Report of the Supervisory Board

The Supervisory Board held a total of 7 meetings during fiscal year 2023/24.

At an extraordinary meeting in December 2023, the Supervisory Board approved the acquisition of DORC Topco B.V. in the Netherlands. At the ordinary meeting in December 2023, it discussed and approved the annual financial statements.

In March 2024, following the election to the Supervisory Board, a constituent meeting was held at which, in addition to the election of the Chairman and Deputy Chair, appointments were also made to the Mediation Committee, the Chairman’s Committee, the Audit Committee and the Digital Committee.

At the meeting in May 2024, the Supervisory Board dealt in particular with the progress of the digital transformation as part of the CTO agenda, the finance strategy and the establishment of the new strategic business unit Photonics & Optics, as well as the further impact of the geopolitical situation on the business of ZEISS.

At an extraordinary meeting in July 2024, the Supervisory Board decided on the future President and CEO.

During the July 2024 strategy meeting, the Supervisory Board received a comprehensive presentation of the company’s strategic portfolio. The heads of the strategic business units were involved and particular attention was paid to the challenges facing ZEISS as a result of the geopolitical situation. At the strategy meeting, the Executive Board presented a clear strategic plan that continues the long-term positive development of the individual segments with the support of the management and employees. At the same time, it also looked at the changes that might occur in the company’s respective markets, while considering the foreseeability of any expected changes. In addition, the Supervisory Board was given a comprehensive explanation of the planned high level of investment in development and infrastructure and its impact on strategic medium-term planning.

The budget plan for fiscal year 2024/25 derived from the strategy was approved at the final meeting of fiscal year 2023/24 on 27 September 2024.

The Supervisory Board’s main concern is the optimal further development of the company. Stability and continuity in the management of the company play an important role here.

Chief Financial Officer Stefan Müller, newly appointed by the Supervisory Board, took office on 1 January 2024, after his predecessor, Dr. Christian Müller, resigned from the Executive Board of Carl Zeiss AG on 30 September 2023.

Dr. Karl Lamprecht informed the Chairman of the Supervisory Board in March 2024 that he would not be available for a further term of office when his contract ended in March 2025. At the extraordinary meeting on 16 July 2024, the Supervisory Board then decided to appoint Management Board member Andreas Pecher, previously responsible for the SMT segment, as the new President and CEO with effect from 1 April 2025. At its meeting on 27 September 2024, the Supervisory Board appointed Dr. Frank Rohmund as Mr. Pecher’s successor on the full Executive Board, responsible for the SMT segment. The Executive Board mandates of Susan-Stefanie Breitkopf and Sven Hermann were each extended by 5 years until 30 June 2030 in accordance with the decision taken at the extraordinary Supervisory Board meeting on 16 July 2024.

The Supervisory Board thus continued its very successful policy of appointing top performers from within the Group to the Executive Board. The Supervisory Board would like to thank Dr. Lamprecht for his excellent work and wishes the newly appointed and reappointed members of the Executive Board 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 topics compliance, internal audit, the internal control system, accounting and 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 personnel decisions regarding the replacement of the President and CEO and the resulting vacancy for the member of the Executive Board responsible for the SMT segment were prepared for the Supervisory Board.

The Digital Committee met a total of 4 times during the reporting period. It dealt with the topics on the Chief Transformation Officer’s transformation agenda, in particular the implementation of SAP S/4 Hana and the topic of cybersecurity.

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 previous shareholder representatives on the Supervisory Board, Dr. Klaus Dieterich and Dr.-Ing. Mathias Kammüller, both stepped down from the Supervisory Board with effect from the end of the Annual General Meeting on 18 March 2024. At the same time, the Annual General Meeting on 18 March 2024 elected the Supervisory Board members Dr. Thelse Godewerth, Dr. Stefan Kampmann, Prof. Dr. Thomas Kropf and Clara Sattler de Sousa e Brito with effect from 18 March 2024.

The employee representative, Ernst Stumpp, retired from the Supervisory Board on 31 January 2024 for age reasons. The previous employee representatives on the Supervisory Board, Michael Kramer and Silke Müller, both stepped down from the Supervisory Board with effect from the end of the Annual General Meeting on 18 March 2024. Ms. Müller was also a member of the Audit Committee.

As the ZEISS Group permanently has more than 20,000 employees at the locations of Carl Zeiss AG and its subsidiaries in Germany, the Supervisory Board consists of a total of 20 Supervisory Board members from March 2024 following the initiation of status proceedings by the Executive Board.

As a result, 10 employee representatives were elected by the workforce in the Supervisory Board election held in February 2024 and have been represented on the Supervisory Board as employee representatives since 18 March 2024: Angelika Franzke, Prof. Dr. Martin Allespach, Gerhard Bösner, Renè Denner, Christoph Ellinghaus, Uwe Frey, Steffen Haßel, Tamara Hübner, Andreas Kopf and Lazgin Sis.

At the constituent meeting of the Supervisory Board on 18 March 2024, a Mediation Committee, the Chairman’s Committee, an Audit Committee and a Digital Committee were installed. The Supervisory Board elected the following members:

Mediation Committee: Dr. Michael Bolle, Angelika Franzke, Gert-Hartwig Lescow, Lazgin Sis
Chairman’s Committee: Dr. Michael Bolle, Angelika Franzke, Gerhard Bösner, Dr. Joachim Kreuzburg
Audit Committee: Gert-Hartwig Lescow, Dr. Michael Bolle, Dr. Thelse Godewerth, Angelika Franzke, Uwe Frey and Steffen Haßel
Digital Committee: Jan Brecht, Dr. Michael Bolle, Gert-Hartwig Lescow, Tamara Hübner and Andreas Kopf

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, audited the consolidated financial statements of Carl Zeiss AG, including the Management Report, for fiscal year 2023/24 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 12 December 2024 and at the Supervisory Board meeting held on 13 December 2024. 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 2024 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 2023 to 30 September 2024. 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.