Statements of the Board of Management

Dutch Corporate Governance Code

PostNL applies the principles and best practices of the Dutch Corporate Governance Code (the Code), as referred to in article 391, paragraph 5, book 2 of the Dutch Civil Code (DCC). Future developments might justify deviations from the Code at the moment of occurrence. In such case, we will explain such deviations in the Annual Report. Each substantial change in the corporate governance structure of the company and in the compliance of the company with the Code shall be discussed with the General Meeting of Shareholders. The full text of the Code can be found on our website.

Tax Governance Code

PostNL voluntarily applies the principles of the Dutch tax governance code developed under the umbrella of VNO-NCW. More information can be found in chapter Our tax strategy and policy provisions.

Risk management statement under the Code

The Board of Management is responsible for establishing and maintaining adequate internal risk management and control systems. During the financial year, the Board has assessed the design and effectiveness of these systems, and the results have been discussed with the Audit Committee, the Supervisory Board, and the external auditor.

The Board of Management recognises the inherent limitations of internal risk management and control systems. Whilst PostNL continuously works towards improving its processes and procedures, these systems cannot provide absolute certainty that all risks have been identified or are effectively managed. The level of certainty that they provide is influenced by, among other things, inherent limitations to risk management, business considerations such as the company’s risk appetite, the complexity of the company’s operations, and the dynamic nature of the business environment. Certain risks remain outside the company’s direct control, as they depend on third parties or external circumstances beyond the company’s influence.

The principal risks the company faces, the company’s risk management framework and the company’s risk appetite are described in chapter 7 Risk management of this Board report.

Statement by the Board of Management

Based on its assessment and with reference to Best Practice Provision 1.4.3 of the 2025 Dutch Corporate Governance Code, the Board of Management of PostNL N.V. confirms to the best of its knowledge:

  1. that the report provides sufficient insights into failings in the effectiveness of the internal risk management and control systems;
  2. that these systems provide reasonable assurance that the financial reporting does not contain material inaccuracies;
  3. that these systems provide limited assurance that the sustainability reporting in the sustainability statements does not contain material inaccuracies;
  4. that the Board of Management at balance sheet date is not aware that the internal risk management and control systems do not provide sufficient comfort that the operational and compliance risks identified in section 10 of this report are effectively managed considering the company’s risk appetite, where “sufficient comfort” is to be read as: comfort considering our risk appetite, the complexity of our enterprise, inherent limitations to these systems and other disclosures on these systems in our Board report;
  5. that, based on the current state of affairs, it is justified that the financial reporting is prepared on a going concern basis; and
  6. that the Board report states the material risks, as referred to in Best Practice Provision 1.2.1, and the uncertainties, to the extent that they are relevant to the expectation of the company’s continuity for a period of twelve months after the preparation of the report.

Due to inherent limitations to risk management and control systems, the above does not imply that these systems and procedures provide certainty as to the realisation of strategic, operations, compliance and reporting objectives, nor that they can prevent all misstatements, inaccuracies, fraud, operational issues, and non-compliance with laws and regulations.

Responsibility statement under the Dutch Financial Markets Supervision Act

With reference to section 5:25c paragraph 2 under c of the Dutch Financial Markets Supervision Act, the Board of Management confirms to the best of its knowledge that:

  • The annual financial statements for the year ended 31 December 2025 give a true and fair view of the assets, liabilities, financial position, and profit or loss of PostNL and its consolidated companies.
  • The Report of the Board of Management gives a true and fair view of the situation on the balance sheet date and of developments during the financial year of PostNL and its consolidated companies, together with a description of the main risks facing PostNL.

The members of the Supervisory Board and the Board of Management have signed the financial statements pursuant to their statutory obligation under article 2:101(2) of the DCC.

The Hague, the Netherlands, 23 February 2026

The Board of Management

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