Annual Corporate Governance Statement

pursuant to Sections 289f and 315d HGB with respect to Deutsche Post AG and DHL Group.

Declaration of Conformity with the German Corporate Governance Code

Deutsche Post AG complied with the suggestions and recommendations of the German Corporate Governance Code in the year under review. The Board of Management and Supervisory Board intend to comply with all suggestions and recommendations in the future as well. In December 2024, they adopted the following Declaration of Conformity:

The Board of Management and the Supervisory Board of Deutsche Post AG declare that, since the issue of the Declaration of Conformity in December 2023, all recommendations of the Government Commission German Corporate Governance Code, as amended on April 28, 2022, and published in the Bundesanzeiger (Federal Gazette) on June 27, 2022, have been complied with, and that all recommendations are to be complied with going forward.

You can view the current Declaration of Conformity and the Annual Corporate Governance Statement along with the Declarations of Conformity for the past five years on the company’s website.

Corporate governance principles and shared values

Our business relationships and activities are based upon responsible business practices that comply with applicable laws, international guidelines and ethical standards, and this also forms part of the Group’s strategy. We are aware of the responsibility stemming from our business activities and global reach. For this reason, we have put in place our own strict ethical, social and environmental principles that guide us in our business activities. These are laid down in our Supplier Code of Conduct. The Supplier Code of Conduct is a binding component of the Group’s relationships with our suppliers and commits these suppliers to complying with our standards and implementing them in their own supply chains. We foster good relationships with our employees, customers, other stakeholders and shareholders, whose decisions to select DHL Group as an employer, supplier, investment and, in the context of Strategy 2030, green logistics provider are increasingly based upon the requirement that we apply good corporate governance criteria.

With the Code of Conduct, we have laid out the requirements regarding the conduct of our employees. It is applicable across the Group and adhered to in all divisions, functions and regions. You will find further information on the Code of Conduct in the Group Sustainability Statement/Nonfinancial Statement.

In addition, we support various sustainability initiatives, for example to promote the development of sustainable fuels and technologies, and are working with transport partners on reducing fuel consumption and the emission of greenhouse gases. As a long-standing partner of the United Nations, we support the UN’s Sustainable Development Goals (SDGs). DHL Group is also a member of Transparency International Germany.

The Code of Conduct also describes our understanding of diversity, equity, inclusion and belonging. This understanding and mutual respect promote cooperation within the Group and thus contribute to economic success. The criteria for the recruitment and professional development of our employees are exclusively their skills and qualifications. The members of the Board of Management and the Supervisory Board support the diversity measures, with a particular focus on the Group’s goal of increasing the number of women in management. Doing business includes using our expertise as a service provider in the mail services and logistics sector for the benefit of society and the environment, and we motivate our employees to engage personally in this regard.

Ensuring that our interactions with business partners, shareholders and the public are conducted with integrity and within the bounds of the law is vital to maintaining our reputation. This is also the foundation of DHL Group’s lasting business success. Our compliance management system (CMS) is designed to promote legally compliant conduct as well as to prevent corruption and anticompetitive conduct in particular. Insights gained from compliance audits and reported violations are also used to continually improve and upgrade the CMS. To this end, the enhanced compliance reporting tool (BKMS Dashboard) offers Group-wide, centralized and systematic collection of all key figures related to compliance notifications and the clarification of issues. In addition, the Group has taken further measures to promote the culture of compliance and has established compliance reporting. The CMS is described in detail in the Group Sustainability Statement/Nonfinancial Statement.

Cooperation between the Board of Management and the Supervisory Board, remuneration, retirement ages

As a listed German public limited company, Deutsche Post AG has a two-tier board structure comprising the Board of Management and the Supervisory Board. The members of the Board of Management are initially appointed by the Supervisory Board for a three-year period. Subsequent terms of office usually run for five years. Ten members of the Supervisory Board are elected by the shareholders and a further ten by the employees or employee representatives.

Members of the Board of Management are responsible for the management of the company. They manage their Board departments independently, except where decisions of particular significance and consequence for the company or the Group require a resolution by all members of the Board of Management. Each member of the Board of Management is obligated to subordinate the interests of their individual Board departments to the collective interests of the company and to inform the Board of Management about significant developments in their departments. The Board of Management ensures compliance with statutory provisions and internal guidelines within the company (compliance). The internal control system and the risk management system comprise a compliance management system aligned with the risk situation of the company and also include targets related to sustainability. The CEO conducts Board of Management business, coordinates Board department activities taking into account the company’s goals and plans, and ensures that corporate policy is carried out. When making decisions, members of the Board of Management may not act in their own personal interest or exploit corporate business opportunities for their own benefit. Any conflicts of interest must be disclosed to the chairs of the Supervisory Board and the Board of Management without delay; the other Board of Management and Supervisory Board members must also be informed. The Supervisory Board has determined that appointments to the Board of Management should generally end by the time the member turns 65.

The members of the Supervisory Board appoint, advise and oversee the Board of Management and work with it in a spirit of trust for the good of the company. Together with the Board of Management, they are jointly responsible for the long-term succession planning for the Board of Management and propose the remuneration system for Board of Management members to the Annual General Meeting. The statutory obligations of the Supervisory Board include the review and approval of the annual and consolidated financial statements, the review of the management report with the information on sustainability, the review of the proposal for the appropriation of the net retained profit, and the proposal of resolutions to the Annual General Meeting, including proposals for the election of the auditors and Supervisory Board members.

In its proposals for the election of Supervisory Board members, the Supervisory Board will ensure that their term of office ends no later than the close of the next Annual General Meeting to be held after the Supervisory Board member turns 72. As a general rule, Supervisory Board members should not serve more than three terms of office. A term of office on the company’s Supervisory Board generally runs for a four-year period.

The principles governing the Supervisory Board’s internal organization, a catalog of Board of Management transactions requiring approval and the establishment of various committees are governed by the Supervisory Board’s rules of procedure, which are available on the company’s website. The Chair, elected by the members of the Supervisory Board from their ranks, represents the Supervisory Board both internally and externally and coordinates its work. The Chair is in regular contact with the CEO and holds talks with investors on topics relevant to the Supervisory Board, such as the selection of Board of Management members, the Board of Management remuneration system to be approved by shareholders, and the working method and composition of the Supervisory Board, particularly in relation to members’ qualifications and experience. The Supervisory Board represents the company in respect of the Board of Management members. Members of the Supervisory Board receive a fixed annual remuneration of €100,000. The remuneration for each of the chairs (plenary and committees) increases by 100%, and remuneration for the Deputy Chair of the Supervisory Board and for committee members by 50%. This does not apply to the Mediation or Nomination Committees. The report on remuneration of Board of Management and Supervisory Board members can be accessed along with the auditor’s report pursuant to Section 162 (3) AktG on the company’s website. With the exception of the employment contracts with the employee representatives, the company has not entered into any contracts with Supervisory Board members.

The Supervisory Board meets at least twice each half year, regularly also without the Board of Management. Extraordinary plenary and committee meetings are held as required. The Supervisory Board members met for six plenary meetings and 23 committee meetings in the 2024 fiscal year. With the exception of one plenary meeting and six committee meetings, the meetings took place in person. Individual members joined via videoconference. In cases where individual members were unable to participate, they submitted their votes in writing in advance of the meeting. The overall attendance rate of around 98% is broken down by member in the report of the Supervisory Board.

Supervisory Board decisions are prepared in advance by the relevant committees and in separate meetings of the shareholder representatives and the employee representatives. During the plenary meetings, the committee chairs inform the other members about the work and decisions of the committees. Supervisory Board members are personally responsible for ensuring they receive training and professional development measures. They receive appropriate support from the company in the process. Directors’ Days for the members of the Supervisory Board took place in May and September of the 2024 fiscal year. These covered the future of the supply chain business, a comparison between European and national supply chain law, including the necessary changes to German law flowing from this, and the impacts of the expected CSRD Implementation Act and of the European Sustainability Reporting Standards (ESRS) on DHL Group’s sustainability reporting.

Succession planning for the Board of Management

Together with the Board of Management, the Supervisory Board is jointly responsible for the long-term succession planning for the Board of Management. The chairs of the two boards discuss this topic regularly. Within the Supervisory Board, the search for suitable candidates is primarily the responsibility of the Executive Committee. In the event of upcoming vacancies, the Executive Committee selects suitable candidates, taking into account specific requirements for the candidates themselves and the Board of Management’s composition as a whole, and submits its proposal to the Supervisory Board. The selection decision is based on the qualifications and personal suitability of the candidates, which they must demonstrate in interviews.

Independent of specific upcoming vacancies, potential successors from within the Group are given the opportunity to give a presentation on topics from their own areas of responsibility before the Supervisory Board. On this basis, the Supervisory Board maintains an overview of the potential of executives who could be considered for a position on the Board of Management. When selecting new members of the Board of Management, the Supervisory Board ensures that the different skills and experiences of the members complement each other and that the Board’s membership is as diverse as possible. Industry experience and international experience are of particular importance.

Independence of shareholder representatives on the Supervisory Board

All members of the company’s Supervisory Board are independent within the meaning of the German Corporate Governance Code. This well exceeds the target for the Supervisory Board of filling at least 60% of mandates on the shareholder side with independent members.

As of December 31, 2024, the largest shareholder in the company, KfW Bankengruppe, holds 16.99% of the shares in Deutsche Post AG and is therefore well below the threshold under the Wertpapiererwerbs- und Übernahmegesetz (German Securities Acquisition and Takeover Act), which defines control as requiring 30% of the voting rights. Luise Hölscher, State Secretary in the German Federal Ministry of Finance, and Stefan B. Wintels, CEO of KfW Bankengruppe, are therefore clearly independent within the meaning of the German Corporate Governance Code.

Lawrence Rosen’s responsibility as the company’s CFO ended more than eight years ago and therefore also does not impair his independence. At the same time, his extensive knowledge of the company and the industry makes it possible for him to support the Board of Management as an experienced adviser and to perform the monitoring duties of the Supervisory Board to a particular degree. The Supervisory Board has therefore decided to propose to this year’s Annual General Meeting that Lawrence Rosen be reelected to the Supervisory Board.

No Supervisory Board member exceeds the age limit of 72. No members maintain personal or business relationships with the company or its Group companies, the executive bodies of the company or a controlling shareholder of the company. Moreover, no members maintain personal relationships with the company’s main competitors, nor do they hold seats on governing bodies of, or provide consultancy services to, such competitors.

Effectiveness of the Supervisory Board’s advisory and monitoring duties

The members of the Supervisory Board carry out an annual review of the Board’s work and decision-making processes in plenary meetings and in the committees. These discussions take place during a Supervisory Board meeting without the presence of the Board of Management. In the reporting year, the focus here was on collaboration within the Supervisory Board and with the members of the Board of Management, the work of the committees, the involvement of the Supervisory Board in the company’s strategic planning and the skills profile of the Supervisory Board. In addition to this, opinions of the Supervisory Board members are evaluated at regular intervals based on a prior written survey, most recently in 2023. Suggestions made by individual members of the Supervisory Board are also addressed throughout the year. As a result of these deliberations, the Supervisory Board is of the view that the plenary meetings and committees perform the supervisory and advisory duties effectively and efficiently and that collaboration both within the Supervisory Board and with the members of the Board of Management is constructive, trusting and open in nature.

Targets for the composition of the Supervisory Board (skills profile)

In addition to legal requirements (notably Sections 100 and 107 AktG), the composition of the Supervisory Board is guided by recommendations C.1 and C.6 of the German Corporate Governance Code (DCGK). Overall, the Supervisory Board has set the following targets for its composition that also reflect the skills profile it aspires to have:

1. When proposing candidates to the Annual General Meeting for election as Supervisory Board members, the Supervisory Board is to be guided purely by the best interests of the company. Subject to this requirement, the Supervisory Board aims to ensure that the independent group of shareholder representatives as defined in C.6 of the German Corporate Governance Code is to account for at least 60% of the Supervisory Board, and that at least 30% of Supervisory Board members are women.

2. The company’s international activities are already adequately reflected in the current composition of the Supervisory Board. For its future proposals to the Annual General Meeting as well, the Supervisory Board strives to find candidates whose origins, education or professional experience equip them with particular international knowledge and experience.

3. The Supervisory Board should collectively serve as a competent adviser to the Board of Management on future issues, in particular digital transformation and sustainability issues.

4. The Supervisory Board should collectively have sufficient expertise in the areas of accounting and financial statement audits. This includes knowledge of international developments in the field of accounting. Additionally, the Supervisory Board believes that the independence of its members helps guarantee the integrity of the accounting process and ensure the independence of the auditors.

5. Conflicts of interest affecting Supervisory Board members are an obstacle to providing independent advice to, and supervision of, the Board of Management. The Supervisory Board will decide how to deal with potential or actual conflicts of interest on a case-by-case basis, in accordance with the law and giving due consideration to the German Corporate Governance Code.

6. In accordance with the age limit adopted by the Supervisory Board and laid down in the rules of procedure for the Supervisory Board, proposals for the election of Supervisory Board members must ensure that their term of office ends no later than the close of the next Annual General Meeting to be held after the Supervisory Board member reaches the age of 72. As a general rule, Supervisory Board members should not serve more than three terms of office.

The current Supervisory Board meets these targets and fulfills this skills profile. The Supervisory Board also took targets and the skills profile into account in the election proposals it made to this year’s Annual General Meeting.

Qualification matrix pursuant to C.1 of the German Corporate Governance Code

Skills and qualifications of the individual Supervisory Board members are shown in the following overview.

QUALIFICATION MATRIX
  Dr. Nikolaus von Bomhard Prof. Dr. Dr. Dr. h.c. Ann-Kristin Achleitner Dr. Mario Daberkow Ingrid Deltenre Dr. Hans-Ulrich Engel Dr. Heinrich Hiesinger Prof. Dr. Luise Hölscher Lawrence Rosen Dr. Katrin Suder Stefan B. Wintels
Member since/
appointed until
2016 /
 2025
2024/
2028
2018 / 
2027
2016 /
 2025
2024/
2028
2019 /
 2028
2022 /
 2026
2020 /
 2025
2023 /
 2027
2022 /
 2026
Independence1
No overboarding1
Gender Male Female Male Female Male Male Female Male Female Male
Year of birth 1956 1966 1969 1960 1959 1960 1971 1957 1971 1966
Nationality German German German Dutch/
Swiss
German German German US American German German
International experience
Educational background Legal expert Legal expert and economist Mathematician Journalist
and educational researcher
Legal expert Engineer Business administration Economist Physicist, expert in German studies, theatrical scholar Business administration
Accounting    
Finance expert
pursuant to Section 100
(5) AktG
     
Risk management  
Logistics            
Strategy
Sustainability      
Corporate governance/
controlling
Digitalization, IT, AI  
Cybersecurity and IT security        
Human resources      
1 In accordance with the German Corporate Governance Code.

Board of Management and Supervisory Board committees

Business review meetings are held regularly for each division, attended by representatives of management, once a year with the entire Board of Management and three times a year with the CEO and CFO. Additionally, regular review meetings are held for the cross-divisional functions with the CEO and CFO as well as representatives of management.

The review meetings involve discussions of strategic initiatives, operational matters and the budgetary situation in the divisions. In addition, all departments have Board committees where decisions are made on the fundamental strategic orientation of the respective department and prominent topics. Finally, the responsible Board departments resolve on investment, real estate and M&A plans below certain threshold limits using defined decision-making and approval processes.

The members of the Supervisory Board’s committees prepare the resolutions to be taken in the plenary meetings and perform the duties assigned to them by the law, the company’s Articles of Association and the rules of procedure for the Supervisory Board.

Committees of the Supervisory Board

Executive Committee
Dr. Nikolaus von Bomhard (Chair)
Andrea Kocsis (Deputy Chair)
Ingrid Deltenre
Thomas Held
Prof. Dr. Luise Hölscher
Thorsten Kühn

Personnel Committee
Andrea Kocsis (Chair)
Dr. Nikolaus von Bomhard (Deputy Chair)
Ingrid Deltenre
Mario Jacubasch

Finance and Audit Committee
Dr. Hans-Ulrich Engel (Chair, independent and expert in the areas of accounting and auditing of financial statements as defined in Sections 100 (5) and 107 (4) AktG and D.3 of the German Corporate Governance Code; since May 3, 2024)
Dr. Stefan Schulte (Chair, independent and expert in the areas of accounting and auditing of financial statements as defined in Sections 100 (5) and 107 (4) AktG and D.3 of the German Corporate Governance Code; until May 3, 2024)
Stephan Teuscher (Deputy Chair)
Prof. Dr. Dr. Dr. h.c. Ann-Kristin Achleitner (independent and expert in the areas of accounting and auditing of financial statements as defined in Sections 100 (5) and 107 (4) AktG and D.3 of the German Corporate Governance Code; since May 3, 2024)
Jörg von Dosky
Prof. Dr. Luise Hölscher
Simone Menne (independent and expert in the areas of accounting and auditing of financial statements as defined in Sections 100 (5) and 107 (4) AktG and D.3 of the German Corporate Governance Code; until May 3, 2024)
Yusuf Özdemir
Lawrence Rosen (independent and expert in the areas of accounting and auditing of financial statements as defined in Sections 100 (5) and 107 (4) AktG and D.3 of the German Corporate Governance Code)
Stefanie Weckesser

Strategy and Sustainability Committee
Dr. Nikolaus von Bomhard (Chair)
Andrea Kocsis (Deputy Chair)
Thomas Held
Dr. Heinrich Hiesinger
Stephan Teuscher
Stefan B. Wintels

Nomination Committee
Dr. Nikolaus von Bomhard (Chair)
Ingrid Deltenre
Prof. Dr. Luise Hölscher

Mediation Committee (pursuant to Section 27 (3) German Co-determination Act)
Dr. Nikolaus von Bomhard (Chair)
Andrea Kocsis (Deputy Chair)
Dr. Heinrich Hiesinger
Thorsten Kühn

The Executive Committee prepares the resolutions to be taken in the plenary meetings regarding the appointment of members to the Board of Management, preparation of their service agreements, the system for remunerating Board of Management members, the establishment of variable remuneration targets, the establishment of variable remuneration according to degrees of target achievement, the review of the appropriateness of Board of Management remuneration and the remuneration report to be prepared annually. In addition, it regularly focuses on long-term succession planning for the Board of Management and questions of corporate governance.

The Finance and Audit Committee reviews the company and consolidated accounts, including reporting on sustainability topics, and submits proposals for the approval of the annual and consolidated financial statements to the Supervisory Board. It oversees the company’s accounting process; the effectiveness of the internal control system, the risk management system and the internal audit system; and the audit of the annual financial statements, in particular with respect to audit quality and the independence of the auditors. Consultation with the auditors also regularly takes place without the Board of Management members being present. The Finance and Audit Committee prepares the proposal of the Supervisory Board to be made to the Annual General Meeting concerning the choice of auditors.

If the auditors are to be engaged to perform nonaudit services, the Finance and Audit Committee must approve any such engagement, and the committee receives regular reports regarding the total amount of fees agreed upon for these services to ensure compliance with the statutory upper limit. It examines corporate compliance and discusses the half-yearly financial reports and the quarterly statements with the Board of Management prior to their publication. The Chair of the Finance and Audit Committee regularly engages in dialog with the auditors outside of the meetings as well and reports back to the committee.

Stefan Schulte and Simone Menne, experts in the areas of accounting and auditing, left the Supervisory Board at the end of the 2024 Annual General Meeting. Hans-Ulrich Engel, former CFO of BASF SE, and Ann-Kristin Achleitner, economist and long-serving member of the Supervisory Boards of large, listed companies, were elected to the Supervisory Board by the shareholders. Like Lawrence Rosen, the company’s former CFO and previously CFO of Fresenius Medical Care AG & Co. KGaA, they have extensive expertise in accounting and auditing. These Supervisory Board members’ accounting and auditing expertise also includes sustainability reporting and auditing.

A contractual agreement has been reached with the auditors that the Chairs of the Supervisory Board and Finance and Audit Committee will be informed without delay of any potential grounds for exclusion or for impairment of the auditors’ independence that arise during the audit, to the extent that any such grounds for exclusion or impairment are not immediately remedied. In addition, it has been agreed upon that the auditors will inform the Supervisory Board without delay of all material findings and incidents occurring in the course of the audit. Furthermore, the auditors must inform the Supervisory Board if, while conducting the financial statement audit, any facts are found leading to the Declaration of Conformity issued by the Board of Management and Supervisory Board being incorrect, and must note this in the auditors’ report. The Finance and Audit Committee regularly reviews the quality of the financial statement audit. Both in the meeting of the Finance and Audit Committee held in preparation for the financial statements meeting as well as in the plenary meeting where the company and consolidated financial statements are approved, the members of the Supervisory Board closely examine the contents and the processes of the financial statement audit.

The Strategy and Sustainability Committee prepares the Supervisory Board’s strategy discussions and regularly discusses implementation of the strategy and the competitive position of the enterprise as a whole and of the divisions. In addition, the committee does preparatory work on corporate acquisitions and divestitures requiring the Supervisory Board’s approval, as well as on digitalization and artificial intelligence, and takes an in-depth look at ESG topics relevant to the company. These include primarily the implementation of the sustainability strategy, in particular with regard to the goals of reducing CO₂ emissions, the safety and satisfaction of employees, the promotion of the share of women in executive positions, cybersecurity and the strengthening of compliance. All shareholder representatives on the committee have significant expertise in the field of sustainability.

The Nomination Committee is comprised exclusively of shareholder representatives. It presents the shareholder representatives of the Supervisory Board with recommendations for shareholder candidates for election to the Supervisory Board at the Annual General Meeting.

The Personnel Committee discusses human resources principles and material topics, such as occupational health and safety, recruiting and retention, employee satisfaction and equal opportunities.

The task of the Mediation Committee is stipulated by the Mitbestimmungsgesetz (MitbestG – German Co-Determination Act): it makes proposals to the Supervisory Board on the appointment of members of the Board of Management in cases in which the required majority of two-thirds of the votes of the Supervisory Board members is not reached. The committee did not meet in the past fiscal year.

Further information about the work of the Supervisory Board and its committees in the 2024 fiscal year is contained in the report of the Supervisory Board. The members of the Board of Management and Supervisory Board, and all additional offices held by them, can be found in boards and committees. The Board members’ curriculum vitae, information about their qualifications and the terms of their current appointments are also published on the company’s website. The website also has current curriculum vitae of the shareholder representatives on the Supervisory Board along with information on their professional occupation, the duration of their membership on the Supervisory Board and their current term of office.

Diversity

Diversity is one of the decisive factors in the business success of the Group – and the Board of Management is no exception. When selecting members for the Board of Management, the Supervisory Board pays close attention to diversity and to ensuring that the members complement each other in terms of their personalities, qualifications, skills, origin and experience. Long-term succession planning in all divisions guarantees that there will be sufficient qualified candidates in the future as well. The composition of the Board of Management reflects the company’s international orientation. Due to both their ethnic and cultural backgrounds as well as long professional tenures abroad or responsibility for business operations abroad, the members of the Board of Management have a wide range of experience in many European countries and in the United States, Asia, Latin America and Australia.

With regard to long-term succession planning, the focus remains on the share of women in management positions. With two women on the Board of Management, the company exceeds the minimum number under Section 76 (3a) AktG, which stipulates that the board of management of listed companies to which the German Co-determination Act applies include at least one woman and one man, if it consists of more than three persons. It also meets the target set by the Supervisory Board of a 25% share of women on the Board of Management by the end of 2024, which exceeds the statutory participation requirement.

For the period beginning January 1, 2020, the Board of Management set a target of 30% for the percentage of women at the company in both executive tiers below the Board of Management. These targets were to be achieved by December 31, 2024. The two executive tiers are defined on the basis of their reporting lines: tier 1 comprises executives assigned to the N⁠–⁠1 reporting line; here, the share of women was 30.0% as of December 31, 2024. Tier 2 comprises executives assigned to the N⁠–⁠2 reporting line; here, the share of women was 31.1% as of December 31, 2024. By the end of 2025, women should occupy at least 30% of middle- and upper-management positions in the Group. This figure has risen continually in recent years and stood at 28.4% as of December 31, 2024. In the reporting year, the Board of Management set new targets for the two executive tiers below the Board of Management. A target of 34% was set for each executive tier, to be achieved by December 31, 2029. This approximately corresponds to the proportion of women in the company’s total workforce in 2024.

The diversity criteria that are particularly important to the Supervisory Board when considering its own composition are also outlined in the list of its goals (skills profile). With a proportion of women of 40%, the Supervisory Board continues to exceed its own target of 30%, which also reflects the minimum statutory requirement.

Shareholders and Annual General Meeting

Shareholders exercise their rights, and in particular their right to receive information and to vote, at the Annual General Meeting. Each share in the company entitles the holder to one vote. The company did not issue preference shares without voting rights. The agenda with the proposed resolutions for the Annual General Meeting and additional information will be made available on the company website directly after the Annual General Meeting is convened. A CV, which provides information about their relevant knowledge, skills and functional experience and contains an overview of their essential duties, is published for each Supervisory Board candidate put forth for election. Moreover, the qualification matrix offers an overview of the skills and qualifications of the Supervisory Board members.

The speech by the CEO is generally available on the company’s website at least four days in advance of the respective Annual General Meeting.

We assist our shareholders in exercising their voting rights not only by making it possible to submit postal votes but also by appointing company proxies, who cast their votes at the Annual General Meeting as instructed by the shareholders. Additionally, shareholders can authorize company proxies and submit postal votes via the shareholder portal offered by the company. The voting instructions to the proxies and the postal ballots can be changed up to the point when voting begins at the Annual General Meeting. Shareholders entered into the shareholder register and their proxies will be able to watch and listen to the Annual General Meeting during an online live stream.

The last two years’ Annual General Meetings took place in person. The Board of Management also intends to hold this year’s Annual General Meeting as an in-person event. This is in line with the wishes of many shareholders and shareholder representatives to have the opportunity to talk personally with the members of the Board of Management and the Supervisory Board, as well as with each other.

The Annual General Meeting passes a resolution on the approval of the Board of Management remuneration system presented by the Supervisory Board at least every four years and in the event of any material change to the remuneration system. The Annual General Meeting also passes a resolution on the remuneration of Supervisory Board members at least every four years. The current Board of Management remuneration system was approved by the shareholders with a majority of 93.39% in 2021. The Supervisory Board adopted a new remuneration system for the Board of Management in December 2024 and will present it to this year’s Annual General Meeting for approval. Among other things, the new remuneration system incorporates ESG criteria into the long-term component (LTIP), introduces share ownership guidelines and abolishes the employer-financed company pension scheme in favor of a pension substitute. The remuneration of Supervisory Board members was last approved by the 2022 Annual General Meeting with a majority of 99.07%. The Board of Management remuneration system and the resolutions of the Annual General Meeting on the remuneration of Supervisory Board members can also be accessed on the company’s website. Information regarding the remuneration of the individual members of the Board of Management and the Supervisory Board can be found in the remuneration reports available there.

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