Annual Report 2022

a.s.r. is a public limited company which is listed on Euronext Amsterdam and governed by Dutch corporate law. It has a two-tier board governance structure consisting of an EB and a SB. The EB is responsible for the setting of the company's corporate objectives, executing the strategy and the delivery of the results. The SB is responsible for advising the EB, supervising its policies and for the general state of affairs relating to a.s.r. and its group entities. The SB also acts as employer of the EB. Next to the EB, there is also a Business Executive Committee (BEC). The task of the BEC is to support the EB in implementing and realising a.s.r.'s targets and executing the (business) strategy with the associated risk profile. More information on the governance structure can be found in chapter 5.1.2.

Legal structure

ASR Nederland N.V. is the Group’s holding company. The supervised entities (OTSOs) within the Group are ASR Schadeverzekering N.V., ASR Levensverzekering N.V., ASR Basis Ziektekostenverzekeringen N.V., ASR Aanvullende Ziektekostenverzekeringen N.V. and ASR Premiepensioeninstelling N.V.

A union exists between ASR Nederland N.V., ASR Levensverzekering N.V. and ASR Schadeverzekering N.V. through cross-membership of the EB and the SB. ASR Basis Ziektekostenverzekeringen N.V. and ASR Aanvullende Ziektekostenverzekeringen N.V. have their own EBs. The SBs of these entities consist of a combination of members of the EB and members of the SB of ASR Nederland N.V.

ASR Premiepensioeninstelling N.V. is an Institution for Occupational Retirement Provision (IORP) and has its own EB and SB.

ASR Vermogensbeheer N.V. and ASR Real Estate B.V. are two Alternavie Investment Fund Managers Directive (AIFMD)-licensed Alternatvie Investment Fund Managers (AIFM). These entities have their own EBs.

ASR Vooruit B.V. operates as an investment firm and insurance advisor. The EB of this company consists of one member of the EB of ASR Nederland N.V. and one other member.

D&S Holding B.V. operates as a holding company for the entities within the segment Distribution & Services.

On 27 October 2022, a.s.r. announced the Aegon Transaction, approved by the Extraordinary General Meeting of Shareholders on 17 January 2023. For more information on the Aegon Transaction, please refer to At a glance.

General Meeting of Shareholders and consultation with shareholders

In line with a.s.r.’s articles of association, at least one Annual General Meeting (AGM) is held per annum, no later than 30 June. The main purpose of the AGM is to decide on matters as specified in a.s.r.’s articles of association and under Dutch law, such as the adoption of the financial statements. The articles of association also outline the procedures for convening and holding general meetings and the decision-making process. The draft minutes of the AGM must be published on no later than three months following the AGM. Shareholders are given three months to respond to the draft minutes. The minutes of the AGM are subsequently adopted and signed by the chair of the SB and the company secretary.

In 2022, the AGM was held on 25 May. Shareholders had the option to attend the AGM physically or virtually. A total of 74.64% of the total issued share capital with voting rights was represented, either physically or by an electronic proxy with voting instructions. The agenda of the AGM included for advisory vote the 2021 remuneration report and the proposals to adopt the financial statements, the dividend payments for the financial year 2021, the proposal to grant a discharge to each (former) member of the EB and SB from liability in respect of the exercise of their duties in the 2021 financial year, the proposals to extend the authorisation of the EB to issue ordinary shares and / or to grant rights to subscribe for ordinary shares, to restrict or exclude the statutory pre-emptive right and to acquire the company’s own shares, the proposal to cancel shares held by a.s.r. and the proposal to reappoint Sonja Barendregt as member of the SB. All agenda items were approved by the AGM. The next AGM will be held on 31 May 2023.

There were no Extraordinary General Meetings (EGMs) in 2022. On 24 November 2022, a.s.r. announced an EGM to be held on 17 January 2023. Shareholders had the option to attend the EGM physically or virtually. A total of 74.98% of the total issued share capital with voting rights was represented, either physically or by an electronic proxy with voting instructions. The agenda for the EGM included the proposal to approve the Aegon Transaction and, in relation thereto, the proposals to authorise the EB to issue ordinary shares and / or to grant rights to subscribe for ordinary shares and to restrict or exclude the statutory pre-emptive right, as well as the proposals (conditional upon closing of the Aegon Transaction), to appoint two new members to the SB, Daniëlle Jansen Heijtmajer and Lard Friese. All agenda items were approved by the EGM. Further agenda items included the proposal of the SB to reappoint Jos Baeten as member and chair of the EB, conditional upon closing of the Aegon Transaction.

Contacts with shareholders are conducted entirely in line with the policy on fair disclosure and on the basis of bilateral dialogue with shareholders (see The Group’s Disclosure Committee supervises compliance with laws and regulations in relation to the disclosure of price-sensitive information.

Anti-takeover measures

Stichting Continuïteit ASR Nederland (the Foundation) was established on 26 May 2016 under Dutch law in connection with a.s.r.’s listing on Euronext Amsterdam. The Foundation has an independent board consisting of three members. The role of the Foundation is to promote and protect the interests of a.s.r., its business and stakeholders, and to work against possible influences that could threaten the continuity, independence, strategy and / or identity of a.s.r. or its associated business to the extent that they could conflict with the aforementioned interests. If the interests of a.s.r., its business, stakeholders or continuity were to be undermined, the Foundation would be entitled - provided certain conditions under the call option agreement were to be met - to exercise a call option right on preference shares such that the number of preference shares acquired under the call option would never exceed the total number of shares forming the issued capital of a.s.r. at the time the call option was exercised, minus the number of preference shares already held by the Foundation (if any) at the time and minus one. Please refer to chapter 7.4 for more information about the Foundation.