The Management Board manages the company under its own joint responsibility. It is required to safeguard the interests of the company and is committed to achieving the sustainable growth of enterprise value. It specifies the business goals and defines the strategies with which these goals are to be achieved. The Management Board is responsible for making decisions on all matters of fundamental and key importance to the company.

Based on the recommendations of the Public Corporate Governance Code and the corresponding regulations in the company documents, all Board members are required to disclose conflicts of interest. Any conflicts of interest that arise are reported in the annual declaration of conformity. Accordingly, the members of the Management Board disclose any conflicts of interest that arise to the Supervisory Board without delay and inform their fellow Management Board members accordingly. No such cases occurred in the reporting period.

The Supervisory Board advises and monitors the Management Board in its management of the company.

In accordance with the requirements of the Co-Determination Act (Mitbestimmungsgesetz), the Supervisory Board of DB AG has 20 members, ten of whom are shareholders’ representatives and ten of whom are employee representatives. Some of the shareholders’ representatives are seconded to the Supervisory Board and some are elected at the Annual General Meeting. The selection process for the members of the Supervisory Board is carried out by the owner in accordance with the statutory regulations. The employees’ representatives on the Supervisory Board are elected in accordance with the requirements of the Co-Determination Act. The company is therefore unable to provide detailed information regarding a selection process or any underlying criteria (including diversity characteristics). An overview of the incumbent members of the Supervisory Board along with their functions and job titles can be found in the consolidated financial statements.

The following changes were made to the Supervisory Board of DB AG in 2024:

• The Supervisory Board mandate of Mr. Jens Schwarz expired at the end of October 31, 2024 as he entered the retirement phase of his part-time work leading up to retirement. Ms. Nadja Houy was appointed as a member of the Supervisory Board by the Charlottenburg Local Court as his successor with effect from November 1, 2024.
• Mr. Bernd Reuther resigned from his Supervisory Board mandate with effect from the end of November 28, 2024. Dr. Irina Soeffky, Head of the National, European and International Digital Policy (Federal Ministry for Digital and Transport) sub-department, was elected as his successor as a member of the Supervisory Board at an extraordinary Annual General Meeting on December 5, 2024.

Personal or business relationships of individual Supervisory Board members with the company are disclosed in the Notes to the consolidated financial statements.

Based on the recommendations of the Public Corporate Governance Code and the corresponding regulations in the company documents, all Board members are required to disclose conflicts of interest. Any conflicts of interest that arise are reported in the annual declaration of conformity. Supervisory Board members must therefore also disclose any conflicts of interest to the Supervisory Board without delay and inform the Supervisory Board accordingly. No such cases occurred in the reporting period.

Management Board decisions with a significant influence on the business operations and on the asset situation, financial position or income situation of the company require the prior authorization of the Supervisory Board. The Supervisory Board of DB AG is informed by the Management Board at least quarterly about business developments and the situation of the Group. The Management Board also reports regularly to the Supervisory Board on the measures taken within the company to ensure compliance with laws and internal corporate regulations. In addition, the Supervisory Board is responsible for auditing and approving the company’s annual financial statements and auditing the company’s management report, the consolidated financial statements and the Group management report. The Supervisory Board also monitors the accounting process, the effectiveness of the internal control system, the risk management system and the internal audit system, as well as the audit of the annual financial statements.

The Chairman of the Supervisory Board maintains regular contact with the Management Board, and in particular with the Chief Executive Officer, to discuss the company’s strategy, business development and risk management. The Chairman of the Supervisory Board is regularly informed by the Chief Executive Officer about important events of key significance for the assessment of the company’s situation and development, as well as for its management.

There were no consultancy agreements or other comparable service agreements or contracts between the members of the Supervisory Board and DB AG in the year under review.

To perform its monitoring activities in the best possible way, the Supervisory Board of DB AG has made use of the option to set up further committees in addition to the Mediation Committee, which has to be established in accordance with the Co-Determination Act. To this end, it has set up an Executive Committee, an Audit and Compliance Committee, an Infrastructure Committee and a Personnel Committee. An overview of the members of the committees can be found in the Notes to the consolidated financial statements. The Supervisory Board provides information on the work of the committees in the year under review in its report. A description of the functions of the individual committees can be found on our website.

The Supervisory Board of DB AG consisted of nine women (45.0%) as of December 31, 2024, and also currently. A target of 50% has been set for the share of women on the Supervisory Board of DB AG to be achieved by June 30, 2027.

As of December 31, 2024 the Management Board of DB AG consisted, and still consists, of three women (37.5%). A target of 50% has also been set for the share of women on the Management Board of DB AG by June 30, 2027.

At the other management levels of DB AG, the following targets have been set (deadline December 31, 2024): at the first management level below the Management Board, a 31.7% share of women, and at the second management level below the Management Board, a 40.2% share of women.As of December 31, 2024, the share of women at the first management level below the Management Board was 32.3%, meaning the target was achieved. At the second management level, the share of women was 36.3%, meaning that the target for this level as of December 31, 2024 was not achieved. This was due to low personnel turnover and the associated reduction in the number of recruitment processes with the opportunity to appoint female managers.

Based on the Second Act on Equal Participation of Men and Women in Management Positions (Zweites Führungspositionen-Gesetz; FüPoG II) new targets were set for DB AG from 2025. By December 31, 2029, the share of women is to be 37.5% at the first management level below the Management Board and 43.2% at the second level below the Management Board.

DB Group is committed to the equal participation of women and men in leadership positions. From 2025, a new target will apply for the Group companies covered by FüPoG II. An overall target of 40% women in leadership by December 31, 2035 was set for all bodies of the Group subsidiaries (Supervisory Boards, Management Boards/Executive Boards, first and second management levels).

In addition, DB Group has set itself the target of increasing the share of women in the overall workforce (FüPoG scope) to 28% by the end of 2035.

Comprehensive information on DB Group’s diversity and sustainability activities is provided in the non-financial section of the Integrated Report.