17. Equity

The development of the group equity is presented in the consolidated statement of changes in equity as an explicit component of the financial statements before the Notes to the Consolidated Financial Statements.

Issued capital

As of 31 December 2025, the company’s share capital remained unchanged from the previous year at €126,000 thousand and is divided into 126,000,000 (previous year: 126,000,000) no-par value bearer shares with a nominal value of €1.00 each. Each share has one vote. As of the balance sheet date, no shares had been utilised to service the convertible bond.

Authorised and contingent capital. In accordance with Section 4 para. Section 3 of the Articles of Association of Bechtle AG, the Executive Board is authorised to increase the company’s share capital by up to €8,900 thousand until 26 May 2030 with the approval of the Supervisory Board by issuing new bearer shares (authorised capital in accordance with the resolution of the Annual General Meeting on 11 June 2025).

Subject to the approval of the Supervisory Board, the Executive Board is authorised to determine further details of the capital increases from the authorised capital. Furthermore, the Executive Board is authorised, with the approval of the Supervisory Board, to exclude shareholders’ subscription rights under certain conditions.

In accordance with Section 4 para. Section 4 of the Articles of Association of Bechtle AG, the Executive Board is authorised to conditionally increase the company’s share capital by up to €6,300 thousand (Conditional Capital 2021) if:

• holders or creditors of conversion or option rights from bonds issued between 15 June 2021 and 27 May 2025 exercise their rights or fulfil their conversion obligation.

• Bechtle AG exercises its option to grant shares instead of a cash payment unless treasury shares or other forms of fulfilment are used.

In addition, the Executive Board is authorised in accordance with section 4 (5) of the Articles of Association of Bechtle AG to conditionally increase the company’s share capital by up to €10,000 thousand (conditional capital 2025) if:

• holders or creditors of conversion or option rights from bonds issued between 27 May 2025 and 26 May 2030 exercise their rights or fulfil their conversion obligation.

• Bechtle AG exercises its option to grant shares instead of a cash payment unless treasury shares or other forms of fulfilment are used.

Capital reserves

The capital reserves mainly include the issue premium from capital increases carried out, the issue of convertible bonds in the amount of €26,685 thousand in the 2023 fiscal year and share-based remuneration in the amount of €3,077 thousand (previous year: €2,017 thousand) and amounted to €69,990 thousand as of 31 December 2025 (previous year: €68,930 thousand).

Retained earnings

Accrued profits. At the Annual General Meeting on 27 May 2025, a resolution was passed to distribute a dividend of €0.70 per dividend-bearing share for the 2024 fiscal year (total dividend: €88,200 thousand). The dividend was paid out on 2 June 2025. In the previous year, a dividend of €88,200 thousand was paid on 14 June 2024.

Dividends may only be paid from the net profit and the retained earnings of the company, as recognised in the Annual Financial Statements of Bechtle AG prepared in accordance with German commercial law. These amounts deviate from the total equity as presented in the consolidated financial statements in accordance with IFRS. The resolution for the payment of future dividends is jointly proposed by the Executive Board and Supervisory Board of the company and adopted by the Annual General Meeting. The decisive factors are, in particular, profitability, the financial position, capital requirements, business prospects and the general economic framework conditions of the company. Since Bechtle’s strategy is geared towards internal and external growth, investments will be necessary for this purpose, which should – where possible – be equity-financed. The Executive Board resolved to propose to the Supervisory Board and the Annual General Meeting that the net retained profits for the 2025 fiscal year of €88,200 thousand be used to distribute the regular dividend of €0.70 per dividend-bearing share.

In addition to the total dividend paid out for the 2024 fiscal year, retained earnings in the reporting period also changed by the total comprehensive income of the shareholders of Bechtle AG in the amount of €225,212 thousand, consisting of earnings after taxes of the shareholders of Bechtle AG (€229,211 thousand) and other comprehensive income(−€3,999 thousand). Accordingly, retained earnings as of 31 December 2025 amounted to €1,853,528 thousand (previous year: €1,716,516 thousand). In the previous year, in addition to the dividend payment, there was a change from the total comprehensive income of the shareholders of Bechtle AG in the amount of €255,017 thousand.

Accumulated other comprehensive income. In terms of its accumulated balance as of the balance sheet date and its change during the reporting period, the other comprehensive income that is to be recognised in equity outside profit or loss is composed as follows:

Accordingly, other comprehensive income amounted to −€3,999 thousand in the reporting period (previous year: €9,519 thousand). As in the previous year, the amount reclassified to the consolidated income statement(−€134 thousand) was reclassified to financial expenses. The other comprehensive income and the total comprehensive income of €225,212 thousand (previous year: €255,017 thousand) are attributable to the shareholders of Bechtle AG.

Treasury shares

The Executive Board of Bechtle AG was last authorised by resolution of the Annual General Meeting on 11 June 2024, with the approval of the Supervisory Board, to purchase treasury shares in the company in accordance with section 71 para. 1 no. 8 AktG. The purchase of treasury shares must comply with the content of the resolution of the Annual General Meeting. This authorisation is valid until 10 June 2029.

In the reporting period, there were no transactions in treasury shares. Thus, as was the case on 31 December 2024, the company did not hold any treasury shares as of 31 December 2025.

Non-controlling interests

As of 30 June 2024, Planet AI GmbH, which was accounted for as a joint venture using the equity method in 2023, was fully consolidated in the scope of consolidation with 51 per cent of the shares and voting rights. In the reporting period, the non-controlling interests in Planet AI (€2,737 thousand, previous year €4,271 thousand) accounted for earnings after taxes of −€887 thousand (previous year −€647 thousand).

Capital management

Within the scope of the capital management (IAS 1.134 f), Bechtle focuses on a sound capital structure with a high equity ratio, a high return on assets and a comfortable liquidity situation, and, in this connection, on cash-flow-based indicators such as working capital.

At €2,052,255 thousand, Bechtle’s equity as of 31 December 2025 was of a high level and improved compared to the previous year (€1,915,070 thousand). Equity(+7.2 per cent) increased less than debt(+9.6 per cent) in the reporting period, which is reflected in a slightly lower equity ratio of 44.9 per cent (previous year: 45.4 per cent). The increase in liabilities is due in particular to higher trade payables, lease liabilities and contract liabilities. In the reporting period, the existing loans were repaid according to schedule. The negative change in equity recognised directly in equity, together with the dividend distribution in the reporting period, led to a lower return on equity of 12.24 per cent (previous year: 14.44 per cent). The return on total assets fell to 6.2 per cent (previous year: 7.2 per cent).

The unchanged goal of Bechtle’s capital management is to retain a strong equity base in order to maintain the trust of investors, lenders and the market, and to facilitate future internal and external growth. To maintain or adjust the capital structure, the group may also adjust the dividend payments to shareholders, issue new shares or buy back treasury shares, and even retire shares if necessary.

The group’s sound capital structure also forms the basis for financial flexibility and extensive independence from outside creditors, which is very important for Bechtle. The objective is to have a comfortable liquidity situation to ensure full solvency at all times. As of 31 December 2025, Bechtle had cash and cash equivalents and investments in cash and securities amounting to €452,031 thousand (previous year: €716,202 thousand). With respect to the structure of these assets, quick availability is more important than maximum yield, e.g. in order to have access to cash and cash equivalents whenever necessary for acquisitions or large project pre-financing measures, thereby being able to benefit from such opportunities. The liquidity situation is managed and monitored by the treasury.

Against this background, cash flow-based key indicators such as the working capital, DSO and other capital tie-up periods are highly significant. Bechtle controls these indicators in order to tie up as little capital and liquidity as possible in its operational service creation process. Inventories remained at almost the same level as in the previous year, while trade payables and contract liabilities increased. This led to lower working capital of €500,548 thousand (previous year: €560,842 thousand). Bechtle defines working capital as the balance of certain balance sheet items (inventories, trade receivables and deferred income for customer maintenance agreements) on the assets side and certain balance sheet items (trade payables, contract liabilities and deferred income) on the equity and liabilities side.

As of 31 December 2025 and 31 December 2024 respectively, no fundamental changes had been made to the capital management goals, guidelines and procedures.