The Supervisory Board dutifully and comprehensively performed all of the tasks incumbent on it in the 2025 financial year as required by law and the Articles of Association. It regularly advised the Board of Management on its management of the company and continuously accompanied and monitored all important management measures for the Group. The supervisory and advisory activities of the Supervisory Board also dealt with issues related explicitly to sustainability. The Supervisory Board was involved in all decisions of fundamental importance to the company and the Group.
The Board of Management regularly, comprehensively and promptly informed the Supervisory Board about all relevant aspects of business policies and other fundamental issues relating to business planning, and also provided reasons for any discrepancies between the actual development of business and the plans and targets reported at an earlier date. In the reporting period, this included, in particular, numerous legislative and regulatory changes that have already been enacted or announced and their impact on the business of EnBW and its subsidiaries. In addition, the Board of Management informed the Supervisory Board about the economic position of the company and the Group including, among other things, the profitability of the company (especially the equity), the development of business (especially the revenue and earnings, the net assets, financial position and results of operations, as well as HR development at the company) and those business transactions that could be of significant importance for the profitability or liquidity of the company. Furthermore, the Board of Management informed the Supervisory Board about the risk situation of the Group and of individual areas of the Group, corporate strategy and planning, risk management, the internal control system and compliance.
Key topics of the discussions at the plenary meetings
In the 2025 financial year, the Supervisory Board dealt extensively with verbal and written reports and proposals for resolutions issued by the Board of Management at seven ordinary meetings on 12 February, 24 March, 9 May, 9 July, 1 October, 12 November and 8 December 2025 and two extraordinary meetings on 26 June and 23 December 2025. Furthermore, the Supervisory Board requested reports and information from the Board of Management on individual topics, which were comprehensively provided in a timely manner in each case. The discussions and resolutions at the plenary meetings of the Supervisory Board focused on the following key issues:
- Consultation and discussion with the Board of Management on current geopolitical developments and their potential impact on the energy industry
- Determining the level of the short-term single-year variable remuneration for members of the Board of Management for 2024 and the long-term multi-year variable remuneration for members of the Board of Management for 2022 (performance period 2022 to 2024)
- Selection of the sustainability criteria for the performance period 2026 to 2028 and defining the targets for the variable remuneration for members of the Board of Management for 2026
- Consultation on the annual compliance report and the agenda for the subsequent period
- Consultation on the annual data protection report and the agenda for the subsequent period
- Approval of the proposals to be made at the ordinary Annual General Meeting 2025, including in particular on the appropriation of the net income available for distribution for the 2024 financial year, the discharge of Board of Management and Supervisory Board members, the election of the auditor for the 2025 financial year, the election of members of the Supervisory Board, approval of the Board of Management remuneration system and the remuneration report for the members of the Board of Management, approval of the remuneration for members of the Supervisory Board and the amendment to articles 16 and 17 of the Articles of Association
- Approval of the remuneration report for 2024 that was produced and checked in cooperation with the Board of Management in accordance with section 162 AktG
- Endorsement of the annual financial statements and consolidated financial statements as of 31 December 2024 presented by the Board of Management
- In-depth consultations and discussions with the Board of Management about the EnBW Group strategy and EnBW portfolio strategy
- In-depth consultations and discussions with the Board of Management about long-term strategic planning (with a focus on the energy industry, market, trading, gas, expansion of renewable energies, sustainability and climate change mitigation) and consultation on portfolio discussions of selected business fields of EnBW
- Approval for the release of bank credit lines and increasing the counterparty limits for financial investments
- Reporting on the status of the HR strategy
- Reporting and advice on managing investments
- Approval for optimizing existing LNG positions, for the further expansion of LNG activities and for the conclusion of new LNG procurement contracts
- Approval for investment decisions relating to new construction projects, taking into account strategic, economic and sustainability evaluation criteria
- Reporting on the development of major power plant projects
- Regular reporting and advice on the development of the Mona and Morgan offshore wind projects in Great Britain
- Regular reporting on the business performance at SENEC
- Regular consultation on the submission of a binding bid for participation in an offshore auction
- Regular consultation on the development of the financial ratings of EnBW AG
- Regular reporting by the Board of Management on the development of market prices for electricity, fuels and CO₂
- Regular consultation on the development of the markets relevant to EnBW
- Consultation on the self-assessment of the Supervisory Board
- Regular reporting by the Board of Management on the development of business activities in Turkey
- Regular reporting by the Board of Management on the operation, safety and, where relevant, dismantling of the nuclear power plants
- Consultation on the results of the EnBW Employee Survey 2024
- Approval of the prefinancing for 2026
- Approval for covering the financial needs of subsidiaries
- Defining the targets for STI 2026 and LTI 2026–2028 for the Board of Management remuneration 2026
- Approval of the budget for the 2026 financial year and acknowledgment of the medium-term planning for the period 2026 to 2028, consisting of the plans for Group earnings, finance, investment and HR, as well as for the result (HGB) and liquidity of EnBW AG; the corporate planning incorporates both financial and sustainability targets
- Approval for the issuing of the annual declaration of compliance and (Group) declaration of corporate governance
- Approval of the financing strategy for 2026
- Consultation on the revision of the regulatory framework
- Consultation on the subject of e-mobility
- Consultation on tax issues related to real estate business
- Comprehensive consultation on the subject of a capital increase
- Election of the Deputy Chairman of the Supervisory Board and appointment of new members of the committees of the Supervisory Board due to two members leaving the Supervisory Board
- Consultation on the requirements arising from the ESG rating, focusing on issues with particular relevance for the Supervisory Board
Aside from the meetings, the Board of Management informed the Supervisory Board in writing about all business transactions of particular importance for the company or the Group. In addition, there was ongoing communication between the Chairman of the Supervisory Board and the Board of Management, particularly with the Chairman of the Board of Management, in order to discuss issues relating to strategy, planning, business development, the risk situation, risk management, compliance, the impact of the war between Russia and Ukraine, important individual transactions and currently pending decisions.
There was a consistently very high attendance rate at the individual meetings of the Supervisory Board. The majority of the members of the Supervisory Board attended all meetings of the Supervisory Board. With only a few exceptions, no member of the Supervisory Board participated in less than half of the meetings of the Supervisory Board and its committees.
Work of the committees
The committees set up by the Supervisory Board once again met regularly in the 2025 financial year, so that the Supervisory Board could perform its functions efficiently. The respective members of the committees are listed in the section Corporate bodies. of the Annual Report 2025. The Chairpersons of the committees regularly reported in detail on the work of the committees at each subsequent plenary meeting of the Supervisory Board.
Corporate Governance
The Supervisory Board dealt intensively with various issues relating to corporate governance in the 2025 financial year. These issues are described in detail in the (Group) declaration of corporate governance, which is part of the Annual Report 2025. The company also publishes the (Group) declaration of corporate governance. in accordance with section 289f (1) sentence 2 and section 315d sentence 2 HGB on its website.
Audit of the annual and consolidated financial statements
Following a thorough examination by the audit committee, the Supervisory Board undertook a detailed review of the annual financial statements and consolidated financial statements as of 31 December 2025 that were audited and issued with an unqualified audit opinion by BDO AG Wirtschaftsprüfungsgesellschaft, and of the combined management report for the 2025 financial year. The non-financial declaration included in the combined management report has been audited with limited assurance. The final results of its own reviews did not lead to any reservations on behalf of the Supervisory Board. It approved the audit results of the independent auditor and endorsed the annual financial statements prepared by the Board of Management as of 31 December 2025 – which have thus been ratified – and the consolidated financial statements as of 31 December 2025, as well as the combined management report, including the non-financial declaration it comprises, for the 2025 financial year.
Reference to the complete version of the Report of the Supervisory Board
Further details on the topics “Work of the committees,” “Corporate governance,” “Audit of the annual and consolidated financial statements” and “Personnel changes at the level of the Supervisory Board and Board of Management” can be found in the full version of the Report of the Supervisory Board made available to the public on the company’s website at www.enbw.com/corporate-governance.
Karlsruhe, 23 March 2026
Supervisory Board
Lutz Feldmann
Chairman