Financial Statements (Ageas AR ENG FULL 25)

8

REPORT OF THE BOARD OF DIRECTORS

A.

146

CONSOLIDATED FINANCIAL STATEMENTS

B.

152

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

C.

C.1 Material accounting policies and estimates 153

C.2 Risk management and solvency 181

C.3 Notes to the consolidated statement of financial position 221

338

AGEAS SA/NV STATUTORY ACCOUNTS 2025

D.

382

OTHER INFORMATION

E.

6

6

9

9

6

6

2

2

1

3

1

2

1

1. Composition

   On 31 December 2025, the Board of Directors was composed of twelve members, namely: Bart De Smet (Chairman), Yvonne Lang Ketterer (Vice-Chair), Xavier de Walque, Françoise Lefèvre, Katleen Vandeweyer, Sonali Chandmal, Jean-Michel Chatagny, Carolin Gabor, Alicia Garcia Herrero, Hans De Cuyper (CEO), Wim Guilliams (CFO) and Christophe Vandeweghe (CRO).

   Out of the twelve board members, nine members are non-executive directors, of which eight are independent, and three are executive directors (CEO, CRO

   2

1. Diversity

   Ageas's Diversity, Equity & Inclusion policy applies to all Ageas staff members and is further detailed in chapter 9. Specifically for the members of the Board of Directors male and female Board members are equally represented. Ageas is committed to:

   • Attracting and retaining a Board of Directors whose composition reflects a diversity of backgrounds, knowledge, experience and abilities;

   • Appointing the Board members based on their merits. However, it also considers issues of diversity, and the mix of skills required to best achieve Ageas's strategy;

   • Applying the legally required minimum of 33% of the different gender in the Ageas Board.

     A full overview of our Board and Executive Committee members' profiles (including other positions held) can be found on the Management-section of Ageas's corporate website.

     1 Art. 7/86 of the Belgian Code of Companies and Associations

     4.2

     Board and committee meetings -

     Attendance and topics covered

     The Board of Directors met twelve times in 2025, including one meeting without the presence of the Executive members (except for the CEO who attended part of the meeting) to discuss their appraisal. Attendance details and information on the covered topics can be found below.

     The terms of reference, the role and responsibilities of each Advisory Board Committee are described in the Ageas Corporate Governance Charter which is available on the Ageas website.

     	Board (11 meetings)	Board (without Executives) (1 meeting)	Audit Committee (5 meetings)	Remuneration Committee (4 meetings)	Nomination & Corporate Governance Committee (2 meetings)	Risk & Capital Committee (5 meetings)	Joint Risk & Capital Committee / Audit Committee (1 meeting)	Ad Hoc Committee RPT
     Non-Executive Board members

     Bart De Smet

     Chairman of the Board	11	1			2
     Chairman of the Nomination & Corporate Governance Committee	(100%)	(100%)			(100%)
     Xavier de Walque	11	1	5		2		1
     Chairman of the Audit Committee Chairman of the ad hoc Committee	(100%)	(100%)	(100%)		(100%)		(100%)	(100%)
     Yvonne Lang Ketterer Vice-Chair of the Board	11	1			2	5	1
     Chairwoman of the Risk & Capital Committee	(100%)	(100%)			(100%)	(100%)	(100%)
     Katleen Vandeweyer	11	1	5	4	2		1
     Chairwoman of the Remuneration Committee	(100%)	(100%)	(100%)	(100%)	(100%)		(100%)
     Sonali Chandmal	10	1	5				1
     	(91%)	(100%)	(100%)				(100%)	(100%)
     Jean-Michel Chatagny	11	1		4		5	1
     	(100%)	(100%)		(100%)		(100%)	(100%)
     Carolin Sylvia Gabor	11	1		4
     	(100%)	(100%)		(100%)
     Alicia Garcia Herrero	10	1				5	1
     	(91%)	(100%)				(100%)	(100%)
     Françoise Lefèvre	10	1		4
     	(91%)	(100%)		(100%)				(100%)
     Executive Board members
     Hans De Cuyper	11
     	(100%)
     Wim Guilliams	11
     	(100%)
     Christophe Vandeweghe	11
     	(100%)

     98%

     100%

     100%

     100%

     100%

     100%

     100%

     100%

     A. REPORT OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE STATEMENT
     
     

     In 2025, the Board dealt with the following matters among others:

   • The implementation progress of the strategy Elevate27;

   • The ongoing development of each of the Ageas businesses;

   • The preparation of the General Meetings of Shareholders;

   • The consolidated semi-annual and annual financial statements;

   • The 2024 Annual Report and mandatory reporting to the NBB (including the RSR, SFCR, SOGA, and ORSA reports, quarterly Key and Emerging Risk reporting);

   • The DPO Report;

   • The Outsourcing Report;

   • The Model Validation opinion;

   • The budget over the cycle 2026-2028;

   • Dividend, capital and solvency matters of the company;

   • The succession planning of the Board of Directors and the Executive Committee;

   • The performance of the Executive Committee;

   • The review and approval of various policies;

   • The assessment of the independent control functions;

   • Various merger and acquisition files;

     In 2025, the Board also approved a long-term relationship agreement with BNP Paribas Group, upholding Ageas's autonomy and independence. The agreement, which will have a five-year duration and automatic renewal, recognises BNP Paribas Group as Ageas's largest shareholder and strategic partner, while respecting Ageas's identity and strategic vision, and proves, among other things, a limit of up to 25% minus one share for BNP Paribas Group's shareholding in Ageas; furthermore, BNP Paribas Group will be entitled to nominate one representative to the Ageas Board of Directors and will also retain one representative on the Board of Directors of AG linked to the bancassurance agreement.

     The members of the Executive Committee reported on the progress of the results and the general performance of the different businesses at the Board Meetings.

     At the meeting that was held without the presence of the Executive Committee members, the following matters were discussed and decided on:

   • The individual targets (quantitative and qualitative) 2025 for the members of the Executive Committee;

   • The targets for the business KPIs 2025;

   • The assessment of the results on the individual objectives and the business KPIs 2024;

   • The individual Short-term incentive (STI) and Long-term incentive (LTI) of the members of the Management and Executive Committee based on the above assessment.

1. Nomination and Corporate Governance Committee

   In 2025, the Nomination and Corporate Governance Committee met on two occasions. The following matters were dealt with:

   • The succession planning of the non-executive board members;

   • The agenda of the 2025 Ordinary and Extraordinary Shareholders' Meetings;

   • The Competence matrix of the Board;

   • The process for the individual assessment of the Non-Executive Board members;

   • The process for the collective assessment of the Board;

   • The review of the Corporate Governance Charter.

     The CEO attended the meetings, except during discussions relating to his own situation. The Chairman reported on these topics to the Board of Directors after each meeting and submitted the Committee's recommendations to the Board for final decision-making.

2. The Audit Committee

   The Audit Committee met on six occasions in 2025, including one joint meeting with the Risk and Capital Committee. The CEO, the CFO and the CRO, the internal auditor and the external auditors attended the meetings. The following matters were considered:

   • Monitoring the integrity of the half-yearly and annual consolidated financial statements, including disclosures, consistent application of or changes to the valuation and accounting principles, consolidation scope, quality of the closing process and significant issues raised by the CFO or the external auditors;

   • Monitoring the findings and the recommendations of the internal and external auditors on the quality of internal control and accounting processes;

   • Monitoring of progress made in the implementation of CSRD reporting;

   • Process in view of the renewal of the external auditor for the financial reporting and appointment of the external auditor for the sustainability reporting;

   • Reviewing the internal and external audit plans and reporting;

   • The assessment of the Internal Audit function.

     In consideration of the EU Regulation and Directive and their transposition into local law, ageas SA/NV, in its capacity of PIE (public interest entity), had the obligation to organise a tender for the next mandatory three years audit term: 2027-2029. A Request for Proposal (RFP) was launched end of 2024 in order, for the chosen audit firm and Ageas, to take measures required to comply with the applicable cooling-in periods (one or two years, depending on non-audit services' nature). As a result of this tender process, the Audit Committee recommended two audit firms to the Board, following a sound selection process that involved key stakeholders at both local and Group levels.

     As a result of this tender process, the Audit Committee recommended two audit firms to the Board based on the following key considerations:

     1. Output from the Selection and Presentation panels, as well as clarifications obtained later on;

     2. Uniformity within the Group;

     3. All the major entities being audited by a Big-Four audit firm;

     4. Seniority of proposed teams and competitiveness of fee proposals;

        Based on the outcome of the RFP and taking into due consideration the preference expressed by the Audit Committee, which considered local views as expressed in the panels, the Board choose KPMG as the Ageas Group and operating companies' external auditor for the next audit term 2027-2029. The Board will propose its choice to the General Shareholders' Meeting for decision and appointment, in May 2027.

        During the joint meeting with the Risk and Capital Committee, the members discussed:

        • The 2025 Emerging Trends Report.

        • The 9 Months 2025 Performance Report.

        • Progress made in the CSRD implementation.

     The Chair of the Audit Committee had regular one-on-one meetings with the internal and external auditors. He reported on the outcome of the committee's deliberations to the Board of Directors after each meeting and presented the recommendations of the Audit Committee to the Board for decision making.

3. The Remuneration Committee

   Information about composition and the topics discussed at the remuneration committee can be found in the remuneration report in section 7.7.

4. The Risk and Capital Committee

   The Risk & Capital Committee met on six occasions including one joint meeting with the Audit Committee. The meetings were attended by the members of the Executive Committee.

   The matters discussed in the Risk & Capital Committee in 2025 included:

   • Monitoring of the group risk management, based on reports by management and the reinsurance risk management.

   • Monitoring of the performance of asset management by segment and by asset class, including the reinsurance activities.

   • Monitoring of capital allocation and the solvency of the Ageas Group and the reinsurance activities.

   • Monitoring of the group and reinsurance key risks and emerging risks.

   • Reviewing the risk and compliance policies prepared by management.

   • The business risks, with dedicated sessions per segment, including the reinsurance activities.

   • The Compliance reports.

   • The Data Breaches Report.

   • The Information Security report.

   • The Actuarial Functions reports.

   • Solvency II model changes, the Internal Model Application and the Model Validation Opinion.

   • The IR Sensitivities.

   • The assessments of the Compliance function, the Actuarial function and the Risk function

     Next to the CEO, CFO and CRO, the Head of the Actuarial function, the Group Compliance Director joined all or part of the meetings. The Chair of the Risk

     & Capital Committee reported on the aforementioned matters to the Board of Directors after each meeting and advised the Board on decision-making when required.

5. Ad Hoc Committee

1. Actual Remuneration 2025

   1. Board of Directors

      Composition of the Board of Directors in 2025

      On 31 December 2025, the Board of Directors was composed of twelve members, namely: Bart De Smet (Chairman), Yvonne Lang Ketterer (Vice-Chair), Xavier de Walque, Françoise Lefèvre, Katleen Vandeweyer, Sonali Chandmal, Jean-Michel Chatagny, Carolin Gabor, Alicia Garcia Herrero, Hans De Cuyper (CEO), Wim Guilliams (CFO) and Christophe Vandeweghe (CRO). The composition of the Board was unchanged in 2025.

      Regarding Board membership of Non-Executive Board Members at Ageas subsidiaries, Bart De Smet is member of the Board of Directors of Ageas UK Ltd, Katleen Vandeweyer and Jean-Michel Chatagny are members of the Board of AG insurance. Yvonne Lang Ketterer and Sonali Chandmal are

      members of the Board of Directors of Ageas Portugal Holdings SGSP (PT), of Médis (Companhia Portuguesa de Seguros de Saude S.A.), Ageas Portugal

      - Companhia Portuguesa de Seguros S.A. and Ageas Portugal - Companhia Portuguesa de Seguros de Vida SA. Carolin Gabor and

      Jean-Michel Chatagny are members of the Board of White Castle Insurance.

      To the extent that these positions are remunerated, the amounts paid out are disclosed in the tables below.

      Remuneration of the Board of Directors

      Total remuneration of Non-Executive Board Members amounted to EUR 1.38 million in the 2025 financial year (2024: EUR 1.37 million). This remuneration includes the basic remuneration for Board Membership and the attendance fees for Board Meetings and Board Committee meetings both at the level of Ageas and at its subsidiaries.

      The remuneration received by Board of Directors Members in 2025 is detailed in the table below. The number of Ageas shares held by Board Members at 31 December 2025 is reported in the same table.

      Incumbent name

      Function

      Fixed fees 2025

      Attendance fees (1) 2025

      Total (2)

      Ageas Shares at 31/12/2025

      Bart De Smet	Chair	150,000	35,000	185,000	45,121
      Yvonne Lang Ketterer	Vice Chair	60,000	42,500	102,500	0
      Katleen Vandeweyer	Non Executive Board member	60,000	50,000	110,000	0
      Sonali Chandmal	Non Executive Board member	60,000	48,000	108,000	0
      Jean-Michel Chatagny	Non Executive Board member	60,000	44,000	104,000	0
      Alicia Garcia Herrero	Non Executive Board member	60,000	34,000	94,000	0
      Carolin Gabor	Non Executive Board member	60,000	32,000	92,000	0
      Xavier de Walque	Non Executive Board member	60,000	60,500	120,500	1,627
      Françoise Lefèvre	Non Executive Board member	60,000	44,000	104,000
      Hans De Cuyper	Chief Executive Officer (CEO)				9,161
      Wim Guilliams	Chief Financial Officer (CFO)				3,500
      Christophe Vandeweghe	Chief Risk Officer (CRO)				177
      Total		630,000	390,000	1,020,000	59,586

      1. Board members also receive an attendance fee for Board committees they attend as invitee

      2. Excluding reimbursement of expenses

      3. The Executive Board members are not remunerated as Board members but as Executive Committee members.

      The remuneration received by Board of Directors Members in 2025 for their mandates in subsidiaries of Ageas is mentioned in the table below.

      Incumbent Name (1)

      Function

      Fixed fees 2025

      Attendance fees 2025

      Total (2)

      Bart De Smet	Chair	45,000	12,000	57,000
      Yvonne Lang Ketterer	Vice-Chair	45,000	21,500	66,500
      Katleen Vandeweyer	Non Executive Board member	45,000	29,500	74,500
      Sonali Chandmal	Non Executive Board member	45,000	18,000	63,000
      Jean-Michel Chatagny	Non Executive Board member	72,500	12,000	84,500
      Alicia Garcia Herrero	Non Executive Board member
      Carolin Gabor	Non Executive Board member	15,000		15,000
      Xavier de Walque	Non Executive Board member
      Françoise Lefèvre	Non Executive Board member
      Hans De Cuyper	Chief Executive Officer (CEO)
      Wim Guilliams	Chief Financial Officer (CFO)
      Christophe Vandeweghe	Chief Risk Officer (CRO)
      Total		267,500	93,000	360,500

      1. The Executive Board members are not remunerated as Board Members, but as Executive Committee members.

      2. Excluding reimbursement of expenses.

      A. REPORT OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE STATEMENT
      
      

   2. Executive Committee Members

      The Executive Committee in 2025

      As per 31 December 2025, the Ageas Executive Committee was composed of the following functions:

      • CEO: Hans De Cuyper as Chief Executive Officer;

      • CFO: Wim Guilliams as Chief Financial Officer;

      • CRO: Christophe Vandeweghe as Chief Risk Officer;

      • MD Belgium: Heidi Delobelle as Managing Director Belgium;

      • MD Europe: Ben Coumans as Managing Director Europe, covering Ageas Portugal, Ageas UK, the Turkish joint ventures and WCI;

      • MD Asia: Filip Coremans as Managing Director Asia;

      • MD Business Development: Karolien Gielen as Managing Director Business Development. This role encompasses Strategy, M&A, Communication

        and the Chief Development and Sustainability Office (CDSO). The CDSO includes Business Development, Technology Development and Sustainability;

      • MD Reinsurance & Investments: Emmanuel Van Grimbergen. Next to reinsurance, the scope includes Real Estate, ALM and Investments.

        Ageas announces that Karolien Gielen, will take up the role of Managing Director Asia and Business Development as of 1 February 2026. Karolien Gielen will as such take over the Managing Director Asia responsibilities from Filip Coremans, who has decided to step down as Managing Director Asia, after a tenure of more than 23 years at the Ageas Group. Filip Coremans will remain active within Ageas until 30 June 2026 to ensure a smooth transition.

        Total Remuneration of the Executive Committee for 2025

        In 2025, the total remuneration including pension contributions and fringe benefits of the Executive Committee amounted to EUR 11,791,173 compared to EUR 10,984,934 in 2024. This was comprised of:

        • a fixed remuneration of EUR 5,083,719 (compared to EUR 4,641,843 in 2024) consisting of a base compensation of EUR 4,370,000 and other benefits (health, death & disability cover and company car) of EUR 713,719;

        • a variable remuneration of EUR 5,067,540 (compared to EUR 4,938,134 in 2024) consisting of a short- term incentive (STI) awarded of EUR 2,682,540 payable in cash over a period of 3 years and a long-term incentive (LTI) of EUR 2,385,000 conditional to relative TSR and ESG rating performance;

        • pension expenses of EUR 1,639,914 (compared to EUR 1,404,957 in 2024) excluded from taxes.

          The table below gives an overview of all pay elements for members of the Executive Committee.

          Incumbent Name

          - 1 -Fixed Remuneration Base Other Compensation Fees Benefits

          - 2 - Variable Remuneration One-Year Multi-year Variable Variable (1)

          - 3 - Extraordinary Items

          - 4 - Pension Expense

          - 5 - Total Remuneration (3)

          Proportion of Fixed Variable (1+4)/5 (2+3)/5

          H. De Cuyper	800,000	0	118,356	490,760	600,000	0	336,750	2,345,866	54%	46%
          W. Guilliams	510,000	0	78,358	308,270	255,000	0	198,924	1,350,552	58%	42%
          C. Vandeweghe	510,000	0	31,823	323,799	255,000	0	148,806	1,269,428	54%	46%
          K. Gielen	510,000	0	38,869	305,975	255,000	0	162,303	1,272,147	56%	44%
          F. Coremans (2)	510,000	0	259,947	285,626	255,000	0	205,391	1,515,964	64%	36%
          H. Delobelle	510,000	0	63,447	332,597	255,000	0	214,498	1,375,542	57%	43%
          E. Van Grimbergen	510,000	0	74,574	346,979	255,000	0	215,385	1,401,938	57%	43%
          B. Coumans	510,000	0	48,345	288,533	255,000	0	157,857	1,259,735	57%	43%
          Total	4,370,000	0	713,719	2,682,540	2,385,000	0	1,639,914	11,791,173

          1. Market value of multi-year variable at granting.

             The vesting after 3 years is conditional to relative TSR performance and relative ESG rating performance

          2. Including Asia housing cost and travel in other benefits

          3. This amount does not include the non-recurring bonus referred to in chapter 4.8.2.3

        2025 TOTAL REMUNERATION

        Pension Expenses Variable Remuneration Fixed Remuneration

        2,500,000

        2,000,000

        1,500,000

        1,000,000

        500,000

        0

        H. De Cuyper W. Guilliams C. Vandeweghe K. Gielen

        F. Coremans(2)

        H. Delobelle E. Van Grimbergen B. Coumans

        A. FIXED REMUNERATION

        Remuneration consists of base compensation, fees and other benefits such as health, death & disability cover and company car.

        Base Compensation

        The table below shows the 2025 base compensation levels of the Executive Committee and how they compare to 2024.

        Incumbent Name	2025	2024	%
        H. De Cuyper	800,000	750,000	107%
        W. Guilliams	510,000	510,000	100%
        C. Vandeweghe	510,000	247,917 (1)	206%
        K. Gielen	510,000	372,583 (2)	137%
        F. Coremans	510,000	510,000	100%
        H. Delobelle	510,000	425,000 (3)	120%
        E. Van Grimbergen	510,000	510,000	100%
        B. Coumans	510,000	354,167 (4)	144%
        A.Cano	na	255,000 (5)
        Total	4,370,000	3,934,667	111%
        Fees

        1. C.Vandeweghe (as of 01/06/2024)

        2. K.Gielen (as of 08/04/2024)

        3. H.Delobelle (as of 01/03/2024)

        4. B.Coumans (as of 01/03/2024)

        5. A.Cano (until 01/07/2024)

        The Members of the Executive Committee did not receive any fees for their participation in the meetings of the Board of Directors.

        Other Benefits

        The Members of the Executive Committee received a total aggregated amount of EUR 713,719 representing other benefits (health, death and disability cover and a company car) in line with the Remuneration policy.

        B. VARIABLE REMUNERATION

        Remuneration consists of the Short-term incentive (STI - one year variable) and the Long-term incentive (LTI - multi-year variable).

        Short-Term incentive (STI)

        The achievement on the short-term incentive is determined by the performance on:

        • The Ageas company performance (with a weight of 70 % for the CEO, the CFO and the MD Business development and a weight of 40 % for the other Exco members).

        • The function or business performance score (with a weight of 30 % for the CRO and the MD BE, EU, Asia and Reinsurance and investments.

        • The individual performance score (with a weight of 30%).

          The achievement on above scores has led to the following actual STI pay-out percentages (target = 50% of base compensation, range 0-100% of base compensation):

        • Hans De Cuyper (CEO) : 123% of target;

        • Wim Guilliams (CFO): 121% of target;

        • Christophe Vandeweghe (CRO): 127% of target;

        • Karolien Gielen (MD business development) 120% of target;

        • Heidi Delobelle (MD Belgium) 130% of target;

        • Filip Coremans (MD Asia): 112% of target;

        • Ben Coumans (MD Europe) 113% of target;

        • Emmanuel Van Grimbergen 136% of target.

          For the performance year 2025, a STI for a total amount of EUR 2,682,540 was awarded. 50% of this amount will be paid in 2025, the remaining part is deferred to 2026 and 2027 and will be adjusted for performance accordingly. The STI paid in 2025 consists of 50% of the STI earned for the performance year 2024, 25% of the STI earned for 2024 and 25% of the STI earned for 2023. The pay-outs corresponding to performance years 2024 and 2023 were adjusted based on performance over the years 2025 and 2024.

          You will find below the individual amounts awarded for each member of the Executive Committee:

          Incumbent Name

          STI granted for performance year 2025 2025 50%

          STI paid in 2025 for performance years 2024 2023 25% 25%

          Total

          H. De Cuyper	490,760	245,380	128,555	127,125	501,060
          W. Guilliams	308,270	154,135	86,461	85,680	326,276
          C. Vandeweghe	323,799	161,900	40,933		202,832
          K. Gielen	305,975	152,987	61,767		214,755
          F. Coremans	285,626	142,813	81,326	85,680	309,819
          H. Delobelle	332,597	166,298	73,023		239,321
          E. Van Grimbergen	346,979	173,489	89,938	83,506	346,933
          B. Coumans	288,533	144,266	55,272		199,538
          Total	2,682,540	1,341,268	617,275	381,991	2,340,534

          A. REPORT OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE STATEMENT
          
          

          Performance criteria for the 2025 STI

          All variable remuneration in relation to the 2025 performance was determined in line with the Remuneration Policy. The one-year variable remuneration (STI) for the Executive Committee Members is determined by reference to the achievement of

          • Company performance objectives at Ageas level;

          • Function or business performance objectives at the level of an operational company or a specific function (risk); and

          • Individual objectives.

            The company performance criteria consist of both financial and non-financial (stakeholder related) KPIs and were related to the achievement of the Elevate27 strategic objectives. The financial objectives consist of:

          • Net Operating result (NOR);

          • Return on Capital;

          • Growth - market share;

          • Holding Free Cash Flow (HFCF)

          • The non-financial KPIs are stakeholder and ESG-related, they consist of

          • Competitive Net Promotor Score (cNPS);

          • People KPIs (eNPS, % of women in Middle & Senior Management);

          • ESG (GWP in sustainable products, investments in sustainable assets, carbon emissions)

        The business performance objectives consist of a similar set of financial and non-financial objectives related to each operational company. For the CRO, specific KPIs related to the Risk function are included. These KPI include qualitative and operational objectives on model validation and the actuarial function, on Group Risk and the internal model.

        The individual performance is measured on specific strategic actions and on an assessment against the criteria of the Ageas leadership framework. This framework defines 11 leadership behaviours linked to the Ageas values 'Care', 'Dare', 'Share' and' Deliver', role modelling the expected behaviours for Ageas leaders. The scoring for this component is based

        on a self-assessment, the input from the peer review, the input from the CEO for the Executive Committee members and from the Chair for the CEO. The final score is assigned following the calibration discussion at the Board of Directors. Next to this leadership score, each Executive Committee member was assessed on specific objectives linked to his area of responsibility and the implementation of the Elevate27 plan.

        The table below gives an overview of the KPI's their respective weight and the level of achievement as assessed by the Board of Directors.

        Incumbent Name	Ageas Performance Score (1)	Weight	Individual Performance Score	Weight	Risk/Business Performance score (2)(3)	Weight	Total Performance Score
        H. De Cuyper	113%	70%	146%	30%	na	0%	123%
        W. Guilliams	113%	70%	140%	30%	na	0%	121%
        C. Vandeweghe	113%	40%	123%	30%	150%	30%	127%
        K. Gielen	113%	70%	137%	30%	na	0%	120%
        F. Coremans	113%	40%	129%	30%	94.1%	30%	112%
        H. Delobelle	113%	40%	133%	30%	151.5%	30%	130%
        E. Van Grimbergen	113%	40%	130%	30%	173.3%	30%	136%
        B. Coumans	113%	40%	125%	30%	101.9%	30%	113%

        1. Detail of Ageas Business Score: please see detail below

        2. For the CRO the Ageas Business performance weighs for 40%, the additional 30% is linked to the performance of the Risk Function.

        3. For the MD of the different businesses, the Ageas business score weighs for 40 %, the additional 30% is linked to the performance of their business segment

        Ageas Metrics

        Weight

        Threshold

        Target

        Maximum

        Actual

        Achievement

        Pay-out as % of target

        Net Operating 20%	1043.5	1304.4	1565.3	1654.8	40%	200%
        Return on Capital 20%	9.2%	11.5%	13.8%	11.1%	16%	80%
        Growth - market 15%		See below			13%	84%
        Holding Free Cash 15%	607.4	759.3	911.1	774.3	16%	110%

        Result

        FINANCIAL

        spread share Flow

        NPS Employee 10%

        Employee NPS percentile (0,25% To

        Top quartile Top quartile p quartile employee NPS employee NPS
        mployee NPS Ratio > or = 40% Ratio > or = 36% 13% 125%
        women in senior women in senior
        management management

        quartile of e companies)

        NON-FINANCIAL

        Customer NPS 10%

        3 out of 4 below MYB expectations

        All entities in line with MYB expectations

        A in line and 3 out of 4 above MYB expectations

        1 out of 4 below 8% 75% MYB expectations

        no improvement in improvement on 3 score 6 with 2 E27 improvement on 2 ESG Society 10% KPI's vs 2024 KPI's vs 2024 (in targets achieved KPI's vs 2024 (in	8%	75%
        line with budget) line with budget)
        Total	113%	113%

        Market share index based on management KPIs scoring, scope including AgeSA.

        Weights Belgium 40%, Asia 40%, Europe 20% (Portugal: 10%, UK: 7.5% and AgeSA: 2.5%). AgeSA is included in line with local market share KPI.

        The stakeholder KPI's include:

        • People KPIs: Ageas's employee engagement levels (Employee NPS) for the consolidated entities scored 45.8, a figure well ahead of the top quartile benchmark (score 39). Ageas achieved gender equality at the level of the Board of Directors and the female representation at the level of the Executive Committee remained at 25 %. The Group strengthened

          its commitment to further improving diversity in senior management with a target of 40% Women in Management & Senior Management by 2027. Over the year 2025, the ratio is 36% female versus 64% male. The achievement on the people KPI's lead to a score of 125% on a range of 0-200%.

        • Customer NPS: Customer Net Promotor Score is measured based on competitive and transactional NPS. In 2025, 13 Ageas entities monitored their cNPS performance. In this first year of Elevate27, most operating entities showed solid progress, with 75% achieving an Above Median performance and 40% reaching a Top Quartile score. The average score for all operating companies resulted in score of 75% on a range of 0-200%.

        • ESG-KPI's: Notable enhancements to the Group's ESG ratings in 2025 have been made, with improved scores from three leading rating agencies, including ISS and S&P CSA, while assessments from CDP and MSCI ESG remained stable. These developments enabled Ageas to achieve a top quartile position with three of the five agencies it engages with, meeting its Elevate27 objective. By generating 34% of its Gross Written Premium from products designed to advance the transition toward a more sustainable and inclusive world - and with balanced contributions across all business lines - Ageas has made a strong start toward its commitment to reach at least 35% from such products. While also the investment in sustainable assets surpassed the target set (€ 15.7 bn vs € +15 bn target in 2027), the

        reduction of GHG emissions on Operations was not achieved. Overall, with the ambitious targets set, i.e. an improvement in all 3 KPI's vs 2024, this resulted in a 75% score for the ESG- KPIs. For more detailed information on the stakeholder KPI, please refer to the following chapters 8 till 10.

        Long Term Incentive (LTI)

        The purpose of the LTI is to reward Executive Management for their achievements in meeting the Company's long-term goals, align their interests with those of the shareholders, retain key personnel, and encourage a focus on long-term enterprise value growth.

        The Long-term incentive plan (LTI) was reviewed begin 2024. The newly designed LTI was developed in collaboration with Willis Towers Watson. The principles described below apply for plans launched as of 2024 whereas for other not yet vested plans, the old plan rules apply.

        Grants:

        The Long-Term Incentive Plan is a performance share plan with a grant

        • at 75 % of base compensation for the CEO

        • at 50 % of base compensation for all other ExCo - members.

        • Based on a Volume Weigthed Average Price (VWAP) of €51.23 over the month of February 2025 this resulted in a grant of 46,558 shares. The table below gives an overview of the number of shares granted to each Executive Committee member over 2025.

          A. REPORT OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE STATEMENT
          
          

          Incumbent Name	Amount LTI	Grant	VWAP 02/2025	Number of shares @ grant
          Hans De Cuyper	600,000		51.23	11,712
          Wim Guilliams	255,000		51.23	4,978
          Christophe Vandeweghe	255,000		51.23	4,978
          Karolien Gielen	255,000		51.23	4,978
          Filip Coremans	255,000		51.23	4,978
          Heidi Delobelle	255,000		51.23	4,978
          Ben Coumans	255,000		51.23	4,978
          Emmanuel Van Grimbergen	255,000		51.23	4,978
          Total				46,558

          2025 vesting

          The 2021-LTI plan, granted in 2022 vested on 30 June 2025. According to the terms and conditions of the LTI Plan 2021, the initial number of Ageas shares granted was adjusted based on the relative TSR performance of Ageas against a predefined peer group. Ageas's relative TSR was below the 25th percentile of the peer group. As such, there was no vesting of the LTI-plan 2021.

          Incumbent Name	Number of shares committed to be granted in 2022	Adjusted number vested on 30 June 2025	Number of shares sold to finance income tax	Number of shares blocked till 1 January 2027
          Hans De Cuyper	10,090	0.00	0.00	0.00
          Wim Guilliams	na
          Christophe Vandeweghe	na
          Karolien Gielen	na
          Filip Coremans	7,529	0.00	0.00	0.00
          Heidi Delobelle	na
          Emmanuel Van Grimbergen	7,529	0.00	0.00	0.00
          Ben Coumans	na
          Total	25,148	0.00	0.00	0.00

          Outstanding grants

          The table below gives an overview of the number of shares granted in previous years. These shares only vest on 30 March of N+3 and are subject to the relative TSR-performance over the performance period.

          Incumbent name	Number of shares committed to be granted for 2023	Number of shares committed to be granted for 2024
          Hans De Cuyper	7,820	14,509
          Wim Guilliams	na	6,577
          Christophe Vandeweghe (as of 01/06/2024)	na	na
          Karolien Gielen (as of 08/04/2024)	na	4,805
          Filip Coremans	5,057	6,577
          Heidi Delobelle (as of 01/03/2024)	na	6,196
          Emmanuel Van Grimbergen	5,057	6,577
          Ben Coumans (as of 01/03/2024)	na	4,568
          Total	17,934	49,809

          Shareholding requirement

          The ExCo members are subject to a shareholding requirement of 100% of gross base compensation. You find below the valuation of this shareholding requirement at 31/12/2025. In case the threshold is not met, the Exco member is restricted from selling shares which are vested under the LTI-plan (excluding the sale of shares to cover taxes on vesting).

          Incumbent	Number of shares	Share price at 31-12-2025	Value at 31-12-2025	Base salary	Ratio
          Hans De Cuyper	9,161	59.80	547,828	800,000	68%
          Wim Guilliams	3,500	59.80	209,300	510,000	41%
          Christophe Vandeweghe	177	59.80	10,585	510,000	2%
          Karolien Gielen		59.80		510,000
          Filip Coremans	18,407	59.80	1,100,739	510,000	216%
          Heidi Delobelle		59.80		510,000
          Emmanuel Van Grimbergen	10,829	59.80	647,574	510,000	127%
          Ben Coumans	195	59.80	11,661	510,000	2%

          C. EXTRAORDINARY ITEMS AND PENSION EXPENSES
          Total aggregated amount of EUR 1,639,914 was contributed to a defined contribution pension plan for the Executive Committee members.
          Incumbent Name	Pension Contribution
          Hans De Cuyper	336,750
          Wim Guilliams	198,924
          Christophe Vandeweghe	148,806
          Karolien Gielen	162,303
          Filip Coremans	205,391
          Heidi Delobelle	214,498
          Emmanuel Van Grimbergen	215,385
          Ben Coumans	157,857
          Total	1,639,914

   3. Additional disclosure and derogations from the policy

      Ageas did not apply any claw back provision during the year under review.

      The Remuneration Committee, with the endorsement of the Board, proposes the allocation of an exceptional, one off bonus to the members of the Executive Committee. This recommendation reflects an exceptional year marked by two extraordinary events, not included in the initial targets set for 2025, but that were managed with remarkable speed, agility, and disciplined execution.

      First, the acquisition of the remaining 25% of AG Insurance significantly strengthened the Group's strategic and financial foundations. Second, the successful acquisition of esure further advanced the Group's strategic ambitions and reinforced its position in key markets.

      In recognition of these achievements, the Committee recommends applying a percentage of the on target bonus as the guiding principle for this exceptional award:

      • 35% for the Chief Executive Officer;

      • 25% for the Chief Financial Officer, the Managing Director Belgium, and the Managing Director Business Development;

      • 20% for the Chief Risk Officer, the Managing Director Europe, the Managing Director Asia, and the Managing Director Reinsurance.

      This proposal reflects the Group's appreciation for the Executive Committee's exemplary leadership and the significant value delivered during a pivotal year. You will find below the individual amounts awarded for each member of the Executive Committee:

      Incumbent	Base Compensation	STI On-Target %	STI On-Target Amount	Exceptional Bonus as % of On-Target	Exceptional Bonus Amount
      H. De Cuyper	800,000	50%	400,000	35%	140,000
      W. Guilliams	510,000	50%	255,000	25%	63,750
      C. Vandeweghe	510,000	50%	255,000	20%	51,000
      K. Gielen	510,000	50%	255,000	25%	63,750
      F. Coremans	510,000	50%	255,000	20%	51,000
      H. Delobelle	510,000	50%	255,000	25%	63,750
      E. Van Grimbergen	510,000	50%	255,000	20%	51,000
      B. Coumans	510,000	50%	255,000	20%	51,000

      A. REPORT OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE STATEMENT
      
      

   4. Annual Change in Remuneration of Executive Committee Members versus the Wider Workforce & Company Performance

      The table below gives an overview of the evolution of the total remuneration of the ExCo members in comparison with the evolution of the average remuneration of employees. The pay ratio is expressed both for the CEO remuneration versus the average employee remuneration at the level of the Group (including esure and Saba) and versus the lowest employee remuneration at the level of ageas SA/NV. Total CEO-pay for 2025 versus the average employee remuneration results in a

      Annual change	2021	2022	var	2023	var	2024	var	2025	var (7)
      Exco total remuneration (1)
      Hans De Cuyper	1,736,678	1,807,253	4%	1,632,599	-10%	2,303,020	41%	2,345,866	2%
      Wim Guilliams	-	-	-	612,257	na	1,399,524	na	1,350,551	-3%
      Christophe Vandeweghe	-	-	-	-	-	490,622	na	1,269,428	na
      Karolien Gielen	-	-	-	-	-	956,507	na	1,272,147	na
      Filip Coremans	1,375,878	1,223,503	-11%	1,370,396	12%	1,637,565	19%	1,515,963	-7%
      Heidi Delobelle	-	-	-	-	-	1,172,973	na	1,375,542	na
      Emmanuel Van 1,320,567 Grimbergen		1,206,380	-9%	1,100,369	-9%	1,426,187	30%	1,401,938	-2%
      Ben Coumans -		-	-	-	-	881,099	na	1,259,735	na
      Company performance
      Ageas Business 116% score % (2)		92%	-	141%	-	161%	-	113%	-
      TSR 01-01/31-12 of 10.00% YR (3)		0.90%	-	2.80%	-	28%	-
      Average remuneration of 84,355 employees on full- time base		82,903	-2%	70,639	-15%	70,788	0,2%	63,713	-10%
      FTE at 31/12 (4) 10,100		11,121	-	14,836	-	16,797	-	21,032	-
      Total staff 852,000,000 expenses (5)		922,000,000		1,048,000,000		1,189,000,000		1,340,000,000
      Pay ratio average remuneration 20.6 to CEO remuneration		21.8	-	23.1	-	32.5	-	36.8	-
      Pay ratio lowest remuneration 33.4		31.0	-	28.7	-	39.2	-	35.3	-

      comparative ratio of 36.8 (versus 32.5 in 2024). In relation to the lowest employee remuneration at ageas SA/NV this results in a comparative ratio of 35.3 (versus 39.2 in 2024).

      (6) to CEO

      remuneration

      1. Total remuneration as defined in table for 4.8.2.2.

      2. Range is 0-200%.

      3. Total Shareholder Return.

      4. FTE for Ageas consolidated entities.

      5. As reported in the annual accounts.

      6. Salary in lowest salary band at the level of ageas SA/NV.

      7. comparison only in case of full year of service

2. Our Remuneration policy 2025 at a glance

   The Remuneration policy shall be submitted to a vote by the General Shareholders' meeting at every material change and, in any case at least every four years.

   At the start of 2024, Ageas conducted an assessment of the Remuneration policy which was discussed at the Remuneration Committee and validated by the Board of Directors.

   In line with the Shareholder's Rights Directive, the revised Remuneration policy was submitted for validation at the General Shareholders Meeting of 15 May 2024 and was approved with 93.99% of the Shareholder's votes.

   Over the year 2025, no review, amendment or material change of the Remuneration Policy has been applied.

   1. Executive Committee

Base Compensation

Other Benefits

Short term incentive ( STI)

Long term incentive ( LTI)

Extraordinary Items

Pension Expense

= Fixed Remuneration

= Variable Remuneration

TOTAL REMUNERATION

Principles

Fixed Remuneration

Company

Stock Ticker

Company

Stock Ticker

Principles

Pay Element