Report of the Supervisory Board

NS is socially relevant, with passionate employees and always on the move. This also applied to 2025: the first year of our new nine-year main rail network concession. We were at the start of a new partnership and a new contract to provide our services to the Netherlands. This concession is operationally and financially challenging, as passenger numbers are not yet at the desired level.

NS started this concession with panache. The operational values agreed in the concession were achieved in 2025. This is positive, but at the end of the day, what matters is that passengers enjoy their train journey. I know NS is making every effort to ensure they do, and it also remains important to listen to what our passengers think.

Works and disruptions

I am proud of how NS has performed in 2025. It was a dynamic year marked by many works on and disruptions to the railways. The Dutch railway needs major periodic maintenance. The poor condition of the track is noticeable. Something needs to be done about it, but at the same time that results in a great deal of inconvenience to passengers. I want to stress that the train journey should be predictable even when works are happening. Passengers need to know where they stand and not have to switch to an alternative mode of transport at the last minute because works have been delayed.

Operational performance

The Supervisory Board (SB) has closely monitored punctuality and seat availability: both very important operational achievements for our passengers. I am therefore pleased to see that the results in these areas have been good. NS has clearly made progress at operational level, although we definitely still have some way to go, including in terms of cleaning. Our trains are not yet clean enough, despite all our efforts. Of course, I also want to mention the stations. A lot of hard work has also gone into the stations and they are becoming more and more attractive. Together with ProRail, we recently started work on renovating Middelburg, Nijkerk and Venlo stations.

Finances

NS's financial health remained a key concern. There are still fewer passengers than before the COVID-19 pandemic. Turnover growth is needed for healthy operations and investment in the future. So that, with the basics in place, we are prepared for major passenger growth in the longer term. We made progress in this area – we are not there yet, but we are going to make it happen.

In recent years, our fares have risen less than inflation. So we are still facing a catch-up inflation deficit. That remains difficult. NS has long been living within its means. So far, we have been able to do this without compromising on operational effectiveness, but of course this cannot go on indefinitely.

Consciously choosing the train

We need to increase our capacity utilisation rate by carrying more passengers, particularly during off-peak hours and on less crowded routes. This is also necessary to keep train fares affordable. That's why we placed a strong focus on our commercial strategy. The train needs to be a good and serious alternative to other forms of transport so that customers consciously choose us. I would like to see people who do not currently travel by train also become enthusiastic about rail travel. Why should they spend 75 minutes in a traffic jam? I used to do it myself, out of habit. But now I start my train journey with a cup of coffee from the Kiosk, made by a friendly employee, and arrive at my destination relaxed. More passengers also make us more relevant. We decided to invest in new trains in 2025, to ensure we are prepared for future growth and all those generations who enjoy travelling with us.

The future of work

The future of work was another key theme. One of the things we talked about in that context was flexibility. Those who work according to a roster do not have much influence on their working hours and have to be flexible when changes occur. If you want your company to remain attractive to employees, including young people, you need to take this into consideration. Digitalisation and innovation are also playing an increasing role in the work. We see this in areas such as maintenance. I find it impressive what is already happening in this field.

Sickness absence and public safety

NS employs committed people. But the sickness absence rate is a concern. This is far too high, even compared to other companies. The lack of public safety experienced by our colleagues goes some way to explaining the high rate. NS collaborated on a documentary series by Zembla about aggression at work: those images, those stories, they were difficult to watch. The other evening on the train, I met a team from Safety & Service checking tickets. Professional and smart, I have a lot of respect for them. The way some passengers treated them was sometimes downright unacceptable. This is an issue also faced by doctors, nurses and other care providers. A sign of society's deterioration and our people operate at the heart of it. I welcome the financial support pledged by the Ministry of Infrastructure and Water Management for public safety in 2025. Among other things, we are using it to buy bodycams for main guards. It’s sad that we need to do this. As the Supervisory Board, we want our people to be able to work safely and return home safely in the evening. This issue remains high on our agenda.

The Supervisory Board is also an employer

A supervisory board supervises, but it has another excellent role. We are the employer of the Executive Board. Cooperation with the Executive Board is open and transparent, as it should be. For example, we were in regular contact about the collective bargaining negotiations and also provided clear financial frameworks for these negotiations.

Of course, there were also discussions about Wouter Koolmees' role as a scout, in November. NS was honoured that he had been asked to take on this important social responsibility. In combination with the arrangements made for the temporary fulfilment of his duties and responsibilities, the Supervisory Board therefore gave its consent.

The appointment of Daan Schut as of April 2025 means that the Executive Board once again has five members. Within the Executive Board, this ensures a focus on our customers and the required revenue growth. Daan is also in charge of the Network Development portfolio, which includes the timetable. I am also happy that we were able to reappoint Eelco van Asch as Director of Operations. This ensures the desired continuity at operational level.

An effectively functioning works council is also important: they are the eyes and ears of the company. Contact with the Central Works Council is excellent. I regularly speak to the chair, which also helps me stay sharp. We don't always agree, we don't have to. But cooperation is good and open. We also have a constructive dialogue with the shareholder and the contracting authority.

A good mix

The Supervisory Board has been enhanced with Karen de Lathouder. Our team now consists of four women and three men, with a good mix of backgrounds. The various Supervisory Board committees provide the Board with clear points of contact for specific issues.

NS is on an upward trajectory – it is important that we continue on this path and succeed in retaining more passengers. We make a fundamental contribution to the Netherlands as a whole and are part of the solution to various social issues.

Composition, working methods and meetings

Last year, Pim van der Feltz said farewell to NS at the end of his second term of appointment. We thank him for his commitment to the company. Karen de Lathouder took office in 2025. As a result, the NS Supervisory Board now has seven members. The Supervisory Board as a whole is independent within the meaning of the Dutch Corporate Governance Code. The Supervisory Board broadly subscribes to best practice stipulations 2.1.7 to 2.1.9 in the Code. The chair of the Supervisory Board meets the criteria of independence and is not a former Executive Board member of NS. In accordance with the criteria of best practice 2.1.7 and 2.1.8, each Supervisory Board member is required to be able to operate independently and critically. All of the Supervisory Board members are independent within the meaning of best practice provision 2.1.8.

The Supervisory Board met a total of nine times last year. Virtually all of these meetings were attended by all Supervisory Board Members, with an average attendance rate of 87.5%. The Supervisory Board has three permanent committees: the Risk and Audit Committee (RAC), the combined Remuneration and Appointments Committee (Renomco) and the Operational Committee (Opco). The committee attendance rate for 2025 was high. Due to her appointment with effect from 10 March 2025, Karen de Lathouder was not able to attend all meetings, but she provided her input prior to these meetings. Other Supervisory Board members who were absent during meetings also contributed prior to the meetings.

Independence and conflicting interests

Members of the Supervisory Board will not participate in discussions and decision-making around any matter or transaction where the members’ direct or indirect personal interests conflict (or could potentially conflict) with the interests of NS. In 2025, this was taken into account, for example in the sharing of documents, in relation to the supervisory board membership of one NS Supervisory Board member with an NS business partner.

Committees

The Supervisory Board has three committees: the Risk and Audit Committee (RAC), the combined Remuneration and Appointments Committee (Renomco) and the Operational Committee.

Risk and Audit Committee

On 31 December 2025, the Risk and Audit Committee (RAC) consisted of four Supervisory Board members and was chaired by Ron Teerlink. The RAC advises the Supervisory Board and prepares decisions with respect to monitoring the integrity and quality of NS’s financial and sustainability reporting and assessing the effectiveness of NS’s internal risk management and control systems. The Chair and CEO, the members of the Executive Board for Finance & Risk Management and Integrity, Risk & Compliance, the Audit Director and the external auditor attend the meetings (four in 2025) as standard. Depending on the agenda, other individuals – such as the directors of Legal Affairs and Sustainable Enterprise – were also invited. In 2025, the RAC held discussions about the 2024 financial statements and annual report, compliance with the corporate governance code, the 2025 six-monthly figures, the 2026 budget, risk management and risk appetite, the group plan for 2026-2030, plans and reports of the Internal Audit department, reports prepared by the external auditor and updates on IT and cybersecurity issues. The RAC also discussed the performance of the external audit function.

Key points from the external auditor’s management letter and early warning report include internal control, the change in accounting estimate for rolling stock, recognition of the provision for the heavy work scheme, IT and cybersecurity. The main topics from the auditor’s end-of-year report that were discussed related to NS’s results, solvency, financing, recognition of passenger revenue, recognition of the outcomes of the heavy work scheme, recognition of the main rail network concession agreements and the impairment of the main rail network. Over the course of the year, the Chair of the Supervisory Board and the Chair of the RAC held several consultations separately with the external auditor and the shareholder.

Remuneration and Appointments Committee (combined)

On 31 December 2025 the Remuneration and Appointments Committee consisted of four members and was chaired by Janet Stuijt. The Remunerations and Appointments Committee (Renomco) advises the Supervisory Board and prepares decisions in areas such as the appointment or reappointment and the performance of the Executive Board and the Supervisory Board and the remuneration policy for the Executive Board. The members of the Supervisory Board appointed on the recommendation of the Central Works Council as referred to in Book 2, Article 158(6) of the Dutch Civil Code are automatically part of the Remuneration Committee and thus of Renomco. The committee met four times in 2025. The CEO and People and IT Director also attended the meetings of this committee. The topics discussed include talent and leadership development, succession planning, remuneration for the Executive Board and the remuneration policy. The committee also considered the remuneration report, target letters, the appraisal process, the rate of absences due to sickness and succession processes.

Operational Committee

On 31 December 2025, the Operational Committee consisted of three Supervisory Board members and was chaired by Pamela Boumeester. The Operational Committee advises the Supervisory Board and prepares decisions on NS's operations. This includes operational performance, passenger forecasts, deployment and service models, network development and timetable. This committee met four times in 2025. The Director of Operations and the Director of Commerce & Network attended the committee meetings. Topics in this committee in 2025 were operational performance, train digitisation and commercial updates.

Supervisory board self-evaluation

The Supervisory Board reflects on its own performance every year. Its performance is also examined by an external agency once every three years. As the current composition of the Supervisory Board is still relatively new, the decision was taken to start the 2025 external evaluation in the first quarter of 2026 so that it will provide a more valuable evaluation.

Contact with the shareholder and contracting authority

The Supervisory Board has a sound relationship with the Ministry of Finance as NS shareholder and is in regular contact. This takes place through regular consultations such as the annual meeting and the spring and autumn consultations, as well as ad hoc meetings. In 2025, for instance, we discussed topics such as operational performance, disruptions relating to infrastructure, and personnel changes on the Executive Board and Supervisory Board. There is increasing contact between the Supervisory Board and the Ministry of Infrastructure and Water Management as NS's contracting authority.

Contact with the Central Works Council

The Supervisory Board had frequent contact with the Central Works Council in 2025, including through the standing SB-COR Committee, which in principle meets four times a year. Themes we discussed together included the start of the new main rail network concession, NS's strategy, operational performance and NS's financial situation. Safety, public safety, sickness absence, results from the staff satisfaction survey and cooperation with stakeholders such as ProRail and the Ministry of Finance and the Ministry of Infrastructure and Water Management were also discussed. The Supervisory Board also had two ‘Section 24 Works Council Act meetings’ with the Central Works Council and the Executive Board. The Supervisory Board appreciates the atmosphere of constructive cooperation and the confidential relationship between the Central Works Council and the Supervisory Board.

Relationship with the external auditor

The external auditor attended most meetings of the Risk and Audit Committee. The external auditor did not attend the September meeting due to the narrower agenda. The external auditor also attended the meetings of the full Supervisory Board at which the financial statements and six-monthly figures are discussed. In addition, the RAC consults with the external auditor without the Executive Board being present. As in previous years, the RAC evaluated the external auditor’s performance and issued feedback to the Supervisory Board.

Advice to shareholders on the financial statements

The financial statements for 2025, as prepared by the Executive Board, were discussed by the Supervisory Board in the presence of the external auditor. The financial statements are accompanied by the Executive Board’s report. We propose that the General Meeting adopt the 2025 financial statements. We also invite our shareholder to discharge the Executive Board and the Supervisory Board from their liabilities.

A word of thanks

Finally, on behalf of the Supervisory Board, I would like to thank all 21,000-plus NS employees for their efforts during a challenging year marked by a large number of disruptions and works. Together, they ensured a good operational performance by NS despite these circumstances. They were there for their passengers 24 hours a day with a strong sense of responsibility. My sincere thanks also go to the Executive Board for the excellent results and their teamwork. The Netherlands should be proud of this company that plays such an important role in society.

On behalf of the Supervisory Board,

Herman Dijkhuizen, chair

Utrecht, 2 March 2026