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4 8 Deutsche EuroShop at a glance Report of the Supervisory Board 14 Declaration on Corporate Governance 2025 24 Combined management report 27 Basic informationabout the Group 29 Economic review 47 Report on events after the reporting date 47 Outlook 50 Risk report 60 Opportunity report 61 Report of the Executive Board on relations with affiliated companies 61 Acquisition reporting 63 Declaration of Conformity 63 Reporting on the annual financial statements of Deutsche EuroShop AG 68 Consolidated financial statements 70 Consolidated balance sheet 72 Consolidated income statement 73 Consolidated statement of comprehensive income 74 Consolidated statement of changes in equity 76 Consolidated cash flow statement 77 Notes to the consolidated financial statements for financial year 2025 113 Information and Service 115 Shareholding (Notes to the consolidated financial statements) 116 Responsibility Statement by the Executive Board 117 Independent auditor’s report 125 EPRA reporting 136 Contact and legal
4 Deutsche EuroShop at a glance in € million Revenue Net operating income (NOI) EBIT Financial gains/losses (excluding measurement gains/ losses¹) EBT (excluding measurement gains/losses¹) Measurement gains/losses¹ Consolidated profit FFO² per share Earnings per share EPRA earnings³ per share Equity⁴ Liabilities Total assets Equity ratio in %⁴ LTV ratio in % EPRA LTV in %⁵ Cash and cash equivalents Net tangible assets (EPRA) Net tangible assets per share (EPRA) Dividend per share 2025 270.4 213.6 214.4 -66.7 147.8 14.4 215.1 1.95 2.84 1.92 2,170.1 2,433.7 4,603.8 47.1 41.3 43.4 387.4 2,154.6 28.45 1.00⁶ 2024 271.4 217.4 216.3 -51.1 165.2 -14.6 123.5 2.14 1.62 2.12 2,145.7 2,218.7 4,364.4 49.2 39.2 41.1 212.4 2,198.0 29.02 2.65 +/- -0.4 % -1.7 % -0.9 % -30.4 % -10.5 % 198.5 % 74.1 % -8.9 % 75.3 % -9.4 % 1.1 % 9.7 % 5.5 % 82.4 % -2.0 % -2.0 % ¹ Including the share attributable to equity-accounted joint ventures and associates ² Due to the first-time adjustment of FFO for non-cash interest expense and one-off effects, the previous year’s figures have been adjusted accordingly. Adjusted FFO provides a more accurate picture of changes in cash flow from operating activities. ³ EPRA earnings have been adjusted for one-off items in accordance with the current “Best Practice Recommendations” issued by EPRA for the first time. The adjust- ment relates to non-recurring expenses arising from the early termination of interest rate swaps as part of the Group’s realignment of its financing structure. The previous year’s figure has been restated accordingly to ensure comparability. ⁴ Incl. non-controlling interests ⁵ EPRA LTV: Ratio of net debt (financial liabilities and lease liabilities less cash and cash equivalents) to real estate assets (investment properties, owner-occupied pro- perties, intangible assets and other assets (net)). Net debt and real estate assets are calculated on the basis of the Group’s share in the subsidiaries and joint ventures. ⁶ Proposal
6 Revenue in € million EBIT in € million EBT (excluding measu- rement gains/losses) in € million FFO per share in € 273.3 271.4 270.4 212.7 216.3 214.4 169.5 165.2 147.8 2.28 2.14 1.95 2023 2024 2025 2023 2024 2025 2023 2024 2025 2023 2024 2025
8 Companies . Report of the Supervisory Board Report of the Supervisory Board Dear Shareholders, As the new Chairman of the Supervisory Board, I am delighted to present this report on our activities during the past financial year. Mr Reiner Strecker chaired the Supervisory Board until 27 June 2025. He led the Committee for 13 years and play- ing a pivotal role in shaping the Company’s growth over that period. The Supervisory Board of Deutsche EuroShop would like to extend its sincere gratitude to Mr Strecker for his dedication and outstanding performance over the years. Collaboration between the Supervisory Board and the Executive Board During financial year 2025, the Supervisory Board perfor- med the duties incumbent on it according to the law and the Articles of Association and closely oversaw the per- formance of the Deutsche EuroShop Group. The Executive Board coordinated the strategic direction of the Company with the Supervisory Board, and reported regularly on the status of strategy implementation. The Supervisory Board monitored and advised the Executive Board on its manage- ment of the business. The Executive Board provided the Supervisory Board with regular, prompt and comprehen- sive updates about the Company’s performance and stra- tegic progress. Furthermore, the Executive Board informed my predecessor and myself without delay about all events of particular significance for the management and over- sight of the Company. I was also given ongoing, detailed briefings between meetings of the Supervisory Board and its committees in regular conference calls with the Execu- tive Board. In 2025, the Executive Committee was kept con- tinuously informed about current developments and noti- fied in advance about intended, more far-reaching decisions of the Executive Board. Focus of advisory activities The Supervisory Board conducted detailed examinations of the Company’s net assets, financial position, results of operations and risk management at its regular meetings. In this context, the Board also checked that the formal con- ditions for implementing an efficient system of monitoring the Company were met and that the means of supervision at its disposal were effective. The Supervisory Board was informed on an ongoing basis of all significant factors affecting the business. It conside- red the performance of the portfolio properties, specifically retail sales, footfall and rental income, the accounts recei- vable and occupancy rates, the payment patterns of tenants and the Company’s liquidity position. In the 2025 financial year, our discussions focused on the advancement of the Company’s financing strategy (particularly in relation to obtaining a credit rating for the first time and issuing a corporate bond) as well as exploring opportunities for the development of the Company’s real estate portfolio, with a particular emphasis on future growth and ESG (environ- mental, social and governance). The Supervisory Board conducted regular discussions with the Executive Board regarding trends on the capital, credit, real estate and retail markets and the impact of these on the Company’s current and medium-term situation. As part of this, various financing and refinancing options were examined. The Supervisory Board received regular reports detailing tenants’ retail sales trends and banks’ lending policies. The Executive Board and the Supervisory Board also held regular discussions on how the Company was valued by the stock market and its participants and made peer group comparisons. In the reporting year, the Super- visory Board also dealt with changes to the law that have already come into force and foreseeable changes that are of importance to the Company. The Chairman of the Supervisory Board and the Executive Committee of the Supervisory Board also discussed other topical issues with the Executive Board as required. At regular meetings, the Executive Board informed the
Deutsche EuroShop . Financial Report 2025 9 Supervisory Board about the consequences of the geopo- litical crises, political uncertainties and economic trends for the operating business, among other issues. The focus was on the effects on inflation and interest rates as well as consumer behaviour. Transactions requiring the appro- val of the Supervisory Board or a committee were discus- sed and decided on at the scheduled meetings. Where required, circular resolutions were passed in writing by the Supervisory Board or the responsible committee for trans- actions of the Executive Board requiring approval. All resolutions in the reporting period were passed unani- mously. To avoid conflicts of interest, any parties affected abstained from voting. Some Supervisory Board meetings were held without the Executive Board present. Meetings, telephone and video conferences Four ordinary meetings of the Supervisory Board were held in the 2025 financial year, one in person and three by video conference. In addition, two extraordinary Supervisory Board meetings were held by video conference in connec- tion with the rating process and issuing the Company’s first bond. Outside of the meetings, two circular resolutions were passed. The Executive Committee held one meeting by video con- ference, and the Audit Committee held five meetings by video conference. The Capital Market Committee met once by video conference in financial year 2025. No member of the Supervisory Board attended only half or fewer than half of the meetings of the Supervisory Board and the committees on which they serve during the repor- ting year. The individual attendance record of the members of the Supervisory Board in meetings of the Supervisory Board and its committees can be found in the following overview: Supervisory Board Member since Appointment ends Peter Ballon (Chairman since 27 June 2025) 2025 2030 Annual General Meeting Reiner Strecker ( Chairman until 27 June 2025) Chantal Schumacher (Deputy Chairwoman) Benjamin Bianchi (until 21 January 2026) Henning Eggers Lemara Grant (until 27 June 2025) Stuart Keith Dr Volker Kraft Dr Henning Kreke Todd Liker (since 27 June 2025) Claudia Plath 2012 2022 2022 2019 2022 2022 2022 2013 2025 2019 2025 Annual General Meeting 2027 Annual General Meeting 2027 Annual General Meeting 2029 Annual General Meeting 2027 Annual General Meeting 2027 Annual General Meeting 2027 Annual General Meeting 2028 Annual General Meeting 2030 Annual General Meeting 2029 Annual General Meeting Plenum/ ordinary and ex- traordinary Executive Committee Audit Committee Capital Market Committee 3/3 3/3 5/6 6/6 5/6 3/3 6/6 5/6 6/6 3/3 6/6 - - 1/1 - 1/1 1/1 - - - - - - 3/3 5/5 - 5/5 - - - - - 2/2 - - - - - - 1/1 1/1 1/1 - 1/1
10 Companies . Report of the Supervisory Board February video conference (extraordinary) The first Supervisory Board meeting of the financial year took place by video conference on 13 February 2025 as an extraordinary meeting. At this meeting, the Supervisory Board specifically addressed the potential of acquiring a credit rating and the process of issuing the Company’s first bond. The Chairman of the Capital Market Committee reported on the discussions held in January 2025 and the Committee’s recommendation in this regard, as well as on alternative future financing options. The Supervisory Board discussed the opportunities and risks associated with the planned project, as well as the resulting requirements for the Company with the Executive Board, and subsequently approved the preparatory work involved in the rating process and a potential bond issue. March video conference At the first ordinary meeting on 25 March 2025, the Exe- cutive Board and the auditor’s representatives explained the 2024 annual financial statements for the Company and the Group as well as the audit procedures and results. This meeting was held by video conference. The Chairwoman of the Audit Committee reported on the committee’s discussions in this regard, as well as on its two previous meetings held in January and March 2025. In addition to the regular course of business, the 2024 financial year was characterised by strategic investment projects at several shopping centers, as well as various loans and refinancing arrangements. The Executive Board explained its dividend proposal of €1.00 per share, which the Supervisory Board approved. The Supervisory Board approved the annual financial statements of the Company prepared by the Management Board, and the annual financial statements were thus adopted. The Supervisory Board also approved the consolidated financial statements. The Executive Board then presented the current status of the rating and bond issue process, a corresponding market update, and the prospects for a future bond issue. The Exe- cutive Board continued to report on developments in the shopping center portfolio, particularly with regard to key metrics such as footfall, retail sales and occupancy rates, which had improved as a result of the recent investment projects. It also discussed current market trends and the consumer behaviour of visitors. The Executive Board and Supervisory Board determined the preliminary agenda items for the Annual Shareholders’ Meeting in June 2025, including the aforementioned dividend proposal, the pro- posal to reappoint RSM Ebner Stolz as auditor, the resolu- tion on the remuneration systems for the Executive Board and Supervisory Board, as well as the planned elections to the Supervisory Board. The Chairman of the Executive Committee, reported to the Supervisory Board on the meeting of the Executive Committee in March 2025. The Executive Committee, in its function as the Nomination Committee resolved to extend the appointment of Hans-Peter Kneip as CEO and CFO until 30 September 2028 with the approval of the Supervisory Board. June video conference (extraordinary) In a further extraordinary meeting held by video conference on 5 June 2025, the Supervisory Board again addressed the rating process and the potential issue of a corporate bond. The Executive Board presented the expected rating, the prevailing conditions in the bond market, the planned green bond and possible financing alternatives. It also explained how the proceeds from the bond issue would be used for the intended loan repayments, dividend payments and investments. Following an in-depth discussion of the proposal, the Supervisory Board approved the Executive Board’s resolution to issue a bond with a total nominal value of up to €500.0 million with a rating of BBB- from Standard & Poor’s. This meeting also addressed the preparation of the Annual Shareholders’ Meeting on 27 June 2025, with a particular focus on proposals to appoint Mr Todd Liker and Mr Peter Ballon to the Super- visory Board. The invitation to this Annual Shareholders’ Meeting was approved by the Supervisory Board in a circular resolution on 14 May 2025. June video conference The ordinary meeting on 30 June 2025 was held by video conference. The Supervisory Board elected Mr Peter Ballon as the new Chairman of the Supervisory Board, partially reconstituted the committees following the election of new Supervisory Board members by the Annual Shareholders’ Meeting, and resolved to amend the rules of procedure for the Supervisory Board. The Committee addressed the outcomes of the Annual Shareholders’ Meeting of the Company, which took place on 27 June 2025. The Annual General Meeting approved the increased dividend proposal, raising it from €1.00 per share to €2.65 per share. The Supervisory Board had previously given its approval to the decision of the Executive Board in this regard in a circular resolution on 19 June 2025. The Executive Board reported to the Supervisory Board on the completion of the rating process as scheduled, as well as on the €500 million bond issue in June 2025, which was very successfully completed
Deutsche EuroShop . Financial Report 2025 11 with a 4.5 % coupon rate and investor demand of around €3.5 billion. The Executive Board then presented the results for the first quarter and a projection for financial year 2025. The Chairwoman of the Audit Committee reported on the agenda of the most recent Audit Committee meeting in May 2025. The Executive Board provided an update on the latest developments in the retail sector, including footfall, retail sales and occupancy rates within the shopping center port- folio. The Supervisory Board discussed the current invest- ment projects, the transaction market for retail real estate and possible future acquisitions with the Executive Board. In conclusion, the Supervisory Board discussed the Corpo- rate Sustainability Reporting Directive (CSRD) as well as further legal developments that may impact the Company in future. September video conference The ordinary meeting of the Supervisory Board on 30 Sep- tember 2025, was once again held by video conference. The Executive Board presented the results for the first half of the year, the latest full-year forecast for 2025 and the valuation of the real estate portfolio as at 30 June 2025. The Chairwoman of the Audit Committee reported on the key discussions from the August 2025 Audit Committee meeting. The Executive Board provided updates on the latest operational business developments and significant contract negotiations related to the portfolio. The Supervi- sory Board also discussed potential investments aimed at attracting additional attractive tenants to the Company’s shopping centers with the Executive Board. The September meeting also included an update on the ESG strategy of the Company at portfolio and Group level. Significant progress had been made thanks to a materiality analysis, the re-certification of shopping centers, a Green Finance Framework, the issuance of a green bond, new ESG policies and improvements to our processes. The Executive Board reported on recent developments in the bond market, as well as the Company’s current financing structure and the related structural improvements that were achieved during the financial year. The Supervisory Board approved the Executive Board’s resolution to cancel 720,465 treasury shares resulting from a share buy-back programme. Finally, the Committee dealt with the future strategic development of the Company and organisational issues. November meeting (in person) At the ordinary meeting on 25 November 2025, which was held in person at the Rhein-Neckar-Zentrum in Viernheim, the Executive Board reported on the results for the first nine months and the projection for financial year 2025. It also presented the planning for financial years 2026 to 2030, which was subsequently approved by the Supervi- sory Board. The Chairwoman of the Audit Committee repor- ted on the key discussions from the November 2025 Audit Committee meeting. The Supervisory Board held a discus- sion with the Executive Board on key operational topics and figures, the Company’s current asset and portfolio strategy, and projects planned for the upcoming financial year. The November meeting also focused on the compa- ny’s new ESG policies, which were published in November 2025. In a financing update, the Management Board repor- ted on the share buy-back which was resolved at the September meeting and subsequently executed, as well as on the successful repayment of selected bank loans in connection with the June 2025 bond issue. Finally, the Committee addressed the future composition of the Super- visory Board, including the appointment of the Chairman of the Supervisory Board and the organization of the next Annual Shareholders’ Meeting. Committees The Supervisory Board has established three fixed com- mittees: the Executive Committee, the Audit Committee and the Capital Market Committee. The committees currently have three (Capital Market Committee) members. They had four such members until 30 June 2025. The Executive Committee functions simultaneously as the Nomination Committee. Given the size of the Company and the number of Supervisory Board members, the number of fixed committees and committee members is still considered to be appropriate. The Audit Committee issued the audit mandate to the auditor elected by the Annual General Meeting, monitored the services provided by the auditor and discussed the controls for the quality of the audit. The Executive Committee, in its simultaneous function as the Nomination Committee, held an ordinary meeting on 24 March. Five meetings of the Audit Committee took place. The meetings on 20 January and 17 March heard reports from the Executive Board and auditor on the annual finan- cial statements for 2024. The meetings on 12 May, 8 August and 10 November discussed the 2025 interim statements with the Executive Board. The Capital Market Committee convened for a meeting on 2 January.
12 Companies . Report of the Supervisory Board Corporate governance In February 2025 and February 2026, together with the Executive Board, the Supervisory Board issued an updated declaration of conformity in relation to the recommenda- tions of the Government Commission pursuant to Section 161 of the German Stock Corporation Act (AktG) and made this permanently available on the Deutsche EuroShop AG website. A separate report on the implementation of the German Corporate Governance Code is included in this Annual Report. The members of the Supervisory Board and the Executive Board declared in writing at the beginning of 2026 that no conflicts of interest had arisen during finan- cial year 2025. A skills matrix for the members of the Supervisory Board has been published in the “Declaration of Conformity”. The skills profile of the Committee is regularly reviewed and adjusted if necessary. In 2017, the Supervisory Board decided that the Chairman of the Supervisory Board may conduct talks with investors on topics of relevance to the Supervisory Board in accor- dance with the recommendations of the German Corporate Governance Code and the “Principles for Dialogue between Investor and Supervisory Board”. No such talks were con- ducted in financial year 2025. In financial year 2025, three members of the Supervisory Board were independent. Financial Statements of Deutsche Euroshop AG and the Group for the period ending 31 December 2025 At the Audit Committee meeting on 13 March 2026 and at the ordinary Supervisory Board meeting on 30 March 2026, the Audit Committee and the Supervisory Board examined in detail the annual financial statements in accordance with German commercial law and the consolidated finan- cial statements of Deutsche EuroShop AG in accordance with IFRS Accounting Standards (IFRS) as adopted by the EU, each as at 31 December 2025, as well as the combined management report and Group management report for financial year 2025. Furthermore, the Executive Board’s report on relations with affiliated companies (dependency report) for 2025 and the compensation report for 2025 were submitted to the Supervisory Board for review. The auditor explained all matters which it regarded as being of particular significance for its audit of the annual and consolidated financial statements, the dependency report and the compensation report, doing so in a manner that was easy to follow. The Supervisory Board shares the audi- tor’s assessment of the importance of these matters for the annual and consolidated financial statements, the dependency report and the compensation report. The financial statements, the auditor’s reports and the Executive Board’s proposal for the utilisation of the unappropriated surplus were presented to the Supervisory Board in good time. The auditor appointed by the Annual General Meeting on 27 June 2025 – RSM Ebner Stolz GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft Steuer- beratungsgesellschaft, Hamburg – had already audited the financial statements and issued an unqualified audit opinion in each case. The auditor also confirmed that the accounting policies, measurement methods and methods of consolidation in the consolidated financial statements complied with the applicable accounting provisions. In addition, the auditor determined in the course of its assess- ment of the risk management system that the Executive Board had undertaken all required measures pursuant to Section 91 (2) AktG to promptly identify risks that could jeopardise the continued existence of the Company. The auditor’s representatives took part in the discussion of the annual financial statements and the consolidated financial statements on the occasions of the Audit Com- mittee meeting on 13 March 2026 and the ordinary Super- visory Board meeting on 30 March 2026 and explained the main findings. The Supervisory Board has come to the conclusion that there are no objections to be raised against the annual financial statements, the dependency report and compen- sation report or the audit conducted by the auditor. The combined management report meets statutory require- ments in the opinion of the Supervisory Board. The Super- visory Board agrees with the statements in the manage- ment report on the further growth of the Company. The Supervisory Board has issued its agreement with the result of the audit of the annual financial statements, adopted the annual financial statements and approved the consolidated financial statements. In addition, the Supervisory Board endorsed the Executive Board’s proposal for the approp- riation of net income, according to which a partial amount of €75,743,854.00 of the unappropriated surplus of €204,909,602.71 for financial year 2025 is to be used to pay a dividend of €1.00 per no-par-value share carrying dividend rights, and the remaining partial amount of €129,165,748.71 is to be carried forward to new account.
Deutsche EuroShop . Financial Report 2025 13 Based on the current market environment, Deutsche EuroShop looks to the future with optimism. Key economic factors such as interest rates and inflation have largely stabilized at levels that are favourable for the Company’s business model. Meanwhile, ongoing geopolitical crises, political uncertainties and recession fears are dampening consumer behaviour and posing challenges for the retail sector. Footfall was slightly lower, while retail sales in the Company’s shopping center portfolio showed a positive trend. By selectively developing the real estate portfolio and implementing a financing strategy that is focused on stability and long-term sustainability, the Company’s resilience is being strengthened and the foundation for sustainable value growth is being laid. The Company completed a number of key investment projects and attrac- ted numerous new tenants to its shopping centers in the 2025 financial year. Achieving an investment grade credit rating and issuing its first green bond has given Deutsche EuroShop access to new sources of financing and allowed the Company to further diversify and optimise our capital its financing structure. The Company has no refinancing requirements until mid-2027. It also has significant liqui- dity reserves, providing it with the financial flexibility it needs for additional investments. The Supervisory Board would like to thank the Executive Board and all employees of Deutsche EuroShop for their dedication and the success achieved in the 2025 financial year. Hamburg, 30 March 2026 Peter Ballon, Chairman
14 Companies . Declaration on Corporate Governance 2025 Declaration on Corporate Governance 2025 Deutsche EuroShop is a transparent company that opera- tes in accordance with a strategy geared towards long- term success. This focus on constancy is a key aspect of our corporate culture. Based on the legal and company- specific conditions governing management of a listed com- pany, we strive to promote the trust of investors, creditors, employees, business partners and the public in the management and supervision of our Company. This goal is consistent with the requirements of a demanding cor- porate governance system. In conformity with principle 22 of the German Corporate Governance Code as well as Sec- tion 289f (1) of the German Commercial Code (HGB), this declaration contains a report by the Executive Board on corporate governance, also on behalf of the Supervisory Board. Objectives and strategy The management focuses on investments in high-quality shopping centers in urban centres and established loca- tions offering the potential for stable, long-term value growth. A key investment target is the generation of high surplus liquidity from leases in shopping centers, which is paid out to shareholders in the form of an annual dividend. To this end, the Company invests its capital in shopping centers in different European regions in accordance with the principle of risk diversification. Germany is the main focus of investment. Indexed and revenue-linked commer- cial rents form the basis to achieve the high visibility and earnings targets. New and current investments must be financed from a balanced mix of sources, and borrowing must not account for more than 50 % of financing across the Group over the long term. The financing strategy of Deutsche EuroShop is based on both secured loan financing and unsecured finan- cing based on an investment-grade rating. In the interest of risk diversification, we plan to further diversify our finan- cing structure in the future, both in terms of our financing partners and the financing instruments we use. Interest rates are generally secured on a long-term basis when financing arrangements are put in place or extended. The aim is to keep the term (average fixed interest period) at over five years while minimising financing costs. Diversified shopping center portfolio Deutsche EuroShop AG holds a diversified portfolio of shopping centers from Germany and other parts of Europe. We focus our investment activities on prime (1a) locations in cities with a catchment area of at least 300,000 residents in order to guarantee a high level of investment security. Seizing opportunities and maximising value In line with our fundamental buy and hold strategy, we consistently attach higher importance to the quality and yield of our shopping centers than to our portfolio’s rate of growth. We continuously monitor the market and make portfolio adjustments through acquisitions and sales when economically attractive opportunities arise. Rapid decision- making chains as well as considerable flexibility regarding potential investments and financing structures allow Deut- sche EuroShop to react to a wide range of competitive situations. At the same time, the Group’s management focuses on optimising the value of the existing portfolio of properties, for example through regular investments. Tailored rent structure A key component of the rental model is a tailored rent structure. While individual owners in urban centres are often preoccupied with achieving the highest possible ren- tal income from their property (which results in a monos- tructured retail offering), we ensure an attractive sector mix and long-term optimisation of our rental income through combined costing. Rental partners pay sector-spe- cific and revenue-linked rent that is normally hedged through indexed minimum rents during the rental period.
Deutsche EuroShop . Financial Report 2025 15 New investment opportunities are examined by the Execu- tive Board and, if necessary, presented to the Supervisory Board at regular Supervisory Board meetings. Investment decisions are made by the Executive Board and then sub- mitted to the Supervisory Board for approval within the framework of decision papers. Moreover, the Executive Board and Supervisory Board discuss developments on the capital and credit markets as well as the effects of these not only on the Company’s strategy, but also in terms of raising equity and obtaining borrowed capital. The Supervisory Board and its committees additionally discuss other topical issues with the Executive Board as required. Transactions requiring the approval of the Super- visory Board are discussed and resolved upon at the sche- duled meetings. Online retailing, its impact on footfall and retail sales in centers and the countermeasures taken to effectively combine the strategic advantages of our shop- ping centers with the opportunities afforded by e-com- merce are extremely important in Executive Board repor- ting. In financial year 2025, the inflation and interest rate environment, consumer behaviour trends, and the further development of our shopping centers – due in part to the investment projects undertaken – were at the forefront of discussions and decisions for the operating business. The Executive Board and Supervisory Board also dealt at length with the optimisation of the Company’s capital and finan- cing structure as well as with the future strategy with regard to the real estate portfolio, ESG (environmental, social and governance) and financing. In the case of transactions by the Executive Board requiring approval, telephone or video conferences are also conduc- ted with the Supervisory Board or its committees and circular resolutions are passed in writing. The shopping experience concept We have outsourced center management to an experienced external partner: ECE Marketplaces GmbH & Co. KG (ECE), based in Hamburg. ECE has been designing, planning, buil- ding, letting and managing shopping centers since 1965. The company is currently the European market leader, with around 200 shopping centers under management. We con- sider professional center management to be the key to success for a shopping center. In addition to guaranteeing standard opening hours and a consistently friendly, bright, safe and clean shopping environment, the center manage- ment can make use of unusual displays, promotions and exhibitions to turn shopping into an experience. A balanced mix of international, national and regional store concepts helps to create a varied shopping experience. As a long- term average, between 400,000 and 500,000 people visit our 21 centers every day and are captivated by not only the variety of sectors represented, but also by the wide range of themed exhibitions, casting events, fashion shows and attractions for children. As a result, the shopping cen- ters become lively marketplaces where there is always something new and interesting on offer. In addition, new offers and services are continually being created as part of the ongoing integration of bricks-and-mortar shopping and online retailing. Working methods of the Executive Board and Supervisory Board The strategic alignment of the Company is coordinated bet- ween the Executive Board and Supervisory Board, and the progress of strategy implementation is discussed at regu- lar intervals. The Executive Board is required to inform the Supervisory Board regularly, promptly and in detail of rele- vant business developments. The Executive Board and Supervisory Board conduct regular and detailed analyses of the Company’s net assets, financial position and results of operations, as well as its risk and opportunities manage- ment. In this context, a check is performed to verify the formal conditions for implementing an efficient system of managing and monitoring the Company, and to determine whether the means of supervision are effective. The signi- ficant factors affecting the business are determined by the Executive Board, which notifies the Supervisory Board. The committees advise on the development of the portfolio pro- perties, their retail sales trends, accounts receivable, occu- pancy rates, construction measures and liquidity, as well as investment cost trends for new development projects. The retail sales trends and payment patterns of tenants are monitored in detail so that potential impacts can be derived from these at an early stage if required.
16 Companies . Declaration on Corporate Governance 2025 company with a small staff base which makes long-term investments with high capital requirements. In view of this, the intention is for the Supervisory Board to be primarily composed of a majority of members who are independent of the Company and the Executive Board of both genders, who have special knowledge and experience of the retail trade, the letting of retail space, the management of shop- ping centers, the equity and debt financing of listed real estate companies, accounting principles and internal control processes in accordance with German and/or inter- national regulations and the fields of law, ESG and business management. It is intended that the proportion of women on the Supervisory Board is at least 30%. The upper age limit for members of the Supervisory Board is 70. The Supervisory Board also takes the view that professional qualifications and skills should be the key criteria for its members. For that reason, no rule has been adopted as to the length of time for which members may serve on the board. Since 2015, the Company has disclosed which skills are provided by the individual members of the Supervisory Board. Corporate governance 2025 Deutsche EuroShop AG complies with all of the recommen- dations of the German Corporate Governance Code in the version dated 28 April 2022 (Code 2022) applicable at the time of issuing the current declaration of conformity on 11 February 2026. Executive Board and Supervisory Board The Executive Board and Supervisory Board performed their statutory duties in financial year 2025 in accordance with the applicable laws and the Articles of Association. The strategic alignment of the Company was coordinated between the Executive Board and Supervisory Board, and the progress of strategy implementation was discussed at regular intervals. The Supervisory Board was informed regularly, promptly and in detail by the Executive Board of business developments and the risk situation. Detailed information on the main areas of focus of the Supervisory Board’s activities in financial year 2025 can be found in the Annual Report 2025 of Deutsche EuroShop AG. In financial year 2025, there were no advisory or other contracts for work or services in existence between mem- bers of the Supervisory Board and the Company. Remuneration system and compensation report The applicable remuneration system for the members of the Executive Board in accordance with Section 87a (1) and (2) sentence 1 of the German Stock Corporation Act (AktG), which was approved by the Annual General Meeting on 27 June 2025, as well as the compensation report for finan- cial year 2024 approved by the Annual General Meeting on 27 June 2025 and the auditor’s report on its audit are avai- lable to the public on the Deutsche EuroShop AG website at www.deutsche-euroshop.de. The compensation report for financial year 2025 and the auditor’s report pursuant to Section 162 AktG will be made available to the public on the same website. Composition and diversity Supervisory Board In 2015, the Supervisory Board added a diversity concept to the goals specified in 2012 for its composition, both of which were confirmed in 2017 and last updated in 2019. The Supervisory Board gears itself to the needs of a listed
Deutsche EuroShop . Financial Report 2025 17 The skills matrix as of the reporting date of 31 December 2025 is as follows: Skills matrix Peter Ballon (Chair- man) Chantal Schumacher (Deputy Chairwoman) Benjamin Bianchi (until 21 January 2026) Henning Eggers Stuart Keith Dr Volker Kraft Dr Henning Kreke Todd Liker Claudia Plath X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X Name Skills profile Retail Real estate Business management Accounting/auditing Financing Capital market Law ESG The German Corporate Governance Code states that a member of the Supervisory Board “is not deemed independent if they have a personal or business relation- ship with the Company, its governing bodies, a controlling shareholder or an associate thereof that could give rise to a material conflict of interest which is more than tempo- rary”. Three of the total of nine members of the Supervisory Board are independent of the Company, the Executive Board and the controlling shareholder within the meaning of the Corporate Governance Code. These are Peter Ballon (since 27 June 2025), Reiner Strecker (until 27 June 2025), Chantal Schumacher and Dr. Henning Kreke. When assessing Mr Strecker’s and Dr Kreke’s indepen- dence, the Supervisory Board took into account the fact that they have been part of the Supervisory Board for more than twelve years. The aforementioned period recommen- ded by the Corporate Governance Code is one of several indicators which, taken individually, does not restrict Mr Strecker’s or Dr. Kreke’s otherwise existing independence, as they have/had no personal or business relationship with the Company or its Executive Board that could give rise to a material and not merely temporary conflict of interest. The conduct of Mr Strecker and Dr Kreke in office show that they continue to have the necessary critical distance to the Company and its Executive Board. The length of service on the Supervisory Board ranges from 0.5 to 12.5 years, the average being around 4.5 years (as at 31 December 2025).
18 Companies . Declaration on Corporate Governance 2025 Name Function Starting from Chantal Schumacher Benjamin Bianchi ( until 21 January 2026) Stuart Keith Dr Volker Kraft Dr Henning Kreke Henning Eggers Claudia Plath Peter Ballon Todd Liker Average: Deputy Chairwoman Chairman 30.08.2022 30.08.2022 30.08.2022 30.08.2022 20.06.2013 12.06.2019 12.06.2019 27.06.2025 27.06.2025 Until the AGM, which will decide on... Membership of the Supervisory Board as at Dec. 2025 in years AGM in 2026 2026 2026 2026 2027 2028 2028 2029 2029 2027 2027 2027 2027 2028 2029 2029 2030 2030 3.5 3.5 3.5 3.5 12.5 6.5 6.5 0.5 0.5 4.5 The Supervisory Board regularly assesses its effectiveness and that of its committees (self-assessment) on the basis of a questionnaire. The members of the Supervisory Board have the opportunity to express criticism, make sugge- stions and propose improvements. This efficiency review has potential implications, which are discussed on the Supervisory Board and, where necessary, implemented in the Supervisory Board’s work. The last self-assessment took place from February to March 2024. No deductible is provided for the D&O insurance policy of the Supervisory Board. In the Executive Board and Super- visory Board’s view, a deductible has no effect on the sense of responsibility and loyalty with which the members of these bodies perform the duties and functions assigned to them. The Supervisory Board supervises and advises the Execu- tive Board in its management activities in accordance with the provisions of German company law and its rules of procedure. It appoints the members of the Executive Board, and significant transactions by the Executive Board are subject to its approval. The Supervisory Board is composed of nine members, who are elected by the Annual General Meeting. The Supervisory Board has established the notification and reporting duties to be met by the Executive Board. In addition to a three-member Supervisory Board Executive Committee (also serving as the Nomination Committee), the Company has a three-member Audit Committee and a Capital Markets Committee, which had four members until 30 June 2025 and three members thereafter. The members of the Supervisory Board are/were: Peter Ballon, Chairman (since 27 June 2025) Reiner Strecker, Chairman (until 27 June 2025) Chantal Schumacher, Deputy Chairwoman Benjamin Bianchi (until 21 January 2026) Henning Eggers Lemara Grant (until 27 June 2025) Stuart Keith Dr Volker Kraft Dr Henning Kreke Todd Liker (since 27 June 2025) Claudia Plath
Deutsche EuroShop . Financial Report 2025 19 The Supervisory Board Executive Committee consists of Mr Ballon (since 30 June 2025), Dr Kraft and Mr Liker (both since 25 November 2025). Previously, the Executive Com- mittee consisted of Mr Strecker (until 27 June 2025), Mr Bianchi and Mr Eggers (both until 25 November 2025). The Executive Committee is chaired by the Chairman of the Supervisory Board. The Committee discusses urgent busi- ness matters and passes relevant resolutions. Moreover, it is responsible for preparing human resources issues concerning the Executive Board. The Executive Committee of the Supervisory Board also fulfils the role of a Nomina- tion Committee. The Audit Committee consists of Ms Schumacher as a financial expert and Chairwoman, and Mr Eggers and Ms Plath (since 30 June 2025) as additional financial experts. Mr Strecker was a member of the Audit Committee until 27 June 2025. It is responsible for issues relating to finan- cial reporting, auditing and the preparation of the annual and consolidated financial statements. It monitors the audit and assesses the quality of the auditor’s work. It also reviews the effectiveness of the internal control and risk management systems and the Company’s corporate gover- nance principles. Former members of the Company’s Executive Board and the Chairman of the Supervisory Board generally do not chair the Audit Committee, to avoid conflicts of interest. Ms Schumacher qualifies as a financial expert in both accounting and auditing through her education (MBA with specialisation in finance in 1999) and her professional acti- vities at the Allianz Group (1999–2022), including Head of Controlling as well as Chief Financial Officer in various subsidiaries of the Group. Ms Schumacher was a member of the Supervisory Board and Chairwoman of the Audit Committee at the rating agency Scope SE & Co. KGaA, Ber- lin, from 2021 to 2024. Since 2025, she has been a member of the Executive Committee and Chairwoman of the Audit Committee of Sompo International Insurance (Europe) SA, Luxembourg (Luxembourg), and a member of the Executive Committee of Banque et Caisse d’Epargne de l’Etat ( Spuerkeess), Luxembourg (Luxembourg). Ms Plath is considered a financial expert in both accounting and audit matters due to her education (Diplom-Kauffrau in 1996), her professional experience in the fields of controlling and asset management (1996–2012), and her previous role as Managing Director Finance and CFO (2013–2020) of ECE Projektmanagement G.m.b.H. & Co.KG. Ms Plath has been the CFO of ECE Group Verwaltung G.m.b.H. since 2021. This fulfils the requirement of the Finanzmarktintegritäts- stärkungsgesetz (FISG – Financial Market Integrity Streng- thening Act), which stipulates that one committee member must have experience in accounting and another member must have experience in auditing financial statements. The Capital Market Committee comprises Mr Keith, Dr Kreke and Dr Kraft. Ms Plath was a member of the Capi- tal Market Committee until 30 June 2025. The Capital Mar- ket Committee is chaired by Dr Kreke. The Supervisory Board’s powers relating to the utilisation of approved capi- tal and conditional capital are transferred to the committee for decision-making and execution. In addition, decisions on the approval of the Supervisory Board for financing agreements are also delegated to this committee in indi- vidual cases if these meet the criteria of a transaction requiring approval. Executive Board The Executive Board of Deutsche EuroShop AG manages the Company in accordance with the provisions of German company law and its rules of procedure. The Executive Board’s duties, responsibilities and business procedures are laid down in its rules of procedure and – if there are multiple members on the Executive Board – in a schedule of responsibilities. The chief management duties of the Executive Board are the management of the Group and the determination of its strategic orientation and planning, and the establishment, implementation and monitoring of risk management. Members of the Executive Board are appo- inted and dismissed on the basis of Sections 84 and 85 of the German Stock Corporation Act (AktG). Mr Eggers qualifies as a financial expert in both accounting and auditing through his education (tax consultant since 1999) and his professional activities as an employee and tax consultant at PKF Fasselt Schlage Wirtschaftsprüfungs- gesellschaft (1995–2000). Since 2013, Mr Eggers has been a member of the management board of KG CURA Vermögensverwaltung G.m.b.H & Co., where he is respon- sible for accounting and finance. The diversity concept of the Supervisory Board for the Exe- cutive Board which was drawn up in 2015 was given con- crete shape and expanded in April 2017. It proposes that the Executive Board should consist of members of both genders with a proportion of women of at least 30%. The composition of the Executive Board should be geared towards the needs of a listed company with a small staff base. This should take into account the requirements of
20 Companies . Declaration on Corporate Governance 2025 accounting with high capital investment as well as the pre- dominantly national activities in long-term investment in retail properties. The members of the Executive Board are expected to have knowledge and experience in the appli- cation of accounting principles and internal control proce- dures according to German and/or international accoun- ting standards, the retail trade and the management of shopping centers, equity and debt financing, the capital market, ESG, corporate and personnel management, cor- porate acquisitions and mergers, and the purchase and sale of real estate. The areas of expertise and experience in the case of multiple Executive Board members should complement each other. The upper age limit for members of the Executive Board is 60. As at 31 December 2025, the Executive Board of Deutsche EuroShop AG comprised one member. Hans-Peter Kneip Born: 11 July 1979 First appointment: 1 October 2022 Until: 30 September 2028 Hans-Peter Kneip joined Deutsche EuroShop AG in 2022 as a member of the Executive Board. He is a managing director and director at various companies in the Deutsche EuroShop Group, and is additionally responsible for ESG issues on the Executive Board. Together with the Executive Board, the Supervisory Board ensures long-term succession planning. The Supervisory Board devotes particular attention to the deferred end of the terms of office of members in combination with their respective experience and areas of expertise. Discussions and negotiations on potentially extending terms of office usually begin at least one year before the end of the current term of office so that internal and external successors can be appointed. In financial year 2025, the company was hea- ded by Hans-Peter Kneip as sole member of the Executive Board. Gender quota The Supervisory Board and the Executive Board took into consideration the German Act on Equal Participation of Men and Women in Executive Positions in the Public and Private Sectors that entered into force in 2015, and defined corresponding quotas. A quota of women of at least 30% was set for the Supervisory Board and Executive Board. The Executive Board also set the same target for the management levels below the Executive Board. Due to the number of employees (seven), there is only one management level below the Executive Board. With three female members, the nine-member Supervisory Board met the gender quota requirement set in 2015 until Lemara Grant left the Supervisory Board at the close of the Annual Shareholders’ Meeting on 27 June 2025. In con- nection with the public takeover bid for the shares in the Company in 2022, Oaktree Capital Group Holdings GP, LLC and Kommanditgesellschaft CURA Vermögensver- waltung G.m.b.H. & Co., which jointly control Hercules BidCo,
Deutsche EuroShop . Financial Report 2025 21 reached a bilateral agreement that each party is entitled to propose three members for election by the Annual Shareholders’ Meeting. Because Lemara Grant was a shareholder representative of Oaktree Capital Manage- ment, Oaktree Capital Management proposed Todd Liker as her successor. He was duly elected by the Annual Shareholder’s Meeting. The quota of women on the Executive Board as at 31 December 2025 was 0%. The Executive Board currently only has one member. In our view, the gender quota would only be a meaningful metric for the Executive Board if it was expanded to two or three members. The quota of women in the first management level below the Executive Board, which consists of four people, also stood at 25% on 31 December 2025. Because the Company only has a small number of employees at the management level beneath the Executive Board and across the organi- sation, some of whom have been with the Company for many years, it cannot always achieve or maintain the requi- red target. The downturn in the 2024 financial year from 33 % to 25 % pushed us below our target and was driven by the Company hiring a male candidate when it expanded the management level from three to four. This candidate emerged as the strongest choice thanks to his training and professional experience. Shareholdings Executive Board As at 31 December 2025, the Executive Board held a total of 15,144 shares, amounting to less than 1% of Deutsche EuroShop AG’s share capital. Supervisory Board As at 31 December 2025, the members of the Supervisory Board held 260 shares and indirect shareholdings totalling 0.24% of Deutsche EuroShop AG’s share capital, therefore below 1%. In addition to the general statutory provisions requiring public disclosure, the rules of procedure of the Executive Board and of the Supervisory Board govern the reporting duties of Executive Board and Supervisory Board members in the event of dealings involving shares in the Company or related rights of purchase or sale, as well as rights directly dependent on the Company’s share price. Directors’ dealings No securities transactions by members of the Executive Board or Supervisory Board or by certain persons related to members of the executive bodies were notified to Deutsche EuroShop AG during financial year 2025 in accor- dance with Section 19 of the Market Abuse Regulation (MAR). Relationships with shareholders Shareholders exercise their rights in matters concerning the Company at the Annual General Meeting. The Annual General Meeting elects the members of the Supervisory Board and passes resolutions approving the actions of the Executive Board and Supervisory Board. It decides on the utilisation of the unappropriated surplus and amendments to the Company’s Articles of Association. Changes to the Articles of Association are made in accordance with Sections 179 and 133 AktG, and the Supervisory Board is also authorised, without a resolution of the Annual General Meeting, to adapt the Articles of Association to new legal provisions that become binding on the Company, as well as to resolve changes to the Articles of Association that only relate to the wording. The Annual General Meeting, at which the Executive Board and Supervisory Board give an account of the past financial year, takes place once a year. When resolutions are adopted at the Annual General
22 Companies . Declaration on Corporate Governance 2025 mous internal and external information in the first quarter of 2018. The system is continuously adapted to the latest requirements. Accounting and audits The Deutsche EuroShop Group prepares its financial state- ments according to International Financial Reporting Stan- dards (IFRS) on the basis of Section 315a of the German Commercial Code (HGB). The annual financial statements of Deutsche EuroShop AG will continue to be prepared in line with the accounting provisions of the HGB. The Execu- tive Board is responsible for preparation of the financial statements. The Chairwoman of the Audit Committee com- missions the auditor of the annual financial statements, as elected by the Annual General Meeting. The stricter requi- rements for auditor independence are met in this process. At the Annual General Meeting on 27 June 2025, RSM Ebner Stolz GmbH & Co. KG, Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Hamburg, was re-appointed as the statutory auditor and Group auditor for financial year 2025. Auditor Till Kohlschmitt is responsible for audi- ting the annual financial statements. RSM Ebner Stolz pro- vided other assurance services during the 2025 financial year in connection with issuing a comfort letter and related assurances, certificates linked to interest caps and audit services for the auditor of the consolidated financial state- ments of Hercules Holding S.à r.l., Luxembourg (city). RSM Ebner Stolz did not provide any other services for the Company in the 2025 financial year. Meeting, each share confers entitlement to one vote in line with the principle of “one share, one vote”. All shareholders are entitled to attend the Annual General Meeting and to speak and submit questions about items on the agenda. The pandemic having subsided, in financial year 2023 the Company returned to an in-person Annual General Meeting. The term of office for two Supervisory Board members came to an end at the close of the Annual Shareholders’ Meeting on 27 June 2025: Reiner Strecker’s term expired as scheduled, while Lemara Grant stepped down from the Board. The shareholders elected Todd Liker and Peter Ballon to the Supervisory Board to replace them at the Annual Shareholders’ Meeting on 27 June 2025. Benjamin Bianchi resigned his seat on the Supervisory Board with effect from 21 January 2026. Deutsche EuroShop reports to its shareholders and to the public on the Company’s business performance, financial position and results of operations four times a year in line with a financial calendar. Press releases also directly inform the public and the media of Company’s activities. Information that may materially influence the Company’s share price is published in the form of ad hoc disclosures in accordance with statutory requirements. The Executive Board gives regular presentations to ana- lysts at physical and virtual conferences and at investor events as part of the Company’s investor relations activi- ties. Analyst conferences, for example to accompany ear- nings announcements, are streamed online, where they are available to anyone interested in the Company. In addition, Deutsche EuroShop provides financial information and other information about the Deutsche EuroShop Group on its website. Compliance management The Executive Board has set up a compliance management system suitable for a holding company and gives appro- priate consideration to legal and corporate governance requirements at a key affiliated service provider. In finan- cial year 2019, the compliance management system and the internal control system (ICS) were adapted in particu- lar to the requirements of Gesetz zur Umsetzung der zweiten Aktionärsrechterichtlinie (ARUG II – German Act Implementing the Second Shareholder Rights Directive), which came into force on 1 January 2020. The Company set up a whistleblower system for the collection of anony-
Deutsche EuroShop . Financial Report 2025 23 Declaration of conformity In February 2026, the Executive Board and Supervisory Board of the Company jointly submitted their declaration of conformity with the recommendations of the Govern- ment Commission on the German Corporate Governance Code in accordance with Section 161 AktG. The declaration was made permanently available to the public on the Company’s website at www.deutsche-euroshop.de. Joint declaration by the Executive Board and Supervisory Board of Deutsche EuroShop AG relating to the recom- mendations of the Government Commission on the German Corporate Governance Code in accordance with Section 161 AktG The Executive Board and the Supervisory Board of Deutsche EuroShop AG declare that the Company has complied with, and will continue to comply with, the recommendations of the Government Commission on the German Corporate Governance Code as published on 28 April 2022 without exception. Hamburg, 11 February 2026 Executive Board and Supervisory Board Deutsche EuroShop AG
25 27 Basic information about the Group 27 Group business model, targets and strategy 28 Management system 29 Economic review 29 Macroeconomic and sector- specific conditions 32 Business development and overall comment on the Group’s financial situation 33 Results of operations of the Group 39 Financial position of the Group 44 Net assets of the Group 47 Report on events after the reporting date 47 Outlook 50 Risk report 50 Principles governing the risk management system and internal control system 51 Accounting-related internal control system 51 Evaluation of the overall risk position 52 Presentation of material individual risks 60 Opportunity report 61 Report of the Executive Board on relations with affiliated companies 61 Acquisition reporting 63 Declaration of Conformity 63 Reporting on the annual financial statements of Deutsche EuroShop AG
Deutsche EuroShop . Financial Report 2025 27 Basic information about the Group Group business model, targets and strategy Deutsche EuroShop AG is an Aktiengesellschaft (public com- pany) under German law. The Company’s registered office is in Hamburg. Deutsche EuroShop AG is the only public company in Germany to invest solely in shopping centers in prime locations. A total of 21 shopping centers in Germany, Austria, Poland, Hungary and the Czech Republic are held in the real estate portfolio. The Group generates its reported revenue from rental income on the spaces it lets in the shop- ping centers. These are held by independent companies, with Deutsche EuroShop AG holding stakes of 100 % in 16 shopping centers and between 50 % and 95 % in the other five. Further infor- mation on the incorporation of these companies into the consolidated annual results is provided in the notes to the consolidated financial statements. The Group managing company is Deutsche EuroShop AG. It is responsible for corporate strategy, portfolio and risk man- agement, financing and communication. The Deutsche EuroShop Group has a central structure and lean personnel organisation. Objectives and strategy The management focuses on investments in high-quality shopping centers in urban centres and established locations offering the potential for stable, long-term value growth. A key investment target is the generation of high surplus liquidity from leases in shopping centers, of which a signif- icant portion can be paid out to shareholders in the form of an annual dividend. To this end, the Company invests its capital in shopping centers in different European regions in accordance with the principle of risk diversification. Ger- many is the main focus of investment. Indexed and reve- nue-linked commercial rents contribute to profitability. The Deutsche EuroShop Group aims to take advantage of favourable financing conditions while expanding and diver- sifying its pool of funding sources to mitigate risks. Accord- ingly, the capital and financing structure is continuously and purposefully refined. The Deutsche EuroShop Group funds its investment activity through secured loans from a range of lenders as well as unsecured capital market instruments. Deutsche EuroShop AG holds an investment-grade rating, which enables it to issue bonds and comparable alternative instruments. Deutsche EuroShop AG takes steps to maintain and further improve this rating in order to remain flexible in an environment of fluctuating interest rates and generally tighter lending requirements. As a result, and depending on market conditions, we expect the Deutsche EuroShop Group’s loan-to-value (LTV) ratio to fluctuate between 40 % and 50 %. Diversified shopping center portfolio The Deutsche EuroShop Group has a balanced and diversi- fied portfolio of German and European shopping centers. The management focuses on investments in prime (1-a) locations in cities with a catchment area of at least 300,000 residents that bring a high level of investment secu- rity. Seizing opportunities and maximising value In line with the buy & hold strategy, the management is increasingly concentrating on shopping center quality and returns rather than rapid portfolio growth. We continuously monitor the market and make portfolio adjustments through acquisitions and sales when economically attractive oppor- tunities arise. Rapid decision-making chains as well as considerable flex- ibility regarding potential investments and financing struc- tures allow Deutsche EuroShop AG to react to a wide range of competitive situations. At the same time, the Group’s management focuses on optimising the value of the existing portfolio of properties.
28 Combined management report . Basic informationabout the Group Management system The Executive Board of Deutsche EuroShop AG manages the Group in accordance with the provisions of German company law and with its rules of procedure. The Executive Board’s duties, responsibilities and business procedures are laid down in its rules of procedure and in its schedule of respon- sibilities. The Group targets shopping centers with sustainable and stable value growth and a high liquidity surplus generated from long-term leases. These parameters are then used to derive relevant management indicators (performance indi- cators). For the Group, these are: revenue, EBIT (earnings before interest and taxes); EBT (earnings before taxes) excluding measurement gains/losses; and FFO (funds from operations) per share. Under commercial law, the perfor- mance indicators for the annual financial statements of Deutsche EuroShop AG are income from investments and earnings before taxes. Based on five-year medium-term planning for each shop- ping center, aggregated Group planning is drawn up once a year and the management indicator targets are established. Throughout the year, current performance is compared peri- odically (quarterly) against these targets and current pro- jections. In addition, the value drivers behind the manage- ment indicators – such as retail sales, footfall and the occupancy rate – are monitored in monthly controlling reports. This should make it possible to take the necessary urgent measures in the Group in good time. The Supervisory Board supervises and advises the Executive Board in its management activities in accordance with the provisions of German company law and its rules of proce- dure. It appoints the members of the Executive Board, and significant transactions by the Executive Board are subject to its approval. The Supervisory Board comprises nine mem- bers, all of whom are elected by the Annual General Meeting. More information about the Executive Board and the Super- visory Board can be found in the Declaration of Conformity. Tailored rent structure One key component of the rental model is a tailored rent structure. While city centre property owners often focus on obtaining the highest possible rents for their properties – creating a monolithic retail offering – the Deutsche EuroShop Group’s management uses a calculation combining a range of factors to create an attractive sector mix and optimise long-term rental income. Rental partners pay rents that are customary in this sector and regularly consist mainly of a minimum rent linked to the consumer price index and a revenue-linked rent. The shopping experience concept Deutsche EuroShop AG has outsourced center management to an experienced external partner: Hamburger ECE Marketplaces GmbH & Co. KG, Hamburg (“ECE Market- places“), based in Hamburg. The ECE Group has been design- ing, planning, building, letting and managing shopping centers since 1965. The Company is the current European market leader, with some 200 shopping centers under man- agement. Deutsche EuroShop AG views professional center management as the key to successful shopping centers. In addition to guaranteeing standard opening hours and a con- sistently friendly, bright, safe and clean shopping environ- ment, the center management can make use of unusual displays, promotions and exhibitions to turn shopping into an experience. Each day, 400,000 to 500,000 shoppers visit the 21 Deutsche EuroShop centers, where they are impressed by the range of sectors represented, the diverse food options, the different leisure facilities, the rotating pro- motional activities including fashion shows, learning fairs and interactive exhibitions as well as a wide variety of attrac- tions for children. As a result, the shopping centers become marketplaces where there is always something new and spectacular on offer. Omni-channel approach Deutsche EuroShop AG is seeing an ever closer connection between bricks-and-mortar stores and online retail. As a company that rents out a wide range of spaces in prime locations, it has been promoting an omni-channel approach for years – for its center locations as well as for its tenants. The centers in the portfolio form the heart of the guests’ shopping experience. They also function as an extensive warehouse. Viewing the centers as micro-hubs not only facilitates higher sales for retailers and faster delivery times for customers, but also contributes to reducing CO₂ by short- ening transport routes.
Deutsche EuroShop . Financial Report 2025 29 Economic review Real wages continued their positive trend in the past year and were 2.7 % higher in the third quarter of 2025 than in the previous year. Private consumer spending saw another modest increase (+1.4 %) on a price-adjusted basis according to the German Federal Statistical Office. Consumer spending on health ser- vices rose (3.8 %) while mobility expenditures increased (2.7 %), the latter driven primarily by an increase in vehicle purchases. Consumers continued to spend less on eating out and accommodation (-0.6 %). Government consumption rose by 1.5 %, slightly outpacing private consumption. Social and care-related expenditures increased, along with state-paid employee wages. Germany’s economic slowdown is clearly reflected in the labour market. The number of unemployed people in Germany increased by 161,000 year-on-year to 2,948,000 on average in 2025. This pushed the unemployment rate up 0.3 percentage points compared to 2024 to an average of 6.3 %. In the Czech Republic, the rate of inflation stood at 2.5 % in 2025, compared to 2.4 % in the previous year. Prices for goods rose by 1.1 % overall in 2025, while the cost of ser- vices went up by 4.7 %. Poland’s consumer prices jumped 2.4 % in December 2025 compared with the same month a year earlier, driven by a 5.2 % rise in service costs and a 1.3 % increase for goods. Polish consumer prices went up by 3.6 % year-on-year over- all in 2025. Macroeconomic and sector- specific conditions The German economy concluded the 2025 financial year in positive territory. This slight recovery followed two years of recession. According to calculations by the German Federal Statistical Office, real GDP was up by 0.2 % in 2025 after price adjustments (2024: -0.2 %). This modest uptick was primarily attributable to increased consumption expenditure by private households and the public sector. Exports declined once again. In the reporting year, the export sector faced formidable headwinds caused by elevated US tariffs, a stronger euro and intensified competition from China. Cap- ital expenditure remained subdued. Both equipment pur- chases and construction investments were down in 2025 compared to the previous year. The manufacturing sector’s gross value added contracted for the third consecutive year in 2025 (-1.3 %), albeit at a less severe pace than in the two previous years. Major sub- sectors such as mechanical engineering and automotive production continued to register losses due to stiffer com- petition in sales markets. 2025 was another challenging year for the construction sector. Gross value added fell again (-3.6 %), while insolvency filings rose further. The industry’s performance was dampened by persistently high construc- tion costs, particularly within the high-rise segment. The picture was mixed in the services sector. Corporate ser- vice providers (-0.8 %) and other service providers, encom- passing sports, entertainmen and leisure (-0.3 %), saw a decline in price-adjusted gross value added, while the trade, transport and hospitality sectors recorded an improvement (+1.2 %). Retail made a notable contribution to this growth. The hospitality sector, however, generated less value than in the previous year. Public service providers, education and the health sector saw another uptick in value added (+1.4 %). As in the previous year, consumer prices rose by 2.2 % on average in Germany over the course of 2025 according to the German Federal Statistical Office. This indicates that consumer prices have stabilised. This marked a substantial decline from 5.9 % in 2023 and 6.9 % in 2022.
30 Combined management report . Economic review Retail Real estate market According to preliminary data from the Federal Statistical Office, the retail sector in Germany generated 2.7 % more revenue in real terms (price-adjusted) in 2025 than in the previous year. Compared with 2021, when the retail sector recorded its highest-ever sales since the Federal Statistical Office began compiling data in 1994, annual sales in 2025 were 0.1 % lower in real terms, according to preliminary results. According to the German Retail Association (HDE), total sales in the German retail sector rose by 3.0 % to €683.7 billion in the reporting year. Online retail sales increased by 3.9 % in 2025 to €92.3 billion. This accounted for approximately 13.5 % of total retail sales, up from 13.3 % in 2024. The competitive landscape of Deutsche EuroShop AG’s port- folio remains primarily influenced by online retail, inner-city stores, shopping centers in the immediate catchment area, and inner-city centres in major regional urban centres. For example, the city centres of Dortmund, Mannheim and Braunschweig are serious rivals to the Allee-Center in Hamm, the Rhein-Neckar-Zentrum in Viernheim and the City-Galerie in Wolfsburg, respectively. Another factor is additional competition in the form of grow- ing numbers or expansions of factory and designer outlets on greenfield sites outside the city limits and, to a certain extent, also within them. There are currently plans to expand a designer outlet in Zweibrücken, Saarland, which is in the catchment area of the Saarpark-Center in Neunkirchen. An outlet in Remscheid, in the catchment area of the City- Arkaden Wuppertal, is also scheduled to open in 2027. Retail sales in the Czech Republic rose by 1.8 % year-on-year in real terms in December 2025, while month-over-month they fell by 0.1 %. Retail sales in the Czech market increased by 3.5 % in 2025 as a whole. Poland’s retail sales grew by 4.3 % on a price-adjusted basis between January and December 2025 compared with the previous year. According to JLL, Germany’s investment market for com- mercial real estate was stagnant in 2025, with transaction volumes falling slightly to €33.9 billion from €35.4 billion the year before (-4 %). The residential sector accounted for 30 % of total transactions (€10.2 billion), unchanged from the previous year. Retail real estate held the second spot with more than €6.5 billion or 19 % of the transaction volume (previous year: 16 %). Logistics followed closely with a vol- ume of just under €6.5 billion or 19 % (previous year: 22 %), while office space rounded out the top three with roughly €6.3 billion, or 19 % (previous year: 15 %). The recovery in the retail real estate sector continued. The increase in transaction volumes in 2025 compared to the previous year was driven by the two largest transactions across all asset classes – the sale of the Oberpollinger department store in Munich for approximately €380 million and the sale of the Neumünster Designer Outlet Center for approximately €350 million. In addition to inner-city retail and commercial buildings, the economic recovery was also reflected in the continued steady demand for supermarkets and food-centric markets. According to JLL, international trade policy appeared to calm down somewhat towards the end of 2025 following the tension and debate surrounding US tariffs. JLL also reported that top returns for real estate were mostly unchanged in 2025. Trends varied from asset class to asset class. At the top shopping centers in Germany, top returns remained unchanged at the end of the year at an average of 5.90 % (2024: 5.90 %). According to JLL, the reletting volume for retail properties in 2025 was 519,500 m², 8.6 % higher than in the previous year (478,300 m²). The number of lease agreements rose from 932 in the previous year to 954, JLL also highlighted the consistently high importance of international formats for the German retail market. The most expansive tenant group was once again textile retailers, who successfully maintained their leading position in space take-up for the full year 2025 with 136,878 m² and accounted for approxi- mately 26 % of total space take-up. The Young Fashion seg- ment expanded the most, accounting for almost half of the industry’s leasing volume. The gastronomy/food sector secured second place with 113,293 m² (22 % of total take-up). According to JLL, this underscores the continued importance of food retail and gastronomy for revitalising inner cities.
Deutsche EuroShop . Financial Report 2025 31 Share price performance The closing price (Xetra) of the Deutsche EuroShop share as at 31 December 2024 was €18.50. The share price traded in a tight corridor between €18.00 and €19.00 in the first few weeks of 2025 before briefly breaking above this range in the second half of March. Later on, the share price saw a pronounced decline in line with the rest of the market amid global discussions about potential US tariffs. The share price it fell to its lowest level of the year (€17.26) on 7 April 2025. Before recovering strongly, particularly in the two weeks leading up to the Annual General Meeting of Deutsche EuroShop. Shareholders were invited to Hamburg on 27 June 2025. The share price reached its high for the year of €23.20 on 25 June 2025. Subsequent months saw the price largely oscillate between €18.00 and €19.00. It closed the year at €18.84. Taking into account the dividend of €2.65 per share for the 2024 financial year, which was distributed on 2 July 2025, the overall performance for 2025 as a whole was +15.3 %. The small cap index SDAX rose by +25.3 % over the same period. Deutsche EuroShop’s market capitalisation stood at around €1.43 billion at the end of 2025.
32 Combined management report . Economic review Business development and overall comment on the Group’s financial situation in € million Revenue¹ EBIT¹ EBT (excluding measurement gains/losses)¹ ² EPRA³ earnings⁹ FFO¹ ⁴ Equity ratio in %⁵ LTV ratio in %⁶ EPRA³ LTV in %⁷ in € EPRA³ earnings per share⁶ ⁹ FFO per share⁴ EPRA³ NTA per share Weighted number of no-par-value shares issued⁸ 01.01.- 31.12.2025 270.4 214.4 147.8 145.2 147.6 47.1 41.3 43.4 01.01.- 31.12.2025 1.92 1.95 28.45 75,743,854 01.01.- 31.12.2024 271.4 216.3 165.2 161.6 162.5 49.2 39.2 41.1 01.01.- 31.12.2024 2.12 2.14 29.02 76,090,428 ± -0.4 % -0.9 % -10.5 % -10.1 % -9.2 % ± -9.4 % -8.9 % -2.0 % -0.5 % ¹ ² ³ ⁴ ⁵ ⁶ ⁷ ⁸ ⁹ Key performance indicators Including the share attributable to equity-accounted joint ventures and associates European Public Real Estate Association Due to the first-time adjustment of FFO for non-cash interest expense and one-off effects, the previous year’s figures have been adjusted accordingly. Adjusted FFO provides a more accurate picture of changes in cash flow from operating activities. Including non-controlling interests Loan-to-value (LTV): Ratio of net financial liabilities (financial liabilities less cash and cash equivalents) to non-current assets (investment properties and financial investments accounted for using the equity method) EPRA Loan-to-Value (EPRA LTV): Ratio of net debt (financial liabilities and lease liabilities less cash and cash equivalents) to real estate assets (investment properties, owner-occupied properties, intangible assets and other assets (net)). Net debt and real estate assets are calculated on the basis of the Group’s share in the subsidiaries and joint ventures. The treasury shares which were acquired were factored in on a time-weighted basis in the comparative period. EPRA earnings have been adjusted for one-off items in accordance with the current “Best Practice Recommendations” issued by EPRA for the first time. The adjustment relates to non-recurring expenses arising from the early termination of interest rate swaps as part of the Group’s realignment of its financing structure. The previous year’s figure has been restated accordingly to ensure comparability. The Deutsche EuroShop Group’s operating business was stable and in line with expectations in financial year 2025. While retail sales maintained their slight positive trend, foot- fall declined slightly. Our tenants achieved a 2.2 % increase in retail sales compared with the same period in the previ- ous year, however footfall at our shopping centers fell by -0.4 % over the same period. The occupancy rate increased from 95.4 % in the previous year to 95.7 % as at the report- ing date and was therefore at a high level. The EPRA occu- pancy rate increased from 93.3 % to 95.0 %. The forecast for financial year 2025, as stated in last year’s financial report, was as follows: revenue between €268 mil- lion and €276 million; slight decline in EBIT to between €209 million and €217 million; EBT (excluding measurement gains/losses) between €150 million and €158 million; FFO: €145 million to €153 million, or €1.91 to €2.02 per share. The quarterly report as at 30 September 2025 refined the projections as follows based on developments in November: Revenue: €268 million to €273 million EBIT: €211 million to €216 million EBT (excluding measurement gains/losses): €144 million to €149 million FFO: €146 million to €151 million As expected, revenue was slightly lower in the 2025 financial year at €270.4 million, but still within the forecast range. The fall in revenue was due to the provision of rental incentives
Deutsche EuroShop . Financial Report 2025 33 spread over the term of a lease (including construction cost subsidies and rent-free periods) and downturns in revenue from land tax apportionments and insurance expense. The EBIT figure for the 2025 financial year was lower than in the previous year due to higher center oper- ating expenses, but also remained within the forecast range at €214.4 million. EBT (excluding measurement gains/losses) of €147.8 million and FFO of €147.6 million were also within the projected ranges. In the opinion of the Executive Board, the Group’s results of operations developed positively overall in spite of the ongo- ing challenges it faced during the financial year (recession, geopolitical uncertainties and conflicts). The Executive Board still views the Group’s net assets and financial position as very solid, with an equity ratio of 47.1 % and LTV of 41.3 %. On the whole, the Executive Board is very satisfied with the operational performance in 2025. Results of operations of the Group in € thousand Revenue Operating and administrative costs for property Write-downs and derecognition of receivables NOI Other operating income Other operating expenses EBIT At-equity profit/loss Measurement gains/losses (at equity) Deferred taxes (at equity) At-equity (operating) profit/loss Interest expense Profit/loss attributable to limited partners Other financial expenses Interest income 01.01.- 31.12.2025 270,393 -49,584 -7,185 01.01.- 31.12.2024 271,403 -46,252 -7,731 213,624 217,420 10,937 -10,113 214,448 11,228 -2,613 34 8,649 -62,617 -14,589 -2,739 4,626 9,074 -10,189 216,305 16,581 -8,231 474 8,824 -49,083 -14,397 -1,876 5,408 ± -1,010 -3,332 546 -3,796 1,863 76 -1,857 -175 -13,534 -192 -863 -782 Financial gains/losses (excluding measurement gains/losses) -66,670 -51,124 -15,546 EBT (excluding measurement gains/losses) 147,778 165,181 -17,403 Measurement gains/losses Measurement gains/losses (at equity) Measurement gains/losses (including at equity) Taxes on income and earnings Deferred taxes Deferred taxes (at equity) Deferred taxes (including at equity) Consolidated profit 11,804 2,613 14,417 -7,228 60,117 -34 60,083 -22,870 8,231 -14,639 -8,115 -18,439 -474 -18,913 215,050 123,514 29,056 887 78,996 91,536 Change in % -0.4 -7.2 7.1 -1.7 20.5 0.7 -0.9 -2.0 -27.6 -1.3 -46.0 -14.5 -30.4 -10.5 198.5 10.9 417.7 74.1
34 Combined management report . Economic review Revenue in € million 271.4 270.4 -0.4 % 2024 2025 Revenue in € thousand Main-Taunus-Zentrum, Sulzbach Altmarkt-Galerie, Dresden A10 Center, Wildau Rhein-Neckar-Zentrum, Viernheim Allee-Center, Magdeburg Phoenix-Center, Harburg Saarpark-Center, Neunkirchen Billstedt-Center, Hamburg Herold-Center, Norderstedt Allee-Center, Hamm Stadt-Galerie, Passau Forum, Wetzlar City-Arkaden, Wuppertal Rathaus-Center, Dessau City-Galerie, Wolfsburg City-Point, Kassel Stadt-Galerie, Hamelin DES Verwaltung GmbH Germany Olympia Center, Brno Galeria Bałtycka, Gdansk Abroad Total Revenue down slightly Revenue fell by €1.0 million (-0.4 %, like-for-like) year- on-year to €270.4 million (previous year: €271.4 mil- lion). While revenue from minimum rental income rose as a result of higher contractual rents, turnover rents were slightly lower than in the previous year. Revenue from land tax apportionments and insurance expenses fell by €1.8 million, largely as a result of the land tax liability of our shopping centers going down after land tax reforms. 01.01.- 31.12.2025 37,572 24,370 17,889 17,192 16,656 12,347 11,596 11,100 10,920 10,384 9,849 8,793 8,301 7,574 7,558 5,985 5,127 1,484 01.01.- 31.12.2024 35,845 24,113 18,058 17,498 16,965 13,835 11,817 11,353 11,231 9,924 10,330 9,991 8,355 7,591 8,137 6,526 5,219 1,408 ± 1,727 257 -169 -306 -309 -1,488 -221 -253 -311 460 -481 -1,198 -54 -17 -579 -541 -92 76 224,697 228,196 -3,499 26,486 19,210 45,696 24,800 18,407 43,207 1,686 803 2,489 270,393 271,403 -1,010 Change in % 4.8 1.1 -0.9 -1.7 -1.8 -10.8 -1.9 -2.2 -2.8 4.6 -4.7 -12.0 -0.6 -0.2 -7.1 -8.3 -1.8 5.4 -1.5 6.8 4.4 5.8 -0.4
Deutsche EuroShop . Financial Report 2025 35 Center operating expenses up on previous year Decrease in financial gains/losses as expected Financial gains/losses (excluding measurement gains/ losses) came to €-66.7 million, down from €-51.1 million in the previous year. This was largely attributable to a €13.5 million increase in interest expense. This was affected by the bond issued in June 2025, the June 2024 loan increases for the Allee-Center Hamm and the Allee-Center Magdeburg, and the first-time borrowing in August 2024 for the Rathaus-Center Dessau. Interest income came to €4.6 million, slightly lower than in the previous year (€5.4 million). Other financing expenses amounting to €2.7 million (previous year: €1.9 million) were the result of the termination of swaps in connection with the early repay- ment of the underlying loans for Stadt-Galerie Hameln and Stadt-Galerie Passau in 2025. In the previous year, other financing expenses were related to the termination of a swap in connection with the long-term refinancing for the Allee-Center Hamm and securing a larger loan with improved terms. Center operating expenses came to €49.6 million in the financial year (previous year: €46.3 million). These mainly comprise center management fees, non-apportionable ancillary costs, land taxes, building insurance and mainte- nance, and were up 7.2 % on the previous year. The increase is primarily attributable to one-off expenses arising from non-apportionable ancillary costs associated with the renewal of technical equipment, as well as storm damage. The building insurance provider has already reimbursed the eligible expenses, and these reimbursements have been recognised in other operating income. In contrast, land tax expenses have fallen sustainably due to the lower land tax liability following the land tax reforms. Lower need for write-downs Write-downs and the derecognition of receivables decreased compared to the previous year by €0.5 million (7.1 %) to €7.2 million(previous year: €7.7 million). Other operating income and expenses Other operating income amounted to €10.9 million (previous year: €9.1 million) and was therefore higher than the prior year (€1.9 million). It mainly comprised income from rent receivables that had been written down in prior years (€2.6 million, previous year: €3.2 million), insurance reim- bursements (€2.3 million, previous year: €0.8 million), the reversal of provisions (€2.0 million, previous year: €1.5 mil- lion) and additional payments related to ancillary costs (€1.2 million, previous year: €1.4 million). Other operating expenses, which mainly comprised general administrative costs and personnel costs, were on a par with the previous year at €10.1 million (previous year: €10.2 million). EBIT down slightly compared to previous year At €214.4 million, earnings before interest and taxes (EBIT) were slightly lower than in the previous year (€216.3 million) despite an increase in other operating income. This was mainly due to a decline in net operating income (NOI) and higher center operating expenses.
36 Combined management report . Economic review Proportionate and cumulative income statement of the joint ventures in € thousand City-Arkaden, Klagenfurt Árkád, Pécs Other Revenue Operating and administrative costs for property Write-downs and derecognition of receivables NOI Other operating income Other operating expenses EBIT Interest income Interest expense Financial gains/losses Current tax expense At-equity profit/loss (excluding measurement gains/ losses) Measurement gains/losses Deferred taxes Share of profit/loss Downturn in EBT (excluding measurement gains/losses) As a result of the fall in financial gains/losses and the slight decline in EBIT, EBT (excluding measurement gains/losses) fell by 10.5 % to €147.8 million (previous year: €165.2 mil- lion). Measurement gains/losses Property values experienced a slight improvement in 2025, resulting in a measurement gain of €14.4 million including the increased investments in the real estate portfolio (pre- vious year: €-14.6 million). Due to rising contractual rents, real estate appraisals stabilised in the reporting year and, after years of declining valuations, there has been a slight increase in the value of the real estate portfolio. 01.01.- 31.12.2025 7,388 5,141 47 01.01.- 31.12.2024 6,950 5,027 41 12,576 12,018 -1,753 -274 10,549 332 -410 -1,673 -203 10,142 600 -298 10,471 10,444 29 -1,325 -1,296 -492 8,683 2,579 -34 56 -1,366 -1,310 -311 8,823 8,231 -474 11,228 16,580 Change in % 6.3 2.3 14.6 4.6 -4.8 -35.0 4.0 -44.7 -37.6 0.3 -48.2 3.0 1.1 -58.2 -1.6 -68.7 92.8 -32.3 ± 438 114 6 558 -80 -71 407 -268 -112 27 -27 41 14 -181 -140 -5,652 440 -5,352 Measurement gains/losses on real estate assets, after minority interests, broke down into €11.8 million (previous year: €-22.9 million) from the measurement of the real estate assets reported by the Group and €2.6 million (pre- vious year: €8.2 million) from the measurement of the real estate assets of the joint ventures recorded on the balance sheet using the equity method. On average, real estate assets increased in value by 1.4 % in the financial year (previous year: 0.7 %). This was mainly due to ongoing investments of €32.2 million in the real estate assets reported on a Group level with unrealised gains from changes in market value of €14.9 million and ongoing invest- ments of €0.5 million in the real estate assets of the joint ventures accounted for using the equity method with unre-
Deutsche EuroShop . Financial Report 2025 37 alised gains from changes in market value of €2.6 million. Measurement gains/losses for properties ranged between -2.9 % and +10.0 %. Increase in taxes on income and earnings, de- ferred taxes Taxes on income and earnings went down to €7.2 million (previous year: €8.1 million) due to the slight downturn in EBT (excluding measurement gains/losses). Deferred tax provisions, including the share included in the at-equity result, decreased by €60.1 million in the year under review as a result of the gradual reduction of the corporation tax rate from 15 % by 2027 to 10 % from 2032. In the previ- ous year, these provisions increased by €18.9 million). Significantly higher consolidated profit At €215.1 million, consolidated profit was €91.5 million higher than the previous year (€123.5 million) due to the improvement in measurement gains/losses and one-off income from the reversal of deferred taxes. Earnings per share increased accordingly from € 1.62 to € 2.84. EPRA earnings EPRA Earnings in € million / in € per share 122.0 129.6 172.4 161.6 145.2 1.97 2.10 2.29 2.12 1.92 2021 61.8 2022 61.8 2023 75.1 2024 76.1 2025 75.7 Weighted number of no-par-value shares issued, in million EPRA earnings down EPRA earnings, which exclude measurement gains/los- ses, fell by €16.4 million to €145.2 million or by €0.20 to €1.92 per share. This was largely due to the lower EBIT and the fall in financial gains/losses. Consolidated profit Measurement gains/losses on investment properties¹ One-off effects¹ ³ Deferred taxes on EPRA adjustments² EPRA earnings Weighted number of no-par-value shares issued 01.01.-31.12.2025 01.01.-31.12.2024 in € thousand 215,050 -14,417 2,739 -58,153 145,219 per share in € in € thousand 123,514 2.84 -0.19 14,639 1,876 0.04 -0.77 21,556 1.92 75,743,854 161,585 per share in € 1.62 0.19 0.02 0.29 2.12 76,090,428 ¹ ² ³ Including the share attributable to equity-accounted joint ventures and associates Affects deferred taxes on investment properties and derivative financial instruments EPRA earnings have been adjusted for one-off items in accordance with the current “Best Practice Recommendations” issued by EPRA for the first time. The adjustment relates to non-recurring expenses arising from the early termination of interest rate swaps as part of the Group’s realignment of its financing structure. The previous year’s figure has been restated accordingly to ensure comparability.
38 Combined management report . Economic review Funds from Operations (FFO) in € million 162.5 147.6 -9.2 % 2024 2025 Development of funds from operations Funds from operations (FFO) are used to finance our ongoing investments in portfolio properties, schedu- led repayments on our long-term bank loans and as the basis for the distribution of dividends. Significant non-recurring effects that are not part of the Group’s operating activities and non-cash interest expenses are eliminated in the calculation of FFO. FFO decreased from €162.5 million to €147.6 million, or from €2.14 to €1.95 per share. Funds from operations Consolidated profit Measurement gains/losses on investment properties¹ Non-cash interest expense¹ ² One-off effects¹ ² Deferred taxes² FFO Weighted number of no-par-value shares issued 01.01.-31.12.2025 01.01.-31.12.2024 in € thousand 215,050 -14,417 4,280 2,739 -60,083 147,569 per share in € in € thousand 123,514 2.84 14,639 -0.19 0.05 3,528 1,876 0.04 -0.79 18,913 1.95 75,743,854 162,470 per share in € 1.62 0.19 0.05 0.03 0.25 2.14 76,090,428 ¹ ² Including the share attributable to equity-accounted joint ventures and associates Due to the first-time adjustment of FFO for non-cash interest expense and one-off effects, the previous year’s figures have been adjusted accordingly. Adjusted FFO provides a more accurate picture of changes in cash flow from operating activities.
Deutsche EuroShop . Financial Report 2025 39 Results of operations of the segments The subsidiaries and equity-accounted joint ventures are included in the Group’s segment reporting in proportion to the Group’s share therein. A distinction is made between the shopping centers in Germany (“domestic”) and elsewhere in Europe (“abroad”) (for further details, please see our statements on segment reporting in the notes to the con- solidated financial statements): in € thousand Revenue - Domestic - Abroad EBIT - Domestic - Abroad EBT (excluding measurement gains/losses) - Domestic - Abroad 01.01.- 31.12.2025 01.01.- 31.12.2024 261,156 203,152 58,004 210,462 160,021 50,441 159,671 114,985 44,686 262,144 206,961 55,183 213,130 164,970 48,160 169,625 128,119 41,506 ± -988 -3,809 2,821 -2,668 -4,949 2,281 -9,954 -13,134 3,180 Change in % -0.4 -1.8 5.1 -1.3 -3.0 4.7 -5.9 -10.3 7.7 Financial position of the Group Principles and objectives of financial management Deutsche EuroShop aims to take advantage of favourable financing conditions while expanding and diversifying its pool of funding sources to mitigate risks. Accordingly, the capital and financing structure is continuously and purpose- fully refined. The Company funds its investment activity through secured loans from a range of lenders as well as unsecured capital market instruments. Deutsche EuroShop holds an investment-grade rating, which enables it to issue bonds and comparable alternative instruments. The Com- pany takes steps to maintain and further improve this rating in order to remain flexible in an environment of fluctuating interest rates and generally tighter lending requirements. As a result, and depending on market conditions, we expect the Group’s loan-to-value (LTV) ratio to fluctuate between 40 % and 50 %. We finance our real estate projects on a long-term basis. Deutsche EuroShop AG also has access to short-term financing instruments to enable it to respond immediately to investment opportunities. Until used for investment, any cash not needed is invested short-term to finance ongoing costs or pay dividends.
40 Combined management report . Economic review Financing analysis As at 31 December 2025, the Deutsche EuroShop Group reported the following key financial data: in € million Total assets Equity (including third-party shareholders) Equity ratio in % Net financial liabilities Loan-to-value (LTV) in % 31.12.2025 4,603.8 2,170.1 47.1 1,704.0 41.3 31.12.2024 4,364.4 2,145.7 49.2 1,595.9 39.2 Change 239.4 24.4 -2.1 108.1 2.1 The Group’s overall equity amounted to €2,170.1 million (previous year: €2,145.7 million). This consists of equity attributable to the Group’s shareholders of €1,901.5 million and equity attributable to third-party shareholders of €268.6 million. This change reflects the €200.7 million dividend paid in July 2025. Total assets increased by €239.4 million in connection with the issuance of a €500 million green bond on 18 June 2025. The equity ratio (including the shares of third-party shareholders) of 47.1 % has decreased com- pared to the last reporting date (49.2 %) due to the afore- mentioned dividend distributions and the bond issue. How- ever, it remained at a healthy level. Financial liabilities in € thousand Non-current financial liabilities Current financial liabilities Total Less cash and cash equivalents Net financial liabilities 31.12.2025 1,938,879 152,536 2,091,415 387,405 1,704,010 31.12.2024 1,795,909 12,465 1,808,374 212,438 1,595,936 Change 142,970 140,071 283,041 174,967 108,074 Non-current and current financial liabilities increased in the reporting year from €1,808.4 million to €2,091.4 million, a rise of €283.0 million. This was largely due to the bond issued in June 2025. The loans of Herold-Center Norderstedt and Stadt-Galerie Hameln were repaid in full, while the loans of Stadt-Galerie Passau and City-Point Kassel were partially repaid. Despite the increase in cash and cash equivalents as a result of issuing the bond, net financial liabilities stood at €1,704.0 million, €108.1 million higher than the year-end 2024 figure (€1,595.9 million). The net financial liabilities existing at the end of the year are used exclusively to finance non-current assets. This brought the percentage of non-current assets financed with debt capital (LTV) at the reporting date to 41.3 % (previous year: 39.2 %). EPRA LTV, which is based on the Group’s proportional share in the joint ventures and subsidiaries, amounted to 43.4 % on the reporting date (previous year: 41.1 %).
Deutsche EuroShop . Financial Report 2025 41 EPRA Loan-to-Value (EPRA LTV) Proportional values in € thousand Bank and bond liabilities Owner-occupied property (IFRS 16, right-of-use asset) Other liabilities (net) Cash and cash equivalents Net financial debt Investment properties Owner-occupied property (IFRS 16, right-of-use asset) Intangible assets Property assets EPRA LTV in % 31.12.2025 2,013,192 166 9,440 -377,393 1,645,405 3,793,810 159 27 3,793,996 43.4 31.12.2024 1,731,232 230 8,495 -201,182 1,538,775 3,744,255 223 12 3,744,490 41.1 Change 281,960 -64 945 -176,211 106,630 49,555 -64 15 49,506 2.3 The conditions of the financial liabilities as at 31 Decem- ber 2025 were secured on average for 4.9 years (previous year: 5.5 years) at an annual rate of 3.16 % (previous year: 2.60 % p.a.). The loans to the Deutsche EuroShop Group are maintained as credit facilities with 18 banks and savings banks in Ger- many, Austria and the Czech Republic.
42 Combined management report . Economic review Financial liabilities as at 31 December 2025 Interest rate lock-in up to 1 year 1 to 5 years 5 to 10 years Total Share of loans in % 6.6 50.8 42.6 100.0 Amount in € million Term in years 137.5 1,063.3 890.6 2,091.4 0.7 4.1 6.4 4.9 Financial liabilities as at 31 December 2024 Interest rate lock-in up to 1 year 1 to 5 years 5 to 10 years Total Share of loans in % 0.0 38.3 61.7 100.0 Amount in € million Term in years 0.0 691.8 1,116.6 1,808.4 0.0 3.0 7.0 5.5 Average interest rate in % 2.08 3.16 3.33 3.16 Average interest rate in % 0.00 2.36 2.75 2.60 The maturity bond has a fixed term until 15 October 2030 with a coupon rate of 4.50 % p.a. The terms of the bond include a maximum net loan-to-value ratio (bond LTV) of 60.0 %, a maximum secured net loan-to-value ratio (bond secured LTV) of 45.0 % and an interest coverage ratio (bond ICR) of at least 1.8. As at 31 December 2025, the bond LTV was 40.4 %, the bond secured LTV was 28.6 % and the bond ICR was 4.2. Loan agreements also include covenants which must be met at a property or property company level. These include debt service cover ratios (DSCRs), interest cover ratios (ICRs), changes in revenue, the equity ratio, the lever- age ratio and loan-to-value (LTV) ratios. The loan conditions were met in financial year 2025. Based on current planning and estimates, the bond and loan con- ditions will also be met in 2026.
Deutsche EuroShop . Financial Report 2025 43 Scheduled repayments totalling €19.4 million for the loans existing as at 31 December 2025 will be made from current cash flow during financial year 2026. Over the period from 2027 to 2029, repayments will average €18.6 million p.a. for existing loans. Loans totalling €135.9 million are to be rolled over in 2026, and loans totalling €46.4 million in 2027. A loan agreement is in place for a short-term working cap- ital line of credit in the amount of €50.0 million, which had not been drawn down as at 31 December 2025. Investment analysis In financial year 2025, investments continued to be made in modernising and positioning the existing portfolio and amounted to €32.2 million after €47.2 million in the previous year. Liquidity analysis in € thousand Net cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period 01.01.- 31.12.2025 132,927 -32,282 74,323 174,967 212,438 387,405 01.01.- 31.12.2024 160,433 -40,288 -243,778 -123,633 336,071 212,438 The Group’s net cash flow from operating activities amounted to €132.9 million (previous year: €160.4 million). This figure represents the amount generated by the Group after deduct- ing all costs associated with leasing shopping center space. It is primarily used to finance the dividends of Deutsche EuroShop AG and payments to third-party shareholders as well as ongoing interest, loan repayments and investments. ments of the loans for Herold-Center Norderstedt and Stadt-Galerie Hameln, as well as the partial repayments of the loans for Stadt-Galerie Passau and City-Point Kassel. Cash and cash equivalents increased in the reporting year by €175.0 million to €387.4 million (previous year: €212.4 mil- lion), largely due to the bond that was issued. Cash flow from investing activities included cash invest- ments in existing properties (€32.2 million, previous year: €47.2 million) and, in the previous year, proceeds from the sale of a Polish property totalling €6.9 million. Cash flow from financing activities came to €74.3 million (previous year: €-243.8 million). This comprised cash inflow from the assumption of financial liabilities of €493.9 million, cash outflow for the repayment of financial liabilities of €208.5 million, the dividend paid to Group shareholders of €200.7 million, (previous year: €346.6 million), distributions to third-party partners of €10.2 million (previous year: €10.2 million), and the payment for the purchase of treasury shares in the previous year of €14.8 million. The cash inflow from the assumption of financial liabilities relates to the bond issued in June 2025. The cash outflow from repay- ments includes scheduled repayments, the early repay-
44 Combined management report . Economic review Net assets of the Group Slight increase in total assets The total assets of the Deutsche EuroShop Group increased by €239.4 million compared with the previous reporting date to €4,603.8 million, mainly due to a rise in cash and cash equivalents and investment properties. Balance sheet structure Balance sheet total in € million Assets Liabilities 4,364.4 244.0 4,120.4 4,603.8 425.9 4,177.9 4,603.8 4,364.4 202.2 2,231.5 2,151.5 67.2 2,170.1 2,145.7 2024 2025 2025 2024 Current assets Non-current assets Current liabilities Non-current liabilities Total equity (incl. third-party shareholders) in € thousand Current assets Non-current assets Current liabilities Non-current liabilities Equity (incl. third-party shareholders) Total assets 31.12.2025 425,922 4,177,910 202,224 2,231,509 2,170,099 31.12.2024 244,048 4,120,357 67,198 2,151,511 2,145,696 4,603,832 4,364,405 Change 181,874 57,553 135,026 79,998 24,403 239,427
Deutsche EuroShop . Financial Report 2025 45 Current assets up significantly after bond issue Increase in current and non-current liabilities Current liabilities increased by €135.0 million to €202.2 mil- lion, primarily due to a bank loan scheduled for extension in 2026. Non-current liabilities grew by €80.0 million from €2,151.5 million to €2,231.5 million. This was largely driven by the issued bond. The full repayment of loans for Herold-Center Norderstedt and Stadt-Galerie Hameln had an offsetting effect, together with the partial loan repayment for Stadt-Galerie Passau and City-Point Kassel. Equity (incl. third-party shareholders) Equity (including third-party shareholders) was €2,170.1 mil- lion at the end of the reporting year, down €24.4 million on the previous year’s equity (€2,145.7 million) owing to the dividend paid of €200.7 million and the consolidated profit of €215.1 million. The liabilities arising from limited partner contributions of non-controlling interests amounted to €268.6 million. This represents a modest increase compared with the previous year (€261.2 million) and was largely due to measurement effects. At the end of the year, current assets amounted to €425.9 mil- lion, significantly higher than in the previous year (€244.0 mil- lion). This increase was largely driven by the rise in cash and cash equivalents (€+175.0 million), which were boosted by the proceeds from the bond issue after repayments of existing loans. Cash and cash equivalents as at the reporting date came to €387.4 million (previous year: €212.4 million). The Group’s receivables (after write-downs) increased slightly by €1.5 million to €16.3 million (previous year: €14.7 million). Other assets rose by €5.4 million, from €16.9 million to €22.3 million. Slight increase in non-current assets Non-current assets rose slightly by €57.6 million from €4,120.4 million to €4,177.9 million in the year under review. At 90.7 % (previous year: 94.4 %), they are still the most significant component of total assets. At €4,020.7 million, investment properties were slightly higher than in the previous year (€3,966.7 million). The costs of investments in portfolio properties resulted in additions of €42.2 million, while the measurement of the real estate portfolio triggered an increase in value of €11.8 million. Financial investments accounted for using the equity method increased by €3.6 million to €105.2 million, mainly as a result of measurement effects.
EPRA net tangible assets Net tangible assets (NTA) as at 31 December 2025 amounted to €2,154.6 million compared to €2,198.0 million in the previous year. Due to the decrease in equity, mainly as a result of the dividend distribution for the 2025 financial year, NTA per share went down by €0.57, from €29.02 to €28.45 per share (-2.0 %). 46 Combined management report . Economic review EPRA Net Tangible Assets in € million / in € per share 2,374.4 2,335.9 2,414.4 2,198.0 2,154.6 38.43 37.81 31.58 29.02 28.45 2021 61.8 2022 61.8 2023 76.5 2024 75.7 2025 75.7 Number of no-par-value shares issued, in million EPRA NTA Equity Derivative financial instruments measured at negative fair value¹ Equity excl. derivative financial instruments Deferred taxes on investment properties and deriva- tive financial instruments¹ Intangible assets Goodwill as a result of deferred taxes EPRA NTA Number of no-par-value shares issued as at the re- porting date ¹ Including the share attributable to equity-accounted joint ventures and associates 01.01.-31.12.2025 01.01.-31.12.2024 in € thou- sand 1,901,467 0 1,901,467 304,900 -27 -51,719 2,154,621 per share in € in € thousand 1,884,540 25.10 per share in € 24.88 0.00 25.10 4.03 0.00 -0.68 28.45 3,128 1,887,668 362,055 -12 -51,719 2,197,992 0.04 24.92 4.78 0.00 -0.68 29.02 75,743,854 75,743,854
Deutsche EuroShop . Financial Report 2025 47 Report on events after the reporting date The loan to Árkád Pécs was extended until 2031 as part of an agreement that was finalised on 18 February 2026. The financing for Olympia Brno was extended until 2031 under an agreement dated 6 March 2026. No further significant events occurred between the report- ing date and the date of preparation of the financial state- ments. Outlook Expected developments in general conditions Following several years of sluggish or declining economic performance, the Federal Ministry for Economic Affairs and Climate Action’s 2026 Annual Economic Report suggests that a gradual recovery began at the turn of the year 2025/2026. The German economy continues to face struc- tural headwinds that are dampening growth and investment. These include heavy regulation and bureaucracy, a backlog in infrastructure development and digitalisation, a shrinking workforce due to demographic shifts, high energy costs by international standards, as well as high levies and taxes. The global economy is also undergoing a profound trans- formation. Geopolitical and geoeconomic tensions, rising protectionism and the strategic use of resources as a tool of power have become increasingly significant in recent years and are straining established multilateral institutions and frameworks. Germany is particularly affected by these shifts because its economy is so deeply integrated into inter- national supply chains. Against this backdrop, the Federal Government is forecast- ing real GDP growth of 1.0 % for 2026. Federal investment is set to rise by 11.3 % compared to the 2025 budget to a total of approximately €128.7 billion. This has the potential to improve the overall environment for all economic players. Consumer prices are expected to rise by 2.1 %, slightly above the 2.0 % target. At its first meeting in February 2026, the European Central Bank (ECB) kept key interest rates unchanged. This is the fifth time it has done so since the last cut in March 2025. The ECB currently expects inflation to stabilise at around the 2 % target over the medium term. Despite a challenging global landscape, the economy remains robust. Low unem- ployment, solid private sector balance sheets, the gradual rollout of public spending on defence and infrastructure and the positive impact of previous interest rate cuts are all expected to drive growth. However, the outlook remains clouded by uncertainty due to ongoing global trade tensions and geopolitical instability. JLL expects activity to pick up in the investment market in 2026 as the economy improves and demand rises in the rental market. While JLL notes that investors are likely to remain generally cautious, interest is growing in alternative assets such as infrastructure and data centres. JLL is fore- casting a total transaction volume of up to €40 billion in 2026. The German Retail Federation (HDE) expects 2026 to be a challenging year for the retail sector. It is currently project- ing that retail sales will reach €697 billion, representing a 2 % increase. The association is predicting a nominal rise of 4.4 % in revenue for online retail (real terms: 3.5 %). Private consumption and retail will remain under pressure in 2026. The HDE is calling on policymakers to lower cost drivers like energy prices to ease the pressure on retail companies. The federation also considers the trade union ver.di to bear
48 Combined management report . Outlook responsibility in the upcoming collective bargaining talks in April 2026, and is therefore warning against further strain on business due to unreasonable demands. The European Commission’s Directorate-General for Eco- nomic and Financial Affairs expects the Czech Republic’s real GDP to grow by 1.9 % in 2026, with private household consumption remaining the primary growth driver. Inflation is expected to reach 2.1 % in 2026. The European Commission’s Directorate-General for Eco- nomic and Financial Affairs is forecasting that Poland’s eco- nomic growth will pick up pace and accelerate to 3.5 % in 2026. While private consumption is likely to remain robust, it may be slightly weaker than the previous year due to slug- gish growth in disposable income. The inflation rate is expected to reach 2.9 % in 2026. Agreed transactions are the foundation for revenue and earnings planning Forecasts for the future revenue and earnings situation of our Group are based on: a) the development of revenue and earnings at the existing shopping centers, and b) the assumption that, in view of the general conditions outlined above, there will be no substantial decline in rev- enue in the retail sector that would cause a large number of retailers to no longer be able to meet their obligations under existing leases. The Deutsche EuroShop Group’s revenue and earnings plan- ning for 2026 does not include the future purchase or sale of any properties. The results of the annual valuation of our shopping centers are likewise excluded from our planning since they are difficult to predict. Revenue in 2026 Revenue came to €270.4 million in the 2025 financial year, down slightly on the previous year. While revenue from min- imum rental income (accounting for 94.5 % of total take-up) rose as a result of higher contractual rents and other factors, turnover rents (3.1 % of total take-up) were slightly lower than in the previous year. Revenue from land tax apportion- ments and insurance expenses fell by €1.8 million, largely as a result of the land tax liability of our shopping centers going down after land tax reforms. Assuming a slight increase in minimum rental income, revenue in 2026 should be in the range of €269 million to €277 million. Operating earnings for 2026 At €214.4 million, earnings before interest and taxes (EBIT) in 2025 were affected by the slight decline in NOI related to rising center operating expenses and an expected year-on- year decline in revenue. We therefore expect EBIT to be between €211 million and €219 million in 2026, slightly higher than in the reporting year. EBT (excluding measurement gains/losses) amounted to €147.8 million in 2025. The drop in financial income also had an effect on EBIT. The Group expects to see a slightly lower level of EBT (excluding measurement gains/losses) in 2026 compared with the 2025 financial year, primarily as a result of the planned increase in interest expense. EBT (excluding measurement gains/losses) is expected to be between €134 million and €142 million.
Deutsche EuroShop . Financial Report 2025 49 FFO performance for 2026 Funds from operations (FFO) amounted to €147.6 million in the reporting year (previous year: €162.5 million). The year- on-year decrease was primarily due to higher interest expenses. Based on the effects described for EBT, we expect FFO to range between €134 million and €142 million, or €1.77 to €1.87 per share,1 in 2026. We view the development of the 2026 financial year as gen- erally positive and are anticipating development of revenue and EBIT to be slightly positive or stable. We are assuming a slight reduction in EBT (excluding measurement gains/ losses) and FFO compared to financial year 2025, in view of higher planned interest expense. Revenue in € million EBIT in € million EBT ( excluding measure ment gains/ losses) in € million Funds From Operations in € million Goal 269– 277 Goal 211– 219 Goal 134– 142 Goal 134– 142 162.5 147.6 165.2 147.8 216.3 214.4 271.4 270.4 2024 2025 2026 2024 2025 2026 2024 2025 2026 2024 2025 2026 For financial year 2025, the Executive Board, together with the Supervisory Board, and taking into account available liquidity and the operating outlook, has decided to propose to the Annual General Meeting the distribution of a dividend of €1.00 per share. The Company reserves the right to adjust its proposed resolution before or at the latest during the Annual General Meeting if it should prove possible and expe- dient to distribute a higher dividend owing to changed circumstances. Dividend policy One of Deutsche EuroShop AG’s key investment objectives is to generate an attractive liquidity surplus from the long- term leasing of shopping centers, which is distributed to shareholders in the form of regular dividends. The Company continually reviews opportunities to further increase its abil- ity to distribute dividends in future years. In principle, the Company aims to distribute funds in excess of its liquidity requirements to its shareholders. However, the distribution of dividends is highly dependent on prevail- ing economic conditions, financing needs for further growth and other factors. 1 Number of shares, not including treasury shares
50 Combined management report . Risk report Risk report Principles governing the risk management system and internal control system1 Deutsche EuroShop AG’s strategy is geared towards main- taining and increasing shareholders’ assets and generating sustainably high surplus liquidity from leasing real estate, thereby enabling the distribution of an appropriate and sus- tainable dividend. The focus of the risk management system is therefore on monitoring compliance with this strategy and, building on this, on identifying and assessing risks and opportunities as well as making fundamental decisions on how to manage these risks. Risk management ensures that risks are identified at an early stage and can then be eval- uated, communicated promptly and mitigated. Monitoring and management of the risks identified form the focal point of the internal control system, which at the Group level is essentially the responsibility of the Executive Board. The Supervisory Board is notified regularly and, if necessary, immediately by the Executive Board about identified risks. The internal control system is an integral part of the risk management system. Within the framework of its legal mandate for auditing the annual financial statements, the auditor checks whether the early warning system for risks is suitable for detecting at an early stage any risks or developments that might endan- ger the Company. The risk analysis, as a continuous process, promptly identi- fies, evaluates and communicates the factors that may jeop- ardise the achievement of business targets. The process also includes management and control of the risks identified. The Executive Board was not aware of any information dur- ing the year under review that would have led it to believe that there were material inefficiencies in the effectiveness of the internal control system or risk management system, or that these systems were inappropriate in any way. Gen- erally, however, it should be borne in mind that an internal control system, irrespective of its design, provides no abso- lute guarantee of identifying deficiencies in our business processes. Risk analysis Under existing service contracts, the Executive Board of Deutsche EuroShop AG is continuously briefed about the business performance of the shopping centers and the cor- responding property companies. Financial statements and financial control reports are submitted on a quarterly basis for each shopping center, and medium-term corporate plans are submitted annually. The Executive Board regularly reviews and analyses these reports, using the following information in particular to assess the level of risk: 1. Portfolio properties Trend in amounts outstanding Trend in occupancy rates Retail sales trend in the shopping centers Variance against projected income from the properties Observance of financial covenants in loan agreements 2. Centers under construction and significant structural work affecting portfolio properties Pre-leasing levels Construction status Budget status Development of financial covenants in loan agreements and observance of disbursement conditions Risks are identified by observing issues and changes that deviate from the original plans and budgets. Risk manage- ment also involves the systematic analysis of economic data such as consumer confidence and retail sales trends, as well as ongoing monitoring of the activities undertaken by competitors. 1 This section of the combined management report is not subject to mandatory audit. Therefore, the information it contains has not been audited by the auditor.
Deutsche EuroShop . Financial Report 2025 51 Risks related to the report preparation process are addressed by performing automated and manual plausibil- ity checks, segregating duties and applying the dual-review principle. The auditor of the consolidated financial state- ments assesses the functionality and effectiveness of the accounting-related internal control system as part of its audit of the annual and consolidated financial statements. The statements made relate solely to those subsidiaries included in the consolidated financial statements of Deutsche EuroShop AG for which Deutsche EuroShop AG is in a position, directly or indirectly, to dictate their operating and financial policies. Evaluation of the overall risk position The overall risk situation is presented in the following matrix. The potential extent of losses in the risk matrix is calculated on the basis of the impact on EBIT and FFO for the financial year following the year under review. When it comes to val- uation risk, the accounting effects (change in investment properties or total assets) are analysed as well. The extent of losses is analysed on a consolidated basis. The factors that could influence the likelihood of occurrence and sever- ity of the individual risks as well as the evaluation of the overall risk position due to ongoing geopolitical conflicts cannot be estimated at the moment. Individual risks and the overall risk position are monitored on an ongoing basis and reassessed regularly. Risk inventory The risks identified in the course of the risk analysis are summarised in a risk inventory and evaluated in terms of their potential loss amounts and likelihood of occurrence in consideration of compensatory measures (from a net stand- point). The risk inventory is regularly examined and updated where necessary. Furthermore, the Executive Board uses scenario-based sim- ulations where the key planning parameters (including rent, cost, return and interest rate trends) are altered to assess the way in which risk aggregation affects the Group’s con- tinued existence. This analysis also allows for an evaluation as regards which risks the Group is able to sustain. The Executive Board reports on significant risks at the Supervisory Board meetings. In the event of risks that jeop- ardise the continued existence of the Group, a report is issued immediately. Accounting-related internal control system Preparation of the financial statements is another important element of the internal control system and is monitored and controlled at the level of the Group holding company. The Group uses rules and policies to ensure that its internal and external reports are prepared properly and meet legal requirements. Risks related to the accounting process are identified in good time. The decentralised preparation of Group-relevant reports is followed by the aggregation and consolidation of the indi- vidual annual financial statements and the preparation of the information for reporting in the notes and combined management report by the accounting department of the holding company, with the aid of the consolidation software ConMezzo. This is accompanied by manual process controls such as the principle of dual control by the employees charged with ensuring the regularity of financial reporting and by the Executive Board. The internal control system is monitored by the Supervisory Board. By virtue of the organisational, control and monitoring meas- ures laid down in the Group, the accounting-related internal control system enables the full recording, processing and evaluation of Company-related matters as well as their proper presentation in Group financial reporting.
52 Combined management report . Risk report Risk matrix n o i l l i m 0 5 € > : h g H i s s o l f o t n e t x E 0 5 – 5 € : i m u d e M Valuation risk Management and cost risk Financing risk Rental risk Market and sector risk Risk of rent loss n o i l l i m Organisational risk Sustainability risk Legal risk IT risk Risk of damage Currency risk 5 € o t p u : w o L n o i l l i m Low: 0–25 % Medium: 25–50 % High: > 50 % Likelihood of occurrence On the basis of the monitoring system described, Deutsche EuroShop AG has taken appropriate steps to identify devel- opments that could jeopardise its continued existence at an early stage and to counteract these. As in previous years, the Executive Board conducted simu- lations using consolidated liquidity planning to assess the extent to which the Group is able to bear individual risks or the concurrence of multiple individual risks. The Executive Board is accordingly not aware of any risks or risk aggre- gations that would jeopardise the continued existence of the Company and the Group. The Executive Board is also of the opinion that the Group is adequately positioned to take advantage of opportunities that may arise without having to enter into unacceptable risks. Presentation of material individual risks Valuation risk The value of a property is essentially determined by its cap- italised earnings value, which in turn depends on factors such as the level of annual revenue, the management costs and the investment needs, the underlying location risk, the general condition of the property, the evolution of capital market interest rates and, in particular, the demand for shopping center properties. The appreciation or depreciation of property values is also impacted by various macroeco- nomic and regional factors as well as by factors specific to those properties, which are for the most part unforeseeable and beyond the control of the Company. The factors described are taken into account in the annual market valuations of our portfolio properties by independent appraisers. These have a direct impact on the recognition of investment prop- erties and measurement gains/losses due to the application of IAS 40. Rising capital market interest rates could nega- tively impact the valuation of the Deutsche EuroShop Group’s real estate portfolio as they tend to be associated with an increase in the discount and capitalisation rates used to determine the fair value of the portfolio as well as a down- turn in the market prices paid for shares in shopping centers. As a result, higher interest rates typically have a negative effect on the market value of the Deutsche EuroShop Group’s real estate portfolio. Changes in market valuations could also affect compliance with loan conditions on existing financing arrangements (e.g. compliance with debt ratios) as well as the terms of new financing and refinancing agree- ments as a fall in market valuations would lead to a higher debt ratio. The assignment of external, independent appraisers with a great deal of experience in the industry, along with the Com- pany’s critical assessment of their appraisal, minimises the risk of measurement error. As part of efforts aimed at con- trolling value-driving factors, the Company has adopted fur- ther measures aimed at minimising valuation risk. The main focus here is on professional center, cost and leasing man- agement at the shopping centers, which is ensured through the selection of suitable asset managers. All of our shopping centers are currently managed by ECE Marketplaces GmbH & Co. KG, Hamburg, the European market leader in the area of shopping center management, with active maintenance management ensuring that the properties are continuously kept in a sound general condition. The parameters used to arrive at a valuation of the real estate portfolio include derived interest rates, market rents, operating costs and renewal periods. All parameters of this kind are subject to uncertainty. Geopolitical conflicts, polit- ical uncertainties and concerns over the possibility of reces- sion could lead to increased uncertainty about economic conditions going forward. Rising inflation rates and higher interest rate levels could have a significant negative impact on the parameters used for estimates. Significant changes in market value cannot be ruled out despite interest rates stabilising and moderate inflation. A 25 basis point increase in the capitalisation rate would result in the real estate port- folio as at 31 December 2025 being written down by
Deutsche EuroShop . Financial Report 2025 53 €94.7 million. For more information, please refer to the sen- sitivities presented in the notes (Investment Properties sec- tion of the notes to the consolidated financial statements). We therefore continue to consider the likelihood of occur- rence and the extent of loss of the valuation risk as high. Market and sector risks The share of purchases made in stores in Germany was 86.5 %, on a par with the previous year (86.7 %). It is expected that online retail will continue to grow in future and increase its share of total retail sales. The segments of fashion, shoes and consumer electronics continue to dominate online com- merce, and are also especially heavily represented in shop- ping centers. Despite the prevalence of online shopping, attractive retail spaces continue to be a strong draw for customers. The upwards trend in footfall shows that attrac- tive and spacious retail facilities that are leaders in their respective catchment areas are resilient and continuing to hold their own against the competition by offering custom- ers a broad range of products, an enjoyable time and a spe- cial shopping experience. Alongside the growth in online retail, additional retail com- mercial space offered on the rental market, created for example through the building, expansion or modernisation of shopping centers or factory outlets both in city centers and on the outskirts, as well as through the revitalisation of retail locations in city centers, may cause realisable reve- nues in bricks-and-mortar retail trade to be distributed over more rental space overall and lead to lower space utilisation. In Hamburg, for example, Unibail-Rodamco-Westfield com- pleted a large-scale project development for the Über- seequartier, a mixed-use district within Hamburg’s Hafen City, which opened at the beginning of the second quarter of 2025. We do not currently believe that this will have a significant impact on our shopping centers in Hamburg and Norderstedt. Larger or improved rental space offerings in the competitive environment of our shopping centers and a potentially permanent redistribution of retail revenues to online channels and the accompanying permanent drop in space utilisation for bricks-and-mortar retailers harbour the risk that subsequent leases and/or renewals could be concluded at lower rents and/or under less favourable con- tractual terms (due to an increase in construction cost sub- sidies, for example), leading to a downturn in EBIT and FFO. To counter the rising share of online retail along with the potential pressure on space utilisation, bricks-and-mortar retail is embracing floorspace restructuring and focusing on good retail locations, optimising product ranges, improv- ing quality of service and placing an emphasis on individual consultations when shopping. Increased synergy between e-commerce channels and bricks-and-mortar stores is also becoming increasingly important. Retailers are at different stages of progress and success in this regard, particularly as far as implementation of their omni-channel concepts is concerned. Omnichannel concepts are becoming increas- ingly important for the retail sector. Retailers need to main- tain a physical presence in order for their online offerings to be successful, creating opportunities for the Deutsche EuroShop Group’s shopping centers. Service-oriented tenants such as healthcare professionals, hair stylists, public authorities and food and beverage pro- viders are an important part of our tenant mix, and some- thing shoppers expect to find in our shopping centers. As these are services that can only be delivered in person, they drive up footfall. The leisure, customer experience and meeting point aspects of our centers are continually being enhanced. In addition to the creation of new and attractive restaurant spaces, this includes our established “At Your Service” and “Mall Beau- tification” investment programmes. The aim is to make the centers a more pleasurable place to be and to raise the quality of service through targeted investments in, among other things, improved service and lounge areas, modern entertainment zones for kids, simplified in-house navigation when searching for shops or parking using touch screens or smartphone solutions, and intelligent parking guidance systems. To increase the appeal of the centers, the expan- sion of the entertainment offering is also being examined and progressed. For example, the trampoline park concept opened in our Rhein-Neckar-Zentrum in 2024 has met with great success, so much so that a wide range of other leisure and food service outlets have opened in the vicinity. The “Food Garden” at the Main-Taunus-Zentrum opened its doors in the second quarter of 2025. This significantly expanded the food and beverage options available at the center and increased footfall. These and other investments also improve the appeal of the locations beyond the immediate region. The conclusion of leases with as long a term as possible with tenants with high credit ratings across every retail seg- ment also reduces market and sector risks.
54 Combined management report . Risk report Uncertainties resulting from geopolitical conflicts, rising inflation rates or higher interest rates could have a direct negative impact on private consumption. For retailers, high energy prices can become a massive burden if they cannot be passed on in full to customers. Cost increases and pos- sible energy bottlenecks can lead to delivery problems for manufacturers and thus have a lasting negative impact on retail sales. We continue to assess the potential extent of loss as mod- erate, whilst the probability of occurrence remains high. Rental risk The long-term success of the Deutsche EuroShop Group’s business model depends, in particular, on leases for retail space and the generation of stable and/or growing rental income in addition to low vacancy rates. Due to the medi- um-term and long-term renting of retail space, the Deutsche EuroShop Group is not as directly affected by short-term economic developments as company groups in other sec- tors. However, given retail commerce’s greater dependency on the state of the economy, we cannot rule out the possi- bility of a change in economic conditions impacting the Deutsche EuroShop Group’s business. Uncertainty driven by unclear political situations, economic fluctuations, the global economy and structural changes in the retail market are affecting demand for floor space, rent prices and contractual conditions. Insolvencies in the retail sector are also making their effect felt. According to the German Federal Statistical Office, the number of corporate insolvencies in Germany between January and November 2025 was 10.0 % higher than in the previous year. It is expected to remain at a high level in 2026. Thus, there is the risk that floor space is not rented or is rented at inadequate prices or excessively unfavourable conditions, for example with respect to lease terms, service charge apportionments or necessary construction cost subsidies. Low contributions to revenue from leasing and/or rising vacancy rates are also possible. Furthermore, the time required to negotiate new leases may extend beyond the planned timeframe. As a result, income and EBIT would turn out to be less than budgeted, and distributions to shareholders might have to be reduced due to the downturn in FFO. In addition, lower revenue may also affect compliance with loan conditions on existing financing arrangements as well as the terms of new financing and refinancing agreements. If the revenue for a property company is no longer sufficient to meet its interest and repayment obligations, this could lead to the loss of the entire property. The Deutsche EuroShop Group counteracts this risk by transferring leasing management to professional market leaders in asset management (currently ECE Marketplaces) as well as by keeping a close eye on the market with con- tinuous and early monitoring of upcoming regular or poten- tially expected unscheduled leasing. Furthermore, where enforceable on the market, the Deutsche EuroShop Group prefers to conclude medium- and long-term leases with proportionately high minimum rent agreements. Interest rates and energy costs influence demand for floor space, rental rates and the contractual conditions for new and renewed leases. The time required to re-let space has also increased compared with previous years. A longer re-letting period can also have a negative impact on valua- tions. Due to the continuing challenging economic and business environment, insolvency and re-letting risks remain ele- vated. We continue to assess the potential extent of loss as moderate, whilst the probability of occurrence remains high.
Deutsche EuroShop . Financial Report 2025 55 Risk of rent loss Management and cost risks The number of corporate insolvencies increased signifi- cantly towards the end of the 2025 financial year. Insolvency and deteriorating performance and credit ratings among tenants, which may be triggered by serious external political or economic shocks, may lead to defaults on leases and other financial burdens. In addition to the full rent, the risk of loss of rental income applies to apportionable ancillary costs as well as any legal and reinstatement costs; this would have a negative impact on EBIT. Defaults on leases may have an impact on compliance with loan covenants. Insolvency on the part of tenants, especially anchor tenants or shop chains, can moreover lead to increases in vacancy rates. Risk is reduced by carefully selecting tenants, regularly ana- lysing their retail sales trends and amounts outstanding, as well as adopting re-letting measures early on in the event of negative developments. As a rule, tenants also put up commensurate security deposits, which are able to offset some of the financial burden in the event of default. The requisite write-downs are recognised on the balance sheet in individual cases. These totalled €7,185 thousand in the 2025 financial year (previous year: €7,731 thousand). It is not possible to rule out higher write-downs in financial year 2026 in view of the structural change in bricks-and- mortar retail and depending on economic developments within the context of today’s challenging macroeconomic environment. These would have a negative impact on EBIT and FFO. Diverging from the previous year’s medium rating, the prob- ability of occurrence is now assessed as high. This is mainly due to the marked increase in corporate insolvencies. The potential extent of loss is considered moderate, in line with the previous year. Expenditure on investment projects and maintenance could turn out higher than budgeted based on our past experience. Differences may also materialise owing to external damage or loss, inaccurate assessment of maintenance require- ments, or deficiencies that are not identified or are identified too late. We reduce risks from cost overruns in current investment projects and maintenance measures by taking cost models for all identifiable risks into account in our cal- culations as a precautionary measure at the planning stage. In addition, more large-scale construction contracts are nor- mally only awarded on a fixed-price basis to general con- tractors with strong credit ratings. During the building phase, professional project management is assured by the compa- nies we commission. However, it is impossible to completely avoid cost overruns in individual cases. Long-term increases in energy prices, higher carbon costs and stricter legal requirements (e.g. carbon pricing and energy-efficiency standards) are driving up operating costs. In principle, a large portion of ancillary costs can be passed on to tenants, but a not inconsiderable portion remains with the landlord, so cost increases have a direct effect here. Indirectly, the burden from the cost increases can lead to payment difficulties for tenants or even to the termination of tenancies, resulting in potentially longer vacancy periods and necessary renovation measures. The share of non- allocable ancillary costs and necessary investments would therefore increase. To mitigate cost risk, particularly due to rising energy prices, our shopping centers are checked for energy efficiency. Economically sensible measures, such as installing photovoltaic systems, are also implemented. The complexity of the applicable court decisions and changes thereto could lead to corrections and objections in relation to ancillary costs, which in turn could lead to limits being enforced on passing the burden on to tenants and/or to sub- sequent reimbursements to the same. Besides financial losses, this could also affect tenant satisfaction. Continuous examination of ancillary cost invoicing based on current leg- islation minimises this risk. New changes in the law may also mean that additional costs cannot legally and/or eco- nomically be passed on in their entirety to tenants as ancil- lary costs going forward. Higher management costs would put EBIT under pressure and consequently reduce FFO, lowering the potential size of dividends.
56 Combined management report . Risk report We assess the potential extent of loss as medium, differing from the previous year’s low rating, while the probability of occurrence remains in the medium range. Financing risk As at the reporting date, the Group’s financing mainly con- sisted of long-term loan agreements and a long-term cor- porate bond, each with fixed interest rates. Refinancing is currently being negotiated for two shopping centers. No new financing or refinancing is planned until 2027. We are constantly monitoring the interest rate environment so as to be able to react appropriately to interest rate changes. Financing risk is mitigated by concluding long- term instruments with maturities or fixed interest periods generally in the order of five to ten years and fixed interest rates. Interest rate levels are materially determined by underlying macroeconomic and political conditions and therefore cannot be predicted by the Company. Geopolitical tensions and conflicts are making capital markets increas- ingly volatile and driving up the overall level of risk. There is a risk that refinancing for loans and corporate bonds may only be available at higher interest rates than before. This would negatively impact FFO. In order to secure refinancing on reasonable terms in the future — particularly for unsecured corporate bonds — it is essential for Deutsche EuroShop to maintain an Investment Grade rating. Any deterioration in this rating could adversely affect the conditions for refinancing maturing corporate bonds, which in turn would negatively impact FFO. The Deutsche EuroShop Group is required to comply with certain financial covenants (net loan-to-value ratio, net secured loan-to-value ratio, interest coverage ratio), report- ing obligations and other commitments in connection with the corporate bond. A failure to comply with these obliga- tions could trigger termination rights and payment obliga- tions relating to the corporate bond. Loan agreements also include covenants which must be met at a property or property company level. These include debt service cover ratios (DSCRs), interest cover ratios (ICRs), changes in rev- enue, the equity ratio, the leverage ratio and loan-to-value (LTV) ratios. These conditions, which are reviewed on a regular basis, could limit the Deutsche EuroShop Group’s ability to finance its future operating and capital needs as well as to pursue acquisitions and other business activities. The ability to meet these conditions is dependent on a num- ber of factors, some of which may be beyond the Group’s control, such as a downturn in the industry and real estate markets or the inaccuracy of assumptions used for long- term planning and forecasts. Failing to comply with a finan- cial covenant could have serious consequences for the Deutsche EuroShop Group. If subsidiaries of Deutsche EuroShop AG breach a financial covenant or another restrictive agreement, lenders could, under certain circum- stances, demand the early repayment of a specific per- centage of the loan amount, withhold funds, or terminate the respective financing agreement prematurely. An economic and financial crisis, the substantial indirect repercussions of geopolitical crises on the operations and cash flow of retail properties, as well as pronounced inten- sification of online competition or stricter regulation of the financial sector could lead to a significant deterioration of banks’ lending policies with respect to credit margins, financing terms and expiries, and loan conditions. These factors also have the potential to make it more difficult to issue bonds and alternative financing instruments. Insol- vencies of real estate companies could also have a negative impact on confidence in the real estate sector and therefore on banks’ lending practices and the capital market. The eventualities would negatively affect the earnings and finan- cial position of the Company and FFO. Under extreme cir- cumstances, the financing market could dry up altogether. The possibility cannot be completely excluded that, due for example to a deterioration in the results of operations of individual property companies or a change in lending policy, banks may not be prepared to provide refinancing. The Deutsche EuroShop Group responds to this financing risk by concluding long-term loan agreements, using the capital market, avoiding the accumulation over time of loan maturities, maintaining a robust corporate rating and observing appropriate debt ratios. Furthermore, the Group maintains long-term business relationships with a large number of capital market investors and investment, com- mercial and mortgage banks in its target markets in order to secure the best possible access to financing. Due to this volatility, the probability of occurrence has risen to medium in the current year (previous year: low). The potential extent of the loss related to this risk is considered medium (previous year: low), reflecting the larger volume of financial liabilities and the higher LTV.
Deutsche EuroShop . Financial Report 2025 57 Sustainability risks Germany has committed itself to achieving ambitious cli- mate targets as part of its Climate Action Programme 2030. The Climate Change Act (Klimaschutzgesetz) sets legally binding national climate targets and forms the core of the German government’s climate policy. Germany is aim- ing to be climate-neutral by 2045. Following a referendum in October 2025, Hamburg is now legally committed to achieving climate neutrality by 2040. This will have an impact on our shopping centres in Harburg and Billstedt. The real estate sector is a major energy consumer. Since nearly 40 % of global carbon dioxide emissions are caused by the construction and operation of buildings, owners of commercial properties face significant risks related to cli- mate change and potential future costs for reducing carbon dioxide emissions and other related environmental impacts. Ten shopping centers in the Deutsche EuroShop Group’s portfolio were built before the turn of the millennium, eleven afterwards. Even though the older shopping centers (median age: 24 years as of end of 2025) have largely been modern- ised and renovated, further investment will be required to meet stricter energy efficiency standards. The Deutsche EuroShop Group may be required to make substantial addi- tional investments in its shopping centers and implement the measures which are needed to achieve this goal. The shopping centers of the Deutsche EuroShop Group have been certified Gold by the German Sustainable Building Council (DGNB). One of our centers has achieved Platinum status. Changes to DGNB criteria may require us to invest further and make improvements to the shopping centers for future recertification. This could result in the Deutsche EuroShop Group incurring significant investment and mod- ernisation costs. The demand for properties that meet higher ESG standards may continue to rise. This could make it more difficult to sell or arrange financing for real estate in the future. The repu- tation of the Deutsche EuroShop Group may be damaged if it fails to implement ESG-related measures and/or comply with new energy efficiency standards, or fails to implement its ESG strategy by other means. In addition, decreased demand from banks and investors – who are increasingly looking for ESG-compliant assets – could prevent the Deutsche EuroShop Group from selling or financing shop- ping centers that do not meet these standards or have a significant negative impact on the sale prices or financing terms for non-compliant assets. Climate change and energy efficiency are becoming increasingly important for tenants, investors and visitors and causing them to change their behaviour. This has the potential to make individual sites more or less attractive. Through early analysis and the planning of necessary meas- ures in our shopping center properties, Deutsche EuroShop ensures that requirements and actions are implemented efficiently, on time, and at the appropriate scale with the support of expert asset managers and advisors. The meas- ures for this are successively and individually reviewed and evaluated as part of the maintenance cycles for the centers. Investment needs are included in long-term planning for the centers. This ensures that the further development of prop- erties is cost-efficient and spread out over time, with the use of public subsidies where available. The shopping centers were recertified by the DGNB, and the Deutsche EuroShop Group issued its first green bond in June of the reporting year in connection with the published Green Finance Framework. This demonstrates how effective the Deutsche EuroShop Group’s efforts have been in this area. The Deutsche EuroShop Group has further strengthened its sustainability strategy and introduced ESG policies that establish a clear and structured framework for responsible corporate governance and sustainable business practices. Regulations and external reporting requirements related to the EU Taxonomy have increased significantly in recent years. These requirements place demands on our internal control systems, governance, monitoring and mandated external reporting processes. In December of the reporting year, an agreement was reached at the EU level regarding the Omnibus I package, which reduces sustainability obli- gations for companies. The Deutsche EuroShop Group falls outside the scope of the Corporate Sustainability Reporting Directive (CSRD) because it does not meet the applicable thresholds. Because the Deutsche EuroShop Group is no longer subject to extensive CSRD reporting obligations and has been suc- cessful at implementing its sustainability strategy, we now consider the probability of occurrence to be low, unlike in the previous year, and the estimated extent of the financial loss is still estimated to be low.
58 Combined management report . Risk report Organisational risks Currency risk The Deutsche EuroShop Group’s activities are limited exclu- sively to the European Union’s economic area. Manageable currency risks arise in the case of the eastern European investment companies. These risks are not hedged because this is purely an issue of translation at the reporting date and is therefore not associated with any cash flow risks. The currency risk from operations is largely hedged by linking rents and loan liabilities to the euro. There is a risk that if the Hungarian forint, the Polish zloty or the Czech koruna were to plummet against the euro for an extended period of time, tenants would no longer be able to pay what would then be considerably higher rents denominated in a foreign currency. We continue to consider the likelihood of occurrence and the extent of loss as low. The Deutsche EuroShop Group has a lean organisational structure made up of an Executive Board and seven employ- ees. As a result, it relies heavily on external service provid- ers and specific individuals in key positions. The Deutsche EuroShop Group maintains contractual rela- tionships with service providers (such as center manage- ment companies) as part of its day-to-day business. All center management-related activities have been outsourced to ECE Marketplaces. ECE Marketplaces provides its services under independent service agreements with the property companies for each shopping center. Under these agree- ments, ECE Marketplaces is responsible for center manage- ment, including leasing based on standardised contracts, maintenance and repairs, accounting, contract-related and legal matters, in addition to technical planning and archi- tectural tasks. These center management contracts typically have a term of ten to 15 years, and are automatically extended by two to five years unless terminated. They pre- dominantly allow for the contract to be terminated for cause if the shopping center in question is sold to a third party. If ECE Marketplaces were to terminate all or a significant portion of these contracts, the Deutsche EuroShop Group would need to either insource its asset management needs and expand its own resources – likely leading to higher costs – or secure contracts covering the center management ser- vices and potentially other services provided by ECE with alternative service providers within a short timeframe and possibly under less favourable conditions. Given the small number of employees of Deutsche EuroShop AG, the Company is dependent on individual per- sons in key positions. The departure of these key staff would lead to a loss of expertise, and the recruitment and induction of new replacement personnel could temporarily impair day-to-day business. The shortage of skilled labour is getting worse, increasing the risk that replacements cannot be recruited within a reasonable time. This is being exacerbated by the fact that new hires have to meet higher standards in an increasingly complex market environment. This kind of impairment is kept as low as possible by means of rep- resentation policies and the documentation of material work processes. Because the talent shortage is growing and the market is becoming more complex, the probability of occurrence is now rated as medium, in contrast to the previous year. The estimated extent of the financial loss remains low.
Deutsche EuroShop . Financial Report 2025 59 The Company is not currently aware of any legal risks that could have a major impact on its assets or results of oper- ations. We continue to consider the likelihood of occurrence and the extent of loss as low. IT risk Deutsche EuroShop AG’s information system is based on a centrally managed network solution. Corrective and preven- tive maintenance of the system is carried out by an external service provider. A detailed access policy ensures that staff and external service providers are granted access exclu- sively to the systems they require for their work. A virus protection concept and permanent monitoring of data traf- fic with respect to hidden and dangerous content are designed to protect against external attacks. All data rele- vant to operations is backed up daily by remote backup and also regularly on multiple storage media. In the event of a hardware or software failure in our system, all data can be reproduced at short notice. We continue to consider the likelihood of occurrence and the extent of financial loss as low. Risk of damage Real estate properties are subject to the risk of total or par- tial ruin caused by external factors (e.g. damage from fire or flooding, vandalism, terror attacks), which can lead to repair costs and leasing defaults. These types of damage are hedged to the greatest possible extent by insurance pol- icies with insurers with a high credit rating. It is, however, conceivable that not all theoretically possible damage is adequately covered by insurance policies, or that this insur- ance coverage cannot be maintained on adequate terms in light of changing conditions in the insurance market, or that sufficient insurance protection will not even be offered. In addition, insurers may deny their services or a deterioration in the credit rating of an insurer may lead to potential defaults on payments in connection with the enforcement of insurance claims. In order to avoid damage, our properties are also actively secured by fire and burglary protection and anti-vandalism measures. We also face risks related to the increasing frequency of extreme weather events, such as severe storms, floods, heat waves and droughts. These have the potential to cause prop- erty damage, disrupt operations or increase our mainte- nance expenses. This would impact both our tenants and their customers, as well as the shopping center properties themselves. The risk of potential impacts such as damage is mitigated by arranging appropriate insurance coverage and taking preventive measures. We continue to consider the likelihood of occurrence and the extent of financial loss as low. Legal risk The concept for our business model is based on the current legal situation, administrative opinion and court decisions, all of which may, however, change at any time. For example, amendments to the Real Estate Transfer Tax Act or changes in the related administrative opinion could result in a retro- active tax liability related to share deals. In pandemics or other crisis situations, there is a risk of legislators acting quickly to enact new laws or amend existing laws that granted temporary relief to tenants in terms of their rental payment obligations during public authority-mandated, pan- demic-related business closures.
60 Combined management report . Opportunity report Opportunity report of our acquisition and holdings structures, our good repu- tation with banks and as a reliable partner in the real estate market, the Company is well positioned to be able to con- tinue to operate in the transactions market in such a way as to exploit opportunities going forward. Furthermore, the are opportunities to achieve better access to financing opportunities on the capital market. Additional attractive financing opportunities can lead to positive effects on EBT and FFO, especially in a market environment of ris- ing interest rates and a tendency towards stricter loan con- ditions. The Deutsche EuroShop Group forms part of a retail market undergoing dynamic structural transformation. While bricks- and-mortar retail faces challenges from growth in online retail, and many transformation processes are being initi- ated more actively, the strict boundaries between the online and offline shopping world continue to disappear. Even before the pandemic, however, there was a clear trend towards purely online retailers increasingly opening shops and branch networks or gaining access to bricks-and-mor- tar retail chains and their branch networks through acqui- sitions or joint ventures. This development is based on the expectation from customers that they will be able to buy all products online or offline depending on the situation. Lots of retailers had to accept that they were only able to gener- ate satisfactory revenue during the pandemic’s closure phase with an omni-channel sales approach, as this sales approach opens up new opportunities in the areas of cus- tomer contact and service and provides revenue growth potential. Attractive bricks-and-mortar retail spaces and thus also shopping centers will continue to play an impor- tant role in the transformation of the retail landscape to a largely integrated omni-channel distribution. This is evi- denced by the rapid and relatively significant recovery in customer footfall and tenant revenue in many segments following the reopening of stores after the lockdown. In addi- tion, bricks-and-mortar spaces are increasingly lending themselves to being used as local logistics hubs for fast and cost-efficient delivery services. Given the positioning of our shopping centers at prime loca- tions, broad sector diversification within the centers, the increasing link-up between the shopping centers and online retail, their conceptual adaptation with an emphasis on lei- sure, customer experience and meeting point aspects, and the increasing complementary importance of shop spaces for online retail, we see opportunities for further success even during the current accelerated phase of structural change. There are growth opportunities for Deutsche EuroShop AG, in keeping with its clearly defined, selective investment strategy, through the acquisition of further shopping centers or stakes therein and increase the Company’s earnings in the long term. Further external growth can also enhance the diversification effect in the Company’s holdings portfolio. Due to the great degree of flexibility in the implementation
Deutsche EuroShop . Financial Report 2025 61 Report of the Executive Board on relations with affiliated companies Pursuant to section 312 of the AktG, the Executive Board has prepared a report on relations with affiliated companies, which contains the following concluding statement: “I declare that, with regard to the legal transactions and other measures mentioned in the report on relationships with affiliated companies, and according to the circum- stances known to us at the time legal transactions were carried out or measures were taken or omitted, the Company received appropriate consideration for each legal transac- tion and was not disadvantaged by the fact that measures were taken or omitted.” Acquisition reporting Deutsche EuroShop AG shares are traded on the Stock Exchange in Frankfurt am Main and other exchanges. As at 31 December 2025, 77.2 % of the shares were held by Her- cules BidCo GmbH, which, based on voting agreements, belongs to Alexander Otto, among others (previous year: 76.4 %). With regard to disclosures concerning direct or indi- rect shareholdings that exceed 10 % of voting rights, please refer to the notes and the notes to the consolidated financial statements. Share capital amounted to €75,743,854 (previous year: €76,464,319) as of 31 December 2025 and is divided into 75,743,854 (previous year: 76,464,319) no-par-value regis- tered shares. As at 31 December 2024, Deutsche EuroShop AG held 720,465 treasury shares, which conferred no rights to the Company in accordance with Section 71b AktG. On 30 September 2025, the Supervisory Board approved a resolution of the Executive Board to cancel treas- ury shares. The capital reduction came into effect on 1 Octo- ber 2025. Since then, the share capital has amounted to €75,743,854, divided into 75,743,854 shares. Please refer to the information in the notes to the consolidated financial statements under section “13. Equity and reserves” in the notes to the consolidated financial statements. The notional value of each share in the share capital is €1.00. The appointment and removal of members of the Executive Board are governed by Sections 84 and 85 AktG and Article 7 of the Articles of Association. Pursuant to Article 7 (1) of the Articles of Association, the Executive Board shall consist of one or more persons; furthermore, the Supervisory Board shall determine the number of members of the Executive Board. Amendments to the Articles of Association are sub- ject to Sections 179 and 133 AktG and Article 13 of the Arti- cles of Association. Pursuant to Article 13 (4) of the Articles of Association, the Supervisory Board shall be authorised to resolve amendments and addenda to the Articles of Asso- ciation that relate solely to wording. By resolution of the Annual General Meeting on 29 August 2023, the Executive Board was authorised, with the approval of the Supervisory Board, to increase the Company’s share capital by up to a total of €38,232,159 in increments through individual or multiple issues of new no-par-value registered shares against cash and/or non-cash contributions before 28 August 2028 (Authorised capital 2023). As at 31 Decem- ber 2025, no use had been made of this authorisation. The Annual General Meeting held on 29 August 2023 author- ised the Executive Board to acquire treasury shares in the Company on the stock exchange before 28 August 2028 con- stituting up to 10 % of the share capital available on entry into force or – if this is lower – on exercise of the authorisa- tion. As at 31 December 2024, 720,465 treasury shares had
The Deutsche EuroShop Group does not currently have any other compensation agreements with members of the Exec- utive Board or other employees for the event of a change of control. The material provisions governing Deutsche EuroShop AG, which include a change of control clause for Deutsche EuroShop AG, primarily relate to the bond issue, credit facil- ities and loan agreements. In the event of a takeover, the relevant lenders may be entitled to terminate the instru- ments and where applicable demand immediate repayment. A takeover is defined as a third party taking control of Deutsche EuroShop AG; the takeover may also be made by a group acting jointly. 62 Combined management report . Acquisition reporting been repurchased on the stock exchange. This corresponds to 0.942 % of the share capital as at the reporting date. No further treasury shares were acquired in 2025. Effective 1 October 2025, 720,465 treasury shares were cancelled and the share capital was reduced accordingly. By resolution of the Annual General Meeting on 29 August 2023, the Executive Board was authorised, subject to approval of the Supervisory Board, to issue convertible bonds and/or bonds with warrants or a combination of such instruments on one or multiple occasions before 28 August 2028 with a total nominal value of up to €1.5 billion against cash contributions and/or contributions in kind, in particular against investments in other companies, and to grant the holders of the respective, equally privileged bonds conver- sion and option rights/obligations to new no-par-value shares in the Company up to a total of 38,232,159 shares as detailed in the terms and conditions for the bonds (“Bond conditions”). The bonds and the conversion and option rights/obligations can be issued with or without a term. The bonds may pay a fixed or variable rate of interest, in which case, as with a participating bond, the interest may also be dependent in full or in part on the level of the Company’s dividend (Conditional capital 2023). As at 31 December 2025, no use had been made of this authorisation. A change-of-control arrangement has been agreed with two employees. Under this arrangement, if and insofar as the Company informs them that they will no longer be employed in their current positions, these employees will have a spe- cial right of termination with a notice period of one month up to the end of the quarter, which will be valid for twelve months from the date the change of control takes effect. A change of control arises if Deutsche EuroShop AG merges with another company, if a public takeover bid has been made under the German Wertpapiererwerbs- und Übernah- megesetz (WpÜG – Securities Acquisition and Takeover Act) and has been accepted by a majority of shareholders, if the Company is integrated into a new group of companies, or if the Company goes private and is delisted. In the event of such termination of the employment relation- ship, these employees will receive a one-time payment amounting to three months’ gross salary multiplied by the number of years that they have worked for the Company, but limited to a maximum of 24 months’ gross salary.
Deutsche EuroShop . Financial Report 2025 63 Declaration of Conformity (Section 289f, Section 315d HGB) The combined declaration in accordance with Section 289f and Section 315d HGB on corporate governance and on the Corporate Governance Code is published on the Deutsche EuroShop AG website at: www.deutsche-euroshop.de/Inves- tor-Relations/Corporate-Governance/Declaration-of-Con- formity Reporting on the annual financial statements of Deutsche EuroShop AG As the Group managing company, Deutsche EuroShop AG is responsible for corporate strategy, portfolio and risk man- agement, financing and communication. As the holding com- pany, the economic development of Deutsche EuroShop AG depends primarily on the business development of the Group’s operating companies. Deutsche EuroShop AG also directly participates in and shares the opportunities and risks of the Group companies. Therefore, please also refer to the reporting on the Group in the sections “Macroeco- nomic and sector-specific conditions”, “Business develop- ment and overall comment on the Group’s financial situa- tion”, “Risk report” and “Opportunity report” in this combined management report. The annual financial statements of Deutsche EuroShop AG were prepared in accordance with the rules of the German Commercial Code (HGB), in compliance with the German Stock Corporation Act (AktG), while the consolidated finan- cial statements were prepared according to IFRS rules.
64 Combined management report . Reporting on the annual financial statements of Deutsche EuroShop AG Results of operations of Deutsche EuroShop AG (HGB) in € thousand Other operating income Personnel expenses Depreciation/amortisation and other operating expenses Investment income Financial gains/losses Earnings before taxes Taxes on income and earnings Net profit Profit brought forward Withdrawals from capital reserves Withdrawals from other retained earnings 01.01.- 31.12.2025 977 -2,853 01.01.- 31.12.2024 233 -2,399 -9,688 52,433 -13,123 27,746 21,383 49,129 50,781 12,361 92,639 -3,169 61,448 -9,330 46,783 2,047 48,830 202,672 0 0 Unappropriated surplus 204,910 251,502 Change in % 319 -19 -206 -15 -41 -41 945 1 100 100 ± 744 -454 -6,519 -9,015 -3,793 -19,037 19,336 299 -151,891 12,361 92,639 -46,592 expected, higher interest expense linked to the adjustment of the financing structure, and other operating expenses incurred in this regard. Income taxes rose from €2.0 million in the previous year to €21.4 million. Of this, €22.1 million relates to deferred taxes (previous year: €4.1 million) and €-0.7 million to taxes pay- able (previous year: €-2.0 million). Income from deferred taxes is related to the reduction in the corporation tax rate from 15 % to 10 %. The 2025 financial year was characterised by a lower level of income from investments, an increase in other operating expenses and a decline in financial income for Deutsche EuroShop AG. Other operating expenses decreased by €6.5 million com- pared to the previous year. The main drivers were commis- sion expenses and legal and consulting fees incurred in connection with the bond issued in June 2025. One of the Company’s main sources of income is investment income of €52.4 million (previous year: €61.4 million). This was €9.0 million below the previous year’s figure but above the forecast range of €31 million to €37 million published in the previous year. Investment income was better than planned, in particular due to lower expenses for investments in rental areas and maintenance. Financial income was burdened by interest expense of €12.2 million related to the bond that was issued in June of the reporting year. An impairment loss of €3.1 million was recognised on the investment in Saarpark Center Neunkirchen GmbH & Co. KG (previous year: €9.3 million). Income before tax amounted to €27.7 million, below the pri- or-year figure of €46,783 thousand but within the projected range of €25.0 million to €31.0 million. The decrease is attributable to investment income being higher than
65 Change ± 103,485 38 1,965 230,517 1,030 337,035 -151,593 7,862 502,842 -22,076 337,035 Deutsche EuroShop . Financial Report 2025 Net assets of Deutsche EuroShop AG (HGB) 31.12.2025 1,152,706 104 6,294 263,918 1,030 1,424,052 758,821 14,875 591,897 58,459 1,424,052 31.12.2024 1,049,221 66 4,329 33,401 0 1,087,017 910,414 7,013 89,055 80,535 1,087,017 in € thousand Financial investments Other non-current assets Receivables and other assets Cash and bank balances Prepaid expenses Assets Equity Provisions Liabilities Deferred tax liabilities Liabilities The increase in financial assets in the 2025 financial year was primarily attributable to additions arising from contri- butions to investees from bond proceeds, for the purpose of repaying the Norderstedt and Hameln loans and making a partial repayment of the Passau loan at property company level. This was offset by withdrawals from investees, which were equal to free liquidity, less the proportional net profits under commercial law in 2025 and write-downs of financial investments. Cash and cash equivalents primarily increased due to the bond issue. This effect was offset by deposits with investees and the distribution to shareholders. The dividend of €200.7 million approved at the Annual General Meeting in June 2025 reduced equity accordingly. At the same time, borrowing rose following the €500 million bond issue in June 2025. The equity ratio of Deutsche EuroShop AG fell to 53.3 % as a result (previous year: 83.8 %). It remains at a healthy level.
66 Combined management report . Reporting on the annual financial statements of Deutsche EuroShop AG Financial position of Deutsche EuroShop AG (HGB) in € thousand Net profit Cash distributions on investees recognised in equity Measurement of investments not affecting liquidity Non-cash expenses related to transaction costs Addition/reversal for deferred income taxes 1. Free cash flow from operating activities Outflows from additional mandatory contributions Outflows from loan disbursements 2. Outflows to investees Inflows/outflows from corporate bonds Inflows/outflows from bank loans 3. Inflows/outflows from financing activities 4. Other cash changes in the balance sheet 5. Acquisition of treasury shares 6. Dividend for the previous year Liquidity at the start of the year Cash changes in liquidity (subtotal 1. – 6.) Liquidity at the end of the year The free cash flow from operating activities of €119.7 million decreased compared to the previous year (€304.9 million). This was due to earnings from investments being lower than in the previous year and the additional liquidity distributions arising from the loan increases for Passau, Magdeburg and Hamm in the previous year. For the past financial year, the return on equity paid in of €758.8 million stood at 8.4 %, compared with 21.5 % in the previous year. Free cash flow per share fell from €4.01 to €1.58. Outflows to investees mainly relate to deposits made at sub- sidiaries for the purpose of the full repayment of the loans for Norderstedt and Hameln and the partial repayment of the loan for Passau using the proceeds of the bond issue. The bond issued in June of the reporting year generated cash inflows from financing activities of €493.9 million. Taking into account the cash changes in net working capital, liquidity came to €263.9 million at the end of the year. The Executive Board is very satisfied with the results of oper- ations, net assets and financial position in financial year 2025. 01.01.– 31.12.2025 49,129 84,570 3,074 5,000 -22,076 119,697 -183,517 -7,612 -191,129 493,855 0 493,855 8,815 0 -200,721 33,401 230,517 263,918 01.01.– 31.12.2024 48,830 250,801 9,331 0 -4,091 304,871 0 0 0 0 -341 -341 -2,150 -14,800 -346,609 92,430 -59,029 33,401 Forecast for Deutsche EuroShop AG (HGB) Management expects the following changes in the key per- formance indicators: income from investments of €43 mil- lion to €49 million, thus down significantly on 2025 (€52.4 million), and earnings before taxes of between €14 mil- lion and €20 million, also sharply lower than the figure seen in 2025 (€27.7 million) due to planned interest expense. We believe that we are still well positioned for financial year 2026 in spite of the scheduled lower income from invest- ments and the declining earnings before taxes. Hamburg, 26 March 2026
Deutsche EuroShop . Financial Report 2025 67 Forward-looking statements This combined management report contains forward-looking statements based on estimates of future developments by the Executive Board. The statements and forecasts represent estimates based on all of the information available at the current time. If the assumptions on which these statements and forecasts are based do not materialise, the actual results may differ from those currently forecast. Rounding and rates of change Percentages and figures stated in this report may be subject to rounding differences. The prefixes before rates of change are based on economic considerations: improvements are indicated by a plus (+); dete- riorations by a minus (-).
69 70 Consolidated balance sheet 72 Consolidated income statement 73 Consolidated statement of comprehensive income 74 Consolidated statement of changes in equity 76 Consolidated cash flow statement 77 Notes to the consolidated financial statements for financial year 2025
70 Consolidated financial statements . Consolidated balance sheet Consolidated balance sheet Assets in € thousand Notes 31.12.2025 31.12.2024 ASSETS Non-current assets Intangible assets Property, plant and equipment Investment properties Investments accounted for using the equity method Non-current assets Current assets Trade receivables Other current assets Cash and cash equivalents Current assets 7. 7. 8. 9. 10. 11. 12. 51,746 291 4,020,721 105,152 4,177,910 16,258 22,259 387,405 425,922 51,731 371 3,966,721 101,534 4,120,357 14,711 16,899 212,438 244,048 Total assets 4,603,832 4,364,405
Deutsche EuroShop . Financial Report 2025 71 Liabilities in € thousand EQUITY AND LIABILITIES Equity and reserves Subscribed capital Capital reserves Retained earnings Treasury shares Total equity Non-current liabilities Financial liabilities Deferred tax liabilities Limited partner contributions of non-controlling interests Other liabilities Non-current liabilities Current liabilities Financial liabilities Trade payables Tax liabilities Other provisions Other liabilities Current liabilities Notes 31.12.2025 31.12.2024 75,744 781,582 1,044,141 0 1,901,467 1,938,879 291,302 268,632 1,328 2,500,141 152,536 6,537 14,021 15,886 13,244 202,224 76,464 793,943 1,014,853 -720 1,884,540 1,795,909 350,887 261,156 4,715 2,412,667 12,465 7,349 16,876 12,669 17,839 67,198 13. 14. 16. 17. 15. 14. 15. 15. 18. 15. Total equity and liabilities 4,603,832 4,364,405
72 Consolidated financial statements . Consolidated income statement Consolidated income statement in € thousand Revenue Property operating costs Property management costs Write-downs and disposals of financial assets Net operating income (NOI) Other operating income Other operating expenses Earnings before interest and taxes (EBIT) Share in the profit or loss of associates and joint ventures accounted for using the equity method Interest expense Profit/loss attributable to limited partners Other financial expenses Interest income Financial gains/losses Measurement gains/losses Earnings before taxes (EBT) Taxes on income and earnings Consolidated profit Earnings per share (€), basic Earnings per share (€), diluted Notes 19. 20. 21. 10., 22. 23. 24. 9., 25. 26. 17. 27. 28. 29. 29. 01.01.- 31.12.2025 270,393 -34,051 -15,533 -7,185 213,624 01.01.- 31.12.2024 271,403 -31,350 -14,902 -7,731 217,420 10,937 -10,113 214,448 11,228 -62,617 -14,589 -2,739 4,626 -64,091 11,804 162,161 52,889 215,050 2.84 2.84 9,074 -10,189 216,305 16,581 -49,083 -14,397 -1,876 5,408 -43,367 -22,870 150,068 -26,554 123,514 1.62 1.62
Deutsche EuroShop . Financial Report 2025 73 Consolidated statement of comprehensive income in € thousand Consolidated profit Items which under certain conditions in the future will be reclassified to the income statement: Actual share of the profits and losses from instruments used to hedge cash flows Deferred taxes on changes in value offset directly against equity Total earnings recognised directly in equity Total profit Share of Group shareholders Notes 13. 13. 01.01.- 31.12.2025 215,050 01.01.- 31.12.2024 123,514 3,129 -531 2,598 217,648 217,648 3,298 -530 2,768 126,282 126,282
74 Consolidated financial statements . Consolidated statement of changes in equity Consolidated statement of changes in equity in € thousand 01.01.2024 Total profit Acquisition of treasury shares Dividend payments 31.12.2024 01.01.2025 Total profit Cancellation of treasury shares Withdrawals from capital reserves Dividend payments 31.12.2025 Notes Number of shares outstanding Subscribed capital Capital reserves 76,455,319 -711,465 75,743,854 75,743,854 0 13. 13. 13. 13. 13. 76,464 0 0 0 76,464 76,464 0 -720 0 0 75,743,854 75,744 793,943 0 0 0 793,943 793,943 0 0 -12,361 0 781,582
Deutsche EuroShop . Financial Report 2025 75 Other retained earnings Statutory reserve Cash flow hedge reserve Treasury shares 1,252,635 123,514 -14,089 -346,609 1,015,451 1,015,451 215,050 0 12,361 -200,721 1,042,141 2,000 0 0 0 2,000 2,000 0 0 0 0 2,000 -5,366 2,768 0 0 -2,598 -2,598 2,598 0 0 0 0 -9 0 -711 0 -720 -720 0 720 0 0 0 Total 2,119,667 126,282 -14,800 -346,609 1,884,540 1,884,540 217,648 0 0 -200,721 1,901,467
76 Consolidated financial statements . Consolidated cash flow statement Consolidated cash flow statement in € thousand Consolidated profit Income taxes Financial gains/losses Amortisation/depreciation of intangible assets and property, plant and equipment with a finite life Unrealised changes in fair value of investment property and other measurement gains/losses Distributions and capital repayments received Changes in trade receivables and other assets Changes in current provisions Changes in liabilities Cash flow from operating activities Interest paid Interest received Income taxes paid Net cash flow from operating activities Investments in investment properties Sale of investment properties Investments in intangible assets and property plant and equipment Cash flow from investing activities Assumption of financial liabilities Repayment of financial liabilities Repayment of lease liabilities Acquisition of treasury shares Payments to limited partners Payments to Group shareholders Cash flow from financing activities Net change in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Notes 28. 7., 24. 27. 9. 10., 11. 18. 15. 26. 28. 8. 8. 14., 29. 14. 15. 13. 17. 13. 12. 12. 01.01.- 31.12.2025 215,050 01.01.- 31.12.2024 123,514 -52,889 64,091 151 -11,804 7,610 -12,504 3,217 -15,595 197,328 -57,618 4,626 -11,409 132,927 -32,196 0 -86 -32,282 493,855 -208,518 -104 0 -10,190 -200,721 74,323 174,967 212,438 387,405 26,554 43,367 140 22,870 7,801 -4,441 -4,453 -7,265 208,087 -44,855 5,408 -8,207 160,433 -47,179 6,906 -15 -40,288 158,428 -30,520 -103 -14,800 -10,174 -346,609 -243,778 -123,633 336,071 212,438
Deutsche EuroShop . Financial Report 2025 77 Notes to the consolidated financial statements for financial year 2025 Principles underlying the consolidated financial statements 1. General disclosures The Group parent company is Deutsche EuroShop AG, Ham- burg, Germany. The Company’s head office is at Heegbarg 36, 22391 Hamburg, Germany. The Company is entered in the Hamburg Commercial Register (HRB 91799). Deutsche EuroShop AG focuses on acquiring, managing, using and selling investments of all kinds, and in particular investments in retail properties. The consolidated financial statements of Deutsche EuroShop AG have been prepared in accordance with the IFRS Accounting Standards (IFRS) issued by the Interna- tional Accounting Standards Board (IASB), including the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and the supplementary provisions of German commercial law required to be applied under Section 315e (1) of the German Commercial Code (HGB). All IFRS and IFRIC interpretations endorsed by the European Commission and required to be applied as at 31 December 2025 have been applied. The Executive Board prepared the consolidated financial statements as at 31 December 2025 on 26 March 2026 and forwarded them to the Supervisory Board for examination and approval. In addition to the consolidated balance sheet, consolidated income statement and consolidated statement of compre- hensive income, the consolidated financial statements com- prise the consolidated statement of changes in equity, the consolidated cash flow statement and the notes to the con- solidated financial statements. Amounts are mainly presented in thousands of €. A detailed list of the companies included in the consolidated financial statements forms part of the notes. The annual financial statements of the consolidated com- panies were prepared on 31 December 2025, the reporting date of the consolidated financial statements. 2. Basis of consolidation There was no change in the scope of consolidation compared with the previous year: FULLY CONSOLIDATED SUBSIDIARIES As at 01.01./31.12.2025 JOINT VENTURES INCLUDED IN ACCORDANCE WITH THE EQUITY METHOD As at 01.01./31.12.2025 ASSOCIATES INCLUDED IN ACCORDANCE WITH THE EQUITY METHOD As at 01.01./31.12.2025 Domestic¹ Abroad¹ 15 0 0 4 4 1 Total 19 4 1 ¹ Companies are allocated in accordance with the segment allocation based on the location of the respective shopping center. This may be different from the company domicile.
78 Consolidated financial statements . Notes to the consolidated financial statements for financial year 2025 Subsidiaries Associates The consolidated financial statements include the financial statements of the parent company and of the companies controlled by it. Deutsche EuroShop AG gains control when it: In accordance with IAS 28, where Deutsche EuroShop AG can exercise a significant influence but not control over com- panies, these investments are measured using the equity method. is in a position to take decisions affecting another Investees company, is exposed to fluctuating returns and reflows from this holding, and is able, by reason of its decision-making capacity, to influence such returns. At every reporting date, a new assessment is carried out to establish whether or not an investee is controlled, by refer- ence to whether circumstances indicate that one or more of these criteria have changed. Financial information of subsidiaries with signifi- cant non-controlling interests The Group holds a stake of 52.01 % in Main-Taunus-Zentrum KG, Hamburg, and exercises a controlling influence over the Company. The other 47.99 % of shares are in free float. As at the reporting date, the Company had non-current assets of €685,721 thousand (previous year: €670,721 thousand) and current assets of €27,528 thousand (previous year: €29,401 thousand). Non-current liabilities (excluding liabil- ities from non-controlling shareholders’ limited partnership contributions) totalled €220,765 thousand (previous year: €220,359 thousand), while current liabilities amounted to €4,085 thousand (previous year: €4,958 thousand). The com- pany generated revenue of €37,572 thousand (previous year: €35,845 thousand) and net profit for the year (after deduct- ing the profit/loss attributable to limited partners) of €16,390 thousand (previous year: €12,791 thousand). A div- idend of €8,599 thousand (previous year: €7,910 thousand) was paid to limited partners in the year under review. Joint ventures Joint ventures in which Deutsche EuroShop AG has a major- ity of the voting rights together with third parties are clas- sified as joint operations and are accounted for using the equity method. Investments over which Deutsche EuroShop AG has neither significant influence nor control are generally measured at fair value. In line with IFRS 9, for initial recognition of an investment, the Group has the irrevocable right to choose to record the fair value adjustment in other income as well. As at 31 December 2025, the Group had no investees. Shareholdings The list of shareholdings as required by Section 313 (2) HGB is attached as a note to the consolidated financial state- ments. The list of shareholdings also includes a conclusive list of all subsidiaries that meet the conditions of Section 264b HGB and have exercised the option of exemption from specific provisions regarding the preparation, auditing and disclosure of the annual financial statements or manage- ment report. 3. Consolidation methods Under the purchase method, the cost is eliminated against the parent company’s interest in the remeasured equity of the subsidiaries at the date of acquisition or initial consoli- dation. Any remaining excess of identified net assets acquired over cost of acquisition is recognised as goodwill in intangible assets. Any negative differences are recognised in income following a reassessment. Joint ventures and associates are measured using the equity method. The cost of acquiring the investment is recognised here in income at an amount increased or reduced by the changes in equity corresponding to the equity interest of Deutsche EuroShop AG. Intragroup transactions are eliminated as part of the con- solidation of intercompany balances, income and expenses.
Deutsche EuroShop . Financial Report 2025 79 4. Changes in accounting policies and valuation methods, estimates, assumptions, options and judgements Changes in accounting policies and valuation methods due to new accounting standards The following new or amended standards and interpreta- tions relevant for the business activities of the Group are not yet compulsory and have not been applied prematurely: Amendment/ Standard Expected date of application (EU) Expected amendment 01.01.2026 Contracts Refer- encing Nature-de- pendent Electricity (Amendments to IFRS 9 and IFRS 7) 01.01.2026 Amendments to the Classification and Measurement of Fi- nancial Instruments (Amendments to IFRS 9 and IFRS 7) Annual Improve- ments to IFRS Ac- counting Standards (Volume 11) 01.01.2026 Clarification of the “own use exemption” Option to use contracts for electricity from nature-dependent renewable energy sources as hedging instruments under certain conditions Additional disclosure requirements with regard to the effects of the contracts on financial performance and future cash flow assets using the SPPI criterion Changes to the classification of financial Definition of financial assets with Disclosure requirements for equity non-recourse features instruments that are measured at fair value and not recognised in profit or loss Hedge accounting by a first-time adopter (IFRS 1 – First-time Adoption of International Financial Reporting Standards) Disclosure of deferred difference between fair value and transaction price (IFRS 7 – Financial Instruments: Disclosures) Instruments) Lessee derecognition of lease liabilities; Transaction price (IFRS 9 – Financial Determination of a “de facto agent” (IFRS 10 Consolidated Financial Statements) Cost method (IAS 7 – Statement of Cash Flows) Impact on the net assets, financial position and results of operations or cash flow of Deutsche EuroShop AG No material impact No material impact No material impact
80 Consolidated financial statements . Notes to the consolidated financial statements for financial year 2025 Amendment/ Standard Expected date of application (EU) Expected amendment Presentation and Disclosure in Fi- nancial Statements (IFRS 18) 01.01.2027 income statement Categorisation requirements for the Elimination of disclosure options in the statement of cash flows for interest and dividends received and paid In the future, we will be required to use the new operating profit subtotal as the starting point for the indirect method of preparing statements of cash flows Requirements for notes related to management-defined performance measures (MPMs) and aggregation and disaggregation rules for the notes The comparative figures must be adjusted accordingly in the year of initial application Impact on the net assets, financial position and results of operations or cash flow of Deutsche EuroShop AG Under IFRS 18, entities with a “specified main business activity” are subject to specific rules covering the alloca- tion of expenses and income to the operating category. According to IFRS 18, this includes companies that in- vest in specific assets, particularly “investment property companies”. As the Deutsche EuroShop Group invests exclusively in shopping center properties (investment properties), it is subject to the “specified main business activity” provisions of IFRS 18. The Deutsche EuroShop Group is currently assessing how these amendments will impact its statement of financial position, income statement, cash flow state- ment and the accompanying notes to the consolidated financial statements. The most significant effects that we expect these changes to have on the consolidated financial statements are as follows: Income statement: Rental income from the investment properties will continue to be included in revenue, reflect- ing the Group’s specified main business activity. Measurement gains/losses include changes in the fair value of the investment properties and will be allocated to the operating category from now on. Interest income will be allocated to the investing category. The profit/loss attributable to limited partners (non-controlling interests) will be disclosed below the new “profit/loss” item in future. presented as a separate item. Statement of financial position: Goodwill will be Cash flow statement: Interest received and interest paid will be allocated to investing activities and financing activities, respectively. Disclosures: New disclosures will be added: (a) Performance metrics: Funds from operations, EPRA earnings, EPRA loan-to-value and EPRA net tangible assets; (b) Certain expenses by type, when expenses are presented by function in the income statement; (c) A reconciliation for each item in the income statement between the amounts presented in accordance with IFRS 18 and the amounts previously presented in accordance with IAS 1. In addition, further standards and interpretations were adopted which are not expected to have any impact on the Group. Estimates and assumptions are evaluated on an ongoing basis and are based on historical experience and other fac- tors, including expectations related to future events. Estimates and assumptions The preparation of the consolidated financial statements necessitates the use of estimates and assumptions. These affect the reported amounts of assets, liabilities and contin- gent liabilities as at the reporting date, as well as the rec- ognition of income and expenses during the reporting period. The actual amounts can differ from these estimates. The assumptions and estimates that may have the greatest impact on assets and liabilities are those which are used when calculating the market values of investment properties. Investment properties are valued in accordance with IAS 40 in conjunction with IFRS 13 using the discounted cash flow (DCF) method. Changes in market values are recognised in profit or loss under measurement gains/losses as well as indirectly under at-equity profit/loss. These changes have an impact on the earnings position of Deutsche EuroShop AG.
Deutsche EuroShop . Financial Report 2025 81 The valuation of investment properties involves a significant amount of uncertainty. The expected cash flows and the dis- count factor are particularly impactful parameters when it comes to valuation (for more details, see Section 8. Invest- ment Properties). Uncertain tax items for current and deferred taxes are sub- ject to estimates and assumptions regarding the occurrence of future events that may have an impact on the amount of tax expenses and tax liabilities. Deferred tax assets on loss carryforwards are recognised to the extent that it is proba- ble that future taxable profits will be available against which the loss carryforwards can be offset. At each reporting date, the assumptions and estimates regarding the probability of future taxable profits are reviewed with regard to offsetting against existing loss carryforwards. In addition, assumptions and estimates are made when determining useful lives and when recognising and meas- uring provisions. Options and judgements The following are the options and judgements that have the most significant effect on the amounts recognised in the financial statements. Investment properties are measured at their market value in accordance with IAS 40. Measuring investment properties at amortised cost would have a significant effect on carrying amounts and the corresponding income and expense items. The classification of an investment as an investment accounted for using the equity method is based on the assessment of significant influence or joint control, and may be a matter of judgement. The categorisation of financial assets and liabilities can be a matter of judgement. Judgement may be required with regard to revenue recog- nition in accordance with IFRS 15, which may affect the amount and timing of revenue. The consideration of termination and extension options when accounting for leases in accordance with IFRS 16 can be a matter of judgement. Assessing forward-looking information as part of the deter- mination of write-downs on receivables is subject to judge- ment. 5. Currency translation The reporting currency of the company is the euro (€). The companies located outside the eurozone that are included in the consolidated financial statements are treated as legally independent, but economically dependent, inte- grated companies. The reporting currency of these compa- nies is therefore different from the functional currency (€). Under IAS 21, annual financial statements prepared in for- eign currencies are translated using the functional currency method, with the result that the balance sheet is to be trans- lated as if the transactions had arisen for the Group itself, because the local currency of the integrated companies is deemed to be a foreign currency for these companies them- selves. Monetary values are therefore translated at the closing rate and non-monetary items at the rate that applied at the time of initial recognition. Non-monetary items to be reported at fair value are translated at the closing rate. Items in the consolidated income statement are translated at average rates for the year or, in the event of strong fluctuations, using the rate that applied on the date of the transaction. Any translation differences arising in the case of discrepancies between the translation rates of the balance sheet and con- solidated income statement are recognised in profit or loss.
82 Consolidated financial statements . Notes to the consolidated financial statements for financial year 2025 Translation was based on the following exchange rates: € 1 = Hungarian forint (HUF) Polish zloty (PLN) Czech koruna (CZK) 31.12.2025 31.12.2024 Closing rate Average rate 397.91 4.24 24.69 385.40 4.23 24.25 Closing rate Average rate 397.07 4.31 24.73 411.35 4.27 25.19 6. Significant accounting policies and valuation methods Revenue and expense recognition As a general rule, revenue from leasing the investment prop- erties is recognised on a straight-line basis over the term of the lease. Tenant incentives granted are distributed on a straight-line basis over the lease term and reduce revenue. When passing on operating costs, the Group acts as an agent for the service. The income from recharging is therefore netted with the corresponding expenses in the income state- ment. This does not include operating costs that are passed on and for which the tenants do not receive a separate service (property tax and building insurance). The proceeds received through the transfer of these expenses, which are included in the property operating costs, are recognised in revenue (unnetted recognition). Other revenue and other operating income are recognised once the relevant service has been rendered or once the risk has passed to the customer. Other operating expenses are recognised once the service has been utilised or at the time when they are booked through profit and loss. Interest income and expense are accrued. Determination of fair values The Group regularly reviews the determination of fair values for financial and non-financial assets and liabilities. It also conducts a regular assessment of significant, non-observ- able input factors and carries out valuation adjustments. When determining the fair value of an asset or liability, the Group uses observable market data wherever possible. Based on the input factors used in the valuation techniques, the fair values are categorised into different levels of the fair value hierarchy in accordance with IFRS 13: Level 1: Fair values determined using quoted prices in active markets. Level 2: Fair values determined using valuation methods where the input factors relevant for the fair value are based on directly or indirectly observable market data. Level 3: Fair values determined using valuation methods where the input factors relevant for the fair value are based on unobservable market data. In the case of assets or liabilities that are recognised at fair value on a regular basis, it is determined based on a reas- sessment at the end of the financial year whether reclassi- fications took place between the hierarchical levels. In finan- cial year 2025, as in the previous year, no reclassifications were made between the hierarchical levels. Intangible assets Intangible assets include acquired software and software licenses of Deutsche EuroShop AG and goodwill. Software additions are measured at cost. These are amor- tised at 33 % using the straight-line method over the expected useful life of three years. The method of depreci- ation and the depreciation period are reviewed annually at the end of each financial year. Goodwill within the context of a company takeover arose as a positive difference between the fair value of the assets, liabilities and contingent liabilities at the time of acquisition as well as the deferred taxes of the acquired company and the consideration paid for it by the Group. Goodwill is not subject to amortisation.
Deutsche EuroShop . Financial Report 2025 83 Property, plant and equipment Investment properties Property, plant and equipment is reported at cost, less depreciation and, where applicable, impairment charges. Operating and office equipment comprises office equipment, tenant fixtures, fittings and technical equipment belonging to Deutsche EuroShop AG, and is depreciated using the straight-line method over three to 13 years. The method of depreciation and the depreciation period are reviewed annu- ally at the end of each financial year. Property, plant and equipment also includes right-of-use assets under leases. Impairment losses on intangible assets and property, plant and equipment The value of the goodwill is reviewed at least once a year (as at 31 December) at the level of the cash-generating units of the Group to which goodwill was allocated at the time of acquisition. The impairment loss test as at 31 December 2025 did not result in a need for write-downs, as in the pre- vious year. For intangible assets with finite useful lives as well as for property, plant and equipment, the value is only reviewed if there are actual indications of impairment. An impairment loss is recognised in income in measurement gains/losses provided that the recoverable amount of the assets is lower than the carrying amount. The recoverable amount is the higher value from the fair value less costs of disposal and value in use. In the financial year, there were no indications of impairment for intangible assets with finite useful lives or for property, plant and equipment. Under IAS 40, investment property must initially be meas- ured at cost at the date of acquisition. Property that is under construction and that is intended to be used as investment property following its completion also falls under the scope of IAS 40. Property held as a financial investment can either be recognised at amortised cost (cost model) or using the fair-value model. Subsequently, all properties must be measured at their fair value and the annual net changes recognised in income under measurement gains/losses (recurring fair value measurement). Investment property is property held for the long term to earn rental income or capital gains. Under IAS 40, investment property measured using the fair value model is no longer depreciated. Borrowing and initial rental costs that are directly attribut- able to the acquisition, construction or production of a qual- ifying asset are included in the cost of that asset until the time at which the asset is largely ready for its intended use. Income realised from the temporary investment of specifi- cally borrowed funds up to the point when these are used to obtain qualifying assets is deducted from the capitalisa- ble costs of these assets. General administrative costs are not added to the costs of these assets. All other borrowing costs are recognised in income in the period in which they occur. Maintenance measures relating to property, plant and equipment are recognised as an expense in the financial year in which they occur.
84 Consolidated financial statements . Notes to the consolidated financial statements for financial year 2025 Non-current assets held for sale Financial instruments The classification of real estate as non-current assets held for sale requires that the real estate is available for sale in its present condition and that the sale is highly probable and expected to occur within twelve months. A sale is considered highly probable when the plan to sell has been decided, the necessary approvals have been obtained and the marketing process has begun. Investment properties reported in the balance sheet under non-current assets held for sale must be measured at fair value in accordance with IAS 40. Financial assets and liabilities are recognised in the consol- idated balance sheet when the Group becomes a party to the contractual provisions governing the financial instru- ment. Financial instruments are allocated to an IFRS 9 measure- ment category when they are recognised for the first time. With financial assets, the measurement category is depend- ent on the cash flow property of the financial instrument and the business model of the Group which holds the finan- cial asset. Group as lessee Receivables and other current assets The Group assesses at inception whether an agreement is a lease or not according to IFRS 16 and, for the term of pro- vision, recognises an asset for the right of use granted and a lease liability. Initial measurement of the right of use and lease liability is at the present value of the lease payments to be made. Discounting is at the Group’s marginal borrow- ing rate. Subsequently, the right of use is amortised on a straight-line basis over the term of the lease, and the lease liability is reduced by the lease payments made and increased by the interest accrued on the portion not yet repaid. Government grants To mitigate the effects of the coronavirus pandemic, the Group applied for bridging assistance III in the amount of €2.0 million in 2022. The bridging assistance III applied for must be recognised in profit or loss as a government grant if there is reasonable assurance that the Group will comply with the conditions attached to the grant and that the grant will be received. The income from the grant is shown under other operating income and the receivable under other assets. The application was approved and paid in mid-Feb- ruary 2022. The final accounts for the assistance awarded were submitted in October 2023 and approved in June 2025. Receivables and other current assets are recognised at amortised cost less write-downs. As a general rule, the Group applies the simplified approach permitted under IFRS 9 and measures the write-down on the basis of the credit losses expected over the life of the asset. Limited partner contributions of non-controlling interests The distinction between equity and liabilities under interna- tional accounting standards is set out in IAS 32 Financial Instruments: Presentation. In accordance with this standard, the equity interests of third-party shareholders in commer- cial partnerships are reclassified as liabilities due to the shareholders’ potential right of redemption. According to Sections 131 et seq. HGB, shareholders in commercial part- nerships have an ordinary legal right of termination of six months with effect from the end of the financial year, which the shareholders’ agreement can define from a long-term perspective, but cannot exclude. As a result of this stipula- tion, a liability rather than equity was recognised in the bal- ance sheet. This liability must be measured at the repayment amount.
Deutsche EuroShop . Financial Report 2025 85 Financial liabilities Deferred taxes In accordance with IAS 12, deferred taxes are recognised for all deductible temporary differences between the tax accounts and the IFRS balance sheet. Measurement is based on the tax rates that are expected to apply in the period in which the temporary differences are realised, according to the tax rates and regulations that are valid on the balance sheet date or will be valid in the near future. At present, deferred taxes are primarily formed on the differences between the IFRS carrying amounts of the properties and financial liabilities and their carrying amounts for tax pur- poses. For domestic entities, a corporation tax rate of between 10 % and 15 % was applied, depending on the period in which the temporary differences will be realised, together with a solidarity surcharge of 5.5 % and, where applicable, a trade tax rate of 16.45 %. A tax rate of 9 % was applied for Hungarian taxes, 19 % for Polish taxes, 21 % for Czech taxes and 23 % for Austrian taxes. In accordance with IAS 12.74, deferred tax assets on existing loss carryforwards are offset against deferred tax liabilities. Other provisions Under IFRS, other provisions may only be recognised if a present obligation exists towards a third party and payment is more likely than not. Non-current provisions are dis- counted. Treasury shares Treasury shares were deducted directly from equity with the consideration paid, which included directly attributable ancillary acquisition costs. The nominal amount of €1.00 per share was deducted from the subscribed capital, and the premium on the nominal amount was recognised as a reduc- tion in other retained earnings. Effective 1 October 2025, the treasury shares were cancelled and the share capital was reduced accordingly. Financial liabilities – comprising primarily bank loans and overdrafts, and corporate bonds – are measured at fair value on initial recognition, taking into account directly attributa- ble transaction costs and any premiums or discounts. This corresponds to cost. Subsequently, financial liabilities are measured and reported at amortised cost using the effective interest method. Trade payables Trade payables are recognised at their repayment amount. Other liabilities Other liabilities are recognised at amortised cost. Cash and cash equivalents Cash and cash equivalents include cash and bank balances (terms of up to three months) at their principal amounts. Derivative financial instruments Interest rate hedges were recognised at fair value (recurring fair value measurement) under “Other assets” or “Other liabilities”. Changes were recognised directly in equity, provided that the conditions of the underlying and hedge transaction were identical. The effectiveness of the hedging measures was verified regularly using the degree of har- mony between the contract terms for the hedged item and the hedge (critical term match). If the effectiveness between the hedged item and the hedge did not exist, the hedge was measured as a derivative at fair value in profit or loss. Pres- ent value was calculated based on discounted cash flows using current market interest rates. In the reporting year, the remaining interest-rate hedges were terminated early as a result of the repayment of the underlying loans. Investments accounted for using the equity method Investments in associates and joint ventures are initially recognised at cost in the balance sheet and adjusted by changes in the Group’s share of the equity of the associate/ joint venture after the date of acquisition. At every reporting date, the Group reviews whether there are indications that the shares are impaired in relation to the amortised carrying amounts.
86 Consolidated financial statements . Notes to the consolidated financial statements for financial year 2025 Notes to the consolidated balance sheet 7. Intangible assets and property, plant and equipment in € thousand Acquisition cost as at 01.01. Addition from right-of-use assets (IFRS 16) Additions Disposals As at 31.12. Write-downs as at 01.01. Additions Disposals As at 31.12. Carrying amount as at 01.01. Carrying amount as at 31.12. Goodwill Software licenses Operating and office equipment 2025 2024 2025 2024 2025 2024 53,867 53,867 148 148 1,381 1,343 0 0 0 0 0 0 53,867 53,867 -2,148 0 0 -2,148 51,719 51,719 -2,148 0 0 -2,148 51,719 51,719 0 29 0 177 -136 -14 0 -150 12 27 0 0 0 148 -125 -11 0 -136 23 12 0 57 0 36 45 -43 1,438 1,381 -1,010 -137 0 -1,147 371 291 -894 -129 13 -1,010 449 371 The goodwill arose from deferred tax liabilities for the real estate assets that had to be recognised at the time of the initial consolidation (29 March 2017) of Olympia Brno. The goodwill is considered recoverable as long as the current regulatory and tax framework is still in place in the event of disposal. As at the reporting date, operating and office equipment included right-of-use assets under leases amounting to €202 thousand (previous year: €305 thousand). These result mainly from the rental of office space and the leasing of cars. 8. Investment properties in € thousand Carrying amount as at 01.01. Disposals Change in rental incentives Recognised construction measures Unrealised changes in fair value Carrying amount as at 31.12. 2025 3,966,721 0 6,923 32,196 14,881 4,020,721 2024 3,947,021 -6,300 4,744 47,179 -25,923 3,966,721 Investment properties continue to include a capitalised leasehold of €322 thousand. The annual ground rent of €10 thousand payable for this is charged to a tenant in the same amount. The unrealised changes in market value relate to apprecia- tion and depreciation in accordance with IAS 40. The fair values of the properties in the period under review as at 31 December 2025 were determined by appraisers from Jones Lang LaSalle GmbH (JLL) in accordance with
Deutsche EuroShop . Financial Report 2025 87 the guidelines of the Royal Institution of Chartered Survey- ors (RICS). As in previous years, the discounted cash flow method (DCF) was used. The compensation contractually fixed for the appraisal reports prior to preparation of the appraisals is independent of the measurement gains/losses. The DCF method entails the calculation of the present value of future cash flows from the property in question as at the valuation date. In addition, the net income from the property in question is determined over a detailed planning period of (usually) ten years and a discount rate applied. A residual value is forecast for the end of the ten-year detailed planning phase by capitalising the stabilised cash flows of the last budgeted year using an interest rate (capitalisation interest rate). In a second step, the residual value is discounted back to the measurement date. JLL applied the equated yield model in order to arrive at the discount and capitalisation interest rates. The capitalisation interest rate was derived for each property individually from initial rates of return from comparable transactions. At the same time, such determinants of value as inflation and changes in rent and costs were implicitly taken into account in the capitalisation interest rate. The risk profile specific to each property was also adjusted by reference to the relevant individual indicators. Examples of such indicators include the quality of the property’s location and position, market trends and developments in the competitive environment. JLL likewise derived the discount interest rates from com- parable transactions, albeit subject to adjustments for pro- jected increases in rent and costs, since these had been explicitly shown in the relevant cash flow. JLL applied the same methods in valuing domestic and foreign real proper- ties. The disposal in the previous year resulted from the sale of a property in Poland. The following overview shows the key assumptions used by JLL to determine the market values: Valuation parameters 31.12.2025 31.12.2024 in % Rate of rent increases Cost ratio Discount rate Capitalisation interest rate Domestic 1.64 11.50 7.01 5.74 Abroad 0.63 6.41 7.82 6.13 Total 1.43 10.46 7.18 5.82 Domestic 1.67 13.10 6.90 5.70 Abroad 0.93 7.50 7.63 5.96 Total 1.52 11.96 7.05 5.75 A 25 or 100 bp change in a material parameter (sensitivity analysis) of real estate appraisals would have the following pre-tax impact on measurement gains/losses (including the share attributable to at-equity consolidated companies): The rental growth rate reflects the weighted average across the property portfolio. The European and global economy may continue to be affected by geopolitical tensions and conflicts. Heightened uncertainties around trade policies, trade conflicts and polit- ical changes may further jeopardise overall economic growth. Conditions on the property markets may be adversely affected by this, particularly in conjunction with inflationary pressure and rising market interest rates. This can trigger changes in market value. All changes in value are monitored continuously and incorporated into future reporting.
88 Consolidated financial statements . Notes to the consolidated financial statements for financial year 2025 Sensitivity analysis – valuation parameters – Domestic – 31.12.2025 Rate of rent increases Cost ratio Discount rate Capitalisation interest rate Basis 1.64 11.50 7.01 5.74 Change in parameter + 0.25 percentage points - 0.25 percentage points + 1.00 percentage points - 1.00 percentage points + 0.25 percentage points - 0.25 percentage points + 0.25 percentage points - 0.25 percentage points in € million 99.1 -90.6 -33.8 34.6 -55.6 58.2 -77.2 85.4 Sensitivity analysis – valuation parameters – Abroad – 31.12.2025 Rate of rent increases Cost ratio Discount rate Capitalisation interest rate Basis 0.63 6.41 7.82 6.13 Change in parameter + 0.25 percentage points - 0.25 percentage points + 1.00 percentage points - 1.00 percentage points + 0.25 percentage points - 0.25 percentage points + 0.25 percentage points - 0.25 percentage points in € million 20.5 -19.0 -8.0 9.0 -14.0 14.0 -17.5 20.0 Sensitivity analysis – valuation parameters – Total – 31.12.2025 Rate of rent increases Cost ratio Discount rate Capitalisation interest rate Basis 1.43 10.46 7.18 5.82 Change in parameter + 0.25 percentage points - 0.25 percentage points + 1.00 percentage points - 1.00 percentage points + 0.25 percentage points - 0.25 percentage points + 0.25 percentage points - 0.25 percentage points in € million 119.6 -109.5 -41.8 43.6 -69.6 72.2 -94.7 105.4 in % 3.3 -3.0 -1.1 1.1 -1.8 1.9 -2.6 2.8 in % 2.6 -2.4 -1.0 1.2 -1.8 1.8 -2.2 2.6 in % 3.2 -2.9 -1.1 1.2 -1.8 1.9 -2.5 2.8
Deutsche EuroShop . Financial Report 2025 89 In the previous year, changing the parameters led to the following results: Sensitivity analysis – valuation parameters – Domestic – 31.12.2024 Rate of rent increases Cost ratio Discount rate Capitalisation interest rate Basis 1.67 13.10 6.90 5.70 Change in parameter + 0.25 percentage points - 0.25 percentage points + 1.00 percentage points - 1.00 percentage points + 0.25 percentage points - 0.25 percentage points + 0.25 percentage points - 0.25 percentage points in € million 98.3 -92.6 -35.4 32.0 -56.7 53.6 -79.8 83.8 Sensitivity analysis – valuation parameters – Abroad – 31.12.2024 Rate of rent increases Cost ratio Discount rate Capitalisation interest rate Basis 0.93 7.50 7.63 5.96 Change in parameter + 0.25 percentage points - 0.25 percentage points + 1.00 percentage points - 1.00 percentage points + 0.25 percentage points - 0.25 percentage points + 0.25 percentage points - 0.25 percentage points in € million 24.0 -21.0 -7.5 8.5 -14.0 14.0 -17.5 20.0 Sensitivity analysis – valuation parameters – Total – 31.12.2024 Rate of rent increases Cost ratio Discount rate Capitalisation interest rate Basis 1.52 11.96 7.05 5.75 Change in parameter + 0.25 percentage points - 0.25 percentage points + 1.00 percentage points - 1.00 percentage points + 0.25 percentage points - 0.25 percentage points + 0.25 percentage points - 0.25 percentage points in € million 122.3 -113.6 -42.9 40.5 -70.7 67.6 -97.3 103.8 in % 3.3 -3.1 -1.2 1.1 -1.9 1.8 -2.7 2.8 in % 3.1 -2.8 -1.0 1.1 -1.8 1.8 -2.3 2.6 in % 3.3 -3.0 -1.1 1.1 -1.9 1.8 -2.6 2.8
90 Consolidated financial statements . Notes to the consolidated financial statements for financial year 2025 Over the forecast period, rents were assumed to increase on average over the long term at 1.43 % (previous year: 1.52 %). On average, management and administrative costs at 10.46 % (previous year: 11.96 %) were deducted from the forecast rents. This resulted in an average net income of 89.54 % (previous year: 88.04 %). Actual management and administrative costs (excluding write-downs) amounted to 18.3 % of rental income in the year under review (previous year: 17.0 %). The appraisal showed that, for financial year 2025, the real real estate portfolio had a net initial yield before deduction of transaction costs of 6.60 %, compared with the prior-year figure of 6.61 %, and a net initial yield after transaction costs of 6.22 %, following 6.24 % in the previous year. The real estate value includes outstanding tenant incentives granted and still to be distributed over the term of the rental agreements amounting to €41,577 thousand (previous year: €34,654 thousand). 9. Investments accounted for using the equity method in € thousand 2025 2024 Carrying amount as at 01.01. Distributions and capital repayments received Share of profit/loss Additions Carrying amount as at 31.12. 101,534 92,741 -7,610 11,228 0 -7,801 16,581 13 105,152 101,534 Joint ventures in which Deutsche EuroShop AG has a major- ity of the voting rights together with third parties are included in the consolidated financial statements in accordance with the equity method. They are important for the Group as a whole and operate shopping centers. The following shows details and disclosures in accordance with IFRS 13 for the hierarchical levels of the fair values of the Group’s investment properties as at 31 December 2025: The addition in the previous year relates to an immaterial holding in a general partner limited liability company (GmbH). IFRS 13 hierarchy levels in € thousand Investment properties Level 1 Level 2 Level 3 0 0 4,020,721 There were no changes between the hierarchy levels between 2024 and 2025. The properties are predominantly secured by mortgages. There were secured financial liabil- ities in the amount of €1,593,730 thousand (previous year: €1,808,374 thousand) and unsecured liabilities from com- pany bonds totalling €492,938 thousand (previous year: €0 thousand). The rental income of the properties valued in accordance with IAS 40 was €270,393 thousand (previous year: €271,403 thousand). Directly associated operating expenses to €49,584 thousand (previous year: €46,252 thousand). (excluding write-downs) amounted
Deutsche EuroShop . Financial Report 2025 91 The joint ventures material to the overall Group posted the following asset and liability items and income items for the reporting year. The values do not correspond to the share attributable to the Group, but the total amounts: in € thousand Non-current assets Current assets of which cash and cash equivalents Non-current liabilities of which financial liabilities Current liabilities of which financial liabilities Revenue Net interest income EBT (excluding measurement gains/losses) Measurement gains/losses Taxes on income and earnings Net loss/profit for the year Other income Total profit EKZ Eins Errichtungs- und Betriebs Ges.m.b.H. & Co OG, Einkaufs-Center Arkaden Pecs G.m.b.H. & Co. KG, Vienna¹ Hamburg² 31.12.2025 218,923 3,919 2,773 84,926 84,926 2,384 580 31.12.2024 213,908 4,338 3,453 85,971 85,970 2,570 567 31.12.2025 106,026 5,489 4,166 0 0 36,743 24,450 31.12.2024 104,026 6,282 3,817 24,450 24,450 12,497 600 14,775 -1,931 10,706 4,570 0 15,276 0 15,276 13,899 -1,861 10,186 9,612 0 19,798 0 19,798 10,281 -707 7,578 655 -1,053 7,180 0 7,180 10,054 -736 8,075 6,851 -1,562 13,364 0 13,364 ¹ ² Includes the figures for the immaterial joint venture CAK City Arkaden Klagenfurt KG, Hamburg. The equity method valuation was €882 thousand (previous year: €909 thousand), while profit/loss came to €-46 thousand (previous year: €24 thousand). Includes the figures for the immaterial joint venture Einkaufs-Center Arkaden Pecs Verwaltungs G.m.b.H., Hamburg. The equity method valuation was €26 thousand (previous year: €26 thousand), while profit/loss came to €-1 thousand (previous year: €1 thousand).
92 Consolidated financial statements . Notes to the consolidated financial statements for financial year 2025 Under the equity method, the joint ventures changed as fol- lows in the period under review: EKZ Eins Errichtungs- und Betriebs Ges.m.b.H. & Co OG, Vienna Einkaufs- Center Arkaden Pecs G.m.b.H. & Co. KG, Hamburg 60,119 9,899 32,622 6,682 5,093 4,038 4,806 0 -5,165 64,853 7,638 3,425 13 -2,636 36,681 3,590 5,353 3,789 2,285 -4,725 328 -2,885 67,766 37,386 in € thousand Equity method valua- tion as at 01.01.2024 Share of profit/loss of which EBT (excl. meas- urement gains/ losses) of which meas- urement gains/ losses Addition Deposits/withdrawals Equity method valua- tion as at 31.12.2024 Share of profit/loss of which EBT (excl. meas- urement gains/ losses) of which meas- urement gains/ losses Deposits/withdrawals Equity method valua- tion as at 31.12.2025 10. Trade receivables in € thousand 2025 2024 Receivables result primarily from rental invoices and ser- vices for which charges are passed on. The trade receivables recognised at the reporting date are partially protected by means of guarantees, cash security deposits and letters of comfort. The measurement of receivables as at 31 December 2025 and the derecognition of receivables during the year resulted in total expenses of €7,185 thousand (previous year: €7,731 thousand). 11. Other current assets in € thousand Other receivables from tenants Cash deposits Receivables from insurance claims Value added tax receivables Prepaid center marketing costs Other current assets 31.12.2025 31.12.2024 7,258 4,054 1,647 261 146 8,893 22,259 3,787 3,906 609 586 691 7,320 16,899 Other receivables from tenants mainly comprise receivables for heating and ancillary costs. Receivables in € thousand Trade receivables Total 16,258 (14,711) 22,259 (16,899) 38,517 up to 1 year 16,139 (14,697) 22,259 (16,899) 38,398 over 1 year 119 (14) 0 (0) 119 (31,610) (31,596) (14) Trade receivables as at 31.12. 32,555 29,831 Other assets Write-downs as at 01.01. Utilisation Change in write-downs for expected losses -15,120 2,773 -12,532 1,388 (Previous year’s figures) Write-downs as at 31.12. -16,297 -15,120 16,258 14,711 -3,950 -3,976 Trade receivables (after write-downs) were mainly overdue as at the reporting date. As in the previous year, other assets were not overdue as at the reporting date.
Deutsche EuroShop . Financial Report 2025 93 12. Cash and cash equivalents in € thousand Current accounts Short-term deposits/ time deposits Cash 31.12.2025 317,603 31.12.2024 115,437 69,800 2 97,000 1 387,405 212,438 The significant year-on-year rise in cash and cash equiva- lents is related to the proceeds from the green bond issued in June 2025 after repayments of existing loans. Fixed-rate deposits/time deposits had and have a short- term investment duration of less than three months. 13. Equity and reserves Changes in equity are presented in the statement of changes in equity. The share capital amounts to €75,743,854 (previous year: €76,464,319) and is allocated to 75,743,854 (previous year: 76,464,319) no-par value registered shares. All shares have been issued in full and have been fully paid up. As at 31 December 2024, Deutsche EuroShop AG held 720,465 treasury shares, which confer no rights to the Company in accordance with Section 71b AktG. On 30 September 2025, the Supervisory Board approved a resolution of the Execu- tive Board to cancel the treasury shares. The capital reduc- tion came into effect on 1 October 2025. Since then, the share capital has amounted to €75,743,854, divided into 75,743,854 shares. The notional value of each share in the share capital is €1.00. The Annual General Meeting held on 29 August 2023 author- ised the Executive Board to acquire treasury shares in the Company on the stock exchange before 28 August 2028 con- stituting up to 10 % of the share capital available on entry into force or – if this is lower – on exercise of the authorisa- tion. The intended use of the treasury shares acquired on the basis of this authorisation can be found in the resolution on item 10 of the agenda of the Annual General Meeting of 29 August 2023. The shares can be used, among other things, as part of business combinations and company acquisitions exclusive of shareholders’ subscription rights or sold to third parties for cash at a price that is not signif- icantly lower than the stock market price at the time of sale. The shares may be promised and transferred by the Super- visory Board to the members of the Company’s Executive Board within the framework of determining the variable remuneration; they may also be redeemed without any fur- ther resolution by the Annual General Meeting. The Company may not use the authorisation for purposes of trading in treasury shares. At no time may the acquired shares, together with the treasury shares already held by the Com- pany or attributable to it pursuant to Sections 71d and 71e AktG, account for more than 10 % of the Company’s share capital. In exercising this authorisation, the Executive Board of Deutsche EuroShop AG resolved a share buy-back pro- gramme with the approval of the Supervisory Board on 18 December 2023. Under this programme, up to 750,000 shares (corresponding to around 1.0 % of the Com- pany’s share capital) are to be bought back in the period from 21 December 2023 to 20 December 2024. The maxi- mum volume of the share buy-back programme (acquisition costs excluding incidental acquisition costs) has been set at €15.0 million. In the period from 21 December 2023 to 11 December 2024, 720,465 treasury shares were repur- chased on the stock market at an acquisition price (exclud- ing incidental acquisition costs) of €15.0 million for an aver- age price of €20.82 per share. This corresponds to €720,465 or 0.942 % of the share capital as at the reporting date. Effec- tive 1 October 2025, 720,465 treasury shares were cancelled and the share capital was reduced accordingly. By resolution of the Annual General Meeting on 29 August 2023, the Executive Board was also authorised, with the approval of the Supervisory Board, to increase the Compa- ny’s share capital by up to a total of €38,232,159 in incre- ments through individual or multiple issues of new no-par- value registered shares against cash and/or non-cash contributions before 28 August 2028 (Authorised capital 2023). Furthermore, by resolution of the Annual General Meeting on 29 August 2023, the Executive Board was authorised, subject to approval of the Supervisory Board, to issue con- vertible bonds and/or bonds with warrants or a combination of such instruments on one or multiple occasions before 28 August 2028 with a total nominal value of up to €1.5 bil- lion against cash contributions and/or contributions in kind, in particular against investments in other companies, and to grant the holders of the respective, equally privileged bonds conversion and option rights/obligations to new no-par-value shares in the Company up to a total of 38,232,159 shares as detailed in the terms and conditions for the bonds (“Bond conditions”). The bonds and the con-
94 Consolidated financial statements . Notes to the consolidated financial statements for financial year 2025 version and option rights/obligations can be issued with or without a term. The bonds may pay a fixed or variable rate of interest, in which case, as with a participating bond, the interest may also be dependent in full or in part on the level of the Company’s dividend (Conditional capital 2023). As at 31 December 2025, no use had been made of this authori- sation. Deutsche EuroShop AG’s prior-year unappropriated surplus of €251,502 thousand was used by resolution of the Annual General Meeting on 27 June 2025 to pay a dividend of €2.65 per share, corresponding to a total dividend of €200,721 thou- sand, while the remaining amount of the unappropriated surplus of €50,781 thousand was carried forward to new account. The Executive Board and the Supervisory Board plan to pro- pose to the Annual General Meeting in June 2026 that Deutsche EuroShop AG’s unappropriated surplus for 2025 of €204,910 thousand be used to pay a dividend of €1.00 per eligible share and that the remaining amount of €129,166 thousand be carried forward to new account. The capital reserves contain amounts in accordance with Section 272 (2) nos. 1, 2 and 4 HGB. In addition, the capital reserves include costs of capital increases (after taxes). In the reporting year, €12,361 thousand was transferred from capital reserves to retained earnings in accordance with Section 272 (2) No. 4 HGB. Retained earnings consist of the remeasurement reserves, currency items and accumulated profits carried forward at the time of transition to IFRS. Other total profit is divided into the following components: 2025 in € thousand Cash flow hedges Before taxes Taxes Net 3,129 -531 2,598 2024 in € thousand Cash flow hedges Before taxes Taxes Net 3,298 -530 2,768 14. Non-current and current financial liabilities in € thousand Bank loans and overdrafts Corporate bonds Financial liabilities relate to loans raised to finance property acquisitions and investment projects, in addition to a corpo- rate bond. Land charges on Company properties totalling €1,593,730 thousand (previous year: €1,808,374 thousand) serve as collateral. Industry-standard collateral arrange- ments are used, such as the assignment of rental receiva- bles and the pledge of bank balances. The corporate bond is unsecured. 31.12.2025 31.12.2024 Non-current 1,445,941 492,938 Current 147,789 4,747 Non-current 1,795,909 0 1,938,879 152,536 1,795,909 Current 12,465 0 12,465 Current bank loans and overdrafts include the pending refi- nancing in 2026, the scheduled repayment portion of the long-term loans for 2026 and accrued interest and repay- ments that were settled in early 2026.
Deutsche EuroShop . Financial Report 2025 95 The fall in bank loans and overdrafts is primarily related to the unscheduled repayment of loans for the Herold-Center Norderstedt (€119,214 thousand), Stadt-Galerie Passau (€34,500 thousand) and Stadt-Galerie Hameln (€23,750 thou- sand). Liabilities related to corporate bonds comprise the amor- tised cost of the green bond issued in June 2025 with a nominal value of €500 million and a coupon rate of 4.5 %. The green bond matures on 15 October 2030. Discounts are amortised over the term of the loan. In the year under review, €29 thousand (previous year: €29 thou- sand) was recognised as an expense in the income state- ment. A total of €62,617 thousand (previous year: €49,083 thousand) was recognised in financial gains/losses as interest expense for bank loans and overdrafts. The terms of the bond include a maximum net loan-to-value ratio (bond LTV) of 60.0 %, a maximum secured net loan-to- value ratio (bond secured LTV) of 45.0 % and an interest coverage ratio (bond ICR) of at least 1.8. As at 31 December 2025, the bond LTV was 40.4 %, the bond secured LTV was 28.6 % and the bond ICR was 4.2. Loan agreements also include covenants which must be met at a property or prop- erty company level. These include debt service cover ratios (DSCRs), interest cover ratios (ICRs), changes in rental income, the equity ratio, the leverage ratio and loan-to-value (LTV) ratios. As at 31 December 2025, all loan covenants were met. Based on current planning and estimates, the loan conditions will also be met in 2026. The European and global economy may continue to be affected by geopolitical tensions and conflicts. Heightened uncertainties around trade policies, trade conflicts and polit- ical changes may further jeopardise overall economic growth. Conditions on the property markets may be adversely affected by this, particularly in conjunction with inflationary pressure and rising market interest rates. This may trigger changes in market value, which can have an impact on individual loan covenants (e.g. LTV). All changes in value are monitored continuously and incorporated into future reporting. Non-current and current financial liabilities arose from the following changes affecting liquidity and not affecting liquidity: in € thousand 2025 2024 Carrying amount as at 01.01. Changes affecting liquidity Changes not affecting liquidity Change in carrying amount under the effective interest rate method 1,808,374 285,337 1,677,600 127,908 -2,296 2,866 Carrying amount as at 31.12. 2,091,415 1,808,374 Changes affecting liquidity consist of €493,855 thousand (previous year: €158,428 thousand) attributable to assump- tions of non-current financial liabilities and €208,518 thou- sand (previous year: €30,520 thousand) attributable to repayments of current financial liabilities together with one- off repayments in connection with refinancing.
96 Consolidated financial statements . Notes to the consolidated financial statements for financial year 2025 15. Other non-current and current financial liabilities in € thousand Rental deposits Other liabilities to tenants Value added tax Debtors with credit balances Lease liabilities Interest rate swaps Other 31.12.2025 31.12.2024 Non-current 0 0 0 0 428 0 900 1,328 Current 4,181 3,976 2,678 1,434 99 0 877 13,245 Non-current 0 0 0 0 528 3,128 1,059 4,715 Current 6,030 3,762 2,533 4,553 103 0 858 17,839 Other liabilities to tenants mainly comprise liabilities for heating and ancillary costs, obligations from construction cost subsidies granted, as well as prepaid rent. The interest rate hedges (swaps) were terminated in the reporting year due to the early repayment of the underlying loans. In the previous year, the present values amounted to €3,128 thousand. Liabilities in € thousand Financial liabilities Trade payables Tax liabilities Other liabilities (Previous year’s figures) Total 2,091,415 (1,808,374) 6,537 (7,349) 14,021 (16,876) 14,572 (22,554) 2,126,545 (1,855,153) Current 152,536 (12,465) 6,537 (7,349) 14,021 (16,876) 13,244 (17,839) 186,338 (54,529) Non-current 1,938,879 (1,795,909) 0 (0) 0 (0) 1,328 (4,715) 1,940,207 (1,800,624)
Deutsche EuroShop . Financial Report 2025 97 16. Deferred tax liabilities Deferred tax assets and liabilities are the result of tax effects of temporary differences and tax loss carryforwards: in € thousand 31.12.2025 31.12.2024 Deferred tax assets 0 0 0 Deferred tax liabilities 278,471 21,025 4,835 Deferred tax assets 0 0 0 Deferred tax liabilities 337,820 19,922 3,802 0 12,355 675 13,030 -13,030 0 0 0 0 304,332 -13,030 291,302 531 9,451 675 10,657 -10,657 0 0 0 0 361,544 -10,657 350,887 differences) for which no deferred taxes were recognised since the differences are not expected to be reversed in the foreseeable future. The Company has calculated a tax adjustment effect of €82,693 thousand arising from the application of the Act for an Immediate Tax Investment Programme to Strengthen Germany as a Business Location [Gesetz zur Stärkung des Wirtschaftsstandorts Deutschland], reflecting the falling corporation tax rates. For the sake of simplicity, it was assumed that measurement differences related to the prop- erties would only be realised from the 2032 financial year onwards at a rate of 10 %. Differences for the period in which corporation tax rates will decrease annually (2028 to 2032) were calculated on the basis of the effective interest method. Investment properties Investments accounted for using the equity method Financial liabilities Other liabilities Interest rate swaps (not recognised in profit or loss) Loss carryforwards Other Deferred taxes before netting Netting Deferred taxes after netting In measuring deferred taxes, the tax rates applicable in accordance with IAS 12 are those valid under current leg- islation at the date at which the temporary differences will probably reverse. In the reporting year, a corporation tax rate of 10 % to 15 % was applied to domestic companies, reflecting the gradual reduction of the corporation tax rate from 15 % by 2027 to 10 % from 2032. In addition, a solidarity surcharge of 5.5 % was recognised on the calculated corporate tax, and in some cases a rate of 16.45 % for trade tax. As of the reporting date, trade tax loss carryforwards amounted to €81,278 thousand (previous year: €50,470 thousand) and corporation tax loss carryforwards to €16,545 housand (previous year: €0 thousand). Deferred tax assets have been recognised for these to the extent that their recoverability is reasonably assured. Deferred taxes totalling €3,306 thousand (previous year: €3,837 thousand) were recognised directly against equity as at the reporting date. As at the reporting date, there were taxable temporary dif- ferences of €12,419 thousand (previous year: €8,107 thou- sand) between the net assets of Group companies recog- nised in the consolidated financial statements and the tax basis of the shares in these Group companies (outside basis
98 Consolidated financial statements . Notes to the consolidated financial statements for financial year 2025 17. Limited partner contributions of non-controlling interests in € thousand 2025 2024 The limited partner contributions of non-controlling inter- ests include the equity interests of third-party shareholders, which are to be reported in accordance with IAS 32 as debt capital. Settlement claim as at 01.01. Earnings contributions Share of measurement gains/losses Outflows Settlement claim as at 31.12. 18. Other provisions in € thousand Maintenance and construction work already performed but not yet invoiced Fees Other 261,156 14,589 259,380 14,397 3,077 -10,190 -2,447 -10,174 268,632 261,156 As at 01.01.2025 Utilisation Reversal Addition As at 31.12.2025 2,333 2,297 8,039 12,669 2,009 936 5,192 8,137 246 392 759 1,397 2,851 1,784 8,116 12,751 2,929 2,753 10,204 15,886 As in the previous year, other provisions mainly include out- standing settlements for services received and personnel expenses. As in the previous year, all provisions have a term of up to one year.
Deutsche EuroShop . Financial Report 2025 99 Notes to the consolidated income statement 19. Revenue in € thousand Minimum rental income Allocable property tax and insurance Turnover rents Other of which rental in- come directly attrib- utable to investment properties in accord- ance with IAS 40 2025 255,445 2024 253,922 5,773 8,288 887 7,558 8,679 1,244 270,393 271,403 270,393 271,403 Minimum rental income is reduced by incentives spread over the term of a lease, such as construction cost subsidies or rent-free periods. Revenue from mall rentals makes up a small amount of the minimum rental income. Other revenue relates primarily to settlement payments made by former tenants as well as compensation for use. The rental income reported here derives from operating leases and relates to rental income from investment prop- erties with long-term leases. The future minimum leasing payments from non-terminable rental agreements classified as investment properties have the following maturities: in € thousand Maturity within 1 year Maturity from 1 year to 5 years Maturity after 5 years 2025 246,603 571,478 145,003 2024 237,388 569,347 144,978 963,084 951,713 20. Property operating costs in € thousand Operating costs that cannot be passed on Real property tax Center marketing Maintenance and repairs Building insurance Other of which operating expenses directly attributable to in- vestment properties in accordance with IAS 40 2025 2024 16,053 5,158 4,368 2,637 2,619 3,216 11,174 8,276 4,612 2,484 2,526 2,278 34,051 31,350 34,051 31,350 Ancillary costs which cannot be fully allocated are essen- tially operating costs which cannot be completely passed on to tenants as well as heating and ancillary costs in arrears for preceding years. The increase is primarily attrib- utable to one-off expenses arising from non-apportionable ancillary costs associated with the renewal of technical equipment, as well as storm damage. The building insurance provider has already reimbursed the eligible expenses, and these reimbursements have been recognised in other oper- ating income. In contrast, land tax expenses have fallen sustainably due to the lower land tax liability following the land tax reforms. 21. Property management costs in € thousand Center management/agen- cy agreement costs 2025 2024 15,533 14,902 of which operating expenses directly attributable to in- vestment properties in accordance with IAS 40 15,533 14,902 Center management/agency agreement costs depend to a large extent on the rental income generated.
100 Consolidated financial statements . Notes to the consolidated financial statements for financial year 2025 22. Write-downs and disposals of financial assets 24. Other operating expenses in € thousand Write-downs Disposals of financial assets of which operating expenses directly attributable to in- vestment properties in accordance with IAS 40 2025 6,582 603 7,185 2024 7,047 684 7,731 7,185 7,731 Please refer to the information in the notes to the consoli- dated financial statements under section 10. Trade receiv- ables. 23. Other operating income in € thousand Reversals of write-downs Income from insurance compensation Income from the reversal of provisions Income from ancillary costs from previous years Other 2025 2,557 2,287 2024 3,188 796 2,018 1,454 1,184 2,891 10,937 1,414 2,222 9,074 Other operating income primarily consists of income from damages and other reimbursements. in € thousand Legal, consulting and audit expenses Personnel expenses Appraisal costs Marketing costs Financing costs Exchange rate losses Supervisory Board compensation Write-downs Fees and contributions Other 2025 2024 2,953 2,854 1,044 914 618 245 188 151 111 1,035 3,128 2,399 2,016 718 335 178 188 140 140 947 10,113 10,189 Legal, consulting and audit expenses include €687 thousand in expenses for the auditing of Group companies (previous year: €641 thousand). Personnel expenses include wages and salaries totalling €2,711 thousand (previous year: €2,275 thousand), social security contributions and expenses for pensions and other benefits amounting to €142 thousand (previous year: €124 thousand), of which €1 thousand was attributable to pension expenses in the previous year. 25. Share in the profit or loss of associates and joint ventures accounted for using the equity method in € thousand Profit/loss from joint ventures Profit/loss from associates Profit/loss from equity- accounted associates 2025 2024 11,250 -22 16,573 8 11,228 16,581 The profit/loss of equity-accounted companies included a measurement gain/loss before deferred taxes of €2,613 thou- sand (previous year: €8,231 thousand). EBT (excluding measurement gains/losses) for equity-accounted compa- nies amounted to €9,142 thousand (previous year: €9,134 thousand).
Deutsche EuroShop . Financial Report 2025 101 26. Interest expense Tax reconciliation in € thousand Property financing and corporate bonds Amortisation of financial liabilities Other 2025 2024 57,611 44,820 4,999 7 4,228 35 62,617 49,083 Interest expenses from the amortisation of financial liabili- ties related to (i) subsequent measurement at amortised cost in accordance with the effective interest method in con- nection with measurement differences upon initial consol- idation for bank loans and overdrafts, and (ii) the accrual of transaction costs, are considered non-cash expenses. 27. Measurement gains/losses in € thousand Unrealised changes in fair value Profit/loss attributable to limited partners Gain on disposal 2025 2024 14,881 -25,923 -3,077 0 2,447 606 11,804 -22,870 The profit from the sale in the previous year resulted from the sale of a property in Poland. 28. Taxes on income and earnings in € thousand Current tax expense Domestic deferred tax expense/income Foreign deferred tax expense/income 2025 -7,228 2024 -8,115 63,850 -26,362 -3,733 7,923 52,889 -26,554 Income taxes in the amount of €52,889 thousand in the year under review (previous year: €-26,554 thousand) are derived as follows from an expected income tax expense that would have resulted from applying the parent company’s statutory income tax rate to the profit before tax. This was calculated using a tax rate of 32.28 %. in € thousand Consolidated profit before income tax Theoretical income tax 32.28 % Tax rate differences for foreign Group companies Tax rate differences for domestic Group companies Tax effect from change in tax rates Tax-free income/ non- deductible expenses Tax effect from investments accounted for using the equity method Aperiodic tax expense/ income 2025 2024 162,161 150,068 -52,346 -48,442 6,655 9,510 15,757 13,051 82,693 0 -732 -327 862 0 -346 0 Current income tax 52,889 -26,554 In the 2025 financial year, the effective income tax rate was -32.6 % (previous year: 17.7 %). The tax rate differences for domestic Group companies are primarily due to the extended trade tax reduction, which is why some of the property com- panies are not subject to trade tax. The tax effect resulting from the change in tax rates relates to the impact on deferred corporate income taxes of the gradual reduction in the corporate income tax rate, decided in 2025, from 15 % by 2027 to 10 % from 2032. The tax rate adjusted for this effect would be 18.4 % in 2025.
102 Consolidated financial statements . Notes to the consolidated financial statements for financial year 2025 29. Earnings per share Group shareholders’ portion of profits/losses (€ thousand) Weighted number of outstanding shares Basic and diluted earnings per share (€) 2025 2024 215,050 123,514 75,743,854 76,090,428 2.84 1.62 Basic earnings per share are determined by dividing the net income for the period to which shareholders of Deutsche EuroShop AG are entitled by the weighted average number of shares outstanding within the reporting period. There is no potential dilution as at the reporting date, e.g. through convertible bonds or share options, with the result that diluted earnings correspond to basic earnings. The number of no-par-value shares issued in the previous year takes into account, on a time-weighted basis, the 711,465 no-par-value shares acquired by 31 December 2024. Earnings per share are affected by the one-off effect of the gradual reduction of the corporation tax rate in the reporting year.
Deutsche EuroShop . Financial Report 2025 103 Segment reporting Segment reporting by Deutsche EuroShop AG is carried out on the basis of internal reports that are used by the Execu- tive Board to manage the Group. Internal reports distinguish between shopping centers in Germany (“domestic”) and other European countries (“abroad”). As the Group’s main decision-making body, the Executive Board of Deutsche EuroShop AG first and foremost assesses the performance of the segments based on revenue, EBIT and EBT excluding measurement gains/losses. The meas- urement principles for segment reporting correspond to those of the Group. To assess the contribution of the segments to the individual performance indicators as well as to the Group’s perfor- mance, the income, expenditure, assets and liabilities of the joint ventures are included in internal reporting in proportion to the Group’s share in the same. Similarly, for subsidiaries in which the Group is not the sole shareholder, income, expenditure, assets and liabilities are only consolidated in proportion to the corresponding Group share. This results in the following figures, broken down by segment: Domestic 203,152 Abroad 58,004 Total Reconciliation x 01.01. - 31.12.2025 261,156 9,237 270,393 29,524 3,959 33,483 13,053 160,021 0 0 1,625 -43,921 5,462 2,115 50,441 0 0 272 -6,027 8,955 15,168 210,462 568 365 3,986 34,051 15,533 214,448 0 11,228 11,228 0 1,897 -49,948 -14,589 2,729 -12,669 -14,589 4,626 -62,617 14,417 -2,613 11,804 in € thousand Revenue Property operating costs Property management costs EBIT¹ Profit/loss of joint ven- tures and associates Profit/loss attributable to limited partners Interest income Interest expense Measurement gains/ losses EBT (excluding meas- urement gains/loss- es)¹ Investment properties Additions and recog- nised construction measures for invest- ment properties Goodwill Investments accounted for using the equity method Other segment assets Segment assets Segment liabilities 114,985 44,686 159,671 -11,893 147,778 3,015,350 778,460 3,793,810 226,911 24,518 0 0 111,698 3,127,048 1,481,689 4,869 0 0 40,662 819,122 278,285 29,387 0 0 152,360 3,946,170 1,759,974 2,809 51,719 105,152 273,880 657,662 942,391 31.12.2025 4,020,721 32,196 51,719 105,152 426,240 4,603,832 2,702,365 ¹ The amounts are not reconcilable because only material items of the income statement have been presented.
104 Consolidated financial statements . Notes to the consolidated financial statements for financial year 2025 in € thousand Revenue EBIT Profit/loss of joint ven- tures and associates Interest income Interest expense EBT (excluding meas- urement gains/loss- es)¹ Investment properties Additions and recog- nised construction measures for invest- ment properties Goodwill Investments accounted for using the equity method Other segment assets Segment assets Segment liabilities Domestic 206,961 164,970 0 3,339 -38,314 Abroad 55,183 48,160 0 409 -7,063 Total Reconciliation 262,144 213,130 0 3,748 -45,377 9,259 3,175 16,581 1,660 -3,706 01.01. - 31.12.2024 271,403 216,305 16,581 5,408 -49,083 128,119 41,506 169,625 -4,444 165,181 2,980,295 763,960 3,744,255 222,466 36,110 0 0 155,438 3,135,733 1,446,671 3,073 0 0 40,067 804,027 333,837 39,183 0 0 195,505 3,939,760 1,780,508 7,996 51,719 101,534 48,926 424,645 699,357 31.12.2024 3,966,721 47,179 51,719 101,534 244,431 4,364,405 2,479,865 ¹ The amount is not reconcilable because only material items of the income statement have been presented. €271,452 thousand (previous year: €38,401 thousand) and segment liabilities of €314,407 thousand (previous year: €3,288 thousand). In view of the geographical segmentation, no further infor- mation pursuant to IFRS 8.33 is given. The adjustment of the proportionate consolidation of the joint ventures and subsidiaries in which the Group does not own a 100 % stake is carried out in the reconciliation column. Deferred tax liabilities are considered by the Executive Board of Deutsche EuroShop AG cross-segmentally and are there- fore included in the reconciliation column for segment lia- bilities. Accordingly, the goodwill from the acquisition of Olympia Brno was allocated to the reconciliation column of the segment assets. The reconciliation column also contains the companies that are not allocated to either of the two segments (Deutsche EuroShop AG, DES Management GmbH and DES Beteili- gungs GmbH & Co. KG). These do not generate any revenue and are presented in the reconciliation column after intra- group eliminations with an EBIT of €-4,923 thousand (pre- vious year: €-5,302 thousand) and EBT (excluding measure- ment gains/losses) of €-11,278 thousand (previous year: €-4,149 thousand), as well as in segment assets of
Deutsche EuroShop . Financial Report 2025 105 OTHER DISCLOSURES 30. Financial instruments and risk management Amount stated in line with IFRS 9 Meas- urement category in accord- ance with IFRS 9 Carrying amounts as at 31.12.2025 Amortised cost Fair value recognised in income Fair value recognised in equity Fair value as at 31.12.2025 AC AC AC 16,258 13,055 387,405 16,258 13,055 387,405 FLAC 2,091,415 2,091,415 FLAC FLAC FLAC n.a. 268,632 6,537 8,598 0 268,632 6,537 8,598 16,258 13,055 387,405 2,029,656 268,632 6,537 8,598 0 0 in € thousand FINANCIAL ASSETS Trade receivables Other assets Cash and cash equivalents FINANCIAL LIABILITIES Financial liabilities² Limited partner contributions of non-controlling interests Trade payables Other liabilities Interest rate hedges not recognised in profit or loss²
106 Consolidated financial statements . Notes to the consolidated financial statements for financial year 2025 Amount stated in line with IFRS 9 Meas- urement category in accord- ance with IFRS 9 Carrying amounts as at 31.12.2024 Amortised cost Fair value recognised in income Fair value recognised in equity Fair value as at 31.12.2024 AC AC AC 14,711 8,607 212,438 14,711 8,607 212,438 FLAC 1,808,374 1,808,374 FLAC FLAC FLAC 261,156 7,349 13,332 261,156 7,349 13,332 14,711 8,607 212,438 1,728,690 261,156 7,349 13,332 n.a. 3,128 3,128 3,128 in € thousand FINANCIAL ASSETS Trade receivables Other assets Cash and cash equivalents FINANCIAL LIABILITIES Financial liabilities² Limited partner contributions of non-controlling interests Trade payables Other liabilities Interest rate hedges not recognised in profit or loss² Corresponds to Level 1 of the IFRS 7 fair value hierarchy Corresponds to Level 2 of the IFRS 7 fair value hierarchy Corresponds to Level 3 of the IFRS 7 fair value hierarchy ¹ ² ³ Measurement categories in accordance with IFRS 9: financial assets measured at amortised cost (AC), at fair val- ue through other comprehensive income (FVOCI), financial liabilities measured at amortised cost (FLAC) Carrying amounts, valuations and fair values according to measurement category With the exception of derivative financial instruments and other financial investments measured at fair value, financial assets and liabilities are measured at amortised cost. Due to the predominantly short-term nature of trade receivables and payables, other assets and liabilities, and cash and cash equivalents, the carrying amounts as at the reporting date do not deviate significantly from the fair values. The fair values of financial liabilities measured at amortised cost correspond to the cash values of debt-related payments based on current interest rate yield curves (Level 2 in accordance with IFRS 13). The fair value of the corporate bond was derived from publicly available market prices. The derivative financial instruments measured at fair value are interest rate hedges. Here, the fair value is equivalent to the cash value of future net payments expected to be received from hedging transactions (Level 2 in accordance with IFRS 13) based on current yield curves. Risk management In risk management, the emphasis is on ensuring compli- ance with the strategy and, building on this, on identifying and assessing risks and opportunities, as well as on the fundamental decision to manage these risks. Risk manage- ment should ensure that risks are identified at an early stage and can then be evaluated, communicated promptly and mitigated. Risk analysis involves the identification and anal- ysis of factors that may jeopardise the achievement of goals.
Deutsche EuroShop . Financial Report 2025 107 Market risks _ Liquidity risk __ The liquidity of the Deutsche EuroShop Group is continuously monitored and planned. The subsidiaries regularly have suf- ficient cash to be able to pay for their current commitments. The contractually agreed future interest and principle repay- ments of the original financial liabilities and derivative finan- cial instruments were as follows as at 31 December 2025: in € thousand Bank loans and overdrafts Corporate bonds in € thousand Bank loans and overdrafts Corporate bonds Carrying amount as at 31.12.2025 1,593,730 497,685 Debt service 2026 196,722 22,500 Debt service 2027–2030 766,835 585,253 Debt service from 2031 850,003 0 2,091,415 219,222 1,352,088 850,003 Carrying amount as at 31.12.2024 1,808,374 0 1,808,374 Debt service 2025 71,963 0 71,963 Debt service 2026–2029 899,392 0 899,392 Debt service from 2030 1,116,271 0 1,116,271 The amounts relate to all contractual commitments existing as at the reporting date. Material changes to payment obli- gations may arise from covenant breaches. Additional infor- mation about covenants is available in the section “Non-cur- rent and current financial liabilities”. The majority of the trade payables and other financial liabilities reported at the end of the financial year will fall due in the following year. _ Credit and default risk __ _ Currency and measurement risk __ The Group companies operate exclusively in the European Economic Area and conduct the lion’s share of their business in euro. This does not entail currency risks. With respect to the measurement risk of investment prop- erties, please refer to the sensitivity analysis in section “8 Investment properties”. _ __ Interest rate risk The loan liabilities and the liabilities from corporate bonds have fixed interest terms. In the previous year, loans total- ling €59,000 thousand were hedged using derivative finan- cial instruments. The variable-rate loans were repaid early in the reporting year and the interest rate swaps were ter- minated. Write-downs on trade receivables are determined on the basis of the credit losses expected over the term. Unless the reasons for doing so can be refuted in individual cases, receivables that are more than 90 days overdue, taking into account the collateral provided by the tenant and valuable collateral, are written down in full. In addition, if information exists that points to an increased risk of default for a tenant, checks are made to decide whether receivables that are less than 90 days overdue should also be written down. During the year under review, write-downs of rent receivables in the amount of €7,185 thousand (previous year: €7,731 thou- sand) were recognised under expenditure. The maximum default risk in relation to trade receivables and other assets totalled €29,313 thousand as at the report- ing date (previous year: €23,318 thousand).
108 Consolidated financial statements . Notes to the consolidated financial statements for financial year 2025 _ Capital management __ 33. Other financial obligations The Group’s capital management is designed to preserve a strong equity base with the aim of ensuring that its ability to repay its debts and financial well-being are maintained in future. The Group’s financial policies are also based on the annual payment of a dividend. in € thousand Equity Equity ratio in % Net financial debt 31.12.2025 2,170,099 47.1 1,704,010 31.12.2024 2,145,696 49.2 1,595,936 Other financial obligations arising from service contracts amount to €39.0 million (previous year: €51.2 million). There are financial obligations of €8.9 million (previous year: €2.2 million) which will arise in 2026 in connection with investment measures in our shopping centers. 34. Number of employees As in the previous year, the Group had an average of seven employees in the financial year. Equity is reported here including the limited partner contri- butions of non-controlling interests. 35. Auditor’s fees The total fees invoiced by the auditor for the consolidated financial statements for financial year 2025 amounted to €612 thousand (previous year: €387 thousand). Of this amount, €432 thousand (previous year: €387 thousand) relates to auditing services and €180 thousand (previous year: €0 thousand) to other assurance services. The other assurance services relate to the issuance of a comfort letter and related confirmations and certifications in connection with the interest cap, along with auditing services provided for the auditor of the consolidated financial statements of Hercules Holding S.à r.l., Luxembourg (city). 36. Declaration of Conformity with the German Corporate Governance Code The Declaration of Conformity with the German Corporate Governance Code required by Section 161 AktG has been issued jointly by the Supervisory Board and the Executive Board, and has been made available to shareholders on the Deutsche EuroShop AG website under Investor Relations > Corporate Governance > Declaration of Conformity: www.deutsche-euroshop.de/Investor-Relations/Corpo- rate-Governance/Declaration-of-Conformity Net financial debt is determined from the financial liabilities as at the reporting date less cash and cash equivalents. 31. Notes to the consolidated cash flow statement The cash flow statement has been prepared in accordance with IAS 7 and is broken down into operating cash flow, cash flow from operating activities, cash flow from investing activities and cash flow from financing activities. Cash flow from operating activities is derived from consol- idated profit using the indirect method. Net cash flow from operating activities, cash flow from investment activities and cash flow from financing activities are calculated using the direct method. Cash and cash equivalents comprise cash and cash equiv- alents that may be converted into cash at short notice and at any time. As in the previous year, the financial resources fund as at the reporting date corresponded to the cash and cash equivalents (see section 12. Cash and cash equiva- lents). 32. Contingent liabilities There are contingent liabilities from real estate transfer tax in connection with the purchase of further shares in a sub- sidiary in the estimated amount of €11 million, as it is not entirely unlikely that these will be utilised in the meantime. Uncertainties exist with regard to the amount and timing of a possible temporary outflow of resources. In the event of legal proceedings, we assume that it is highly unlikely that we will be held liable.
Deutsche EuroShop . Financial Report 2025 109 income with the ECE Group amounting to €14,877 thousand (previous year: €14,304 thousand) recorded in revenue. The majority of this income came from car park and mall rentals. The receivables from the ECE group are included in the trade receivables item and amounted to €4,107 thousand (previ- ous year: €5,729 thousand). Payables are recorded under the trade payables item and totalled €3,161 thousand (pre- vious year: €2,575 thousand). In the previous year, the Group entered into a share purchase agreement with Kommanditgesellschaft CURA Vermögens- verwaltung G.m.b.H. & Co. for the acquisition of a 50 % inter- est in the shopping center operator Arkaden Pecs Ver- waltungs G.m.b.H., Hamburg, in return for a purchase price of €13 thousand. Including pension expenses, the remuneration of the Exec- utive Board in 2025 came to €865 thousand (previous year: €709 thousand). This includes €149 thousand for long-term incentive plans. Provisions for long-term incentive plans for the Executive Board total €400 thousand (previous year: €239 thousand), with additions totalling €161 thousand. Short-term incentive plan provisions amounted to €133 thou- sand (previous year: €112 thousand). Pension payments of €44 thousand (previous year: €40 thou- sand) were made in the reporting year for former Executive Board members. Supervisory Board remuneration remained unchanged dur- ing the reporting year at €188 thousand. 37. Related parties for the purposes of IAS 24 Deutsche EuroShop AG’s subsidiaries, joint ventures and associates as well as the members of its Executive Board and Supervisory Board and their close family members are regarded as related parties for the purposes of IAS 24. The remuneration of the Supervisory Board and Executive Board is explained in the compensation report. It will be published together with the note on the formal audit on the website of Deutsche EuroShop AG no later than the date of publication of the invitation to the Annual General Meeting. Hercules BidCo GmbH, Hamburg, held 77.2 % of the shares in Deutsche EuroShop AG as at the reporting date and is therefore considered a related party as defined by IAS 24. Hercules BidCo GmbH is indirectly under the joint control of Oaktree Capital Group Holdings GP, LLC, Wilmington, DE (United States of America) and Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H. & Co., Hamburg – the latter, in turn, being controlled by Mr Alexander Otto. ECE Group GmbH & Co. KG, Hamburg, and its subsidiaries (together referred to below as the “ECE Group”) and CURA- TAX Treuhand GmbH Steuerberatungsgesellschaft, Ham- burg, both of which are controlled by Mr Alexander Otto, are therefore considered related parties as defined by IAS 24. The company has a conditional credit line with the related party Hercules BidCo GmbH. Accordingly, Hercules BidCo GmbH grants the company an interest-free loan if a resolu- tion on the appropriation of profits passed with its majority of votes at a future Annual General Meeting of the company leads to liquidity falling below the current minimum of €100 million. This credit line initially amounts to up to €500 million and is reduced over time. The conditions for utilisation were not met in the 2025 financial year; please refer to our ad hoc disclosure dated 31 March 2023 for fur- ther details. Service relationships for service contracts with the ECE Group and CURATAX Treuhand GmbH Steuerberatungs- gesellschaft totalled €54,684 thousand in the year under review (previous year: €52,202 thousand), of which a certain amount can be apportioned to tenants in the form of oper- ating costs. When passing on operating costs, the Group acts as an agent for the service. The income from recharging is therefore netted with the corresponding expenses in the income statement. The disclosed non-apportionable amounts of €27,788 thousand (previous year: €28,330 thou- sand) are mainly included in the items property manage- ment costs, property operating costs, measurement gains/ losses and other operating expenses. These were offset by
110 Consolidated financial statements . Notes to the consolidated financial statements for financial year 2025 38. Voting rights notices In line with Section 160 (1) no. 8 AktG, we give notice that the following investments and changes to voting rights have been registered to Deutsche EuroShop AG in conformity with the duty of disclosure in accordance with Section 33 of the Wertpapierhandelsgesetz (WpHG - Securities Trading Act). The disclosures were taken from the latest notice by those subject to reporting requirements. It should be noted that the number of voting rights might have since changed within the respective thresholds, with no reporting obligation aris- ing: Shareholder Oaktree Capital Group Holdings GP, LLC, Wilmington, DE, United States of America Sharehold- ing report as at 13.09.2023 CURA Vermögensverwaltung G.m.b.H., Hamburg 13.09.2023 Event, or reason for report (in %) ...exceeds threshold (75) Execution of instruments Voluntary Group notification due to threshold reached by a subsidiary Execution of instruments Voluntary Group notification due to threshold reached by a subsidiary New voting share of which direct of which indirect- ly attrib- utable (in %) (in %) 76.44 0.00 76.44 78.62 0.00 78.62 Alexander Otto Thomas Armbrust 13.09.2023 13.09.2023 Execution of instruments ...falls below threshold (3) 78.62 2.76 0.46 0.01 78.16 2.74 Maren Otto 13.09.2023 Voluntary Group notification due to threshold reached by a subsidiary 6.55 0.32 6.23 All voting rights notices received by Deutsche EuroShop AG can be found on the website of Deutsche EuroShop AG under Investor Relations > Share > Significant voting interests. 39. The Supervisory Board and Executive Board Supervisory Board The Supervisory Board of Deutsche EuroShop AG is com- posed of nine members. The Supervisory Board included the following members with membership of other statutory supervisory boards and membership of comparable super- visory bodies of business enterprises in Germany or other countries:
Deutsche EuroShop . Financial Report 2025 111 President, Royal Capital Inc., Toronto (Canada) Peter Ballon, Toronto, Canada, Chairman (since 27 June 2025) Allos S.A., São Paulo (Brazil) Cabot Properties, Inc., Boston (USA) Independent management consultant Reiner Strecker, Wuppertal, Chairman (until 27 June 2025) Eckes AG, Nieder-Olm (Chairman) Carl Kühne KG (GmbH & Co.), Hamburg (Chairman) Storch-Ciret Holding GmbH, Wuppertal Independent management consultant Chantal Schumacher, Munich, Deputy Chairwoman Benjamin Bianchi, London (United Kingdom) (until 21 January 2026) Sompo International Insurance (Europe) SA, Luxembourg (Luxembourg) Banque et Caisse d‘Epargne de l‘Etat (Spuerkeess), Luxembourg (Luxembourg) (since 1 April 2025) Managing Director, Head of Europe, Oaktree Capital Management, London (United Kingdom) Henning Eggers, Halstenbek Lemara Grant, London (United Kingdom) (until 27 June 2025) Stuart Keith, London (United Kingdom) Member of Management, CURA Vermögensverwaltung G.m.b.H, Hamburg ECE Group GmbH & Co. KG, Hamburg (Chairman) (until 31 December 2025) Senior Vice President, Co-Head of Global Tax Structuring, Oaktree Capital Management, London (United Kingdom) Managing Director, Oaktree Capital Management, London (United Kingdom) Managing Director, ECE Real Estate Partners GmbH, Hamburg Dr Volker Kraft, Hamburg Allos S.A., São Paulo (Brazil) Managing Partner, Let’s Go JMK KG and Kreke Immobilien KG, Hagen/Westphalia Douglas AG, Düsseldorf (Chairman) Thalia Bücher GmbH, Hagen (Westphalia) Encavis AG, Hamburg Axxum Holding GmbH, Wuppertal Noventic GmbH, Hamburg Perma-tec GmbH & Co. KG, Euerdorf Slyrs Destillerie GmbH & Co. KG, Schliersee Managing Director, Portfolio Manager and Co-Head of Real Estate, Oaktree Capital Management, New York (USA) Dr Henning Kreke, Hagen/Westphalia Todd Liker, New York (USA) (since 27 June 2025) Timbers Holdings, LLC, Orlando (USA) Thomas James Homes, LLC, Aliso Viejo (USA) Claudia Plath, Hamburg Member of the Executive Board, ECE Group Verwaltung GmbH, Hamburg MEC Metro-ECE Centermanagement GmbH & Co. KG, Düsseldorf
112 Consolidated financial statements . Notes to the consolidated financial statements for financial year 2025 Executive Board Hans-Peter Kneip, Düsseldorf The remuneration of the Executive Board – excluding pen- sion expenses – amounted to €833 thousand (previous year: €682 thousand), of which €133 thousand (previous year: €112 thousand) is related to performance-related short- term incentives. Provisions totalling €400 thousand (€239 thousand) were formed for performance-related long- term incentive plans for the Executive Board. We refer to the notes on the compensation of the Executive Board and Supervisory Board in the separate compensation report published on the Company’s website. 40. Events after the reporting date The loan to Árkád Pécs was extended until 2031 as part of an agreement that was finalised on 18 February 2026. The financing for Olympia Brno was extended until 2031 under an agreement dated 6 March 2026. No further significant events occurred between the report- ing date and the date of preparation of the financial state- ments. 41. Consolidated financial statements The Company is included in the consolidated financial state- ments of Hercules Holding S.à.r.l., Luxembourg (city), which are published in the RCS Registre de Commerce et des Sociétés in Luxembourg (city), Luxembourg, in accordance with statutory provisions. Hamburg, 26 March 2026 Deutsche EuroShop AG The Executive Board Hans-Peter Kneip
114 115 Shareholding (Notes to the consolidated financial statements) 116 Responsibility Statement by the Executive Board 117 Independent auditor’s report 125 EPRA reporting 136 Contact and legal
Deutsche EuroShop . Financial Report 2025 115 Shareholding (Notes to the consolidated financial statements) Shareholdings in accordance with Section 313 (2) HGB as at 31 December 2025: Company name and domicile Fully consolidated companies: DES Verwaltung GmbH, Hamburg DES Management GmbH, Hamburg DES Shoppingcenter GmbH & Co. KG, Hamburg¹ ² DES Beteiligungs GmbH & Co. KG, Hamburg¹ A 10 Center Wildau GmbH, Hamburg Main-Taunus-Zentrum KG, Hamburg Forum Wetzlar G.m.b.H. & Co. KG, Hamburg¹ ³ Objekt City-Point Kassel GmbH & Co. KG, Hamburg¹ Stadtgalerie Hameln GmbH & Co. KG, Hamburg¹ Altmarkt-Galerie Dresden GmbH & Co. KG, Hamburg¹ ² Allee-Center Magdeburg G.m.b.H. & Co. KG, Hamburg¹ ² ³ Stadt-Galerie Passau G.m.b.H. & Co. KG, Hamburg¹ ³ Saarpark Center Neunkirchen GmbH & Co. KG, Hamburg¹ ³ Phoenix-Center Harburg GmbH & Co. KG, Hamburg¹ Einkaufs-Center Galeria Baltycka G.m.b.H. & Co. KG, Hamburg Einkaufs-Center Galeria Baltycka G.m.b.H. & Co. KG, Sp. kom., Warsaw, Poland CASPIA Investments Sp. z o.o., Warsaw, Poland City-Point Beteiligungs GmbH, Hamburg Olympia Brno s.r.o., Prague, Czech Republic Joint ventures: CAK City Arkaden Klagenfurt KG, Hamburg EKZ Eins Errichtungs- und Betriebs Ges.m.b.H. & Co OG, Vienna, Austria Einkaufs-Center Arkaden Pecs G.m.b.H. & Co. KG, Hamburg Einkaufs-Center Arkaden Pecs Verwaltungs G.m.b.H., Hamburg Associates: EKZ Vier Errichtungs- und Betriebs Ges.m.b.H., Vienna, Austria 1 2 3 For these companies, use was made of the exemption from the disclosure obligation in accordance with Section 264b HGB. For these companies, use was made of the exemption from the preparation of a management report in accordance with Section 264b HGB. For these companies, use was made of the exemption from the preparation of notes in accordance with Section 264b HGB. Interest in equity in % 100 100 100 100 100 52.01 100 100 100 100 100 100 95.14 75 100 100 100 100 100 50 50 50 50 50
116 Information and service . Responsibility Statement by the Executive Board Responsibility Statement by the Executive Board I declare that, to the best of my knowledge, and in line with the accounting policies to be applied, the consolidated finan- cial statements present a true and fair view of the net assets, financial position and results of operations of the Group, and that the combined management report presents the course of business including business performance and the situa- tion of the Group in a way that is true and fair and describes the material opportunities and risks relating to the likely development of the Group. Hamburg, 26 March 2026 Hans-Peter Kneip Deutsche EuroShop
Deutsche EuroShop . Financial Report 2025 117 Independent auditor’s report On completion of our audit, we issued an unqualified audi- tor’s report dated March 27, 2025 in German language. The following text is a translation of this auditor’s report. The German text is authoritative: To Deutsche EuroShop AG, Hamburg Report on the audit of the consol- idated financial statement and of the combined management report Audit opinions We have audited the consolidated financial statements of Deutsche EuroShop AG, Hamburg, and its subsidiaries (the Group), which comprise the consolidated statement of finan- cial position as of 31 December 2025, the consolidated income statement and statement of comprehensive income, the consolidated statement of changes in equity, the consol- idated cash flow statement for the fiscal year from 1 Janu- ary to 31 December 2025, and notes to the consolidated financial statements, including material accounting policy information. In addition, we have audited the combined man- agement report of Deutsche EuroShop AG, Hamburg, for the fiscal year from 1 January to 31 December 2025. In accord- ance with the German legal requirements, we have not audited the content of the Declaration on Corporate Govern- ance (Sec. 289f, Sec. 315d HGB) published on the Company’s website, which is referred to in the section of the combined management report with the same title, nor the disclosures in the “Risk report” section in subsection “Principles gov- erning the risk management system and the internal control system” of the combined management report. In our opinion, on the basis of the knowledge obtained in the audit, the accompanying consolidated financial statements comply, in all material respects, with the IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) (IFRS Accounting Standards) and adopted by the EU, and the additional requirement of German commercial law pursuant to Sec. 315e (1) HGB [“Handelsgesetzbuch”: German Commercial Code] and, in compliance with these requirements, give a true fair view of the assets, liabilities and financial position of the Group as of 31 December 2025 and of its financial performance for the fiscal year from 1 January to 31 December 2025, and the accompanying combined management report as whole provides an appropriate view of the Group’s position. In all material respects, this combined management report is consistent with the consolidated financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future developments. Our opinion on the combined management report does not cover the content of those parts of the combined management report not audited as described above. Pursuant to Sec. 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations with respect to the legal compliance of the consolidated financial statements and of the combined management report. Basis of the opinions We conducted our audit of the consolidated financial state- ments and of the combined management report in accord- ance with Sec. 317 HGB and the EU Audit Regulation (No 537/2014, referred to subsequently as “EU Audit Regula- tion”) and in compliance with German Generally Accepted Standards to Financial Statement Audit promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibilities under those require- ments and principles are further described in the “Auditor’s responsibilities for the audit of the consolidated financial statements and of the combined management report” sec- tion of our auditor’s report. We are independent of the Group entities in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Art. 10 (2) f) of the EU Audit Regulation, we declare that we have not provided non-audit services pro- hibited under Art. 5 (1) of the EU Audit Regulation. We believe that the audit evidence we have obtained is sufficient and
118 Information and service . Independent auditor’s report appropriate to provide a basis for our opinions on the con- solidated financial statements and on the combined man- agement report. Key audit matters in the audit of the consoli dated financial statement Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the con- solidated financial statements for the fiscal year from 1 Jan- uary to 31 December 2025. These matters were addressed in the context of our audit of the consolidated financial state- ments as a whole, and in forming our opinion thereon; we do not provide a separate opinion on these matters. Below, we describe what we consider to be key audit mat- ters: Measurement of investment properties a) Risk to the consolidated financial statements As at the reporting date, the consolidated statement of financial position shows investment properties with a total carrying amount of EUR 4,021 million (previous year: EUR 3,967 million). This corresponds to 87.3% (previous year: 90.9%) of total assets. Deutsche EuroShop AG, Hamburg, measures the investment properties at fair value in accordance with IAS 40 (IFRS 13). A net valuation results of EUR 11,8 million (previous year: EUR -22,9 million) is reported in the 2025 financial year. Therefore, this had a significant impact on the consolidated profit in the 2025 financial year (EUR 215,1 million; previous year: EUR 123,5 million). The Group’s disclosures on investment properties are presented in the sections “6. Significant accounting policies and val- uation methods,” “8. Investment properties,” and “26. Measurement gains/losses” in the notes to the consol- idated financial statements. In addition, further infor- mation is provided in the comments in the “Financial Report” section in the combined management report. The fair value of the investment properties is deter- mined by the Legal Representative on the basis of appraisals by an external, internationally renowned expert. For this purpose, the appraiser has received current lists of properties and tenants as well as income and maintenance budgets. Based on this, the appraiser determines the fair value using current market data and internationally accepted valuation methods. Dis- counted cash flow methods are used to discount the expected future cash surpluses of a shopping center to the balance sheet date of 31 December 2025 using a property-specific discount and capitalization rate in line with the market. In the 2025 financial year, the appraiser carried out physical property inspections at nine prop- erties. In the last 36 months, all properties were phys- ically inspected by the appraiser. In our view, the valuation of investment properties was of particular significance in the context of our audit, as the valuation of this item, which is significant in terms of its amount, is based largely on estimates and assumptions. Even minor changes in the valuation-rel- evant parameters can lead to material changes in the fair values. Significant parameters in the financial year ended were the rental growth rate, the cost ratio, and the discount and capitalization rates. Their development reflects the different dynamics of property purchase price and rental price development, which is a key factor for the development of the fair values as at December 31, 2025 compared to the previous year. In addition, IAS 40 and IFRS 13 require a large number of disclosures in the notes, the completeness and appropriateness of which must be ensured. b) Audit approach and conclusions Our audit procedures included the assessment of the valuation method regarding compliance with IFRS 13. We verified the accuracy and completeness of the real estate and tenant data used on a sample basis. In addi-
Deutsche EuroShop . Financial Report 2025 119 tion, we traced the causes of changes in value com- pared to the previous year for selected shopping centers and, in particular, assessed the appropriate- ness of the valuation-relevant parameters used, espe- cially the rent growth rate, the cost ratio, and the dis- count and capitalization rate, taking into account the type and location of the selected properties. We dis- cussed specific matters with the appraiser and the Legal Representative in writing, by telephone, and in personal meetings. In addition to the substantive audit procedures men- tioned above, we have taken up the controls imple- mented by the legal representative. We visited two properties together with the appraiser and a further three properties together with the center managers responsible on site. We also satisfied ourselves of the independence and qualifications of the external appraiser engaged. With the knowledge that even small changes in the valua- tion-relevant parameters can have a material impact on the amount of the investment properties, we also assessed the sensitivity analyses performed by the external appraiser and the effects of possible fluctua- tions in these parameters. We have also assessed the appropriateness of the related notes to the consolidated financial statements. In our opinion, the Legal Representative of Deutsche EuroShop AG, Hamburg, has implemented an appropri- ate valuation method that is suitable for determining fair values in accordance with IFRS 13. In our opinion, the estimates made by the Legal Repre- sentative on which the accounting is based are suffi- ciently substantiated and enable an appropriate pres- entation in the consolidated financial statements. Other Information The Legal Representative and the Supervisory Board are responsible for the other information. The other information comprises: the declaration on corporate governance published on the company’s website, referred to in the “ Declaration on Corporate Governance (Sec. 289f, Sec. 315d HGB)” section of the combined management report. the disclosure in the “Risk Report” section under “Principles of the Risk Management System and the Internal Control System” of the combined management report. report of the Supervisory Board the other sections of the annual report that were already available at the time of this auditor’s report (“Deutsche EuroShop at a Glance”, “Statement on Corporate Management and Corporate Governance 2025”, “EPRA Report 2025”), but not the consolidated financial statements, not the information in the combined management report that has been reviewed for content, and not our accompanying audit opinion and the responsibility statement pursuant to Sec. 297 (2) sentence 4 HGB to the consolidated financial statements and the responsibility statement pursuant to Sec. 289 (1) sentence 5 in conjunction with Sec. 315 (1) sentence 5 HGB to the combined management report. The following other information is expected to be made available to us after the date of this auditor’s report: the other parts of the annual report that have not yet been published The Supervisory Board is responsible for the report of the Supervisory Board. The Legal Representative and the Super- visory Board are responsible for the declaration pursuant to Sec. 161 AktG [“Aktiengesetz”: German Stock Corporation
120 Information and service . Independent auditor’s report Act] on the German Corporate Governance Codex. In all ither respects, the Legal Representative is responsible for the other information. Our audit opinions on the consolidated financial statements and on the combined management report do not cover the other information, and consequently we do not express an audit opinion or any other form of assurance conclusion thereon. In connection with our audit, our responsibility is to read the other information mentioned above and, in so doing, to con- sider whether the other information is materially inconsistent with the consolidated financial statements, with the combined management report disclosures audited or with our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other infor- mation obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Legal Representative and the Supervisory Board for the consolidated financial statements and the combined management report The Legal Representative is responsible for the preparation of the consolidated financial statements that comply, in all material respects, with the IFRS Accounting Standards as adopted by the EU and the additional requirements if German commercial law pursuant to Sec. 315e (1) HGB, and that the consolidated financial statements, in compliance with these requirements, give a true and fair view of the assets, liabil- ities, financial position and financial performance of the Group- In addition, the Legal Representative is responsible for such internal control as he has determined necessary to enable the preparation of consolidated financial state- ments that are free from material misstatement, whether due to fraud. (i.e., fraudulent financial reporting and mis- appropriation of assets) or error. In preparing the consolidated financial statements, the Legal Representative is responsible for assessing the Group’s abil- ity to continue as a going concern. He also has the respon- sibility for disclosing, as applicable, matters related to going concern. In addition, he is responsible for financial reporting based on the going concern basis of accounting unless there is an intention to liquidate the Group or to cease operations, or there is no realistic alternative but to do so. Furthermore, the Legal Representative is responsible for the preparation of the combined management report that, as a whole, provides an appropriate view of the Group’s posi- tion and is, in all material respects, consistent with the con- solidated financial statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the Legal Rep- resentative is responsible for such arrangements and meas- ures as he has considered necessary to enable the prepa- ration of a combined management report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the combined management report. The Supervisory Board is responsible for overseeing the Group’s financial reporting proves for the preparation of the consolidated financial statements and of the combined man- agement report. Auditor’s responsibilities for the audit of the consolidated financial statements and of the combined management report Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and whether the combined management report as a whole provides an appropriate view of the Group’s position and, in all material respects, is consistent with consolidated financial statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future of future development, as well as to issue an auditor’s report that includes our opinions on the consolidated financial statements and on the combined management report.
Deutsche EuroShop . Financial Report 2025 121 Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Sec. 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaft- sprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are con- sidered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements and this combined management report. We exercise professional judgment and maintain profes- sional skepticism throughout the audit. We also: identify and assess the risks of material misstatement of the consolidated financial statements and of the combined management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting form fraud is higher than the risk of not detecting a material misstatement resulting form error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. obtain an understanding of internal control relevant to the audit of the consolidated financial statements and of arrangements and measures relevant to the audit of the combined management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control and of such arrangements and measures. evaluate the appropriateness of accounting policies used by the Legal Representative and the reasonableness of estimates made by the Legal Representative and related disclosure. conclude on the appropriateness of the Legal Representative’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the consolidated financial statements and in the combined management report or, if such disclosures are inadequate, to modify our respective opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to be able to continue as a going concern. evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements present the underlying transactions and events in a manner that gives a true and fair view of the assets, liabilities, financial position and financial performance of the Group in compliance with the IFRS Accounting Standards as adopted by the EU and the additional requirements of German commercial law pursuant to Sec. 315e (1) HGB. plan and perform the audit of the consolidated financial statements to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group to express opinions on the consolidated financial statements and on the combined management report. We are responsible for the direction, supervision and review of the work performed for the group audit. We remain solely responsible for our audit opinions. evaluate the consistency of the combined management report with the consolidated financial statements, its conformity with [German] law, and the view of the Group’s position it provides. perform audit procedures on the prospective information presented by the Legal Representative in the combined management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the Legal Representative as a basis for the prospective information and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate opinion on the prospective information and on the assumptions used as a basis.
122 Information and service . Independent auditor’s report There is a substantial unavoidable risk that future events will differ materially from the prospective information. We communicate with those charged with governance regarding, among other matters, the planned scope and tim- ing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a state- ment that we have complied with the relevant independence requirements and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable, the related safe- guards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the combined financial state- ments of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter. Other legal and regulatory requirements Report on the assurance on the electronic rendering of the combined financial statements and the combined management report prepared for publication purpose in accordance with Sec. 317 (3a) HGB. Opinion We have performed assurance work in accordance with Sec. 317 (3a) HGB to obtain reasonable assurance about whether the rendering of the consolidated financial statements and the combined management report contained in the file “529900Y9QTEFHFEKQ736-2025-12-31-1-de.xbri“ and pre- pared for publication purposes complies in all material respects with the requirements of Sec. 328 (1) HGB for the electronic reporting format (“ESEF format”). In accordance with German legal requirements, this assurance work extends only to the conversion of the information contained in the consolidated financial statements and the combined management report into the ESEF format and therefore relates neither to the information contained within these renderings nor to any other information contained in the file identified above. In our opinion, the rendering of the consolidated financial statements and the combined management report con- tained in the file identified above and prepared for publica- tion purposes complies in all material respects with the requirements of Sec. 328 (1) HGB for the electronic report- ing format. Beyond this assurance opinion and our audit opinions on the accompanying consolidated financial state- ments and the accompanying combined management report for the fiscal year from 1 January to 31 December 2025 contained in the “Report on the audit of the consolidated financial statements and of the combined management report” above, we do not express any assurance opinion on the information contained within these renderings or on the other information contained in the file identified above. Basis of the opinion We conducted our assurance work on the rendering of the consolidated financial statements and the combined man- agement report contained in the file identified above in accordance with Sec. 317 (3a) HGB and the IDW Assurance Standard: Assurance on the Electronic Rendering of Finan- cial Statements and Management Reports Prepared for Pub- lication Purposes in Accordance with Sec. 317 (3a) HGB (IDW AsS 410 (06.2022)). Our responsibility in accordance there- with is further described in the “Group auditor’s responsi- bilities for the assurance work on the ESEF documents” section. Our audit firm applies the IDW Standard on Quality Management 1: Requirements for Quality Management in the Audit Firm (IDW QMS 1 (09.2022)).
Deutsche EuroShop . Financial Report 2025 123 evaluate whether the ESEF documents enable an XHTML rendering with content equivalent to the audited consolidated financial statements and to the audited combined management report. evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) in accordance with the requirements of Art. 4 and 6 of Commission Delegated Regulation (EU) 2019/815, in the version in force at the date of the financial statements, enables appropriate and complete machine- readable XBRL copy of the XHTML rendering. Further information pursuant to Art. 10 of the EU Audit Regulation We were elected as group auditor by the Annual General Meeting on 27 June 2025. Pursuant to Sec. 318 (2) HGB, we are the auditor of the consolidated financial statements, as no other auditor was appointed. We were engaged by the Supervisory Board on 14 September 2025. We have been the group auditors of Deutsche EuroShop AG, Hamburg, without interruption since fiscal year 2024. We declare that the opinions expressed in this auditor’s report are consistent with the additional report to the Audit Committee pursuant to Art. 11 of the EU Audit Regulation (long-form audit report). Other matter - use of auditor’s report Our auditor’s report must always be read together with the audited consolidated financial statements and the audited combined management report as well as the assured ESEF documents. The consolidated financial statements and the combined management report converted to the ESEF format - including the versions to be published in the Unterneh- mensregister [German Company Register] - are merely elec- tronic renderings of the audited consolidated financial state- ments and the audited combined management report and do not take their place. In particular, the ESEF report and our assurance opinion contained therein are to be used solely together with the assured ESEF documents made available in electronic form. Responsibilities of the Legal Representative and the Supervisory Board of the ESEF documents The Legal Representative of the Company is responsible for the preparation of the ESEF documents including the elec- tronic rendering of the consolidated financial statements and the combined management report in accordance with Sec. 328 (1) Sentence 4 No. 1 HGB and for the tagging of the consolidated financial statements in accordance with Sec. 328 (1) Sentence 4 No. 2 HGB. In addition, the Legal Representative of the Company is responsible for such internal control as they have deter- mined necessary to enable the preparation of ESEF docu- ments that are free from material intentional or uninten- tional non-compliance with the requirements of Sec. 328 (1) HGB for the electronic reporting format. The Supervisory Board is responsible for overseeing the process for preparing the ESEF documents as part of the financial reporting process. Group auditor’s responsibilities for the as surance work on the ESEF documents Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material inten- tional or unintentional non-compliance with the require- ments of Sec. 328 (1) HGB. We exercise professional judg- ment and maintain professional skepticism throughout the assurance work. We also: identify and assess the risks of material intentional or unintentional non-compliance with the requirements of Sec. 328 (1) HGB, design and perform assurance procedures responsive to those risk, and obtain assurance evidence that is sufficient and appropriate to provide a basisi for our assurance opinion. obtain an understanding of internal control relevant to the assurance on the ESEF documents in order to design assurance procedures that are appropriate in the circumstances, but not for the purpose of expressing an assurance opinion on the effectiveness of these controls. evaluate the technical validity of the ESEF documents, i.e., whether the file containing the ESEF documents meets the requirements of Commission Delegated Regulation (EU) 2019/815, in the version in force at the date of the financial statements, on the technical specification for this file.
124 Information and service . Independent auditor’s report German Public Auditor responsible for the engagement The German Public Auditor responsible for the engagement is Till Kohlschmitt. Hamburg, 27 March 2026 RSM Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft Florian Riedl Wirtschaftsprüfer (German Public Auditor) Till Kohlschmitt Wirtschaftsprüfer (German Public Auditor)
Deutsche EuroShop . Financial Report 2025 125 EPRA reporting The Brussels-based European Public Real Estate Associa- tion (EPRA) has set itself the goal of improving the transpar- ency and comparability of reports published by listed com- panies in Europe. To this end, EPRA has defined key figures in its Best Practices Recommendations. Deutsche EuroShop supports this goal as a member of EPRA. The EPRA Best Practices Recommendations (hereinafter “BPR”), as amended,1 were used to determine the key fig- ures. April 2024 saw the publication of the current revised BPR, which made some key changes to how the EPRA earn- ings figure is calculated. Overview of EPRA key figures EPRA earnings¹ EPRA NRV EPRA NTA EPRA NDV EPRA loan-to-value ratio (EPRA LTV ratio) EPRA net initial yield (EPRA NIY) EPRA “topped-up” net initial yield EPRA cost ratio (incl. direct vacancy costs) EPRA cost ratio (excl. direct vacancy costs) EPRA vacancy rate 31.12.2025 31.12.2024 Change in € thousand 145,219 2,402,458 2,154,621 1,893,372 per share in € 1.92 31.72 28.45 25.00 in € thousand 161,585 2,441,689 2,197,992 1,900,983 per share in € 2.12 32.24 29.02 25.10 +/- in % -16,366 -39,231 -43,371 -7,611 in % -10.1 -1.6 -2.0 -0.4 31.12.2025 31.12.2024 Change in % 43.4 5.9 5.9 22.6 21.6 5.0 in % 41.1 5.8 5.9 21.1 20.1 6.7 in % points 2.3 0.1 0.0 1.5 1.5 -1.7 1 EPRA earnings have been adjusted for one-off items in accordance with the current “Best Practice Recommendations” issued by EPRA for the first time. The adjustment relates to non-recurring expenses arising from the early termination of interest rate swaps as part of the Group’s realignment of its financing structure. The previous year’s figure has been restated accordingly to ensure comparability. 1 The current version of the EPRA Best Practices Recommendations can be found at: www.epra.com/finance/financial-reporting/guidelines
126 Information and service . EPRA reporting EPRA earnings EPRA earnings represent sustained operating earnings and thus lay the foundation for a real estate company’s ability to pay a dividend. To calculate this, the profit/loss for the year is adjusted to reflect any income components that have no sustained, recurring impact on operational performance. EPRA earnings are therefore essentially comparable with the “funds from operations” (FFO) parameter used by us. In contrast to EPRA earnings, in the case of FFO all non-cash deferred taxes are adjusted. EPRA earnings x 01.01. - 31.12.2025 01.01. - 31.12.2024 Change Consolidated profit in € thousand 215,050 per share in € 2.84 in € thousand 123,514 per share in € 1.62 per share in € 1.22 in % 75.3 Measurement gains/losses on investment properties Measurement gains/losses on investment prop- erties (at equity) -11,804 -2,613 Measurement gains/ losses on investment properties¹ One-off effects¹ ² Deferred taxes on adjustments¹ EPRA earnings Weighted number of no-par-value shares issued 22,870 -8,231 -14,417 2,739 -58,153 145,219 -0.19 0.04 -0.77 1.92 14,639 1,876 21,556 161,585 0.19 0.02 0.29 2.12 -0.38 0.02 -1.06 -0.20 -200.0 100.0 -365.5 -9.4 75,743,854 76,090,428 1 2 Including the share attributable to equity-accounted joint ventures and associates EPRA earnings have been adjusted for one-off items in accordance with the current “Best Practice Recommendations” issued by EPRA for the first time. The adjustment relates to non-recurring expenses arising from the early termination of interest rate swaps as part of the Group’s realignment of its financing structure. The previous year’s figure has been restated accordingly to ensure comparability. EPRA Earnings in € million / in € per share 122.0 129.6 172.4 161.6 145.2 1.97 2.10 2.29 2.12 1.92 2021 61.8 2022 61.8 2023 75.1 2024 76.1 2025 75.7 Weighted number of no-par-value shares issued, in million
Deutsche EuroShop . Financial Report 2025 127 Net asset value EPRA net reinstatement value (EPRA NRV): The EPRA NRV determines the long-term net asset value that would be required to rebuild the Company in the exist- ing form. This approach excludes sales of assets and con- sequently does not include deferred taxes. The ancillary acquisition costs needed to rebuild the entity are added back at their appraisal value. EPRA NRV Equity Derivative financial instruments measured at fair value¹ Deferred taxes on investment properties and deriva- tive financial instruments¹ Goodwill as a result of deferred taxes Less ancillary acquisition costs¹ EPRA NRV Number of no-par-value shares issued as at the re- porting date 31.12.2025 per share in € thousand 1,901,467 in € in € thousand 1,884,540 25.10 0 304,900 -51,719 247,810 2,402,458 0.00 4.03 -0.68 3.27 31.72 3,128 362,055 -51,719 243,685 2,441,689 31.12.2024 per share in € 24.88 0.04 4.78 -0.68 3.22 32.24 75,743,854 75,743,854 1 Including the share attributable to equity-accounted joint ventures and associates EPRA net tangible assets (EPRA NTA): The EPRA NTA measures the net asset value of a company based on a business model with a long-term focus. To do this, Group equity is adjusted for assets and liabilities that are unlikely to be realised if held over the long term. Deutsche EuroShop does not include deferred taxes when calculating the EPRA NTA as Deutsche EuroShop’s business model is geared towards generating long-term rental income rather than selling shopping centers for short-term profit.
128 Information and service . EPRA reporting EPRA NTA EPRA NRV Ancillary acquisition costs¹ Intangible assets EPRA NTA Number of no-par-value shares issued as at the reporting date 31.12.2025 per share in € thousand 2,402,458 -247,810 -27 in € in € thousand 2,441,689 -243,685 -12 31.72 -3.27 0.00 31.12.2024 per share in € 32.24 -3.22 0.00 2,154,621 28.45 2,197,992 29.02 75,743,854 75,743,854 1 Including the share attributable to equity-accounted joint ventures and associates EPRA net disposal value (EPRA NDV): The EPRA NDV indicates the net asset value that would result if the assets and liabilities were not held to maturity. The EPRA NDV thus also factors in assets and liabilities measured at fair value as at the reporting date, which are unlikely to be realised taking a long-term view. In addition, it is assumed that deferred taxes from the balance sheet and from the fair value measurement of the financial liabil- ities will be realised and will therefore have to be deducted. EPRA NRV/NTA/NDV in € per share 42.10 38.43 32.37 41.49 37.81 34.49 34.78 31.58 28.39 32.24 29.02 25.10 31.72 28.45 25.00 in € million EPRA NRV EPRA NTA EPRA NDV Number of no-par-value shares issued as at the reporting date, in million 2021 2,601.20 2,374.40 2,000.00 2022 2,563.30 2,335.90 2,130.70 2023 2,659.20 2,414.40 2,170.90 2024 2,441.70 2,198.00 1,901.00 2025 2,402.46 2,154.62 1,893.37 61.8 61.8 76.5 75.7 75.7
Deutsche EuroShop . Financial Report 2025 EPRA NDV EPRA NRV Ancillary acquisition costs¹ Derivative financial instruments measured at fair value¹ Difference between non-accounted financial liabilities measured at fair value and their carrying amount¹ Deferred taxes on difference between non-accounted financial liabilities measured at fair value and their carrying amount¹ Deferred taxes on investment properties and derivative financial instruments¹ EPRA NDV Number of no-par-value shares issued as at the reporting date 129 31.12.2024 per share in € 32.24 -3.22 -0.04 1.09 -0.19 -4.78 25.10 31.12.2025 per share in € thousand 2,402,458 -247,810 0 52,328 in € in € thousand 2,441,689 -243,685 31.72 -3.27 0.00 0.69 -3,128 82,699 -8,704 -0.11 -14,537 -304,900 1,893,372 -4.03 25.00 -362,055 1,900,983 75,743,854 75,743,854 1 Including the share attributable to equity-accounted joint ventures and associates
130 Information and service . EPRA reporting EPRA loan-to-value (EPRA LTV) The EPRA LTV ratio indicates the ratio of net debt to real estate assets. The assets and liabilities taken into account in the calculation are included in proportion to the Group’s share in the respective items. Another key difference to the LTV figures previously reported in the Group is the inclusion of other liabilities in the EPRA LTV ratio. EPRA LTV in € thousand Bank loans and overdraft Securities Hybrid financial instruments Bonds Derivative financial instruments in foreign currency Other liabilities (net) Owner-occupied property (liabilities) Debt with equity features Less cash and cash equivalents Net debt Investment properties Owner-occupied property Real estate assets held for sale Real estate assets under construction Intangible assets (excluding goodwill) Other assets (net) Financial assets Property assets EPRA LTV in % Group At equity 1,593,730 0 0 497,685 0 12,499 166 0 -387,405 1,716,675 4,020,721 159 0 0 27 0 0 4,020,907 54,978 0 0 0 0 -691 0 0 -3,508 50,779 162,460 0 0 0 0 0 0 162,460 Share of third-party shareholders -133,201 0 0 0 0 -2,368 0 0 13,520 -122,049 -389,371 0 0 0 0 0 0 -389,371 31.12.2025 Total (pro- portional) 1,525,507 0 0 497,685 0 9,440 166 0 -377,393 1,645,405 3,793,810 159 0 0 27 0 0 3,793,996 43.4 1 Other liabilities (net) include trade receivables as well as other assets less trade payables, tax liabilities, other provisions and other current liabilities.
Deutsche EuroShop . Financial Report 2025 131 Group At equity 1,808,374 0 0 0 0 24,710 230 0 -212,438 1,620,876 3,966,721 223 0 0 12 0 0 3,966,956 55,793 0 0 0 0 -805 0 0 -3,675 51,313 158,960 0 0 0 0 0 0 158,960 Share of third-party shareholders -132,935 0 0 0 0 -15,410 0 0 14,931 -133,414 -381,426 0 0 0 0 0 0 -381,426 31.12.2024 Total (pro- portional) 1,731,232 0 0 0 0 8,495 230 0 -201,182 1,538,775 3,744,255 223 0 0 12 0 0 3,744,490 41.1
132 Information and service . EPRA reporting EPRA net initial yield and EPRA “topped-up” net initial yield The EPRA net initial yield is calculated on the basis of annu- alised rental income as at the reporting date less the costs that are not allocable to tenants, calculated in proportion to the market value of the property including ancillary acqui- sition costs. The EPRA “topped-up” net initial yield also takes into account granted rental incentives in the determination of annualised rental income. EPRA net initial yield (EPRA NIY) and EPRA “topped-up” net initial yield in € thousand Market value investment properties Market value investment properties (at equity) Market value investment properties¹ Less expanded space¹ Less ancillary acquisition costs¹ Market value investment properties (gross) Annualised rental income¹ Non-allocable property expenses¹ Annualised net rental income Rental incentives and other rental adjustments¹ Annualised “topped-up” net rental income EPRA net initial yield (EPRA NIY) EPRA “topped-up” net initial yield 1 Including the share attributable to equity-accounted joint ventures and associates 31.12.2025 4,020,721 162,460 4,183,181 -8,860 247,810 4,422,131 291,460 -30,778 260,682 1,614 262,296 5.9 % 5.9 % 31.12.2024 3,966,721 158,960 4,125,681 -8,860 243,685 4,360,506 287,472 -32,989 254,483 1,949 256,432 5.8 % 5.9 %
Deutsche EuroShop . Financial Report 2025 133 EPRA vacancy rate EPRA cost ratio The EPRA cost ratio compares the sum of operating and administrative costs with rental income, allowing for an esti- mation of cost efficiency across comparable real estate companies. Operating and administrative costs comprise all expenses that cannot be allocated or passed on from the management of the property portfolio (excluding deprecia- tion, interest and taxes) as well as Group management costs. Costs are not capitalised. The EPRA vacancy rate is the ratio of the market value of vacant space to the market rent of the entire portfolio as at the reporting date. EPRA vacancy rate in € thousand Market rent for vacancy¹ Total market rent¹ EPRA vacancy rate 31.12.2025 31.12.2024 18,523 276,104 6.7 % 14,113 281,156 5.0 % 1 Including the share attributable to equity-accounted joint ventures and associ- ates EPRA cost ratio in € thousand Operating and administrative costs for property¹ Write-downs and derecognition of receivables¹ Other operating expenses¹ excluding financing costs Other revenue from cost allocations and reimbursements¹ EPRA costs (incl. direct vacancy costs) Direct vacancy costs¹ EPRA costs (excl. direct vacancy costs) Rental revenue (excluding cost allocations and reimbursements)¹ EPRA cost ratio (incl. direct vacancy costs)² EPRA cost ratio (excl. direct vacancy costs)³ 01.01.- 31.12.2025 51,337 7,459 9,821 -6,128 62,489 -2,813 59,676 276,841 22.6 % 21.6 % 01.01.- 31.12.2024 47,925 7,934 10,152 -7,929 58,082 -2,821 55,261 275,492 21.1 % 20.1 % 1 2 3 Including the share attributable to equity-accounted joint ventures and associates The EPRA cost ratio (incl. direct vacancy costs) excluding write-downs and derecognition of receivables would be 19.9 % (previous year: 18.2 %). The EPRA cost ratio (excl. direct vacancy costs) excluding write-downs and derecognition of receivables would be 18.9 % (previous year: 17.2 %).
134 Information and service . EPRA reporting Investments in real estate assets Investments in the Group’s real estate assets amounted to: EPRA investments in real estate assets Acquisitions Developments, new construction Investment properties Incremental lettable space Non-incremental lettable space Tenant incentives EPRA investments in real estate assets¹ 31.12.2025 31.12.2024 Group 0 0 At equity 0 0 Total 0 0 Group 0 0 At equity 0 0 0 32,196 6,923 0 737 347 0 0 32,933 7,270 47,179 4,744 0 -13 -301 Total 0 0 0 47,166 4,443 39,119 1,084 40,203 51,923 -314 51,609 1 Investments in 2025 and 2024 almost entirely affect cash in the year in question. The investments in the portfolio properties arise from investments in the center infrastructure and in rental areas as well as from the ongoing “At Your Service” investment programme. Interest was not capitalised as part of the investments.
Deutsche EuroShop . Financial Report 2025 135 EPRA like-for-like net rental growth The EPRA like-for-like net rental growth shows growth based on an unchanged real estate portfolio composition. Acquisitions or sales during the reporting year are not taken into account. EPRA like-for-like net rental growth in € thousand Minimum rental income Allocable property tax and insurance Net rental income Other Revenue of which Germany Abroad 2025 255,445 5,773 8,288 887 270,393 Like-for-like change 1,523 -1,785 -391 -357 Like-for-like change (in %) 0.6 -23.6 -4.5 -28.7 -1,010 -0.4 2024 253,922 7,558 8,679 1,244 271,403 224,697 45,696 -3,499 2,489 -1.5 5.8 228,196 43,207
136 Information and service . Contact and legal Contact and legal Published by Deutsche EuroShop AG, Heegbarg 36, 22391 Hamburg Germany Phone: +49 (0)40 - 41 35 79-0 Fax: +49 (0)40 - 41 35 79-29 www.deutsche-euroshop.de ir@deutsche-euroshop.de Concept and design Berichtsmanufaktur, Hamburg Pictures Deutsche EuroShop, ECE Cover: Gabriele Dünwald (Image generated using artificial intelligence) Responsible for the editorial content: Deutsche EuroShop AG, Hamburg DISCLAIMER Author contributions: Texts identified by name do not nec- essarily reflect the opinion of Deutsche EuroShop AG. The respective authors are responsible for the content of the texts. Trademarks: All trademarks and brand or product names mentioned in this Annual Report are the property of their respective owners. This applies in particular to DAX, MDAX, SDAX and Xetra, which are registered trademarks and the property of Deutsche Börse AG. Rounding and rates of change: Percentages and figures stated in this report may be subject to rounding differences. The prefixes before rates of change are based on economic considerations: improve- ments are indicated by a plus (+); deteriorations by a minus (-). Forward-looking statements: This Annual Report con- tains forward-looking statements based on estimates of future developments by the Executive Board. The statements and forecasts represent estimates based on all of the infor- mation available at the current time. If the assumptions on which these statements and forecasts are based do not materialise, the actual results may differ from those cur- rently forecast. Publications for our shareholders: Annual Report (German and English), Quarterly Statement 3M, Quar- terly Statement 9M and Half-Year Financial Report (German and English). The Annual Report of Deutsche EuroShop is available online at www.deutsche-euroshop.com as a PDF file and ePaper.