Independent auditor's report

To: the General Meeting of Shareholders and the Supervisory Board of ASR Nederland N.V.

Report on the audit of the financial statements 2024 included in the annual report

Our opinion¹

In our opinion:

• the accompanying consolidated financial statements give a true and fair view of the financial position of ASR Nederland N.V. (‘the Group’ or ‘ASR Nederland N.V.’) as at 31 December 2024 and of its result and its cash flows for the year then ended, in accordance with IFRS Accounting Standards as endorsed by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.

• the accompanying company financial statements give a true and fair view of the financial position of ASR Nederland N.V. as at 31 December 2024 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.

What we have audited

We have audited the financial statements 2024 of ASR Nederland N.V. based in Utrecht. The financial statements include the consolidated financial statements and the company financial statements.

The consolidated financial statements comprise:

1. the consolidated balance sheet as at 31 December 2024;

2. the following consolidated statements for 2024: the income statement, the statements of comprehensive income, changes in equity and cash flows; and

3. the notes comprising material accounting policy information and other explanatory information.

The company financial statements comprise:

1. the company balance sheet as 31 December 2024;

2. the company income statement for 2024; and

3. the notes comprising a summary of the accounting policies and other explanatory information.

Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the ‘Our responsibilities for the audit of the financial statements’ section of our report.

We are independent of ASR Nederland N.V. in accordance with the ‘Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten’ (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the ‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics).

We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The information in respect of going concern, fraud and non-compliance with laws and regulations, climate-related risks and the key audit matters was addressed in this context, and we do not provide a separate opinion or conclusion on these matters.

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Information in support of our opinion

Summary

Materiality

Based on our professional judgement we determined the materiality for the financial statements as a whole at EUR 120 million (2023: EUR 120 million). The materiality is determined with reference to total equity and amounts to approximately 1.2%.

We consider total equity as the most appropriate benchmark, based on our assessment of the general information needs of users of the financial statements of listed financial institutions predominantly active in the insurance business. Total equity is a key metric, as it is important for the dividend paying potential of the Group and it is relevant for the assessment of the financial performance of the Group, including its performance under Solvency II. We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons.

We agreed with the Audit & Risk Committee of the Supervisory Board that misstatements identified during our audit in excess of EUR 6 million would be reported to them, as well as smaller misstatements that in our view, must be reported on qualitative grounds.

Scope of the group audit

ASR Nederland N.V. is a Dutch insurance company at the head of a group of components. The financial information of this group is included in the (consolidated) financial statements of ASR Nederland N.V.

In 2024, the Group is structured along five (in 2023 six, including Banking) operating segments: Non-life, Life, Asset Management, Distribution & Services and lastly Holding & Other, some of which comprising of multiple legal entities. Since we are ultimately responsible for the group audit, we are responsible for directing, supervising and performing the group audit. In this respect, we have determined the nature and extent of audit procedures to be carried out for group entities, or so-called components.

This year, we applied the revised group auditing standard in our audit of the financial statements. The revised standard emphasizes the role and responsibilities of the group auditor. The revised standard contains new requirements for the identification and classification of components, scoping, and the design and performance of audit procedures across the Group.

We performed risk assessment procedures throughout our audit to determine which of the ASR Group’s components are likely to include risks of material misstatement to the ASR Nederland N.V.’s financial statements. To appropriately respond to those assessed risks, we planned and performed further audit procedures, either at component level or centrally.

We identified 11 components associated with a risk of material misstatement. For 10 out of these 11 components we involved component auditors. We as group auditor audited the remaining component.

In supervising and directing our component auditors, we:

• Held risk assessment discussions with the component auditors to obtain their input to identify matters relevant to the group audit.

• All components in scope for group reporting purposes are audited by KPMG Netherlands. We sent detailed audit instructions to all component auditors, covering significant areas such as the identified risks of material misstatement on a group level and further set out the information that is required to be reported to the group audit team. We received written communication about the results of the work performed at component level.

• We set component performance materiality levels considering the component’s size and risk profile. Component materiality ranges from EUR 4.5 million to EUR 70 million, based on the mix of their relative size and the nature of the risks of material misstatements identified for the components, in order to reduce aggregation risk to an acceptable level.

• We held conference calls and/or had meetings with the audit teams or component auditors to discuss relevant developments, understand and evaluate their work and attend meetings with local management. During these calls/meetings, the planning, risk assessment, procedures performed, findings and observations reported to the group auditor were discussed in more detail and any additional work deemed necessary by the group audit team was then performed.

• Inspected the work performed by 10 component auditors and evaluated the appropriateness of audit procedures performed and conclusions drawn from the audit evidence obtained, and the relation between communicated findings and work performed. In our inspection we mainly focused on the valuation of the insurance contract liabilities (and indirectly the best estimate liabilities under Solvency II) and the valuation of the hard to value assets as well as procedures performed to address the risk of management override and the fraud risk over revenue recognition.

The consolidation of the financial information of components in the group, the disclosures in the financial statements and certain accounting topics that are performed on a group level were further covered by the group audit team. Procedures performed by the group audit team included, but were not limited to, substantive procedures with respect to the sale of Knab, equity and certain elements of the valuation of insurance contract liabilities.

We have performed procedures for 99% of total equity, 96% total assets and 99% of total revenue. At group level, we assessed the aggregation risk in the remaining financial information and concluded that there is a less than reasonable possibility of a material misstatement.

We consider that the scope of our group audit forms an appropriate basis for our audit opinion. Through performing the procedures mentioned above we obtained sufficient and appropriate audit evidence about the Group’s financial information to provide an opinion on the financial statements as a whole.

Audit response to the risk of fraud and non-compliance with laws and regulations

Introduction

In sections 5.4, 5.5 and 7.8.1.2 of the annual report, the Executive Board describes its procedures in respect of the risk of fraud and non-compliance with laws and regulations, and the Supervisory Board reflects on this in chapter 5.2.

As part of our audit, we have gained insights into ASR Nederland N.V. and its business environment, and assessed the design and implementation and, where considered appropriate, tested the operating effectiveness of the Group’s risk management in relation to fraud and non-compliance.

Our procedures included, among other things, assessing the Group’s code of conduct, whistleblowing procedures, incidents register and its procedures to investigate indications of possible fraud and non-compliance. Furthermore, we performed relevant inquiries with the Executive Board and the Audit & Risk Committee of the Supervisory Board and other relevant functions, such as Internal Audit, Legal, Group Compliance, Group Risk Management and business line CFRO’s. We corroborated these inquiries with the results of our inspection of correspondence with relevant supervisory authorities and regulators. Moreover, we have involved forensic specialists in our audit procedures.

Non-compliance with laws and regulations

As a result from our risk assessment, we identified the following laws and regulations as those most likely to have a material effect on the financial statements in case of non-compliance:

• Financial Supervision Act (‘Wet op het financieel toezicht’ (Wft)) (including the European Solvency II directives);

• regulation related to financial and economic crime (FEC), including Wwft;

• General Data Privacy Regulation (GDPR).

Our procedures did not result in the identification of a reportable risk of material misstatement in respect of non-compliance with laws and regulations.

Fraud risk

Based on the above and on the auditing standards, we identified the following fraud risks that are relevant to our audit, including the relevant presumed risks laid down in the auditing standards in respect of management override of controls and revenue recognition.

We have responded as follows:

Management override of controls (a presumed fraud risk)

• Risk:

  • Management is in a unique position to manipulate accounting records and prepare fraudulent financial statements by overriding controls that otherwise appear to be operating effectively, such as in the areas of: accounting estimates that require significant judgement such as valuation of insurance contract liabilities and related assets and the valuation of hard-to-value assets.

• Responses:

  • We evaluated the design and the implementation and, where considered appropriate, tested the operating effectiveness of internal controls that mitigate fraud risks, such as processes related to journal entries and estimates. Where we considered whether there could be an opportunity for fraud, we performed supplemental detailed risk-based testing.

  • As part of the fraud risk assessment, we performed data analysis of the journal entries population to determine if specific journal entries met the high-risk criteria for testing and evaluated key estimates and judgements for bias by ASR Nederland N.V., including retrospective reviews of prior years’ estimates. Where we identified instances of unexpected journal entries or other risks through our data analytics, we performed additional audit procedures to address each identified risk, including testing of transactions against source information.

  • We incorporated elements of unpredictability in our audit, such as, randomly selected real estate properties under construction and visiting the sites to verify the existence of the properties.

We refer to the key audit matters that provide information of our approach related to areas of higher risk due to accounting estimates where management makes significant judgements.

Revenue recognition (a presumed risk)                   

• Risk and response

Revenue from insurance contracts is generally recognised over time as the insurer provides coverage to the policyholder. The revenue recognised is based on the fulfilment of the performance obligations over the coverage period. Revenue stemming from contracts accounted for under the General Measurement Model (GMM) approach and the Variable Fee Approach (VFA) are to a large extent determined by the key assumptions used for the measurement of the related insurance contract liabilities.

There is a presumed management incentive to overstate the insurance contract revenue. The company recognises insurance revenue which reflects the reduction in the liability for remaining coverage that relates to services provided in the period.

Based on the aforementioned, we concluded that the presumed fraud risk on revenue recognition is linked to the key audit matter ‘Valuation of insurance contract liabilities and related assets’ and in particular related to the valuation of the insurance contract liabilities for life and disability insurance contracts applying the GMM and/or VFA.

We communicated our risk assessment, audit responses and results to the Executive Board and the Audit & Risk Committee of the Supervisory Board. Our audit procedures did not reveal indications and/or reasonable suspicions of fraud that are considered material for our audit.

Audit response to going concern

As explained in section 7.1.1 of the annual report, the Executive Board has performed its going concern assessment and has not identified any significant going concern risks. To assess the Executives Board’s assessment, we have performed, inter alia, the following procedures:

• We considered the Executive Board’s assessment of the going concern risks, including all relevant information of which we are aware as a result of our audit.

• We assessed whether the scenarios included in the Own Risk Solvency Assessment (ORSA) and Preparatory Crisis Plan that were submitted to DNB and other regulatory correspondence indicate a significant going concern risk.

• We analysed the Group’s financial position and Solvency II ratio as at year-end and compared it to internal minimum capital requirements as set by the Executive Board, the previous financial year and sensitivities of the regulatory capital position to identify potential significant going concern risks.

• We evaluated whether the Executive Board’s assessment of going concern, including the Solvency II ratio and sensitivities of the regulatory capital position, is adequately disclosed in section 7.8 ‘Risk management’ of the financial statements. 

The outcome of our risk assessment procedures on the going concern assessment, including our consideration of findings from our audit procedures on other areas, did not give reason to perform additional audit procedures on the Executive Board’s going concern assessment.

Audit response to climate-related risks

The Executive Board is responsible for preparing the financial statements in accordance with the applicable financial reporting framework, including considering whether the implications from climate-related risks and commitments have been appropriately accounted for and disclosed.

ASR Nederland N.V. has set out its commitments and ambitions relating to climate change in the chapters 6 ‘Sustainability Statements’ and 6.2.1 ‘Climate Change’ of the annual report. As included in section 6.2.1.4 ‘Targets and metrics’ the Group aims to:

• reduce the emissions of the investment portfolios for own account by 25% in 2030 compared to 2023 (base year);

• ensure that the insurance portfolio is climate neutral by 2050, starting with an absolute emission reduction of 26% in the non-life insurance portfolio by 2030 compared to 2022 (base year); and

• reduce the emissions of ASR’s own buildings in Utrecht, Rotterdam, Enschede, Heerlen, Den Haag and Leeuwarden by 42% in 2030 compared to 2023 (base year).

Management assessed, against the background of the company’s business and operations, how climate-related risks and opportunities and the company’s own commitments and ambitions could have a significant impact on its business or could impose the need to modify its strategy and operations. Management has considered the impact of both transition and physical risks on the financial statements in accordance with the applicable financial reporting framework on both sides of the balance sheet: through the valuation of investments on the asset side and insurance exposure on the liability side.

Section 6.2.1 ‘Climate change’ provides an overview of ASR Nederland N.V.’s approach to identify and assess climate-related risks. Climate-related risks are also covered in section 7.8.1.3 ‘Climate change & Biodiversity’ of the financial statements. The Executive Board described the climate-related risks and concluded that climate-related risks have limited impact on the accounts and its disclosures and have been appropriately accounted for and disclosed.

As part of our audit, we have performed a risk assessment of the potential impact of climate-related risk and the Group’s commitments and ambitions in respect of climate change on the 2024 accounts and disclosures, including significant judgements and estimates in the financial statements to determine whether the financial statements are free from material misstatement. 

In doing so, we performed the following: 

• We have made inquiries of the Management Board and Risk Management personnel from both the first and second line of defence to understand the extent of the potential impact of climate-related risk on the financial reporting and the impact on the material individual assets, liabilities and/or disclosures in the financial statements. 

• We have evaluated climate-related fraud risk factors and we considered the potential pressure, such as Management Board remuneration, to achieve targets tied to climate change or sustainability metrics. This did not result in a fraud risk.

• We inspected minutes and other documentation (such as the Strategic Asset Allocation study and the Own Risk and Solvency Assessment (ORSA) as well as external communications by ASR Nederland N.V. regarding significant climate-related commitments, strategies and plans made by the Management Board.

• The Group has disclosed that it has prepared its Sustainability Statements in accordance with the European Sustainability Reporting Standards (ESRS). We have read, and considered as part of our risk assessment, these Sustainability Statements, which includes information over material sustainability matters relating to material impacts, risks and opportunities relating to climate change. As part of this, we have read and considered the information reported over the connectivity of the Sustainability Statements with the financial statements, more specifically relating to anticipated financial effects of sustainability matters, such as climate change, biodiversity loss and consumers and/or end-users, as included in section 7.8.1.3 ‘Climate change & Biodiversity’.

• We involved KPMG climate change subject matter experts, to support us in understanding how climate-related risks and opportunities may affect the entity, in order to understand (potential) implications on its accounting in the current year’s financial statements.

Based on our risk assessment procedures, we did not identify a risk of material misstatement specific to climate-related risk and thus no further audit response was considered necessary.

Furthermore, we have read the disclosure on climate-related risk information as included in the annual report and considered whether such information contains material inconsistencies with the financial statements, or with our knowledge obtained through our audit, in particular as described above and our knowledge obtained otherwise.

Our key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements. We have communicated the key audit matters to the Executive Board and the Audit & Risk Committee of the Supervisory Board. The key audit matters are not a comprehensive reflection of all matters discussed.

The key audit matters ‘Acquisition accounting for Aegon Nederland N.V.’ and 'Adoption of IFRS 17 insurance contracts’ are not included, as these key audit matters were specifically related to the reporting year 2023.

For our audit of insurance contract liabilities under IFRS 17, we cover certain critical processes and controls that also form part of the Solvency II reporting chain and for determining the valuation of the best estimate liabilities. For that reason, the key audit matter ‘Solvency II disclosures’ on which we reported last year has no longer been included.

In 2023, ASR Nederland N.V. and the five consumer protection organisations agreed on a settlement. All legal procedures are discontinued and no new legal proceedings shall be initiated by the consumer protection organisations. The agreement became final in February 2025 as more than 90% of the affiliated customers agreed to the settlement. As the potential significance is reduced, this matter is no longer included as a key audit matter.

In 2024, the sale of Knab was announced and subsequently completed and included as a key audit matter. Our audit response is detailed in the key audit matter ‘Sale of Knab (Aegon Bank N.V.)’.

Valuation of insurance contract liabilities and related assets

Description

ASR Nederland N.V. has insurance contract liabilities (hereafter: ‘insurance liabilities’) amounting to EUR 102.6 billion (of which EUR 100.6 billion relates to GMM and VFA insurance liabilities) as at 31 December 2024.

The valuation of insurance contract liabilities and related assets involves the use of cash flow models and valuation methodologies and requires significant management judgement over uncertain outcomes, mainly the ultimate settlement value of long-term liabilities.

Elements that give rise to a significant risk of error are the selection of assumptions in estimating the fulfilment cash flows under the GMM and VFA. Key assumptions for the valuation of life insurance contracts relate to expenses (especially in relation to the anticipated cost savings) and the discount curve. For disability contracts key assumptions relate to inflow and transition probabilities and the discount curve.

As referred to in the section ‘Audit response to the risk of fraud and non-compliance with laws and regulations’ in this audit report, we have included the risk of fraud that management may influence assumptions to manage the outcome of calculations and measurements. The expectation of when claims will be incurred is reflected in the release from the liabilities from remaining coverage for expected claims and expenses. This release is the basis for revenue recognition. We consider the most critical assumptions in this regard the expense assumption for life insurance contracts and the inflow and transition probabilities assumption for disability contracts.

During 2024, the Group continued harmonizing assumptions and methods between the life entities. The main impacts of this harmonization process on non-economic assumptions led to changes in estimates for inflation, mortality, and expenses. Additionally, the Group reassessed the defined coverage units for similar products, resulting in further changes in estimates. These changes are disclosed in section 7.5.13.4 and have been incorporated into our audit response.

Given the financial significance, the level of judgement required and the inherent risk of fraud, we considered the valuation of insurance contract liabilities for life and disability insurance contracts applying the GMM and VFA a key audit matter.

Our response

Our audit approach included testing the design and implementation of internal controls around the valuation of the insurance contract liabilities, as well as substantive audit procedures.

Our procedures over internal controls focused on controls around the relevance and reliability of data, the controls around assumption setting and the internal review procedures performed by the actuarial functions of the underlying insurance businesses. We also assessed the process for the internal validation and implementation of models used for the valuation of the insurance contract liabilities and related assets.

With the assistance of our actuarial specialists, the substantive audit procedures we performed included the following:

• assessment of the appropriateness of the data, assumptions and methodologies applied in the valuation of the insurance contract liabilities and related assets for all significant components;

• assessment of the appropriateness of assumptions used in the valuation of the insurance contract liabilities and related assets for all significant components by reference to company data as well as relevant market and industry data. We performed specific procedures in response to the impact of the Aegon integration on the expense assumptions and of the disability developments on the inflow and transition probabilities assumptions;

• for life insurance contracts, we performed specific procedures in response to the appropriateness of management’s estimate of the expense cash flows, assessing the main assumptions underlying the expected costs development, inflation assumptions, future cost savings and cost synergies resulting from the Aegon integration, and the appropriateness of the allocation keys used to allocate holding expenses to the insurance entities and determine the cost per policy;

• for disability contracts, we performed specific procedures regarding the appropriateness of the inflow and transition probabilities assumption and assessed that this is in line with historical data and expected developments;

• assessment and testing of the appropriateness of the discount curve and challenge on the methodology used to determine the discount curve, including management’s assessment of the selection of the first smoothing point and the liability illiquidity premium. We assessed that the liability illiquidity premium is derived from ASR Nederland N.V.’s current asset portfolio using a top-down approach, which includes an adjustment for expected credit loss;

• we performed specific procedures to assess the appropriateness of the changes in estimates for assumptions related to inflation, mortality and expenses, as well as the selection of coverage units for similar products. We challenged management’s selection of elements in the assumption harmonisation and verified that these changes are accounted for in accordance with IAS 8;

• analysis of developments in actuarial results (which includes a retrospective review by comparing the expected claims and expenses with the incurred claims and expenses) and movements in the insurance contract liabilities and related assets, the risk adjustment, and contractual service margin for each of the significant components and made corroborative inquiries with management and the second line actuarial department; and

• assessment of the completeness, accuracy and relevance of the required disclosures, including disclosures on assumptions about the future and estimation uncertainty; in particular related to the uncertainty associated with the integration of the Aegon business.

Our observation

Overall, we found management’s assumptions reasonable and the valuation of the insurance contract liabilities and related assets using the GMM and VFA to be appropriate.

We also found the notes on the insurance contract liabilities and related assets in sections 7.3.4.A 7.5.13 and 7.5.14 to be adequate. Our audit procedures did not reveal indications and/or reasonable suspicion of fraud that are considered material to our audit.

Valuation of hard-to-value assets

Description

ASR Nederland N.V. invests in various categories of investments. These consist of financial assets and liabilities measured at fair value as disclosed in section 7.7.1.1 and property as disclosed in section 7.7.1.3 (including land and buildings for own use and plant).

Additionally, the fair value of investments not carried at fair value is separately disclosed in section 7.7.1.2.

Of the fair value of the investments, 40% (2023: 44%) is classified as Level 3 investments (fair value not based on observable market data).

Fair value measurement, especially the valuation of less liquid Level 3 assets, is subjective and involves management judgement in relation to valuation techniques and assumptions. For these illiquid investments, estimation uncertainty is high, especially due to inflation and interest movements. This is mainly applicable to the illiquid investments noted below. Within the key assumptions and the fair value measurement based on net asset value (NAV) noted below, there is a higher degree of complexity, subjectivity and estimation uncertainty. Further, due to the magnitude of the hard-to-value assets, the valuation of the key elements indicated above are considered to include a significant risk of error.

This risk specially relates to the uncertainty of the NAV for the following illiquid investments:

• real estate equity funds;

• equity funds;

• equity funds, and;

• investment funds.

Furthermore, the risk specifically relates to the selection of the following key assumptions for the following illiquid investments:

• for property investments, the estimated rental income, yield, forecast of future market rents and discount rate, and;

• for mortgages and wind and solar farms (which is accounted for under property, plant and equipment), the discount rate.

Given the financial significance and the increased level of judgement required, we considered the valuation of hard-to-value assets a key audit matter.

Our response

With the assistance of our valuation specialists, we performed the following procedures:

• assessment of ASR Nederland N.V.’s governance, processes and design and implementation of internal controls with respect to the valuation of hard to value assets;

• inspection of documentation and held discussions with management’s internal and external experts regarding their judgements and resulting valuations in relation to real estate;

• we performed substantive audit procedures on selected high-risk property investments. This selection is based on the relative size of the objects within their respective asset class and the development of the fair value during the year and was aimed at an appropriate spread over regions and appraisers specifically for the rural investments. We discussed and challenged the assumptions and models used by the external appraisers. We tested their used discount rates and gross investment yields against available market data and object specific underlying data such as (market) rent levels, occupancy rates and contract renewals;

• we discussed and challenged the assumptions (e.g. energy prices and discount rate) and models used by management. We tested the assumptions against available market data; we challenged management’s valuation of the plants (including wind and solar farms) by reviewing the documentation provided by them and we have compared the valuations with available external market data;

• we challenged management’s valuation of real estate equity funds, mortgage equity funds, debt equity funds and other investment funds by reviewing the documentation provided by the external fund managers and we compared the movements in valuations with available external market data;

• assessed valuation models used and the (internal) validation thereof for the determination of the fair value of the mortgage loans; tested the source data and developed an independent expectation of the fair value based on market-available data, such as offer rates to determine the implied discount rate; and assessed whether the fair values established by management fall within the acceptable fair value range.

• we carried out a retrospective review of prior-year estimates, e.g. by reconciliation of valuations to financial statements of investments (backtesting) or comparison to sales results; and

• assessing of the adequacy of the disclosures. This includes notes 7.7.1.1, 7.7.1.2 and 7.7.1.3 on fair value measurement and the market risk disclosure in note 7.8.3 as this note includes sensitivity analysis on the valuation uncertainties that exist on 31 December 2024.

Our observation

We found management’s assumptions for the valuation of hard-to-value assets reasonable and the valuation acceptable. We also found the fair value and property disclosures to be adequate.

Sale of Knab (Aegon Bank N.V.)

Description

On 1 February 2024, ASR Nederland N.V. entered into an agreement to sell Knab (Aegon Bank N.V.) to BAWAG Group AG. The transaction was closed on 1 November 2024, following approvals from regulatory authorities and advice from the works council.

Consequently, Knab’s activities have been classified as 'held for sale' as from 1 February 2024 onwards.

IFRS 5 requires entities to measure non-current assets (or disposal group) classified as held for sale at the lower of their carrying amount and fair value less costs to sell. Consequently, ASR Nederland N.V. has recognised a book loss in 2024, as disclosed in section 7.4.6.‘Discontinued operations’.

Given the complexity of IFRS 5 requirements and the unusual nature of the sale, we considered the sale of Knab as a key audit matter.

Our response

Our audit procedures primarily consisted of the following:

• assessment of ASR Nederland N.V.’s governance, processes and design and implementation of internal controls with respect to the sale of Knab;

• whether the carrying amounts were measured in accordance with the applicable IFRS standards immediately before the initial classification as held for sale;

• management’s calculations of the lower of the carrying amount and fair value less costs to sell as of initial classification date, and assessed the accounting treatment of the result;

• and assessment of closing agreements, binders and elements included in the considerations received, as well as potential indemnities;

• re-performed the calculation of the loss on sale and vouched the loss on sale to relevant documentation (e.g. sale agreement) and the sales proceeds to the cash receipts;

• substantive audit procedures on the existence, accuracy and valuation of the loans, deposits, securities, derivatives and borrowings of Knab, as of the closing date, where these amounts are included in the loss of control accounting; 

• whether following the loss of control, Knab has been derecognised correctly in line with IFRS 10; and

• the adequacy of the disclosures, including note 7.4.6.‘Discontinued operations’ on discontinued operations, where the carrying amounts of Knab and the considerations received are presented in accordance with IFRS 5.

Our observation

Overall, we found management’s accounting for the sale of Knab, and the resulting outcome, to be appropriate. We also found the disclosures on the discontinued operations in section 7.4.6.‘Discontinued operations’ to be adequate.

Report on the other information included in the annual report

In addition to the financial statements and our auditor’s report thereon, the annual report contains other information.

Based on the following procedures performed, we conclude that the other information:

• is consistent with the financial statements and does not contain material misstatements; and

• contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the management report and other information.

We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements.

By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is less than the scope of those performed in our audit of the financial statements.

The Executive Board is responsible for the preparation of the other information, including the information as required by Part 9 of Book 2 of the Dutch Civil Code.

Report on other legal and regulatory requirements and ESEF

Engagement

We were initially appointed by the General Meeting of Shareholders as auditor of ASR Nederland N.V. on 22 May 2019, as of the audit for the year 2020 and have operated as statutory auditor ever since that financial year. We have been reappointed by the General Meeting of Shareholders on 29 May 2024 to continue to serve ASR Nederland N.V. as its external auditor for the financial years 2025 until and including 2029.

No prohibited non-audit services

We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific requirements regarding statutory audits of public-interest entities.

Services rendered

For the period to which our statutory audit relates, in addition to this audit, we have provided the following services to the company:

• assurance engagement for the benefit of external stakeholders, largely driven by regulatory requirements and ASR Nederland N.V.’s voluntary preparation of Sustainability Statements in accordance with the CSRD/ESRS in anticipation of the transposition of the CSRD into Dutch law.

European Single Electronic Format (ESEF)

ASR Nederland N.V. has prepared its annual report in ESEF. The requirements for this are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (hereinafter: the RTS on ESEF).

In our opinion, the annual report prepared in XHTML format, including the (partly) marked-up consolidated financial statements as included in the reporting package by ASR Nederland N.V., complies in all material respects with the RTS on ESEF.

The Executive Board is responsible for preparing the annual report including the financial statements in accordance with the RTS on ESEF, whereby the Executive Board combines the various components into one single reporting package.

Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting package complies with the RTS on ESEF. We performed our examination in accordance with Dutch law, including Dutch Standard 3950N ’Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’ (assurance engagements relating to compliance with criteria for digital reporting). Our examination included among others:

• obtaining an understanding of the entity's financial reporting process, including the preparation of the reporting package;

• identifying and assessing the risks that the annual report does not comply in all material respects with the RTS on ESEF and designing and performing further assurance procedures responsive to those risks to provide a basis for our opinion, including:

  • obtaining the reporting package and performing validations to determine whether the reporting package containing the Inline XBRL instance document and the XBRL extension taxonomy files have been prepared in accordance with the technical specifications as included in the RTS on ESEF;

  • examining the information related to the consolidated financial statements in the reporting package to determine whether all required mark-ups have been applied and whether these are in accordance with the RTS on ESEF.

Description of responsibilities regarding the financial statements

Responsibilities of the Executive Board and the Supervisory Board for the financial statements

The Executive Board is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the Executive Board is responsible for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. In that respect the Executive Board, under supervision of the Supervisory Board, is responsible for the prevention and detection of fraud and non-compliance with laws and regulations, including determining measures to resolve the consequences of it and to prevent recurrence.

As part of the preparation of the financial statements, the Executive Board is responsible for assessing the ASR Nederland N.V.’s ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the Executive Board should prepare the financial statements using the going concern basis of accounting unless the Executive Board either intends to liquidate ASR Nederland N.V.  or to cease operations, or has no realistic alternative but to do so. The Executive Board should disclose events and circumstances that may cast significant doubt on the company’s ability to continue as a going concern in the financial statements. 

The Supervisory Board is responsible for overseeing ASR Nederland N.V.’s financial reporting process.

Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during our audit.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

A further description of our responsibilities for the audit of the financial statements is located at the website of de ‘Koninklijke Nederlandse Beroepsorganisatie van Accountants’ (NBA, Royal Netherlands Institute of Chartered Accountants) at www.nba.nl/eng_beursgenoteerd_20241203 This description forms part of our auditor’s report.

Utrecht, 25 March 2025
KPMG Accountants N.V.

A.J.H. Reijns RA

• ¹KPMG Accountants N.V., a Dutch limited liability company registered with the trade register in the Netherlands under number 33263683, is a member firm of the global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.