Evaluation of the Supervisory Board

The Supervisory Board is responsible for the quality of its own performance. As such, the Supervisory Board evaluates and discusses its functioning and that of its committees and members annually, and at least every four years with the help of an external evaluator. For 2024, the Supervisory Board performed a self-evaluation. The evaluation process consisted of an open and constructive reflection-session during a dinner based on questions asked beforehand by the chair and vice-chair of the Supervisory Board, and a further discussion of the outcome of the session in a meeting of the Supervisory Board only. The questions asked were on the role of the members of the Supervisory Board, the composition of the Supervisory Board as a whole and a reflection on 2024 and expectations for 2025. The sessions were held with the Supervisory Board members only with the company secretary present.

In general the Supervisory Board concluded that the composition of the Supervisory Board, but also the committees of the Supervisory Board, is balanced, professional and complementary, making the way of working, its judgement and decision making powers adequate. The feedback from the committees of the Supervisory Board to the Supervisory Board as a whole is considered thorough and good. Discussions are conducted in a way that ensures open communication and feedback, meaningful participation allowing for civil disagreement and critical thinking. Not only within the Supervisory Board itself, but also in the discussions with the Board of Management.

The Supervisory Board feels the relationship between the Board of Management and Supervisory Board is healthy, open and with mutual trust. An important attention point for 2025 is to maintain this with the change in the Board of Management in 2025. And to strike the balance between challenging and supporting the Board of Management, taking into account the current times where the company is sensitive to fluctuations and copes with difficult market circumstances.

The Supervisory Board is positive about the professionalism and quality of the management reports and the information provided by - and transparency of - the Board of Management which are engaging in the advice provided by the Supervisory Board. It values the deep-dives held in various subjects as these allow for further discussion and understanding on certain topics, not only with the Board of Management but also with the members of the Executive Committee and senior management of PostNL. At the same time attention should be paid to having the right discussions in the Supervisory Board in relation to the amount of information provided.

Points for further development to allow for even more constructive discussions between the Supervisory Board and Board of Management were noted. For instance to what extent there is potentially more room for the Supervisory Board to gain even further (outside in) perspective on certain topics. Furthermore the predictability towards the market is reflected on and the role the Supervisory Board can play in this regard, which is considered an important subject for 2025. At the same time it is noted that on most drivers the predictions in 2024 were met, and that the uncertainty that surrounds market developments makes it difficult to determine certain short-term developments in the e-commerce market, where volume projections are becoming increasingly volatile, both for our customers and for us. The envisaged Capital Markets Day in this regard is an important marker for the company.

The Supervisory Board established that it takes due consideration of the interests of all stakeholders of the company. Building on earlier evaluations, the Supervisory Board has taken its time for discussion with the Supervisory Board only by making this a recurring item on the agenda prior to and at the end of each meeting. The Supervisory Board members themselves are comfortable in exercising their role, and feel that everything can be said. All members feel and have demonstrated that they have enough time to fulfil their duties as members of the Supervisory Board in an adequate manner.

The outcome of the evaluation will be followed up in 2025.