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 2025, 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 2024, 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 based upon the requirement that we apply good corporate governance criteria.

In 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. Equal treatment and equal opportunities for all employees along with diversity, inclusion and freedom from discrimination are anchored in this code. We firmly believe that mutual respect promotes cooperation within the Group and thus contributes 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. You will find further information on the Code of Conduct in the Group Sustainability 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.

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 (Incident Management 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.

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. Both boards perform their roles in the best interests of the company and with the aim of a long-term, sustainable increase in value. 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 at the Annual General Meeting and a further ten by the employees or employee representatives in accordance with co-determination law.

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. The principles governing cooperation and the Board of Management’s internal organization are set out in rules of procedure, which are available on the company’s website. 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 Board of Management without delay; the other Board of Management members must also be informed. Secondary activities that do not qualify as Group mandates require the permission of the Executive Committee. The Supervisory Board has determined that appointments to the Board of Management should generally end by the time the member turns 65. The Supervisory Board made an exception to this general rule in extending John Pearson’s mandate in December 2025. The age consideration was outweighed by the desire to be able to draw upon John Pearson’s extensive operational management experience in the Express division for another four years, if not for the usual five-year extension term.

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 ensures 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 to be decided 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. Supervisory Board remuneration is due to be submitted to the 2026 Annual General Meeting for resolution. The proposal to the Annual General Meeting provides for a moderate increase, since the last resolution in 2022, in the basic remuneration of the Supervisory Board from €100,000 to €115,000, with corresponding increases for the chair and committee members based on the existing multiplier mechanism. This is intended to reflect the duties and time commitment involved in Supervisory Board work and the development of remuneration at similar companies. The structure of Supervisory Board remuneration is to otherwise remain unchanged. The proposed increase in remuneration is intended to help attract and retain suitable candidates for the Supervisory Board in the future. It is in line with employee salary development within the company as well as with the inflation trend in recent years and represents a relatively moderate adjustment step in terms of the market environment. The 2025 remuneration report 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. In accordance with D.6 of the German Corporate Governance Code, it regularly also meets without the Board of Management. Extraordinary plenary and committee meetings are held as required. The Supervisory Board members met for seven plenary meetings and 25 committee meetings in the 2025 fiscal year. With the exception of two plenary meetings 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 97.26% 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 June and December of the 2025 fiscal year. In June, they discussed the current situation on the capital markets and the markets’ view of DHL Group with a representative from an investment bank. In December, AI specialists from the company spoke on the topic “Focus on AI: Technology, market development and example applications in the Group.”

Succession planning for the Board of Management

Together with the Board of Management, the Supervisory Board is jointly responsible for 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 and involves a comprehensive recruitment process that was last reviewed in September 2025. 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 also 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. Appointment decisions are always driven by the company’s best interests, taking into account all the individual circumstances. The Supervisory Board ensures, above all, 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. As a general rule, the company aims to fill Board of Management positions with managers from within the Group, as was the case again in 2025 with the appointment of Hendrik Venter. However, potential external candidates are also assessed and shortlisted as necessary.

Independence of Supervisory Board members

The members of the Supervisory Board are independent within the meaning of the German Corporate Governance Code and the European Commission Recommendation of February 15, 2005, on the independence of supervisory directors. Furthermore, all Supervisory Board members are also independent within the meaning of the European Sustainability Reporting Standards (ESRS).

As of December 31, 2025, the largest shareholder in the company, KfW Bankengruppe, holds 17.73% 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. Rolf Bösinger, 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 nine 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. This well exceeds the target for the Supervisory Board of filling at least 60% of mandates on the shareholder side with members who are independent within the meaning of the German Corporate Governance Code.

The employee representatives on the Supervisory Board are also independent. In light of the European Commission’s recommendation, taken in conjunction with extensive protection against unwarranted dismissal and the anti-discrimination provisions contained in the German Betriebsverfassungsgesetz (Work Constitution Act) and Mitbestimmungsgesetz (Co-determination Act), employment by the company is not inconsistent with the requirement for independence. Andrea Kocsis, Stefanie Weckesser and Stephan Teuscher have been members of the Supervisory Board for more than twelve years. The duration of their service does not impair their independence, given that they use their skills and experience in the best interests of the company and always conduct their deliberations with a nuanced and critical approach. Moreover, their mandate is based not on personal or business relationships with the company but on an election in accordance with the Co-determination Act.

All Supervisory Board members are also independent within the meaning of the European Sustainability Reporting Standards (ESRS). No members of the Supervisory Board have an interest, position, association or relationship that, when judged from the perspective of a reasonable and informed third party, is likely to influence unduly or cause bias in decision-making.

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 Board of Management. In addition to this, opinions of the Supervisory Board members are evaluated at regular intervals based on a prior written survey, most recently in the 2025 fiscal year. The evaluation was performed by an external service provider for the first time in September 2025. The main topics of the written evaluation, which also included free-text fields for respondents to comment individually, included the composition of the Supervisory Board and its committees, the organization of the meetings, the quality of the meeting documents and reports, the quality of discussion in the meetings, the structure of and work in the committees, and possible areas for development and improvement. The results were subsequently presented to the Supervisory Board and extensively discussed. The self-evaluation revealed a consistently positive opinion across all topic areas. In a few areas, potential to further improve work in the plenary meetings and committees was identified and corresponding measures implemented. Suggestions made by individual members of the Supervisory Board are also always addressed throughout the year, including in one-to-one meetings where requested. Overall, the efficiency review in the reporting year confirmed the findings from previous years, which attested to a professional, excellent and highly open and trusting collaboration within the Supervisory Board and with the Board of Management.

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. This is also evident from the updated qualification matrix in the following paragraph. The targets and skills profile are also the basis for the Supervisory Board’s proposals at this year’s Annual General Meeting for the (re-)election of Stefan B. Wintels and Rolf Bösinger.

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.

Knowledge and experience are evaluated based on a critical self-assessment by the members of the Supervisory Board. A filled circle indicates very good knowledge of the topic area and thus the ability to understand topic-specific matters well and to make informed decisions. The knowledge required by Supervisory Board members for this purpose is based on, among other things, a management function, an academic and/or professional qualification, or the knowledge and experience acquired through board or committee work (e.g., membership of a committee over several years). Information on members’ academic and professional backgrounds can be found in their curriculum vitae, which are available on the company’s website.

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 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, until May 2, 2025)
Dr. Katrin Suder (Chair, since May 2, 2025)
Andrea Kocsis (Deputy Chair)
Dr. Rolf Bösinger (since July 15, 2025)
Ingrid Deltenre
Thomas Held
Prof. Dr. Luise Hölscher (until June 25, 2025)
Thorsten Kühn

Personnel Committee

Andrea Kocsis (Chair)
Dr. Nikolaus von Bomhard (Deputy Chair, until May 2, 2025)
Dr. Katrin Suder (Deputy Chair, since May 2, 2025)
Ingrid Deltenre
Mario Jacubasch (until December 17, 2025)

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)
Stephan Teuscher (Deputy Chair)
Prof. Dr. Dr. 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)
Dr. Rolf Bösinger (since July 15, 2025)
Jörg von Dosky
Prof. Dr. Luise Hölscher (until June 25, 2025)
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, Technology and Sustainability Committee

(The committee was renamed as part of the amendment to the Supervisory Board’s Bylaws in December 2025 to reflect the increasing discussion of technology-related topics such as IT, AI, automation and robotics by this committee.)
Dr. Nikolaus von Bomhard (Chair, until May 2, 2025)
Dr. Heinrich Hiesinger (Chair, since May 2, 2025)
Andrea Kocsis (Deputy Chair)
Thomas Held
Dr. Katrin Suder (since May 2, 2025)
Stephan Teuscher
Stefan B. Wintels

Nomination Committee

Dr. Nikolaus von Bomhard (Chair, until May 2, 2025)
Dr. Katrin Suder (Chair, since May 2, 2025)
Dr. Rolf Bösinger (since July 15, 2025)
Ingrid Deltenre
Prof. Dr. Luise Hölscher (until June 25, 2025)

Mediation Committee (pursuant to Section 27 (3) German Co-determination Act)

Dr. Nikolaus von Bomhard (Chair, until May 2, 2025)
Dr. Katrin Suder (Chair, since May 2, 2025)
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 as well as on Supervisory Board remuneration, which is due to be presented for resolution at the 2026 Annual General Meeting.

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. 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 dialogue with the auditors outside of the meetings as well and reports back to the committee.

Hans-Ulrich Engel (the Chair of the Finance and Audit Committee and former CFO of BASF SE), Ann-Kristin Achleitner (economist and long-time member of the supervisory boards of major listed companies) and Lawrence Rosen (the company’s former CFO and previously the CFO of Fresenius Medical Care AG & Co. KGaA) are considered experts 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. 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, Technology 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 the technology-related topics of IT, AI, automation and robotics. It also 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 and are the sustainability experts on the Supervisory Board.

The Nomination Committee is the only committee to be comprised exclusively of shareholder representatives in line with the recommendation of the German Corporate Governance Code. It has the task of presenting the shareholder representatives of the Supervisory Board with recommendations for the shareholder candidates to be proposed for election to the Supervisory Board at the Annual General Meeting. Along with the required knowledge, skills and experience, the Nomination Committee also takes account of the skills profile adopted by the Supervisory Board for its overall composition. The Nomination Committee also considers the appropriate female and male representation in line with the statutory gender quota and ensures that the Supervisory Board members as a whole are familiar with the sector in which the company operates. The terms of office of the shareholder representatives on the Supervisory Board end at different times (“staggered board”), meaning that the committee makes proposals for election to the Supervisory Board each year, usually in December. The personal and business relationships of the candidates to the company, board members and major shareholders are examined and disclosed with each proposal.

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

In accordance with the Co-determination Act, the Mediation Committee consists of the Chair and Deputy Chair of the Supervisory Board, one member elected by the employee representatives and one member elected by the shareholder representatives. The role of the Mediation Committee is also stipulated by law: 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 was not reached. The committee did not meet in the 2025 fiscal year.

Further information about the work of the Supervisory Board and its committees in the 2025 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 of Management 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 includes current curriculum vitae of the Supervisory Board members 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 a key factor in the financial success of the Group. That also goes for the members of the Board of Management. 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, Africa, Asia, Australia and Latin America.

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.

For the period beginning January 1, 2025, the Board of Management set a target of 34% for the percentage of women at the company in both executive tiers below the Board of Management. This approximately corresponds to the proportion of women in the company’s total workforce in 2024. These targets are to be achieved by December 31, 2029. 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 31.0% as of December 31, 2025. Tier 2 comprises executives assigned to the N⁠–⁠2 reporting line; here, the share of women was 32.3% as of December 31, 2025. The target for women to occupy at least 30% of middle- and upper-management positions in the Group by the end of 2025 was narrowly missed. However, the figure has risen continually in recent years from 22% in 2019 to 29% as of December 31, 2025.

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 the proportion of women currently at 40%, the Supervisory Board continues to exceed its own target of 30%, which also reflects the minimum statutory requirement.

Shareholders and the Annual General Meeting

We want to keep all shareholders continuously informed about important developments and the company’s situation. To this end, we provide important information such as ad hoc announcements and press releases, presentations for analyst conferences, financial reports and a financial calendar on the company’s website.

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 speeches by the CEO and Chair of the Supervisory Board are generally available on the company’s website at least four days in advance of the 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 have the opportunity to approve or reject the individual agenda items or to abstain. Shareholders entered into the shareholder register and their proxies are able to watch and listen to the Annual General Meeting during an online live stream.

The 2025 Annual General Meeting once again granted the Board of Management temporary authorization until the close of 2027 to hold Annual General Meetings in a virtual format if appropriate. Any such decision by the Board of Management would always be taken in consultation with the Supervisory Board. Recent years’ Annual General Meetings have all taken place in person in Bonn. The Board of Management also intends to hold this year’s Annual General Meeting on May 5, 2026 as an in-person event. We are thereby meeting the wishes of many shareholders and shareholder representatives and offering them 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 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 Board of Management remuneration system applicable in 2025 was approved by the shareholders with a majority of 93.39% in 2021. For the years from 2026 onward, last year’s Annual General Meeting approved a revised remuneration system with a majority of 95.39%. 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% and is due to be on the agenda for the 2026 Annual General Meeting. A moderate increase in the basic remuneration of the Supervisory Board from €100,000 to €115,000 is planned, as described above in the section Cooperation between the Board of Management and the Supervisory Board, remuneration, retirement ages. 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.