Sustainability in business conduct (ESRS 2 GOV-1 to GOV-5)

In the course of the Double Materiality Assessment (DMA) material impacts (both positive and negative) as well as risks and opportunities arising from our business activities were identified. In this Sustainability Statement, risks and opportunities are disclosed on a gross basis in accordance with ESRS requirements, while the Opportunity and Risk Report presents a net perspective.

The role of the Board of Management and Supervisory Board (ESRS 2 GOV⁠–⁠1)

As a listed German stock corporation, DHL Group has a two-tier system. The Board of Management is responsible for managing the company. It is appointed, overseen and advised by the Supervisory Board.

The Board of Management is the key decision-maker in terms of setting the Group’s strategic direction in sustainability matters, whereas the corporate divisions are responsible for the implementation of actions. The Board of Management identifies and assesses the opportunities and risks associated with sustainability and manages impacts via the various board departments. The progress achieved is regularly discussed within the Board of Management. The board consists of eight members, 75% of whom are male and 25% female. As of December 31, 2025, the average ratio of female to male members was 1:3.

Sustainability matters are also regularly dealt with in the meetings of the Supervisory Board and its Strategy, Technology and Sustainability Committee (2024: Strategy and Sustainability Committee), its Human Resources Committee and its Finance and Audit Committee. The Supervisory Board consists of 20 members, ten of whom are shareholder representatives and ten of whom are employee representatives. The shareholder representatives are elected by the Annual General Meeting (in individual votes) and the employee representatives are elected by our own employees. A total of 65% of the Supervisory Board is male and 35% is female. Thus, the ratio of female to male members was 2:3 as of December 31, 2025.

Sustainability-related responsibilities of the Board of Management

The CEO’s department is responsible for setting the Group’s strategic direction, for stakeholder dialogue and the implementation of decarbonization and occupational safety policies as well as for the Group’s corporate citizenship program and its cybersecurity standards.

The Human Resources (HR) Board department develops Group-wide policies for leadership and corporate culture, for the promotion of talent and skills, equal treatment and equal opportunities, health and well-being, as well as guidelines for HR processes and services, relations with employee representatives, and respect for human rights among our workforce. In addition, the Group’s Chief Medical Officer (CMO) offers advice on all matters of occupational health management, for example on policies for handling the risk of epidemics or pandemics. The main Group directives are presented in the section entitled statement on due diligence.

The Finance Board department is in charge of sustainability reporting and controlling, opportunity and risk assessment, the integration of sustainability reporting into the internal control and financial systems, compliance management, data protection and performance of the materiality assessment. The Global Business Services Board department is responsible, among other things, for developing Group-wide standards for sustainable sourcing and the supplier selection process, including respect for human rights in the value chain, as well as for insurance & risk management specifications and for Group real estate.

Sustainability matters are further developed in the corporate strategy and were reviewed at two meetings of the Sustainability Steering Board (SSB) in fiscal year 2025. The SSB is composed of the Chief Executive Officer, the Chief Financial Officer and the Chief Human Resources Officer, as well as senior managers from central specialist functions and corporate divisions.

We have introduced special controls and processes to enable management to monitor and manage impacts, risks and opportunities: steering metrics and targets have been integrated into our financial systems and reporting and planning processes as well as into our internal control system and opportunity and risk management process. Developments in performance indicators compared to planned figures are presented to the Board of Management for discussion each month, except for the Employee Engagement indicator, which is calculated and discussed as part of the annual employee survey. In the event of deviations from targets, solutions are discussed and adopted. In fiscal year 2025, the Supervisory Board’s Finance and Audit Committee was informed about the developments at each meeting.

Corporate Internal Audit evaluates the effectiveness of our risk management system, our control mechanisms and our management and monitoring processes as well as compliance with Group policies, thereby contributing to their improvement. It does so by performing independent regular and ad hoc audits at the Group entities and at corporate headquarters on the authority of the Board of Management. The audit teams discuss the audit findings and agree on actions for improvements with the audited organizational units and their senior managers. The Board of Management is informed of the findings on a regular basis. The Supervisory Board is provided with a summary once per year.

The members of the Board of Management are also involved in the implementation of sustainability goals in their day-to-day business. They contribute a wide range of professional expertise from the fields of industrial engineering, physics, business administration, law, and psychology. Their education and professional activities have given them specialist knowledge that they apply in their areas of responsibility to strategically align the company with sustainability goals. Each member of the Board of Management has the expertise, skills and experience to suitably comprehend the opportunities and risks inherent in sustainability matters and to consider those opportunities and risks when making business decisions. Operational responsibility has been delegated by topic to various central functions in the respective board departments.

An external perspective on sustainability topics is provided at regular intervals by the Sustainability Advisory Council, which is made up of representatives from the sciences, civil society and business.

Composition of the Supervisory Board and its committees

All shareholder representatives on the Supervisory Board (50% of members) are independent as required by the German Corporate Governance Code. The Supervisory Board has formed six committees that are composed of its members: the Executive Committee, the Human Resources Committee, the Finance and Audit Committee, the Strategy, Technology and Sustainability Committee, the Nomination Committee and the Mediation Committee. The members of these committees prepare resolutions for the full Supervisory Board and perform the duties incumbent upon them by virtue of the law, the company’s Articles of Association and the Supervisory Board’s Rules of Procedure. The sustainability strategy is discussed by the Strategy, Technology and Sustainability Committee. Progress in the implementation of sustainability targets, including related risks and the findings of the materiality assessment, is the subject of deliberations in the Finance and Audit Committee. Employee matters are addressed by the Human Resources Committee.

New Supervisory Board members are offered comprehensive training to familiarize them with specific topics quickly. Supervisory Board members are able to participate in selected external training events and obtain professional journals. They are also provided with insight into conditions at the Group’s sites to ensure that they have a full picture of operating processes and actions for sustainability. Directors’ Day, which takes place twice per year, moreover enables the members of the Supervisory Board to deepen their understanding of current topics and developments that are relevant to the company, including those related to sustainability.

Diversity on the Board of Management and the Supervisory Board

Diversity is a key factor in the financial success of the Group. That also goes for the members of the Board of Management and the Supervisory Board. When selecting Board of Management members, the Supervisory Board considers factors such as diversity and ensures that the members complement each other in terms of their personalities, qualifications, abilities, place of origin and experience. Long-term succession planning in all corporate divisions ensures that qualified internal candidates will continue to be available going forward. The early selection of women for leadership positions plays a critical role in this. In addition, the composition of the Board of Management reflects the international orientation of the Group. Our Board of Management members have a great deal of experience in many European countries as well as in the United States, Asia, Latin America, Africa and Australia by virtue of their origin as well as based on having spent extended periods working abroad or being in charge of foreign operations. As of December 31, 2025, the average age of members of the Board of Management was 55, with the youngest member being 49 and the oldest 62.

Addressing sustainability matters (ESRS 2 GOV⁠–⁠2)

In fiscal year 2025 the Board of Management was informed that the results of the materiality assessment had been reviewed and remained unchanged. In addition, the Human Resources Committee of the Supervisory Board was informed about developments in reporting standards by the Chief Human Resources Officer. The materiality assessment was conducted in accordance with the ESRS in 2023. In 2024, the Board of Management discussed the material impacts, risks and opportunities identified in the process, as well as the implementation of due diligence. The Supervisory Board was also informed of the results of the materiality assessment and the associated adjustments to reporting requirements.

For each corporate division, quarterly business performance meetings are held under the leadership of the Chief Financial Officer to specifically track developments in sustainability. In addition, there are other executive committees that decide on the fundamental strategic direction of the individual departments and on key topics. Decisions on investment and real estate projects as well as on mergers and acquisitions (M&A) are made by the committees responsible based on defined decision-making and approval processes.

The results of the effectiveness assessments of our internal control system are documented in a central reporting system and shared with the Board of Management and the Supervisory Board annually. This information is analyzed continuously to identify potential opportunities for improvement.

The Supervisory Board and the relevant Strategy, Technology and Sustainability Committee as well as the Finance and Audit Committee are provided with quarterly reports from the Board of Management detailing material impacts, risks and opportunities, the implementation of due diligence, and the results and effectiveness of the policies, actions, metrics and targets adopted. These committees account for impacts, risks and opportunities when monitoring strategy implementation and assessing key transactions and risks. The Strategy, Technology and Sustainability Committee consists of three shareholder representatives and three employee representatives, and the Finance and Audit Committee consists of four shareholder representatives and four employee representatives.

The Executive Committee deals with succession planning for Board of Management members, clarifies questions of corporate governance and prepares resolutions for the full Supervisory Board regarding the appointment of Board of Management members, the provisions of their employment contracts (including remuneration), the remuneration system for Board of Management members, the establishment of targets for variable remuneration, the calculation of variable remuneration in line with the degree of target achievement, the review of the appropriateness of remuneration and the annual Remuneration Report. Supervisory Board members receive a fixed annual retainer in addition to attendance fees and reimbursement of expenses pursuant to the Articles of Association of Deutsche Post AG. The Annual General Meeting decides on remuneration for the Board of Management and the Supervisory Board.

Material impacts, risks and opportunities are also accounted for when developing strategy, in the context of acquisitions and divestments, in risk management and in the internal control system.

Sustainability in Board of Management remuneration (ESRS 2 GOV⁠–⁠3)

The variable remuneration of the members of the Board of Management represents a significant portion of the Board of Management’s total remuneration. Variable remuneration consists of the annual performance-based bonus, combined with a mid-term component and a long-term component. In fiscal year 2025, sustainability was factored into the annual bonus of Board of Management members in the form of the three performance indicators Realized Decarbonization Effects, Employee Engagement and cybersecurity rating, each of which is weighted at 10%. The Realized Decarbonization Effects indicator serves to implement the objective of reducing greenhouse gas emissions and strengthening the Group’s range of low-carbon-emission logistics solutions. Employee Engagement measures our success in being an Employer of Choice. The cybersecurity rating provides for a neutral and transparent assessment of DHL Group’s position in cybersecurity matters. It measures the success of cybersecurity management and facilitates ongoing optimization in this area.

In fiscal year 2025, the proportion of recognized Board of Management remuneration linked to climate-related performance was 3.0% (2024: 3.1%), note 48.3. No target-related remuneration components have been defined for the Supervisory Board.

The remuneration system for Board of Management members is reviewed regularly by the Supervisory Board. The remuneration system is presented to the Annual General Meeting for approval whenever there are significant changes, or at least every four years. In fiscal year 2025, the Annual General Meeting approved the revised remuneration system, meaning that sustainability-related performance will also be incorporated into the long-term component of remuneration for the Board of Management from fiscal year 2026 onwards, remuneration report.

Executives in upper management

The above metrics are used to calculate performance-based remuneration for upper management. Upper-level executives are additionally assessed based on Employee Engagement in their area of responsibility. As of fiscal year 2026, sustainability-related metrics will be considered in the long-term remuneration component.

Statement on due diligence (ESRS 2 GOV⁠–⁠4)

We conduct our business in accordance with applicable law and pursuant to our self-imposed standards. DHL Group signed the UN Global Compact as early as 2006. The Ten Principles of the UN Global Compact, the Universal Declaration of Human Rights, the OECD Guidelines for Multinational Enterprises, the International Labour Organization’s (ILO) Declaration on Fundamental Principles and Rights at Work and the concept of social partnership are anchored in our Code of Conduct for employees and our Human Rights Policy Statement, and are described in greater detail in additional internal policies.

In terms of human rights, we focus on the exclusion of child and forced labor, working conditions (working hours, occupational health and safety, remuneration), equal opportunity, data protection and the right to freedom of association. The Supplier Code of Conduct requires suppliers and subcontractors to comply with our ethical, social and environmental principles and to implement them in their own supply chains. The Supplier Code of Conduct is on principle a binding component of the Group’s relationships with our suppliers, including subcontractors. By signing the Supplier Code of Conduct, suppliers agree to adhere to our standards within their own supply chains, management of relationships with suppliers.

Our actions aimed at ensuring respect for human rights by our employees and in the supply chain follow the specifications of the German Act on Corporate Due Diligence Obligations in Supply Chains (Lieferkettensorgfaltspflichtengesetz, LkSG). Implementation of the actions is monitored by the LkSG Council. The Council consists of executives in upper management from the Group functions of Human Resources, Corporate Strategy, Corporate Public Affairs, Legal Services and Global Compliance, Corporate Procurement and Corporate Internal Audit.

The Code of Conduct and the Anti-Corruption and Business Ethics Policy Statement derived therefrom provide all employees and managers with clear rules and mandatory standards on how they can contribute to the success of the Group in their area of responsibility in accordance with laws and regulations. All of our employees, but in particular our managers, play a key role when it comes to implementing our values and objectives. Thus, we have made the Code of Conduct an integral component of their employment contracts. The two codes of conduct and our Group policies are reviewed annually to ensure that they are complete and up to date.

Corporate Internal Audit is an essential component of the Group’s control and monitoring system. Using risk-based auditing procedures, Group Internal Audit regularly examines the application of Group policies – including with regard to respect for human rights – as well as the related processes and reports on its findings to the Board of Management.

Risk management and internal controls over sustainability reporting (ESRS 2 GOV⁠–⁠5)

Sustainability is taken into account Group-wide via the opportunity and risk management system, and sustainability reporting controls are implemented via the internal control system (ICS).

Opportunities and risks are identified and assessed decentrally at DHL Group. Reporting on possible deviations from projections as well as on long-term or latent opportunities and risks occurs primarily at country or regional level. We provide a detailed description of the processes involved and the opportunities and risks identified in the Opportunity and Risk Report, opportunity and risk management.

Our ICS was designed to follow the internationally recognized COSO framework for internal control systems (COSO: Committee of Sponsoring Organizations of the Treadway Commission) and is continuously updated and enhanced. Minimum requirements are defined on the basis of identified risks and control objectives and must be fulfilled by putting suitable controls in place in the control frameworks of the corporate divisions. For sustainability reporting minimum requirements have been established for defining, capturing data on, calculating and reporting sustainability indicators and governance processes. We report on the main risks, mitigation strategies and corresponding controls in the section describing our accounting-related internal control system.

In addition, Corporate Internal Audit evaluates the effectiveness of our risk management system, our control mechanisms, our management and monitoring processes and compliance with Group policies, thus contributing to their improvement. It does so by performing independent regular and ad hoc audits at all Group entities and at corporate headquarters on the authority of the Board of Management.