Other disclosures

43 Risks and financial instruments of the Group

43.1 Risk management

As a result of its operating activities, the Group is exposed to financial risks that may arise from changes in exchange rates, commodity prices and interest rates. DHL Group manages these risks centrally through the use of nonderivative and derivative financial instruments. Derivatives are used exclusively to mitigate nonderivative financial risks, and fluctuations in their fair value should not be assessed separately from the underlying transaction.

The Group’s internal risk guidelines govern the universe of actions, responsibilities and necessary controls regarding the use of derivatives. Financial transactions are recorded, assessed and processed using proven risk management software, which also regularly documents the effectiveness of hedging relationships. Portfolios of derivatives are regularly reconciled with the banks concerned.

To limit counterparty risk from financial transactions, the Group may only enter into this type of contract with prime-rated banks. The conditions for the counterparty limits individually assigned to the banks are reviewed on a daily basis. The Group’s Board of Management is informed internally at regular intervals about existing financial risks and the hedging instruments deployed to mitigate them. Financial instruments are accounted for and measured and hedge accounting is carried out in accordance with IFRS 9.

Disclosures regarding risks associated with the Group’s defined benefit retirement plans and their mitigation can be found in note 37.5.

Liquidity management

The ultimate objective of liquidity management is to secure the solvency of DHL Group and all Group companies. Consequently, liquidity in the Group is centralized as much as possible in cash pools and managed in the Corporate Center.

The centrally available liquidity reserves (funding availability), consisting of central short-term financial investments and committed credit lines, are the key control parameter. The target is to have at least €2 billion available in a central credit line.

As of December 31, 2023, the Group had central liquidity reserves of €3.3 billion (previous year: €4 billion), consisting of central financial investments amounting to €1.3 billion plus a syndicated credit facility of €2 billion.

The maturity structure of nonderivative financial liabilities within the scope of IFRS 7 based on cash flows is as follows:

The following table shows the maturity structure of the derivative financial instruments based on their cash flows. For derivatives with gross settlement, the nominal values are shown and, for derivatives with net settlement, the market values on the reporting date are assumed for settlement at the time of final maturity. In the case of commodity swaps with continuous net settlement over their term, which are taken into account in the market value, the date of final maturity of the individual derivative is also taken as the basis.

The contract terms stipulate how the parties must meet their obligations arising from derivative financial instruments, either by net or by gross settlement.

Currency risk and currency management

The international business activities of DHL Group expose it to currency risks from recognized or planned future transactions:

On-balance-sheet currency risks arise from the measurement and settlement of recognized foreign currency items if the exchange rate on the measurement or settlement date differs from the rate at initial recognition. The resulting foreign exchange differences directly impact profit or loss. In order to mitigate this impact as far as possible, all significant on-balance-sheet currency risks within the Group are centralized in Deutsche Post AG’s in-house bank function. The centralized currency risks are aggregated by Corporate Treasury to calculate a net position per currency and hedged externally based on value-at-risk limits. The currency-related value at risk (95%/one-month holding period) for the portfolio totaled €7 million (previous year: €6 million) as of the reporting date; the limit is currently a maximum of €5 million. The notional amount of the currency forwards and currency swaps used to manage on-balance-sheet currency risks amounted to €6,858 million as of the reporting date (previous year: €6,101 million); the fair value was €53 million (previous year: €⁠–⁠86 million). Hedge accounting was not applied. Derivatives are accounted for as trading derivatives (freestanding derivatives).

Currency risks arise from planned foreign-currency transactions if the future transactions are settled at exchange rates that differ from the originally projected rates. These currency risks are also captured centrally in Corporate Treasury. Currency risks from planned future transactions are only hedged in selected cases. The relevant hedged items and derivatives used for hedging purposes are accounted for using cash flow hedge accounting, note 43.3.

Currency risks also result from translating assets and liabilities of foreign operations into the Group’s currency (translation risk). No translation risks were hedged as of the reporting date.

Currency forwards and currency swaps in a total notional amount of €7,073 million (previous year: €7,130 million) were outstanding as of the reporting date. The corresponding fair value was €⁠–⁠40 million (previous year: €⁠–⁠55 million).

IFRS 7 requires the disclosure of quantitative risk data, showing how profit or loss and equity are affected by changes in exchange rates as of the reporting date. The impact of these changes in exchange rates on the portfolio of foreign currency financial instruments is assessed by means of a value-at-risk calculation (95% confidence/one-month holding period). It is assumed that the portfolio as of the reporting date is representative for the full year. The following assumptions are used as a basis for the sensitivity analysis:

Primary financial instruments in foreign currencies used by Group companies are hedged by Deutsche Post AG’s in-house bank. Deutsche Post AG determines monthly exchange rates and guarantees these to the Group companies. Exchange-rate-related changes therefore have no effect on the profit or loss and equity of the Group companies. Where Group companies are not permitted to participate in in-house banking for legal reasons, their currency risks from primary financial instruments are fully hedged locally through the use of derivatives. They therefore have no impact on the Group’s risk position.

The following table presents currency-related effects on value at risk. The information is subject to the limitations of the model, which is based on historical volatilities and correlations and thus has limited informative value regarding actual future risks. In addition, the actual risks can fall outside of the 95% confidence level and therefore be significantly higher:

Interest rate risk and interest rate management

As of the reporting date, there were no outstanding interest rate hedging instruments. In the previous year, interest rate hedging instruments with a notional amount of €500 million and a fair value of €57 million were recognized, note 43.3.

Primary variable-rate financial instruments are subject to interest rate risk and must, therefore, be included in the sensitivity analysis. All fixed-income financial instruments measured at amortized cost are not subject to interest rate risk. If the market interest rate level as of December 31, 2023, had been 100 basis points higher, the net financial result would have improved by €31 million (previous year: €32 million). A decline in interest rates by 100 basis points would have had the opposite effect. There was no interest rate risk with an impact on equity as of the reporting date.

The proportion of financial liabilities with short-term interest lock-ins, note 39, amounts to 22% (previous year: 19%) of the total financial liabilities as of the reporting date. The effect of potential interest rate changes on the Group’s financial position remains insignificant.

Market risk

Most of the risks arising from commodity price fluctuations, in particular fluctuating prices for kerosene and marine diesel fuels, were passed on to customers via operating measures. As the impact of the related fuel surcharges is delayed by one to two months, earnings may be affected temporarily if there are significant short-term fuel price variations.

The remaining fuel price risk is partly hedged with swap transactions in the notional amount of €80 million (previous year: €1 million) and a fair value of €⁠–⁠4 million (previous year: €1 million) running until the end of 2025.

Commodity price risks also result from the ongoing purchase of natural gas and electricity. Swap transactions with a notional amount of €25 million (previous year: €24 million) were outstanding as of the reporting date. The corresponding fair value was
 €⁠–⁠14 million (previous year: €⁠–⁠9 million). A 10% increase in the market prices of the commodities underlying the derivatives as of the reporting date would have increased fair values and equity by €9 million (previous year: €1 million). A corresponding decline in commodity prices would have had the opposite effect.

The Group received share price options as part of the conclusion of contracts from operational and M&A transactions. As of the reporting date, share price options with a notional amount of €250 million (previous year: €252 million) and a term of two to six years were outstanding. The corresponding fair value was €25 million (previous year: €33 million).

A 10% increase in the share prices underlying the derivatives as of the reporting date would have increased fair values and the financial result by €7 million (previous year: €8 million). A corresponding decrease in the share prices would have had an effect of €⁠–⁠6 million (previous year: €⁠–⁠7 million).

Credit risk

Credit risk arises for the Group from operating activities and from financial transactions. The aggregate carrying amount of financial assets represents the maximum default risk.

In an effort to minimize credit risk from operating activities and financial transactions, counterparties are assigned individual limits, the utilization of which is regularly monitored. The Group’s heterogeneous customer structure means that there is no risk concentration. Financial transactions are only entered into with prime-rated counterparties.

The credit risk of financial assets arising from operations is managed by the divisions.

The expected credit loss associated with financial assets must be determined if they fall under the impairment model of IFRS 9. Based on the expected credit loss model (impairment model), a loss allowance must be anticipated for the expected credit loss, note 7.

The following table documents the loss allowance for all debt instruments recognized at amortized cost, such as deposits, collateral provided and loans to third parties, and for lease receivables. This does not include trade receivables without a significant financing component and contract assets.

No cash flows from debt instruments were modified in the fiscal year and no changes were made to the model for determining risk parameters.

All debt instruments and lease receivables were recognized in Stage 1 as of the reporting date; they were neither past due nor impaired. There were no indications as of the reporting date of any poor performance of the debt instruments and lease receivables. There was no reclassification between the stages in the fiscal year.

Trade receivables from customer relationships amounting to €10,537 million were due within one year as of the reporting date (previous year: €12,253 million). They are held primarily with the aim of collecting the principal amount of the receivables. These items are therefore assigned to the “held to collect contractual cash flows” business model and measured at amortized cost. Trade receivables changed as follows:

The following table provides an overview of loss rates by age band that were used in the Group for the fiscal year under review:

Trade receivables are derecognized when a reasonable assessment indicates they are no longer recoverable.

In the 2023 fiscal year, there were factoring agreements in place that obliged the banks to purchase existing and future trade receivables. The banks’ purchase obligations were limited to a maximum portfolio of receivables of €241 million (previous year: €501 million). DHL Group can decide at its discretion whether, and to what extent, the revolving notional volume is utilized. The risks relevant to the derecognition of the receivables include credit risk and the risk of delayed payment (late payment risk).

Credit risk represents primarily all the risks and rewards associated with ownership of the receivables. This risk is transferred in full to the bank against payment of a fixed fee for doubtful accounts. A significant late-payment risk does not exist. All of the receivables were therefore derecognized. In the 2023 fiscal year, the Group recognized program fees (interest, allowances for doubtful accounts) of €0.3 million (previous year: €0.5 million) as an expense. The notional volume of receivables factored as of December 31, 2023, amounted to €4 million (previous year: €15 million).

43.2 Collateral

The collateral provided relates primarily to sureties paid and restricted cash.

43.3 Derivative financial instrument

Fair value hedges

There were no fair value hedges as of December 31, 2023, as in the previous year.

Cash flow hedges

The Group uses currency forwards and currency swaps to hedge the cash flow risk from future foreign currency operating revenue and expenses. The notional amount of these currency forwards and currency swaps amounted to €215 million (previous year: €1,029 million) at a fair value of €13 million (previous year: €31 million). The hedged items will have an impact on cash flow by 2028.

Of the unrealized gains or losses from currency derivatives recognized in equity as of December 31, 2023, €11 million (previous year: €20 million) is expected to be recognized in profit or loss in the course of the following year.

The following table shows the net open hedging positions as of the reporting date in the currency pairs with the highest net positions and their weighted hedge rate:

Interest rate risks were not hedged at the end of 2023. An amount of €49 million is recognized in the hedge reserve from cash flow hedges that were reversed as part of the issue of the 2023/2033 bond. This amount is amortized over the originally hedged term until 2031 and reduces the future interest expense.

In addition, as part of cash flow hedging, fuel, electricity and natural gas price risks were hedged with corresponding swap transactions in the notional amount of €104 million (previous year: €25 million) and a fair value of €⁠–⁠18 million (previous year:
 €⁠–⁠8 million) running until the end of 2025. Only the product price component of the energy price was designated as the hedged item. In the fiscal year under review, €0 million (previous year: €17 million) in realized effects from cash flow hedges for commodity price risks were recognized in material expense.

The total gains and losses on open hedging instruments recognized in equity as of the reporting date amounted to €⁠–⁠5 million (previous year: €82 million).

As in the previous year, carrying amounts of derivative assets amounting to €14 million (previous year: €91 million) and derivative liabilities amounting to €⁠–⁠19 million (previous year: €⁠–⁠10 million) included in cash flow hedges did not result in ineffectiveness within the period. This is because the changes in the fair value of the hedged items and hedging transactions offset each other.

Net investment hedges

Currency risks resulting from the translation of foreign operations were not hedged as of December 31, 2023. As of the reporting date, there was a positive amount of €16 million (previous year: €25 million) from terminated net investment hedges in the currency translation reserve.

43.4 Additional disclosures on the financial instruments used in the Group

The Group classifies financial instruments based on the relevant balance sheet items. The following table reconciles the financial instruments to the categories and their fair values as of the reporting date:

If there is an active market for a financial instrument (e.g., a stock exchange), its fair value is determined by reference to the market or quoted exchange price as of the reporting date. If no fair value is available in an active market, quoted market prices for similar instruments or recognized valuation models are used to determine fair value.

IFRS 13 requires financial assets to be assigned to the appropriate level of the fair value hierarchy:

Level 1 comprises equity and debt instruments measured at fair value and debt instruments measured at amortized cost whose fair values can be determined based on quoted market prices.

In addition to financial assets and financial liabilities measured at amortized cost, commodity, interest rate and currency derivatives are reported under Level 2. The fair values of assets measured at amortized cost are determined using the multiplier method, among other things. The fair values of the derivatives are measured on the basis of discounted expected future cash flows, taking into account forward rates for currencies, interest rates and commodities (market approach). For this purpose, price quotations observable in the market (exchange rates, interest rates and commodity prices) are imported from standard market information platforms into the treasury management system. The price quotations reflect actual transactions involving similar instruments on an active market. All significant inputs used to measure derivatives are observable in the market.

As of the reporting date, a call option and warrants are recognized under Level 3 that entitle the holder to acquire further shares in the company. The fair values of the derivative financial instruments are determined on the basis of the Black Scholes option pricing model. If possible, parameters observable on the market or derived from market data are used to determine the value. A volatility of 41% is taken into account for the call option and a volatility of 39% for the warrants. The volatilities are based on the volatilities of a comparable group of companies. No major fluctuations in earnings are to be expected with regard to the call option in the future. Because the warrants are based on a listed underlying share, there could be earnings fluctuations in the subsequent years.

As in the previous year, no financial instruments were transferred between levels in the 2023 fiscal year. The following table documents the net gains and losses of the categories of financial instruments:

The net gains and losses mainly include the effects of fair value measurement, impairment and disposals of financial instruments. Dividends and interest are not taken into account for the financial instruments measured at fair value through profit or loss. Interest income and expenses and expenses from commission agreements relating to financial instruments measured at amortized cost are recognized separately in the income statement.

The following tables show the impact of netting agreements based on master netting arrangements or similar agreements on financial assets and financial liabilities as of the reporting date:

To hedge cash flow and fair value risks, Deutsche Post AG enters into financial derivative transactions with a large number of financial services institutions. These contracts are subject to a standardized master agreement for financial derivative transactions. This agreement provides for a conditional right of offset, resulting in the recognition of the gross amount of the financial derivative transactions as of the reporting date. The conditional right of offset is presented in the tables.

Settlement processes arising from services related to postal deliveries are subject to the Universal Postal Convention and the Letter-mail INTERCONNECT Remuneration Agreement – Europe (LIRAE). These agreements, particularly the settlement conditions, are binding on all public postal operators in respect of the specified contractual arrangements. Imports and exports between the parties to the agreement during a calendar year are summarized in an annual statement of account and presented on a net basis in the final annual statement. Receivables and payables covered by the Universal Postal Convention and the LIRAE are presented on a net basis as of the reporting date. In addition, funds are presented on a net basis if a right of offset exists in the normal course of business. The tables show the receivables and payables before and after offsetting.

44 Contingent liabilities and other financial obligations

In addition to provisions and liabilities, the Group has contingent liabilities and other financial obligations. The contingent liabilities are broken down as follows:

The other contingent liabilities also include possible obligations from tax-related items.

Other financial obligations such as the purchase obligation for investments in noncurrent assets amounted to €1,517 million (previous year: €2,668 million). They relate primarily to the delivery of additional cargo aircraft as well as obligations from fleet management.

45 Litigation

Many of the postal services rendered by Deutsche Post AG and its subsidiaries (particularly the Post & Parcel Germany division) are subject to sector-specific regulation on the basis of German postal legislation by the German federal network agency (Bundesnetzagentur). The German federal network agency approves or reviews prices, formulates the terms of downstream access, has special supervisory powers to combat market abuse and guarantees the provision of universal postal services. This general regulatory risk could lead to a decline in revenue and earnings in the event of negative decisions. Revenue and earnings risk can arise from the price cap procedure used to determine the rates for letter mail.

The approval of the rates for individual pieces of letter mail for the period from January 1, 2022, to December 31, 2024, was issued by the German federal network agency on April 29, 2022. An association from the CEP sector and customers have filed an action with the Cologne Administrative Court against this price cap approval of the German federal network agency for the years 2022 to 2024. The proceedings are still pending. The aforementioned CEP association, as well as postal service providers and other customers, had previously filed an action with the Cologne Administrative Court against the pricing approval granted as part of the price cap procedure for the years 2016 to 2018 and 2019 to 2021. In a ruling issued on August 17, 2022, the Cologne Administrative Court overturned the approval for the years 2019 to 2021 in relation to the association as well as the postal service providers as a result of a ruling of the German Federal Administrative Court from May 27, 2020, due to a formal legal error in the context of the underlying legal ordinance. This formal legal error was rectified by the German government through an amendment to the German Postal Act that took effect in March 2021. The Cologne Administrative Court denied the claims of some customers because they had expired. The Cologne Administrative Court has not yet reached a decision on the other mentioned claims against the price cap approvals. The association’s additional application to be granted a new approval for the years 2019 to 2021 was denied by the Cologne Administrative Court. The association has filed an appeal to this ruling with the German Federal Administrative Court, as have the two customers who were completely unsuccessful in their claims with the Cologne Administrative Court; the appeals with the German Federal Administrative Court are still pending. The rulings of the Cologne Administrative Court from August 17, 2022, are only applicable to the legal relationships with the respective plaintiffs and have no legal impact vis-à-vis other consumers.

One postal service provider, which had also filed an action against the pricing approval for the years 2019 to 2021 with the Cologne Administrative Court, also filed an additional civil suit for repayment of allegedly excessive conveyance fees for standard letters delivered in 2017. The action is based primarily on the claim that Deutsche Post charged postage whose approval is unlawful pursuant to the ruling of the German Federal Administrative Court from May 27, 2020. The action was denied by the Cologne District Court in a ruling from June 17, 2021. The cartel court of the Düsseldorf Higher Regional Court denied the appeal of this ruling on April 6, 2022, and did not permit any further appeals of the ruling. On May 2, 2022, the plaintiff submitted an appeal against nonpermission with Germany’s Federal Court of Justice to have its appeal allowed.

Possible negative effects on Deutsche Post of these court rulings and the proceedings underway cannot be ruled out.

Since July 1, 2010, as a result of the revision of the relevant tax exemption provisions, the VAT exemption has only applied to those specific universal services in Germany that are not subject to individually negotiated agreements or provided on special terms (discounts, etc.). Deutsche Post AG and the tax authorities hold different opinions on the VAT treatment of certain products. In the interest of resolving these issues, proceedings have been initiated by Deutsche Post AG at the tax court with jurisdiction in this matter, note 44.

If the interests of the company are significantly impaired as part of the aforementioned proceedings, in accordance with IAS 37.92, no further disclosures are made on the presentation of legal disputes, estimates of the financial effects and uncertainties, as well as the recognition and amount of contingent liabilities and provisions.

46 Share-based payment

Assumptions regarding the price of Deutsche Post AG’s shares and assumptions regarding employee fluctuation are taken into account when measuring the value of share-based payments for executives. All assumptions are reviewed on a quarterly basis. The staff costs are recognized pro rata in profit or loss to reflect the services rendered as consideration during the vesting period (lockup period). In the fiscal year, a total of €194 million (previous year: €140 million) was recognized for share-based payments, €86 million (previous year: €40 million) of which were cash-settled and €108 million (previous year: €100 million) of which were equity-settled.

46.1 Share-based payment for executives (Share Matching Scheme)

Under the share-based payment system for executives (Share Matching Scheme), certain executives receive part of their variable remuneration for the fiscal year in the form of shares of Deutsche Post AG in the following year (deferred incentive shares). All Group executives can specify an increased equity component individually by converting a further portion of their variable remuneration for the fiscal year (investment shares). After a four-year lockup period during which the executive must be employed by the Group, they again receive the same number of Deutsche Post AG shares (matching shares). Assumptions are made regarding the conversion behavior of executives with respect to their relevant bonus portion. Share-based payment arrangements are entered into each year, with December 1 of the respective year and April 1 of the following year being the grant dates for each year’s tranche. Whereas deferred incentive shares and matching shares are classified as equity-settled share-based payments, investment shares are compound financial instruments and the debt and equity components must be measured separately. However, in accordance with IFRS 2.37, only the debt component is measured due to the provisions of the Share Matching Scheme. The investment shares are therefore treated as cash-settled share-based payments.

Of the expenses under the Share Matching Scheme, €63 million (previous year: €57 million) was attributable to equity-settled share-based payments. A total of €53 million related to cash-settled payments for investment shares (previous year: €64 million), all of which were unvested as of December 31, 2023.

Additional information on the granting and settlement of these rights can be found in note 33 and 34.

46.2 Long-Term Incentive Plan (LTIP) for members of the Board of Management

Since the 2006 fiscal year, the company has granted members of the Board of Management cash remuneration linked to the company’s long-term share price performance through the issue of stock appreciation rights (SARs) as part of a Long-Term Incentive Plan (LTIP). Participation in the LTIP requires Board of Management members to make a personal investment of 10% of their annual base salary by the grant date of each tranche, primarily in shares.

The SARs granted can be fully or partly exercised after the expiration of a four-year lockup period at the earliest, provided absolute or relative performance targets have been achieved at the end of this lockup period. After expiration of the lockup period, the SARs must be exercised within a period of two years (exercise period); any SARs not exercised expire.

How many, if any, of the SARs granted can be exercised is determined in accordance with four (absolute) performance targets based on the share price and two (relative) performance targets based on a benchmark index. One-sixth of the SARs granted are earned each time the closing price of Deutsche Post shares exceeds the issue price by at least 10% 15% 20% or 25% at the end of the waiting period (absolute performance targets). Both relative performance targets are tied to the performance of the shares in relation to the STOXX Europe 600 Index (SXXP; ISIN EU0009658202). They are met if the share price equals the index performance or if it outperforms the index by more than 10%. Performance is determined by comparing the average price of Deutsche Post shares and the average index value during a reference and a performance period. The reference period comprises the last 20 consecutive trading days prior to the issue date. The performance period is the last 60 trading days before the end of the lockup period. The average (closing) price is calculated as the average closing price of Deutsche Post shares in Deutsche Börse AG’s Xetra trading system. If absolute or relative performance targets are not met by the end of the lockup period, the SARs attributable to them will expire without replacement or compensation. Each SAR exercised entitles the Board of Management member to receive a cash settlement equal to the difference between the average closing price of Deutsche Post shares for the five trading days preceding the exercise date and the exercise price of the SAR.

The Board of Management members received a total of 819,474 SARs (previous year: 1,176,006 SARs) with a total value, at the time of issue, of €8.0 million (previous year: €9.3 million).

A stochastic simulation model is used to determine a fair value for the SARs from the LTIP. The result in the 2023 fiscal year was an expense of €32 million (previous year: income of €24 million) and a provision as of the reporting date of €27 million (previous year: €14 million). This includes the provision for the rights exercisable by the Board of Management. It amounted to €18 million as of the reporting date (previous year: €4 million).

For further disclosures on share-based payment for members of the Board of Management, see note 47.2.

46.3 Performance Share Plan (PSP) for executives

The Annual General Meeting on May 27, 2014, resolved to introduce the Performance Share Plan (PSP) for executives. Under the PSP, shares are issued to participants at the end of the waiting period. The granting of the shares at the end of the waiting period is linked to the achievement of demanding performance targets. The performance targets under the PSP are identical to the performance targets under the LTIP for members of the Board of Management.

Performance Share Units (PSUs) were issued to selected executives for the first time on September 1, 2014. It is not planned that members of the Board of Management will participate in the PSP. The LTIP for members of the Board of Management remains unchanged.

In the consolidated financial statements as of December 31, 2023, a total of €28 million (previous year: €27 million) has been appropriated to capital reserves for the purposes of the plan, with an equal amount recognized in staff costs.

The value of the PSP is measured using actuarial methods based on option pricing models (fair value measurement). Future dividends were taken into account, based on a moderate increase in dividend distributions over the respective measurement period.

The average remaining maturity of the outstanding PSUs as of December 31, 2023, was 27 months.

46.4 Employee Share Plan (ESP) for executives

The Employee Share Plan (ESP) was introduced for another selected group of executives starting on September 1, 2021. Participation in the ESP is voluntary. Executives participating in the ESP can acquire shares of Deutsche Post AG at a discount of 25% from the market price, up to an annual cap of €10,000 or €15,000, depending on their level. The ESP is offered quarterly. Prior to every savings period, the participating executives can choose the share of their remuneration they wish to invest in the ESP during the upcoming three-month savings period. At the beginning of the following quarter, executives receive shares at a discount of 25% from the market price. The shares acquired under the ESP are subject to a two-year lockup period.

In the consolidated financial statements as of December 31, 2023, a total of €17 million (previous year: €16 million) has been appropriated to capital reserves for the purposes of the ESP, with an equal amount recognized in staff costs.

46.5 myShares share program

In the fiscal year, a share program was developed that will initially be piloted in twelve countries starting on January 1, 2024. This program gives our employees the option to acquire shares in Deutsche Post AG at a reduced price. Participation in myShares is voluntary. Employees participating in the program can acquire shares of Deutsche Post AG at a discount of 15% from the market price, up to an annual cap of €3,600. myShares is offered on a quarterly basis. Prior to every savings period, the participating employees can choose the share of their remuneration they wish to invest during the upcoming three-month savings period. At the beginning of the following quarter, employees receive shares at a discount of 15% from the market price. The shares acquired as part of myShares are not subject to a lockup period.

No amounts in capital reserves and, accordingly, in staff costs had been added in the consolidated financial statements as of December 31, 2023, as the first savings period does not begin until January 2024.

47 Related-party disclosures

47.1 Related-party disclosures (companies and Federal Republic of Germany)

All companies that are controlled by the Group or with which a joint arrangement exists, or over which the Group can exercise significant influence, are recorded in the list of shareholdings.

Deutsche Post AG maintains a variety of relationships with the Federal Republic of Germany (Federal Republic) and other companies controlled by the Federal Republic of Germany.

The Federal Republic is a customer of Deutsche Post AG and as such uses the company’s services. Deutsche Post AG has direct business relationships with the individual public authorities and other government agencies as independent individual customers. The services provided for these customers are insignificant in respect of Deutsche Post AG’s overall revenue.

Relationships with KfW

KfW supports the Federal Republic in continuing to privatize companies such as Deutsche Post AG or Deutsche Telekom AG. In 1997, KfW, together with the Federal Republic, developed a “placeholder model” as a tool to privatize government-owned companies. Under this model, the Federal Republic sells all or part of its investments to KfW with the aim of fully privatizing these state-owned companies. On this basis, KfW has purchased shares of Deutsche Post AG from the Federal Republic in several stages since 1997 and executed various capital market transactions using these shares. KfW’s interest in Deutsche Post AG’s share capital is 20.49% as of December 31, 2023. Deutsche Post AG is thus considered to be an associate of the Federal Republic.

Relationships with the Bundesanstalt für Post und Telekommunikation (BAnst PT)

The Bundesanstalt für Post und Telekommunikation (BAnst PT) is a government agency and falls under the technical and legal supervision of the German Federal Ministry of Finance. The BAnst PT continues to manage the social facilities such as the postal civil-servant health insurance fund, the recreation program, the Postbeamtenversorgungskasse (PVK – Postal civil-servant pension fund), the Versorgungsanstalt der Deutschen Bundespost (VAP – Deutsche Bundespost institution for supplementary retirement pensions) and the welfare service for Deutsche Post AG, Deutsche Bank AG (as legal successor to Deutsche Postbank AG) and Deutsche Telekom AG. Tasks are performed on the basis of agency agreements. In 2023, Deutsche Post AG was invoiced for €91 million (previous year: €85 million) in installment payments relating to services provided by the BAnst PT. Further disclosures on the PVK and the VAP can be found in note 7 and 37.

Relationships with Deutsche Bahn AG and its subsidiaries

Deutsche Bahn AG is wholly owned by the Federal Republic. Owing to this control relationship, Deutsche Bahn AG is a related party to Deutsche Post AG. DHL Group has various business relationships with the Deutsche Bahn Group. These mainly consist of transport service agreements.

Relationships with pension funds

The real estate with a fair value of €1,615 million (previous year: €1,689 million) – which can be offset as plan assets – of which Deutsche Post Pensions-Treuhand GmbH & Co. KG, Deutsche Post Altersvorsorge Sicherung e.V. & Co. Objekt Gronau KG and Deutsche Post Grundstücks-Vermietungsgesellschaft beta mbH Objekt Leipzig KG are the legal owners, is let almost exclusively to the Group via Deutsche Post Immobilien GmbH. These arrangements led to lease liabilities of €426 million as of December 31, 2023 (previous year: €445 million). In the 2023 fiscal year, Deutsche Post Immobilien GmbH extinguished €27 million (previous year: €26 million) in lease liabilities and paid €14 million (previous year: €14 million) in interest.

In the fiscal year, an exchange of land and separate building ownership was carried out between Deutsche Post AG and Deutsche Post Pensions-Treuhand GmbH & Co. KG to settle the civil law ownership structure at various locations in Germany. The fair value of the assets exchanged by Deutsche Post AG and Deutsche Post Pensions-Treuhand GmbH & Co. KG amounted to approximately €113 million. Deutsche Post Pensions-Treuhand GmbH & Co. KG owns 100% of Deutsche Post Pensionsfonds AG. Further disclosures on pension funds can be found in note 7 and 37.

Relationships with unconsolidated companies, investments accounted for using the equity method and joint operations

In addition to the consolidated subsidiaries, the Group has direct and indirect relationships with unconsolidated companies, investments accounted for using the equity method and joint operations deemed to be related parties of the Group in the course of its ordinary business activities.

Transactions were conducted in the 2023 fiscal year with major related parties, resulting in the following items in the consolidated financial statements:

Deutsche Post AG issued letters of commitment in the amount of €6 million (previous year: €2 million) for these companies. Of this amount, €1 million (previous year: €1 million) was attributable to investments accounted for using the equity method and €4 million (previous year: €1 million) to joint operations, as well as €1 million (previous year: €0 million) to unconsolidated companies.

47.2 Related-party disclosures (individuals)

Dr. Frank Appel’s term of office as CEO expired on May 4, 2023. Dr. Tobias Meyer has been the new CEO since that date.

In accordance with IAS 24, transactions between the Group and related parties must be reported. Related parties are defined as the Board of Management, the Supervisory Board and the members of their families.

There were no reportable transactions or legal transactions involving these related parties in the 2023 fiscal year. In particular, the company granted no loans to these related parties.

The remuneration of key management personnel of the Group requiring disclosure under IAS 24 comprises the remuneration of the active members of the Board of Management and the Supervisory Board. The active members of the Board of Management and the Supervisory Board were remunerated as follows:

The employee representatives on the Supervisory Board employed by the Group also receive their normal salaries for their work in the company in addition to the aforementioned benefits for their work on the Supervisory Board. These salaries are determined at levels that are commensurate with the salary appropriate for the function or work performed in the company.

Postemployment benefits are recognized as the service cost resulting from the pension provisions for active members of the Board of Management. The corresponding liability amounted to €14 million as of the reporting date (previous year: €42 million).

Starting in 2008, newly appointed Board of Management members began receiving a defined contribution pension commitment. This entails the company crediting an annual amount totaling 35% of each Board of Management member’s base salary to a virtual pension account. This capital bears interest until eligibility to receive benefits begins. The pension benefit is paid out as capital in the amount of the accumulated pension balance. Pension eligibility is triggered at the earliest when retirement age is reached, in the event of invalidity during the term of office or upon death. When eligible for the pension benefit, the beneficiary may choose an annuity option.

47.3 Remuneration disclosures in accordance with the HGB

Board of Management remuneration

The remuneration paid to members of the Board of Management in the 2023 fiscal year totaled €23.4 million (previous year: €26.9 million). This includes 819,474 SARs (previous year: 1,176,006 SARs), which, as of the issue date, were valued at €8.0 million (previous year: €9.3 million).

Former members of the Board of Management

Benefits paid to former members of the Board of Management and beneficiaries amounted to €38.9 million (previous year: €10.2 million). The defined benefit obligation (DBO) for current pensions calculated under IFRS was €87 million (previous year: €75 million).

Remuneration of the Supervisory Board

As in the previous year, the total remuneration of the Supervisory Board in the 2023 fiscal year amounted to €3.7 million; as in the previous year, €3.5 million of this amount was attributable to a fixed component and €0.2 million to attendance allowances.

Shareholdings of the Board of Management and Supervisory Board

As of December 31, 2023, shares held by the Board of Management and the Supervisory Board of Deutsche Post AG amounted to less than 1% of the company’s share capital.

48 Auditing fee

Deloitte GmbH Wirtschaftsprüfungsgesellschaft has been the audit firm for DHL Group since the 2023 fiscal year. The auditing services of the previous year were carried out by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft. Broken down by category, the fee has been recognized as an expense in the amount of €7 million.

The audit services category includes the fees for auditing the consolidated financial statements and for auditing the annual financial statements prepared by Deutsche Post AG and its German subsidiaries. The fees for reviewing the interim reports and the fees for voluntary audits beyond the statutory audit engagement, such as audits of the internal control system (ICS), are also reported in this category.

49 Exemptions under the HGB

For the 2023 fiscal year, the following German subsidiaries have exercised the simplification options under Section 264(3) HGB or Section 264b HGB and, if applicable, Section 291 HGB:

•    Agheera GmbH
•    Albert Scheid GmbH
•    ALTBERG GmbH 
•    Betreibergesellschaft Verteilzentrum GmbH
•    Danzas Deutschland Holding GmbH
•    Deutsche Post Adress Beteiligungsgesellschaft mbH
•    Deutsche Post Assekuranz Vermittlungs GmbH
•    Deutsche Post Beteiligungen Holding GmbH
•    Deutsche Post Customer Service Center GmbH
•    Deutsche Post DHL Beteiligungen GmbH
•    Deutsche Post DHL Corporate Real Estate Management GmbH & Co. Logistikzentren KG
•    Deutsche Post DHL Express Holding GmbH
•    Deutsche Post DHL Facility Management Deutschland GmbH
•    Deutsche Post DHL Real Estate Deutschland GmbH 
•    Deutsche Post DHL Research and Innovation GmbH
•    Deutsche Post Dialog Solutions GmbH 
•    Deutsche Post Direkt GmbH
•    Deutsche Post E-POST Solutions GmbH 
•    Deutsche Post Fleet GmbH
•    Deutsche Post Immobilien GmbH
•    Deutsche Post InHaus Services GmbH 
•    Deutsche Post Investments GmbH
•    Deutsche Post IT Services GmbH
•    Deutsche Post Mobility GmbH
•    Deutsche Post Shop Essen GmbH
•    Deutsche Post Shop Hannover GmbH
•    Deutsche Post Shop München GmbH
•    Deutsche Post Transport GmbH      
•    DHL 2-Mann-Handling GmbH
•    DHL Airways GmbH
•    DHL Automotive GmbH
•    DHL Automotive Offenau GmbH
•    DHL Consulting GmbH 
•    DHL Data & Analytics GmbH (ehemals: Deutsche Post Vermarktungs GmbH)
•    DHL eCommerce Holding GmbH
•    DHL Express Customer Service GmbH
•    DHL Express Germany GmbH
•    DHL Express Network Management GmbH 
•    DHL FoodLogistics GmbH
•    DHL Freight Germany Holding GmbH
•    DHL Freight GmbH
•    DHL Freight Grundstücksverwaltungs GmbH
•    DHL Global Event Logistics GmbH 
•    DHL Global Forwarding GmbH
•    DHL Global Forwarding Management GmbH
•    DHL Global Management GmbH
•    DHL Grundstücksverwaltungsgesellschaft Köln-Eifeltor mbH
•    DHL Home Delivery GmbH
•    DHL Hub Leipzig GmbH
•    DHL International GmbH
•    DHL Paket GmbH
•    DHL Solutions GmbH
•    DHL Sorting Center GmbH
•    DHL Supply Chain (Leipzig) GmbH 
•    DHL Supply Chain Management GmbH
•    DHL Supply Chain Operations GmbH 
•    DHL Supply Chain VAS GmbH 
•    Erste End of Runway Development Leipzig GmbH
•    Erste Logistik Entwicklungsgesellschaft MG GmbH
•    European Air Transport Leipzig GmbH
•    Gerlach Zolldienste GmbH
•    it4logistics GmbH
•    Saloodo! GmbH
•    StreetScooter GmbH

50 Declaration of Conformity with the German Corporate Governance Code

The Board of Management and Supervisory Board of Deutsche Post AG have issued the Declaration of Conformity required by Section 161 AktG and made it available to shareholders on the company’s website. The full text can be accessed on the company’s website.

51 Significant events after the reporting date and other disclosures

On February 6, 2024, the KfW announced that it had sold 50 million shares from its holding in Deutsche Post AG by means of an accelerated bookbuild offering. Placement of the shares was geared toward institutional investors.

After the successful execution of the share placement, the total shareholding of KfW fell from 20.49% to 16.45%; the number of shares in free float increased accordingly. Following conclusion of the transaction, the KfW remains the largest shareholder in Deutsche Post AG.

On February 12, 2024, the Board of Management resolved to expand the current share buyback program so that a total of up to 130 million treasury shares are to be purchased at a price of now up to €4 billion through the end of 2025. The intended uses remain unaffected, note 3.

Beyond that, there were no reportable events after the reporting date.