Annual Report 2024

Contents

02 | Welcome

04 |

10 |

12 |

44 |

50 |

103 |

104 |

110 |

Interview

Capital market

Combined management report 2023

Consolidated financial statements 2023

Notes to the consolidated financial statements Responsibility statement

Independent auditor's report

Report of the

Supervisory Board

02

Welcome

04

Interview of the Executive Board

10

OVB on the capital market

• 12 Basic information on the Group

• 16 Business report

• 25 Report on opportunities and risks

• 40 Outlook

• 41 Statement on corporate governance

• 41 Remuneration report

• 41 Separate non-financial consolidated management report

• 41 Information pursuant to sections 289a (1),

  315a (1) HGB and explanatory report

• 43 Statement of the Executive Board pursuant to Section 312 (3) AktG

• 44 Consolidated statement of financial position

• 46 Consolidated income statement

• 46 Consolidated statement of comprehensive income

• 47 Consolidated statement of cash flows

• 48 Consolidated statement of changes in equity

• 50 General information

• 72 Notes to the consolidated statement of financial position

• 92 Notes to the consolidated income statement

• 97 Other information

103

Responsibility statement

100

Independent auditor's report

• 110 Report of the Supervisory Board

• 118 Company boards and board memberships

• 120 Financial Calendar/Contact

• 121 Imprint

OVB profile

With more than 4.7 million clients, over 6,200 full-time financial advisors and business operations in 16 national markets, OVB is one of the leading financial intermediary groups in Europe.

Key figures for the OVB Group 2024

Key figures for the regions 2024

1

Welcome

Welcome

Dear shareholders, ladies and gentlemen,

OVB Holding AG continued its consistent growth in the 2024 financial year. Brokerage income rose sharply by 15.3 per cent to Euro 408.6 million. This is the fifth year in a row that the Company has achieved a new record in sales. All three operating segments contributed to this satisfying performance. The operating result was also improved significantly by 14.0 per cent from Euro 17.8 million to Euro 20.3 million.

The number of clients increased by 4.5 per cent in the reporting period, also reaching a new high of 4.70 million. OVB's European sales team was expanded once again, too. The total number of full-time financial advisors grew considerably by 6.6 per cent from 5,892 to 6,278.

Due to a doubling of the financial result to Euro 6.2 million, consolidated net income for the reporting period increased sharply by 34.2 per cent to Euro 19.2 million, compared with Euro 14.3 million in the previous year. Earnings per share improved accordingly, from Euro 1.00 to Euro 1.35. After the successful 2024 financial year, the Executive Board and the Supervisory Board will propose to the Annual General Meeting an increase in the dividend for the 2024 financial year to Euro 1.00 per share carrying dividend rights.

Generally speaking, the Executive Board of OVB Holding AG expects to achieve growth in all segments in 2025. In order to take into account the currently existing uncertainties in the macroeconomic development, OVB forecasts brokerage income for the Group in the range of Euro 420 million to Euro 440 million for the 2025 financial year. In view of the expenses linked to the implementation of the Group's medium-term growth strategy, particularly with respect to the digital transformation, an operating result of between Euro 20 million and Euro 23 million is expected.

We would like to thank our financial advisors and employees for their successful commitment. We greatly appreciate the trust that our shareholders, business partners and clients have placed in us and we will continue to do everything in our power to live up to it.

Sincerely yours,

Interview with the Executive Board

Mario Freis, Frank Burow and Heinrich Fritzlar talk about the 2024 financial year, current challenges and OVB's strategic course.

Mr Freis, even in the past few years, consulting the business performance always included the political and economic conditions. The world hasn't been the same since 2022. War, a higher cost of living and the resulting increasing uncertainty among people have been the consequence.

How do you assess these general conditions, which have been ongoing for more than three years now, and what do they mean for OVB and cross-thematic finan-cial advisory service?

Mario Freis: Change has become the new normal. The past few years with high inflation and the resulting in-crease in prices have presented many private households with challenges. Significantly higher food and energy costs are putting a strain on budgets. Numerous military and economic conflicts are affecting people's sense of per-sonal security and are currently dampening sentiment on the international capital markets. We are feeling effects of these ongoing developments in some client segments and certain product areas, for example in the financing busi-ness due to the turnaround in interest rates.

Europe's economy has so far proved resilient in spite of muted consumer sentiment, higher energy prices and lower corporate investments. Take a look at the coun-tries in Central and Eastern Europe, for example. Despite higher inflation, we hardly see any effects on the pension business in these countries because the economic devel-opment is reflected in rising incomes in almost all client segments. But even where a decline in purchasing power has led to a noticeable reluctance, the need for advice is increasing because people have rarely faced so many challenges at the same time. Our industry has an impor-tant role to play right now. Because we advise people with foresight by identifying their needs and also assess-ing their optimisation and savings potential, thus creat-ing resources for the necessary risk protection and pri-vate retirement provision in many cases.

Is that the only reason for OVB's success?

Mario Freis: No. In my view, there are several factors at play here. One success factor is our strategy periods, building on one another, in the development process of which we have consistently involved the most important stakeholders. This structured and thoroughly time-con-suming approach ultimately leads to a high level of identi-fication with the strategic measures throughout the entire organisation. During the previous strategy period, we made considerable progress already, made even better use of our potential and pushed ahead with our interna-tional expansion and digital transformation. Above all, however, we have once again significantly increased our adaptability, which is why we were able to succeed even in an extremely volatile and rapidly changing environ-ment. All of this has helped us to strengthen our position as one of Europe's leading financial advisory groups.

In our current strategy, »OVB Excellence 2027«, client cen-tricity is the key element. We are driving forward the digital-isation of business and sales processes while giving particu-lar emphasis to country strategies. Thereby we provide our operating subsidiaries with sufficient scope for their nation-al individuality, enabling them to focus on the local compet-itive situation in the best possible way.

You mentioned several factors that explain OVB's suc-cess. What are the others?

Mario Freis: Our presence in 16 countries across Europe and the resulting sales opportunities make us very attractive for financial advisors. Many sales executives operate inter-nationally already. This is a unique selling point that great-ly motivates and drives our sales force.

Our numbers speak for themselves: We have been consist-ently expanding our sales organisation for many years now. Over a five-year period, our European sales team grew by an average of close to 5 per cent per year. During the same period, we even managed to grow by an average of 10 per cent annually in the number of brokered contracts. In 2024, we brokered one million contracts across Europe for the first time. That means almost two contracts per minute on average.

We can be particularly proud of the high proportion of women in sales, and this also sets us apart from our com-petitors. This figure is over 45 per cent in the Group - a top figure in our industry that confirms that we offer a flexible working environment in which equal opportuni-ties are practised and work and family life go together very well. The high proportion of women in sales there-fore surely also contributes to OVB's success. We have increased the proportion of women in executive posi-tions as well in recent years, although, to be honest, there is still room for improvement here. In addition, OVB is very successful in attracting young people, training them

as industry outsiders, qualifying them and developing them into entrepreneurially oriented managers.

Key aspects that distinguish our sales teams across Europe include fair treatment of one anothe, with mutual respect, and a strong team spirit. And the strong will to integrate, which connects people with very different personal and professional backgrounds, from different countries, from young to old. Ultimately, this leads to a good mix of entre-preneurs with many years of experience and a young gen-eration of sales executives.

Heinrich Fritzlar: If I may add something, Mr Freis: Our success has always been based on the diversity in our Company.

People from a wide range of nations and walks of life - whether in sales or in the head offices of our operating subsidiaries - work together in our Company in a respect-ful and appreciative manner.

An environment in which all current and future financial advisors and employees have equal development and ca-reer opportunities and feel respected, valued and included is important to us. In 2024, for example, the parent compa-ny OVB Holding AG and OVB Germany, as the domestic em-ployers of the Group, took an important step by signing the Diversity Charter with respect to the German workforce. We are guided by the fact that every person contributes some-thing that helps us advance as a company and as a team.

Let's take a look at the numbers then. The fact that OVB is able to deliver an outstanding performance even, and especially, in challenging conditions shows in the strong growth in sales, sales team and client base. Mr Burow, as CFO, how do you rate the 2024 financial year from a financial perspective?

Frank Burow: Thanks to the commitment of the financial advisors and our employees in the Group, we managed to increase brokerage income by 15.3 per cent to Euro 408.6 million, thereby setting a new record once again, for the fifth year in a row now. The number of supported clients increased by 4.5 per cent to 4.7 million, too. At the same time, the number of financial advisors working full-time for OVB rose by 6.6 per cent to 6,278 by the end of the 2024 financial year. In addition to the increase in op-erating earnings, I am particularly pleased that we have significantly increased financial earnings. It is the best financial result in the Company's history. Our long-term performance is highly impressive as well. Comparing the financial years 2020 and 2024, OVB increased brokerage income by 51 per cent, EBIT by 36 per cent and earnings per share even by more than 80 per cent. The overall de-velopment of recent years is impressive proof for us that our strategic positioning works.

How likely is it that OVB will be able to maintain this mo-mentum over the next years in spite of volatile general conditions and the record figures already achieved?

Frank Burow: Generally speaking, we are very well posi-tioned to keep generating organic and dynamic growth. However, we will also keep an eye on inorganic growth opportunities.

Take a look at our latest inorganic acquisition in Belgium. Our Belgian subsidiary managed to achieve a sales in-crease of almost 40 per cent in 2024. At the same time, we were able to leverage synergies that had a positive impact on earnings and profits. In the Belgian market, we have a significantly broader distribution model than in other markets. In addition to the OVB distribution chan-nel, we also have a broker platform independent brokers