Report of the Supervisory Board
The Zeppelin Group closed the 2025 financial year with significant revenue growth and improved earnings performance. The acquisition of the sales and service organizations for Caterpillar products in the Netherlands, Norway, and other activities in Belgium, France, and Nigeria, which was completed on June 2, 2025, was primarily responsible for the Zeppelin Group's growth in a market environment that remained challenging. By contrast, the markets relevant to Zeppelin developed slightly negatively for the most part, even though the downward trend slowed significantly in some cases compared with the previous year. The bauma trade fair in Munich, the world's largest exhibition for construction machinery, which took place in April 2025, also provided initial positive impetus in the context of the special fund for infrastructure projects approved by the German government. The increasing geopolitical turmoil had a counteracting, rather dampening effect. The Power Systems business segment continued to show strong momentum with encouraging growth rates. Measures to improve earnings already initiated in fiscal year 2024 enabled relative profitability to be expanded in 2025. Despite the market environment, order intake developed very positively, resulting in a solid order backlog at the end of the year. The volume of investment significantly exceeded the previous year due to acquisitions. In addition to the acquisition, investments in the rental fleet, infrastructure, and technology were the main focus.
In fiscal year 2025, the Supervisory Board again performed the duties incumbent upon it under the law, the Articles of Association, and the Rules of Procedure with great care and diligence. The Supervisory Board continuously monitored the work of the Management Board and provided advice on the management of the company, strategic development, and important individual issues. The Management Board involved the Supervisory Board in all issues and decisions of fundamental relevance in a timely, comprehensive, and direct manner.
The Chairman of the Supervisory Board was also regularly informed by the Chairman of the Management Board about current developments and significant events outside of committee meetings. All members of the Supervisory Board were informed monthly, promptly, and comprehensively in writing about the development of the Zeppelin Group.
The most important objective was to ensure the long-term and successful further development of the Group. The Supervisory Board and Management Board work together openly, responsibly, trustfully, and very constructively in this regard.
The focus of reporting and consultation in fiscal year 2025 was on economic development and measures to improve profitability. In addition, a comprehensive transformation project for the Group was developed and presented to the Supervisory Board. The project aims to leverage existing potential within the Group to sustainably increase profitability and competitiveness. In addition, the acquisition of the sales and service organizations in the Netherlands and Norway, which was completed on June 2, 2025, was the subject of intensive consultations with the manufacturing partner and global market leader Caterpillar, also in terms of the integration concept and its implementation.
In three regular and one extraordinary meeting, the Supervisory Board monitored, supported, and controlled the work of the Management Board on the basis of submissions, reports, and presentations. This included, in particular, the corporate strategy, operational planning, acquisition and investment projects, and monitoring of the earnings, assets, and financial situation. Particular attention was paid to the monthly reports and the quarterly risk, compliance, and data protection report, as well as the Group audit report and the sustainability report in accordance with ESRS standards based on the European Union's CSRD directive. Changes/adjustments to company law and structure were also discussed by the Supervisory Board.
In addition, a resolution was passed by way of a circular resolution. The corporate, investment, and financial planning for 2026, with forecasts for 2027 and 2028, were discussed in detail and approved.
The establishment and expansion of new business areas, employee recruitment, retention and development, the further development of the Group-wide finance, risk and compliance management system, and the sustainability strategy and its progress in implementation were also discussed.
The Personnel and Audit Committee fulfilled its statutory duties and those stipulated in the articles of association. Two meetings of the Personnel and Audit Committee addressed key issues relating to corporate development and strategy, fundamental questions of corporate policy, topics relating to accounting, auditing and internal control and reporting systems, the compliance report and the audit of the annual financial statements. The economic and financial situation of the company was also regularly discussed. Regulatory requirements such as the CSRD and EU taxonomy, which will become mandatory for Zeppelin from the 2027 financial year, were discussed and advised on. A key focus was on supporting the acquisition projects.
Other key tasks included personnel issues such as the appointment of managing directors, succession planning, personnel development, and advising on and approving remuneration systems for management.
With effect from August 1, 2025, two separate committees were formed to replace the Personnel and Audit Committee. One is the Personnel Committee, chaired by the Chairman of the Supervisory Board, and the other is the Audit Committee, chaired by Dr. Neumann. The separate committees met for the first time on November 25, 2025. The Supervisory Board adopted new rules of procedure in the course of establishing the separate committees.
After appropriate consultation and discussion with the management, a number of projects and measures were recommended to the Supervisory Board for discussion and resolution. These mainly concerned the acquisition project in the Netherlands and Norway, its financing and integration concept, as well as changes in corporate law and structural adjustments within the Group.
Furthermore, the appointment and reappointment of managing directors of Zeppelin GmbH and affiliated companies on the basis of corresponding recommendations by the Personnel Committee were the subject of resolutions. The appointment of Marc de Groen to the management of Zeppelin GmbH as successor to Fred Cordes as COO and the reappointment of Alexandra Mebus as CHRO were also important items on the agenda of the Personnel and Audit Committees.
Both the Supervisory Board and the Personnel and Audit Committee conducted their deliberations and passed their resolutions on the basis of the necessary and appropriate information. The members of the Supervisory Board were guided in their work by weighing up all the identifiable opportunities and risks of the decisions to be made in the interests and for the benefit of the company, its shareholders, employees, customers, and business partners.
No objections arose from the activities of the Supervisory Board and, in particular, from its monitoring of the management.
The annual financial statements of Zeppelin GmbH prepared by the management in accordance with the rules of the German Commercial Code (HGB) and the consolidated financial statements prepared in accordance with § 315e HGB on the basis of International Financial Reporting Standards (IFRS) as of December 31, 2025, as well as the corresponding management reports, were audited by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC) and issued an unqualified audit opinion in each case.
The Supervisory Board examined the documents in detail and also reviewed them itself. All members of the Supervisory Board received the audit reports in good time. Shortly before the Supervisory Board's balance sheet meeting, two explanatory discussions on the content, key points, and results of the audits took place between PwC and members of the Supervisory Board. The Audit Committee discussed this in detail with the auditor.
Furthermore, during the Supervisory Board's balance sheet meeting on April 1, 2026, PwC explained the key findings of the audit, which were discussed in detail in the presence of PwC. The Supervisory Board raised no objections, approved the audit report, and thus approved the annual financial statements of Zeppelin GmbH and the consolidated financial statements.
The annual financial statements and consolidated financial statements are thus adopted. The Supervisory Board concurred with the Management Board's proposal for the appropriation of net retained profits and recommended that the shareholders also approve this.
On April 30, 2025, Mr. Heribert Hierholzer retired as the elected employee representative and Deputy Chairman of the Supervisory Board and left the board after decades of successful service. He was succeeded on May 1, 2025, by Mr. Michael Richter, Chairman of the General Works Council of Zeppelin Systems GmbH, industrial foreman, as a substitute member elected in accordance with Section 17 of the German Co-Determination Act (MitbestG). Prof. Dr. Yasmin Mei-Yee Weiß resigned from the Supervisory Board on July 22, 2025. She was succeeded with effect from July 23, 2025, by Ms. Fanja Pon, Chairwoman of the Supervisory Board, Pon Holdings B.V., Amsterdam.
The Supervisory Board would like to thank Mr. Heribert Hierholzer and Prof. Dr. Yasmin Mei-Yee Weiß for their many years of extraordinary and very successful service to the company and looks forward to working with Ms. Fanja Pon and Mr. Michael Richter.
All employees of the Zeppelin Group, the employee representatives, heads of strategic business units, and members of the management teams did an excellent job in 2025 in a challenging environment. The Supervisory Board would like to express its gratitude and appreciation for their high level of commitment.
The Supervisory Board would like to thank the management, the employee representatives, and all employees of the Zeppelin Group worldwide, in particular the approximately 2,000 new colleagues from the completed acquisition, for their excellent work in a challenging 2025 and their impressive commitment and expresses its appreciation for this.
Friedrichshafen, April 1, 2026
On behalf of the Supervisory Board
Simon Blümcke
Chairman of the Supervisory Board
