Report of the Supervisory Board

Meetings of the Supervisory Board

The Supervisory Board was involved in all decisions of fundamental significance for DB AG. In the year under review, the Supervisory Board held four ordinary meetings and four extraordinary meetings, as well as one strategy meeting. The 2023 annual financial statements were also presented to the Supervisory Board at an information event in preparation for the resolution at the financial statements meeting. At a further information event in August 2024, the Supervisory Board discussed the emerging results of the EU state aid proceedings concerning DB Cargo and the resulting consequences for DB Cargo AG. Furthermore, the Supervisory Board discussed the key data and framework conditions of the intended sale of Schenker AG in detail at two information events in September 2024. In addition, two information events were held for the Supervisory Board in April and May 2024, focusing on artificial intelligence and digital strategy. In the reporting period, all members of the Supervisory Board participated in at least half of the meetings. In the reporting period, the Supervisory Board passed two resolutions by way of a written procedure. The regular meetings of the Supervisory Board of DB AG were regularly prepared by meetings of the Executive Committee, the Personnel Committee, the Audit and Compliance Committee and the Infrastructure Committee, which was newly established in the reporting period. In the 2024 financial year, discussions in the plenary meeting focused on issues relating to revenue, profit and employment development in the individual business units, the debt situation of DB Group and the course of significant capital expenditure and equity investment projects. Particular emphasis was placed on the economic and operational situation and the financing of infrastructure by the Federal Government, as well as the effects of the budget ruling by the German Federal Constitutional Court on November 15, 2023, which also continued to have an impact on infrastructure financing issues in the reporting period. In addition to the ongoing pressing issues of infrastructure financing, discussions focused on improving both the operational situation and the Group’s key financial figures. In the context of establishing the common good-oriented infrastructure company DB InfraGO AG as of January 1, 2024, the owner, the Federal Government, introduced a modified steering concept that strengthened Group governance by establishing an Infrastructure Committee within the Supervisory Board of DB AG in March 2025, among other things. The committee is to deal with the results of DB InfraGO AG’s discussions and resolutions with the Federal Government’s InfraPlan and discuss in advance any intended instructions from DB AG to the subsidiary DB InfraGO AG, which are to be approved by the Supervisory Board of DB AG. At its regular meetings during the reporting period, the Supervisory Board regularly discussed the progress and cost development of the major Stuttgart 21 project – with the involvement of the Chairman of the Advisory Board of DB Projekt Stuttgart — Ulm GmbH – and approved the updated cost planning for the new design of the Bonatzbau in June 2024 and the requested adjustment of the total project cost by partially utilizing the financing scope in December 2024. In the annual strategy discussion, the Supervisory Board discussed with the Management Board the progress made in implementing the Strong Rail strategy in terms of service offerings and operations, both with carriers and in the Inte­grated Rail System. For the first time, representatives of the customers of the individual business units were also brought in to provide input and contribute their views on the company’s performance to the discussion.

The Supervisory Board discussed other important individual matters and passed the necessary resolutions. These included the 2nd Munich main line/5th addendum to the construction and financing agreement, conclusion of the 1st addendum to the Performance and Financing Agreement III.In the second half of the reporting period, in particular, a key focus of the issues addressed by the Supervisory Board was the Group-wide S3 restructuring program to improve infrastructure, operations and profitability by 2027. The Management Board presented the restructuring plan to the Supervisory Board at its September meeting, which was discussed in depth at this and subsequent meetings.

The end of the Government coalition in November 2024 raised a number of questions for DB Group regarding the financing situation of the rail infrastructure. The conditions for the expected cash inflow from the Federal budget to finance infrastructure projects could not be created as expected due to the 2025 budget no longer being adopted. The resulting considerable risks for DB Group’s financing structure were addressed by both the Executive Committee of the Supervisory Board at a special meeting and, in subsequent meetings, by the full Supervisory Board.

The Supervisory Board also discussed in detail the progress of the divestiture process for Schenker AG. At a special meeting, the Supervisory Board approved the corresponding resolution proposed by the Management Board to sell 100% of shares in Schenker AG to a European transport and logistics group. The Supervisory Board also discussed DB Group’s budget and mid-term planning at its regular meeting in December. The corresponding resolutions were passed in a subsequent special meeting following final agreement on the key premises for infrastructure financing.

Meetings of the Supervisory Board committees

The Supervisory Board of DB AG has established five permanent committees to enable it to conduct its work efficiently. The Executive Committee of the Supervisory Board held four regular and two extraordinary meetings in the year under review and was in constant contact with the Management Board on all major business policy issues. In its meetings, it focused, in particular, on preparing the focal topics for each of the Supervisory Board meetings. In the year under review, the Audit and Compliance Committee held four regular meetings, one extraordinary meeting and one conference call, and intensively discussed the economic situation of DB Group and the individual business units in preparation for the discussions in the full Supervisory Board, based on the current monthly and half-year figures. In addition, at regular intervals, the committee discussed the progress and, in particular, the cost development of the major Stuttgart 21 project based on the quarterly reports of the Management Board, each of which was reviewed by auditors and an engineering firm. The status of the major Munich 2nd main line project was also discussed on a quarterly basis, accompanied by a review carried out by an auditing company. In addition the committee also discussed in detail the respective risk report, the submitted budget and capital expenditure planning as well as the mid- and long-term planning of DB Group. The committee also continued to address updates in corporate governance and the internal control system necessitated by the German Accounting Law Modernization Act. The Audit and Compliance Committee was regularly informed about Group-relevant compliance issues. The Chief Compliance Officer reports there regularly on his work as well as on cases relevant to DB Group (for the compliance instruments in the Combined Management Report). Similarly, the intra-Group auditors regularly report to the committee about the audit program and the key findings of the audit activities. The committee also receives regular reports on significant legal disputes. In addition, the committee discussed the hiring of the auditor for the financial statements and the progress of the auditing process for the reporting period. Following the change of auditor at the beginning of the financial year, the focus in the reporting period was on integrating the new auditor in the relevant processes and discussing valuation issues.

The committee also discussed economically significant individual matters of considerable importance for the business and financial situation or the risk situation of DB Group, such as the development of DB Cargo and the DB Regional Road line of business, the status of major capital expenditure plans and projects, as well as the implementation of the German Act on Corporate Due Diligence Obligations in Supply Chains in DB Group, and discussed the capital expenditure and M&A decisions proposed by the Management Board in advance of the Supervisory Board plenary meeting and made corresponding recommendations.

The Chairman of the Audit and Compliance Committee was in regular contact with the Management Board and the external auditor, and reported regularly and in detail on the Committee’s work to the full Supervisory Board.

In the year under review, the Personnel Committee prepared Management Board matters for a decision by the Supervisory Board at four regular and five extraordinary meetings. Its work focused on determining the target achievement for the Management Board for the 2023 financial year and – particularly against the backdrop of the S3 restructuring program – the development of targets for the Management Board for 2025. The Personnel Committee also discussed upcoming regular reappointments of Management Board members. In preparation for the resolutions on Management Board matters, the committee submitted resolution recommendations to the full Supervisory Board.

The Infrastructure Committee of the Supervisory Board of Deutsche Bahn AG, which was established in March 2024, met quarterly from June 2024, i.e. three times during the reporting period. The committee dealt with the complex structural and technical issues relating to major infrastructure projects in particular, especially issues relating to the general modernization. At its December meeting, the committee regularly discussed the project and capital expenditure planning for the rail infrastructure in accordance with its assigned tasks in preparation for the Supervisory Board’s decision on the project and capital expenditure planning for DB Group.

The Mediation Committee established in accordance with Section 27 (3) of the Co-Determination Act (MitbestG) did not have occasion to meet in the year under review.

Corporate governance

During the year under review, the Management Board and Supervisory Board of DB AG again considered the further development of corporate governance. The Federal Government adopted the Public Corporate Governance Code of the German Federal Government (PCGK) by cabinet resolution on July 1, 2009, and amended it by way of a resolution on September 16, 2020, and again by resolutions on December 13, 2023, and November 6, 2024. The PCGK sets out the essential provisions of applicable law governing the management and monitoring of non-listed companies in which the Federal Republic of Germany holds a majority stake, while outlining the internationally and nationally acknowledged principles of good and responsible corporate management. The Supervisory Board of DB AG dealt with the application of the PCGK within DB Group. At the time of reporting, the about 100 recommendations have been largely implemented. The Supervisory Board will continue to address this matter in the 2025 financial year and discuss the progress of its implementation with the Management Board.

Annual financial statements

The annual financial statements and management report of DB AG as prepared by the Management Board, and the consolidated financial statements and Group management report as of December 31, 2024, were audited by KPMG AG Wirtschaftsprüfungsgesellschaft (KPMG), the auditors appointed at the Annual General Meeting, and issued with an unqualified audit opinion. The auditor’s report was the subject of the meeting of the Audit and Compliance Committee on March 21, 2025, and was discussed in detail both at a separate information event on the annual financial statements for the Supervisory Board of DB AG on March 17, 2025, and again at the Supervisory Board’s financial statements meeting on March 26, 2025, in the presence of the auditors who signed the audit report. The auditors reported on the salient audit findings and were available to answer questions. The Supervisory Board concurred with the audit findings. The Su­­pervisory Board examined the annual financial statements and the management report of DB AG as well as the consolidated financial statements and the Group management report for the year under review and the proposal for the disposition of income and raised no objections. The DB AG annual financial statements for the 2024 financial year were approved and thereby adopted. The auditor additionally reviewed the report on relationships with affiliated companies prepared by the Management Board. The auditors issued an unqualified audit opinion and reported on their audit findings. The Supervisory Board also reviewed this report, raising no objections concerning the Management Board’s concluding declaration contained in the report or the result of the audit conducted by KPMG.

Changes to the Supervisory Board and Management Board

The following changes were made to the Management Board of DB AG in the 2024 financial year:

At its meeting on September 18, 2024, the Supervisory Board reappointed Ms. Evelyn Palla and Dr. Michael Peterson as members of the Management Board of DB AG for the period from July 1, 2025, to June 30, 2030. Ms. Palla will continue to head the Regional Transport Board division, while Dr. Peterson will remain in charge of the Long-Distance Passenger Transport Board division.

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

The Supervisory Board mandate of Mr. Jens Schwarz expired at the end of October 31, 2024, as he entered the retirement phase of his partial retirement. As his successor, Ms. Nadja Houy was appointed as a member of the Supervisory Board by the Charlottenburg Local Court with effect from November 1, 2024.

Mr. Bernd Reuther resigned from the Supervisory Board with effect from the end of November 28, 2024. Dr. Irina Soeffky, Head of the National, European and International Digi­­tal Policy Division (BMDV), was elected as his successor as a member of the Supervisory Board at an extraordinary general meeting on December 5, 2024.

Berlin, March 2025

For the Supervisory Board

Werner Gatzer
Chairman of the Supervisory Board 
of Deutsche Bahn AG