In line with the articles of association of ASR Nederland N.V., 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 the 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 www.asrnl.com 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 2023, the AGM was held on 31 May. Shareholders had the option to attend the AGM physically or virtually. A total of 73.08% 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 following items:

• 2022 remuneration report;

• Remuneration policy for the EB and for the SB;

• Conditional remuneration of the Chairman of the EB;

• Remuneration of the SB;

• To adopt the financial statements;

• To pay a dividend for the financial year 2022;

• To grant discharge to each (former) Member of the EB and SB for the 2022 financial year;

• 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 statutory pre-emptive rights;

• To acquire the company’s own shares;

• To cancel shares held by a.s.r.;

• To reappoint Gisella van Vollenhoven and Gerard van Olphen as members of the SB;

• The proposal of the SB to reappoint Ingrid de Swart as a Member of the EB.

All agenda items were approved by the AGM. The next AGM will be held on 29 May 2024.

An Extraordinary General Meeting (EGM) was 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 following proposals:

• The approval of the Aegon transaction;

• The authorisation of 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;

• The opportunity for the EGM to make conditional recommendations to the SB;

• The appointment of two new members to the SB, Daniëlle Jansen Heijtmajer and Lard Friese (conditional upon closing of the Aegon transaction);

• The reappointment of Jos Baeten as member and Chairman of the EB (conditional upon closing of the Aegon transaction).

All items on the agenda were approved by the EGM.

Consultation with shareholders

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

Transactions with majority shareholders

In connection with the Aegon transaction, ASR Nederland N.V. and Aegon Ltd. entered into a Relationship Agreement, in which they agreed certain governance arrangements relating to ASR Nederland. The terms of the Relationship Agreement were approved by the SB and are customary in the market, as required by best practice provision 2.7.5 of the Corporate Governance Code. For more information on the Relationship Agreement, please refer to the convocation of the January 2023 EGM.

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 the interests of a.s.r., its business and stakeholders, and protect 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 are 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 section 8.5 for more information about the Foundation.