Remuneration Policy of the Board of Management

In this section of the remuneration report, we provide an overview of the remuneration policy of the Board of Management, which was adopted by the AGM on April, 16 2024, and effective as per 1 January 2024. The objective of the policy is to attract, reward and retain qualified Board of Management members to set and implement PostNL's purpose, ambition, strategy, objectives and culture. The purpose of PostNL is to deliver special moments with the ambition to be the favourite deliverer. PostNL’s strategic objective is to deliver a distinctive customer and consumer experience to be the leading e-commerce and postal service provider within, to, and from the Benelux region. This translates into strategic objections which are incorporated in the remuneration policy.

External perspective

Market perspective is one of the factors that the Supervisory Board takes into account when determining adequate remuneration levels to attract and retain qualified leaders. The Supervisory Board reviews a peer group to ensure a balanced representation of the relevant labour market. The main criteria applied to determine the peer group are Dutch listing and comparability to PostNL in terms of size (revenue, employees, market capitalisation, assets), board structure and geographical focus. PostNL will benchmark its remuneration against a reassessed peer group at least every four years. In the table below the current peer group is included.

PostNL Peer group

Current peer group
Aalberts	Arcadis	Bam groep	Basic Fit
Brunel	For Farmers	Fugro	Heijmans
KPN	Signify	Sligro Food Group	TKH Group
TomTom	Vopak

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Internal perspective

The remuneration for PostNL’s Executive Committee, other senior management and employees who fall under a collective labour agreement (CLA), is intended to be aligned with the principles underlying the policy for the Board of Management. This is to establish internal consistency within salary structure, design of incentive plans and guidelines for salary increases. In this regard, the Supervisory Board monitors the development of pay ratios.

Summary of the remuneration policy 2024

The remuneration of the Board of Management consists of the following elements: base salary, variable income (STI and LTI) and pensions and benefits.

Fixed Remuneration (Base salary)
Link to strategy	2024 policy
Provides a fixed level of earnings to attract and retain Board of Management members to execute PostNL’s strategy.	Set in line with the opportunity and takes multiple factors into consideration (e.g., environment / societal context of PostNL, nature and responsibility of the role, individual / business performance, pay conditions within PostNL, market positioning). Possible regular annual salary increase is capped at the salary increase of the broader workforce, as agreed upon in the CLA. Base salary levels are set at around the median level of the peer group.

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STI (Cash Bonus)
Link to strategy	2024 policy
Rewards the delivery of short-term performance and takes into account the interests of multiple stakeholders.	The Performance period is one year. The STI is paid on an annual basis in cash. The Supervisory Board selects on an annual basis the most relevant financial and non-financial performance measures which will be disclosed in the remuneration report at the beginning of the performance period. Financial performance measures count for 60% of the performance measures and may consist of measures that are: profit related, cash related and revenue related and/or market/volume related. Non-Financial performance measures count for 40% of the performance measures and may consist of measures that are: sustainability related, people-related, customer related and strategy related. At the end of the performance period, the Supervisory Board reviews the performance and assesses to what extent each of the target have been achieved to determine pay-out levels. STI levels are set with a reference to the 25^th percentile of the peer group. As per date of introduction of the policy, the start scenario applies. The Supervisory Board may decide to (gradually) increase STI levels towards policy maximum.
	Performance	Pay-out (policy start)	Pay-out (policy maximum)
	Below threshold	0%	0%
	At threshold	18.75%	20%
	At target	37.50%	40%
	At stretch	Not applicable	60%

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LTI (Shared Based)
Link to strategy	2024 policy
Rewards long-term sustainable value creation to PostNL’s strategy, stakeholder landscape, and reinforces alignment with shareholder interests by granting shares.	The performance period is three years. Ordinary PostNL shares will be conditionally granted on an annual basis and at the beginning of the performance period. Financial performance measures count for 66.66% of the performance measures. Non-Financial performance measures count for 33.33% of the performance measures. The Supervisory Board selects per annual award the most relevant non-financial performance measure(s) which are ESG-related. The performance measures will be disclosed, including rationale in the remuneration report at the beginning of the performance period. Upon vesting, performance shares and their conditional dividend equivalent are subject to a holding period of two years. Therefore, the performance shares are blocked for a total period of 5 years. At the end of the performance period, the Supervisory Board reviews the performance and assesses to what extent each of the targets have been achieved to determine vesting levels. LTI levels are set with a reference to the 25^th percentile of the peer group. As per date of introduction of the policy, the start scenario applies. The Supervisory Board may decide to (gradually) increase LTI levels towards policy maximum.
	Performance	Vesting (policy start)	Vesting (policy maximum)
	Below threshold	0%	0%
	At threshold	18.75%	25%
	At target	37.50%	50%
	At stretch	Not applicable	75%

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Benefits
Link to strategy	2024 policy
Remain competitive with the market.	Board of Management members are entitled to benefits such as pension benefits, risk insurances, company car (allowances), tax and social security, a fixed expense allowance and possible service costs. Pension and benefits are in line with Dutch market practice and are aligned with the elements applicable to the wider workforce.

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For more details regarding the 2024 remuneration policy of the Board of Management as well as the adjustments in the policy compared to the previous policy, we refer to our website.

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