The SB operates through three specialised committees, each dedicated to addressing specific issues and preparing agenda items for the full SB's decision-making process. The Chair of each committee presents a summary of key discussion points and recommendations at the subsequent SB meeting. The minutes from these committee meetings are accessible to all SB members. The three committees are:

• Audit & Risk Committee;

• Remuneration Committee;

• Nomination & ESG Committee.

Audit & Risk Committee

The Audit & Risk Committee (A&RC) advises the SB and prepares decision-making on matters such as supervision of the integrity and quality of financial reporting and the effectiveness of internal risk management and control systems. This includes the application of information and communication technology, including cyber security risks.

The composition of the A&RC is such as to represent the specific business know-how, financial, accounting and actuarial expertise relating to the activities of a.s.r.

The A&RC held six regular meetings and one extra meeting in 2024. In accordance with the A&RC Rules of Procedure, meetings are also attended by the CFO, the CRO, the Director of Group Risk Management, the Director of Group Finance & Risk Reporting, the Manager of Compliance, the Director of Audit and the independent external auditor.

After each financial quarter, the committee discussed the financial results based on detailed financial, risk, compliance and internal and external audit reports and analyses. Progress on the recommendations of the internal and external auditor as well as of the Audit Function was monitored. The full 2024 reporting year was discussed in the first quarter of 2025, based on the quarterly internal finance report, the press release, the Annual Report, the financial statements, the Board report and the actuarial report.

The A&RC issued positive opinions on the Annual Report and on the financial statements to the SB. It discussed and adopted the external auditor’s letter of engagement and the audit plan for 2024. The external auditors’ independence and additional fees were reviewed each quarter. The external auditor’s management letter, highlighting key internal control observations, was discussed. The external auditor’s audit results report was also discussed and special attention was given to the reported key audit matters. The A&RC approved the updated charters and annual plans for 2025 of the Actuarial and Risk Management Function and the Compliance Function. It advised the SB to approve the updated charter and the audit plan 2024 of the internal Audit Function; this advice was followed.

Specific topics discussed by the A&RC included:

• Progress on the integration activities as a result of the Aegon NL transaction, specifically the impact on financial reporting;

• Areas of attention as a result of the application of IFRS 17/9;

• Progress on implementing the partial internal model as a result of the Aegon NL transaction;

• Use and limitations of the current PIM;

• Cyber risks and IT security;

• Compliance with rules and regulations.

a.s.r.’s solvency position was reviewed and discussed each quarter. Specific attention was paid to the impact of the Aegon transaction, inflation and interest rates and the development of operating costs. The A&RC discussed the risk scenarios and the outcomes of the Own Risk and Solvency Assessment (ORSA). In all the ORSA risk scenarios, the solvency ratio remains within the boundaries set by a.s.r., demonstrating the robustness of a.s.r.’s solvency and the effectiveness of certain management actions.

a.s.r.’s risk appetite is based on a prudent approach to risk management, which is translated into qualitative business guidelines for non-financial risks (NFR) matters and requirements for solvency, liquidity and returns for the financial risk (FR) matters. The A&RC also discussed a.s.r.’s updated Capital and Dividend Policy, after which the SB approved the updated Policy.

The A&RC regularly monitored the status of the risk appetite during the year through a.s.r.’s Integrated Risk Dashboard and the status report on the management of risk priorities. At the end of the year, the A&RC was informed of the outlines of the reinsurance programme for 2025.

Remuneration Committee

The Remuneration Committee (RC) advises the SB on matters including the Remuneration Policy for the EB and SB and the terms and conditions of employment of the EB, and the RC reviews the remuneration of senior management.

The RC held four regular meetings in 2024. Its meetings were also attended by the CEO (except when issues relating to the EB were discussed), the CHRO and the company secretary. The RC solicits support and advice from departments, including Group Risk Management, Investor Relations, Communications, Compliance, Audit and Human Resources. Where needed, it consults independent legal and pay & benefit experts.

In line with the policy, the RC advised the SB on target setting and performance appraisals, and the RC also prepared the annual Remuneration Disclosure.

The 2023 Remuneration Report was submitted to the AGM for an advisory vote; 98.19% of the votes cast were for the report and 1.81% were against. The results demonstrate the shareholders’ continued broad support for a.s.r.’s Remuneration Policy.

Nomination & ESG Committee

The Nomination & ESG Committee (N&ESGC) advises the SB on its duties and prepares the SB’s decision-making in this respect. The N&ESGC advises the SB on ESG topics, selection and appointment procedures and the composition of the EB and SB; it also prepares the (re)appointment of its members. The N&ESGC held five regular meetings in 2024. Its meetings were also attended by the CEO (except when issues relating to the EB were discussed), the CHRO and the company secretary.

The N&ESGC discussed various topics in 2024. For instance, the retirement schedule of the SB was reviewed. In the lead-up to the AGM of 2024, the proposed appointment of Bob Elfring and the reappointment of Joop Wijn was discussed. Other topics discussed by the N&ESGC were the revision of the DEI Policy, the 360 degree feedback tool for the EB, MB and senior management and target setting regarding the Wet Ingroeiquotum en streefcijfers, which is a Dutch law aiming to make the ratio of women to men at the top and sub-top more balanced. The N&ESGC also discussed the annual appraisals of senior management. Furthermore, the N&ESGC was informed on the results of the Denison Culture scan. For more information, please see section 3.2.

The N&ESGC discussed the various developments and related legislation regarding ESG and what this means for a.s.r., such as progress on the targets of the various themes, with a focus on the strategic pillars from the strategic framework for sustainability and internal and external developments in this area such as climate change and biodiversity. The N&ESGC also discussed about the double materiality analysis and the progress on the non-financial targets.

Financial statements and dividend

The EB prepared the Annual Report 2024 and discussed it with the SB in the presence of the external auditor. The 2024 financial statements will be submitted for adoption by the AGM on 21 May 2025. a.s.r. will propose a dividend of € 3.12 per ordinary share (including the interim dividend paid).

Appreciation

The SB wishes to express its appreciation to Herman Hintzen for his invaluable contributions during the eight years he was a member of the SB. The SB also wishes to acknowledge the members of the EB, MB and senior management for their outstanding leadership of a.s.r. and for delivering strong operational results. Finally, the SB extends its heartfelt thanks to all a.s.r. employees for their unwavering commitment in 2024. Collectively, we are building a robust and sustainable insurance leader in the Netherlands, aiding customers in sharing risks and accumulating capital for the future.

Utrecht, The Netherlands, 25 March 2025

Joop Wijn (Chair)
Gerard van Olphen
Sonja Barendregt
Gisella Eikelenboom
Daniëlle Jansen Heijtmajer
Lard Friese
Bob Elfring