Solvency and financial condition report of the Triglav Group for 2025 REPORT

Miklo siceva 19, Ljubljan a

Condition Report

Lj ubljan a, /Vai ch 2026

triglav

Solvency and Financial Condition Report Triglav Group 2025

This document is a translation of the original Slovenian version and is intended to be used for informational purposes only. While every effort has been made to ensure the accuracy and completeness of the translation, please note that the Slovenian original is binding.

Triglav Group

€ 589.0 million

€ 136.7 million

Solvency capital requirement

Net profit in 202 S

Eliqib ie ownfun As

iVl inimum cclpital requirement

l›svestments with startle mediun -term outlool‹

2O6Oo

Solven cy ratio

MEMBERS OF THE MANAGEMENT BOARD OF ZAVAROVALNICA TRIGLAV

President of the Management Board:

Andrej Slapar

Members of the Management Board:

Uros" Iva c

Tadej Coroli

Marica Makoter , "

Blaz Jaki?

lvica Vulic

Ljubljana, March 2026

TABLE OF CONTENTS

Summary 8

1. Business and performance 13

   1. Business 13

   2. Underwriting performance 19

   3. Investment performance 22

   4. Performance of other activities 23

   5. Any other information 24

2. System of governance 27

   1. General information on the system of governance 27

   2. Fit and proper requirements 36

   3. Risk management system, including own risk and solvency assessment 36

   4. Internal control system 44

   5. Internal audit function 46

   6. Actuarial function 47

   7. Outsourcing 48

   8. Any other information 49

3. Risk profile 51

   1. Underwriting risk 52

   2. Market risk 58

   3. Credit risk 63

   4. Liquidity risk 66

   5. Operational risk 68

   6. Other material risks 71

   7. Any other information 73

4. Valuation for solvency purposes 76

   1. Assets 77

   2. Technical provisions 88

   3. Other liabilities 95

   4. Alternative methods for valuation 99

   5. Any other information 99

5. Capital management 101

   1. Own funds 103

   2. Solvency Capital Requirement and Minimum Capital Requirement 107

   3. Use of the duration-based equity risk sub-module in the calculation of the

      Solvency Capital Requirement 110

   4. Difference between the standard formula and any internal model used 110

   5. Non-compliance with the Minimum Capital Requirement and non-compliance

      with the Solvency Capital Requirement 110

   6. Any other information 110

Annexes 112

‌Summary

Solvency and Financial Condition Report of Triglav Group for 2025 (hereinafter: Group's SFCR) has been prepared in accordance with the Insurance Act, Solvency II Directive1, the Commission Delegated Regulation2 (hereinafter: Delegated Regulation), the Commission Implementing Regulation3 and the Guidelines on reporting and public disclosure EIOPA-BoS-15/109. The structure of the report follows Annex XX of the Delegated Regulation and covers the financial year 2025. All calculations are prepared as at 31 December 2025 and 31 December 2024, and the amounts in the tables are presented in EUR thousands, in line with Article 2 of the Implementing Regulation. Due to rounding, the numbers presented may not add up precisely to the totals, and percentages may not precisely reflect the absolute figures. Information is provided in sufficient detail to provide the reader with a comprehensive view of the solvency and financial condition of Triglav Group (hereinafter: the Group).

The Group is the leading insurance and financial group in Slovenia and the Adria region as well as one of the leading groups in South-Eastern Europe. The Group's parent company is Zavarovalnica Triglav d.d. (hereinafter: The Company), which was established 126 years ago. In addition to the parent company, the Group comprised 29 subsidiaries, 10 associated companies and 13 joint ventures at the end of 2025. Within the Group, the subsidiaries do business with the Company and among themselves on an arm's length basis whereby their operation is based on the principle of increasing the operating performance of each undertaking individually as well as of the Group as a whole. The Group and its members operate on seven markets in six countries of the Adriatic region and internationally through partnerships with foreign companies involved in insurance agency and brokerage as well as reinsurance. Regarding the market share according to the criterion of gross written premium, Slovenia represents the largest market, with the share of total premium collected outside of Slovenia increasing. As of 2025, the parent company, in cooperation with the Italian insurance agency Prima Assicurazioni S.p.A (hereinafter: Prima), expanded its business to the Italian motor vehicle insurance market, which significantly increased the overall volume of the Group's business.

The strategic activities of the Group include the insurance activities and asset management activities. As part of its insurance activities, the Group's (re)insurance undertakings provide non-life, health, life and pension insurance as well as reinsurance. Asset management within the Group includes customer savings via the insurance services provided by insurance and pension undertakings of the Group as well as management of investments and management of investments in mutual funds and individual asset management. The Group pursues a prudent investment policy that emphasises safety and liquidity of investments as well as their adequate

‌1 Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II)

‌2 Commission Delegated Regulation (EU) 2015/35 of 10 October 2014 supplementing Directive 2009/138/EC of the European Parliament and of the Council on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II)

‌3 Commission Implementing Regulation (EU) 2023/894 of 4 April 2023 laying down implementing technical standards for the application of Directive 2009/138/EC of the European Parliament and the Council with regard to the templates for the submission by insurance and reinsurance undertakings to their supervisory authorities of information necessary for their supervision and repealing Implementing Regulation (EU) 2015/2450

return. The majority of the Group's investments is held in the form of debt securities and other fixed-income securities.

The Group and thereby its parent company as well as the subsidiary Pozavarovalnica Triglav Re,

d.d. (hereinafter: Pozavarovalnica Triglav RE) are rated by two renowned ratings agencies, S&P Global Ratings and AM Best. In 2025, S&P Global Ratings upgraded the Group's financial strength and credit rating from "A" to "A+", and AM Best affirmed its "A" credit rating. Both assessments have a stable medium-term outlook, which confirms the financial stability, high capital adequacy and profitability of the Group's operations. The Group's business operation is supervised by the Slovenian regulator, the Insurance Supervision Agency, while its external auditor for the 2025 financial year is audit firm Deloitte revizija d.o.o.

At the end of 2025, the Group exceeded its planned annual operating result. The total volume of operations increased in all business segments except for the Health segment. In 2025, with the aim of simplifying and optimising its operations, the parent company transferred the entire activity of voluntary supplementary pension insurance in the savings phase (hereinafter also: PDPZ) and management of backing funds from the parent company to the specialised subsidiary Triglav, pokojninska družba, d.d. (hereinafter: Triglav, pokojninska družba).

In terms of risk and capital adequacy, the Group ended 2025 with a high operating result and a strong capital position. The Group regularly monitored its risk profile and actively upgraded individual areas of risk management system, especially where elevated risk or higher exposures were detected.

The risk profile of the Group as at 31 December 2025 changed slightly compared to the previous year. The share of underwriting risk decreased slightly compared to the previous year, and the same applies to market risk. The shares of credit risk, operational risk and risk of companies from other financial sectors increased slightly. Additional information on the risk assessment is presented in Section C of this Report.

Chart 1: Group's risk profile

60%

56% 57%

24% 25%

7%

6%

8% 7%

2%

3%

3%

2%

50%

40%

30%

20%

10%

0%

Underwriting risk

Market risk Credit risk Operational risk Risk of residual

companies

2025 2024

Risk of companies from other financial sectors

The Group was adequately capitalised as at 31 December 2025. It had sufficient own funds to cover both the Solvency Capital Requirement (the ratio stood at 206 percent) and the Minimum Capital Requirement (the ratio stood at 436 percent). Capital adequacy or solvency ratio is calculated according to the standard formula of Delegated Regulation (hereinafter: standard formula) as the ratio of total eligible own funds to the Solvency Capital Requirement. No adjustments or simplifications were applied when determining capital adequacy.

Chart 2: Group's capital adequacy

300 %

250 %

200 %

150 %

100 %

Capital adequacy

Target range for long-term

capital adequacy

50 %

0 %

2023 2024 2025

As at 31 December 2025 the eligible own funds amounted to EUR 1,215.7 million. The funds are composed of the Group's share capital (EUR 73.7 million), subordinated liabilities (EUR 152.2 million), deduction from minority interest (EUR 12.0 million) and the reconciliation reserve (EUR 1,001.7 million). The calculation of eligible own funds considers the value of expected dividends for the 2025 financial year. The Group holds the highest quality own funds and thus classifies its entire share capital and the reconciliation reserve as Tier 1 own funds and subordinated bonds as Tier 2 own funds.

The Solvency Capital Requirement of the Group is calculated using the standard formula, without any simplification. It represents the sum of capital requirements of its main risks and accounts for the diversification between them. The Company has a ring-fenced fund, i.e. PDPZ4 renta, for which risks are calculated separately for each risk type under the standard formula, which is presented in more detail in Section E of this Report.

‌4 Prostovoljno dodatno pokojninsko zavarovanje v izplačevanju.

Chart 3: Structure of the Group's Solvency Capital Requirement

At the end of 2025, as much as 84,8 percent of the Group's undiversified Solvency Capital Requirement derived from underwriting and market risk. Most of its own funds were classified as Tier 1 funds in terms of quality. In 2025, the Group recorded strong operating performance, maintained its capital strength and carefully followed the outlined strategic guidelines and goals in its operations.

Business and performance

A.

1. 1 Busines s

   1. Undei wi it ing perfoi mance

   2. Investment pei foi mance

1. ‌Business and performance

   1. ‌Business

      1. About the Group

         The Group is the leading insurance-financial group in Slovenia and the Adria region as well as one of the leading groups in South-Eastern Europe. The Group operates in a broader international environment mainly through partnerships with foreign companies involved in insurance agency and brokerage as well as reinsurance. The Group's main markets in the Adria region and its core activities are presented in the figure below. As at 31 December 2025, the Group comprised 53 undertakings, i.e. the Company, 29 subsidiaries, 10 associated companies and 13 joint ventures.

         Figure 1: Schematic of the Group's subsidiaries and associated companies and their respective participating interests as at 31 December 2025
         
         

         Insurance is the largest strategic activity of the Group. It includes non-life, health, life and pension insurance as well as the reinsurance activity.

         The Group's insurance business comprises:

         • In Slovenia: The Company and Pozavarovalnica Triglav Re, d.d. (hereinafter: Pozavarovalnica Triglav RE);
         • Outside of Slovenia: eight insurance undertakings in the Adria region (Croatia, Serbia, Montenegro, Bosnia and Herzegovina and North Macedonia), the Company's branch in Greece (in line with the FOE principle) and business partnerships (in line with the FOS principle).

         Asset management activity includes management of the insurance undertakings' investment portfolios, savings of clients via the insurance services of the Group's life and pension insurance undertakings, investment management, and management of clients' assets in mutual funds and individual asset management. Asset management is presented in more detail in the business part of the Annual Report of the Triglav Group and Zavarovalnica Triglav d.d., 2025 (hereinafter: Annual Report)5, Sections 8.4 and 7.5.

         Figure 2: Group's strategic activities
         
         
      2. Supervisory body

         The Group's supervisory body is:

         Insurance Supervision Agency (hereinafter: AZN), Trg republike 3,

         1000 Ljubljana, Slovenia

      3. External audit

         Based on the resolution of the General Meeting of Shareholders of the Company (hereinafter: General Meeting of Shareholders), the following audit firm was appointed as the external auditor of the Company for the 2025 financial year:

         Deloitte revizija d.o.o., Dunajska cesta 165,

         1000 Ljubljana, Slovenia

         ‌5 Annual Report is published on the Group's website: http://www.triglav.eu.

      4. Shareholder structure of the Company

         There were no significant changes in the Company's shareholder structure in 2025. The largest shareholders, funds owned by the Republic of Slovenia (Pension and Disability Insurance Institute of Slovenia (ZPIZ)- 34.47 percent ownership stake and Slovenian Sovereign Holding (SDH)- 28.09 percent ownership stake) maintained unchanged ownership shares, while the third largest shareholder, Croatian pension fund (visible in the fiduciary account of its custodian bank) increased its investment by 1.6 percentage points to 8.4 percent. According to the data available, these three shareholders are the sole holders of qualifying holdings in the Company as at 31 December 2025.

         Chart 4: Company's shareholder structure as at 31 December 2025
         
         

         At the end of the year, the Company had 8,748 shareholders, around 30 of which were international banks with fiduciary accounts held by their clients and international institutional investors mostly from Europe and the USA. They held a 14.8 percent stake (a decrease of 1.1 percentage points compared to previous year), while the stake of Slovenian institutional shareholders stood at 8.2 percent (a 0.4 percentage points increase compared to previous year). In recent years, a gradual growth of ownership by Slovenian retail investors was observed which continued in 2025 as their stake increased by 0.7 percentage points to 14.5 percent.

         CHANGES TO THE GROUP'S STRUCTURE

         The Group's structure changed in 2025. The Group's undertakings performed certain corporate activities, i.e.:

         − On 17 September 2025, Triglav, Pokojninska družba acquired an additional 33 percent ownership stake in Društvo za upravljanje EDPF, a.d., Banja Luka. With the acquisition, Triglav, pokojninska družba and the Group acquired a 67 percent ownership stake in the acquired company. Upon the acquisition of the company, the Group was granted a goodwill of EUR 0,4 million.

         − Triglav, Upravljanje nepremičnin, d.o.o., Ljubljana, has increased capital in Triglav, upravuvanje so nedvižen imot DOOEL, Skopje, in the amount of 94,8 Macedonian denars or EUR 1,5 million. The capital increase was raised through an in-cash contribution, with which

         Triglav, Upravljanje nepremičnin, d.o.o., retained a 100 percent stake in the undertaking. The capital increase had no impact on the Group's consolidated financial statements.

         − The Company acquired a 21.68 percent stake in HPI GMA S.A. It decided that it has a significant impact on HPI GMA S.A., therefore the undertaking is accounted for using the equity method in both separate and consolidated financial statements.

         − The following undertakings were successfully liquidated: Triglav Savjetovanje, d.o.o., Zagreb, u likvidaciji, Triglav Savetovanje, d.o.o., Beograd, u likvidaciji, and Triglav upravljanje nekretninama, d.o.o., Podgorica. The liquidations did not have a significant impact on the consolidated financial statements of the Group.

         − In the last quarter of 2025, Triglav Skladi, d.o.o., and Triglav Fondovi, d.o.o., Sarajevo, were renamed to Triglav Investments, d.o.o. (hereinafter: Triglav Investments) and Triglav Investments, d.o.o., Sarajevo. At the beginning of 2025, Triglav Zdravstvena asistenca, d.o.o., Ljubljana was renamed to Triglav Med, d.o.o., Ljubljana.

         − Triglav INT, d.o.o., purchased a 14.29 percent stake in Triglav Osiguruvanje Život, a.d., Skopje, from Triglav Osiguruvanje, a.d., Skopje, and thus became its 100 percent owner. The transaction had no material impact on the Group's consolidated financial statements.

         − Triglav Investments, d.o.o., Sarajevo, withdrew its own stake and at the same time reduced its share capital. As a result, Group's capital stake in the company changed from 63.58 percent to 63.20 percent, with the share of voting rights unchanged compared to 2024.

         Changes to the Group's structure are presented in more detail in the accounting part of the Annual Report, Section 2.1.4.

      5. Significant events in 2025

         − Strong performance: The Group exceeded the planned annual profit by the end of the year. Total volume of operations increased in all business segments apart from Health segment. The Company's operations are presented in more detail in the business part of Annual Report, Section 8.

         − Dividend payment: At the General Meeting of Shareholders in June, the shareholders adopted the proposed resolution of the Management Board and the Supervisory Board to pay out a dividend of EUR 2.8 gross per share for a total value of EUR 63.7 million. At the end of the year, this represented a dividend yield of 4.7 percent. This is presented in more detail in the business part of Annual Report, Section 6.4.

         − High credit rating confirmed: S&P Global Ratings upgraded the Group's financial strength rating and credit rating from "A" to "A+" in June, while AM Best affirmed an "A" rating in October. Both estimates have a stable medium-term outlook. This is presented in more detail in the business part of Annual Report, Section 6.6.

         − Corporate governance: The General Meeting of Shareholders appointed Andrej Andoljšek and Barbara Cerovšek Zupančič as members of the Supervisory Board, shareholder representatives. Members of the Supervisory Board, employee representatives, Janja Strmljan Čevnja and Aleš Košiček, submitted their resignation statements in March 2025. In September, the Supervisory Board took note of the proposal of the Works Council and

         appointed Ivica Vulić as a member of the Management Board, Workers Director. He began his five-year term as a member of the Management Board in January 2026. In November, the Works Council elected Rudi Lipovec to the Company's Supervisory Board as an employee representative. This is presented in more detail in the business part of Annual Report, Section 5.3.

         − Business optimization in the Asset management segment: To simplify and optimize the Group's operations, the entire activity of voluntary supplementary pension insurance in the savings phase and management of backing fund was transferred from the Company to the specialized subsidiary Triglav, pokojninska družba. The proposed spin-off was also approved by the General Meeting of Shareholders. The spin-off was entered in the court register on 1 October 2025. More details are available in the business part of Annual Report, Section 2.7.

         − Internationalisation of operations: In line with strategic ambition of internationalisation of operations, the Group has expanded the scope of operations in foreign markets. In cooperation with the Italian insurance agency Prima and reinsurance company Ageas Re, it started operating on the Italian motor vehicle insurance market in June. The impact of the new business operation significantly increased the total volume of Group's operations on an annual level. In August 2025, AXA entered into an agreement to acquire a 51 percent stake in Prima. The acquisition of the stake was conditional on the fulfilment of customary conditions precedent and obtaining regulatory approvals and was completed in November 2025. In July 2025, the management body of the Company decided to acquire up to 24.8 percent ownership in the fast-growing Insurtech company HPI GMA S.A., with which the Group participates in the Polish motor vehicle insurance market, through a capital investment over the next 24 months. By the year end, it acquired a 21.68 percent stake in the company, and the European Bank for Reconstruction and Development (EBRD) will also become its minority owner. With this investment, the Group aims to consolidate its operations on the Polish market. More details are available in the business part of Annual Report, Section 4.

      6. Treatment of related undertakings in consolidation for solvency purposes

         The Company calculates capital adequacy at the Group level. The Company and its related undertakings are included in the Group's solvency calculation6. All subsidiaries that perform the principal and ancillary activities are subject to full consolidation in the calculation of the Group's capital adequacy (method 1). Triglav Investments and Triglav, pokojninska družba are not consolidated for the purpose of determining the Group's solvency as their capital adequacy is calculated according to the sector regulations, but both are consolidated for financial reporting purposes. Other related Group's undertakings that do not perform the principal or ancillary activity are not consolidated in the solvency calculation, with their capital requirements calculated separately and without any diversification effects. The criterion for choosing a consolidation method for solvency purposes is the ownership stake and activities of individual related Group's undertakings.

         ‌6 Commission Delegated Regulation (EU) 2015/35, Article 1 (49)

         Table 1: List of the Group's undertakings and the method of consolidation for solvency and financial reporting purposes as at 31 December 2025*

         Group's undertakings	Consolidation method for solvency purposes	Consolidation method for financial reporting purposes
         Zavarovalnica Triglav, d.d. - parent company	Full consolidation	Full consolidation
         Pozavarovalnica Triglav Re, d.d., Ljubljana	Full consolidation	Full consolidation
         Triglav Med, d.o.o.	Full consolidation	Full consolidation
         ESKULAP družba za zdravstvene storitve d.o.o.	Full consolidation	Full consolidation
         Triglav Investments, upravljanje premoženja, d.o.o., Financial investment - FV Full consolidation
         Ljubljana
         Triglav Investments d.o.o. Sarajevo	Though the Company	Full consolidation
         Triglav, pokojninska družba, d.d., Ljubljana	Financial investment - FV	Full consolidation
         Društvo za upravljanje EDPF, a.d., Banja Luka	Though the Company	Full consolidation
         Triglav, Upravljanje nepremičnin, d.o.o., Ljubljana	Full consolidation	Full consolidation
         Triglav Svetovanje, d.o.o., Domžale	Full consolidation	Full consolidation
         Triglav Avtoservis, d.o.o., Ljubljana	Full consolidation	Full consolidation
         VSE BO V REDU, zavod ZT za družbeno odgovornost	Financial investment - FV	Financial investment - C
         Triglav INT, d.d., Ljubljana	Full consolidation	Full consolidation
         Triglav international d.o.o. Beograd	Full consolidation	Full consolidation
         Triglav Osiguranje, d.d., Zagreb	Full consolidation	Full consolidation
         Triglav Osiguranje, a.d., Banja Luka	Full consolidation	Full consolidation
         Triglav Osiguranje, d.d., Sarajevo	Full consolidation	Full consolidation
         Triglav Osiguranje, a.d.o, Beograd	Full consolidation	Full consolidation
         Lovćen Osiguranje, a.d., Podgorica	Full consolidation	Full consolidation
         Lovćen životna osiguranja, a.d.,Podgorica	Full consolidation	Full consolidation
         Triglav Osiguruvanje, a.d., Skopje	Full consolidation	Full consolidation
         Triglav Osiguruvanje Život, a.d., Skopje	Full consolidation	Full consolidation
         Lovćen auto, d.o.o., Podgorica	Full consolidation	Full consolidation
         Autocentar BH, d.o.o., Sarajevo	Full consolidation	Full consolidation
         Triglav Savjetovanje, d.o.o., Sarajevo	Full consolidation	Full consolidation
         Sarajevostan, d.d., Sarajevo	Financial investment - FV	Full consolidation
         Triglav upravljanje nekretninama, d.o.o., Sarajevo	Full consolidation	Full consolidation
         Triglav upravljanje nekretninama, d.o.o., Zagreb	Full consolidation	Full consolidation
         Triglav upravuvanje so nedvižen imot DOOEL, Skopje	Full consolidation	Full consolidation
         KATERA Beteiligungs-Verwaltungsgesellschaft P11, mbH	Financial investment - FV	Financial investment - EM
         Triglavko, d.o.o., Ljubljana	Financial investment - FV	Financial investment - EM
         HPI GMA S.A.	Financial investment - FV	Financial investment - EM
         Trigal, upravljanje naložb in svetovalne storitve, d.o.o., Ljubljana	Financial investment - FV	Financial investment - EM
         Triglav, penzisko društvo, a.d., Skopje	Financial investment - FV	Financial investment - EM
         Alifenet, d.o.o., Ljubljana	Financial investment - FV	Financial investment - EM
         Diagnostični center Bled, d.o.o., Bled	Financial investment - FV	Financial investment - EM
         Kirurški sanatorij Rožna dolina, d.o.o., Ljubljana	Though the Company	Though the Company
         MTC Fontana, d.o.o., Maribor	Though the Company	Though the Company

         Medi Cons kardiologija, d.o.o., Novo mesto	Though the Company	Though the Company
         Gastromedica, d.o.o., Murska Sobota	Though the Company	Though the Company
         Internistična GE ambulanta, d.o.o., Nova Gorica	Though the Company	Though the Company
         Cardial, d.o.o., Ljubljana	Though the Company	Though the Company
         MDT & T, d.o.o., Maribor	Though the Company	Though the Company
         DC Naložbe, d.o.o., Bled	Though the Company	Though the Company
         Šubic-diabetologija d.o.o.	Though the Company	Through the Company
         Pulmed d.o.o.	Through the Company	Through the Company
         MEDILAB, d.o.o.	Through the Company	Through the Company
         Neuroedina, d.o.o., Bled	Through the Company	Through the Company
         Salinera, d.o.o.	Though the Company	Though the Company
         Trigal Renewables, d.o.o.	Though the Company	Though the Company
         Trigal Funds, d.o.o.	Though the Company	Though the Company
         Trigal Dev, d.o.o.	Though the Company	Though the Company
         PRISTAVA INVEST d.o.o.	Though the Company	Though the Company

         *Financial investment - EM: investments in companies under consolidation are valued according to the equity method

         *Financial investment - FV: investments in companies under consolidation are valued at fair value

         *Financial investment - C: investments in companies under consolidation are valued at cost

         The activity and equity interest of an individual related Group's undertaking are presented in template S.32.01.22 in the annex to this report.

   2. ‌Underwriting performance

      In 2025, the Group's profit before tax amounted to EUR 174.1 million and exceeded the plan, consequently the net profit increased as well. The Group's strong performance was driven by increased volume of operations and favourable financial market conditions, which impacted the return on the Group's financial investments. Claims were not significant in 2025.

      Table 2: Group's operating performance In EUR thousand

      	2025	2024
      Profit before tax	174,051	159,042
      Net profit	136,712	131,418
      Non-Life and health insurance combined ratio	93.2%	93.6%
      Claims ratio	66.4%	65.5%
      Expense ratio	26.8%	28.1%
      ROE	13.2%	14.0%

      The Group's insurance undertakings that are fully consolidated according to the segmentation for solvency purposes, including Pozavarovalnica Triglav RE, generated EUR 2,629.8 million worth of unconsolidated gross written premium from insurance, co-insurance and reinsurance contracts in 2025, which increased by EUR 842.7 million compared to 2024. The highest growth in unconsolidated gross written premium was recorded in the Motor vehicle liability insurance line of business in the amount of EUR 531.6 million. Most of the growth stems from the Company as a result of the business in Italian market.

      According to the segmentation for solvency purposes, gross claims incurred in 2025 amounted to EUR 1,163.4 million and have increased by EUR 261.4 million compared to 2024. The highest growth comes from the Motor vehicle liability insurance line of business. Expenses incurred amounted to EUR 647.0 million in 2025. Compared to 2024, they were higher by EUR 155.6 million.

      The table below presents the unconsolidated gross written premiums from insurance, coinsurance and reinsurance contracts, gross claims incurred and the expenses incurred under the major insurance lines of business used for solvency purposes. The amounts for other insurance lines of business are presented in template S.05.01.02 of the annex to this report.

      		In EUR thousand
      2025		2024
      Unconsolidated gross written premiums from insurance, co- 2,629,798
      insurance and reinsurance contracts
      Non-life insurance including health insurance	2,411,011	1,566,339
      Motor vehicle liability insurance	846,066	314,480
      Fire and other damage to property insurance	502,639	477,874
      Other motor vehicle insurance	312,007	240,783
      Non-proportional property reinsurance	198,138	121,950
      Other non-life and health insurance lines of business	552,161	411,251
      Life insurance	218,786	220,808
      Index-linked and unit-linked insurance	132,135	136,955
      Insurance with profit participation	52,714	50,549
      Other life insurance	32,433	32,024
      Other life insurance lines of business	1,505	1,281
      Gross claims incurred	1,163,440	902,022
      Non-life insurance including health insurance	970,187	700,100
      Motor vehicle liability insurance	291,164	177,989
      Fire and other damage to property insurance	212,594	165,181
      Other motor vehicle insurance	124,969	155,721
      Non-proportional property reinsurance	89,966	20,851
      Other non-life and health insurance lines of business	251,494	180,358
      Life insurance	193,253	201,922
      Insurance with profit participation	103,546	103,445
      Index-linked and unit-linked insurance	77,424	80,929
      Other life insurance	11,189	11,117
      Other life insurance lines of business	1,095	6,430
      Expenses	647,017	491,429
      Non-life insurance including health insurance	604,345	447,995
      Motor vehicle liability insurance	204,627	92,983
      Fire and other damage to property insurance	136,076	139,245
      Other motor vehicle insurance	76,454	69,096
      Income protection insurance	42,734	28,552

      Table 3: Group's premium and expenses by significant lines of business for solvency purposes 1,787,147

      Other non-life and health insurance lines of business	144,454	118,120
      Life insurance	42,672	43,434
      Index-linked and unit-linked insurance	23,800	21,778
      Other life insurance	12,115	10,446
      Insurance with profit participation	6,762	11,255
      Other life insurance lines of business	-6	-45
      Other expenses	44,784	6,061

      The Group operates in seven markets and six countries in the Adria region. It also operates outside the abovementioned territory by utilizing cross-border insurance services in other countries and additionally also by offering international reinsurance. The Group generated most of the unconsolidated gross written premium in Slovenia (40.4 percent of total premium), followed by Italy (26.8 percent of the total premium) and Serbia (5.9 percent of the total premium). The Group also successfully increased its shares in other markets. Similarly to the gross written premium, the largest share of gross claims incurred came from Slovenia, followed by Italy. The table below presents the Group's unconsolidated gross written premium from insurance, co-insurance and reinsurance contracts, and gross claims incurred by country.

      Table 4: Geographic distribution of the Group's unconsolidated premium and claims In EUR thousand

      	2025	2024
      Unconsolidated gross written premiums from insurance, co-insurance and reinsurance contracts	2,629,798	1,787,147
      Slovenia	1,063,458	1,041,443
      Italy	703,999	9,675
      Serbia	155,418	144,052
      Croatia	135,437	115,438
      United Kingdom	94,623	34,816
      Poland	62,831	58,105
      Other countries	414,032	383,619
      Gross claims incurred	1,163,440	902,022
      Slovenia	582,760	573,248
      Italy	120,290	7,982
      Serbia	51,456	59,001
      Croatia	58,781	64,057
      United Kingdom	73,384	4,177
      Poland	36,904	22,902
      Other countries	239,865	170,655

      Detailed quantitative data on the Group's operations according to geographic distribution is presented in template S.05.02.02 in the annex to this report.

   3. ‌Investment performance

      The Group pursued a relatively prudent investment policy that emphasised safety and liquidity of investments as well as their adequate return. The largest part of investment policies is related to assets covering future non-life and life insurance liabilities.

      The investment result was most affected by the structure of the Group's investments and the developments on financial markets. This chapter presents the Group's investment performance broken down by main sources. The Group's investment performance is presented in the accounting part of Annual Report, Section 3.4. The returns on financial investments, including unit-linked insurance assets, represent the difference between the income and expenses of financial assets.

      2025 was a relatively calm and successful year for financial markets. Compared with the end of 2024, the euro risk-free interest rate curve declined in its short-term part and increased in the long-term part. The euro risk-free rate curve is taking its typical upward shape. Credit spreads of corporate bonds continued to decline amid relatively low volatility, while for government bonds of the highest credit quality, credit spreads increased slightly. Stock markets ended the year on a positive note, but with significantly more moderate growth than in 2024. Favourable market conditions had a positive impact on the Group's financial investments' return.

      The highest return was achieved on interest income, which is calculated using the effective interest rate. Stable and relatively high-interest rate levels and an increase in the volume of government bonds in the portfolio have contributed to further growth in interest income, which has been strengthening for several consecutive years.

      A positive result was also achieved for the item net profits or losses from financial assets measured at fair value through profit or loss. These have though decreased compared to 2024. A significant part of this decline stems from the unit-linked insurance assets, reflecting a more subdued growth in stock markets compared to 2024. Dividend income represents a smaller part of the total investment return and remained comparable to the previous year, as there were no significant changes in the stock portfolio.

      The result from financial assets measured at fair value through other comprehensive income was negative mainly due to the impact of the increase in long-term risk-free interest rates on the valuations of long-term government bonds, while further contraction of credit spreads of corporate bonds had a positive impact on their values.

      Net impairments or impairment reversals of financial assets were negative but low in 2025. The high positive result in 2024 was mainly due to a one-off event related to the reversal of a more extensive impairment due to divestiture of the investment. Without this effect, the item is comparable.

      The change in other investment income was positively affected by alternative investments, while foreign exchange differences contributed negatively to this result in 2025.

      Table 5: Income and expenses from the Group's investment activities for financial reporting purposes Income and expenses from investing activities

      Return on investments Of which return on unit-

      	2025	2024	2025	2024
      Interest income calculated using effective interest rate	55,474	47,287	0	0
      Dividend income	2,685	2,600	0	0
      Net gains/losses from financial assets measured at fair 29,604		106,775	25,894	97,935
      Net gains/losses from financial assets measured at 0		0	0	0
      Net gains/losses from financial assets measured at fair value through other comprehensive income	-966	-3,314	0	0
      Net impairments/impairment reversals	-155	3,334	0	0
      Other investment income/expense	1,169	3,066	0	73
      Total	87,811	159,747	25,894	98,008

      linked insurance assets

      value through profit or loss amortised cost

      No Group's undertaking invested in securitisation instruments.

   4. ‌Performance of other activities

      1. Other income and expenses

         The Group's other income comprising other operating income and other income totalled EUR

         32.4 million in 2025, compared to EUR 34.9 million the year before. Most of the income in 2025 relates to non-attributable insurance revenue in the amount of EUR 5.2 million, lease income in the amount of EUR 7.4 million and income from sale of services and products of non-insurance undertakings in the amount of EUR 11.7 million.

         The Group's other expenses comprising other operating expenses and other expenses totalled EUR 44.0 million in 2025. The largest share of the abovementioned expenses refers to expenses for employee benefits in the amount of EUR 23.6 million, non-attributable insurance service expenses in the amount of EUR 12.7 million, and depreciation and other expenses related to investment property in the amount of EUR 4.2 million.

         Other net income from discontinued operations in 2024 amounted to EUR 11.0 million. It mainly related to the recognized reimbursement by the Ministry of Health for the difference between the amount of costs paid to health service providers and the value of health service revenue from supplementary health insurance of EUR 11,0 million. In 2025, the Group had no income from discontinued operations. Detailed information on the Group's other operating income and expenses and other income and expenses is presented in the accounting part of Annual Report, Sections 3.7.6 and 3.7.14.

         Table 6: Net other operating income/expenses and net other income/expenses for financial reporting purposes In EUR thousand

         	2025	2024
         Net other operating income/expenses from continuing operations	-11,318	-8,139
         Other operating income	30,018	29,869
         Other operating expenses	-41,336	-38,007
         Net other operating income/expenses from discontinued operations	0	-60
         Other net income from continuing operations	-307	2,056
         Other income	2,353	5,000
         Other expenses	-2,660	-2,944
         Other net income/expenses from discontinued operations	0	11,022

      2. Lease agreements

         In the reporting period, Group's undertakings concluded several lease/rental agreements as lessors/landlord and as lessees/tenant. Among the contractual relationships where the Group's undertakings acted as the landlord, only investment property was considered material. Of the total value of investment properties of EUR 65.0 million, the annual lease income totalled EUR

         7.4 million. The Company generated 72 percent of the said income, while other Group's undertakings jointly generated 28 percent. Group's undertakings acted as the tenant/lessee when renting business premises and parking spaces, leasing software and data lines, leasing multi-function devices and renting cars.

         As at 31 December 2025, the right-of-use assets totalled EUR 12.1 million in the Group's consolidated financial statements. The total annual depreciation expense of these assets amounted to EUR 4.4 million, while interest expenses amounted to EUR 0,8 million. Expenses for leases not accounted according to International Financial Reporting Standards (hereinafter: IFRS) 16, i.e. short-term leases and low-value leases, totalled EUR 1.8 million in 2025.

      3. Material intra-group transactions within the Group

         Intra-group transactions in the Group are mainly related to reinsurance, underwriting fees, investment and property management, and intra-group rental. In 2025, reinsurance written premiums amounted to EUR 219.8 million (EUR 204.9 million in 2024), reinsurance claims amounted to EUR 92.2 million (EUR 106.3 million in 2024), and reinsurance commissions amounted to EUR 56.2 million (EUR 49.6 million in 2024).

         In 2025, underwriting fees of EUR 7.1 million was charged for intra-group transactions (EUR 7.4 million in 2024), rent of EUR 1.4 million (EUR 1.3 million in 2024), property management income of EUR 1.7 million (EUR 1.8 million in 2024) and income from other services EUR 1.2 million (EUR 1.2 million in 2024).

   5. ‌Any other information

      Following the balance sheet date, there has been an escalation of geopolitical tensions in the Middle East, including Iran-related events. In the stress scenarios carried out in the process of its own risk and solvency assessment, public announcements and reports, the Group has already

      highlighted geopolitical risks as important, as they may affect its business in the short term, primarily through a potential change in the value of financial investments. The Group also has exposure arising from insurance business in the Middle East, which is assessed as non-material due to adequate reinsurance protection.

      All other important information relating to Group's business and performance is disclosed in Sections A.1 through A.4.

      
      
      
      
      
      
      

      B.

      
      
      
      
      

      B.1

      Genei al imoi mation on the system of govei nance

      
      
      

      B. 3

      R isI‹ mana genJent system includm g the own i isI‹ and

      solvency assessment

      B 4

      Intei naI conti ol system

      
      
      

      B.7

      0ut son i cing

      B 8

      Any othei infoi nlat ion

      Bi Act:› |functon

2. ‌System of governance

   1. ‌General information on the system of governance

      1. Corporate governance

         The Group consists of the Company, its subsidiaries and associates in which the Company directly or indirectly holds the majority of voting rights. Subsidiaries in the Group operate as independent legal entities, i.e. in line with the applicable local legislation, the resolutions adopted by general meetings and the management and supervisory bodies of subsidiaries, business cooperation agreements (if any) and other adopted internal acts.

         To ensure effective governance and control of the Group's subsidiaries, a three-line system of governance is implemented comprising:

         1. Corporate governance: as part of the first line involves the active exercise of management rights by the Company.

         2. Key function governance: the second line relates to key functions of the Company.

         3. Business line governance: the third line represents the business lines within the Company.

         The responsibility for the implementation of the three-line system of governance of the Group's subsidiaries lies with: Triglav Group Subsidiary Management Division, key functions, expert departments and the Company's business area, which cooperate to establish and maintain an effective and transparent system of Group's governance.

         The system of governance at the Group level is structured as corporate governance involving active enforcement of management rights held by the Company and its subsidiaries vis-à-vis their subsidiaries pursuant to the applicable legislation and internal rules. Effective monitoring or supervision over the operations of subsidiaries and comprehensive risk management is ensured at the Group level with the aim of maintaining the risk profile within the limits defined in the risk appetite act. Such governance enables the transfer of the risk management culture across all business segments and all undertakings as well as efficient and coordinated operations and realisation of synergies, especially through activities that promote cooperation in professional areas, and sharing of information and knowledge at the Group level.

         The Group's system of governance is established at the Company through the functioning of general meetings, supervisory and management bodies of individual subsidiaries as well as standardisation and the unification of key rules and procedures in individual expert divisions at subsidiaries, including key functions of risk management, compliance, internal audit and the actuarial functions at subsidiaries, with the aim of establishing uniform minimum standards in the area of core activity, effective management, reporting and supervision at the Group level.

         The corporate governance system is implemented by having the Company as the holding company at the Group level carrying out management activities vis-à-vis its direct subsidiaries whereby the latter are responsible for transposing the system of governance and performing management activities vis-à-vis their direct subsidiaries. The management and coordination of corporate governance activities in line with the three-line corporate governance system of the Company and its subsidiaries is the responsibility of Triglav Group Subsidiary Management

         Division, which actively cooperates with other relevant organisational units within the Company. A portion of corporate governance also includes the synchronisation and preparation of the strategy and the design of a risk management system at the Group level. Within the given strategic orientations, each subsidiary that implements the Group's strategic activities has a defined strategy, usually for a five-year period, based on which long-term and strategic activities are carried out. The Group strategy employs the balanced scorecard principle which allows supervisory bodies to monitor operating performance which allows supervisory bodies to monitor operating performance on an ongoing basis as well as take appropriate measures in case of deviations from the plan. The essential guidelines and objectives of the Group's strategy are to be conscientiously followed when managing and governing subsidiaries.

         1. Governance bodies of individual Group's undertakings

            The management body in an individual Group's undertaking is represented by the management board (president of the management board and members of the management board) or the director in undertakings with a two-tier system of governance and executive directors or the board of directors in undertakings with a one-tier system of governance.

            The management body manages the undertaking and its operations and is responsible for the legality and economy of the undertakings' operations and the achievement of business plans. The management body manages the undertaking independently and on its own responsibility, unless it is bound by a decision of the undertaking's General Meeting of Shareholders. In cases where this is stipulated in the internal acts of an undertaking or decision of the supervisory authority, it is obliged to obtain the consent of the supervisory authority for its decision. The management body is obliged to act with the diligence of a conscientious and honest businessperson and to protect the interests of each undertaking. The management body of an undertaking exercises the powers and performs tasks laid down by the applicable legislation and internal acts that apply to each undertaking.

            GENERAL MEETING

            The general meetings of Group's undertakings exercise the powers and perform the tasks defined by the legislation and internal acts that apply to each undertaking.

            In single-member limited liability undertakings, the role of the general meeting is assumed by the shareholder. At the general meetings of undertakings, where minority company members or shareholders are also present, the Company exercises its rights in a way that guarantees the right to equal treatment in the provision of information and ensures protection of all legal rights of minority company members or shareholders, which the bodies of the undertakings treat equally under the same conditions, as well as the protection of the Group's interests.

            The voting proxy at the general meetings of the Company's direct subsidiaries and the voting instructions are proposed by the Triglav Group Subsidiary Management Division and approved by the Company's Management Board.

            SUPERVISORY BODY

            Group's undertakings are supervised through supervisory bodies of the respective undertaking. The supervisory body supervises the management of each subsidiary, regularly monitors their operations and gives consent to transactions insofar as these are necessary in line with the

            internal acts or resolutions of the subsidiary. To ensure responsible supervision and decision-making for the benefit of the undertaking, the composition of the supervisory body considers professional knowledge, experience and skills of each member that complement those of the other members (complementarity of knowledge and experience). Continuity and diversity of the composition of the supervisory body is also ensured in terms of characteristics such as age, internationality and gender representation (heterogeneity of composition). The functioning of the supervisory authority is regulated in more detail in the Rules of Procedure on the Work of the Supervisory Body of each undertaking.

         2. Company's Management Board

            The Management Board governs and manages the Company independently and on its own responsibility. It represents and presents the Company without limitation. The Company is jointly represented in legal transactions by two Management Board members, i.e. the President and member. The Management Board consists of at least three and no more than six members, one of whom is the President. The President of the Management Board proposes the appointment or recall of all or individual Management Board members to the Supervisory Board. The Company has a Workers Director whose position is Management Board member.

            The main powers and tasks of the Management Board are as follows: compliant management and organisation of the Company's operations, representation of the Company vis-à-vis third parties, responsibility for the legality of operations, adoption of the Company's development strategy and the annual plan of operations, and reporting to the Supervisory Board on the performance of both the Company and the Group.

            On 24 September 2025, the Company's Supervisory Board appointed Ivica Vulić as a member of the Management Board, Workers Director, at the proposal of the Works Council. He was appointed for a five-year term of office, with the decision entering into force on the date of obtaining the authorisation of AZN to perform the function of a Management Board member.

            As at 31 December 2025, the Management Board composition was as follows:

            Table 7: Composition and competences of the Company's Management Board members as at 31 December 2025 First and last name Function Area of work within the Management Board

            Manages and directs the work of the Management Board and the operation of the Internal Audit Department. It is responsible for

            Andrej Slapar

            Uroš Ivanc

            President of the Management Board

            Member of the Management Board

            Corporate Accounts Division, Non-Life Insurance Department, Corporate and Legal Affairs Division and Health Insurance Division. It is also responsible for the operation of Arbitration and the GIZ Nuclear Pool as well as for preparation and implementation of the Group's strategy.

            In charge of Finance, Accounting and Controlling Division as well as the Triglav Group Subsidiary Management Division, Investment Department and Actuarial Affairs Department. Also responsible for mergers and acquisitions (M&A), investor relations (IR) and relations with credit rating agencies.

            Tadej Čoroli Member of the Management Board

            In charge of Non-Life Insurance Claims Division, Insurance Sales Division and International Operations Division.

            Marica Makoter

            Blaž Jakič

            Management Board member - Workers Director

            Member of the Management Board

            Represents the worker's interests as set out in the Worker Participation in Management Act. In charge of Back Office Division, Human Resource Management Division, Marketing and Corporate Communications and Client Experience Division, Process, General Affairs and Project Management Division. Also responsible for Compliance Office.

            In charge of Life Insurance Department, IT Division, Risk Management Department and Outward Reinsurance Department. Also responsible for money laundering prevention, Bank assurance section and environmental, social and corporate sustainable development (ESG) activities.

            Other information on the Company's Management Board is presented in more detail in the

            business part of Annual Report, in Section 5.3.2.

         3. Company's General Meeting of Shareholders

            Shareholders exercise their rights at the General Meeting of Shareholders which is convened no less than once a year. The powers and operation of the General Meeting of Shareholders are set out in the Companies Act (ZGD-1) and the Company's Articles of Association. A shareholder registered in the share register kept by the Central Securities Clearing Corporation (KDD)7as the holder of the shares at the end of the seventh day prior to the General Meeting of Shareholders' session may participate in the General Meeting of Shareholders. They may exercise their voting right provided they announce their participation no later than by the end of the fourth day prior to the date of the General Meeting of Shareholders. The rights and obligations afforded to the shareholders by the shares as well as the explanations on the limitations on share transfers and the attainment of the qualified share are presented in greater detail in the business part of the Annual Report, Section 6.2.

         4. Company's Supervisory Board

            Pursuant to the Articles of Association, the Company's Supervisory Board is composed of nine members, six of whom are shareholder representatives and three are employee representatives. The members of the Supervisory Board - shareholder representatives are elected by the General Meeting of Shareholders. The Members of the Supervisory Board who act as employee representatives are elected by the Company's Works Council, which informs the Company's General Meeting of Shareholders of its decision. The Chair and Vice Chair act as shareholder representatives. The term of office of Supervisory Board members is four years, whereby they may be re-elected without limitation.

            The Supervisory Board supervises the Company's management. In addition to the powers under the Companies Act and the Insurance Act (hereinafter: ZZavar-1), the Supervisory Board grants its consent to the decisions of the Management Board where the stake of the Company or the value exceeds the limit set in the Rules of Procedure of the Supervisory Board, i.e. in the establishment of companies with share capital in Slovenia and abroad, the acquisition or sale of the Company's stakes in foreign or domestic companies (except if these are equity holdings for which the classic portfolio management approach is applied), the issue of debt securities of the Company and long-term borrowing from domestic and foreign banks, the acquisition and sale of the Company's property as well as investment in its property. The Supervisory Board also

            ‌7KDD d.d. - Centralna klirinško depotna družba.

            grants its consent to the appointment and dismissal of the Internal Audit Department Director as well as to the granting and revoking authorisations of the Company's key function holders. It also grants consent to the Management Board for the business strategy and financial plan of the Company as well as the overarching internal acts of the system of governance. The Supervisory Board also sets the remuneration of the President and members of the Management Board and works with the Management Board to set the remuneration of the Internal Audit Department Director.

            When supervising the conduct of the Company's business, the Supervisory Board in particular supervises the adequacy of procedures and effectiveness of the work of the Internal Audit Department, considers the findings of AZN, tax inspection and other supervisory authorities in procedures for the Company's supervision, verifies annual and other financial reports of the Company and prepares a reasoned opinion thereto, provides grounds for its opinion on the Internal Audit Department's annual report to the General Meeting of Shareholders and compiles a written report for the General Meeting of Shareholders, reviews the proposal for the appropriation of distributable profit, which was submitted by the Management Board, takes a position on the audit report and draws up a written report for the General Meeting of Shareholders by including potential comments or approving it.

            The Supervisory Board appoints and may also recall the members of the Management Board. In doing so, it strives to ensure the continuity of their work through prudent and timely selection of the President and, at the President's proposal, also the selection of other members of the Management Board. The Supervisory Board decides by a majority of the votes cast by the members present.

            The term of office of the members of the Supervisory Board, Andrej Andoljšek and Tomaž Benčina, shareholder representatives, expired on 14 June 2025. The General Meeting of Shareholders reappointed Andrej Andoljšek and a new member Barbara Cerovšek Zupančič, both as shareholder representative, whose term of office began on 15 June 2025.

            Janja Strmljan Čevnja, member of the Supervisory Board, employee representative, resigned from the position of member of the Supervisory Board as of 13 March 2025, as well as Aleš Košiček, Member of the Supervisory Board, employee representative, on 25 March 2025. The Works Council elected Rudi Lipovec as a member of the Supervisory Board, employee representative, for a four-year term of office, which began on 7 November 2025.

            The composition of the Company's Supervisory Board in the 2024 financial year was as follows:

            Table 8: Supervisory Board members in the 2025 financial year Name and surname Function

            Andrej Andoljšek Chair, shareholder representative

            Tim Umberger Vice Chair, shareholder representative

            Tomaž Benčina Member, shareholder representative (up until 14 June 2025)

            Monica Cramér Manhem Member, shareholder representative Barbara Nose Member, shareholder representative

            Rok Ponikvar Member, shareholder representative

            Barbara Cerovšek Zupančič Member, shareholder representative (as of 15 June 2025) Rudi Lipovec Member, employee representative (as of 15 June 2025)

            Aleš Košiček Member, employee representative (up until 25 March 2025)

            Janja Strmljan Čevnja Member, employee representative (up until 13 March 2025)

            SUPERVISORY BOARD COMMITTEES

            The Company's Supervisory Board may appoint one or several committees, which prepare proposed resolutions of the Supervisory Board, assure their realisation and perform other expert tasks. A committee or commission may not decide on issues that fall under the competence of the Supervisory Board.

            In 2025, the following committees operated in the Company: Audit Committee, Appointment and Remuneration Committee, Strategy Committee, Risk Committee and Nomination Committee operating as a temporary committee of the Supervisory Board. Committees prepare proposed resolutions, ensure their implementation and perform other expert tasks.

            Table 9: Composition and competences of Supervisory Board committees as at 31 December 2025 Supervisory Board committee Competences AUDIT COMMITTEE Composition:

            • Barbara Nose, committee Chair

            • Barbara Cerovšek Zupančič, member

            • Katarina Sitar Šuštar, independent external

              expert

              APPOINTMENT AND REMUNERATION COMMITTEE Composition:

            • Andrej Andoljšek, committee Chair

            • Tim Umberger, member

            • monitoring the financial and sustainability reporting process, preparing reports, and drafting proposals for ensuring its comprehensiveness;

            • monitoring the efficiency and effectiveness of internal controls, internal audit, and risk management systems;

            • monitoring the obligatory audit of annual and consolidated financial statements and reports on the audit findings to the Supervisory Board;

            • in charge of the auditor selection procedure, proposes a candidate to the Supervisory Board to audit the Company's annual report and participates in the drafting of an agreement between the auditor and the Company;

            • monitoring and reviewing the independence for the annual report, in particular the provision of additional non-audit services,

            • monitoring the quality of the auditor's auditing in accordance with the Guidelines for monitoring the quality of external auditing adopted by the Agency for Public Oversight of Auditing and the Slovenian Directors' Association;

            • supervising the integrity of financial information provided by the Company and evaluating the drafting of the annual report, including a draft proposal for the Supervisory Board;

            • cooperating with the Internal Audit Department, monitoring its quarterly reports, examining its internal acts and rules on the functioning of the Internal Audit Department and the annual plan of the Internal Audit Department;

            • examining the decision on the appointment, dismissal and remuneration of the Internal Audit Department Director.

            • monitoring annual compliance reports and reports on concluded contracts with audit firms and companies from audit company networks.

            • proposing criteria for membership in the Management Board;

            • proposing the policies on remuneration, reimbursement and other benefits for the Management Board members;

              • Rok Ponikvar, member - carrying out a preliminary consideration of proposals made by the President of the Management Board related to the management of the Company;

                • performance of the fit and proper assessments of the Management and Supervisory Board members;

                • providing support for and drafting proposals on matters related to the Supervisory Board (e.g. conflicts of interest, design and implementation of a remuneration system for the Supervisory Board members, evaluation of its work in accordance with the Corporate Governance Code).

                  STRATEGY COMMITTEE Composition:

              • Tim Umberger, committee Chair

              • Andrej Andoljšek, member

              • Monica Cramér Manhem, member

              • Barbara Nose, member

              • Rok Ponikvar, member

              • Barbara Cerovšek Zupančič, member

                RISK COMMITTEE Composition:

              • Monica Cramér Manhem, committee Chair

              • Barbara Nose, member

              • Rok Ponikvar, member

              • Jure Vehovec, external member

              • Jörgen Olsen, external member

            • drafting and discussing proposals for the Supervisory Board regarding the Group's strategy;

            • monitoring the implementation of the strategy

            • drafting and discussing proposals and opinions for the Supervisory Board related to the Group's strategic development or planning.

            • monitoring the operation and suitability of the risk management system;

            • advising the Supervisory Board on the overall current and future risk appetite of the Company and on the Risk management strategy;

            • supervising the implementation of the capital management strategy and material risks;

            • considering key internal acts and other documents in the area of risk management that have been submitted to, or are being considered or approved by, the Supervisory Board;

            • considering the annual capital adequacy calculation reports under Solvency II, the Solvency and Financial Condition Reports (SFCR) of the Company and the Group for each year, Own Risk and Solvency Assessment Report, the regular reports on the risk profile of the Company and the Group, and other reports, if any, related to risk management;

            • controlling disclosures and considering the reports of the credit rating agencies for the year.

            The Nomination Committee was formed on 19 November 2024 due to the expiry of the term of office of Supervisory Board members Andrej Andoljšek and Tomaž Benčina in 2025. The committee functioned until the election of new members, shareholder representatives, at the Company's General meeting on 3 June 2025. It included Tim Umberger (president), Rok Ponikvar and Aleš Košiček (members), and external member Mateja Lovšin Herič.

            Its responsibilities were:

            • Preparation of criteria for the selection of shareholders' representatives, unless otherwise determined by the Supervisory Board;

            • recording candidates for Supervisory Board's members;

            • call on the Appointment and Remuneration Committee to carry out the fit and proper assessment of the of the candidates;

            • together with a proposal for fit and proper assessment of candidates for the Supervisory Board's members, the Supervisory Board submitted a proposal for the appointment of one or more candidates for shareholder representative members.

            Other information on the Company's Supervisory Board is presented in the business part of

            Annual Report, in Section 5.3.3.

      2. Remuneration policy at the Group

         Group's undertakings implement the remuneration policy to ensure the realisation of a solid and reliable governance system as well as the integrity and transparency of the operations. The policy is designed by considering the internal organisation of the undertakings as well as the nature, scope and complexity of risk, including sustainability risk. The aim of the policy is to design and implement such employee remuneration distribution systems that ensure the maintenance of adequate capital strength of Group's undertakings, promote reliable and efficient risk management within the bounds of permitted and acceptable risk of individual Group's undertakings, and enable the acquisition and retention of suitably qualified, competent, responsible and dedicated employees. The remuneration policy applies to members of supervisory and management bodies, executive employees, key function holders and other employees at Group's undertakings. The remuneration of the members of the supervisory bodies is set by way of resolutions adopted by the general meetings of Group's undertakings. The remuneration of employees is set proportionally with the complexity, characteristics, scope of tasks or functions, authorisations, responsibilities and experiences as well as to incentivise employees to take decisions or act in a way that leads to the realisation of the objectives of an individual undertaking as well as considering suitable risk management.

         According to the rules of the Company's remuneration policy, each Group's undertaking adopts its own remuneration policy, whereby Group's undertakings are obliged to consider the local legislation in their respective areas when formulating remuneration policies for members of the management and supervisory bodies.

         SUPERVISORY BODY

         The remuneration of the supervisory body and its committees is set by the general meeting of individual Group's undertaking by way of a resolution. The remuneration consists of the remuneration for the performance of function (this includes the basic remuneration for the performance of function and allowances for specific tasks or functions of the member, any travel and accommodation expenses, and liability insurance premiums (D&O insurance) for members of the supervisory authorities. The members of the supervisory bodies of Group's undertakings are not entitled to profit sharing.

         MANAGEMENT BODY

         The remuneration of the members of management bodies, which is comprised of the basic salary (fixed part of pay), the variable part of pay and other rights and benefits is set at the level that incentivizes the achievement of strategic and planned goals, reliable and effective risk management, sustainable development goals, and ensure the long-term sustainability of operations. During the period of validity of the Act Governing the Remuneration of Managers of Companies with Majority Ownership Held by the Republic of Slovenia or Self-Governing Local

         Communities and the by-laws issued on the basis thereof, the restrictions arising from this Act are considered in the Slovenian undertakings of the Group. Members of the management bodies are entitled to the use of assets owned by the undertaking (use of undertakings' car, undertakings' mobile phone, laptop and tablet, all for business and private purposes), the right to a managerial check-up with a preventive health programme, the right to collective accident insurance under the conditions applicable to all employees, the right to pension insurance (Voluntary Supplementary Pension Insurance - PDPZ in the amounts and under the conditions laid down for all employees; Collective Voluntary Pension Insurance - PPZ, in accordance with, or up to, the maximum amount laid down in the internal acts), the right to payment of a liability insurance premium, the right to supplementary health insurance, the right to reimbursement of education expenses and the right to reimbursement of subscriptions related to the performance of duties. No special retirement schemes or early retirement schemes apply to the members of the management bodies.

         The remuneration of the management bodies of the Group's subsidiaries is set in line with the applicable local legislation and regulations in the country where the individual undertaking operates.

         EXECUTIVE EMPLOYEES AND OTHER EMPLOYEES WORKING UNDER INDIVIDUAL CONTRACTS

         The basic salary (fixed part of pay) for executive employees and other employees working under individual agreements is stipulated in the employment contract, whereby they are also entitled to bonuses and the variable part of pay including performance-based part of pay and the business performance part of pay if the internal act of each undertaking provides so.

         EMPLOYEES WORKING UNDER A COLLECTIVE AGREEMENT

         Other employees of individual undertakings are subject to rules that are in accordance with the applicable legislation, while the option of additional remuneration complies with strategic guidelines subject to the attained results.

      3. Related party transactions

         Related parties of the Group are:

         − shareholders of the Company and of all subsidiaries;

         − members of the Management Board of the Company and of all subsidiaries and their immediate family members and companies related to them in which they have a significant influence on decision-making or are appointed to their management or supervisory body;

         − members of the Supervisory Board of the Company and of all subsidiaries and their immediate family members and companies related to them in which they have a significant influence on decision-making or are appointed to their management or supervisory body.

         Related party transactions are presented in more detail in the accounting part of Annual report, Section 4.4. In 2025, the only materially significant transaction was the payment of dividends to two largest Company owners. The Pension and Disability Insurance Institute of Slovenia (ZPIZ) received EUR 21.9 million and the Slovenian Sovereign Holding (SDH) received EUR 17.8 million in dividends.

   2. ‌Fit and proper requirements

      The fit and proper assessment of management and supervisory body members as individuals as well as the management and the supervisory body as a collective body may be implemented at Group's undertakings prior to the appointment for the term of office (initial assessment), during term of office (periodic assessment, presumably once a year), after the appointment of an individual member without prior assessment (subsequential assessment) and in case of occurrence of circumstances that raise doubt as to the fit and proper status of the members (extraordinary assessment).

      As part of the assessment, management and supervisory body members are assessed in terms of the meeting of criteria regarding fit (professional qualifications, experience, and competences) and proper criteria (clean criminal record, professional reputation, goodwill and personal integrity, financial strength). As part of the assessment of the management and supervisory bodies as collective bodies, it is checked whether all members possess collective knowledge and experience related to insurance and financial markets, the business strategy and business models, governance systems, financial and actuarial analyses, risk management and regulative frameworks as well as other legal requirements that are binding on the Company.

      The fit and proper assessment of key function holders and their deputies is performed prior to the granting of the authorisation to an individual key function holder and their deputy, periodically (once a year during the validity of the authorisation) and extraordinarily (upon the occurrence of circumstances that raise doubt as to their fit and proper status). As part of the assessment, the fit (professional qualifications, specialised knowledge, experience and competences) and proper (clean criminal record, professional reputation, goodwill, personal integrity, financial strength) criteria are verified, while the key function holders and their deputies must disclose a statement including the information on the actual or potential conflict of interest as well as the circumstances that create or could create the appearance of a conflict of interest. The policies for fit and proper assessment of key functions and business function in each undertaking determine the conditions to be met by key function holders and their deputies.

   3. ‌Risk management system, including own risk and solvency assessment

      1. Description of the risk management system

         The risk management system covers all areas that affect the Group's operations and set business goals. The Company has set up a risk management system at the Group level as a set of synchronised rules, competences, responsibilities and activities with an aim to ensure that risks at all levels are assumed in line with the set strategic goals and that the key risks are appropriately identified, assessed, monitored and managed. The system is set up to enable continuous upgrading and adjustment to internal and external events as well as changes in the risk arising from the operations of Group's undertakings.

         In order to effectively implement the risk management system at the Group level, each undertaking has a confirmed set of internal rules governing the risk management system in place that have been synchronised with the Company's risk management standards which

         ensure a clear delimitation of internal relationships in terms of the responsibilities and powers of divisions in risk management processes and also define the risk consideration methods, measures and reporting system. Consistency in determining the appropriate level of risk exposure for each subsidiary and up-to-date reporting are pursued, which enables timely monitoring of risks at the Group level.

         It is important to build a suitable culture, especially in terms of knowledge, cooperation and open communication about risks. In this respect, the Company's Management Board and the Group's undertakings' leadership play a key role.

         The Company's four key functions play an important role in the risk management system as they actively ensure coordinated work of all Group's undertakings and a transfer of knowledge and good practices to Group's undertakings. Key functions work together and regularly exchange information required for them to cooperate in a coordinated manner. Each key function has responsibilities for the performance of tasks, processes and reporting obligations defined in the governance system.

         The main building blocks of the Group's comprehensive risk management system are the Group's strategy and the Company's Business Plan. The risk management system at the Group is built in line with the principles of the Company and is based on three lines of defence model. The functioning of the Company's risk management system is transferred to the Group via minimum standards and business functions, considering size, complexity and business profile of an individual undertaking.

         Figure 3: Risk management system at the Group level
         
         

         First line of defence consists of business functions, which are responsible as part of their business decisions for risk identification and assumption in accordance with the guidelines of the Company's Management Board and the management bodies of the Groups' subsidiaries for their respective line of business and are also responsible for active business management of specific business risks.

         Second line of defence comprises key functions and decision-making bodies forming the risk management system. It includes procedures for identifying, assessing or measuring and monitoring exposures as well as the risk exposure limit system, including reporting. Three key functions (risk management function, the actuarial function and the compliance function) form the second line of defence. The second line of defence also includes the competent committees for the area of risk management.

         Third line of defence includes the internal audit function which supervises the operations of individual undertakings and the Group by systematically and methodically auditing and assessing the adequacy and effectiveness of the governance of undertakings and the Group, its risk management and control procedures. The internal audit function also issues recommendations for improvements.

         The Company's Management Board and the Supervisory Board are the primary stakeholders of risk management system. They are simultaneously responsible for the functioning of the risk management system and control processes at the Group level. Just as the Management Board, the Supervisory Board is a primary stakeholder, to which all three lines of defence report, and simultaneously, it is the body responsible for the functioning of the three lines of defence system within the risk management system and control processes. As part of its supervision, it is regularly briefed on the effectiveness and performance of the functioning of the risk management system.

         The Company's Supervisory Board grants its consent to the Management Board for the written rules of the risk management system and regularly monitors the risk profile and capital adequacy. As part of its powers and responsibilities it keeps abreast of key function reports and the findings of the Own Risk and Solvency Assessment (hereinafter: ORSA) process at the Group level and also grants consent to the Management Board for the Solvency and Financial Condition Report of Zavarovalnica Triglav (hereinafter: Company's SFCR) and Group's SFCR.

         The Risk Committee monitors the functioning and adequacy of the risk management system, advises the Supervisory Body on the Company's risk assumption readiness and the Risk management strategy, considers internal acts of the risk management system, annual capital adequacy calculation reports, Company's SFCR and Group's SFCR, ORSA reports and any other report, related to risk management. It also monitors disclosures and considers credit rating agency reports for each year.

         The Company's Management Board formulates business objectives and risk appetite and adopts the Group's risk strategy and risk management policies. It is responsible for the assurance of the effectiveness of the risk management system at the Group level. It confirms the work plans of individual key functions and is regularly briefed on the capital adequacy of the Company and the Group. It confirms the more important reports by key functions, including Regular Supervisory

         Report of Triglav Group (hereinafter: Group's RSR) and Regular Supervisory Report of Zavarovalnica Triglav, d.d. (hereinafter: Company's RSR), ORSA report and SFCR.

         The Company's Management Board actively participates independently and through committee participation in risk management processes, guides the ORSA process and ensures it is synchronized and related to capital planning and capital management at the Group level. The Company and individual subsidiaries observe the synchronised and confirmed objectives from the Strategy and thus decide on the exploitation of business opportunities, whereby it is important to consider the assumed risks that are managed within the scope of the permitted exposure limits so as to realise the Group's strategy.

         The Group's risk management processes are implemented primarily at the level of the individual subsidiaries and secondarily at the Group level. The management of subsidiaries and the appointed responsible persons are in charge for the setup and functioning of the risk management system at the level of individual subsidiaries. The drafting of content and transfer of minimum standards for the area of risk management is the responsibility of the Company's Risk Management Department, which works in conjunction with the Triglav Group Subsidiary Management Division. This ensures an effective and transparent risk management system at the Group level. Effective communication, quality data, information exchange and documentation are especially important in the implementation of risk management.

         The Group's risk management system is composed of the following activities at all areas and with respect to all risk categories:

         − risk identification;

         − assessment of detected risks with a definition of their materiality;

         − clear definition of objectives and limitations regarding the risks assumed and the establishment of a system of measures in the event of major deviations;

         − monitoring and managing assumed and emerging risks arising from operations by ensuring the compliance of operations with the Risk management strategy;

         − reporting on the risks and provision of information to all key stakeholders;

         − defining the procedures for action and taking action in the event of identified deviations and adverse operating conditions.

         Business process-dependent activities are defined subject to the source and consequently the risk category.

         The governance system at the Company and its subsidiaries includes the setup, synchronisation and regular adaptation of the internal risk management rules as well as risk identification, measurement, monitoring and reporting. The risk profile is also reported regularly in the event of any material change in exposure or any material risk type that could affect the capital or liquidity position of the Company. Issues in the internal and external environment that are pressing in terms of risk are monitored regularly in regular meetings of the Group's risk management functions, whereby information is exchanged, and the transfer of good practices is ensured. Each undertaking prepares standardised reports which include risk indicators for all risk and operations segments that are important for the comprehensive risk assessment and the overview of the important risks of an individual undertaking. Risk management at the Group

         level is implemented at the Company where regular reporting to the key risk management function and the functioning of risk management system committees makes it possible to perform a comprehensive review of the assumed risks, including their management and appropriate diversification through the monitoring of concentrations at the Group level.

         When managing risks, the Company and subsidiaries act preventively whereby they apply the approaches of decomposition and diversification of individual risk types. Suitable risk diversification is ensured through the setup of an exposure limit system that ensures a suitable risk level. Various measures are put in place in case risk limits are exceeded whereby such measures ensure a suitable and manageable level of risks.

      2. Risk management strategy and definition of the risk appetite

         The Company and subsidiaries have a risk management system in place that is defined by two overarching acts governing risk underwriting and management strategy, and the risk appetite that represent the basis and guidance for all other internal acts governing risk management at individual subsidiary. The Risk management strategy act defines the principles and objectives of the risk management system as well as a comprehensive risk management process (including the delimitation of competences and responsibilities) and provides guidelines for the underwriting of individual risk types (appetite and tolerance). The risk appetite act is one of the central building blocks of the risk management system which defines the maximum level of risk. The latter is measured by the level of potential loss that an individual subsidiary is still willing to accept during its business operations while still being able to attain its business objectives and strategic objectives.

      3. Risk management function

Risk management function is established in each subsidiary within the Group. Each subsidiary has an appointed person who is responsible for implementing the risk management function. This person is tasked with identifying, measuring, monitoring and reporting risks at the subsidiary in line with the minimum standards in the area of risk management at the Group level.

The risk management function operates at the Company within the framework of the head office support department that is directly subordinated to the Management Board. It is not only autonomous and independent from other business functions, but it is also one of the key functions in the risk management system at the Company and at the Group. Furthermore, it is part of the second line of defence in the three lines of defence risk management system. It monitors the Company's operations in terms of risk oversight, ensures optimum operations of the Company and the Group from the regulatory point of view of risk management and assesses the potential impacts of changes on the risk profile. The risk management function monitors the work of risk management system committees, coordinates the calculation of capital adequacy, coordinates and carries out the ORSA process as well as prepares all the required regulatory and internal reports that are associated with risk management.

The risk management function at the Company level provides for the development and effectiveness of the risk management system at the Group level. To this end, it prepares risk management guidelines and minimum standards for the subsidiaries within the Group,