Board structure, composition and responsibilities

At the Annual General Meeting of Shareholders held on 15 April 2025, shareholders reappointed Nienke Meijer and Koos Timmermans as members of the Supervisory Board for a further term of four years. For the Annual General Meeting of Shareholders to be held in April 2026, the Supervisory Board has nominated Hannie Vlug for reappointment as a member of the Supervisory Board for a four-year term and has nominated Natasja Laheij for appointment as a member of the Supervisory Board for a four-year term. Jan Nooitgedagt will step down as Chair and member of the Supervisory Board, with Koos Timmermans proposed for appointment as the new Chair. As at year-end 2025, the Supervisory Board consisted of eight members, seven of whom (88%) qualified as independent within the meaning of the Supervisory Board’s by-laws and the Dutch Corporate Governance Code. Three members were female (37.5%).

Jan Nooitgedagt (1953, Dutch, male) – Chair

Jan Nooitgedagt was appointed member of the Supervisory Board on 17 April 2018 and Chair of the Supervisory Board on 19 June 2018. His current term expires in 2026. Jan qualifies as independent within the meaning of the by-laws of the Supervisory Board and the Dutch Corporate Governance Code. He holds one position as referred to in article 2:142a of the Dutch Civil Code*.

Marike van Lier Lels (1959, Dutch, female) – Vice chair

Marike van Lier Lels was appointed member of the Supervisory Board on 16 April 2019. Her current term expires in 2027. Marike qualifies as independent within the meaning of the by-laws of the Supervisory Board and the Dutch Corporate Governance Code. She holds one position as referred to in article 2:142a of the Dutch Civil Code*.

Jeroen Hoencamp (1966, Dutch, male)

Jeroen Hoencamp was appointed member of the Supervisory Board on 14 April 2020. His current term expires in 2028. Jeroen qualifies as independent within the meaning of the by-laws of the Supervisory Board and the Dutch Corporate Governance Code. He holds one position as referred to in article 2:142a of the Dutch Civil Code*.

Nienke Meijer (1965, Dutch, female)

Nienke Meijer was appointed member of the Supervisory Board on 20 April 2021. Her current term expires in 2029. Nienke is member of the supervisory board of Achmea, and chair of the board of Foundation De Volkskrant. Nienke qualifies as independent within the meaning of the bylaws of the Supervisory Board and the Dutch Corporate Governance Code. She holds two positions as referred to in article 2:142a of the Dutch Civil Code*.

Ad Melkert (1956, Dutch, male)

Ad Melkert was appointed member of the Supervisory Board on 14 April 2020. His current term expires in 2028. His positions include chair of the Dutch Association of Hospitals, the supervisory board of Florence and the supervisory board of De Alliantie, and Extraordinary Councillor at the Council of State. Ad qualifies as independent within the meaning of the by-laws of the Supervisory Board and the Dutch Corporate Governance Code. He holds one position as referred to in article 2:142a of the Dutch Civil Code*.

Martin Plavec (1988, Czech, male)

Martin Plavec was appointed member of the Supervisory Board on 18 April 2023. His current term expires in 2027. Martin is member of the supervisory board of Metro AG, member of the executive board of DODO Group, investment manager at VESA Equity Investment and investment associate at Czech Media Invest. Martin qualifies as non-independent within the meaning of the by-laws of the Supervisory Board and the Dutch Corporate Governance Code. He holds one position as referred to in article 2:142a of the Dutch Civil Code*.

Koos Timmermans (1960, Dutch, male)

Koos Timmermans was appointed member of the Supervisory Board on 20 April 2021. His current term expires in 2029. He is a member of the supervisory board of NN Group, FMO and KWF (Dutch Cancer Society), and chair of the supervisory board of Port of Rotterdam Authority. Koos qualifies as independent within the meaning of the by-laws of the Supervisory Board and the Dutch Corporate Governance Code. He holds five positions as referred to in article 2:142a of the Dutch Civil Code*.

Hannie Vlug (1964, Dutch, female)

Hannie Vlug was appointed member of the Supervisory Board on 19 April 2022. Her current term expires in 2026. She is chair of the Samenwerkingsorganisatie Beroepsonderwijs Bedrijfsleven and member of the supervisory board of the Groene Hart Ziekenhuis. Hannie qualifies as independent within the meaning of the by-laws of the Supervisory Board and the Dutch Corporate Governance Code. She holds one position as referred to in article 2:142a of the Dutch Civil Code*.

* In the Appendix: Glossary and definitions, this item is defined as the “number of supervisory positions”.

Competences Supervisory Board members

The following matrix provides an overview of the competences of the Supervisory Board members in line with the profile as drawn up by the Supervisory Board.

1. International and national developments in markets in which PostNL operates and the relevant products and technologies, particularly in the areas of:
1. Digital & marketing and innovation
2. IT and cyber security
3. Logistics
2. International/national developments in government policy and legislation, public affairs and tax
3. Financial administration, accounting policies and internal controls of listed multinationals
4. International and national acquisitions and joint ventures
5. ESG Developments
1. Sustainability
2. Social and political conditions in all key countries where PostNL operates, with specific knowledge of and attention to the interests of employees and HR processes
3. (Corporate) Governance
6. Capital markets & Investor relations.

* Competences Supervisory Board PostNL

** Independent within the meaning of the Dutch Corporate Governance Code 2022

Committees of the Supervisory Board

PostNL’s Supervisory Board has an Audit Committee, Nomination Committee, Remuneration Committee and ESG Committee. The committees have an advisory role based on a mandate from the Supervisory Board. Only the Supervisory Board has decision-making powers. Each committee reports its deliberations, findings and recommendations after each meeting to the full Supervisory Board. The committees operate pursuant to terms of reference set by the Supervisory Board in accordance with the law and the Code. The terms of reference are available on our website.

In the description of the committees below the composition of each committee is mentioned per the date of this report.

Audit Committee

The Audit Committee assists and advises the Supervisory Board and prepares the decision-making of the Supervisory Board on the monitoring of the integrity and quality of the financial reporting by the company and on the effectiveness of the internal risk management and control systems of the company. The Audit Committee focuses inter alia on the supervision of the Board of Management concerning (i) the integrity of the company’s financial and corporate responsibility reporting (including but not limited to the choice of accounting policies, application and assessment of the effects of new rules, information about the handling of estimated items in the financial statements and forecasts); (ii) the external auditor's qualifications and independence, remuneration and non-audit services for the company; (iii) the relationship with the external auditor and the compliance by PostNL with the recommendations from the external auditor and the internal audit function; (iv) the company’s financing; (v) the company's tax strategy; (vi) the application of information and communication technology by the company, including the risks related to cybersecurity, and; (vii) compliance with relevant legislation and codes of conduct.

The Audit Committee consists of at least three members. All members of the Audit Committee are members of the Supervisory Board. A member of the Audit Committee shall not simultaneously serve on the Audit Committee of more than two other companies unless the Supervisory Board determines that this simultaneous service would not impair the ability of such a member to serve effectively on the Audit Committee.

Each member of the Audit Committee must be financially literate and at least one member of the Audit Committee shall be a financial expert, with relevant knowledge and expertise of financial accounting and reporting for listed companies or other large companies.

At the date of this report, the Audit Committee consisted of Koos Timmermans (Chair), Jan Nooitgedagt, Marike van Lier Lels, Martin Plavec and Ad Melkert.

Nomination Committee

The Nomination Committee assists the Supervisory Board on matters relating to the appointment procedures for members of the Supervisory Board and the Board of Management and procedures to secure adequate succession of members of the Board of Management and the assessment of such candidates, and with assessing the size and composition of the Supervisory Board and the Board of Management. The Nomination Committee prepares proposals for nominations, appointments and reappointments. At least once a year, the size and composition of the Supervisory Board and the Board of Management and the functioning of the individual members are assessed by the Nomination Committee and discussed by the Supervisory Board.

The Nomination Committee consists of at least three members, including the chair (or vice chair) of the Supervisory Board. All members of the Nomination Committee are members of the Supervisory Board and are independent within the meaning of the by-laws of the Supervisory Board and the applicable corporate governance rules.

At the date of this report, the Nomination Committee consisted of Jan Nooitgedagt (Chair), Marike van Lier Lels, Jeroen Hoencamp and Koos Timmermans.

Remuneration Committee

The Remuneration Committee proposes at least once every four years a clear and understandable remuneration policy for the Board of Management and Supervisory Board to be pursued (such policies to be adopted by the General Meeting of Shareholders). It proposes the individual remuneration of the members of the Board of Management, prepared in accordance with the applicable remuneration policy, sets out proposals for common performance targets for the members of the Board of Management for the forthcoming three-year period, prepares the remuneration report, reviews the granting of company shares or options for company shares to other senior management pursuant to the Company’s share-based incentive plans, and prepares a clear and understandable proposal regarding the remuneration of the Supervisory Board in accordance with the remuneration policy.

The Remuneration Committee consists of at least three members. The Chair of the Remuneration Committee may not simultaneously serve as Chair of the Supervisory Board. All members of the Remuneration Committee are members of the Supervisory Board and qualify as independent within the meaning of the by-laws of the Supervisory Board and the applicable corporate governance rules. Members of the Supervisory Board appointed pursuant to the enhanced right of recommendation of the Central Works Council become, by operation of law, members of the Remuneration Committee. The other members of the Remuneration Committee are appointed by, and may be replaced at any time by, the Supervisory Board.

At the date of this report, the Remuneration Committee consisted of Ad Melkert (Chair), Hannie Vlug, Koos Timmermans and Nienke Meijer.

ESG Committee

The ESG Committee assists the Supervisory Board on matters where these relate to and/or concern the strategic areas of ESG and what these mean for PostNL, including but not limited to (a) the environment, including carbon impact, renewable energy and biodiversity, (b) social sustainability, including (i) human rights, (ii) fair wages and (iii) community/stakeholder engagement, (c) relationship with stakeholders in relation to ESG, (d) periodic review and evaluation of, and progress against, the long-term strategic objectives of PostNL in relation to ESG and (e) external ESG developments relevant for PostNL and its reputation. In addition, the ESG Committee shall assist the Supervisory Board with generally monitoring and advising on relevant ESG developments in order to be able to advise and challenge the Board of Management with respect to ESG on a regular basis and advise on any other action to be taken by the Supervisory Board in the context of ESG. Explicitly excluded from the tasks / responsibilities of the ESG Committee is the setting of ESG-related KPIs and connected target setting, the sustainability reporting, and all other aspects which are part of the responsibility of the Audit Committee.

The ESG Committee consists of at least three members. All members of the ESG Committee are members of the Supervisory Board.

At the date of this report, the ESG Committee consisted of Nienke Meijer (Chair), Hannie Vlug, Martin Plavec and Jeroen Hoencamp.

Information by external parties

The Supervisory Board and its committees may hire independent advisors as it deems appropriate. There is an agreed procedure for members of the Supervisory Board to obtain independent professional advice paid for by the company, if so required.