Report of the Supervisory Board

Reflecting on 2025 with Jan Nooitgedagt

A new Board of Management, a new strategy?

No, that would be too easy. As early as February 2025, it was announced that changing market dynamics, and their impact on our performance, underscored the need for an adjustment to our strategy. At the same time, this created the opportunity for the new Board of Management to define a renewed strategy during the Capital Markets Day in September 2025, together with the related medium-term financial ambitions. As Supervisory Board, we have discussed the new strategy and financial ambitions extensively in several sessions with the Board of Management, as well as the associated organisational changes. As the new strategy is already comprehensively explained throughout this annual report, I will not elaborate further on its individual elements. The Supervisory Board fully supports the new strategy, which aims to steer PostNL towards a future of sustainable growth and innovation. We are delighted with the appointments of Pim and Linde, who have already demonstrated to form a strong Board of Management, capable of successfully advancing the strategy. It is impressive to see them performing so effectively in their new roles.

Looking back on 2025, how do you feel about the year and PostNL’s performance and financial position?

As expected, the external environment remained difficult in 2025, as reflected throughout this annual report. As the Supervisory Board, we believe that the Board of Management has taken all necessary steps and demonstrated relentless commitment to adapting operations and offerings with ongoing attention for customers, while improving efficiency and capacity utilisation. Against this backdrop, we are pleased that PostNL delivered within its communicated outlook for 2025. Normalised EBIT ended up at €53 million, revenue increased by 2.2% to €3,324 million and parcel volumes showed a gradual recovery in line with e-commerce trends. Free cash flow of €(25) million remained within the communicated range.

Notwithstanding these circumstances, there were clear opportunities and many achievements to be proud of, including the continued progress made in areas such as ESG. Tangible progress was made on sustainability and people ambitions, with the share of emission-free last-mile deliveries increasing to 33%, further improvements in CO₂ efficiency across the network and a modest rise in employee engagement to 69%. PostNL successfully placed a €100 million Schuldschein, launched a new €300 million bond, and completed a tender offer for its outstanding 2026 notes. Furthermore, the company’s digital transformation continued to progress and contributed positively to results. In addition, through disciplined cash and balance sheet management, the outlook for free cash flow and normalised comprehensive income was achieved, and, thanks to the dedication and commitment of our employees, the company delivered a strong operational performance in the fourth quarter. The favourable net promoter score (NPS) results reaffirm PostNL’s strong competitive position and demonstrate our continued commitment to customers, thereby supporting our strategic direction. We remain fully focused on delivering our Breakthrough 2028 ambition, as presented at the Capital Markets Day. We aim to grow our business, create sustainable long-term value, lead through innovation, and make an impact that matters.

Given the challenging macroeconomic environment, the Supervisory Board fully supports the Board of Management in securing the company’s robust financial position, and the measures taken to mitigate the impact from cost increases. Throughout the year, we held in-depth and constructive discussions with the Board of Management, particularly in relation to business performance and financial results. The balance sheet position, and consequently the financial resilience of the company, was a recurring topic of discussion, alongside considerations regarding the company’s credit rating. As a Supervisory Board, we were particularly proud of our people and our partners, who worked tirelessly to ensure that we continued to deliver mail and parcels responsibly, every day.

What is the Supervisory Board’s view on the future of mail?

The urgent need to transform the current unsustainable business model of the Mail segment is clearly reflected in its results. Structural trends, including ongoing volume decline, the shift towards delivery within two days, and continued cost increases, persist. The future of mail services has therefore been a recurring topic of discussion at several Supervisory Board meetings. We fully support the necessary and unavoidable actions taken by the Board of Management to safeguard a future-proof and financially sustainable postal service in the Netherlands, while continuing to provide employment security for tens of thousands of people. We are pleased with the Dutch government’s announcement to extend delivery times through amendments to the USO under the Postal Decree, supported by a majority of the House of Representatives, which we regard as an important first step towards a future-proof postal service.

Could you share some insights into other topics discussed by the Supervisory Board?

Absolutely. We regularly discussed the company’s new strategy, as well as PostNL’s competitive position, market dynamics, competition and market share, in close dialogue with the Board of Management. In June, we held our annual strategic plan update with the Board of Management and the Executive Committee, including in-depth sessions on the future of Mail and the E-commerce strategy. In addition, the Supervisory Board was involved in discussions on the asset-light business models, the development of international opportunities, and the status and acceleration of the OOH strategy. In the context of our digital transformation and accelerating digitalisation across the company, we frequently discussed PostNL's IT strategy, the speed of digitalisation, the potential use and impact of AI, and cybersecurity with the Board of Management, the Executive Committee, and senior management. We also recognise the importance of compliance with the General Data Protection Regulation (GDPR) and digital ethics.

Furthermore, changes in customer and consumer needs and expectations, as well as the speed at which these changes occur, remain recurring topics in Supervisory Board discussions. Throughout 2025, the Supervisory Board was regularly informed and engaged on initiatives launched by PostNL to further enhance customer value, and received updates on the development of digital KPIs and investments in digitalisation. A key indicator for PostNL is NPS, which serves as an important measure of customer satisfaction and a core KPI for the company. The Supervisory Board was kept informed of NPS developments and measurement outcomes within PostNL and will continue to receive regular updates on future NPS results.

And how is the Supervisory Board involved in ESG developments?

ESG remains a key topic, encompassing a wide range of dimensions relating to the environment, the responsibility companies have towards their employees, their impact on society, and governance. ESG is a fundamental element of PostNL’s strategic development and will continue to be so. Since 2023, the Supervisory Board has established an ESG Committee to discuss and challenge dilemmas arising from the balance between ESG ambitions and financial feasibility.

In terms of environmental progress during 2025, PostNL continued to steadily reduce its environmental footprint, and improved the average carbon efficiency of its own fleet compared with 2024. The Supervisory Board discussed the importance of tackling climate change and the environmental goals set by the company with the Board of Management and senior management, including the underlying plans on how to reach those goals. Furthermore, with PostNL as one of the largest employers in the Netherlands, the social dimension of ESG is of particular importance to PostNL. The Supervisory Board was closely involved in developments connected to the scarcity of labour and absenteeism, the actions taken by the company and the impact these issues have on the company’s operations and finances. In June, an HR deep dive was held, focusing on programmes aimed at staffing mail deliverers and managing employability. The Supervisory Board also discussed compliance as a whole, labour conditions along our value chain, employee engagement, diversity, equity and inclusion (DEI), and PostNL's culture. On the governance side, we remained focused on being transparent, responsible and accountable. PostNL has clear code of conduct and acknowledges the importance of stakeholder dialogue.

Furthermore, through the Audit Committee, the Supervisory Board is continuously updated on the progress the company is making in relation to the reporting obligations of the EU Taxonomy and the CSRD. In addition, the Supervisory Board discussed the setting of targets for the Board of Management and senior management to promote gender diversity, as well as succession planning, through the Nomination Committee. Several members of the Supervisory Board also met with the daily management of the Central Works Council, and regular informal sessions were held between Supervisory Board members, PostNL employees and senior management to gain insights into perspectives across the organisation. The Supervisory Board members also maintained regular contact with the members of the Executive Committee. Finally, performance reviews were conducted with Pim and Linde.

How do you see the future?

2025 was a year of continuing challenging circumstances with rising costs, a tight labour market, geopolitical volatility, evolving consumer behaviour and client concentration. And a further pressure on postal services. 2026 will be about executing on our strategic actions and taking further action to safeguard a future-proof and financially viable postal service whilst awaiting the decisions from government. We are confident that the Board of Management will continue to make the right decisions and take appropriate actions to steer the company forward, supported by talented and highly motivated employees and management teams, and that PostNL is well positioned to deliver. As I will be stepping down as Chair and member of the Supervisory Board following the AGM in April 2026, Koos Timmermans will succeed me as Chair. This therefore marks my final reflection on the past year. I have taken great pleasure in fulfilling this role and am fully confident that the Supervisory Board is in safe and capable hands under Koos’s leadership.

In closing, I would like to once again thank Herna Verhagen for her dedication in her many years as CEO of PostNL, and once again thank our people for their hard work and dedication throughout 2025. I also want to thank our other stakeholders for their trust in PostNL and for their constructive feedback, which helps us to continuously improve how we deliver on our purpose and our strategy.

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