Report of the Supervisory Board

Dear Shareholders,

The 2025 fiscal year was one of change and challenging economic parameters. Against this backdrop, it was even more important than ever for the Board of Management and Supervisory Board to perform their duties responsibly. The Supervisory Board closely followed the company’s strategic development, discussed key decisions in detail and exercised continuous oversight of the company’s management. The atmosphere of trust between the boards, the combined experience and expertise, and a forward-looking succession planning based on the skills profiles formed a sound basis for governing the company. The consistent focus on the principles of good corporate governance ensures the successful work of the Board of Management and the Supervisory Board and was also reflected in the updated rules of procedure for both bodies.

The content and progress of Strategy 2030 and the modernization of the corporate structure, including the spin-off of the Post & Parcel Germany division, were discussed regularly from an early stage and approved in joint meetings, as were all other key decisions for the company. The Board of Management kept the Supervisory Board informed of developments, thereby enabling the Supervisory Board members to appropriately monitor the company’s management and provide advice on strategically important issues.

Attendance at plenary and committee meetings

Five of the seven plenary meetings and 19 of the 25 committee meetings in the 2025 fiscal year took place in person, with individual members joining virtually on some occasions. The overall attendance rate was 97.26%.

Two extraordinary plenary meetings, two extraordinary meetings of the Strategy, Technology and Sustainability Committee, one extraordinary meeting of the Executive Committee and the meetings of the Finance and Audit Committee to discuss the financial figures ahead of the quarterly reporting took place as videoconferences. Almost all plenary and committee meetings saw full attendance by the Supervisory Board members. In exceptional cases where individual members were unable to participate, they submitted their votes in writing in advance of the meeting. Due to already planned official commitments, State Secretary Rolf Bösinger was unable to participate in a small number of meetings that followed shortly after his appointment to the Supervisory Board by the court. Attendance by Supervisory Board members at plenary and committee meetings during the 2025 fiscal year is shown individually in the table. The Supervisory Board met regularly without the Board of Management members, for example on matters regarding the Board of Management and to review the efficiency of the Supervisory Board’s work. The Finance and Audit Committee held discussions with the auditors, Deloitte, on individual matters related to the auditors’ work without the Board of Management being present. The Supervisory Board members regularly hold discussions without the Board of Management on aspects of their work in the plenary meetings and committees. These are known as executive sessions.

The members of the Board of Management participated in all plenary meetings and reported on the business performance and risks in the divisions for which they are responsible. The CEO and the members of the Board of Management responsible for the respective committee topic attended the committee meetings and subsequently reported to the full Board of Management as appropriate. Executives from the tier immediately below the Board of Management, and occasionally from the second tier below the Board of Management, were invited to attend for individual agenda items.

Discussions with investors

Directly following my election as Chair of the Supervisory Board in May 2025, and again in October, I held talks with a number of national and international investors and proxies on issues relating to the Supervisory Board’s area of responsibility. The matters discussed included succession planning for the Board of Management, the composition of the Supervisory Board, the structure and amount of Supervisory Board remuneration due to be presented to the upcoming Annual General Meeting for resolution, and the Supervisory Board’s accompanying role in the Group strategy. The Board of Management’s intention to convene the 2026 Annual General Meeting once again as an in-person meeting was welcomed by the investors.

Key topics addressed in plenary meetings

At all meetings, we discussed the reports from the Board of Management members on the situation of the company and Group as well as the development of the business. One focus was on the impacts of global trade conflicts and necessary adjustments to business performance in the divisions. The committee chairs reported to the plenary meetings from the committees.

In March, at the recommendation of the Finance and Audit Committee, we approved the financial statements of the company and Group, which had been given an unqualified opinion by the audit firm Deloitte GmbH. We concurred with the Board of Management’s proposed resolution to distribute 64% of net profit to shareholders. Other topics of the meeting were the approval of the Supervisory Board’s report to the Annual General Meeting and the proposed resolutions on the agenda items for the 2025 Annual General Meeting. The annual bonus of the Board of Management members was determined based on the respective degree of target achievement and corresponding recommendations of the Executive Committee. We also approved the remuneration report for 2024. In addition, we approved the acquisition of the CRYOPDP Group, a courier service provider in specialty pharma logistics, and discussed the expansion of the share buyback program by €2 billion to a total of €6 billion by no later than 2026.

In a constitutive meeting that took place in May, following the departure of Nikolaus von Bomhard from the Supervisory Board at the close of the 2025 Annual General Meeting, elections were held for the new Supervisory Board chair and to the chairs of the Executive, Nomination and Mediation Committees, as well as for the deputy chair of the Personnel Committee and for the membership of the Strategy, Technology and Sustainability Committee. Heinrich Hiesinger took over as Chair of the Strategy, Technology and Sustainability Committee. Following their re-election by the Annual General Meeting, Lawrence Rosen and Ingrid Deltenre were confirmed as members of the Finance and Audit Committee and of the Executive Committee and Personnel Committee, respectively. Detailed information on the composition of the committees can be found in the Corporate Governance Statement. In an extraordinary meeting held in mid-May, we agreed the merger of DHL eCommerce UK with the British parcel delivery company Evri.

In our June meeting, we discussed the performance of the divisions in the first half of the year in depth and prepared for the closed meeting in September. Following the meeting, we held an executive session without the Board of Management, in which we discussed our work together in the plenary meetings and committees. As part of our first Directors’ Day of the year, we explored the current view of capital markets and DHL Group with a representative from an investment bank.

In mid-July, we appointed Hendrik Venter, previously responsible for DHL Supply Chain in continental Europe, the Middle East and Africa, as the Board of Management member responsible for the Supply Chain division until August 15, 2028. We appointed Oscar de Bok as the Board of Management member responsible for the Global Forwarding, Freight division until August 15, 2030. Oscar de Bok succeeds Tim Scharwath, who left the Board of Management in August. Following his appointment by the court as a Supervisory Board member in July 2025 as a result of Luise Hölscher’s departure, Rolf Bösinger was elected as a member of the Executive Committee, Nomination Committee, and Finance and Audit Committee.

The Supervisory Board meeting in September took place as a closed meeting, in which we dealt in detail with the succession planning process for management. The CEO Tobias Meyer informed us that the company’s established internal process for Board of Management succession planning and appointments to key positions in the company is a contributor to DHL Group’s success. We also discussed business performance and Board of Management topics, particularly Board of Management remuneration targets. Without the members of the Board of Management present, we discussed the efficiency and effectiveness of our work in the plenary meetings and committees. This followed a survey by an external service provider, which used a questionnaire to record and analyze Supervisory Board members’ opinions on the working relationships between the executive bodies and within the Supervisory Board, the work of the committees, the involvement of the Supervisory Board in developing the company’s strategy, and the skills profile of the Supervisory Board. The analysis confirmed our view that the Supervisory Board performs its monitoring and advisory duties effectively and efficiently. We identified and implemented individual measures to further improve our collaboration.

In December, we renewed the term and contract of John Pearson, Board of Management member for the Express division, until December 31, 2029. We also discussed and approved the Group’s business plan for the 2026 fiscal year, set the targets for the Board of Management members’ annual bonus and long-term remuneration, and endorsed a moderate increase in Supervisory Board members’ base remuneration from €100,000 to €115,000 with corresponding increases for the chair and committee members based on the multiplier mechanism. As part of the amendment to the Supervisory Board’s Rules of Procedure, Technology was added as an additional topic to the name of the Strategy and Sustainability Committee, reflecting this committee’s increasing discussion of technology-related topics such as IT, AI, automation and robotics as a result of their strategic importance. Finally, we resolved again to comply, without limitation, with the suggestions and recommendations of the German Corporate Governance Code. Our second Directors’ Day of 2025 took place following the meeting. Employees discussed the use of AI in the company and presented example applications.

Material topics of the committee meetings

The six committees of the Supervisory Board prepare the plenary decisions and meet in advance of the plenary meetings. With the exception of the Nomination Committee, which consists of the three shareholder representatives of the Executive Committee, the committees comprise equal numbers of shareholder and employee representatives. The Supervisory Board elects the committees from among its members. The committees have the final decision on some matters, including Executive Committee approval for secondary activities of Board of Management members or Finance and Audit Committee approval of real estate transactions and of nonaudit services provided by the auditors. The committee chairs provide the members of the Supervisory Board with comprehensive information in the plenary meetings on the work of the committees and are available along with the other committee members for questions and further discussion. The Annual Corporate Governance Statement provides information on the tasks of the committees and their members.

The Executive Committee met five times in the reporting period and dealt primarily with Board of Management matters. We discussed the renewal of John Pearson’s term and contract and Hendrik Venter’s appointment as the successor to Oscar de Bok, with Oscar de Bok taking over the Global Forwarding, Freight division from Tim Scharwath. We also looked at the achievement of the targets set for the Board of Management remuneration and the setting of the targets for the 2026 fiscal year as well as discussing the remuneration report. Other topics of the meetings comprised Supervisory Board remuneration, for which we are proposing an increase that we are due to present to the Annual General Meeting, and the updating of the qualification matrix, for which we have amended the relevant skills and which now also includes the relevant information regarding the employee representatives on the Supervisory Board.

The Finance and Audit Committee met seven times. It determined the areas of emphasis for the audit of the annual and consolidated financial statements and of the half-year financial report and authorized its chair, Hans-Ulrich Engel, to engage the auditors accordingly. The strategy, planning, results and quality of the audit were discussed at several meetings. The committee also discussed the half-year financial report following the review by the auditors and the quarterly financial statements with CEO Tobias Meyer and CFO Melanie Kreis prior to publication, in the presence of the auditors. The committee and the auditing firm continuously monitored the independence of the auditors and had the auditors’ nonaudit services submitted for approval. As the committee chair, Hans-Ulrich Engel was also in regular dialog with the auditors regarding the progress of the audits and reported on this to the committee. Other topics covered at the Finance and Audit Committee meetings were the accounting process, risk management and the findings of internal audits. The responsible heads of department also reported to the committee in this regard. The committee obtained detailed reports from the Chief Compliance Officer on meaningful aspects of compliance and on updates to the compliance organization and compliance management. The effectiveness of the internal control and risk management system was also presented and discussed in the presence of the respective departmental head. The Chief Information Security Officer gave the committee an overview of the Group’s IT security. The auditors were engaged to audit the Group Sustainability Statement. The expansion of the share buyback program to a total of €6 billion was also a subject of discussion for the committee, as were potential risks from current lawsuits. In addition to this, the committee was informed about the introduction and impact of the new IFRS 18 accounting standard and the status of the modernization of the Group structure.

The Strategy, Technology and Sustainability Committee met eight times, primarily discussing the progress made in implementing Strategy 2025 and Strategy 2030. It also regularly looked at growth initiatives, measures to achieve ESG targets and the impacts of global trade restrictions and regulatory measures on the operational business and its direction. In addition, the committee received a detailed overview of the focus areas for the digitalization strategy. These include cybersecurity, the IT architectures and IT roadmaps of the divisions, digital interaction with customers, process automation, AI, physical automation and robotics. The committee recommended that the Supervisory Board approve the acquisition of CRYOPDP and the merger of DHL eCommerce UK with Evri.

The Nomination Committee met once during the reporting year. In preparation for the 2026 Annual General Meeting, it suggested in December 2025 that the Supervisory Board nominate Rolf Bösinger and Stefan B. Wintels for election and reelection to the Supervisory Board. Both candidates are already Supervisory Board members. Further information on the candidates will be published in the notice convening the Annual General Meeting and can already be found in their curriculum vitae, which are available on the company’s website.

The Mediation Committee did not meet in the year under review.

The Personnel Committee met four times and discussed, among other things, talent acquisition including ways to reach the target group through social media, the onboarding of new employees, aspects of employee retention, occupational health and safety and accident prevention methods, and the development of social responsibility reporting. The committee also looked at the modernization of the corporate structure, the introduction of a Group-wide employee share ownership plan (“myShares”), the promotion of women in leadership positions, the results of the employee survey, the Group-wide HR development strategy and the digitalization and simplification of HR processes.

Support of the members of the Supervisory Board

Supervisory Board members are personally responsible for ensuring they receive the training and professional development measures necessary for their duties. However, they receive appropriate support in this regard from the company. New members are provided with a diverse, customized range of offers that enable quick and specific onboarding. In addition to the opportunity for thorough discussions with the chair, other members of the Supervisory Board and members of the Board of Management, they are given access to the digital data room specifically designed for the Supervisory Board, which also contains the minutes from prior Supervisory Board meetings. The costs for attending selected external training events as well as those for subscribing to industry publications are also reimbursed. Along with visits to important operating sites of the Group in Germany and other countries, the members of the Board of Management also offer tours of individual operating units, enabling the Supervisory Board members to sharpen their understanding of operational processes through insights into the conditions at the sites. Another element of professional development is the Directors’ Day, which takes place twice per year. This gives the members of the Supervisory Board the opportunity to deepen their understanding of current topics and developments that are relevant to the company. It involves presentations by internal and external speakers exploring different aspects of corporate governance and development. On the agenda in June was an external presentation regarding the current view of capital markets and DHL Group. In December, two internal data and AI scientists presented an overview on the topic “Focus on AI: Technology, market development and example applications in the Group.” The Supervisory Board members were also informed in the committee and plenary meetings about relevant new regulatory requirements and the impact on business activities.

Changes to the Board of Management

Tim Scharwath, member of the Board of Management for Global Forwarding, Freight since 2017, left the Board of Management at the close of August 15, 2025. We transferred Board responsibility for this division to Oscar de Bok and renewed his term until 2030. Oscar de Bok has been a member of the Board of Management since 2019 and was previously responsible for the Supply Chain division. Responsibility for Supply Chain now lies with Hendrik Venter, whom we have appointed as a Board of Management member until August 15, 2028. He already has more than 15 years’ experience in senior management positions in this division, most recently since October 2019 as CEO of DHL Supply Chain in continental Europe, the Middle East and Africa. In this role, he was responsible for business in 25 countries and markets. We renewed the term and contract of John Pearson as the Board of Management member responsible for the Express division until December 31, 2029.

Changes to the Supervisory Board

On the shareholder side, Nikolaus von Bomhard decided for personal reasons, after serving for many years on the company’s Supervisory Board, not to stand for a third term. He was a member for almost nine years, including a long period as the chair. The Annual General Meeting elected Georg A. Pölzl, Managing Director and Partner, Pölzl & Pölzl Management GmbH and former CEO of Österreichische Post AG, as a Supervisory Board member for a four-year term. Ingrid Deltenre was reelected to the Supervisory Board for three years and Lawrence Rosen for four years. Having moved on from her role as State Secretary in the German Federal Ministry of Finance, Luise Hölscher stepped down from the Supervisory Board at the close of June 25, 2025. Rolf Bösinger, State Secretary in the German Federal Ministry of Finance, was appointed by the court as a member of the Supervisory Board in July 2025 and subsequently elected by the Supervisory Board members to the Executive Committee, Nomination Committee, and Finance and Audit Committee.

Following the Annual General Meeting on May 2, 2025, I was elected as Chair of the Supervisory Board and as a member of various committees. Heinrich Hiesinger was elected as Chair of the Strategy, Technology and Sustainability Committee. Ingrid Deltenre was elected as a member of the Executive Committee and Personnel Committee, and Lawrence Rosen was reelected as a member of the Finance and Audit Committee. The terms of office of Rolf Bösinger and Stefan B. Wintels will expire at the end of the 2026 Annual General Meeting. At its meeting today, the Supervisory Board resolved to nominate Rolf Bösinger and Stefan B. Wintels for election and reelection to the Supervisory Board, each with a four-year term of office. The main skills of the members of the Supervisory Board can also be found in the qualification matrix in the Annual Corporate Governance Statement.

On the employee side, Mario Jacubasch left the Supervisory Board at the end of December 17, 2025, and Thomas Held at the end of January 31, 2026. Dirk Schneider was appointed by the court as a member of the Supervisory Board in January 2026 and Antje Schindzielorz in February 2026. An overview of current Supervisory Board members is provided in Boards and committees.

We would like to thank Luise Hölscher, Mario Jacubasch and Thomas Held for their great commitment and valuable contributions to the work of the Supervisory Board in recent years. My particular thanks – on behalf of the whole Supervisory Board – go to Nikolaus von Bomhard for his exceptional work as Chair of the Supervisory Board. He headed the Board for many years with great experience and foresight, providing important input for the successful development of our company.

Managing conflicts of interest

Supervisory Board members neither hold positions on the governing bodies of, nor provide consultancy services to, the Group’s main competitors, nor do they maintain personal relationships with them. No conflicts of interest were reported to the Supervisory Board in the year under review.

Company in compliance with all recommendations of the German Corporate Governance Code

Good corporate governance and managing the company responsibly are of great importance to our company. In December 2025, the members of the Board of Management and the Supervisory Board once again issued a statement declaring that, since the issue of the declaration of conformity in December 2024, all suggestions and 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, had been complied with, and that all suggestions and recommendations are to be complied with going forward. The current statement and the statements from past years can be accessed on the company’s website. Further information regarding corporate governance within the company can be found in the Annual Corporate Governance Statement.

Our corporate governance was externally evaluated in the 2025 fiscal year. Among the 40 DAX-listed companies, we were ranked in second place by Union Investment and in third place by the Society of Investment Professionals in Germany (DVFA).

2025 annual and consolidated financial statements examined

The auditors elected by the Annual General Meeting for the third year in succession, Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Munich, issued unqualified audit opinions for the annual and consolidated financial statements, including the management report for the company and the Group, on February 17, 2026. The audit opinion for the company’s annual financial statements was signed by Prof. Dr. Frank Beine and Sebastian Paus, and the audit opinion for the consolidated financial statements by Prof. Dr. Frank Beine and Dr. Hendrik Nardmann. Prof. Dr. Frank Beine has been the responsible auditor for the annual and consolidated financial statements since 2023. Deloitte additionally audited the Group Sustainability Statement for the 2025 fiscal year, generally to obtain limited assurance but additionally to obtain reasonable assurance for certain indicators. No objections were raised in this respect either. Deloitte also conducted the voluntary review of the half-yearly financial report, which raised no objections. The joint remuneration report for the Board of Management and the Supervisory Board for the 2025 fiscal year was subjected to a formal audit and given a corresponding audit opinion in accordance with Section 162 (3) of the Aktiengesetz (AktG – German Stock Corporation Act).

After prior examination by the Finance and Audit Committee, the Supervisory Board in its meeting today went through the annual and consolidated financial statements, the Board of Management’s proposal on the appropriation of the net retained profit and the combined management report including the Group Sustainability Statement for the 2025 fiscal year, and discussed them in depth with the Board of Management. The auditor reported on the results of the audit in the Finance and Audit Committee and in the plenary meeting and was available to answer questions. The Supervisory Board concurred with the results of the audit and approved the annual and consolidated financial statements for the 2025 fiscal year, as recommended by the Finance and Audit Committee. No objections were raised on the basis of the final outcome of the examination by the Finance and Audit Committee and the Supervisory Board of the annual and consolidated financial statements, the combined management report including the Group Sustainability Statement, and the proposal for the appropriation of the net retained profit. The Supervisory Board endorsed the Board of Management’s proposal for the appropriation of net retained profit and the payment of a dividend of €1.90 per share.

On behalf of all members of the Supervisory Board, I would like to thank the Board of Management members and all employees for their great dedication, professionalism and hard work in the past fiscal year and for their contribution to the company’s sustainable and successful development.

Bonn, March 4, 2026
The Supervisory Board

Dr. Katrin Suder
Chair of the Supervisory Board