Remuneration Policy of the Board of Management

This section of the Remuneration report provides an overview of the Board of Management Remuneration Policy, which was adopted by the AGM on 16 April 2024 and became effective as of 1 January 2024. The objective of the Remuneration Policy is to attract, reward, and retain qualified members of the Board of Management to set and implement PostNL’s purpose, ambition, strategy, objectives, and culture.

PostNL’s purpose, ambition, and strategy are translated into the objectives and guiding principles of the Board of Management Remuneration Policy (the Policy) and its application across the various remuneration components. This ensures that remuneration practices are aligned with the interests of all stakeholders, balance financial and non-financial performance, and reflect PostNL’s strategic objectives in the performance measures of variable remuneration.

• Alignment: the Policy is aligned with the interests of multiple stakeholders and supports both short- and long-term objectives, while taking into account the broader societal context
• Transparent: the Policy and its execution are clear and practical
• Compliant: PostNL applies the highest standards of good corporate governance and complies with laws and regulations
• Simple: the Policy and its execution are straightforward and easy to understand for all stakeholders
• Sustainable: the Policy is aligned with PostNL’s sustainability goals and fosters corporate responsibility.

External perspective

Market perspective is one of the factors considered by the Supervisory Board when determining adequate remuneration levels to attract and retain qualified leaders. To this end, the Supervisory Board reviews a peer group to ensure a balanced representation of the relevant labour market. The main criteria used to define the peer group are a Dutch stock exchange listing and comparability to PostNL in terms of size (including revenue, employees, market capitalisation and assets), board structure and geographical focus. PostNL benchmarks its remuneration against a reassessed peer group at least once every four years. The current peer group is presented in the table below.

PostNL Peer group

“The objective of the Remuneration Policy is to attract, reward and retain qualified Board of Management members to set and implement PostNL's purpose, ambition, strategy, objectives and culture”

Internal perspective

The remuneration of PostNL’s Executive Committee, other senior management, and employees covered by a collective labour agreement (CLA) is intended to align with the principles underlying the Board of Management Remuneration Policy. This alignment supports internal consistency in salary structures, the design of incentive plans, and guidelines for salary increases. In this context, the Supervisory Board monitors the development of pay ratios.

Summary of the Remuneration Policy 2024

The Remuneration Policy of the Board of Management was adopted by the AGM on 16 April 2024 and became effective as of 1 January 2024. The remuneration of the Board of Management consists of the following elements: base salary, variable income (STI and LTI) and pensions and benefits. We have further explained these elements in the table below.

The table below presents an overview of the short-term incentive (STI) payout and the long-term incentive (LTI) vesting of conditionally awarded shares, both expressed as a percentage of annual base salary. As 2024 was the year of introduction of the Policy, the start scenario applied. The Supervisory Board may decide to gradually increase STI and LTI levels towards the policy maximum. Reference is made to our website, regarding the 2024 Remuneration Policy of the Board of Management.

2025 Board of Management actual remuneration

The following section provides insight into how our Remuneration Policy was implemented in 2025 for the Board of Management. The presented figures are at market value, unless stated otherwise. For IFRS-based figures on the remuneration, see note '5.1 Remuneration of Supervisory Board, Board of Management and senior management' to the Consolidated financial statements for more information.

Implementation of the remuneration policies

In 2025, we ensured that all decisions regarding the remuneration of the Board of Management were aligned with the Remuneration Policy approved by the AGM in 2024 and with the applicable decision-making processes. No deviations from the Policy occurred. All remuneration is paid directly to the members of the Board of Management by PostNL N.V. As such, no remuneration has been granted and/or allocated by subsidiaries or other companies whose financials are consolidated by PostNL N.V.

Furthermore, PostNL did not grant any severance payments to the Board of Management. No loans, advance payments or guarantees were granted to members of the Board of Management in 2025 either. Lastly, the Supervisory Board did not claw back any variable remuneration from the Board of Management.

Scenario analysis

In conformity with the Corporate Governance Code (hereafter: the Code), scenario analyses have been performed regarding the possible results of the variable remuneration elements and the impact thereof on the remuneration of the Board of Management members. Based on these analyses, the Supervisory Board deems the remuneration levels to be appropriate in view of the performance. Hence, no further measures are required in this regard. The analyses, amongst others, include a minimum performance scenario (0%), a maximum performance scenario (100%) and share price variations.

PostNL Remuneration Board of Management in €

External perspective

In line with the Remuneration Policy, the remuneration of the BoM is benchmarked against a reassessed peer group at least every four years. Interim adjustments in the composition of the peer group are permitted, but have not taken place so far.

Internal perspective

In 2025, we continued to monitor the development of the internal pay ratios which show a relatively consistent development over the years. In conformity with the Code, the ratio is calculated between the annual total remuneration for the CEO and the average annual total remuneration of an employee, which for 2025 was 22.2. The ratio between the annual total remuneration of the CFO and the average annual total remuneration of an employee was 16.7 for 2025. In the 'Performance/ remuneration/internal pay ratio' table, more detailed information is provided on the calculation method and the development of the BoM remuneration versus the wider workforce.

Base salary

The base salaries for the members of the BoM were indexed in 2025 (3.5%) in line with the 2024 CLA increases of the wider workforce as further laid-down in the Remuneration Policy. The total remuneration of the BoM in 2025 (and 2024) is outlined in the table on the previous page. In view of the appointment of the new BoM as per 15 April 2025, an extended remuneration table is included in this year’s report.

Short-term incentive (STI) 2025

The STI, which rewards the achievement of short-term performance while considering the interests of multiple stakeholders, is based on annual financial and non-financial performance measures for which targets are set over a one-year performance period. As vesting schemes apply, performance below target may still result in a partial STI payout. No payout is made if performance falls below the threshold level for the relevant performance measure. The STI payout is based on actual performance, as assessed by the Remuneration Committee, and is summarised in the table below. The 2025 STI realisation amounts to 37.17% out of a maximum of 37.50%, which equals a pay-out ratio of 99.12%. For Herna Verhagen and Linde Jansen, a pro-rata time-based STI applies. For Pim Berendsen, the STI is partially based on his CFO salary (until 15 April 2025) and partially on his CEO salary (from that date).

For 2025, normalised EBIT was €53 million, slightly higher than 2024 and in line with the outlook. In 2025, free cash flow decreased by €37 million to €(25) million. This decline was mainly caused by higher investments in working capital and a lower change in provisions, partly compensated by lower income taxes paid in 2025. In 2025, PostNL again secured the average number 1 NPS position in the relevant markets, reflecting trust in PostNL’s reliability and service quality. Employee engagement levels increased to 69% in 2025, slightly above the target of 68%, mainly resulting from improvements within Mail in the Netherlands, reflecting the impact of local initiatives. Separate delivery quality performance measures for consumer mail and business mail were selected for 2025 (based on delivery within 2 days), in anticipation of the government’s approval on the future service proposition for consumer mail and, for business mail, in line with the adjusted standard service proposition applicable as from 2025. Consumer mail quality for delivery within 2 days was 95.3%, below target level. In comparison with the preliminary next-day delivery quality score of 86%, the outcome reflects the necessity to adjust legislative quality requirements. Business mail quality was 91.4%, above the 2025 target. Parcels delivery quality was high in 2025 (97.3%), exceeding the target, driven by improved forecasting, planning and monitoring in the supply chain.

PostNL Short-term Incentive

Long-term Incentive (LTI) 2023-2025

The long-term incentive (LTI) rewards long-term value creation in support of PostNL’s strategy and reinforces alignment with shareholder interests through the granting of shares. The plan is based on financial and non-financial performance measures for which targets are set over a three-year performance period. As vesting schemes apply, performance below target may still result in a partial LTI payout. At year-end 2025, the LTI performance period 2023–2025 concluded. The Remuneration Committee assessed the performance of the Board of Management over this three-year period. The relative weighting, threshold and target levels, and actual performance for each performance measure, are summarised in the table below. The LTI 2023–2025 was granted in 2023 and therefore falls under the previous Remuneration Policy adopted by the AGM in 2022. For Herna Verhagen and Linde Jansen, a pro-rata (time-based) LTI applies.

Both earnings attributable to shareholders (cumulative normalised comprehensive income) of €106 million and cash generation (free cash flow) of € (3) million, unfortunately ended below target and threshold level.

The LTI 2023-2025 also includes climate impact reduction as a performance measure, to strengthen alignment with PostNL's sustainability goals. Climate impact is defined as ‘CO₂ efficiency of our own operations’, measuring the relative CO₂ reduction in grammes CO₂e per kilometre compared to base year 2017. This metric reflects the most important reduction lever in PostNL’s climate transition plan: the decarbonisation of transport through fleet electrification and the use of low-carbon fuels. Improving CO₂ efficiency directly reduces scope 1 emissions and supports broader emission reductions across the value chain, thereby contributing to progress against PostNL’s Science Based Targets. In addition to a threshold level and a target level, the climate impact performance measure also contains a qualifier. The qualifier for the LTI 2023–2025 was defined as ‘the absolute CO₂ emission in 2025 is lower than in 2022’, further reinforcing the link between remuneration outcomes and absolute emission reduction. With CO₂ emissions of 108.5 grammes CO₂e per kilometre in 2025, compared to 152 grammes CO₂e per kilometre in 2022 and a 52.0% CO₂ reduction compared to the base year 2017, both the qualifier and target level were exceeded. The progress made in the period 2023–2025 was mainly driven by the electrification of our fleet and the use of biofuels.

The LTI 2023-2025 realisation, which is linked to the climate impact performance measure, amounts to 12.50% out of a maximum of 37.50%, which equals a pay-out ratio of 33.33%. The applicable number of performance shares will vest in 2026 and are subject to a two-year holding period. The holding period (together with the minimum shareholding requirement as described in section 'Share ownership’) aligns the long-term interest of the members of the Board of Management with our shareholders. Furthermore, the holding period ensures that the performance shares are held for a period of at least 5 years.

Departure CEO

Herna Verhagen decided to step down as CEO as per 15 April 2025. Her employment with PostNL started in 1991 and ended on 31 December 2025. As outlined in the remuneration policy, Herna Verhagen was still engaged on the basis of an employment agreement. In the interest of PostNL, parties agreed upon a period of transition, availability as an advisor and leave. Salary payments and other regular benefits (e.g. car, pensions) have been continued until the end date of employment. Herna Verhagen has a good leaver status. In accordance with the remuneration policy, the STI and LTI awards are subject to a pro rata time based and performance based vesting until 15 April 2025. The LTI performance is based on the average of the last 10 years as lower limit. From 15 April up to 31 December 2025 Herna Verhagen was not entitled to any variable remuneration.

PostNL Long-term Incentive

PostNL Shares (market value) in €

Shares held by the Board of Management

PostNL Share ownership as percentage of the minimum shareholding in %

The table above provides an overview of the shares held as a percentage of the minimal at year-end 2025 (and 2024) by the CEO and CFO. All members of the Board of Management are required to hold a specified value of PostNL shares. This minimum shareholding requirement fosters the identification of Board of Management members with PostNL’s strategy and its shareholders and aims to ensure a sustainable link to the performance of the company. The minimum after-tax shareholding requirement in 2024 and 2025 is equivalent to 75% of the average annual base salary. These minimum shareholdings can be built up over 7 years, in line with the Remuneration Policy.

As shown in the table above, at year-end 2025 the CEO held 53% of the minimum shareholding requirement, representing a decrease compared with 2024. This decrease reflects the increase in base salary following his appointment as CEO, as well as developments in the share price. As the CFO does not yet hold any unconditional shares, her shareholding at year-end 2025 amounted to 0%.

The former CEO is no longer included in this table. She met the minimum shareholding requirement from the introduction of this obligation in 2020 until her departure.

Information on the change of remuneration and company performance

The table on the following page provides an overview on the change of remuneration, company performance, average remuneration per FTE and internal pay ratios over the last 5 financial years (IFRS based).

PostNL Shares held by Board of Management in shares

PostNL Performance/remuneration/internal pay ratio

Internal pay ratios

As described in the Board of Management — Actual remuneration paragraph, PostNL calculates the ratios between the annual total remuneration of the CEO and CFO and the average annual total remuneration of an employee. The pay ratio was 22.2 for the CEO in 2025 (2024: 21.4) and 16.7 for the CFO in 2025 (2024: 16.0). The increase results from a higher STI realisation than last year and the change in board composition (resulting in an increase in shares granted, in line with the Remuneration Policy).

As of 2021, external temporary staff have been included in the internal pay ratio calculation. Accordingly, all full-time equivalents (FTEs) of hired external staff are included when determining the average number of FTEs. The related costs (see note '2.3.1 Work contracted out and other external expenses' to the Consolidated Financial Statements) are included in the calculation of average remuneration per FTE. For administrative reasons, it is not feasible to distinguish between external staff who worked for shorter or longer than three months during the calendar year. As a result, no differentiation is made based on the duration of activities performed by external staff for PostNL. The pay ratios for 2025, excluding external temporary staff, would have been 22.7 (2024: 22.0) for the CEO and 17.1 (2024: 16.4) for the CFO.

Board of Management performance measures 2026

Based on the variable remuneration framework set out in the Remuneration Policy, the Supervisory Board has reviewed and selected the most appropriate performance measures for 2026 in line with PostNL’s renewed strategy. In doing so, the Supervisory Board has balanced the interests of PostNL’s relevant stakeholders and taken into account key developments, including the transition towards a future-proof postal service in the Netherlands.

The performance measures for the STI 2026 and the LTI 2026–2028 are presented in the tables on this page. The weighting of financial and non-financial performance measures for the STI is set in accordance with the Remuneration Policy, at 60% financial and 40% non-financial. The weighting of financial and non-financial performance measures for the LTI is set at 75% financial and 25% non-financial, in line with the to be adjusted Remuneration Policy which will be submitted for approval at the 2026 AGM.

PostNL STI 2026

STI 2026

The STI performance measures for this year remain unchanged compared to 2025, as these measures are aligned with PostNL’s new strategy. For more information, please see the Our strategy chapter. Both financial performance measures, normalised EBIT and free cash flow, qualify as key performance indicators, which are crucial in assessing the progress made on our objectives. The same applies to the non-financial performance measures NPS and employee engagement. As PostNL continues to focus on delivering excellent customer experiences and on engaging and empowering its people, these performance measures remain central to the strategy and therefore have been selected for the STI. Additionally, delivery quality performance measures for both mail and parcels remain part of the STI in 2026 as they are key in determining the reliability of our services, underpin our strategic priorities and reflect the importance of predictable delivery.

LTI 2026-2028

As mentioned in the interview with the Chairman of the Remuneration Committee in this chapter, the Supervisory Board intends to slightly adjust the (financial LTI performance measures in the) Remuneration Policy as from 2026 to ensure continued alignment with PostNL’s renewed strategy.

Subject to approval by the AGM in April 2026, the adjusted Remuneration Policy will as of 2026 include normalised profit and return on invested capital (ROIC) as financial performance measures, in addition to free cash flow.

• Under the amended Dividend Policy, which applies from 2026 onwards, dividend determination will be based on normalised profit, in line with market practice, rather than on normalised comprehensive income, which applied until 2025. Aligning the LTI performance measures with the revised Dividend Policy by selecting normalised profit as a performance measure from 2026, ensures a clear link between business performance, dividend determination, and LTI vesting outcomes.
• As part of the renewed strategy, PostNL places increased focus on ROIC. To promote efficient capital allocation and support long-term value creation for shareholders, a strong ROIC ambition has been set towards 2028. In light of PostNL’s strategic priorities and ambition, ROIC has been selected as a financial performance measure.
• With four LTI performance measures in total instead of the current three, the weighting of the LTI performance measures will be adjusted accordingly, with each measure weighting equally (25%). This change supports the guiding principles of the Remuneration Policy, simplicity and transparency, and underlines the equal strategic importance of each performance measure in addressing PostNL’s objectives and challenges in the coming years.

PostNL LTI 2026-2028

Towards the end of 2025, PostNL engaged with the Central Works Council, investors, proxy advisors and investor representatives. The proposed adjustments to the Policy, although limited, were well received in view of the enhanced alignment with PostNL’s strategy. Our conversations have not resulted in adjustments to our proposal.

The non-financial, climate-related, performance measure in the LTI will also be further aligned with PostNL’s strategic objectives. In line with PostNL’s SBTi targets, ‘the reduction of absolute CO₂ emissions (scope 1, 2 and 3) compared to the 2021 base year’ has been selected as climate-related performance measure as of 2026. This measure captures the total reduction in emissions across the full value chain and better reflects PostNL’s broader sustainability ambitions, as it encompasses the impact of both PostNL’s own operations and those of its delivery partners and suppliers. No Remuneration Policy adjustment is required for this.