Report of the Supervisory Board

The Supervisory Board held a total of 6 meetings during fiscal year 2024/25.

At its ordinary meeting in December 2024, the Supervisory Board discussed and approved the annual financial statements and dealt with infrastructure projects, the topic of resilience and the revision of the incentive system for the Executive Board, among other things.

At an extraordinary meeting in May 2025, the Supervisory Board decided on the future Executive Board member responsible for the Medical Technology segment.

At the ordinary meeting in May 2025, the Supervisory Board dealt in particular with the consolidated half-year financial statements, the geopolitical environment for ZEISS and the role of India, Southeast Asia and China for ZEISS. In addition, the Supervisory Board approved the acquisition of Brighten Optix, a Taiwanese company specializing in the development, manufacture and sale of orthokeratology lenses. The Supervisory Board also initiated the self-assessment of its work with the assistance of the external service provider Board Office Biedenbach.

At the beginning of June, the Supervisory Board took a five-day trip to China to experience the innovation ecosystem at first hand. Besides visiting ZEISS sites, the Supervisory Board talked to Chinese and German technology companies about the innovative strength and innovation speed in China.

During the strategy meeting in July 2025, the Supervisory Board discussed the strategic direction of the company with the Executive Board based on a comprehensive presentation of the strategic portfolio. The heads of the strategic business units were actively involved and highlighted the key challenges for ZEISS against the backdrop of current geopolitical developments. The Executive Board presented a clear plan for the future that continues the successful development of each segment and at the same time reacts flexibly to changes in the market that can be expected. It emphasized the importance of the Agenda 2030, which sets out the central elements for the next 5 years.

At an extraordinary meeting in September 2025, the Supervisory Board decided on the future Executive Board member responsible for the Industrial Quality & Research segment and a decision was made on the assignment of the responsibilities of the Chief Transformation Officer (CTO) upon the exit of Susan-Stefanie Breitkopf from the Executive Board. In the Supervisory Board’s opinion, the level of maturity of the developed approaches was high enough to ensure the continuation of the digital transformation in the operating units.

The budget plan for fiscal year 2025/26 derived from the strategy was approved at the final meeting of fiscal year 2024/25 on 26 September 2025. The Supervisory Board also discussed the results of the self-assessment of its work as part of the regular efficiency audit and derived appropriate improvement measures.

At an extraordinary meeting in December 2025, the Supervisory Board decided to part ways with the Executive Board member Maximilian Foerst, responsible for the MED segment, with effect from 31 December 2025 due to a compliance violation he had admitted to.

Due to the departure of the previous President and CEO Dr. Karl Lamprecht as of 31 March 2025, Andreas Pecher was appointed President and CEO of Carl Zeiss AG with effect as of 1 April 2025. Dr. Frank Rohmund was appointed to the Executive Board of Carl Zeiss AG on 1 January 2025. At the beginning of the year, he took over responsibility for the SMT segment from Andreas Pecher, who was preparing for his new role as President and CEO from 1 January to 31 March 2025 and was not responsible for any dedicated departments during this period.

Dr. Markus Weber resigned from the Executive Board of his own accord with effect from 31 May 2025. At the extraordinary Supervisory Board meeting on 7 May 2025, the Supervisory Board appointed Maximilian Foerst, previously Head of ZEISS Greater China, to the Executive Board, with responsibility for the Medical Technology segment from 1 June 2025.

In May 2025, Dr. Jochen Peter informed the Supervisory Board that he would not be extending his Executive Board contract beyond 31 December 2025. Subsequently, at the extraordinary meeting on 8 September 2025, the Supervisory Board appointed Dr. Marc Wawerla, previously Head of IQS, to the Executive Board as Dr. Jochen Peter’s successor with effect from 1 October 2025. Dr. Marc Wawerla is the Executive Board member responsible for the Industrial Quality & Research segment.

Susan-Stefanie Breitkopf stepped down from the Executive Board of her own accord as of 30 September 2025. The Chief Transformation Officer has not been replaced and the responsibilities have been reassigned in the Executive Board.

The Supervisory Board and Maximilian Foerst, member of the Executive Board of Carl Zeiss AG, have agreed on an early termination of the Executive Board contract as of 31 December 2025 due to the compliance violation. From 1 January 2026, Andreas Pecher will be in charge of the Medical Technology segment on an interim basis in addition to his role as President and CEO of Carl Zeiss AG.

The Supervisory Board would like to expressly thank the resigned Executive Board members for their exceptional work. They have contributed to the company’s success and provided important impetus for the future. The Supervisory Board wishes the current Executive Board team every success and a good working relationship.

The Audit Committee met 3 times as scheduled during the period under review. It evaluated the effectiveness of risk management and discussed the economic situation, the topics compliance, internal audit, the internal control system and accounting, the focus of the annual audit as well as the annual and consolidated financial statements.

The Chairman’s Committee convened 6 times. The Executive Board’s target achievement and remuneration were subject to regular review. In addition, the incentive system for the Executive Board was prepared for approval by the Supervisory Board. Furthermore, the personnel decisions regarding the replacement of the positions in the Medical Technology and the Industrial Quality & Research segments as well as the assignment of the responsibilities previously held by the Chief Transformation Officer were prepared for the Supervisory Board and the efficiency audit of the Supervisory Board was prepared.

The Digital Committee met a total of 4 times during the reporting period. The meetings focused on the digitalization and standardization of business processes, expanding data management and IT security as well as ensuring operational safety and resilience. The rollout of modern CRM and AI solutions was also driven forward.

At the Supervisory Board meetings the Chairmen of the Audit, Chairman’s and Digital Committees reported regularly about the work of the committees.

The Mediation Committee did not convene during the reporting year.

The employee representative Tamara Hübner stepped down from the Supervisory Board as of 31 March 2025. Ms. Hübner was also a member of the Digital Committee. Heike Madan was appointed by the court as employee representative as of 1 April 2025. Furthermore, the employee representative Gerhard Bösner stepped down from the Supervisory Board as of 30 April 2025 for age reasons. Mr. Bösner was also a member of the Chairman’s Committee. Torsten Martin succeeded him as employee representative and member of the Supervisory Board.

At its meeting in May 2025, the Supervisory Board elected from among its members the employee representatives Torsten Martin as a member of the Chairman’s Committee and Uwe Frey as a member of the Digital Committee.

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, audited the consolidated financial statements of Carl Zeiss AG, including the management report, for fiscal year 2024/25 which were prepared pursuant to Sec. 315e (3) of the German Commercial Code (HGB) in accordance with International Financial Reporting Standards (IFRS) and issued an unqualified auditor’s report in each case. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, also audited the dependent company report prepared by the Executive Board.

All members of the Supervisory Board received the independent auditor’s documents and audit reports in good time. The Supervisory Board examined the documents and discussed the annual and consolidated financial statements at the meeting of the Audit Committee on 15 December 2025 and at the Supervisory Board meeting held on 16 December 2025. The independent auditor attended both meetings, presented the main results of the audit, provided supplementary information and answered questions. At the plenary assembly, the Chairman of the Audit Committee reported on the result of the examination of the consolidated financial statements by the Audit Committee. After examining the documents, the Supervisory Board endorsed the result obtained by the auditor and approved the financial statements prepared by the Executive Board. The Carl Zeiss AG financial statements as of 30 September 2025 were thereby adopted.
Pursuant to Sec. 312 German Stock Corporations Act (AktG), the Executive Board prepared the above-mentioned dependent company report for the period from 1 October 2024 to 30 September 2025.

The independent auditors issued the following opinion on the findings of their audit of the dependent company report: "Based on our audit and assessment, which was carried out in accordance with professional standards, we confirm that

1. The actual disclosures contained in the report are correct.
2. The payments made by the Company in the legal transactions listed in the report were not unreasonably high. 
3. 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 Supervisory Board agreed with the results of the audit presented by the independent auditors. Following the final result of the review by the Supervisory Board, there were no objections to the Executive Board’s concluding statement in the dependent company report.

Once again this year, the Supervisory Board, in accordance with the statutes of the Carl Zeiss Foundation, will recommend that a dividend be paid out to our sole shareholder, the Carl Zeiss Foundation.