For 27 of the limited liability companies (GmbHs) covered by the PCGK within DB Group, shareholder’s meetings did not take place in person once a year as recommended by the PCGK; instead, they were held by way of a written resolution in accordance with Section 48 of the Act on Limited Liability Companies (Gesetz betreffend die Gesellschaften mit be­schränkter Haftung; GmbHG).

These companies are directly or indirectly wholly owned by DB AG and are integrated into DB Group via a domination and profit and loss transfer agreement. As part of DB Group, meetings held in person to discuss the financial statements with only one person present as shareholder representative would have no added value in terms of content, but would result in a significantly disproportionate administrative burden and additional expenses, due to the presence of the auditor, for example.

Continuous quarterly reporting recommended by the PCGK for the companies it covers in accordance with Section 90 of the German Stock Corporation Act (Aktiengesetz; AktG) is not implemented for six GmbHs. The current cycle of semi-annual reporting has proven successful in these companies. The proper, timely and comprehensive information of the supervisory body continues to be effectively ensured, even with the current reporting period of at least one meeting per calendar half-year. If there are additional events, written reports by the Management Board or extraordinary meetings of the Supervisory Board may continue to take account of the reporting requirements to the Supervisory Board.

The respective rules of procedure of the companies covered by the scope of application of the PCGK generally stipulate that a 14-day period must be complied for convening the Supervisory Board, including communication of agenda items. Additions should be communicated no later than one week

before the meeting (by means of subsequent dispatch). In justified exceptional cases, additions to the agenda or the submission of documents may be required at short notice so that the Supervisory Board can also be informed in urgent cases or can also make corresponding decisions. During the reporting period, some companies covered by the PCGK submitted documents within less than 14 days’ notice in isolated cases. The companies aim to comply with the 14-day deadline.

In its D&O insurance policy, DB Group does not comply with the deductible recommended by the PCGK for members of GmbH management bodies. DB AG has taken out a Group-wide D&O insurance policy for all its management body members in fully consolidated companies. A deductible for management body members of GmbH companies is not prescribed by law. Unlike executives of stock corporations, for whom the deductible is stipulated by law, there are therefore hardly any corresponding insurance offers on the market to cover such a deductible for members of the management body of GmbHs. DB AG continuously monitors the insurance market. DB AG will aim to implement this recommendation of the PCGK if corresponding products are available on the market.

There is no deductible for the members of supervisory bodies in the D&O insurance.

DB AG has taken out a Group-wide D&O insurance policy for all its Board members in fully consolidated companies, which also covers the members of the supervisory bodies.

A deductible makes it more difficult to compete for suitably qualified candidates for members of the supervisory bodies, especially as the remuneration paid is comparatively low anyway.

A significant portion of the remuneration paid to representatives on DB Group Supervisory Boards who are delegated by/elected at the behest of the Federal Government is transferred to the Federal Treasury, unless they waive their remuneration altogether. Members of the Supervisory Board representing employees also transfer a significant amount of their remuneration, in this case to the Hans Böckler Foundation. DB executives who take on Supervisory Board mandates within DB Group do not receive any separate remuneration for Group-internal Supervisory Board mandates. This being the case, it does not seem appropriate to allow members of the supervisory bodies to share in the risks arising from Directors’ and Officers’ liability cases.

With two exceptions, DB Group has complied with the PCGK’s recommendation that the unit responsible for compliance should report directly to the management body. At one company, the compliance officer is indirectly subordinated to the management body, and the performance of the compliance function only accounts for a small proportion of their overall activities. A direct right of reporting to the management and professional independence is nevertheless given such that, in this case, indirect subordination is considered justifiable. In another case, responsibility for compliance is assigned to the chairman of the management body. The assigned compliance officer is responsible for compliance issues across the board for a number of companies in this business unit. As a result of the evaluation and audit, the overarching approach described was deemed to be more efficient and therefore preferable to the establishment of compliance officers at the respective legal entities, who then report directly to the respective management body.

The recommendation that the management body of a Group company should consist of at least two people was not fully complied with in one case. In the run-up to an intended merger of the company with the parent company, the second management position was not filled for the last few months until the merger took effect.

As part of the implementation of the PCGK recommendations, a standard procedure/sample documents for a transparent selection procedure were applied during the reporting period. At companies with minority shareholdings, there are, in some cases, rights to designate on the part of the minority shareholder for individual management mandates. In these cases, there is no room for DB AG to apply a structured selection procedure.

The recommendation not to appoint members of the management body beyond the age limit stipulated in the rules of procedure was not complied with in one case. The reason for this was the need to ensure a stable personnel situation during a phase of restructuring and to be able to continue to draw on the skills of the executive in the future-oriented alignment of large organizational units.

The recommendations in Section 5.3.2 Sentences 1 and 2 of the PCGK, according to which the remuneration of the management body is to be decided by the responsible corporate body, are largely complied with. In individual cases, there are still current Group employment contracts for historical reasons. In these cases, in which the contractual partner is not the corporate body but rather DB AG as management holding company, the recommendations of this section will be deviated from during the term of these Group employment contracts. No new Group employment contracts are planned for the future.

DB AG intends to comply with the recommendation to establish supplementary premium and clawback clauses in the employment contracts for members of a management body. This recommendation is primarily integrated into contractual regulations in the context of new appointments and reappointments. Full compliance with this recommendation in the companies covered by the PCGK will therefore only be achieved over a period of several years.

The recommendations in Sections 5.3.3 and 5.3.4 of the PCGK with regard to the determination of variable remuneration components by the responsible corporate body are largely complied with. In individual cases, there are still current Group employment contracts for historical reasons. In these cases, where the contractual partner is not the corporate body but rather DB AG as management holding company, the recommendations of this section shall be deviated from during the term of these Group employment contracts, as the targets in these cases are agreed with Group management. No new Group employment contracts are planned for the future.

The recommendation in Section 5.3.3, according to which the target agreements are to be concluded before the start of the assessment period, could not be complied with at all companies in 2024 for the 2025 financial year. This was due to the end of the German coalition government in November 2024, which led to uncertainties with regard to the Group’s planning assumptions that depended on this because resolutions on financing issues relating to the rail infrastructure were no longer passed and could only be resolved at the end of December 2024. Due to this timeline, resolutions on the targets for the members of the management body, which are largely dependent on Group planning, could no longer be passed before the 2024 balance sheet date, particularly at the subsidiaries. They will instead be passed at the beginning of 2025.

In the case of DB Projekt Stuttgart — Ulm GmbH, DB Group does not comply with the PCGK’s recommendation to include a supervisory body in the articles of association where this is not already required by law. In 2013, the Management Board and Supervisory Board agreed to establish the project company DB Projekt Stuttgart — Ulm GmbH to implement the major projects Stuttgart 21/Wendlingen — Ulm and to set up an advisory board of specialist experts to support the company. The Advisory Board of DB Projekt Stuttgart — Ulm GmbH has no duties, rights and obligations within the meaning of the German Stock Corporation Act (Aktienrecht). However, the Chairman of the Advisory Board regularly contributes the committee’s positions to the deliberations of the Supervisory Board of DB AG on the Stuttgart 21 project. In addition, the auditing firm PwC and the engineering firm Emch+Berger provide regular, independent monitoring and quarterly reporting on the project status to the Audit and Compliance Committee of the Supervisory Board of DB AG. The establishment of an optional Supervisory Board for DB Projekt Stuttgart — Ulm GmbH is therefore still not intended. However, as a result of a status procedure planned for 2025, there may be a requirement to establish a Super­visory Board for the company in accordance with the pro­visions of the One-Third Participation Act.

The Audit and Compliance Committee of the Supervisory Board was granted the option of making a final decision on any release of the auditors from their statutory duty of confidentiality instead of the full Supervisory Board plenum. This is in line with the key topics of the committee, which deals with auditing issues in depth as part of the tasks assigned to it.

In the composition of the management body, attention is paid in principle to diversity, in particular to the achievement of any existing statutory quotas or internal targets set voluntarily or on the basis of statutory obligations with regard to the equal participation of genders. At one company, the appointment of a Supervisory Board member in the reporting period was ineffective as it would have led to a failure to meet the statutory gender quota requirements.

DB AG does not comply with the recommendation that all companies covered by the PCGK hold one regular meeting of the supervisory body per calendar quarter. DB AG believes that a lower frequency of meetings has proven to be particularly effective for smaller companies and also ensures – in view of the size of the companies and the smaller range of topics and reportable business transactions compared to large companies – proper monitoring of the management body. The proper, timely and comprehensive provision of information to the supervisory body continues to be effectively ensured, even if the current reporting cycle of at least one meeting per calendar half-year is maintained. If additional events occur, the reporting requirements to the Supervisory Board can continue to be met by means of written reports from the Management Board or by way of extraordinary meetings of the Supervisory Board.

DB AG has not yet followed the recommendation to disclose the remuneration of the executive bodies of the subsidiaries covered by the PCGK on an individual basis in the Corporate Governance report. Publication of the remuneration of the respective members of the management body would be questionable, particularly without their consent with regard to data protection. With the exception of the DB Group Management Board and the Chairman of the Management Board of DB InfraGO AG, no such consent is currently contractually agreed for members of the management body. DB AG intends to systematize and then disclose the remuneration structures of the Group’s stock corporations.

Since its revision on December 13, 2023, the PCGK has recommended that no services should be agreed with the auditor which, in accordance with Article 5 (1) sub-paragraph 2 (a) of Regulation No 537/2014/EU, may not also be provided 
for public-interest entities. A change of auditor took place in the 2024 financial year. The auditor appointed for the first time for the reporting period provided – in accordance with the statutory provisions – a small number of tax advisory ser­­vices for DB Group companies in order to finalize issues initiated prior to its audit.