4.1 Report of the Supervisory Board

In this report, the Supervisory Board reports on the supervision exercised and the advice provided during the 2025 financial year. The Supervisory Board reflects on Nedap’s performance, strategy, governance, risk management, and leadership developments, with due regard for sustainable long-term value creation.

Message from the chair of the Supervisory Board

The year 2025 was characterized by solid operational performance, continued execution of Nedap’s Step Up! strategy, and a number of important governance and leadership developments. Against a backdrop of ongoing geopolitical uncertainty and regulatory change, Nedap demonstrated resilience and focus, with growth across its key markets and a further strengthening of recurring revenue.

In addition to strategic and operational progress, 2025 was marked by a number of changes within both the Supervisory Board and the Board of Directors. These developments reflect a balanced approach to continuity and renewal, which the Supervisory Board considers essential for safeguarding Nedap’s long-term interests.

At the level of the Supervisory Board, in accordance with the rotation schedule, Jo van Engelen stepped down, and Karin Bergstein was appointed as a new member, further strengthening the Supervisory Board’s expertise in finance, governance, and risk oversight. I was reappointed for a new term and would like to thank Nedap’s shareholders and my fellow members of the Supervisory Board for their continued trust.

Within the Board of Directors, the year saw a transition in the role of CFO. Daniëlle van der Sluijs stepped down after the annual general meeting in April 2025. The Supervisory Board would like to thank Daniëlle van der Sluijs for her contribution to Nedap. The Supervisory Board welcomed the appointment of Rianne Jans, who started as CFO per 1 July 2025.

In October 2025, it was communicated that due to health reasons, CEO Ruben Wegman will step down after the annual general meeting in April 2026, and that the Supervisory Board intends to appoint Rob Schuurman as his successor. This decision was taken in close consultation with several parties and emphasizes our strong focus on continuity, stability, and culture. The Supervisory Board expresses its deep appreciation for Ruben Wegman’s leadership and long-standing contribution to Nedap’s transformation and growth, and has full confidence in Rob Schuurman to lead the company to the next growth phase.

The Nedap Leadership Team (NLT) was introduced in March 2025, strengthening Nedap’s governance. This team functions as an executive committee. Furthermore, the Supervisory Board supervised the preparation for the transition to a new external auditor. Sustainability, risk management, and culture remained integral to the Supervisory Board’s oversight throughout the year.

On behalf of the Supervisory Board, I would like to thank the Board of Directors and all Nedap employees for their commitment and performance in 2025. I also thank my fellow Supervisory Board members for their constructive collaboration. With confidence, the Supervisory Board looks ahead to 2026 and to supporting Nedap through its next phase of development.

Peter van Bommel

Details of the members of the Supervisory Board

Supervisory Board composition and skills matrix

The Supervisory Board supervises, evaluates progress and performance, maintains a healthy and transparent system of checks and balances, and assists the Board of Directors with advice where necessary. The focus is on long-term sustainable value creation in the interest of all of the company’s stakeholders.

The composition of the Supervisory Board is in line with the updated profile published on Nedap’s website (new window), which was discussed during the annual general meeting on 17 April 2025, and reflects a deliberate emphasis on strategy, executive leadership and finance, governance and risk, supported by complementary expertise in technology, cybersecurity, sustainability, and people and culture. The Supervisory Board considers its composition appropriate to fulfill its supervisory and advisory duties and to provide effective counterbalance to the Board of Directors.

Composition and changes

In 2025, the composition of the Supervisory Board changed. At the annual general meeting on 17 April 2025 and in accordance with the rotation schedule, Jo van Engelen stepped down. At the same meeting, Karin Bergstein was appointed as a new member. Peter van Bommel was reappointed for a new term.

As of 31 December 2025, the Supervisory Board consisted of five members. All members are independent within the meaning of the Dutch Corporate Governance Code and comply with the applicable limits on supervisory positions.

Profile, skills, and diversity

^{+ = possesses a sufficient level of expertise, skills, and experience in the area and can make a balanced impartial judgment
++ = in addition, acknowledged as an expert in the respective areas (max. 5 per person)}

^{Explanatory notes:
The purpose of this matrix is to provide an overview of the experience and competences that Nedap deems most relevant to its stakeholders.
The matrix represents the extent to which the company’s Supervisory Board members have such experience and competences.
For the purpose of creating this overview, each of the members of the Supervisory Board may have a maximum of five specific areas of expertise, and they are considered experts within the respective domain.}

The composition of the Supervisory Board meets current gender diversity requirements. The Supervisory Board believes that the current composition constitutes a good balance between the various required skills, relevant knowledge, and experience. In the Supervisory Board’s view, the Supervisory Board meets the requirements of independence, as specified in best practice provisions 2.1.7 to 2.1.9 inclusive of the Dutch Corporate Governance Code.

Financial statements

Throughout the year, the Supervisory Board was regularly informed about the company’s operations through financial reports and explanatory notes provided by the Board of Directors.

In addition, the Supervisory Board received detailed monthly reports on financial performance and progress against the annual plans. The Supervisory Board also held regular meetings with managers and other employees from the various business units to gain insight into market developments and business unit performance.

PricewaterhouseCoopers Accountants N.V. (PwC) audited the financial statements and issued an unqualified auditor’s report, which is included in the report in section 6.1 Audit certificate issued by the independent auditor. In the course of the audit, the auditor held the customary final evaluation meetings with the Board of Directors, Group Controlling, and the Audit & Risk Committee.

The full Supervisory Board subsequently discussed the auditor’s report and the 2025 annual report with the Board of Directors and the auditor. These discussions covered, among other topics, the integrity and quality of the company’s financial reporting, material reporting considerations, and material risks and uncertainties. Where relevant, the outcome of these discussions was reflected in the auditor’s report. A subsequent meeting with the auditor, held without the presence of the Board of Directors, did not give rise to any additional matters.

Based on these reports and discussions, the Supervisory Board is of the view that the 2025 annual report provides a sound overview of the current status of Nedap. The Supervisory Board therefore advises the annual general meeting to adopt the 2025 financial statements.

Dividend

The Board of Directors and the Supervisory Board consider it prudent to pay a dividend of €3.70 per share. Nedap maintains the required reserves to be able to guarantee its continuity and stay on the strategic course that the company has set.

As required under article 43.3 of Nedap’s articles of association, any profit not added to the reserves as per article 43.1 of Nedap’s articles of association is paid out to holders of ordinary shares in Nedap. As a result, the total amount available for payment will be €24.5 million, which means a payment of €3.70 per ordinary share (in 2024: €3.20).

Strategy

In 2025, the Supervisory Board monitored the execution and further refinement of Nedap’s Step Up! strategy. Strategic discussions focused on strengthening execution, sharpening priorities, and translating long-term ambitions into long-term profitable growth across the four key markets: Healthcare, Livestock, Retail, and Security.

Throughout the year, the Supervisory Board discussed strategy execution with the Board of Directors and the managing directors of the key markets, with a focus on clear strategic choices, disciplined execution, and improved value capture. The Supervisory Board underscored the importance of continued focus on a limited number of initiatives with high impact, effective performance management, and the alignment of long-term market ambitions with short-term objectives, while recognizing the role of strategic frameworks in supporting effective execution.

The Supervisory Board reviewed the further development of Nedap’s value creation and discussed how data-driven decision-making and clearer performance metrics can support sustainable profitability.

Specific strategic updates in 2025 included:

• Healthcare
  Discussions focused on Nedap’s role in supporting the transition toward network care, strengthening scalable SaaS solutions for care providers, and aligning business and pricing models with the long-term accessibility, affordability, and sustainability of the Dutch healthcare system. The Supervisory Board also discussed the role of AI in supporting future value creation.

• Livestock
  Discussions focused on the scalability and long-term robustness of the business model, including the validation of growth initiatives and value creation at farm level.

• Retail
  Discussions focused on the continued transition toward an integrated, SaaS-driven inventory management model, with priorities including value creation at store level, ecosystem partnerships, and improved scalability.

• Security
  The Supervisory Board assessed strategic positioning in a market characterized by increasing regulatory requirements and evolving customer expectations, with attention to strengthening scalable access management solutions and enhancing user experience through digital innovation.

The Supervisory Board also reviewed updates to the multi-year plan and discussed the ambition to further improve profitability and value creation.

In conclusion, the Supervisory Board remains confident that the strategic direction and the increased focus on effectiveness and impact provide a solid foundation for sustainable long-term value creation. The Supervisory Board will continue to monitor progress and support the Board of Directors in executing Nedap’s strategic priorities.

Governance and organizational model

The Supervisory Board also devoted attention to the governance and organizational model supporting the execution of Nedap’s strategy. In this context, the Supervisory Board discussed and supported adjustments to the governance structure, including the establishment of the NLT functioning as an executive committee.

The Supervisory Board considered the introduction of the NLT an appropriate step to strengthen alignment and coordination on Nedap-wide strategic themes, with accountability remaining with the Board of Directors. The Supervisory Board monitored the implementation of this governance adjustment and will continue to do so in 2026.

Sustainability

Throughout 2025, the Supervisory Board, particularly via its Audit & Risk Committee, exercised oversight over sustainability-related governance, reporting, and risk management.

The Supervisory Board discussed the further embedding of sustainability within Nedap’s strategy and business practices, with a specific focus on governance, prioritization, and reporting. In this context, the Supervisory Board took note of the follow-up to the Double Materiality Assessment.

The Supervisory Board was informed of the validation of Nedap’s near-term GHG emission reduction targets by the Science Based Targets initiative (SBTi) and noted this as an important development from a credibility and stakeholder perspective.

The Supervisory Board and the Audit & Risk Committee monitored developments related to the Corporate Sustainability Reporting Directive (CSRD), including the scope, timing, and assurance of future reporting requirements. Given the current uncertainty regarding future regulatory obligations, the Supervisory Board took note of the Board of Director’s intention not to request external assurance on the sustainability statement at this stage. Particular attention continued to be paid to the quality, consistency, and relevance of non-financial reporting, as well as the clear allocation of sustainability-related responsibilities within the organization.

Diversity, Equity, and Inclusion

Diversity, Equity and Inclusion (DEI) remains an important part of Nedap’s long-term value creation and leadership development. In 2025, the Supervisory Board monitored developments in gender balance within leadership positions and discussed the continued implementation of DEI initiatives with the Board of Directors.

While several DEI initiatives continued in 2025, the Supervisory Board noted that advancement towards the target for female representation in senior management remains challenging. Limited inflow and progression in parts of the subtop, combined with low natural turnover in leadership positions, constrained short-term changes in composition. The Supervisory Board discussed these factors and their implications for the company’s diversity ambitions. The Supervisory Board will continue to monitor developments in this area, including the proposed review of the diversity steering framework in 2026.

In 2025, the Nedap Leadership Team (NLT) was established and positioned as an Executive Committee. The Supervisory Board approved the inclusion of the NLT within the scope of the DEI policy and reporting framework.

 For more information, please refer to section 2.3 Progress on our people. 

Collaboration and responsibilities

The Supervisory Board continued to fulfill its oversight role through regular interaction with management and employees across Nedap’s business units. These interactions supported an open exchange of views and helped the Supervisory Board remain informed about relevant operational and strategic developments within the organization.

In addition, the Supervisory Board maintained ongoing and constructive engagement with the works council. This dialogue contributed to a shared understanding of organizational priorities, developments, and challenges across the company.

Contact with the NLT further supports the Supervisory Board in remaining well informed about how the Board of Directors draws on the NLT’s expertise in shaping, executing, and reviewing the strategy, both in the short and long term. Interaction typically takes place through the CEO. In addition, the Supervisory Board may engage with members of the NLT in a joint setting, for example during thematic or educational sessions, or, where appropriate, in direct exchanges with individual members of the NLT. Such interactions focus on strategic developments, progress in key markets, and the broader organizational context in which the Board of Directors operates.

Risk management

In 2025, the Supervisory Board, particularly via its Audit & Risk Committee, maintained its active oversight of risk management at Nedap, with a continued focus on ensuring a structured and proactive approach. Periodic reviews of key risks and trends took place, with strategic risks discussed in the first half of the year and operational and compliance risks reviewed separately in the second half, enabling more focused assessment.

The Supervisory Board noted continued progress in embedding risk awareness and accountability within the organization. Discussions highlighted the importance of clear ownership and responsibility for risk identification, monitoring, and mitigation. The Supervisory Board emphasized that further strengthening the actionability of risk management remains a key priority.

In this context, the Risk Control Framework, the foundation for the Statement on Risk Management and Control ('Verklaring omtrent Risicobeheersing': VOR), was further developed. The Audit & Risk Committee reviewed the framework and the related VOR and reported its findings to the Supervisory Board, which subsequently approved the framework.

Cybersecurity and IT-related risks continued to receive particular attention given their relevance to both Nedap’s internal operations and its solutions. The Supervisory Board also considered developments related to regulatory requirements, such as NIS2.

The Supervisory Board reviewed risk identification and monitoring processes, including consistency across business units and the balance between soft controls and hard controls. The Supervisory Board welcomed steps taken to further enhance risk monitoring.

Overall, the Supervisory Board concluded that Nedap’s risk management approach is structured and proactive and remains attentive to further development in light of emerging risks, regulatory developments, and Nedap’s strategic priorities.

Committees

During 2025, the Supervisory Board had two committees: an Audit & Risk Committee and a Remuneration Committee. These committees contribute to focused and effective supervision by preparing discussions and enabling more in-depth consideration of specific topics within their respective remits.

Matters discussed at committee level, including key observations and recommendations, are systematically shared and deliberated upon in plenary Supervisory Board meetings.

Audit & Risk Committee

The Audit & Risk Committee supports the Supervisory Board in overseeing the integrity and quality of Nedap’s financial reporting, and the effectiveness of its internal risk management and control systems.

During 2025, the composition of the Audit & Risk Committee changed. Until the annual general meeting, the committee included Marijn Pijnenborg. Following the appointment of Karin Bergstein as a member of the Supervisory Board, the committee consisted of Margot Scheltema (Chair), Karin Bergstein, and Sicco Santema. Together, the members bring extensive expertise in financial oversight and risk management.

The committee’s role is described in its charter, which is part of the Supervisory Board rules and can be accessed on Nedap’s governance webpage. In 2025, the Audit & Risk Committee met six times with representatives of the Board of Directors, including the CFO and, where relevant, the CEO, as well as relevant experts. The internal auditor and the external auditor, PwC, attended all meetings. KPMG representatives joined the final two committee meetings as observers in preparation for their appointment as external auditor for a three-year term beginning in the 2026 financial year.

Key topics discussed during these meetings included:

• Financial reporting, including the annual report and the sustainability statement.

• Risk management and key risks, including core risks, legal claims, developments in the risk management framework, fraud risk management, and compliance-related matters.

• Statement on Risk Management and Control (VOR).

• Internal audit, including the internal audit plan and follow-up on audit findings.

• External audit and assurance, including the audit plan for 2025, preparations for the transition to KPMG as external auditor, and the related engagement arrangements.

• Business continuity and information security, including the transition to a new ERP system, as well as developments relating to NIS2 and other relevant regulatory requirements.

• Sustainability reporting and governance, including updates on CSRD implementation and related regulatory developments.

• Finance and funding, including the new multi-purpose credit agreement and review of the 2026 budget.

• Tax and pension-related matters, including tax policy, the mutual agreement procedure between the Dutch and Hong Kong tax authorities, and developments related to the Dutch Future of Pensions Act.

Remuneration Committee

The Remuneration Committee advises the Supervisory Board on matters relating to the remuneration policy for the Supervisory Board, Board of Directors, and other senior management. Moreover, the committee supports the Supervisory Board in its oversight of nominations, appointments, leadership development, and people and culture-related topics.

In 2025, the composition of the Remuneration Committee changed following the annual general meeting. Jo van Engelen stepped down as a member of the Supervisory Board after the annual general meeting, and Marijn Pijnenborg was appointed Chair of the Remuneration Committee. The Remuneration Committee consisted of Marijn Pijnenborg and Peter van Bommel.

The committee’s role is described in its charter, which forms part of the Supervisory Board rules and is available on the governance webpage. In 2025, the Remuneration Committee met six times.

Key topics discussed during these meetings included:

• Remuneration governance, including the adoption of new remuneration policies for the Board of Directors and the Supervisory Board by the annual general meeting, the implementation of the existing remuneration policy, the assessment of variable remuneration outcomes, and the proposed performance objectives for the Board of Directors for the 2025 financial year.

• Board-level succession and leadership transitions, including discussions on the announced CEO transition and the orderly follow-up to the previously announced departure of the CFO.

• Appointments and composition, including the search process for a new CFO and changes in the composition of the Supervisory Board following the annual general meeting, as well as preparations for the appointment of a new CFO following the extraordinary general meeting.

• People and culture, including oversight of HR-related matters, leadership continuity, and progress on DEI.

• Evaluation and accountability, including the evaluation of the functioning of the Board of Directors and the facilitation of the self-evaluation of the Supervisory Board.

Internal auditor

The internal audit function is intended to provide independent assurance on the effectiveness of governance, risk management, and control processes, including compliance with and effectiveness of internal controls, thus adhering to the best practice principle 1.3 of the Corporate Governance Code.

The internal audit function draws on the Institute of Internal Auditors’ (IIA) Three Lines Model and is aligned with the COSO framework for internal control. Within this model, the internal auditor operates as the third line.

The internal audit function reports to the CEO. The Audit & Risk Committee oversees the internal audit function and maintains regular contact with the internal auditor. The Board of Directors assesses the internal auditor’s performance on an annual basis, taking into account the views of the Audit & Risk Committee.

In November 2025, the Audit & Risk Committee reviewed the internal audit work plan for 2026 together with the internal auditor. Following this review, the Audit & Risk Committee made a recommendation to the Supervisory Board. The internal audit work plan was subsequently approved by the Supervisory Board. The work plan incorporates input from the Supervisory Board, the Board of Directors, and the external auditor.

Throughout 2025, the Audit & Risk Committee was regularly informed about the progress of internal audit activities. In addition, the internal auditor maintained ongoing coordination with the external auditor regarding the progress and outcomes of audit work performed.

In November 2025, the outcomes of the 2025 internal audit work plan and the functioning of the internal audit function were evaluated and discussed. Internal audit activities in 2025 primarily focused on operational audits, including follow-up on prior audit findings, related analyses, and contributions to relevant information security-related discussions.

Meetings and attendance

Throughout the year, the Supervisory Board had six ordinary meetings with the Board of Directors. Three brief meetings were held to discuss the quarterly updates and half-yearly report. Several of the ordinary meetings were preceded by internal deliberations by the Supervisory Board. The brief meetings were conducted online, while the ordinary meetings predominantly took place in person, with some being hybrid or online.

Outside the formal meetings, the Supervisory Board regularly liaised with the Board of Directors by email, phone, or video call to discuss various topics. Where relevant, members of the Supervisory Board paid working visits to the organization to stay informed about the latest state of affairs at the company and market developments. These open and frequent interactions supported effective oversight and informed decision-making by the Board of Directors.

Education

In 2025, the Supervisory Board continued to reflect on its educational needs in light of strategic and regulatory developments. In September, a dedicated technology day on AI was held. The Supervisory Board expressed its appreciation for the organization, content, and format of this session, which provided valuable insights into the strategic implications of AI for Nedap.

In addition, the Supervisory Board and the Board of Directors participated in a scenario-based governance exercise facilitated by external advisers. This session focused on strategic decision-making, roles and responsibilities, and effective interaction between governance bodies in complex and dynamic situations.

The Supervisory Board identified the need for additional education in 2026, particularly with respect to SaaS solutions and related business models, to further support its oversight of Nedap’s strategic development.

With regard to regulatory developments, the Supervisory Board discussed director training on the implications of the NIS2 directive and noted the added value of a joint approach. Further training is expected to take place in 2026.

These educational activities are in line with the best practice provisions of the Dutch Corporate Governance Code.

Evaluation and appraisal

In line with the Dutch Corporate Governance Code, the Supervisory Board evaluated its own functioning, the functioning of its committees, and the contribution of the individual members. The self-evaluation was conducted through a structured assessment and discussed in a closed session.

Overall, the Supervisory Board concluded that cooperation within the Supervisory Board is effective and that the collective expertise of its members continues to provide a solid basis for fulfilling its supervisory responsibilities.

The evaluation also identified opportunities to build on the effective interaction between the Board of Directors and the Supervisory Board and to further support effective oversight through continued education.

Looking ahead, the Supervisory Board agreed to maintain a strong and consistent focus on strategy, with regular attention to developments in AI, technology, and leadership development as part of its ongoing oversight.

These outcomes will be taken into account in the Supervisory Board’s activities in 2026.

Without the Board of Directors present, the Supervisory Board evaluated and assessed the performance of the Board of Directors and the individual members. In the Supervisory Board’s view, the Board of Directors demonstrated a solid performance in 2025. The evaluation of the Board of Directors and its members took place by way of meetings with the Board of Directors as a whole and with its individual members, the NLT, and the Works Council. Topics such as communication with the Supervisory Board, individual targets, cooperation within the Board of Directors, Nedap’s senior leadership, the business units and staffing departments, potential company risks, and culture and behavior were discussed.

Other

In addition to the topics described above, the Supervisory Board discussed a limited number of other matters during the year that were considered relevant from a supervisory perspective. These included updates on the integration and performance of MediKIT, intellectual property management, and selected operational matters.

The Supervisory Board also approved the tax policy, as described in chapter 3 Risk & Governance of this annual report, and the extension of the company’s financing arrangements.

Groenlo, the Netherlands, 23 February 2026

The Supervisory Board
Mr. P. A. M. van Bommel, Chair
Ms. K. T. V. Bergstein
Ms. M. Pijnenborg, Vice Chair
Mr. S. C. Santema
Ms. M. A. Scheltema