DHL : Articles of association (DPAG Articles of Association 2025 06 06)

Articles of Association of Deutsche Post AG as of June 06, 2025

1. General § 1 Name, Registered Office and Fiscal Year of the Company

   1. The name of the Company is Deutsche Post AG.

   2. The Company has its registered office in Bonn.

   3. The fiscal year is the calendar year.

   § 2 Object of the Company

   1. The object of the Company is the provision of services in the communications, transport and logistics sectors, and particularly in the postal sector.

   2. The Company may engage in any and all other actions and transactions that appear suited to fulfilling the object of the Company. For this purpose, it may especially offer products and services, also for the account of third parties, particularly via its sales branches. It may also, either domestically and abroad, form, acquire, or acquire equity interest in any other enterprises of the same or similar nature, or enterprises in the banking and financial services sector, or manage such enterprises, or restrict itself to managing its investments. It may hive-down its business operations, in whole or in part, to affiliated companies.

   § 3 Appointment of the Federal Institute for Postal and Telecommunications Deutsche Bundespost

   The Company vests in the Federal Institute for Postal and Telecommunications Deutsche Bundespost any responsibility for matters within the meaning of Section 3 (2) of the Federal Institute for Posts Act. To this end, it shall enter into contracts for services against payment with the Federal Institute.

   § 4 Notices and Information

   1. The Notices of the Company shall be published in the Federal Gazette (Bundesanzeiger).

   2. The Company is authorized to provide information to holders of listed securities of the Company by remote data transmission, subject to their consent.

2. Share Capital and Shares

§ 5 Amount and Division of the Share Capital

1. The Company's share capital amounts to Euro 1,200,000,000 and is divided into 1,200,000,000 no par shares (shares without nominal value).

2. The Management Board, with the consent of the Supervisory Board, is authorized to increase the Company's share capital until May 1, 2030 by up to EUR 150,000,000 by issuing up to 150,000,000 no-par value registered shares against cash and/or non-cash contributions (Authorized Capital 2025). The authorization may be used in full or for partial amounts. The shares may be taken over by one or more financial institutions or other companies that fulfill the requirements of Section 186 (5), sentence 1 AktG, subject to the stipulation that they offer the shares to shareholders for subscription (indirect subscription right).

   The shareholders are generally entitled to a subscription right. However, with the consent of the Supervisory Board, the Management Board is authorized to exclude the shareholders' subscription rights to shares, in particular:

   • for fractional amounts arising due to the subscription ratio;

   • to the extent it is necessary in order to grant holders of previously issued bonds with warrant or conversion rights or conversion obligations a subscription right to new shares to the extent they would be entitled after exercising the warrant or conversion rights or following satisfaction of the conversion obligation;

   • if the shares are issued against cash contributions and the issue price of the new shares is not substantially lower than the market price of the Company's shares with identical features already listed as of the date on which the issue price is finally determined and the issued shares do not exceed a total of 10% of the

     Company's share capital as of the date on which this authorization enters into force or - if this amount is lower - is exercised; other shares and subscription rights for shares issued, sold or granted since the adoption of this authorization under the exclusion of shareholders' subscription rights pursuant to or in application mutatis mutandis of Section 186 (3) sentence 4 AktG shall be counted towards this 10% threshold; shares issued or to be issued for the servicing of bonds with warrants, convertible bonds and/or participating bonds, as well as profit participation certificates to the extent the bonds and/or profit participation certificates have been issued during the term of this authorization under exclusion of subscription rights in application mutatis mutandis of Section 186 (3) sentence 4 AktG shall also be counted towards this 10% threshold;

   • if the new shares are to be issued in connection with shareholding or other share-based programs to members of management of an affiliated company or to employees of the Company or an affiliated company, whereby the employment at or membership in the corporate body of the Company or an affiliated company must exist as of the grant date of the share issuance; as permitted pursuant to Section 204 (3) sentence 1 AktG, the contribution to be made for the new shares can be covered by that portion of the net income for the fiscal year which the Management Board and the Supervisory Board may transfer to other earnings reserves pursuant to Section 58 (2) AktG;

   • if the new shares are to be used for an initial offering of the Company's shares on a foreign exchange on which the shares have not previously been admitted for trading; the authorization applies mutatis mutandis for the initial public offering of receipts or certificates representing shares;

   • for capital increases against non-cash contributions for purposes of corporate mergers or the acquisition of companies, parts of companies, equity interests in companies (including increasing existing interests) or other assets;

   • if and to the extent that the Management Board offers shareholders the option for a due and payable dividend claim vis-à-vis the Company to be paid (in full or in part) through the issue of new shares from Authorized Capital 2025 in lieu of cash payments.

     The Management Board will utilize the authorization to exclude shareholders' subscription rights only if and to the extent that the total proportion of the share capital attributable to those shares does not exceed 10%. For the purpose of issuing new shares in connection with shareholding or other share-based programs, the Management Board will utilize the authorization to exclude shareholders' subscription rights only if and to the extent that the total proportion of the share capital attributable to those shares does not exceed 5%. If, during the term of the authorization up to the time of its complete utilization, other authorizations already existing at the time the resolution on this authorization is taken to issue new shares

     in the Company or to issue rights that allow or create an obligation to subscribe to new shares in the Company are used and statutory subscription rights of the shareholders are excluded, the issued shares or rights to subscribe to shares shall be counted toward the above 10% threshold, unless the issue of the shares or rights to subscribe to shares serves the servicing of share-based remuneration programs. Shares being issued based on convertible bonds already being issued are also taken into account if the convertible bonds have been issued under exclusion of the statutory subscription right of the shareholders.

     The Management Board is authorized, with the consent of the Supervisory Board, to stipulate the additional content of the share rights and the conditions of the share issuance.

3. The share capital is contingently increased by up to EUR 75,000,000 through the issue of up to 75,000,000 no-par value registered shares (Contingent Capital 2017). The contingent capital increase serves to grant warrant or conversion rights or to service conversion obligations as well as to grant shares in lieu of cash payments to holders of bonds issued by the Company or its Group companies in accordance with the authorization resolution of the Annual General Meeting on April 28, 2017. The new shares shall be issued at the warrant or conversion price stipulated in accordance with the authorization resolution of the Annual General Meeting on April 28, 2017. The contingent capital increase shall only be implemented if and to the extent that the holders or creditors of bonds that are issued or guaranteed based on the authorization resolution of the Annual General Meeting on April 28, 2017 exercise their warrant or conversion rights, satisfy their conversion obligations or shares are granted to holders or creditors of these bonds in lieu of cash payments and other means of satisfaction are not used for servicing. The new shares participate in profits from the beginning of the fiscal year in which they are issued. The Management Board is authorized, with the consent of the Supervisory Board, to stipulate the additional details for implementing the contingent capital increase.

4. The share capital is contingently increased by up to EUR 12,000,000 through the issue of up to 12,000,000 no-par value registered shares (Contingent Capital 2020/1). The contingent capital increase serves to grant subscription rights to members of management of the Company's affiliated enterprises and to executives of the Company and of its affiliated enterprises, provided that in the Role Classification System (RCS) of Deutsche Post DHL Group they possess an RCS grade of B through F (beneficiaries). Subscription rights may only be issued on the basis of the authorization resolution of the Annual General Meeting dated August 27, 2020. Shares shall be issued to the beneficiaries against contribution of the remuneration amount pertaining to the respective Performance Share Units issued in accordance with the authorization resolution of the Annual General Meeting on August 27, 2020, as of the issue date of the shares and by way of a non-cash contribution at the issue price in the proportionate amount of the issued shares in the share capital. This requires one share to be issued respectively against the