Meetings of the Supervisory Board

The Supervisory Board met six times in person and held six digital meetings in 2025. All meetings were attended by the full Board of Management, except for agenda items reserved exclusively for the Supervisory Board. In addition, a dinner to discuss the self-evaluation was held in February, a dinner featuring an in-depth discussion on HR matters was held in June, and an informal dinner involving members of the Supervisory Board, the Board of Management and the Executive Committee took place in December. The individual attendance records and overall attendance percentages per meeting are presented in the table below.

In addition to the topics mentioned in the Q&A with the Chair, the Supervisory Board discussed a wide range of other topics during the year. These included developments in PostNL’s business segments, financial and market developments, regulatory developments, and progress on and refinement of the Strategic Plan. An overview of these topics is set out below.

Business

In-depth sessions were held, involving internal and external experts, on yield measures, the future of mail, digital developments, the SME proposition, e-commerce developments, OOH solutions, and the expansion of asset-light platforms into new markets. In addition, the competitive position, competitive dynamics, market share, cost-saving initiatives and growth opportunities were discussed on a regular basis. The Supervisory Board also discussed potential acquisitions and divestments.

Financial

Financial topics discussed included the 2024 annual results and the 2025 quarterly and half-year results, including investor feedback following management roadshows, executive remuneration, and the 2026 budget. Further topics included PostNL’s financial position, the €100 million Schuldschein placement, the issuance of €300 million notes, and the tender offer for the outstanding 2026 notes. In addition, the financial ambitions linked to the new strategy, as presented during the Capital Markets Day, were discussed, including (interim) dividend targets and PostNL’s Dividend Policy. Progress on the implementation of the CSRD was discussed extensively within both the Audit Committee and the Supervisory Board.

Non-financial

The Supervisory Board fulfils an oversight role with respect to non-financial matters, supported by PostNL’s internal audit function, which monitors the non-financial governance structure and reporting. In addition, the Supervisory Board discussed various non-financial topics, including the company’s culture, pensions, career and management development, the reputation of PostNL, customer satisfaction and NPS, and the relationship between the Supervisory Board and the Board of Management with the works councils and trade unions. Changes to the composition of the Executive Committee were also discussed. The Supervisory Board received updates on feedback from and interactions with investors and analysts, as well as developments in the Company’s share price, analyst recommendations, and changes in the shareholder base.

Risk, compliance & IT

Topics discussed include IT developments and cyber security, business continuity and compliance in general. Furthermore, the Supervisory Board discussed the preparation of the AGM and compliance with the Code. Twice a year, the Supervisory Board reviews a litigation overview, describing claims (including tax-related claims) against PostNL and litigation involving PostNL, subject to a reporting threshold of €250,000.

The Supervisory Board also receives biannual updates on integrity, including the fraud and whistle-blower report. The outcomes of the risk management process, the main risks identified and the mitigation plans in place were shared with both the Audit Committee and the Supervisory Board. A description of PostNL’s major risks and its risk management framework can be found in the Risk and opportunity management chapter. The annual internal audit plan was also discussed, as were the quarterly internal audit reports.

Auditor

In addition, the 2024 auditor’s report prepared by PostNL’s external auditor, KPMG, and the 2024 Annual Report (including the Financial Statements and Non-Financial Performance Statements) were discussed. In 2025, KPMG reported on its overall assessment of internal control, with a particular focus on IT and ESG-related CSRD reporting. KPMG also outlined relevant developments, views and observations related to the VOR, and provided recommendations for further improvements to internal control. These observations were linked to the soft-controls framework and were based on interviews, on-site observations and available documentation. The audit work performed by KPMG was carried out on site, with conversations and discussions taking place in a co-operative and constructive manner. In light of its role as external auditor, KPMG attends at least one Supervisory Board-only meeting each year.

Supervisory Board composition and discussions

The Supervisory Board discussed its composition and that of its committees and the profile of the Supervisory Board. In this context, the search for a new Supervisory Board member and subsequent nomination of Natasja Laheij as new member per the AGM in April 2026 were discussed on a regular basis. More details about the Supervisory Board can be found in the Corporate governance chapter. During 2025, all regular meetings between the Supervisory Board and the Board of Management were held face to face, while additional meetings were predominantly held digitally. Overall, the quality of the meetings was good and constructive. Building on earlier evaluations, the Supervisory Board ensures that sufficient time is reserved for Supervisory Board-only discussions, by including this as a recurring agenda item at each meeting. Further information on the 2025 evaluation of the Supervisory Board is included in the Evaluation of the Supervisory Board section.

Meetings of the committees of the Supervisory Board

Audit Committee

The Audit Committee met five times in 2025. In general, all meetings are attended by the CFO, director Audit & Security, director Group Finance, director Accounting & Reporting and the external auditor, KPMG. The CEO attends the Audit Committee meetings when the half-year and full-year results are being discussed. The chair of the Audit Committee regularly meets the external auditor without management present. Additionally, the director Audit & Security regularly meets the chairman of the Audit Committee without management, and meets the chairman of the Supervisory Board at least once a year.

At each meeting, the Audit Committee discusses the results of and developments in PostNL’s business segments, as well as the progress in relation to reporting under the CSRD, including the outcome of the DMA. In 2025, the Audit Committee discussed PostNL’s full-year 2024 results, the outlook for 2025, the 2025 first-quarter, half-year and third-quarter results, and the related press releases, and the preliminary 2026 budget.

In addition, the €100 million Schuldschein placement, the issuance of a €300 million bond, and the tender offer for the outstanding 2026 notes were discussed. Furthermore, the Audit Committee reviewed the Eumedion, VEB and VBDO focus letters, the risk paragraph, and the quantity and quality of the explanatory notes in the financial reports included in the 2024 Annual Report, as well as the preparation of PostNL’s 2025 Annual Report. In addition, the Audit Committee was presented with a further analysis of the Verklaring Omtrent Risicobeheersing (VOR), the newly incorporated risk management statement required under the Code.

The main financial factors influencing the strategic plan and PostNL’s financial performance, including volume developments, pricing, cost savings, competition and market share, regulatory developments, economic developments, pensions, and employee conditions, were discussed. The Audit Committee also discussed the development of working capital, the strategy of Parcels, development of cost savings at Mail in the Netherlands, cost savings at Head Office, Parcels and Digital, (interim) dividend and dividend policy, the capital allocation framework, and the relevant 2025 tax matters, including matters such as transparency, tax planning, and tax risk management. Cybersecurity and IT, including digital ethics, were also recurring items on the agenda of the Audit Committee. The Audit Committee discussed reports on internal control and risk management, and reported its deliberations and findings to the Supervisory Board in connection to its assessment of the substantiation of the evaluation by the Board of Management on the effectiveness of the design and operation of the internal risk management and control systems. Reports from the internal audit function and the external auditor, including the internal audit and KPMG's audit plan and KPMG’s board reports, were discussed regularly. The Audit Committee receives and discusses half-yearly updates on integrity issues (including the fraud & whistle-blower report), claims and litigation, compliance and any actions taken by management, if applicable. No material fraud-related incidents were reported in 2025.

The external audit fees were discussed and approved, and the evaluation of the performance of KPMG over the financial year 2024 was discussed, as well as the (terms of the) contract extension with KPMG and the lead audit partner rotation schedule. Furthermore, contemplated changes in the laws and regulations governing financial reporting, the quality assessment and performance of PostNL’s internal audit function, and the development of the actions to mitigate the deficiencies reported by the external auditor and internal auditor function over 2024, were also discussed. In relation to changes in laws and regulations governing financial reporting, the reporting obligations of the EU Taxonomy and the status of the reporting obligations of the CSRD, as well as the role of the Audit Committee, were addressed and discussed.

Nomination Committee

The Nomination Committee met four times in 2025. The Nomination Committee discussed the overall composition and profile of the Supervisory Board and its committees, as well as succession planning for the Board of Management. In connection with the planned stepping down of CEO Herna Verhagen, the Committee discussed the appointment of Pim as her successor and the appointment of Linde as the new CFO. In addition, the Committee discussed the composition of the Executive Committee.

The Nomination Committee also discussed succession planning and talent management covering the Supervisory Board, the Board of Management and senior management, as well as diversity, equity and inclusion within the Company. In this context, the Nomination Committee discussed ambitious yet appropriate target figures for the Board of Management and senior management to promote gender diversity. Furthermore, the Committee led the search for a new Supervisory Board member, resulting in the subsequent nomination by the Supervisory Board of Natasja Laheij.

Remuneration Committee

In 2025, the Remuneration Committee met five times. The Remuneration Committee discussed the remuneration policies for the Board of Management and the Supervisory Board, and reviewed the remuneration of the members of the Board of Management, the Executive Committee and senior management. The Committee also discussed PostNL’s remuneration policies more broadly and the preparation of the discussion of the Remuneration Policy at the 2025 AGM. As in previous years, investor feedback was sought regarding their views on the remuneration report included in the 2024 Annual Report. Further details on the discussions held by the Remuneration Committee, as well as on the remuneration of the Board of Management and the Supervisory Board, are provided in the Remuneration report chapter. This chapter includes a detailed explanation of the Remuneration Policy, the actual remuneration awarded, and the relationship between remuneration and performance of the members of the Board of Management for 2025, and also provides further insight into the remuneration policies as adopted at the AGM in 2024.

ESG Committee

The ESG Committee met three times in 2025. The ESG Committee discussed the ESG strategy of PostNL and the governance structure set up in relation to ESG. At each meeting, the ESG Committee discussed several key challenges and dilemmas in relation to ESG topics, including the balance between further reducing PostNL's environmental footprint on the one hand and meeting market expectations on the other. In addition, in 2025 the ESG Committee, together with the Audit Committee, carried out a joint evaluation of PostNL’s first CSRD-compliant annual report.

PostNL Attendance Supervisory Board members

Evaluation of the Supervisory Board

The Supervisory Board is responsible for the quality of its own performance. As such, the Supervisory Board evaluates and discusses its functioning and that of its committees and members annually, and at least every four years with the help of an external evaluator. For 2025, the evaluation was done with the help of an external evaluator. The evaluation process consisted of completing an online questionnaire providing personal insights and views on Supervisory Board and Committee effectiveness, completing an online peer review questionnaire and virtual interviews with each member of the Supervisory Board and Board of Management conducted by the external evaluator. The results have been presented to the Supervisory Board as a report on the overall effectiveness of the Supervisory Board and its Committees, based on overall performance, strengths and development areas, identified areas for improvement and recommendations.

In 2025, the Supervisory Board reflected positively on its overall functioning and effectiveness. The Supervisory Board continues to operate in a constructive, open, and professional manner, with discussions characterized by transparency, meaningful engagement, and room for differing viewpoints. Board processes and meetings are viewed as well-structured and effective. The relationship between the Board of Management and the Supervisory Board remains healthy and based on mutual trust, with good alignment on the key challenges and priorities for PostNL.

The Supervisory Board is satisfied with the quality, clarity, and timeliness of information provided by Management. The Board of Management continues to demonstrate professionalism, dedication, and openness, supporting effective supervision and enabling thorough discussions on strategic, operational, and people‑related matters. Deep‑dives and bilateral interactions with the Board of Management and other leaders within the organisation are viewed as valuable in strengthening the Supervisory Board’s understanding of the business and its talent. At the same time, the Board acknowledges the importance of further strengthening its role in providing challenge.

In 2025, the Supervisory Board devoted considerable time to strategic topics, including PostNL’s long‑term direction and the balance between addressing short‑term pressures and shaping the company’s future. The Breakthrough 2028 strategy remain well supported. Scenario planning and risk management are well established, and the Supervisory Board appreciates Board of Management’s proactive stance in navigating a dynamic and competitive environment. At the same time, the Supervisory Board notes that the balance between addressing short‑term pressures and pursuing long‑term opportunities remains a challenge.

The Supervisory Board recognises that the organisation operates in a shifting market with increasing complexity. It therefore underlines the importance of maintaining focus on core priorities, ensuring execution at a high level, and continuing to explore opportunities for innovation, efficiency, and data‑driven decision‑making. The ongoing development of the parcels and mail businesses, as well as broader industry developments, remain key areas of attention.

People and culture continue to feature prominently on the Supervisory Board’s agenda. The Board values the organisation’s commitment, cohesiveness, and strong values, as well as the increased exposure to talent across different levels of leadership. The Supervisory Board notes the progress made in strengthening the performance culture and supports ongoing investment in leadership development and succession planning. The organisation’s ability to attract and retain diverse talent in a competitive market remains an important focus area.

Looking ahead, the Supervisory Board acknowledges the importance of continued renewal and development within the Supervisory Board itself. Upcoming changes in composition will require careful attention to preserving a strong mix of skills, experience, and perspectives, in line with the needs of the business. The Supervisory Board also recognises the importance of ongoing reflection on its own dynamics, including how it can continue to balance support and challenge in an effective manner.

Finally, the Supervisory Board remains committed to fulfilling its duties with due regard for all stakeholders and in the context of PostNL’s public mandate. The broader regulatory and market environment continues to evolve, and the Supervisory Board underscores the importance of continued reflection on the long‑term implications of these constraints and on how the organisation can best position itself for sustainable success amid evolving market circumstances.

The outcome of the evaluation will be followed up in 2026.

Concluding remarks

We observed that 2025 continued to be a year characterised by challenging circumstances, including rising costs, a tight labour market, geopolitical volatility, evolving consumer behaviour, and client concentration, as well as further pressure on postal services. Looking ahead, 2026 will focus on executing the new strategy and taking additional actions to safeguard a future-proof and financially viable postal service, while awaiting decisions from government. We are confident that our highly motivated people and strong management teams are well equipped to address the challenges ahead. We would like to take this opportunity to thank the Board of Management, the Executive Committee and all other PostNL employees worldwide for their continued commitment and dedication throughout the year. We look ahead to 2026 with confidence.

Additional information

More information can be found in the Corporate governance and the Remuneration report chapters, which are deemed to be incorporated by reference here.

The Hague, the Netherlands, 23 February 2026