Report by the Supervisory Board of REWE-ZENTRALFINANZ eG, Cologne for the 2025 business year
In the 2025 business year, the Supervisory Board fulfilled its duties as required by law, the articles of association and internal rules, and regularly advised the Management Board regarding the operation of the cooperative and the RZF Group while carefully and continuously monitoring its activities.
The Management Board regularly and comprehensively informed the Supervisory Board during and between Supervisory Board meetings and through written and oral reports about business policy; all relevant aspects of corporate planning including financial, investment and disinvestment planning; the development of business; the economic situation of the cooperative and the RZF Group; and the financial situation as well as about important decisions and business transactions that affect the RZF Group.
The Supervisory Board was directly involved in all decisions of major importance to the Company. The Supervisory Board approved transactions requiring its consent after extensive consultation and review of the documents provided by the Management Board.
In the 2025 business year, the Supervisory Board was informed about all significant issues involving the cooperative during 11 meetings (some of which were held virtually) that it had with the members of the Management Board. In addition, three meetings of the Audit Committee were held in the 2025 business year, as well as four Executive Committee meetings and one Human Resources Committee meeting. When necessary, the Supervisory Board obtained additional written and oral reports from the Management Board. The chairman of the Supervisory Board was continuously informed by the Management Board about significant developments and pending decisions. In fulfilment of its duties as required by law and the articles of association, the Supervisory Board adopted the necessary resolutions, as documented in separate minutes. As a result of its monitoring activities and the information and documentation provided by the Management Board, the Supervisory Board is confident of the propriety of management.
As the responsible statutory auditing association within the meaning of section 54 sentence 1 of the German Cooperative Society Act (Genossenschaftsgesetz, “GenG”), REWE Prüfungsverband e.V. performed the audit in accordance with section 53 (1) GenG. For the purpose of determining the financial situation and the propriety of management, the facilities, the financial position and the management were audited pursuant to paragraph 53 (1) GenG by REWE Prüfungsverband e.V. REWE Prüfungsverband e.V. engaged KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin – Cologne branch (“KPMG”) to perform the audit pursuant to section 53 (2) GenG for the business year from 1 January 2025 to 31 December 2025 under application of section 55 (3) GenG as a joint audit together with REWE Prüfungsverband e.V.
The consolidated financial statements and Group management report were audited by KPMG after being engaged by REWE Prüfungsverband e.V. pursuant to section 55 (3) GenG. The annual and consolidated financial statements as at 31 December 2025, the management report and the Group management report for the business year from 1 January 2025 to 31 December 2025 were each issued an unqualified audit opinion.
Pursuant to paragraph 58 GenG, the Audit Committee and the Supervisory Board discussed the results of the statutory audit in a joint meeting with the Management Board and the auditors from REWE Prüfungsverband e.V. and KPMG. The auditors reported on the key results of their audit and remained available to answer questions and provide further information. The annual financial statements, the management report, the consolidated financial statements and Group management report provided a true and fair view of the cooperative and provided no grounds for objection. The Supervisory Board concurs with the results of the statutory audit. The Supervisory Board also approved the proposal for appropriation of the year’s profit.
Mr Jan Kunath left the Management Board with effect from 30 September 2025.
Mr Erich Stockhausen, Chairman of the Supervisory Board, left the Supervisory Board on 14 June 2025.
Mr Stefan Lenk succeeded Mr Stockhausen as Chairman of the Supervisory Board on 14 June 2025.
Mr Kay Dreysse succeeded Mr Stockhausen as a member of the Supervisory Board.
Mr Helmut Göttmann, Deputy Chairman of the Supervisory Board, left the Supervisory Board on 14 June 2025.
Ms Franziska Blumenthal succeeded Mr Göttmann as Deputy Chairwoman of the Supervisory Board on 14 June 2025.
Mr André Stürmer succeeded Mr Göttmann as a member of the Supervisory Board on 14 June 2025. Mr Lenk also resigned from his position as Chairman of the Audit Committee on 9 September 2025.
Mr Jürgen Lang was elected Chairman of the Audit Committee on 9 September 2025.
The Supervisory Board wishes to thank the members of the Management Board and all employees of REWE-ZENTRALFINANZ eG for their hard work in the 2025 business year. They once again rose to the considerable challenges facing the Company with their outstanding expertise and successful collaboration. We would like to thank everyone who has contributed to this.
Cologne, 5 May 2026
THE SUPERVISORY BOARD
signed: Stefan Lenk
-Chairman-
