Other disclosures

(39) Related party disclosures

Balances and transactions between PCC SE and its consolidated subsidiaries that are related parties were eliminated during consolidation and are not disclosed in this Note. Details regarding transactions between the PCC Group and other related parties are provided in the following.

Related parties are: the sole shareholder and ultimate controlling party of PCC SE, Mr. Waldemar Preussner, as well as management in key positions (members of the Executive Board and members of the Supervisory Board of PCC SE) and their family members. With regard to the compensation of the members of the Executive Board and the Supervisory Board, please refer to the explanations in Note (41) Corporate Bodies. The other receivables include a receivable from the sole shareholder of PCC SE in the amount of € 0.3 million (previous year: € 0.1 million). This receivable is short-term and bears interest at 6.0 % p.a., as in the previous year.

As of the reporting date of December 31, 2025, the PCC Group had receivables from affiliated companies not included in the consolidated financial statements for reasons of materiality totaling € 6.3 million (previous year: € 5.4 million). These consist of loans, trade accounts receivable, and current loan receivables. Intra-group financing arrangements bear interest at rates ranging from 6.5 % p.a. to 10.0 % p.a.

In principle, sales to related parties and purchases from related parties are conducted at arm’s-length prices. The outstanding items as of the end of the fiscal year are unsecured, non-interest-bearing, and are settled by cash payment. There are no guarantees for receivables from related parties or liabilities to related parties.

As of the reporting date, receivables from loans totaling € 11.4 million (previous year: € 12.5 million) were due from the joint venture OOO DME Aerosol. As in the previous year, these bear interest at a rate of 10.0 % per annum. The loans were granted for the development and construction of a dimethyl ether plant on the joint venture partner’s premises. In addition, both shareholders provided financial resources for start-up financing and to cover the initial debt service. PCC continued to service its debt in fiscal 2025 within the framework of the existing sanctions.

(40) Alternative performance measures

The consolidated financial statements and the management report of the PCC Group are prepared in accordance with currently applicable accounting standards. In addition to the disclosures and ratios required by these standards, the PCC Group uses and publishes alternative performance measures (APMs). These are not subject to the regulations of the accounting standards. The PCC Group determines and uses APMs in order to facilitate comparability of key performance indicators over time and within the international business environment. These performance measures are used both in the assessment of external third parties and also internally for the management and control of business units.

Determination of these performance measures is by addition, subtraction, multiplication or division of individual or several items in the consolidated balance sheet and the consolidated statement of income. The APMs were applied unchanged from the previous period.

The PCC Group determines the following alternative performance measures:

  • EBIT
  • EBITDA
  • Net debt
  • Net debt / EBITDA leverage ratio
  • Return on capital employed (ROCE)
  • Capital employed
  • Gross profit
  • Gross margin

EBIT (Earnings Before Interest and Taxes) serves as a measure of operating profit without taking into account differing international taxation systems and differing financing structures. The PCC Group ascertains its figures as follows:
EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) provides an indication of the operating result before financial items and unaffected by differing depreciation and amortization methods and the associated valuation margins. It is determined within the PCC Group as follows:
The EBIT margin and EBITDA margin are relative performance indicators used by the PCC Group for the internal management of its segments and for international comparison. To determine these ratios, EBITDA and EBIT are set in relation to sales revenues.

For information on the use and calculation of net borrowings and the net debt/EBITDA leverage ratio, please refer to Note (38) and the explanatory comments there on capital structure management.
Return on capital employed (ROCE) is the ratio of EBIT to average capital employed. EBIT is the profit or loss (operating result) before interest and taxes. Capital employed is calculated from the equity and debt capital employed by the PCC Group at their carrying amounts. Gross margin is the ratio of gross profit to sales revenue.

(41) Corporate bodies

PCC SE has the following corporate bodies:

Executive Board:

  • Dr. Peter Wenzel, Chairman of the Executive Board, responsible for Corporate and Project Development, and Sustainability
  • Riccardo Koppe, responsible for Finance, Human Resources, Public Relations, and Internal Organization
  • Dr. rer. oec. (BY) Alfred Pelzer, responsible for Chemical Production, Logistics, and Sales

In fiscal 2025, the Executive Board received non-performance-related remuneration of € 0.8 million (previous year: € 0.7 million), with the total recognized as short-term benefits. No performance-based compensation was granted in either the reporting year or the previous year.

Supervisory Board:

  • Dipl.-Volkswirt Waldemar Preussner, Chairman of the Supervisory Board
  • Dr. Hans-Josef Ritzert, Vice Chairman of the Supervisory Board
  • Ulrike Warnecke

In fiscal 2025, the Supervisory Board received fixed, non-performance-related remuneration totaling € 0.3 million (previous year: € 0.3 million), with the total recognized as short-term benefits.

Annual General Meeting:

The Annual General Meeting of PCC SE took place on May 28, 2025. At the meeting, the consolidated financial statements and Group Management Report for 2024 were duly approved. The actions of the Executive Board and the Supervisory Board of PCC SE were likewise duly approved. Grant Thornton AG, Düsseldorf, was appointed as the auditor for the 2025 fiscal year.

(42) Events after the reporting date

Effective February 16, 2026, PCC SE issued a new bond carrying the code ISIN DE000A460Q50 with a maturity date of February 1, 2028. The bond has a coupon of 4.00 % per annum.

Effective March 2, 2026, PCC SE issued a new bond carrying the code ISIN DE000A460Q68 with a maturity date of April 1, 2031. The bond has a coupon of 5.50 % p.a.

The bond carrying the code ISIN DE000A3MQZM5 issued by PCC SE with a placed volume of € 21.0 million was fully redeemed on April 1, 2026. This bond was issued on May 2, 2022, and had a coupon of 4.00 % p.a.

On February 28, 2026, the Middle East conflict escalated once again following military strikes by the United States and Israel on targets in Iran. The resulting uncertainty led to increased volatility in the financial and commodity markets and, consequently, to rising prices for chemical products. Due to the close link between crude oil and energy prices and the cost structure of the chemical industry, collateral price increases for chemical products, as well as higher procurement costs for energy- and raw material-intensive precursors are also expected. Furthermore, higher energy prices may impact transportation, logistics, and production costs. The Group is continuously monitoring the further development of the geopolitical situation, as well as the commodity and sales markets and will take appropriate risk management measures as necessary. At the time of preparing the financial statements, the financial impact on the Group could not yet be reliably quantified.
(43) Miscellaneous
The PCC Group and the individual German companies were audited by Grant Thornton AG Wirtschaftsprüfungsgesellschaft, Düsseldorf, Germany, and their respective financial statements were each given an unqualified audit certificate. The fee for the audit services for these companies and the Group amounted to € 346.0 k (previous year: € 330.6 k). In the reporting year, as in fiscal 2024, neither tax consultancy services nor other services over and above those indicated were provided.

For fiscal 2025, PCC Trade & Services GmbH, Duisburg, Germany, has invoked the exemption provisions of Section 264 (3) HGB (German Commercial Code).
(44) Schedule of shareholdings in accordance with Section 313 (2) HGB (German Commercial Code)
Duisburg, May 5, 2026

PCC SE

The Executive Board
Dr. Peter Wenzel
Riccardo Koppe
Dr. rer. oec. (BY) Alfred Pelzer