4.2 Business conduct

At PostNL, we aim to build a solid foundation for sound business conduct. Our Code of Conduct, integrity framework and procurement approach provide a clear framework for conducting business ethically and responsibly. We strive for continuous improvement and alignment with our strategic objectives, supporting a strong and transparent corporate culture, ensuring the protection of whistleblowers, managing relationships with suppliers, and preventing and detecting corruption and bribery.

4.2.1 Our actions

4.2.1.1 Corporate culture

Annual update and approval of integrity and security-related policies and procedures

In line with our aim to uphold the highest standards of integrity and security, PostNL annually reviews and updates its policies and procedures. In 2025, we introduced a revised Code of Conduct, as part of our annual review and approval cycle of integrity and security policies and procedures.

Promoting awareness of integrity-related policies and procedures

We actively promote awareness of these policies and procedures among employees, suppliers and partners annually through such measures as e-learnings and internal communications. These principles are internally accessible through various platforms such as employee contracts, integrity e-learning modules, and the company intranet. Additionally, our policies, procedures and principles are readily available to suppliers and delivery partners through contractual agreements and our website.

To ensure employees, contractors, and associated third parties understand and adhere to integrity-related policies and procedures, PostNL provides ongoing awareness training, including integrity e-learning, conducts regular risk assessments, and carries out investigations when necessary. In 2025, we complemented these ongoing activities with additional communication and training initiatives linked to the introduction of our updated Code of Conduct, ensuring that all employees are familiar with the new requirements and expected behaviours.

All employees and relevant third parties are required to complete integrity e-learning and undergo regular risk assessments. In October 2025, a new integrity e-learning programme was launched for functions identified as higher risk, including management and employees in purchasing and services (real estate and procurement), sales (anti-cartel) and security investigation roles. The e-learning is based on the Code of Conduct and places a strong emphasis on desired behaviour and appropriate actions in the event of (potential) corruption and bribery. It also covers reporting mechanisms, including our whistleblowing procedure. To fulfil professional education requirements, training is provided for chartered professionals, such as auditors, risk managers and compliance officers. Additionally, members of management and supervisory bodies receive dedicated training.

Integrity reporting

Our Integrity Committee plays a key role in reviewing reported integrity and security matters and issuing recommendations to drive improvements on a quarterly basis. Insights and outcomes are reported quarterly to the Board of Management (BoM) and Executive Committee (EC) and semi-annually to the Supervisory Board (SB), ensuring alignment at the highest levels of governance. More information on integrity reporting can be found in the paragraphs Integrity Committee and Business Conduct and integrity approach on pages - in the Corporate governance chapter.

The Code of Conduct and the due diligence for delivery partners have both been implemented, and therefore not identified as key actions anymore.

4.2.1.2 Protection of whistleblowers Whistleblowing reporting and investigation process

PostNL encourages all PostNL stakeholders to report any wrongdoing or alleged wrongdoing immediately. Our whistleblowing procedure, updated in August 2025, reinforces confidentiality, safeguards identity and reiterates our zero-tolerance approach to retaliation. The process provides a clear framework for stakeholders to report concerns and for investigations to be conducted in a structured and impartial manner. The intention remains to provide clarity for all internal and external stakeholders about approved desired and undesirable behaviour, including speak-up mechanisms.

Speak-up mechanisms encompass reporting through the designated online form, contacting the Audit & Security department via e-mail or telephone, or escalating concerns through management or line management. These speak-up mechanisms support this process, and whistleblowers are kept informed of progress at least quarterly. In line with our focus on transparency, general updates on cases are shared within three months, unless doing so would compromise the integrity of ongoing investigations. The aim is to ensure that all whistleblowing incidents are fully investigated. This is an ongoing action which is continuously evaluated and updated to reflect best practices.

Refer to the action Integrity reporting in the Corporate culture paragraph above for more information on integrity reporting. More information on the whistleblowing reporting and investigation process can be found in the paragraph Business conduct and integrity approach on pages - in the Corporate governance chapter.

4.2.1.3 Management of relationships with suppliers including payment practices

Sustainable procurement training and workshops

Employees within PostNL participate, where relevant, in training sessions and workshops, both individually and in group settings. These cover sustainability, ethical procurement, compliance with environmental laws and regulations, and the integration of sustainability criteria into supplier selection. These activities strengthen sustainable procurement expertise and support the consistent sharing of best practices across PostNL, contributing to the further professionalisation of supplier engagement.

Employees of the Procurement and Services department have completed training and workshops on sustainable procurement and receive additional training as required to remain informed of current developments. New procurement employees attend external procurement courses, in which sustainable procurement forms part of the curriculum. To ensure that specialised purchasing departments within PostNL are adequately trained in sustainable procurement and in applying the PostNL Procurement Policy, Procurement has initiated and contributes to internal workshops and knowledge sessions. These promote knowledge sharing and raise awareness of sustainable procurement. Such training activities will continue to maintain and further strengthen procurement expertise across PostNL.

Supplier ESG ratings collection

We work closely with our suppliers to continuously improve supply chain sustainability. Supplier performance is monitored through evaluations and independent sustainability assessments, including EcoVadis and the Dutch foundation MVO-Register. ESG ratings are collected on an ongoing basis, as assessments are valid for a limited period. Providing an independent ESG assessment rating has now been made mandatory in our Procurement Terms and Conditions.

Where necessary, improvement plans are developed to address identified gaps. PostNL actively encourages contracted suppliers to obtain recognised certifications, such as ISO standards, participate in sustainability initiatives including CDP and SBTi, and demonstrate positive results in independent sustainability assessments.

The objective is to progressively increase the share of suppliers within our supply chain that are certified and/or audited on sustainability. Through constructive dialogue, areas for improvement are identified and joint improvement plans are agreed, reinforcing our ambition to embed sustainability across our supply chain.

Set of Guidelines for Suppliers and Guidelines for Delivery Partners

The Set of Guidelines for Suppliers translates the PostNL Code of Conduct and the OECD Guidelines into clear expectations for suppliers. PostNL attaches great importance to responsible care for people and the environment and seeks to work collaboratively with suppliers to achieve this. Acceptance of the Set of Guidelines for Suppliers, or the Guidelines for Delivery Partners, is mandatory when entering into supplier contracts. While guidelines do not address every possible topic, they provide clear direction on key focus areas. A core principle of the OECD Guidelines relates to responsible supply chain management. We expect suppliers not only to apply robust ESG practices within their own operations, but also to take responsibility for their broader value chain by ensuring compliance further downstream.

Both sets of guidelines are reviewed regularly when necessary to reflect evolving ESG requirements and risk analysis. In 2025, we updated and refined our Set of Guidelines for Suppliers to improve clarity and usability. Refer to the action Promoting awareness of integrity-related policies and procedures in the Corporate culture section above for more information.

Implementation of due diligence delivery partners

PostNL aims to uphold good social working conditions for everyone who collaborates with us, including our business partners. We adhere to applicable laws, regulations, and our Code of Conduct. To further strengthen our approach, due diligence guidelines were implemented in 2025 for our delivery partners within the Parcels activities in the Netherlands and Belgium.

4.2.1.4 Corruption and bribery

Incident reporting and investigation process

PostNL's incident reporting process ensures that employees, contractors, agents, and associated third parties can report suspected fraud, bribery, or corruption promptly and confidentially. All suspected incidents are investigated and monitored by the Integrity Committee. In cases involving executive management or Audit & Security personnel, special procedures are followed to ensure impartiality and accountability. This is an ongoing annual action which is continuously evaluated and updated to reflect best practices.

Refer to the action Integrity reporting in the Corporate culture paragraph above for more information on integrity reporting. Refer to the action Whistleblowing reporting and investigation process in the Protection of whistleblowers paragraph above for more information on this action applicable for Corruption and bribery as well. More information on the incident reporting and investigation process can be found in the paragraphs Integrity Committee, Business conduct and integrity approach, and Prevention of fraud, bribery and corruption. on pages - in the Corporate governance chapter.

Promoting awareness of integrity-related policies and procedures

We maintain a strong focus on preventing corruption and bribery through continuous awareness-building and risk-based training. Refer to the action Promoting awareness of integrity-related policies and procedures in the Corporate culture paragraph above for more information on this action applicable for Corruption and bribery as well. We aligned our way of working with the ISO 37001 Anti-bribery Management System, and therefore we no longer identified this as a key action.

4.2.2 Our performance

Currently, no formal strategic or corporate targets have been established to manage corporate culture, protection of whistleblowers, management of relationship with suppliers, or corruption and bribery. However, in 2025 we introduced clear integrity-related ambitions to strengthen our governance framework. These include 100% participation in the Integrity e-learning for high-risk functions, which was launched in October 2025 as a follow-up to the introduction of the new Code of Conduct and for which we aim to achieve a 100% e-learning completion goal in 2026. In addition, we ensure that 100% of all whistleblowing reports are investigated. These measures underline our focus on maintaining a culture of openness, transparency and ethical conduct across the organisation.

The effectiveness of PostNL’s policies and actions to support and embed its corporate culture is monitored through regular reviews and updates of the Integrity Policy and related procedures, as well as ongoing tracking of progress in key areas, such as completion rates for mandatory integrity e-learning. This demonstrates PostNL’s continued focus on strengthening and continuously improving its integrity programme. Given the sensitive nature of whistleblower protection, setting a specific quantitative target is considered inappropriate. Effectiveness is therefore assessed through the robustness of the integrity framework and the quality of the handling and follow-up of whistleblowing reports. PostNL ensures that all whistleblowing reports are investigated.

The effectiveness of the Procurement Policy and its accompanying actions is tracked using internal departmental targets, such as increasing the share of contracted suppliers that have accepted the Set of Guidelines for Suppliers or the Guidelines for Delivery Partners, as well as the proportion that receive a satisfactory sustainability assessment or evaluation. These measures help foster stronger supplier relationships and support the sustainability of our value chain.

The effectiveness of PostNL’s policies and actions to manage corruption and bribery is tracked by the robustness of the integrity framework and the investigation of incident reports.

4.2.2.1 Management of relationships with suppliers including payment practices

Payment practices

Payment terms range from 1 to 60 days with an average of 30 days. Based on the current information capture, PostNL is unable to reliably split our suppliers into large and small and medium enterprises (SMEs). Consequently, in 2024 we decided that we will only report on the full scope of our suppliers. Our full scope of suppliers includes both large and SMEs, which provides a reliable proxy for the payment practices of the SMEs. We will explore how to reliably report on the split of these two groups in the future. The standard payment term of PostNL for SMEs is 30 days.

PostNL Payment practices as indicated

“These measures help foster stronger supplier relationships and support the sustainability of our value chain”

Across all categories, the average time taken to pay an invoice is below our standard payment term of 30 days. This is consistent with the average of prior year (2024: 29 days). In total, in 2025, 82% of invoices were allocated to the Netherlands, 8% to Belgium, and 10% to Spring GDS. In the Netherlands, the largest supplier categories were related to transport and fleet and human resources, respectively 31% and 25%. Transport and fleet invoices were settled within the standard payment term 84% of the time, while this was the case for 79% of human resources invoices. This has improved since 2024. At present, there are no material outstanding legal proceedings concerning our payment practices.

4.2.2.2 Corruption and bribery

All reported (alleged) breaches of anti-corruption and anti-bribery policies and procedures are investigated by PostNL security. All security investigators are hired in accordance with a defined job profile and are regularly trained and equipped with the required skills. In addition, internal audit explicitly addresses fraud, corruption and bribery risks during the execution of internal audits.

PostNL Confirmed incidents of corruption and bribery

as indicated

In 2025, PostNL or its employees were not convicted and were not fined for violation of anti-corruption and anti-bribery laws.