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 six extraordinary meetings. Furthermore, the Supervisory Board began a new term of office with a constituent meeting following the regular expiry of the previous term of office. The 2024 annual financial statements were also presented to the Supervisory Board at an information event in preparation for the resolution at the financial statements meeting. 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 16 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. In 2025, discussions in the plenary meeting focused on issues relating to revenue, profit and employment development in the individual business units, the debt situation of Deutsche Bahn Group (DB Group) and the course of significant capital expenditure and equity investment projects. Particular emphasis was placed on the economic and operational situation as well as the financing of infrastructure by the Federal Government, including train-path price support, since, following the end of the Government coalition in November 2024, the conditions for expected inflow of funds from the Federal budget to finance infrastructure projects could not be established as anticipated, given that the 2025 Federal budget was no longer adopted in 2024. The discussions again focused on improving both the operational situation and the financial key figures of DB Group and the transformation of DB Cargo. Other focal points in the second half of 2025 were the reorganization of the Management Board of DB AG with the appointment of a new Chair and three new Management Board members and the termination of the appointment of four Management Board members, as well as the measures derived from the “Agenda for Satisfied Rail Customers” published by the Federal Ministry of Transport (Bundesministerium für Verkehr; BMV) and their implementation in DB Group. At its meeting in December 2025, the Supervisory Board also resolved to reduce the size of the Management Board as proposed in the BMV agenda. The allocation of responsibilities within the Management Board has been restructured, including the dissolution of the Infrastructure and Digitalization & Technology Board divisions.

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 in particular discussed the short-term postponement of the commissioning date planned for the 2026 schedule change in detail with the Man­agement Board. The Supervisory Board discussed other important individual matters and passed the necessary resolutions. These included the conclusion of the third addendum to the Performance and Financing Agreement III, the increase in DB funds requirements for the existing network, the sale and leasing of rolling stock, the approval of infrastructure projects, especially corridor modernizations, but also new construction and expansion projects such as the Stuttgart Digital Hub (third expansion stage) and the realiza­­tion of the Fehmarn Belt fixed link. The Supervisory Board also resolved on the reappointment of a member of the Management Board of DB AG during the reporting period. At its regular meeting in December, the Supervisory Board also discussed and approved the budget for 2026 as well as the project and capital expenditure plans for the years 2026 to 2030.

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 three regular meetings and one extraordinary meeting 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. Discussions focused on the restructuring and transformation of DB Cargo, the service concept at DB Long-Distance and the situation at DB Vehicle Maintenance. 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 discussed in detail the respective risk report and the submitted budget and capital expenditure planning for 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 regularly reports there on his work as well as on cases of relevance to DB Group (for the compliance instruments in the sustainability statement with reference to the ESRS). 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.

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 impact of the train-path pricing system, the status of major capital expenditure plans and projects, and in particular the cost calculation methodology and risk management, 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. The main focus of the work was the reorganization of the Man­agement Board during the reporting period, which entailed considerable changes to the composition of the Management Board. In addition to the severance agreements discussed by the committee in preparation for the plenary decision, the committee also accompanied the selection process for the new members of the Management Board appoint­­­ed during the reporting period and prepared the resolution by the plenary meeting. The Personnel Committee also discussed the determination of the target achievement for the Management Board for the 2024 financial year and the development of targets for the Management Board for 2026. 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 DB AG met on a quarterly basis, that is four times during the reporting period. The committee dealt with the complex structural and technical issues relating to major infrastructure projects in particular, such as Stuttgart 21 and the Munich 2nd S-Bahn (metro) Main Line, as well as issues relating to corridor 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 companies not listed on the stock exchange 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 2026 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, 2025, 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 20, 2026, 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 13, 2026, and again at the Supervisory Board’s financial statements meeting on March 26, 2026, 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 2025 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 2025:

At its meeting on January 20, 2025, the Supervisory Board of DB AG reappointed Mr. Martin Seiler as a Management Board member of DB AG and Labor Director for the period from January 1, 2026 to December 31, 2030. Mr. Seiler will continue to be responsible for the Human Resources and Legal Affairs Board division.

At its meeting on May 6, 2025, the Supervisory Board of DB AG acknowledged the early termination of Dr. Levin Holle’s appointment due to his resignation with effect from the end of the same day. Dr. Holle stepped down from the Management Board at his own request in order to take up a senior position in the Federal Chancellery. At its meeting on October 30, 2025, the Supervisory Board resolved to appoint Ms. Karin Dohm as a member of the Management Board of DB AG with effect from December 1, 2025, and to assign her the 
responsibility for the Finance Board division.

At its meeting on September 23, 2025, the Supervisory Board of DB AG resolved the termination of Dr. Richard Lutz’s appointment with effect from the end of September 30, 2025. At the same meeting, the Supervisory Board of DB AG appointed Ms. Evelyn Palla as CEO with effect from October 1, 2025, and assigned her the position of Chair of the Management Board.

At its meeting on October 30, 2025, the Supervisory Board of DB AG resolved to appoint Mr. Harmen van Zijderveld as a member of the Management Board of DB AG with effect from November 1, 2025, and to assign him the responsibility for the Regional Transport Board division.

At its meeting on October 30, 2025, the Supervisory Board of DB AG resolved the termination of Dr. Sigrid Nikutta’s appointment with effect from November 15, 2025. At the same meeting, the Supervisory Board of DB AG resolved to appoint Mr. Bernhard Osburg as a member of the Management Board of DB AG with effect from November 15, 2025, and to assign him the responsibility for the Freight Transport Board division.

At its meeting on October 30, 2025, the Supervisory Board of DB AG resolved the termination of Mr. Berthold Huber’s appointment with effect from the end of October 31, 2025.

At its meeting on December 10, 2025, the Supervisory Board of DB AG resolved the termination of Dr. Daniela Gerd tom Markotten’s appointment with effect from the end of December 31, 2025.

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

The term of office of the members of the Supervisory Board 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 members of the Supervisory Board delegated by the Federal Government, Mr. Werner Gatzer, State Secretary Anja Hajduk and State Secretary Susanne Henckel, expired 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 expired on a regular basis at the end of the Annual General Meeting on March 26, 2025. The meeting of delegates on March 12, 2025, also 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 constituent meeting of the Supervisory Board, which also took place on March 26, 2025, Mr. Werner Gatzer was re-elected as Chairman of the Supervisory Board and Mr. Martin Burkert as Deputy Chairman of the Supervisory Board.

State Secretary Susanne Henckel resigned from the Supervisory Board of DB AG with immediate effect on June 3, 2025, as her new role as State Secretary in the Ministry of Economic Affairs, Transport, Employment, Technology and Tourism of the state of Schleswig-Holstein did 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 the Supervisory Board of DB AG on September 26, 2025 with effect from October 24, 2025.

The Supervisory Board expresses its gratitude to the members who have departed from the Supervisory Board and Management Board for their dedicated and constructive support for the benefit of the company.

The Supervisory Board wishes to thank the Management Board, all employees and the employee representatives of DB AG and its affiliated companies for their efforts in the year under review.

Berlin, March 2026

For the Supervisory Board

Werner Gatzer

Aufsichtsratsvorsitzender 
der Deutschen Bahn AG