Ströer : Report of the Supervisory Board for the fiscal year 2025 (HV26 SB Report en)

About this update from Stroeer Se & Co. Kgaa

SUPERVISORY BOARD REPORT Christoph Vilanek Chairman of the Supervisory Board Dear reader, Defying the trend and the challenging conditions, your company, Ströer SE & Co KGaA, proved itself to be extremely resilient and adaptable in 2025. The year under review was the most difficult year in decades for businesses that are traditionally dependent on advertising, such as publishers, radio broadcasters, online providers, and TV channels. They saw substantial falls in net advertising revenue and growing losses to global internet platforms. Ströer with its focus on out-of-home advertising business is the last stronghold against this decline. Out-of-home advertising in combination with digital elements is a crucial advertising medium both for brand building and selling. It grew by around 4% in 2025. A core aspect of our resilience is the fact that no single Ströer customer accounts for more than 3% of total out-of-home advertising revenue. Ströer is broadly diversified in terms of industries and customers, which, together with its share of regional business, puts it in a position to weather crises experienced in individual sectors, such as the automotive industry. Pivotal to this success are a motivated team, customer-centric processes, operational excellence, and a strategically and intelligently selected portfolio of services. Our contribution as members of the Supervisory Board is largely to continually check and ensure - by asking questions and holding discussions with the Board of Management of the general partner - that the Company is working tirelessly to adapt these elements of success to the ever changing circumstances in which it operates. In 2025, the Supervisory Board discharged, in full, the responsibilities incumbent upon it under the law, the Company's articles of association, and its rules of procedure. We carefully monitored and advised the general partner, Ströer Management SE, on a regular basis. In doing so, the Supervisory Board primarily checked that the general partner, represented by its Board of Management, was running the Company lawfully, expediently, and properly. Both during and between Supervisory Board meetings, the general partner regularly provided the Supervisory Board with written and oral reports on business policy and all relevant aspects of business planning, and therefore fully complied with its obligations to provide information. At additional meetings, the chairman of the Supervisory Board, the deputy chairman of the Supervisory Board, and the chairwoman of the Supervisory Board's Audit Committee discussed key business developments with each other and with the Board of Management of the general partner. The full Supervisory Board received regular oral reports on these deliberations. Meetinfs of the full Supervisory Board The Supervisory Board of Ströer SE & Co. KGaA held four ordinary meetings and one constitutive meeting in 2025. In agreement with all members of the Supervisory Board, the chairman decided that these meetings would be held as hybrid events. The Supervisory Board also adopted a resolution in writing. The main subjects examined during these routine discussions were the Ströer Group's revenue and earnings, its financial position and financial performance, and personnel planning. The topic of sustainability was a firm fixture at our meetings. At each of the meetings, the general partner reported to us on the current course of business in the Ströer Group and on the impact on the Ströer Group of the ever more pronounced weakening of the German and global economy. The Supervisory Board regularly discussed agenda items without the Board of Management of the general partner, particularly when the agenda items related to internal Supervisory Board matters. On January 27, 2025 we adopted a written resolution to amend the Company's articles of association in respect of the amount and allocation of its share capital and the amount of 2015 conditional capital following the exercising of stock options by senior managers in 2024. Our meeting on March 21, 2025 was dominated by a discussion of the work on the financial and non-financial reporting for 2024. In the presence of the auditor, who presented its key audit matters and findings, we discussed in detail and subsequently approved - as recommended by the Audit Committee -the separate financial statements of Ströer SE & Co. KGaA and the consolidated financial statements of Ströer SE & Co. KGaA. The auditor had issued an unqualified opinion for each of these sets of financial statements. We also reviewed and approved the non-financial statement for 2024, the remuneration report, and the report on relationships with affiliated entities. The general partner then reported on the liquidity of the Company's equity. A further major item of discussion was the adoption of the motion to be put to the shareholder meeting on the appropriation of profit for 2024. We then adopted the motions brought by the general partner to be put to the Company's annual shareholder meeting. Finally, the general partner reported on the key outcomes of risk management and internal audit for the second half of 2024 and presented the compliance report for 2025. During our meeting on June 4, 2025 , immediately before the Company's annual shareholder meeting, the general partner reported at length on the course of business. At our meeting on the same day, immediately after the annual shareholder meeting, we elected the chairman of the Supervisory Board and his deputy and the members of the Audit Committee and the Nomination Committee. Our meeting on September 11, 2025 primarily involved intensive discussions with the general partner on its deliberations with regard to confirming the forecast for 2025 given that the German economy had still not recovered, and on the focus on earnings for the upcoming fourth quarter of 2025. The general partner then presented the Group's current governance, risk, and compliance reports for 2025. We also discussed the general partner's proposal to fill the vacant position on the Supervisory Board by making an application for a court appointment. At our meeting on December 18, 2025 , the general partner reported on pay scales in the Ströer Group and its strategy for the call center business. We then concurred with the recommendation of the general partner and the Audit Committee and resolved to engage the Company's auditor to formally examine the Company's remuneration report for 2025. Next, the chairwoman of the Audit Committee reported on the main results of the committee's review of the quality of the audit by KPMG AG Wirtschaftsprüfungsgesellschaft of the separate and consolidated financial statements of Ströer SE & Co. KGaA for 2024. We also agreed on how to execute the efficiency review in 2025. Furthermore, the general partner explained the internal audit plan for 2026 prepared in consultation with the Audit Committee. We also agreed the declaration of compliance for 2025 with the general partner. Finally, we held a discussion without the Board of Management of the general partner in which we discussed the improvements in the efficiency of our work following the extensive efficiency review carried out in 2024. Supervisory Board committees The Supervisory Board had two committees in the reporting year. These committees are tasked with preparing resolutions and topics to be discussed by the full Supervisory Board. The committee chairs reported regularly and comprehensively to the Supervisory Board on the work of the committees. The Audit Committee The Audit Committee met five times in 2025. It supported us in the monitoring of the financial reporting process and held in-depth discussions on the voluntary report on relationships with affiliated entities and the non-financial statement. The committee also monitored the effectiveness of risk management, discussed at length the ongoing improvements to the internal control system, heard reports on the work of internal audit, approved the latter's audit plan, and examined the annual compliance report. Discussion of these topics gave the committee a detailed insight into the status of governance, risk, and compliance certification. The discussions also involved an analysis of the internal resources of the relevant internal departments. The Audit Committee devoted an increasing amount of time to the discussion of sustainability topics, receiving reports from the ESG officer of the Supervisory Board. The Audit Committee resolved to recommend to the Supervisory Board that it engage KPMG AG Wirtschaftsprüfungsgesellschaft as the independent auditor, a decision that took account of the review of the auditor's independence, which did not indicate any shortcomings. The committee monitored the quality and efficiency of the auditor as well as the services it provided (audit quality review) in accordance with the plan for reviewing the quality of the auditing of the financial statements that it adopted in 2022. It also discussed the preparatory measures for the audit of the 2025 separate and consolidated financial statements and agreed the key audit matters. The Audit Committee convened regularly in the presence of the CFO of the general partner and in some cases also with the auditor. During preparations for the audit and while it was being conducted, the members of the Audit Committee also held regular discussions without the Board of Management of the general partner. The Nomination Committee The Nomination Committee did not meet in 2025. Attendance of meetinfs The following table details the attendance of members of the Supervisory Board at its meetings and at the meetings of the committees. The meetings were in hybrid format. The attendance figures for meetings refer to the meetings that took place during the respective Supervisory Board member's term of appointment and not simply the total number of all meetings in the year: Meetinfs (incl. committees) Meetinfs (plenary) Attendance (plenary) Meetinfs (committees) Attendance (committees) Attendance (all meetinfs and committees, %) Dang 3 3 3 0 0 100 Diederichs 10 5 5 5 4 90 Eilers 5 5 5 0 0 100 Güth 5 5 5 0 0 100 Hüttinger 5 5 4 0 0 80 Kascha 5 5 5 0 0 100 Kollmann-Göbels 3 3 2 0 0 67 Kulartz 6 3 3 3 3 100 Lepique 10 5 5 5 5 100 Liese-Bloch 2 2 1 0 0 50 Meuser 5 5 5 0 0 100 Reuter 1 1 1 0 0 100 Sardiña Gellesch 5 5 5 0 0 100 Schleich 5 5 5 0 0 100 Somberg 5 5 5 0 0 100 Sontheimer 5 5 4 0 0 80 Steinkamp 5 5 5 0 0 100 Vilanek 5 5 4 0 0 80 Voigt 4 2 1 2 1 50 German Corporate Governance Code At its meeting on December 18, 2025, the Supervisory Board issued a declaration of compliance pursuant to section 161 of the German Stock Corporation Act (AktG). This declaration of compliance was made permanently available to shareholders on the Company's website at i r.stroeer.com/investor-relations/corporate-governance . The most recent declaration of compliance is also included in the corporate governance declaration. Traininf All of the new Supervisory Board members received an induction on the main commercial, legal, personnel, and other criteria of the Company and the Ströer Group and were given a summary of the rights and obligations of a Supervisory Board member. In the reporting year, training was also provided internally to all members of the Supervisory Board. Audit of the separate and consolidated financial statements KPMG AG Wirtschaftsprüfungsgesellschaft has audited the Company's separate and consolidated financial statements, together with the bookkeeping system and the combined management report of the Company and the Group for 2025, and on March 13, 2026 issued an unqualified opinion in each case. KPMG AG Wirtschaftsprüfungsgesellschaft has been the auditor for Ströer SE & Co KGaA and the Ströer Group since 2020. The documentation on the financial statements and the audit reports were made available to all Supervisory Board members in good time by the general partner. They were discussed at length by the Audit Committee and during the Supervisory Board's meeting to discuss the financial statements on March 23, 2026. The responsible auditor, KPMG AG Wirtschaftsprüfungsgesellschaft, participated in the Supervisory Board's discussions. The auditor reported on the scope, focus, and key findings of the audit and went into particular detail on the key audit matters and the audit procedures. The Supervisory Board agreed with the results of the audit of the financial statements. Based on the conclusions drawn by the Audit Committee and on our own examination, there are no objections to be raised. We therefore approved the separate and consolidated financial statements. Personnel chanfes Supervisory Board With effect from the end of the annual shareholder meeting on June 4, 2025, the term of appointment of shareholder representative Ulrich Voigt came to an end and shareholder representative Barbara Liese-Bloch stepped down from the Supervisory Board. In their place, Matthias Dang and Hans Jürgen Kulartz were each elected to the Supervisory Board for a term of three years by the shareholder meeting on June 4, 2025. Ms. Simone Kollmann-Göbels stepped down from the Supervisory Board with effect from June 26, 2025 due to leaving the Company. The Cologne local court appointed Ms. Franziska Reuter as her successor in a decision dated October 23, 2025. The Board of Manafement of the feneral partner There were no changes on the Board of Management of the general partner in the year under review. Thanks The Supervisory Board of Ströer SE & Co. KGaA would like to express its thanks and appreciation to the Board of Management of the general partner, the management teams of the Group entities, the works council, and all employees for their outstanding personal dedication, excellent work, and unwavering commitment. As Chairman of the Supervisory Board, I would like to take this opportunity to also thank the Board of Management of the general partner and my colleagues on the Supervisory Board for the excellent working relationship that we enjoy, and to thank all those who apply their strengths and passion to drive the Company's success. On behalf of the Supervisory Board Christoph Vilanek Chairman of the Supervisory Board Ströer SE & Co. KGaA Ströer SE & Co. KGaA 2025 annual report

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