Report of the Supervisory Board

Karl-Ludwig Kley

Chairman of the Supervisory Board

Dear shareholders,

The 2025 financial year was characterised for the Lufthansa Group by operational and financial stability on the one hand, and by continued strategic development on the other. Despite continuing geopolitical crises and macroeconomic uncertainties we were able to strengthen our market position, and we made considerable progress in almost all segments of our business.

Particularly worthy of note are the significant improvements in punctuality and regularity in flight operations as well as the ongoing modernisation of the fleet. By completing the acquisition of a 41% stake in ITA Airways and the expansion of Lufthansa Technik’s international sites we continued the Company’s internationalisation. The Lufthansa Group registered a significant increase in its earnings, with solid revenue growth and Adjusted EBIT of EUR 1,960m. This was driven above all by great demand in passenger traffic as well as strong performance in the cargo business.

In the 2025 financial year, the Supervisory Board oversaw the work of the Executive Board members and provided advice. It carried out the duties conferred on it by statute, the Company’s Articles of Association and its internal regulations. The Executive Board regularly provided the Supervisory Board with full and timely information on the course of business, the competitive environment, planned Company policy and significant strategic and operational decisions. Throughout the year, including between meetings, the Executive Board provided regular reports on the current course of business. As Chairman of the Supervisory Board, I read the minutes of the Executive Board meetings and discussed the current situation with the Chairman of the Executive Board and other members of the Executive Board on an ongoing basis.

The Supervisory Board held four ordinary meetings in the 2025 financial year. At its plenary sessions and committee meetings, the Supervisory Board had the opportunity to discuss the reports and proposals for resolutions from the Executive Board. When doing so, the Supervisory Board and its committees also met without the members of the Executive Board.

Key topics discussed by the Supervisory Board

Our meetings focused on the economic development of Deutsche Lufthansa AG and its equity investments. These meetings discussed the implementation of Lufthansa Airlines’ turnaround programme, the continued stabilisation of flight operations, the challenging competitive environment, and the definition of new mid-term targets for the period up to 2030.

At its meeting held on 5 May 2025, the Supervisory Board approved the issue of a convertible bond by Deutsche Lufthansa AG in the amount of up to EUR 600m with a term of up to seven years, utilising the contingent capital available for this purpose and excluding shareholders’ subscription rights. This convertible bond was fully placed on the market on 3 September 2025.

The meeting on 17 September 2025 was dedicated to the Group’s ongoing strategic development. The corporate strategy was updated on this basis and approved at the Supervisory Board meeting on 10 December 2025. At the meeting held on 17 September 2025, the Supervisory Board also adressed the ESG reporting.

At its meeting held on 10 December 2025, the Supervisory Board approved the core elements of the budget for the 2026 financial year as well as the medium-term financial planning for the period from 2027 to 2029. In addition, at this meeting the Supervisory Board approved changes to the internal regulations for the Supervisory Board and the Audit Committee. It also received reports on cybersecurity, compliance and risk management, including internal control systems. It also examined the progress review for investment transactions previously approved by the Supervisory Board. At this meeting, the Supervisory Board also considered the appropriateness of the Executive Board’s remuneration and confirmed this. ↗ Remuneration report.

No changes on the Executive Board

Following the extensive restructuring of the Executive Board in the 2024 financial year, the Executive Board has not undergone any changes during the 2025 financial year.

Changes on the Supervisory Board

The Supervisory Board mandates of Astrid Stange, Angela Titzrath and Erich Clementi expired at the close of the Annual General Meeting on 6 May 2025. Thomas Enders resigned his seat on the Supervisory Board for personal reasons on this date. Alexis von Hoensbroech was elected for the first time, while Astrid Stange, Angela Titzrath and Erich Clementi were re-elected to the Supervisory Board, in each case for a period of three years. The Supervisory Board would like to thank Thomas Enders for assuming his responsibilities and for his constructive and dedicated work on the Board.

The membership of the committees remained unchanged in the period up to the close of the Annual General Meeting on 6 May 2025. Following Thomas Enders’ departure from the Supervisory Board, Karl Gernandt resigned his seat on the Audit Committee and was elected to the Steering Committee, the Nomination Committee and the Arbitration Committee. Sara Hennicken was elected to the Audit Committee and Angela Titzrath to the ESG Committee, while Erich Clementi was re-elected as Chairman of the ESG Committee.

Moreover, in September 2025 the Nomination Committee proposed Johannes Teyssen to the Supervisory Board as a candidate to succeed me on the Supervisory Board and as Chairman of the Supervisory Board. He is due to be elected to the Supervisory Board at the Annual General Meeting on 12 May 2026.

Attendance at meetings

Overall, the Supervisory Board members had an attendance rate of 99.3% for all of the meetings of the Supervisory Board and its committees in 2025. With the exception of Karl Gernandt, who was unable to attend one meeting of the Supervisory Board, all Supervisory Board members were consistently present, either in person or virtually, at all Supervisory Board meetings and those of its committees on which they served.

The meetings of the Supervisory Board and its committees generally take place in person, but in justified individual cases, video conferences may also be held. With the exception of the ESG Committee meeting on 29 April 2025 and the Steering Committee meeting on 1 September 2025, all of the Supervisory Board meetings of Deutsche Lufthansa AG and its committees were held in person.

Corporate governance

We have carried out a self-assessment of our work on the Supervisory Board in the 2025 financial year with the assistance of an external consultant on the basis of a detailed questionnaire and in-depth individual meetings conducted with all of the members of the Supervisory and Executive Boards. The findings were discussed in detail at our meeting on 10 December 2025. The work of the Supervisory Board was found to be carried out at a consistently high level. This was particularly true for the composition of the Supervisory Board and its committees. The Supervisory Board will consider the suggestions made during this assessment over the course of the 2026 financial year. In addition, the members of the Supervisory Board attended several training events offered by the Company in the 2025 financial year. The topics covered included, in particular, a tour of the Lufthansa Cargo Center in Frankfurt, which is currently under construction, and a guided tour of select departments at Lufthansa Technik. The Supervisory Board was given a detailed presentation on the subject of the Lufthansa Group’s financing options. Moreover, the Supervisory Board regularly received further information on current topics, such as flight capacities within Germany and a Group-wide Capital Markets Day which took place in September.

In September 2025, the Supervisory Board and the Executive Board approved an updated declaration of compliance with the German Corporate Governance Code. In this context, the Supervisory Board also adopted an updated qualification matrix for its members. ↗ https://www.lufthansagroup.com/ corporate_governance_declaration. No conflicts of interest were disclosed in the 2025 financial year.

Work of the committees

In the 2025 financial year, the Supervisory Board established five committees. Reports were provided on each of these committees’ activities at the start of the following Supervisory Board meeting. Further details on the composition of these committees can be found in the following chart ↗ C01 Supervisory Board Committees.

The Steering Committee met four times in 2025. As in previous financial years, the Steering Committee prepared the Supervisory Board meetings and considered the course of business and strategic issues in detail. The Steering Committee also considered all of the issues relating to the remuneration received by the Executive Board and provided the full Supervisory Board with recommendations in this regard.

The Nomination Committee met three times in 2025.

The Audit Committee met five times in 2025, always in the presence of the auditors. As an independent financial expert in line with the requirements of the German Stock Corporation Act and the German Corporate Governance Code, the Chair of the Audit Committee has particular knowledge and experience in the field of accounting, including international control procedures and sustainability reporting. The Audit Committee discussed the annual financial statements for 2024 and the interim reports for 2025 with the CFO prior to their publication. This committee also dealt with the supervision of accounting processes and the effectiveness of the internal control, risk management and internal auditing systems. Furthermore, the members received regular reports on the compliance management system and capital market communications.

They discussed in detail the 2026 budget, the Group operational planning and the medium-term financial planning for the period from 2027 to 2029. They also regularly discussed the progress made in complying with the requirements of the CSRD Directive for the preparation of a sustainability report, including with the auditor. While the German parliament had not yet passed a bill for the introduction of an act implementing the CSRD Directive by the end of 2025, the Lufthansa Group has nonetheless voluntarily opted to prepare a combined non-financial declaration in compliance with the CSRD Directive, and to have the auditors conduct a limited assurance engagement for this. ↗ Combined non-financial declaration.

The ESG Committee met twice in 2025. Its key areas of focus were the CO₂ emissions targets specified in the Lufthansa Group’s ESG strategy and the key reduction tools available as well as the preparation of the Lufthansa Group’s combined non-financial report in a CSRD-compliant format.

The Arbitration Committee was not convened in the reporting year.

The committee chairs always reported on the main topics of discussion at the committee meetings in the subsequent Supervisory Board meetings.

Audit and adoption of the annual financial statements, approval of the consolidated financial statements as of 31 December 2025

The Supervisory Board appointed EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft (EY), Stuttgart, who were elected as auditors for the parent company and the Group at the Annual General Meeting 2025, to audit the annual financial statements and the consolidated financial statements, the combined management report including the combined non-financial declaration and the system for the early identification of risks. The Audit Committee acknowledged the declaration of independence provided by EY and discussed the main topics of the audit. No grounds for disqualifying the auditors or doubting their impartiality came to light during the course of the audit.

The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), as applicable in the European Union (EU). The auditors audited the annual financial statements and consolidated financial statements of Deutsche Lufthansa AG and the combined management report, including the combined non-financial declaration as of 31 December 2025, in accordance with the legal requirements, and issued an unqualified audit opinion. The auditors further confirmed that the system for the early identification of risks established by the Executive Board is suitable for identifying developments that could endanger the Company’s continued existence at an early stage. During their audit, the auditors did not come across any facts that would run contrary to the declaration of compliance with the German Corporate Governance Code.

On 27 February 2026, the Audit Committee discussed the audit reports in detail with the CFO in the presence of the two auditors who had signed the auditors’ report. At the Supervisory Board accounts meeting on 5 March 2026, the auditors reported on their audit findings and answered questions. We examined the financial statements and the consolidated financial statements of Deutsche Lufthansa AG, as well as the combined management report, including the combined non-financial declaration and the remuneration report pursuant to Section 162 AktG, and did not raise any objections. The financial statements and the consolidated financial statements were approved. The 2025 annual financial statements of Deutsche Lufthansa AG, prepared by the Executive Board, have thereby been adopted. We agree with the Executive Board’s proposal for profit distribution. We are pleased to report we are once again able to distribute a dividend to our shareholders for the 2025 financial year.

On 12 May 2025, Jürgen Weber, the long-standing Chairman of the Executive Board and Chairman of the Supervisory Board, passed away at the age of 83. From 1991 to 2003 he led the Company as the Chairman of its Executive Board, while from 2003 to 2013 he served as Chairman of the Supervisory Board. During his term of office, he was not only responsible for the reorganisation, restructuring and privatisation of the airline with the crane on its tail. He also streamlined Lufthansa, putting it back on track for success and demonstrated his strategic vision as early as the 1990s. Jürgen Weber was one of the founding fathers of the Star Alliance, which remains the largest global airline alliance. Everyone at Lufthansa is grateful to him for his sterling service to Lufthansa and the airline industry. We will always remember him with the greatest respect.

Frankfurt am Main, 5 March 2026

For the Supervisory Board
Karl-Ludwig Kley, Chairman