Report of the Supervisory Board
Supervisory Board
Main developments financial year 2025/2026
TSN faced multiple challenges during the financial year 2025-2026. The company’s performance was impacted by trade tariffs imposed on imports into the USA, market conditions, operational setbacks and its high-cost structure. Though 2025-2026 EBITDA improved and amounted to €268 million compared to €93 million in the previous year, 2025-2026 was closed with a loss of €206 million which is a disappointing outcome. TSN also had a challenging year from a licence-to-operate perspective, with notably the Cokes and Gas Plants being subject to multiple enforcement measures.
Despite these challenges, TSN continued its work with the government and other stakeholders on transitioning to sustainable steel making (the Green Steel Project). In September 2025, the non-binding Joint Letter of Intent (JLoI) was signed by the Dutch Government, our Indian-based parent company Tata Steel Ltd., the Province of Noord-Holland (Province), and TSN setting out the aims and objectives of the parties, and constituting an important step in the statutory and regulatory process to carry out negotiations towards the Tailor-Made Agreement for government subsidy to realise the Green Steel Project after satisfactory completion of relevant conditions on both sides.
In addition, the company made substantial progress with its three-pillar transformation programme SCALE, aimed at increasing productivity and cost reduction, preparing the Green Steel Project and strengthening TSN’s licence to operate.
Our activities
Under these challenging circumstances, the Supervisory Board continued its intensified supervision. The Supervisory Board held six regular meetings during the year 2025-2026 and 18 extra meetings, with and without management. In addition to the monitoring of the company’s operational and financial performance, several deep dives on specific topics were discussed and the Supervisory Board advised the Board of Management on important strategic decisions.
Licence to operate
Ample time was spent on the three-pillar transformation programme SCALE and specifically on the company’s Licence to Operate. The Supervisory Board was informed on the actions taken to resolve outstanding legacy matters and to strengthen the organisation to improve the company’s environmental performance. The Supervisory Board was informed on the interactions between the company and regulators and other relevant authorities. The Supervisory Board also met with the Environmental Agency North Sea Channel Area (EA) and members of the Supervisory Board also interacted with local and central authorities.
The Supervisory Board took note of enforcement measures imposed on the company, including penalties imposed in relation to (i) emissions of MVP1 and MVP2 substances at the Cokes and Gas Plants (CGPs), amounting to €21,940,000 in total and (ii) dust emissions at the Continuous Caster Machines 22 and 21 at the Steel Plant, amounting to €1,000,000. The Supervisory Board discussed and monitored reports on mitigating actions taken by the Board of Management and interactions with the relevant authorities on this subject.
Regarding the CGPs, the Supervisory Board was informed that discussions between the company and the relevant authorities are ongoing with the objective of agreeing on a timeline for a safe and controlled closure of the CGPs, allowing the site to prepare and implement projects for the import of cokes and natural gas supply, as well as separation of assets including permitting requirements, in order to be able to continue steel production at the IJmuiden site. The Supervisory Board was also informed on the detailed assessment made by the company on the fastest possible closure timeline, which was discussed by the company with the EA. The Supervisory Board was also informed on the letter from the EA and the Province dated 23 April 2026 by which the company was informed on their intention to revoke the CGPs’ permits, but without a specified timeline in the letter. Further to this letter and pending certainty on the closure timelines, the financial statements of TSN are prepared on a going concern basis, with a material uncertainty related to the potential closure of the CGPs and the uncertainties related to the impact of such closure on TSN’s financial situation, which are fully disclosed.
The Supervisory Board was informed on developments related to steel slag, including (i) technical research conducted to improve the application of steel slag and EAF slag and (ii) the contracting with steel slag offtakers including duty of care obligations throughout the chain including end-users. The Supervisory Board was also informed on the importance of the Netherlands continuing to follow the European regulations regarding the classification of steel slag, as there is no steel production without steel slag. The Supervisory Board noted the challenges in this regard given the actions by the Inspectorate for the Environment and Transport in the Netherlands which imposed a penalty on TSN on 22 April 2026 requiring it to classify steel slag as hazardous ahead of changes in European regulation.
The Supervisory Board was informed on the setup and execution of the HSE Turnaround Programme, redesigning and strengthening the operating model of the Health Safety and Environment department and the hiring of an externally recruited seasoned HSE Director. In addition, the Supervisory Board was informed on and approved the three-year Risk and Compliance programme for the setup of the dedicated centrally led Risk and Compliance function and monitored the progress made with the implementation of the programme.
Safety
The Supervisory Board closely monitored TSN’s safety performance and in particular the actions taken as part of the safety improvement programme TrueSafe.
Operational and financial performance
As part of the SCALE transformation programme, the operational and financial performance were regularly discussed with a focus on increasing productivity and structural cost reduction, to restore the company’s competitiveness. The Supervisory Board closely monitored the consultation of a significant FTE reduction. Though controlling employment cost is essential and inevitable, the Supervisory Board recognises the impact of these job losses on the employees and their families.
The Supervisory Board also closely monitored the temporary shutdown of the Direct Sheet Plant (DSP) after discovery of Chromium 6 emissions in April 2026. The Supervisory Board was pleased that this was done in open dialogue with the Environmental Agency North Sea Channel Area (EA). The Supervisory Board took note of the mitigating actions taken by the Board of Management regarding alternative production of the DSP product portfolio, delivery to customers and resolving the Chromium 6 emissions. The Supervisory Board approved the acquisition of the three power plants from Vattenfall, completed on 1 January 2026 and the way of financing this acquisition out of the company’s own financial means.
Green Steel Project
Regarding the Green Steel Project, the Supervisory Board was informed regularly on the progress of the negotiations of the JLOI and extensively discussed the arrangements concluded between the Dutch Government, TSL, the Province, and TSN, which was signed in September 2025. Members of the Supervisory Board also interacted regularly with the relevant ministries and politicians on the Green Steel Project.
The Supervisory Board was also informed on the setup of the Green Steel Project organisation, the progress of the Front-End Loading stage 3, the submission of the Environmental Impact Assessment and the preparation of the sustainable steel commercial strategy.
Material legal matters
The Supervisory Board was informed regularly on material legal matters, including the status of the criminal investigation focussing on the alleged introduction of hazardous substances into soil, air or surface water that could affect public health.
The Supervisory Board was also informed on the class action initiated by Stichting Frisse Wind on behalf of approximately 330,000 residents living in the vicinity of TSN and TSIJ and the preparation of the company’s defence.
Attendance
Except for five meetings, all Supervisory Board members were present at each of these Supervisory Board meetings. The Supervisory Board also had regular dialogues with employees other than the Board of Management, including the Central Works Council. By rotation, individual Supervisory Board members attended the Central Consultative Meetings between the Board of Management and the Central Works Council, providing information on the meetings of the Supervisory Board.
Audit Committee
The Audit Committee held four regular meetings and three extra meetings during the financial year 2025-2026. The meetings were attended (at least in part) by the CEO and the CFO, the external auditor PwC, the internal auditor, the Deputy CFO, the Director Group Finance, the Director Risk and Compliance and the Director Legal. The Chair of the Audit Committee, Mr Dijkhuizen, had separate meetings with the internal and the external auditor on a regular basis.
The Audit Committee reviewed all financially relevant matters before presentation to the Supervisory Board, including the company’s quarterly and annual financial reporting, as well as the impairment testing and going concern assessment. The Audit Committee also reviewed the Board of Management’s analysis of the going concern assumption. Further to a letter sent by the EA and the Province, dated 23 April 2026, on the intention to revoke the CGPs’ permits, TSN’s financial statements are prepared on a going concern basis, with a material uncertainty related to the potential closure of the CGPs and the uncertainties related to the impact of such closure on TSN’s financial situation which are fully disclosed.
The Audit Committee paid specific attention to the effectiveness of the internal control framework and the risk management systems. Further to the establishment of the dedicated risk and compliance function and the new setup of the HSE organisation, particular attention was paid to the three lines of defence, including the internal audit function. The Audit Committee discussed the three-year risk and compliance programme for the setup of the dedicated centrally led risk and compliance function, before submission to the Supervisory Board for approval.
Each quarter, the Audit Committee reviewed the risk and compliance reports, including the overall risk profile assessment, key risk themes, as well as general and thematic compliance reviews. The Audit Committee paid specific attention to compliance with regulations concerning steel slag and compliance with tariff regulations and tax legislation.
The Audit Committee reviewed the audit plans of the external auditor and internal auditor before submission to the Supervisory Board for approval. The Audit Committee met with the external auditor jointly with as well as separate from the Board of Management.
During each meeting, the Audit Committee paid particular attention to the progress made with the implementation of the CSRD sustainability reporting, which will be mandatory as of 2027/28. The Audit Committee discussed the double materiality assessment (DMA) conducted by TSN on two separate occasions. The Audit Committee also took note of the judgements, uncertainties and (inherent) limitations underlying TSN's sustainability reporting, as well as the pending efforts to improve TSN's management systems, controls (quality and reliability of data) and performance in this area, as set out in more detail in the Sustainability Statements.
Other subjects reviewed by the Audit Committee were material legal matters, taxation, and treasury.
Remuneration Committee
The Remuneration Committee undertakes preparatory work to facilitate the Supervisory Board’s advisory role to the shareholder, on the remuneration of the members of the Board of Management.
The Remuneration Committee held five meetings during the financial year. The meetings were attended by (at least in part), the TSN Director Human Resources and the TSL Chief People Officer. The Remuneration Committee assessed the functioning of the individual members of the Board of Management and made a proposal regarding the remuneration for the year 2025-2026. Given the exceptional circumstances in which the company finds itself, the Remuneration Committee recommended to award an individual grant to members of the Board of Management in view of their exceptional effort and commitment, as further explained in the Remuneration Report. Further to this recommendation, the Supervisory Board advised the shareholder to grant this award. The Remuneration Committee also prepared a remuneration policy to be pursued for the year 2026-2027.
As reported in the Supervisory Board Report for the financial year 2024-2025, as of 1 July 2025 the Board of Management consists of the positions of Chief Executive Officer, Chief Financial Officer and the two newly created positions Chief Operations Officer and Chief Commercial Officer. The Remuneration Committee led the process to determine the appropriate candidates for the four positions and reported its findings to the Supervisory Board. Following this process, Mr Van den Berg was confirmed in the position of CEO, Mr Turkesteen was confirmed in the position of CFO and Mr Latchman was appointed to fulfil the position of Chief Operations Officer. For the position of Chief Commercial Officer, external candidate Mr Bernscher was selected as the preferred candidate and appointed by the shareholder as a member of the Board of Management, upon the Supervisory Board’s advice and following consultation of the Central Works Council. As of 1 July 2025, the position of Managing Director of TSIJ and Managing Director of TSDE expired and subsequently, Tom Eussen and Gunilla Saltin stepped down as members of the Board of Management. The Supervisory Board expresses its gratitude to Tom Eussen and Gunilla Saltin for their contributions to Tata Steel Nederland.
Financial statements
For the financial year 2025/2026, the consolidated income statement shows a net loss after taxation of €206 million compared to a net loss after taxation of €204 million for the financial year 2024/2025, due to adverse market conditions and persistent low steel spreads.
Pursuant to Article 29 of the Articles of Association, we hereby present the Annual Accounts for adoption by the General Meeting of Shareholders of TSN. The members of the Supervisory Board, after discussion with the external auditors, have approved these Annual Accounts. The auditors, PricewaterhouseCoopers N.V., audited the Annual Accounts for the financial year 2025/2026 and issued an unqualified auditor’s opinion which includes a paragraph drawing attention to a material uncertainty related to going concern, as disclosed in the Basis of Preparation.
We recommend that the General Meeting of Shareholders adopts the Annual Accounts for the financial year 2025/2026 as presented, and discharges the members of the Board of Management and the Supervisory Board of responsibility in respect of their management and supervision respectively.
The Supervisory Board thanks the Board of Management and all TSN employees for all their efforts during the year 2025/2026.
Supervisory Board