Report of the Supervisory Board

The Supervisory Board held a total of four meetings during fiscal year 2022/23.

In September 2022, it approved the annual budget for fiscal year 2022/23. In December 2022, it discussed and approved the annual financial statements.

The Supervisory Board focused at the meeting in May 2023 on discussing the impact of the geopolitical situation on ZEISS‘ business and the war in Ukraine on ZEISS‘ current delivery situation.

During the July 2023 strategy meeting, the Supervisory Board received a comprehensive presentation of the company‘s strategic portfolio. The respective 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 considered the changes that might occur in the company‘s respective markets, taking into account the predictability of expected changes.

The budget plan for 2023/24 derived from the strategy was approved at the final meeting of fiscal year 2022/23 on 26 September 2023.

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.

The Chief Financial Officer (CFO), Dr. Christian Müller, decided not to extend his Executive Board contract which was due to end on 30 September 2023. The Supervisory Board then appointed Stefan Müller, who will take up his position on 1 January 2024. The Supervisory Board would like to welcome the new CFO and wishes him every success in his new role.

The Supervisory Board would like to thank Dr. Müller for his excellent work as Executive Board member of Carl Zeiss AG and wishes him well for the future.

The Supervisory Board subsequently appointed Stefan Müller (as the new CFO) and he will assume his role on 1 January 2024. The Supervisory Board would like to welcome the new CFO and wish him every success in his new role.

The Audit Committee met three 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 also convened three times. The achievement of targets and Executive Board remuneration were subject to regular review. The further development of the Supervisory Board with regard to required competencies and the upcoming changes in the composition of the Supervisory Board for the 2024 Annual General Meeting were also discussed.

The Digital Committee, which was newly established at its constituent meeting on 20 October 2022, convened a total of five times. It dealt with the CTO‘s transformation agenda and served primarily as a sounding board.

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 year under review.

The previous shareholder representatives on the Supervisory Board, Dr. Eberhard Veit and Prof. Dr. Jürgen Mlynek, both stepped down from the Supervisory Board with effect from the end of the Annual General Meeting on 13 March 2023. At the same time, the Annual General Meeting elected new Supervisory Board members Prof. Dr. Tanja Weil and Dr. Rutger Wijburg with effect from 13 March 2023.

The previous employee representative on the Supervisory Board and member of the Audit Committee and Digital Committee, Hariolf Abele, stepped down from the Supervisory with effect from 30 September 2023. Ernst Stumpp replaced him on the Supervisory Board with effect from 1 October 2023.

Following Mr. Abele‘s exit from the Audit and Digital Committees, the Supervisory Board elected Angelika Franzke to the Audit Committee and Tamara Hübner to the Digital Committee.

As there are now more than 20,000 permanently employed members of staff at Carl Zeiss AG sites and subsidiaries in Germany, the Supervisory Board will consist of a total of 20 Supervisory Board members from March 2024 following the initiation of status proceedings by the Executive Board.

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, audited the consolidated financial statements of Carl Zeiss AG, including the Management Report, for fiscal year 2022/23 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 14 December 2023 and at the Supervisory Board meeting held on 15 December 2023. 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 2023 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 2022 to 30 September 2023. 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 and
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 will recommend that a dividend be paid out to our sole shareholder, the Carl Zeiss Foundation.