Corporate Governance Report

Unqualified Declaration of Conformity issued once again

In December 2008, the Board of Management and Supervisory Board issued an unqualified Declaration of Conformity for the seventh consecutive year. It confirms that since the previous Declaration of Conformity, Deutsche Post has complied with the recommendations of the German Corporate Governance Code as amended on 14 June 2007. We also implemented the suggestions set forth in the Code, with one exception: The Annual General Meeting can only be viewed on the internet until the start of the general debate. In the future, we will comply with the recommendations of the Government Commission on the German Corporate Governance Code as amended on 6 June 2008.

Board of Management and Supervisory Board

As a German public limited company, Deutsche Post operates under a dual management system. The Board of Management is responsible for the management of the company, and is appointed, overseen and advised by the Supervisory Board. After Dr Klaus Zumwinkel resigned as chairman of the Board of Management, Dr Frank Appel was appointed chairman on 18 February 2008. Bruce Edwards and Hermann Ude were appointed to the Board of Management effective 4 March 2008. On 25 June 2008, Dr Wolfgang Klein stepped down from his position on the Board of Management until further notice. On 10 November 2008, he left the Board of Management of Deutsche Post AG. The duties of the individual Board members were reallocated accordingly.

Dr Frank Appel initially assumed the duties of chairman of the Board of Management in addition to his other Board responsibilities. On 4 March 2008, the LOGISTICS Division – for which Dr Frank Appel had been responsible – was split into the new board departments of Global Forwarding, Freight, headed by Hermann Ude, and Supply Chain, Corporate Information Solutions, headed by Bruce Edwards. Global Mail was integrated into the MAIL Division, which is headed by Jürgen Gerdes. After Dr Wolfgang Klein ceased active participation on the Board of Management of Deutsche Post, Dr Frank Appel assumed Board responsibility for the FINANCIAL SERVICES Division from 25 June to 10 November 2008 in addition to his duties as chairman of the Board of Management.

The Supervisory Board comprises twenty members, who are listed on page 109 . Ten shareholder representatives are elected at the AGM, whilst a further ten are elected by employees in accordance with the provisions of the Mitbestimmungsgesetz (MitbestG – German co-determination act). An overview of additional mandates held by Board of Management and Supervisory Board members in those supervisory boards and bodies of other companies that are required by law may be found on pages 112 and 113. The Supervisory Board’s report on its activities in financial year 2008 is published on page 103.

At the AGM on 6 May 2008, Prof. Dr Wulf von Schimmelmann was elected to the Supervisory Board for a five-year term on an individual basis. In March 2008, an assembly of delegates elected new employee representatives to the Supervisory Board pursuant to the MitbestG. Their terms of office began upon the close of the AGM on 6 May 2008.

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