DB Code of Conductfor Business Partners
Purpose of the DB Code of Conduct for Business Partners
In this DB Code of Conduct for Business Partners, Deutsche Bahn Group (DB Group) has defined
its requirements and principles for its business dealings with its business partners, in particular
those relating to compliance with ethical standards, applicable laws as well as integrity. Business
partners are all non-DB Group companies that supply goods and services to the DB Group. These
can, for example, be suppliers, consultants, agents or other providers of goods and services. DBGroup’s business partners shall ensure that they implement and comply with the principles set
out in this DB Code of Conduct for Business Partners in all business areas worldwide and in their
supply chain.

01 DB Group is dedicated to sustainability and to fulfilling its obligations under the German Supply
General Principles

Chain Due Diligence Act (LkSG). The DB Group has made a commitment to the United Nations
to comply with the Ten Principles of the UN Global Compact. We are additionally committed tocomplying with the objectives of the UN Guiding Principles on Business and Human Rights(UNGP) and the OECD Guidelines for Multinational Enterprises. The DB Group, its management
and its employees respect and comply with the DB Code of Conduct and our Policy Statement(LkSG-Grundsatzerklärung).

Commercial success and socially responsible actions do not contradict each other – in fact, they
are interdependent. We consider sustainable and responsible business practices to be an important basis for cooperation with our business partners.
Therefore, our business partners shall

carry out their business activities with integrity, i.e. in accordance with the standards set out
in this DB Code of Conduct for Business Partners and taking into account, in particular, thelaw applicable to them in each case and

be committed to ensuring that their own management and employees as well as their business partners along their supply chain are aware of the principles listed here and that they
comply with them, and

act honestly, responsibly and fairly.

Our suppliers must fulfil the requirements set out in this Code of Conduct for Business Partners.
We are also committed to take appropriate measures to comply with the requirements of theGerman Supply Chain Due Diligence Act (LkSG), including following responsible purchasing
practices.

02 We are convinced that social responsibility is a key factor for the long-term success of our comCorporate Social Responsibility of our Business Partners

pany and consequently an indispensable element of our value-driven corporate management.
Our business partners support us by aligning their actions with the following principles through1

appropriate measures and processes and thus minimizing environmental, social and governance(ESG) risks. Our business partners respect the following principles insofar as they do not violate
national law.
Human Rights

Our business partners respect commonly accepted human rights, i.e. the Universal Declarationof Human Rights (UDHR), the International Covenant on Civil and Political Rights (ICCPR) andthe International Covenant on Environmental, Social and Cultural Rights (ICESCR) as well as theInternational Labour Organization (ILO) Declaration on Fundamental Principles and Rights atwork.

Child labour

Our business partners reject internationally prohibited child labour and adhere to the applicableprovisions on the prohibition of child labour (ILO Conventions 138 and 182 and ILO Recommendation 190). National laws that allow exceptions to these rules in certain situations apply insofaras they fulfil the requirements of the international conventions. All measures to abolish child labour must focus on the welfare of children.

Forced labour &Our business partners are prohibited from using or tolerating, in any form whatsoever, slave labour, forced or indentured labour, debt servitude and bondage, human trafficking or involuntarylabour. They ensure that employees are not subject to inhuman or degrading treatment, or corporal or psychological threat in the workplace. The employees of our business partners must beable to freely choose their employment relationship and terminate it at their own discretion, subject to a reasonable notice period. The ILO indicators for forced labour apply, e.g. withholding ofidentity documents, withholding of wages/salaries, recruitment fees and excessive overtime. Exceptions to these rules are permitted provided they fulfil the requirements of ILO Conventions 29,
100 and 105 as well as Art. 8 ICCPR.

Modern Slavery

Equality of opportunities / diversity

Freedom of association / Right to collective bargaining

Safety / Occupational health andsafety

Our business partners promote diversity in their companies and do not tolerate sexual harassment or prohibited discrimination in recruitment and employment of employees, e.g. on the basisof national, ethnic and social origin, skin colour, health status, disability, sexual orientation, gender, age, political opinion, trade union membership, religion or belief (ILO Conventions 100 and111). Measures to strengthen and protect disadvantaged groups are supported.
Our business partners respect the freedom of association and the formation of trade unions andother forms of workers' representation and defend the rights of their employees in their businesssegments. They also respect the right of employees to freely choose their own representatives
and to negotiate collectively. Exceptions to these rules are permitted provided they fulfil the requirements of ILO Conventions 87 and 98 as well as Art. 8 ICESCR and Art. 22 ICCPR.
The safety of people, including their physical and mental health and integrity, is an utmost priority
for us and must be a core value of our business partners. They must provide a safe and healthy
working environment, including access to sufficient quantities of drinking water and clean sanitaryfacilities, as well as health-related training measures. They must provide the safety of their employees and other people working for them and the safety of their products and services, at leastin accordance with national standards. They must endeavour to continuously improve their occupational health and safety performance. Business partners with more than 250 employees should
implement an occupational health and safety management system based on the principles of ISO
45001 (or a similar standard).
In addition, our business partners minimize or eliminate, where reasonable, all sources of danger
in the workplace and do so based on the general level of knowledge regarding health and safety
in the relevant industrial sector.

Working hours

The working hours of our business partners must comply with national laws and local industry
standards as well as ILO Conventions 1, 14 and 106.

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Remuneration

Our business partners remunerate their employees and the persons working for them appropriately and in accordance with the applicable laws and industry standards at the place of work or
the local living wage, whichever is higher. If the payment of a living wage is not immediately
economically feasible, they undertake to gradually raise their wages to this level within a reasonable period of time. They ensure equal pay for equal work without discrimination.

Regular employment

Our business partners comply with national and international laws and industry standards regarding the classification and treatment of employment relationships, e.g. as personnel, subcontractors, independent contractors, etc. In general, labour services must be provided on the basis ofa regular employment relationship or employment letter in accordance with national laws andindustry standards. The terms and conditions must be communicated in a language understandable to applicants prior to hiring.

relationships

Data Protection

Our business partners comply with national and international laws for the protection of personaldata, particularly of employees, business partners and customers.

Confidentiality

Our business partners treat all information about the cooperation with the DB Group that has notbeen published and is not generally known as confidential.

Environmental pro-

Our business partners comply with the applicable environmental laws, regulations and standards.
In particular, our business partners must not cause harmful soil changes, water pollution, air pollution, harmful noise emissions or excessive water consumption (in each case in accordance withnational limits, unless these are obviously inadequate), especially if this significantly impairs thenatural basis for the preservation and production of food, denies a person access to safe drinking
water, impedes or destroys a person's access to sanitary facilities or damages a person's health.

tectionWe require our business partners to comply with the Minamata Convention on Mercury, theStockholm Convention on Persistent Organic Pollutants (POPs) and the Basel Convention on theControl of Transboundary Movements of Hazardous Wastes and their Disposal.
Our business partners are taking measures to combat climate change, adapt to climate change,
develop a comprehensive circular economy and protect biodiversity and ecosystems. In particular, they increase energy efficiency and the use of renewable energy and reduce emissions, noise
and their consumption of materials and resources. Appropriate environmental protection shouldinclude, for example, the introduction of an environmental management system in accordancewith the principles of DIN EN ISO 14001 (or a similar standard).
Unlawful eviction or
seizure of property

Use of security
forcesOur business partners respect property and participation rights as protected by national and international law. This includes the protection of "legitimate tenure rights" against unlawful expropriation and protection against evictions that violate the right to an adequate standard of living.
For projects that require large amounts of land, water and forest in an environment with highlevels of corruption, (post-)conflict or the presence of indigenous peoples, proactive measures
are required, such as ensuring appropriate participation (ILO Convention 169).
Our business partners are obliged to instruct and control the private or public security forces they
deploy in such a way that their deployment does not lead to unlawful harm to life and limb orviolate the freedom of association or the UN Convention against Torture and Other Cruel, Inhuman or Degrading Treatment or Punishment.

03 DB Group does not tolerate any form of corruption and other unfair business practices. TransAnti-Corruption and Trade Complianceparency and openness are essential requirements for DB Group in order to ensure trust andcredibility in business and in our dealings with business partners.

3Corruption

Our business partners do not tolerate any form of corruption or economic crime by their own
employees or third parties. With regard to third parties, this is applicable both to third parties
commissioned directly by business partners or by employees and also to commissioned thirdparties in the supply chain.

Behaviour towards

Our business partners do not tolerate any form of unlawful tangible and intangible benefits (including their offering) to public officials or persons comparable to these (irrespective of whether
these offerings are made directly or indirectly through third parties). Facilitation payments areprohibited.

Public Officials

Politics and Parties

Any unlawful tangible and intangible benefits of any kind to political parties, their representatives
or to holders of public offices or candidates for political offices are also not tolerated by our business partners.

Invitations andIn connection with their business activities for DB Group, our business partners accept invitations
only or grant invitations only if they are appropriate, not in anticipation of any improper benefits
in return or any other preferential treatment and do not violate applicable laws (in particular anticorruption laws). The same applies to the acceptance or granting of any gifts or other considerations or advantages of any kind.

Gifts

Donations / Sponsoring

Consultants /Agents / Brokers

Avoidance of Conflicts of Interest

Money launderingand financing of ter-Donations are only made on a voluntary basis by our business partners and not in anticipation ofany consideration in return. Sponsoring of individuals, groups or organizations will not be used inorder to obtain unlawful business advantages.
Any remuneration paid to consultants, agents, brokers and/or other intermediaries must not serve
to provide business partners, customers and other third parties with unfair advantages. Our business partners choose their consultants, agents, brokers and other intermediaries diligently andon the basis of appropriate selection criteria.
Our business partners and their employees avoid conflicts of interest in which their personal or
their own financial interests collide with the interests of the company or the DB Group which could
lead to corruption risks.
Our business partners take suitable measures within their companies to prevent money laundering and the financing of terrorism in those companies.

rorismEmbargoes, sanctions, export and import controls

Our business partners ensure strict compliance with all applicable laws and regulations on theimport and export of goods, services and information as well as with the applicable embargoes
and sanctions, especially with regard to international business activities.

04 DB Group strives to always act as a fair and responsible market participant and expects the sameConduct of our Business Partners in Competition
from its business partners.

Competition andCartel Laws

Our business partners comply with all relevant competition laws. In particular, they do not makeagreements and arrangements that influence prices, conditions, strategies or customer relations,especially regarding participations in tender procedures. The same applies to the exchange ofcompetitively sensitive information or for any other conduct that unlawfully restricts or may restrict
competition.

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Commitment tocompliance internally and in the supply chain

Monitoring undAudits

Compliance with the DB Code of Conduct for Business Partners
Our business partners take appropriate measures to comply with the principles set out in this DB
Code of Conduct for Business Partners, both internally and within their supply chains. We requireappropriate measures to eliminate violations and the most serious risks without delay. In the areaof ESG risks, this means continuous and risk-based improvement and appropriate response toprioritised risks and violations. Our business partners carefully select the suppliers they engage
with in the course of their work for the DB Group. They make reasonable efforts to oblige theirown business partners to also comply with the principles set out in this DB Code of Conduct for
Business Partners or equivalent standards and to pass them on to their own business partners
and ensure that these principles are also observed by them. We support our suppliers, especiallysmall and medium-sized enterprises (SMEs), in taking appropriate measures on the basis of risk
analyses we have carried out.
The DB Group may implement monitoring measures (including through third parties) to monitor
compliance with these Principles, including the use of questionnaires, on-site audits of facilities
in serious cases, review of available information or other measures necessary to verify a business
partner's performance. Business partners are expected to co-operate with the DB Group and/or
share information as necessary to demonstrate that the business partner itself complies with theprinciples listed here and also promotes them with appropriate measures in its supply chain.

Training

Our business partners regularly train their employees and the persons working for them on a riskbased basis in dealing with and complying with the principles set out in this DB Code of Conductfor Business Partners or equivalent documents. The implementation of training courses must bedocumented.

Reports / Whistle-Our business partners inform their employees and the persons working for them that they canreport violations of this Code and how to do so. For this purpose, they can contact the DB Group's
whistleblowing system1 or an equivalent internal or external system. If there is a high risk of injury,
business partners should also inform local residents about the grievance mechanisms.

blowing to DBGroupOur business partners use the opportunity to make reports on criminal or regulatory offences that
violate the principles set out here and were committed in the course of their business activities
for the DB Group and which may have effects on DB Group through the existing whistleblowing
system of DB Group.1
DB Group responds appropriately to this information and treats it confidentially in accordancewith the statutory provisions.
Protection of Whistleblowers

Consequences

Our business partners do not tolerate any retaliation against persons who report violations of theprinciples set out in this DB Code of Conduct for Business Partners or against other personscovered by whistleblower protection.
DB Group emphasizes cooperative business dealings with its business partners. For minor or
potential violations of this DB Code of Conduct for Business Partners and in the event of violations of the ESG requirements (Chapter 02) a business partner is therefore given the possibility
to implement appropriate corrective actions within a reasonable time, if the business partner isprincipally willing to remedy the violation and improve.
For serious violations (particularly in case of crimes committed) or in the event of a lack ofcooperation despite a reasonable deadline or if an improvement is not to be expected due to theexternal conditions (e.g. extreme local crisis situations such as civil war), DB Group reserves theright for adequate legal steps against the respective business partner. This can also lead to an1

www.deutschebahn.com/whistleblowing

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immediate termination of the contract or business relationship and the assertion of claims fordamages and other rights. In exercising its rights, the DB Group is committed to observing theprinciples of responsible disengagement as described in the OECD Due Diligence Guidance for
Responsible Business Conduct.
Where to find furtherInformation

For more information, see www.deutschebahn.com/compliance-english. In case of doubt orquestions, please contact your contact person at DB Group. In addition, you always have thepossibility to directly contact DB Group Compliance.

06 Pursuant to Management Board decision of DB AG/DB ML AG of 10 July 2012 as amended by
Effective Datedecision paper dated 3 December 2018 and Management Board decision of DB AG dated
21.11.2023.

Version 3.0
Coordination:

Effective as of: 01.02.2024
Lutz Cauers (CCO)

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Published by Deutsche Bahn AG
Phone +49 30 297 61666