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 PCGK 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 Management Board members 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 Supervisory Board members 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 Supervisory Board members along with their functions and job titles can be found in the notes to the consolidated financial statements. The share of employee representatives was 52.6 % as of December 31, 2025, with one seat vacant as of the reporting date. The share of independent members on the Supervisory Board was 21 % as of December 31, 2025.

The following changes were made to the Supervisory Board of DB AG in 2025:

• The term of office of the Supervisory Board members elected by the Annual General Meeting, Mr. Stefan Gelbhaar, Prof. Dr. Susanne Knorre, Ms. Daniela Mattheus, Ms. Dorothee Martin, Mr. Michael Sven Puschel, Dr. Immo Querner and Dr. Irina Soeffky, and the Supervisory Board members delegated by the Federal Government, Mr. Werner Gatzer, State Secretary Anja Hajduk and State Secretary Susanne Henckel, ended as scheduled at the end of the Annual General Meeting on March 26, 2025. At this Annual General Meeting, Dr. Andreas Kerst, Prof. Dr. Susanne Knorre, Mr. Frank Krüger, Ms. Daniela Mattheus, Mr. Michael Sven Puschel, Dr. Immo Querner and Dr. Irina Soeffky were elected to the Supervisory Board of DB AG as shareholder representatives with effect from March 26, 2025, for the period until the end of the Annual General Meeting that resolves on the approval of their actions for the fourth financial year after the beginning of their term of office. The Federal Minister for Digital and Transport appointed Mr. Werner Gatzer, State Secretary Anja Hajduk and State Secretary Susanne Henckel directly to the Supervisory Board of DB AG as additional shareholder representatives with effect from March 26, 2025.
• The term of office of the employee representatives Mr. Martin Burkert, Mr. Ralf Damde, Mr. Jörg Hensel, Ms. Nadja Houy, Ms. Cosima Ingenschay, Mr. Alexander Kaczmarek (representative of the executives), Ms. Heike Moll, Mr. Manfred Scholze, Mr. Klaus-Peter Schölzke and Mr. Veit Sobek on the Supervisory Board also ended as scheduled at the end of the Annual General Meeting on March 26, 2025. The delegate’s assembly on March 12, 2025, elected the following employee representatives to the Supervisory Board of DB AG for the term of office beginning on March 26, 2025: Mr. Thomas Brandt, Mr. Martin Braun, Mr. Martin Burkert, Mr. Ralf Damde, Ms. Nadja Houy, Ms. Cosima Ingenschay, Mr. Alexander Kaczmarek (representative of executives), Ms. Heike Moll, Mr. Manfred Scholze and Mr. Klaus-Peter Schölzke.
• At the inaugural meeting of the Supervisory Board, which also took place on March 26, 2025, Mr. Werner Gatzer was reelected as Chairman of the Supervisory Board and Mr. Martin Burkert as Deputy Chairman of the Supervisory Board.
• Ms. Henckel resigned from her Supervisory Board of DB AG mandate with immediate effect on June 3, 2025, as her new role as State Secretary in the Ministry for Economic Affairs, Transport, Labor, Technology and Tourism of the State of Schleswig-Holstein does not allow her to continue to serve on the Supervisory Board of DB AG. On June 4, 2025, the Federal Minister for Transport appointed State Secretary Dr. Claudia Elif Stutz to the Supervisory Board as her successor. Prof. Dr. Susanne Knorre resigned from her Supervisory Board of DB AG mandate on September 26, 2025 with effect from October 24, 2025.

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 PCGK 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 DB 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. Within the Supervisory Board, compliance issues are monitored by the Audit and Compliance Committee. The Chairman of the Audit and Compliance Committee reports regularly to the Supervisory Board on key compliance aspects. 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 control system (ICS), as well as the audit of the annual financial statements. The Supervisory Board also monitors thematerial sustainability topics. The topic of infrastructure modernization is also monitored by the Infrastructure Committee. Sustainability topics are part of the quarterly reporting to the Supervisory Board on an ad hoc basis.

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 Supervisory Board members 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 2025 in its report. A description of the functions of the individual committees can be found on our website.

The Supervisory Board of DB AG included seven women (36.8 %) as of December 31, 2025, 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, 2025, the Management Board of DB AG included, and still includes, two women (33.3 %). A target of 50 % has also been set for the share of women on the Management Board of DB AG to be achieved by June 30, 2027.

New targets were set for DB AG from 2025 based on the Second Act on Equal Participation of Men and Women in Management Positions (Zweites Führungspositionen-Gesetz; FüPoG II). 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.

As of December 31, 2025, the share of women at the first management level below the Management Board was 33.3 %. At the second management level, the share of women was 40.0 %.

DB Group is committed to the equal participation of women and men in leadership positions. Since 2025, a new target has applied for the Group companies covered by FüPoG II. An overall target of 40 % women in leadership by December 31, 2035, was set for all four management levels at the Group companies (Supervisory Boards, Management Boards, first and second management levels). In addition, DB Group is pursuing the ambition of increasing the share of women in the overall workforce (FüPoG scope) to 28 % by the end of 2035. For more information on DB Group’s diversity and sustainability activities, please refer to the comprehensive explanations in the sustainability statement in the Annual Report.