The SB has three roles: the supervisory role, the advisory role and the employer’s role for the EB. The SB supervises the policy pursued by the EB and MB, as well as the general course of affairs at a.s.r. and its group entities. Specific powers are vested in the SB, including approving certain EB decisions.

Composition of the Supervisory Board

Article 2.1 of the Rules of Procedure of the SB specifies that the SB must consist of at least three members and no less than the number of members required to give effect to the nomination rights in respect of SB members under the Relationship Agreement. The SB currently consists of seven members: Joop Wijn (Chair), Gerard van Olphen, Sonja Barendregt, Gisella Eikelenboom, Daniëlle Jansen Heijtmajer, Lard Friese and Bob Elfring.

In line with the Dutch Corporate Governance Code, SB members are appointed by the AGM for a four-year term. They can be reappointed for a single additional four-year term and subsequently reappointed for a period of two years, which may be extended by two years at most. Reappointments following an eight-year period must be justified in the SB report.

All the SB members have passed the fit and proper test required under the Dutch Financial Supervision Act.

Diverse representation

The SB has drawn up a projected profile for its size and composition, taking into account the nature of a.s.r.’s business, its activities and the desired expertise and background of its members. The SB profile can be viewed at www.asrnl.com.

Due to a combination of experience, expertise and independence of the individual members, the SB has the skills to assess the main aspects of the a.s.r. strategy and policies. The diversity of its members ensures the complementary profile of the SB. a.s.r. will continue to aim for an adequate and balanced composition of the SB in any future appointments by taking into account the DEI Policy and all relevant selection criteria such as executive experience, experience in finance and experience in the political and social environment.

Independence and conflicts of interest

In 2024, the SB was able to carry out its tasks independently pursuant to principles 2.1.7 to 2.1.9 of the Dutch Corporate Governance Code, in accordance with article 39 (1) Directive 2014/56/EU all SB members are independent as defined in the Corporate Governance Code, with the exception of Lard Friese (due to his position as CEO of Aegon Ltd.).

In order to prevent (potential) conflicts of interest, relevant SB members in respect of whom a potential conflict of interest could arise, have refrained from participation in and decision-taking with respect to Knab in the SB.

According to the Dutch Civil Code, a member of the SB of a listed company may not hold more than five supervisory board positions or equivalent roles within large Dutch companies and large Dutch foundations. This regulation ensures that supervisory board members can dedicate sufficient time and attention to their responsibilities. The members of the SB of a.s.r. comply with these requirements.

Furthermore no transactions were entered into in 2024 in which there were conflicts of interest with SB and/or EB members that are of material significance to a.s.r. and/or to the relevant board members.

• ¹ SB members are reappointed or must resign no later than the next AGM held after this date.
• ² Based on the possibility of an appointment for a maximum of 12 years (two times four years and two times two years in accordance with principle 2.2.2 of the Dutch Corporate Governance Code).
• ³ Duration of appointment term in accordance with the relationship agreement between a.s.r. and Aegon Ltd.

Evaluation and permanent education

The SB is responsible for assessing the quality of its own performance. It therefore performs an annual self-assessment and discussion of its own performance and that of its committees and members. A self-assessment with external facilitator is carried out every three years, this last occurred in 2023.

The self-assessment for 2024 was carried out without external facilitator and was based on a questionnaire and a plenary SB evaluation session with the company secretary. The following aspects were assessed:

• Role and composition of the SB;

• Effectiveness of processes (information-gathering and decision-making);

• Role as an employer;

• Advisory role and strategy.

The outcome of the assessment was discussed by the members of the SB and the company secretary, and at a later stage with the members of the EB and MB.

The evaluation highlighted the SB’s strong composition and functioning, including its diverse expertise, and constructive internal dialogue. The functioning and role distribution among the committees are well-regarded, and the oversight priorities are sufficiently clear. The SB looks back on a successful year marked by the integration of Aegon NL, closely monitoring the process and fulfilling its role as a sparring partner effectively. The onboarding process of the new SB member, Bob Elfring, was smooth and efficient. The meetings of the SB are well-prepared and efficiently conducted, with active participation from all members. Overall, the SB is committed to continuous growth and professionalisation and ensuring effective governance and oversight. For permanent educational sessions attended by the SB, please see section 5.1.3.

• ¹Section 5.1.4 is in scope of CSRD and limited assurance (ESRS 2 GOV-1).