of the Group companies, and all employees for their high level of personal commit-ment, their achievements, and their ongoing dedication to SNP SE and express our appreciation to them. For the Supervisory Board Willi Westenberger SNP IN THE CAPITAL MARKETS Security identification number 720 370 Ticker symbol SHF Market segment Prime Standard Class No-par-value shares Shares as of 7,385,780 (share capital: December 31, 2025 € 7,385,780) CDAX, DAXsector All Software, DAXsubsector All IT-Services, Prime All-Share, Prime Stan- Indices dard Index VOLUNTARY PUBLIC TAKEOVER OFFER CONTROL AND PROFIT TRANSFER AGREEMENT KEY SHARE DATA On January 31, 2025, Carlyle made a voluntary public takeover offer for all outstanding shares of SNP through Succession German Bidco GmbH 1 . The Executive Board and Supervisory Board published a joint reasoned statement to the shareholders of SNP in response on February 10, 2025. Both boards reaffirmed their support for the new partnership and recommended accepting the public takeover offer. On April 10, 2025, Carlyle announced the completion of the voluntary public cash takeover offer for all out-standing shares of SNP. The company secured 77.78% of SNP's share capital. 1 Succession German Bidco GmbH is a holding company controlled by investment funds and is advised and/or managed by Carlyle and its affiliates. A control and profit transfer agreement with Succession German Bidco GmbH was approved by the Annual General Meeting in 2025. This agreement came into effect on January 1, 2026, when it was entered in the commercial register. Shareholders will receive an annual compensation payment of € 3.95 (gross); the first compensation payment will be made after SNP's Annual General Meeting in 2027. Under the terms of the control and profit transfer agreement, shareholders are entitled to sell their SNP shares to Succession German Bidco GmbH for € 61.00 (gross) per share. SHARE PERFORMANCE INDICATORS 2025 2024 (€) 4.37 2.78 (€ million) 567 463 (€) 76.80 62.20 (€) 80.00 62.60 (€) 61.80 42.10 Earnings per share (undiluted) Market capitalization as of the end of the year Year-end closing price Highest price Lowest price DEVELOPMENT OF SNP SHARE IN 2025 SNP (XETRA) SDAX DAX ANALYSTS M.M. Warburg 140% 130% 120% 110% 100% 90% 80% FINANCIAL CALENDAR Q4 2025 March 26, 2026 Q1 2026 May 7, 2026 Annual General Meeting June 17, 2026 Q2 2026 July 30, 2026 Q3 2026 November 5, 2026 JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC Success Story Northrop Grumman "Years ago, you'd run a transformation project once every five or ten years. Now, companies must be in a permanent state of readiness - to change fast, to innovate, to stay resilient. That's why a partner like SNP is critical to supporting our digital ecosystem. You understand what it takes, and you continue to deliver." Will Setiyawan, Global ERP Lead, Northrop Grumman Scan the QR code and learn more about the successful project. Corporate Governance CORPORATE GOVERNANCE Corporate Governance Statement 2025 Effective implementation of corporate governance principles is a key element of the corporate policy of SNP Schneider-Neureither & Partner SE (hereinafter: "SNP SE" or "SNP"). Transparent and responsible corporate governance is a critical precondition for the achievement of the company's goals and for increasing its enterprise value over the long term. The Supervisory Board and Executive Board work closely together for the benefit of the entire company in order to ensure efficient corporate management and control geared towards sustainable value creation through good corporate governance. In the following statement, we explain the essential foundations of the corporate governance of SNP SE pursuant to the legal requirements of Section 315d in conjunction with Section 289f of the German Commercial Code (HGB) and the German Corporate Governance Code (GCGC or "the Code"). DECLARATION OF CONFORMITY WITH THE RECOMMENDATIONS OF THE GOVERNING COMMISSION OF GERMAN CORPORATE GOVERNANCE CODE In accordance with Section 161 AktG in conjunction with Article 9 (1) c) ii) SE Regulation, the Executive Board and Supervisory Board of a listed SE with its registered of- fice in Germany are obliged to declare once a year whether the German Corporate Governance Code (GCGC) in its currently valid form has been and is being complied with or which recommendations of the Code have not been or are not being applied and why not. In the event of changes during the year between two regular declarations, the declaration must be updated. Declaration of Conformity 2025 The Executive Board and Supervisory Board of SNP SE declare in accordance with Section 161 (1) AktG that since the submission of the last declaration of conformity in March 2025 the recommendations of the Government Commission on the German Corporate Governance Code (GCGC) in the version of the GCGC dated April 28, 2022, published in the Federal Gazette on June 27, 2022, have been and will continue to be complied with, with the exception of the following deviations: Recommendation B.3 of the Code, according to which the initial appointment of members of the Executive Board should be for a maximum of three years, was not complied with. Andreas Röderer was appointed as a member of the Executive Board for a period of five years with effect from November 1, 2023. This took into account the fact that he was previously a Managing Director of SNP. Dr. Jens Amail's early contract extension does not comply with recommendation B.4 of the Code, which states that any reappointment prior to one year before the end of an appointment period at the same time as termination of the current appointment should only happen if special circumstances apply. The Supervisory Board's decision to reappoint Dr. Amail early for a further five years until December 2030 and terminate the current appointment reflects the performance of the company in recent years and is a sign of stability and confidence in the company's management. Recommendation B.5 provides for an age limit for members of the Executive Board. SNP SE does not believe that a fixed age limit should be set for members of the Executive Board, as this cannot take individual circumstances into account and would also restrict the Supervisory Board in its selection of Executive Board members. In accordance with recommendation C.2 , an age limit specified for members of the Supervisory Board should also be stated in the corporate governance statement. The Supervisory Board is elected by the shareholders of SNP SE. An age limit can lead to rigid regulations and establish an unintended exclusion criterion that could run counter to the company's objective of attracting individuals with extensive experience to serve on the Supervisory Board. For this reason, a more flexible approach based on a case-by-case decision was given preference over a rigid limit. Recommendations C.6 and C.7 regarding the independence of Supervisory Board members are not fully complied with. The Supervisory Board consists of three members. Two members are regarded as representatives of the controlling shareholder and are therefore not classified as independent within the meaning of the Code. As a result, recommendation C.7 , according to which more than half of the shareholder representatives should be independent from the company and the Executive Board, is currently not complied with. According to recommendation C.10 , the Chair of the Supervisory Board and the Chair of the Audit Committee should be independent from the company and the Executive Board. The Chair of the Audit Committee should also be independent of the controlling shareholder. Both the Chair of the Supervisory Board and the Chair of the Audit Committee are regarded as representatives of the controlling shareholder; as a result, recommendation C.10 is not complied with. In accordance with recommendation D.4 , the Supervisory Board shall form a Nomination Committee composed exclusively of shareholder representatives that nominates suitable candidates to the Supervisory Board for its proposals to the Annual General Meeting for the election of Supervisory Board members. The Supervisory Board is of the opinion that the establishment of such a committee is neither necessary nor expedient due to the specific circumstances of the company, in particular the size of the Supervisory Board (currently three members) and its composition exclusively of shareholder representatives. In accordance with recommendation D.11, the company shall support Supervisory Board members sufficiently upon their appointment and during training and professional development measures and shall disclose such measures in the report of the Supervisory Board. The company did not initiate, fund, or provide any training on appointment, ongoing training, or professional development measures for Supervisory Board members in the reporting year. The members of the Supervisory Board already have the knowledge they need to perform their duties due to their professional and domain-specific experience. As no such measures took place during the reporting period, the Supervisory Board did not disclose any re- lated information in its report. The company will continue to support individual further training measures as needed in the future. In 2025, the remuneration system for Executive Board members was revised on the basis of a resolution passed by the 2025 Annual General Meeting. The revised remuneration system is essentially in line with the requirements of the Stock Corporation Act and the recommendations and suggestions of the German Corporate Governance Code in its current version; all deviations are listed below. Recommendations G.3 and G.10 were not fully complied with. In the reporting year, the Supervisory Board used an external peer group to assess whether the remuneration of the Executive Board is in line with usual levels (horizontal comparison). It also performed a vertical comparison within SNP SE. The disclosure of the composition of the peer group in accordance with recommendation G.3 was waived in the reporting year, as it is treated as part of the Supervisory Board's internal evaluation and decision-making process. Additionally, recommendation G.10 states that variable long-term remuneration should be granted predominantly in the form of shares or share-based remuneration with suitable minimum holding periods. The revised remuneration system replaced Long-Term Incentives (LTI) based on Total Shareholder Return (TSR) with a remuneration model based on Operating Cashflow (Operating CF). The new LTI system no longer includes any share- or share price-based remuneration components. As a result, the new LTI system does not comply with all aspects of recommendation G.10. The Supervisory Board believes that the Operating CF-based model provides a more accurate representation of the company's long-term growth in light of the com-pany's strategic focus and financial control parameters. This deviation does not affect the long-term incentive effect of the system, which is still geared toward multi-year periods. In addition to being reimbursed for their expenses, including the value-added tax due on their remuneration, Supervisory Board members receive basic remuneration of € 120,000 for each fiscal year. This also covers the assumption of memberships and chairmanships of committees, which means that recommendation G.17 , according to which the higher time commitment of committee members and their chairmen should be appropriately taken into account in the remuneration of Supervisory Board members, is not complied with. With the current remuneration system, the Supervisory Board takes into account the responsibility, the scope of activities, and the special circumstances of the Board's composition. In the "three-member Superviso- ry Board", the Audit Committee and the full Supervisory Board are identical, meaning that no additional remuneration is required for chairmanship or membership in this committee. No other committees have been set up (as explained). The current remuneration system does not provide for the payment of attendance fees. In accordance with recommendation D.12 , the Supervisory Board shall regularly assess the effectiveness of the Board and how its committees perform their duties. Given that the collaboration between the Supervisory Board and the Audit Committee in the current composition has only been in force since July 2025, an evaluation in 2025 did not yet appear necessary. However, a self-assessment will take place in the course of 2026. Heidelberg, Germany, March 20, 2026 For the Supervisory Board For the Executive Board Willi Westenberger Dr. Jens Amail The declaration of conformity is permanently available to the public on the company's website: https://inves-tor-relations.snpgroup.com/en/governance CORPORATE GOVERNANCE PRACTICES Responsible corporate governance SNP SE's corporate governance practices are characterized by fair, transparent, and professional cooperation with employees as well as business partners and the public. Responsible corporate governance also means complying with legal regulations within deci-sionmaking and control processes, and actively implementing recommendations that go beyond these regulations. We further strengthened our sustainability expertise in the year under review. This includes, among other things, integrating ESG criteria in the Executive Board remuneration to further reinforce sustainable action in the global business processes. Furthermore, sustainability is a fixed component of our internal risk management as well as of our Group-wide risk and opportunity inventory. This enables us to identify and manage sustainability-related risks and opportunities at an early stage. As in the previous year, we have decided to take into account the regulatory requirements of the future Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards The Annual General Meeting is chaired by the Chairman of the Supervisory Board. The Annual General Meeting (ESRS) in our sustainability reporting in the interest of promoting transparency. In doing so, we ensure that our business practices meet not only current but future requirements as well. Shareholders and Annual General Meeting The shareholders of SNP SE exercise their rights at the Annual General Meeting. In accordance with Article 19 of the company's Articles of Association, each registered share entitles the holder to one vote. Shareholdings of the Executive Board and the Supervisory Board No members of the Executive Board or the Supervisory Board held shares in SNP SE at the end of 2025: The Annual General Meeting is chaired by the Chairman of the Supervisory Board. The Annual General Meeting decides in all cases assigned to it by law and the Articles of Association. Supervisory Board The central task of the Supervisory Board is to advise and monitor the Executive Board. In accordance with the Articles of Association, the company's Supervisory Board consists of three members. The powers and duties of the Supervisory Board and its Audit Committee are governed by the German Stock Corporation Act, the Articles of Association, and the Supervisory Board's rules of procedure. Executive Board As the management body of a stock corporation, the Executive Board manages the business "under its own responsibility" (Section 76 (1) AktG) or independently of instructions and is bound by the interests and business policy principles of the company within the framework of the provisions of stock corporation law. In exercising its management authority, the Executive Board is also obliged to increase the value of the company on a sustainable basis. It reports regularly and comprehensively to the Supervisory Board on all key issues relating to business development, corporate strategy, and potential risks. The competencies and duties of the Executive Board are governed by the German Stock Corporation Act, the Articles of Association, the rules of procedure, and the schedule of responsibilities of the Executive Board. SHAREHOLDINGS AS AT DECEMBER 31, 2025 SHAREHOLDINGS AS AT DECEMBER 31, 2024 Dr. Karl Benedikt Biesinger 1 - - 4,757 0.1% Willi Westenberger 2 - - - - Michael Wand 2 - - - - Peter Maier - - - - Dr. Jens Amail - - 31,228 0,4% Andreas Röderer - - 429 - 1 Left the Supervisory Board upon conclusion of the 2025 Annual General Meeting 2 Appointed to the Supervisory Board by the 2025 Annual General Meeting Accounting and auditing The consolidated financial statements are prepared in accordance with IFRS, the annual financial statements in accordance with HGB. After preparation by the Executive Board, the consolidated financial statements and annual financial statements are audited by the auditor, approved or adopted by the Supervisory Board, and published within 90 days of the end of the fiscal year. Furthermore, interim reports are published for the first three quarters of a fiscal year in the form of two quarterly statements and a half-year financial report. Transparency An information policy geared towards uniform, comprehensive, and timely information is of great importance to SNP. Therefore, the company informs all stakeholders regularly and promptly about the company's situation and any significant business changes and developments. One of the most important communication tools is the company's website. Reporting also takes place in the annual report, in interim reports, and as part of meetings and teleconferences with investors, analysts, and journalists. Furthermore, additional information is published in the form of press releases and ad hoc announcements. The statutory reporting obligations, such as with regard to voting rights notifications or managers' own transactions, are complied with. Announcements, presentations, and reports are available in the Investor Relations section of SNP's website ( https://investor-relations.sn-pgroup.com/en/publications ). Compliance Trust is one of our basic values and assumes integrity, honesty, and incorruptibility. Compliance with all applicable statutory provisions and internal rules on the part of the company's management and employees is an integral aspect of our corporate culture. Measures in the area of compliance are continuously reviewed and updated on an ongoing basis by means of a compliance management system. Our Code of Conduct is at the heart of our corporate culture and encapsulates our key behavioral principles as well as the requirements for compliance with contractual and statutory obligations, anti-corruption measures, the protection of business and commercial secrets, and data protection. The Code of Conduct was refined in the reporting year to include aspects of sustainable corporate practices as well as environmental and social responsibility. All employees are obliged to comply with the compa-ny's Code of Conduct. The measures will be further developed in line with the company's risk situation and the effectiveness of the individual measures implemented will be regularly reviewed. For this purpose, the company offers all employees throughout the Group the opportunity to report legal violations within the company in a protected fashion using a digital whistleblower system. Employees may opt to submit such reports anonymously. Mandatory training is another key element for the avoidance of compliance violations. We offer e-learn-ing-based training for all of the company's employees worldwide. The mandatory training course covers the topics of occupational safety, information security, data protection, and equal opportunities, and also includes a compliance module. The near-universal completion rate of all employees emphasizes their commitment to our company values and the importance of compliance in our daily actions. Structure and working methods of the Executive Board and Supervisory Board, and composition of the Audit Committee The Executive Board and Supervisory Board work together closely and on the basis of trust in the interests of the company. The Chairman of the Supervisory Board coordinates the work of the Supervisory Board and chairs its meetings. The Supervisory Board has also appointed an Audit Committee. As a rule, the Executive Board attends the Supervisory Board meetings, reports in writing and orally on the individual agenda items and draft resolutions, and answers the questions of the Supervisory Board members. The Supervisory Board also meets regularly in the absence of the Executive Board. In accordance with Article 10 of the company's Articles of Association, the Supervisory Board appoints the members of the Executive Board and issues rules of procedure and a schedule of responsibilities for the Executive Board. The Chairman of the Supervisory Board decides whether the members of the Executive Board attend the meetings of the Supervisory Board. Finally, the Supervisory Board adopts rules of procedure and issues rules of procedure for the Executive Board. In its annual report to the Annual General Meeting, the Supervisory Board explains its activities and the activities of the Audit Committee. Information on the members and chairmen of the Supervisory Board committees is published on the company's website at https:// www.snpgroup.com/en/about-snp/company/manage- ment . There are currently no committees at the Executive Board level. The Supervisory Board must hold two meetings per calendar half-year. The Supervisory Board is quorate if all members have been invited and at least two of the members participate in the resolution. Resolutions of the Supervisory Board require a majority of the votes cast unless a different majority is prescribed by law or the Articles of Association. In the event of a tie, the Chairman has the casting vote. The Supervisory Board has established bylaws for its work. These can be found at https://www.snpgroup . com/en/about-snp/company/management. According to Section 6 of the company's Articles of Association, the Executive Board consists of at least two members and constitutes a quorum if at least half of its members attend the meeting. It passes resolutions by a simple majority of the votes of the members of the Board of Directors participating in the resolution. In the event of a tie, the Chairman has the casting vote. The remuneration of the members of the Executive Board consists of fixed and performance-related components. The remuneration report for the 2025 fiscal year, the auditor's report in accordance with Section 162 AktG, and the applicable remuneration system for the Executive Board and Supervisory Board are published in the remuneration report at https://investor-re-lations.snpgroup.com/en/governance . Independence of the Supervisory Board members A Supervisory Board member is considered independent within the meaning of the GCGC 2022 if he or she is independent of SNP and its Executive Board members and independent of a controlling shareholder of SNP. When assessing independence, the Supervisory Board is guided at least by the recommendations of the GCGC 2022. Accordingly, more than half of the members are to be independent of SNP SE and the Executive Board. This requirement has not been met (see the 2025 Declaration of Conformity for details). The work processes of the Audit Committee established for the first time in 2021 comply with the corresponding requirements of the German Stock Corporation Act and the GCGC. The Audit Committee consists of three members: the committee is chaired by the Deputy Chairman of the Supervisory Board, Michael Wand; Willi Westenberger and Peter Maier are also members of the Audit Committee. As financial experts, Michael Wand and Willi Westenberger have the necessary expertise in the areas of accounting and auditing; Michael Wand and Willi Westenberger are also familiar with auditing sustainability reporting. INFORMATION ON THE RESPONSIBILITIES AND DEPARTMENTS OF THE EXECUTIVE BOARD MEMBERS Executive Board Responsibilities and Departments Memberships in other supervisory boards and other similar bodies Dr. Jens Amail CEO since January 16, 2023, appointed to the Executive Board until December 18, 2030 (early ex-tension). Corporate Strategy Corporate Development/Change Management Product Management & Development Sales Partner Management Marketing Human Resources Services Management of the regions No further offices Andreas Röderer CFO since June 1, 2023; term of appointment to the Executive Board: until October 26, 2028. Legal & Compliance ESG Strategy & Reporting IT Finance & Controlling Investor Relations Shared Services M&A ERST GmbH No further offices INFORMATION ABOUT THE SUPERVISORY BOARD Management and Control Structure Supervisory Boards Willi Westenberger Willi Westenberger Chairman of the Supervisory Board Economist Member of the Supervisory Board since 2025 Elected until 2031 1 Michael Wand Deputy Chairman of the Supervisory Board Graduate in business administration Member of the Supervisory Board since 2025 Elected until 2031 1 Memberships in other supervisory boards and other similar bodies AutoForm Engineering GmbH Schaltbau Holding AG Flender GmbH GBTEC Software AG Incubeta Holdings International Ltd. Giotto.ai SA Shopware AG LiveU, Inc. Disguise Systems Ltd. DEPT Holding B.V. HSO Group B.V. 1 Up to the end of the Annual General Meeting that resolves on discharge for the 2030 fiscal year. 2 Up to the end of the Annual General Meeting that resolves on discharge for the 2028 fiscal year In accordance with the Code, the Supervisory Board should specify concrete objectives for its composition that take appropriate account of its international activities, potential conflicts of interest, the number of independent Supervisory Board members, and diversity. Objectives for the composition of the committees and competence profiles The target for gender diversity on the Supervisory Board is now 25% by November 30, 2028, provided that at least one person is added to the Board; the Supervisory Board currently consists of three people. The target for gender diversity on the Executive Board is 33% by November 30, 2028, provided that at least one person is added to the Board; the Executive Board currently consists of two people. The target ratios for the two management levels below the Executive Board are presented in the combined management report. Peter Maier Graduate in business administration in information technology Member of the Supervisory Board since 2023. Elected until 2029 2 No further offices Concept for succession planning for the Executive Board Together with the Executive Board members, the Supervisory Board ensures long-term planning for the succession of Executive Board members. The following key primary criteria qualify a candidate for a position on the Executive Board: Personality (incl. empathy) Integrity Strong leadership skills Technical qualifications for the position to be filled Performance to date Knowledge of SNP, its industry and its market environment Ability to adapt and redesign business models and processes in a rapidly changing environment Furthermore, the Supervisory Board also pays attention to diversity insofar as this can be reasonably implemented under the given conditions of a numerically small Executive Board. To this end, the Supervisory Board has adopted a diversity concept for the composition of the Executive Board. Diversity concept for the Executive Board Decisions as to which personality should be appointed to a specific position on the Executive Board are made by the Supervisory Board in the interests of the company, taking into account all circumstances of the individual case. In this context, the Supervisory Board considers the following aspects in particular: The Executive Board members should have many years of management experience, preferably acquired in internationally active companies. The Executive Board as a whole should have many years of experience in the field of software and IT services. The Executive Board members should have complementary profiles and professional experience. The target for gender diversity on the Executive Board is 33% by November 30, 2028, provided that at least one person is added to the Board; the Executive Board currently consists of two people. Competence profile of the Supervisory Board and its committees The Supervisory Board has set specific targets for its composition and developed a corresponding profile of skills and expertise for the entire Board and, in particular, its Audit Committee, which is aligned with the recommendations of the current version of the German Corporate Governance Code. Election proposals to the Annual General Meeting are generally based on this. The individual areas of responsibility and the status of implementation of the objectives set, as well as the assessment of the independence of the shareholder representatives on the Supervisory Board are shown in the following table 2 : 2 Compliance with disclosure requirement GOV-1 21c according to ESRS Diversity Areas of expertise Gender Male Male Male Nationality German German German Innovation, research, & development + + + Software industry + + + Finance and accounting + + Strategy and corporate management + + Supervision, control, corporate governance + + Sustainability + + Dr. Karl Benedikt Biesinger Michael Wand Peter Maier Disclosures on risk management The business activities of SNP SE are subject to a variety of risks that are inseparably linked to its entrepreneurial activity. Good corporate governance includes dealing with these risks responsibly. In order to identify risks at an early stage, to evaluate them, and to deal with them systematically, SNP SE employs effective management and control systems that are consolidated into a uniform risk management system. A detailed description of risk management can be found in the opportunity and risk report in the combined management report 2025. Further Information on Corporate Governance at SNP Detailed information on the activities of the Supervisory Board, the work of the Audit Committee, and the cooperation between the Supervisory Board and the Executive Board can also be found in the Report of the Supervisory Board in the 2025 Annual Report. Accounts and Group Accounts The company's consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS), while the annual financial statements are prepared in accordance with the provisions of the German Commercial Code (HGB). The 2025 Annual General Meeting re-elected Rödl & Partner GmbH, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Stuttgart, as the auditor for SNP SE and the SNP Group for the 2025 fiscal year. Remuneration Report The Supervisory Board and Executive Board prepared the Remuneration Report jointly in accordance with Section 162 AktG and had it audited not only formally but also in terms of content by the auditor. As in the previous year, the Remuneration Report for the 2025 fiscal year is published as a separate report and can be downloaded together with the associated Audi-tor's Report at https://investor-relations.snpgroup.com/ en/governance/. Success Story Ra í zen Raízen, one of Brazil's largest energy companies, embarked on a critical transformation to Suite on HANA to modernize its IT landscape and improve operational efficiency. The transformation also maximized scalability and optimized the technology infrastructure, ensuring business continuity with minimal downtime. Scan the QR code and learn more about the successful project. Independent Auditor´s Report INDEPENDENT AUDITOR'S REPORT To SNP Schneider-Neureither & Partner SE, Heidelberg REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS AND THE COMBINED MANAGEMENT REPORT Audit Opinions We have audited the consolidated financial statements of SNP Schneider-Neureither & Partner SE, Heidelberg, and its subsidiaries (the Group) - comprising the consolidated statement of financial position as of December 31, 2025, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the fiscal year from January 1, 2025, to December 31, 2025, as well as the notes to the consolidated financial statements, including material information on the accounting policies. In addition, we audited the combined management report of SNP Schneider-Neureither & Partner SE, Heidelberg, for the fiscal year from January 1, 2025, to December 31, 2025. In accordance with German law, we have not examined the content of the components of the combined management report indicated in the "Other disclosures" section of our audit report. In our opinion, based on the findings of the audit: the enclosed consolidated financial statements comply in all material respects with the IFRS Accounting Standards issued by the International Accounting Standards Board (hereinafter: "IFRS Accounting Standards"), as adopted by the EU, and the supplementary requirements of German commercial law pursuant to Section 315e (1) of the German Commercial Code (HGB), and give a true and fair view of the net assets and financial position of the Group as of December 31, 2025, and of its results of operations for the fiscal year from January 1, 2025, to December 31, 2025, in accordance with these requirements, and the attached combined management report as a whole conveys an accurate view of the position of the Group. This combined management report is consistent with the consolidated financial statements, complies with German legal requirements and accurately presents the opportunities and risks of future development in all material respects. Our audit opinion on the combined management report does not cover those parts of the combined management report referred to in the 'Other disclosures' section of our audit opinion. In accordance with Section 322 (3) (1) of the HGB, we declare that our audit has not led to any objections regarding the correctness of the consolidated financial statements or the combined management report. Basis for the Audit Opinions We have conducted our audit of the consolidated financial statements and the combined management report in accordance with Section 317 of the HGB and the EU Audit Regulation (No. 537/2014) and in consideration of German generally accepted standards for the audit of financial statements, as promulgated by the Institute of Public Auditors in Germany (IDW). Our responsibility according to these requirements and principles is described in greater detail in the section "Responsibility of the Auditor for the Audit of the Consolidated Financial Statements and the Combined Management Report" of our audit report. We are independent of the Group companies in accordance with the requirements of European Union law and of German commercial law and the rules of professional conduct, and we have fulfilled our other ethical responsibilities under German professional standards in accordance with these requirements. In addition, pursuant to Article 10 (2) (f) of the EU Audit Regulation, we hereby declare that we did not provide any of the prohibited non-audit services referred to in Article 5 (1) of the EU Audit Regulation. We believe that the audit evidence we have obtained is sufficient and suitable to serve as the basis for our audit opinions on the consolidated financial statements and the combined management report. Key Audit Topics in the Audit of the Consolidated Financial Statements Key audit topics are such matters that, in our dutiful judgment, were the most significant in our audit of the consolidated financial statements for the fiscal year from January 1, 2025, to December 31, 2025. These matters were considered in the context of our overall audit of the consolidated financial statements and in the formation of our audit opinion; we do not issue any separate audit opinion on these matters. Recoverability of Goodwill Reasons for Designation as a Key Audit Topic Goodwill amounted to € 75.1 million as of December 31, 2025. This corresponds to 24.6% of total assets. Goodwill is tested for impairment at the level of the cash-generating units Services, Software and EXA. The evaluation of the recoverability of goodwill is complex and based on a series of discretionary factors. The most significant assumptions involve the expected future revenue, the planned earnings margin and the applied discount rate. There is a risk, with regard to the consolidated financial statements, that the goodwill in the cash-generating units is not recoverable. There is also a risk that the related disclosures in the notes to the consolidated financial statements are not accurate. Against this background, and given the complexity of the valuation, this matter was of particular significance in the context of our audit. Our Approach to the Audit We evaluated the planning process and the material assumptions applied based on the explanations of those responsible for planning. Using the available information, we assessed whether the material target values contained in the budget and the underlying assumptions are appropriate. We compared the expected future cash flows for the cash-generating units Services, Software and EXA against the available forecasts and ensured that the target values taken into account are consistent with the forecasts approved by the legal representatives and the Executive Board. Furthermore, we satisfied ourselves of the reliability of the company's budgeting through a ret- rospective comparison of the target values (revenue and earnings margin) from previous years with the actual performance values. We, along with our specialists, evaluated the assumptions and parameters used to determine the applied discount rate, particularly the market risk premium and beta factor, and retraced the calculation method. We also evaluated the appropriateness of the growth rate applied for the calculation of the perpetual annuity. Furthermore, we conducted our own sensitivity analyses in order to be able to assess any potential impairment risk given a conceivable change in material measurement assumptions. We assessed the calculation method used in the impairment test and verified the calculation of the discounted cash flow surpluses in arithmetical terms. In addition, we reviewed the accuracy and completeness of the corresponding disclosures in the notes to the consolidated financial statements. Reference to Related Disclosures For information on the accounting policies applied and the impairment tests performed, we refer to the disclosures in the notes to the consolidated financial statements under "8. Use of Estimates" and "9. Key Accounting Policies." Recognition of Revenue from Services Reasons for Designation as a Key Audit Topic The company reports revenue from Services of € 186.0 million in the consolidated income statement for the 2025 fiscal year. Revenue from Services accounts for 62.7% of the Group's total revenue. Customer requirements vary in the Services area. These requirements result in a variety of contract rules. The recognition of consulting fees depends on complex contractual agreements, resulting in different times of recognition. Revenue from consulting business is recognized in accordance with IFRS 15 "Revenue from Contracts with Customers." According to IFRS 15, the contractually agreed performance obligations must be identified for services provided to a customer. Where there are economic interdependencies, it must first be examined whether several contracts with a customer are to be combined into one contract (multi-component contract). The assessment requires discretionary judgment. For the performance obligations identified in combined contracts, the allocation of the consideration requires discretionary judgment. In this respect, there is a risk of incorrect allocation and correspondingly incorrect revenue recognition. The SNP Group recognizes revenue in the Services business segment over time. Revenue from customer-specific consulting projects, which are fulfilled over a certain period of time, is realized according to the percentage-of-completion method. This is determined according to an input-oriented method, in that the consulting hours already performed are always set in relation to the estimated total project hours required to fulfill the performance obligation. In the company's opinion, this method best reflects the progress of the work or the transfer of assets to the customer. The recognition of revenue from customer-specific consulting projects over time is complex and discretionary in nature. Estimation uncertainties exist in particular with regard to the total project hours to be estimated to determine the degree of completion achieved. There is also the risk that expenses are recorded for the wrong projects. There is a risk for the consolidated financial statements that the accrual of revenue from customer-specific consulting projects carried out over time is incorrect as of the reporting date and that revenue is therefore recognized in the wrong period. Our Approach to the Audit Based on our understanding of the process, we have assessed the structure and implementation of the internal controls established regarding the accurate recording of contract-related expenses. In addition, we gained a process understanding of the estimation of total project hours and evaluated the structure and implementation of the internal controls established. Using a combination of contracts, some of which we selected at random and others deliberately, we assessed the need to combine contracts and the identification of individual performance obligations. On this basis, we also reviewed the allocation of the transaction price to the individual performance obligations using the individual sales prices we reconstructed. For the ongoing client-specific consulting projects included in the selection, we assessed the underlying contractual agreements to determine whether related revenue is recognized over time and according to the percentage of completion. For these project orders, we subsequently assessed the percentage of completion on which the revenue recognition is based by tracking the total actual hours recorded, the estimated total project hours and the expected order revenues in the client's calculation. Reference to Related Disclosures For disclosures on the recognition of this revenue, we refer to the comments set out in the notes to the consolidated financial statements under "8. Use of Estimates", "9. Key Accounting Policies" and "16. Contract Assets and Contract Liabilities." Recognition of Revenue from Software Licenses Reasons for Designation as a Key Audit Topic The company reports revenue from software licenses of € 75.6 million for its own software products in the consolidated income statement for the 2025 fiscal year. Revenue from software licenses accounts for 25.5% of the Group's total revenue. The correct recognition of revenue in the consolidated financial statements is of particular importance to the Group's economic position. The recognition of revenue from software licensing transactions depends on complex contractual agreements, resulting in different times of recognition. The company sells its own software products in standalone licensing transactions that do not entail the company entering into any additional performance obligations or multi-component transactions. In cases involving licensing as a standalone service, the corresponding licensing fees are invoiced at a point in time and recognized when the delivery obliga- tion is satisfied in accordance with IFRS 15 "Revenue from Contracts with Customers," as the customer only has a right of use insofar as the licensed software product exists at the time the license is granted. In addition, project-related software licenses in particular are granted to customers as part of transformation contracts. These are granted for a fixed term corresponding to the duration of the transformation project. Project-based licensing forms part of a single performance obligation because it serves to allow consulting services to be provided in the context of transformation projects. In such cases, the revenue is recognized uniformly on a percentage-of-completion basis, as the projects feature customer-specific benefits and there are enforceable payment claims for services already rendered. In cases involving these customer-specific project orders, the percentage of completion and, by extension, the amount of revenue that can be recognized are determined by comparing the hours worked on the project against the total hours expected to be spent on the project. The recognition of revenue from customer-specific consulting projects over time is complex and discretionary in nature. Estimation uncertainties exist in particular with regard to the total project hours to be estimated to determine the degree of completion achieved. There is also the risk that expenses are recorded for the wrong projects. There is a risk, with regard to the consolidated financial statements, that the reported revenue from software licensing transactions may not have been recognized in the correct period or at the correct amount. Our Approach to the Audit First, we evaluated the processes in place to assess the requirements for recognition of revenue at a point in time or over time in the software licensing business. In the case of project licenses, based on our understanding of the process we have assessed the structure and implementation of the internal controls established in the context of the accurate recording of contract-related expenses. Using a combination of contracts, some of which we selected at random and others deliberately, we evaluated the underlying contractual agreements to determine whether the software licensing transactions are a standalone service with licensing fees recognized at a point in time, or whether the licensing transaction forms part of a single performance obligation in the context of transformation projects. In the latter case, we verified whether customer projects not yet completed had their revenue recognized on the basis of the percentage of completion. We also performed spot checks on those project orders that have not yet been completed to evaluate the percentage of completion on which the revenue recognition is based by reviewing and verifying the total actual hours recorded, the estimated total project hours and the expected order revenue in the client's calculation. Using contracts, some of which we selected deliberately on a risk-oriented basis and others at random, we assessed the underlying contractual agreements to determine whether the obligations from the software license transactions have been fulfilled by the company and whether software license revenues have been recognized in the appropriate period and in the appropriate amount. Reference to Related Disclosures For disclosures on the recognition of this revenue, we refer to the comments set out in the notes to the consolidated financial statements under "8. Use of Estimates", "9. Key Accounting Policies" and "16. Contract Assets and Contract Liabilities." Other Information The legal representatives and the Supervisory Board are responsible for other information. Other information includes: The disclosures in accordance with Recommendation A.5 of the 2022 German Corporate Governance Code (GCGC) to which reference is made in the "Adequacy and effectiveness of the entire internal control and risk management system" section of the combined management report The "Consolidated non-financial statement" section in the combined management report which includes the non-financial reporting information under Sections 289b to 289e and 315b and 315c of the HGB The remuneration report in accordance with Section 162 of the German Stock Corporation Act (AktG), to which reference is made in the "Remuneration Re-port" section of the combined management report The responsibility statements by the legal representatives pursuant to sections 297(2), fourth sentence, and 315(1), fifth sentence, of the HGB regarding the consolidated financial statements and the combined management report The corporate governance declaration in accordance with Section 289f of the HGB in conjunction with Section 315d of the HGB, including the declaration of conformity under Section 161 of the AktG to which reference is made in the "Corporate Governance Statement" section of the combined management report The closing statement of the dependency report in accordance with Section 312 (3) of the AktG, to which reference is made in the "Dependency Report" section of the combined management report The letter of the CEO The report of the Supervisory Board The information in the chapter "SNP in the Capital Markets" The remaining parts of the annual report Except for the consolidated financial statements, nor the information in the combined management report that has been reviewed for content, and our related audit report. The Supervisory Board is responsible for the report of the Supervisory Board. The legal representatives and the Supervisory Board are responsible for the declaration pursuant to Section 161 of the AktG on the German Corporate Governance Code, which forms part of the corporate governance statement that is included in the combined management report, and the remuneration report. The legal representatives are responsible for any other information. Our audit opinions on the consolidated financial statements and the combined management report do not extend to other information. Accordingly, we are not issuing an audit opinion or any other kind of audit finding regarding such information. In connection with our audit of the consolidated financial statements, we have the responsibility to read the above-mentioned other information and, in the process, to determine whether the other information: Contains material discrepancies by comparison with the consolidated financial statements, the information in the combined management report that has been reviewed for content or the insights gained during the audit or Otherwise appears to display material misrepresentations If, on the basis of the work we perform on the other information obtained prior to the date of this audit opinion, we conclude that this other information contains material misrepresentations, we are obliged to report this. We have no matters to report in this regard. Responsibility of the Legal Representatives and the Supervisory Board for the Consolidated Financial Statements and the Combined Management Report The legal representatives are responsible for the preparation of the consolidated financial statements, which, in all material respects, comply with the IFRS Accounting Standards, as adopted by the EU, and the supplementary requirements of German commercial law pursuant to Section 315e (1) of the HGB, and for ensuring that the consolidated financial statements give a true and fair view of the financial position and financial performance of the Group in accordance with these requirements. Furthermore, the legal representatives are responsible for such internal controls as they deem necessary to enable the preparation of consolidated financial statements that are free from material misrepresentation, whether due to fraud (i.e., manipulations of the accounting and financial losses) or error. In preparing the consolidated financial statements, the legal representatives are responsible for assessing the Group's ability to continue as a going concern. In addition, they have the responsibility to report any relevant matters in connection with continued operation as a going concern. They are also responsible for applying the going concern accounting principle unless the intention is to liquidate the Group or to cease operations, or there is no realistic alternative to doing so. Moreover, the legal representatives are responsible for preparation of the combined management report, which conveys a view of the position of the Group that is accurate overall, is consistent in all material respects with the consolidated financial statements, complies with German legal requirements and accurately represents the opportunities and risks of future development. Furthermore, the legal representatives are responsible for taking precautions and implementing measures (systems) they have deemed necessary to enable the preparation of a combined management report in accordance with applicable German legal requirements and in order to provide sufficient suitable evidence for the statements in the combined management report. The Supervisory Board is responsible for overseeing the Group's accounting process for the preparation of the consolidated financial statements and the combined management report. Responsibility of the Auditor for the Audit of the Consolidated Financial Statements and the Combined Management Report Our objective is to obtain sufficient assurance regarding whether the consolidated financial statements as a whole are free of material misrepresentation - whether due to fraud or error - and whether the combined management report conveys a view of the position of the Group that is accurate overall, is consistent in all material respects with the consolidated financial statements and the insights gained during the audit, complies with German legal requirements and accurately represents the opportunities and risks of future development, as well as to issue an audit report that contains our audit opinions on the consolidated financial statements and the combined management report. Sufficient assurance is a high degree of assurance, but not a guarantee, that an audit conducted in accordance with Section 317 of the HGB and the EU Audit Regulation and German generally accepted standards for the audit of financial statements, as promulgated by the Institute of Public Auditors in Germany (IDW), will always uncover material misrepresentations. Misrepresentations can result from fraud or errors and are viewed as material if it may reasonably be expected that they - individually or collectively - could influence the economic decisions of the addressees made on the basis of these consolidated financial statements and this combined management report. We exercise dutiful judgment during the audit and maintain a critical attitude. In addition: We identify and evaluate the risks of material misrepresentations, whether due to fraud or error, in the consolidated financial statements and in the combined management report, plan and conduct audit procedures in response to these risks and obtain audit evidence that is sufficient and suitable to serve as the basis for our audit opinions. The risk that a material misrepresentation resulting from fraud is not uncovered is higher than the risk of a material misrepresentation resulting from errors not being uncovered since fraud can involve collusion, falsifications, deliberate omissions, misrepresentations or the disabling of internal controls. We obtain an understanding of the internal controls relevant to the audit of the consolidated financial statements and the relevant precautions and measures for the audit of the combined management report in order to plan audit procedures that are appropriate under the circumstances, but not with the aim of issuing an audit opinion on the effectiveness of the Group's internal controls or these precautions and measures. We evaluate the appropriateness of the accounting policies applied by the legal representatives as well as the justifiability of the estimated values presented by the legal representatives and related disclosures. We draw conclusions about the appropriateness of the going concern accounting principle applied by the legal representatives as well as, on the basis of the audit evidence obtained, whether a material uncertainty exists in connection with events or circumstances that could cast significant doubt on the Group's ability to continue as a going concern. Should we conclude that a material uncertainty exists, we are obligated to draw attention in the audit report to the related disclosures in the consolidated financial statements and in the combined management report or, if these disclosures are unsuitable, to modify our respective audit opinion. Our findings are based on the audit evidence obtained up to the date of our audit report. However, future events or conditions may cause the Group to cease operating as a going concern. We evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that gives a true and fair view of the financial position and financial performance of the Group in accordance with the IFRS Accounting Standards, as adopted by the EU, and the supplementary requirements of German commercial law pursuant to Section 315e (1) of the HGB. We plan and carry out the audit of the consolidated financial statements in order to obtain sufficient and appropriate audit evidence regarding the financial information of the companies or business segments within the group, as a basis for forming our audit opinions on the consolidated financial statements and the combined management report. We are responsible for directing, supervising and reviewing the audit work performed for the purposes of the audit of the consolidated financial statements. We bear sole responsibility for our audit opinions. We evaluate the consistency of the combined management report with the consolidated financial statements, its consistency with the law and the view it conveys of the position of the Group. We conduct audit procedures regarding the forward-looking statements made by the legal representatives in the combined management report. On the basis of sufficient, suitable audit evidence, we retrace in particular the significant assumptions underlying the forward-looking statements of the legal representatives and evaluate the proper derivation of the forward-looking statements from these assumptions. We do not issue an independent audit opinion on the forward-looking statements or the underlying assumptions. There is a substantial unavoidable risk that future events may deviate materially from the forward-looking statements. We discuss the planned scope and schedule for the audit as well as significant audit findings with those responsible for supervision, including any significant deficiencies in internal controls that we identify during our audit. We issue a statement to those responsible for supervision that we have adhered to the relevant requirements for independence and discuss with them all relation- ships and other matters, of which it can reasonably be assumed that they influence our independence and, where relevant, the acts or safeguards implemented to eliminate any threat to our independence. Of the matters discussed with the individuals responsible for supervision, we determine which of those matters were of most significance during the audit of the consolidated financial statements for the current reporting period, making them key audit topics. We describe these topics in the audit report unless laws or other legal requirements prevent their public disclosure. . OTHER STATUTORY AND OTHER LEGAL REQUIREMENTS Report on Assurance in accordance with Section 317 (3a) of the HGB on the Electronic Reproductions of the Consolidated Financial Statements and the Combined Management Report Prepared for Publication Purposes Audit Opinion We have performed assurance work in accordance with Section 317 (3a) of the HGB to obtain reasonable assurance about whether the reproductions of the consolidated financial statements and the combined management report contained in the electronic file provided to us SNP_SE_KA+KLB_ESEF-2025-12-31-1-de.xbri Hash: 39bef24e50c6020e7b4f2f177c3c1befc40947e1f0f-1daa61b54929f86772171 and prepared for publication purposes (hereinafter also referred to as "ESEF docu-ments") comply in all material respects with the requirements of Section 328 (1) of the HGB for the electronic reporting format ("ESEF format"). In accordance with German legal requirements, this assurance only extends to the conversion of the information contained in the consolidated financial statements and the combined management report into the ESEF format and therefore relates neither to the information contained in these reproductions nor to any other information contained in the above-mentioned electronic file. In our opinion, the reproductions of the consolidated financial statements and the combined management report which are contained in the above-mentioned electronic file provided to us and which have been prepared for publication purposes comply in all material respects with the requirements of Section 328 (1) of the HGB for the electronic reporting format. We do not express any opinion on the information contained in these reproductions nor on any other information contained in the above-mentioned electronic file beyond this reasonable assurance opinion and our audit opinions on the accompanying consolidated financial statements and combined management report for the fiscal year from January 1, 2025, to December 31, 2025, contained in the "Report on the Audit of the Consolidated Financial Statements and the Combined Management Report" above. Basis for the Audit Opinion We conducted our assurance work on the reproductions of the consolidated financial statements and the combined management report contained in the above-mentioned electronic file provided to us in accordance with Section 317 (3a) of the HGB and the assurance standard promulgated by the Institute of Public Auditors in Germany (IDW) "Assurance in Accordance with Section 317 (3a) of the HGB on the Electronic Reproductions of Financial Statements and Management Reports Prepared for Publication Purposes" (IDW PS 410 [06.2022]). Our responsibility in this respect is set out in further detail in the section "Responsibility of the Auditor for the Audit of the ESEF Documents." Our audit practice has applied the quality management system requirements set out in the IDW quality management standard "Quality Management Requirements in Audit Practice" (IDW QMS 1 [09.2022]). Responsibility of the Company's Legal Representatives and the Supervisory Board for the ESEF Documents The company's legal representatives are responsible for the preparation of the ESEF documents, including the electronic reproductions of the consolidated financial statements and the combined management report in accordance with Section 328 (1) (4) (1) of the HGB, and for the tagging of the consolidated financial statements in accordance with Section 328 (1) (4) (2) of the HGB. The company's legal representatives are also responsible for the internal controls that they deem necessary in order to enable the preparation of ESEF documents that are free of material violations - whether deliberate or unintentional - of the requirements of Section 328 (1) of the HGB for the electronic reporting format. The Supervisory Board is responsible for overseeing the process of the preparation of the ESEF documents as part of the accounting process. Responsibility of the Auditor for the Audit of the ESEF Documents Our objective is to obtain a sufficient level of assurance as to whether the ESEF documents are free of material violations - whether deliberate or unintentional - of the requirements of Section 328 (1) of the HGB. We exercise dutiful judgment during the audit and maintain a critical attitude. In addition: We identify and evaluate the risks of material violations of the requirements according to Section 328 (1) of the HGB - whether deliberate or unintentional - and plan and conduct audit procedures in response to these risks, as well as obtain audit evidence that is sufficient and suitable to serve as the basis for our audit opinion. We gain an understanding of the internal controls relevant to the audit of the ESEF documents in order to plan audit procedures that are appropriate under the given circumstances, but not with the aim of issuing an audit opinion on the effectiveness of these controls. We assess the technical validity of the ESEF documents, that is, whether the electronic file provided to us that contains the ESEF documents fulfills the requirements of the version of Delegated Regulation (EU) 2019/815 applicable as of the reporting date in relation to the technical specifications for this file. We evaluate whether the ESEF documents enable an identical XHTML reproduction of the audited consolidated financial statements and the audited combined management report. We evaluate whether the tagging of the ESEF documents with inline XBRL technology (iXBRL) under Articles 4 and 6 of the version of Delegated Regulation (EU) 2019/815 applicable as of the reporting date enables an appropriate and complete machine-readable XBRL copy of the XHTML reproduction. Other Disclosures According to Article 10 of the EU Audit Regulation We were elected as the auditor of the consolidated financial statements by the Annual General Meeting on June 30, 2025. We were commissioned by the Supervisory Board on July 21, 2025. We have operated as the auditor of the consolidated financial statements of SNP Schneider-Neureither & Partner SE, Heidelberg, without interruption since the 2017 fiscal year. We state that the audit opinions contained in this audit report are consistent with the supplemental report to the Audit Committee according to Article 11 of the EU Audit Regulation (audit report). We have provided the following services that are not indicated in the consolidated financial statements or in the combined management report in addition to the audit of the financial statements for the Group companies: Audit of the annual financial statements of SNP Schneider-Neureither & Partner SE Audit or analytical reviews of local financial statements of subsidiaries of SNP Schneider-Neureither & Partner SE Agreed investigative activities in relation to compliance with financial covenants on the basis of an existing promissory note loan contract and on the basis of an existing finance agreement Voluntary review of the remuneration report according to Section 162 of the AktG Voluntary review of the consolidated non-financial statement according to Sections 289b et seq. and 315b et seq. of the HGB in order to gain a limited level of assurance Audit of the report of the Executive Board on relationships with affiliated companies in accordance with Section 312 of the AktG ADDITIONAL MATTERS - USE OF THIS AUDIT REPORT At all times, our audit report must be read in conjunction with the audited consolidated financial statements, the audited combined management report and the audited ESEF documents. The consolidated financial statements and the combined management report that have been converted to an ESEF format - including the versions that must be submitted to the German company register - are merely electronic reproductions of the audited consolidated financial statements and the audited combined management report and are not substitutes for these documents. In particular, the ESEF report and our audit opinion contained therein may only be used in conjunction with the audited ESEF documents provided in electronic form. AUDITOR RESPONSIBLE The German public auditor responsible for the audit is Markus Selk. Eschborn, March 24, 2026 Rödl Audit GmbH Wirtschaftsprüfungsgesellschaft signed Dr. Maier signed Selk German public auditor German public auditor

View stock analysis, news, and events for Snp Schneider-neureither & Partner Se