Law and contracts

Vehicle deliveries in 2025 took place in a challenging business environment. Nevertheless, operating difficulties in regional transport continued to arise as a result of delayed vehicle deliveries and vehicle defects. In regional transport, this results in breaches of contract or non-performance vis-à-vis the contracting organizations. This results in higher expenses and contractual penalty payments. Any resulting compensation claims are asserted against the manufacturers.

Infrastructure disruptions and failures to meet punctuality targets increase the risk of provisions in transport contracts regarding train cancellations (failure to provide services) and contractual penalties (failure to provide services of the required quality), as well as the potential liability of DB InfraGO for damages, such as toward TOCs.

In addition, risks, in particular, from warranty and other liability provisions, may also arise from other contractual relationships. This relates, for example, to the disposal of companies, real estate or other material assets.

Provisions have been recognized for existing legal and contractual risks based on an assessment of their probability of occurrence.

Risks also result from lawsuits due to noise emissions from rail operations. To address supposedly unreasonable annoyances, residents are partially demanding active noise protection measures, partially financial compensation for passive noise protection measures and partially damage compensation payments.

Compliance with current laws, company guidelines and recognized regulatory standards is the duty and obligation of every DB Group employee. DB Group’s compliance organization is responsible for ensuring that all activities comply with regulations.

With its very high procurement volume and about 20,000 suppliers, DB Group is one of the largest purchasers in Germany. Large-scale capital expenditures mean that the infrastructure business units in particular are exposed to a significant risk of becoming the target and victim of corruption, cartel agreements or fraud. As a provider of grants, the Federal Government places high compliance demands on DB Group in the form of its anti-corruption guideline.

Opportunities arise from the discovery of cartels that operated in the past and the enforcement of claims for damages against cartel members. DB Group is pursuing claims for damages in several cases. Among other things, these cases involve instances of anti-trust behavior in the truck, passenger car, rail, elevator and escalator industries, as well as in the pre-stressed steel and Girocard sectors, and claims relating to the “emissions scandal.” In other cases, DB Group is still investigating whether any damage has occurred. DB Group has used an innovative antitrust screening tool since the beginning of 2022. In that time, the tool has identified conspicuous patterns in pricing or bidding behavior and can provide valuable information on illegal supplier agreements.

If the European Court of Justice does not rule that the price cap for regional rail transport enshrined in the ERegG is unlawful, the current limit on the annual rate of increase for train-path prices in regional rail transport would in all likelihood remain in place, and significant price increases in long-distance and freight transport would likely result.

Several companies within the Brenntag Group filed an arbitration claim against DB US Holding Corp. in October 2025. The basis for the arbitration claim is an indemnification provision agreed upon in the 2003 contract for the disposal of the Brenntag Group. The indemnification covers various liability risks associated with past transactions of US companies within the Brenntag Group that were not assumed by the acquirer at the time. In their arbitration claim, they are seeking payment of about USD 20 million, as well as a declaration of liability for future damages incurred by the plaintiff Brenntag companies. DB US Holding Corp. has agreed to a corresponding indemnification claim against National Indemnity Company, to which these risks were transferred in 2007.

There are also risks associated with ongoing proceedings (national authorities or the European Commission) against companies in DB Group or the Federal Republic of Germany, the outcome and the potential consequences of which are not yet foreseeable. Due to the approval requirements of the European Commission’s state aid proceedings into DB Cargo, there are significant risks to the going concern of DB Cargo AG, resulting in financial risks for DB Group. The transformation of DB Cargoµ 89 ff. that has been initiated is a necessary prerequisite for compliance with the requirements set by the European Commission. If the restructuring plan cannot be adhered to, further support for DB Cargo AG by DB Group would probably only be possible in return for more far-reaching conditions, including the extensive dismantling of DB Cargo AG, which would place a substantial financial burden on DB Group. Risks at DB Cargo can lead to liquidity bottlenecks at DB Cargo AG and consequently to effects on DB Cargo’s operating business, among other things. These risks arise, in particular, from a delay in the ramp-up of transformation measures, economic developments and the market environment, a reduction in train-path price support and reduced transport volumes due to trade conflicts.

DB Cargo AG’s transformation plan assumes a balanced liquidity position even under the risk scenario for the forecast period. Based on the assumptions in the risk scenario, this entails the following conditions:

• The revenue forecasts in the risk scenario can be achieved as planned and the proposed measures – including the competition requirements – will be fully implemented within the planned time frame, while any additional liquidity measures to be implemented will be successfully carried out.
• In the event of a deviation from the plan, the European Commission will accept the necessary adjustments to the restructuring plan subject, potentially leading to additional conditions, own contributions and commitments that are feasible.
• The conditions set forth in DB AG’s financing commitment are met and DB Cargo AG succeeds in complying with the covenants that will form the subject matter of the financing agreements to be concluded pursuant to the financing commitment.

This creates significant uncertainty at DB Cargo AG, which could raise serious doubts about the company’s ability to continue as a going concern and constitutes a risk that threatens the company’s continued existence within the meaning of Section 322 (2) Sentence 3 HGB.