Good morning, everyone. Welcome to the NN Group Annual General Meeting. On behalf of my colleagues in the Supervisory Board and the Management Board, I hope you're doing well. I'd like to officially open today's meeting, which is, again, a hybrid event. We're presenting and broadcasting to you from our offices in The Hague. Welcome to our shareholders present in the room here with us, as well as those joining virtually. With me here today are Pauline van der Meer Mohr, Vice Chair of the Supervisory Board and Chair of the Supervisory Board's Nomination, Remuneration, and Governance Committee, NN Group CEO David Knibbe, and NN Group CFO Annemiek van Melick. I'd also like to introduce you to Janet Stuijt , company secretary and member of the Management Board as General Counsel. Yanet. Irene Gaasbeek, nominated for appointment as a member of the Supervisory Board. Irine, welcome.
Other members of the Supervisory Board, as well as the Management Board, are either in the room or following the meeting via the webcast. In addition, I'm pleased to welcome and introduce you to other guests. First, our external auditor, Joost Vos, representing KPMG. Second, our notary, Manon Cremers, Stibbe, who will cast all votes based on the electronic proxies with voting instructions granted to her. Before we start, I'd also like to give a special welcome to the representative of NN Group's Central Works Council, Franke Kerkelaan and Ben Kracht. Welcome. I'll chair this meeting in English, and all other speakers today will also be presenting in English. If you prefer to follow the Dutch translation of the meeting via a headset and you've not been provided with one, please raise your hand.
The webcast is also available in both English as well as in Dutch, so all shareholders attending virtually will be able to listen to the meeting in their preferred language. I have a few formal announcements that I need to make to kick off the meeting, so let me just start with that. They're a little bit of a bullet point, so apologies. The shareholders have been convened in accordance with applicable law and the company's articles of association. The general meeting is thus able to validly adopt resolutions. No shareholders have submitted proposals to be included on the agenda. Go to next slide. On the record date of the 23rd of April 2026, the issued share capital consisted of 263 million ordinary shares. At that date, 1,587,914 ordinary shares were held by the NN Group itself, so no votes can be cast on those shares.
Altogether, 2,061,412,086 votes are eligible for casting votes today. I'll inform you of the present and representative share capital prior to the first voting item. This entire meeting will be recorded to be able to minute the meeting. A few other brief announcements. Let me just briefly elaborate on the procedure and the order of the meeting. Shareholders were given the opportunity to submit questions on agenda items in advance of this meeting. We have not received any questions. All shareholders who are present today in person, as well as those shareholders who've registered to virtually attend and vote during this meeting, may ask questions during the meeting. For shareholders who are present in person, if you want to ask a question, may I ask you to please make your way to one of the three microphones that we have here in the room?
Shareholders who are virtually attending can ask questions via the messaging function on the webcast. I would like to ask if, before you ask your question, you please state your name as well as the organization you represent, if any, so that these can also be properly included in the minutes. Some of the items today, as we've done in the past, will be briefly summarized. An extensive explanation of these items has been included in the convocation letter. The proposals that will be put to a vote regard the full proposals as included in the convocation letter. Like last year, and in line with usual practice for hybrid meetings, votes can be cast at any time during the meeting.
As you can see on your voting device or on the online voting platform, voting is actually already open, and you'll be able to continue voting until the close of agenda item 14, which is the last voting item on the agenda. Voting results will therefore only be shown at the very end of the meeting. For efficiency reasons, we'll combine some agenda items. That means that we'll first explain each of the combined agenda items, after which shareholders will then have the ability to ask questions on any of these agenda items. For shareholders who've registered to virtually attend and vote during this meeting, a hybrid general meetings manual, sorry for that, and a frequently asked questions document has been published on our website. Shareholders who are present today in person have been registered in the voting system at a registration desk, or they've received a mobile voting device.
Please always keep this device with you and only hand it in upon final departure. If you're no longer logged in for any reason, please log in using the QR code provided on the voting card. If you need any help, please raise your hand. We ask shareholders not to make photos or any video recordings or audio recordings during this meeting. Lastly, and I'm going to pause just a bit, may I ask everyone in the room to please put their phone on silent mode? A little bit of repetition. May I ask everyone in the room to please put their phone on silent mode? With those announcements behind us, let me now turn to the first items that we'll discuss. Items two and four will be combined. That's the 2025 annual report, which is a discussion item, as well as discussion on corporate governance.
Here, I'd like to refer to the 2025 annual report. I'm going to give the floor to first David Knibbe, and then Annemiek van Melick. David Knibbe, over to you.
Yes. Thank you, Dave. Good morning, everyone, and welcome at NN Group. Thank you for joining our annual general meeting here in The Hague, either in person or online. It's good to see you all. I will start with a brief recap of the year and share a number of key developments with you. Our CFO, Annemiek van Melick, will walk you through our financial performance. I will close off with a few final remarks. First, I would like to take a moment to reflect on what's happening in the world around us. We see it every day in the news. Ongoing wars in the Ukraine and in the Middle East, rising geopolitical tensions in other parts of the world. The rapid acceleration of AI, creating opportunities as well as new risks, of course, the ongoing macroeconomic uncertainty around inflation and economic growth.
These developments affect people's sense of security. They can influence their financial well-being and confidence in the future. In this context, our role as a financial services company is highly relevant. We are here to provide protection and long-term financial security for our customers. That requires us to remain financially strong and resilient, so we can keep our promises to our customers, our shareholders, and our other stakeholders. Let's move to today's agenda and look back on 2025. Before we look at our financial performance, I would like to share some developments in our strategy. As in previous years, our strategy remains focused on customers, colleagues, and society. At the same time, we all see how rapidly technology, including AI, is reshaping industries, organizations, and the way we work. That is why one year ago, at our Capital Markets Day, we announced our digital transformation program, Future Ready.
In 2025, we made good progress on this program, on which I will come back later. Let me highlight our broader performance in 2025, starting with our customers. A key highlight was the continued improvement in customer satisfaction. Across NN, our businesses now score above market average. In eight of our nine international markets, customer satisfaction is above the local benchmark. In the Netherlands, we maintained our number one position in broker satisfaction. This progress directly supported our strong commercial performance during the year. In Europe, we saw continued growth momentum, with particularly strong results in countries like Poland, Greece, Romania, and Slovakia. Although we recently saw new entrants in savings products for business owners, in 2025, Japan performed well as it benefited from the introduction of long-term savings product. In the Netherlands, our non-life business increased premium income by 6%, reaching EUR 4 billion for the first time.
At Netherlands Life, we saw a strong net inflow in defined contribution pension products. On people, our employee satisfaction score also improved, reflecting our collective efforts to create an attractive work environment. We also exceeded our target of at least 40% women and 40% men in senior management positions. Of course, the world of work is changing, and this is also impacting our workplace. That's why we feel it's important to support our colleagues in building the skills needed to work with data and AI. We rolled out a data literacy program for all our colleagues, and as of this month, around 95%, or more than 15,000 colleagues, have completed it. Now turning to our contribution to society. In 2025, we supported more than 600,000 people with their financial, physical, and mental well-being. Since 2022, this brings the total to around 1.4 million people.
On climate, we made further progress in reducing our carbon footprint. For example, we reduced the carbon footprint of our corporate investment portfolio by 56%. We also increased our investments in climate solutions to around EUR 14 billion by the end of the year. I will elaborate more on our sustainability approach on the next agenda item. Finally, a few words on our Future Ready program. The program focuses on simplifying our IT landscape, scaling the use of data and AI, and creating smoother customer journeys. To support this, we announced an investment of EUR 450 million and concrete targets to measure progress. This is expected to generate EUR 200 million in annual savings by 2027. While there's still a lot of work to do, we made good progress in 2025. Around 40% of the targeted benefits have already been realized.
More than 230 AI use cases were in production by the end of the year. Finally, almost half of our international sales were generated via our digital marketing program. Overall, we can look back at a very successful year. We made good progress on our strategy, reported strong commercial results, and took important steps to make NN Future Ready. Importantly, this also resulted in strong financial performance with strong and increased Solvency II ratio. This keeps us on track for our targets for 2028. It reflects the ongoing transformation of NN Group. Our growth units are becoming the majority of our company, and our growth increasingly comes from fee income underwriting results, and that makes us less reliant on financial markets. Our CFO, Annemiek, will tell you more.
Thank you, David. Let me start with our business and financial performance over 2025, focusing on our key six metrics. In 2025, our operating capital generation, OCG, which is our key performance indicator, increased by 9% to EUR 2.1 billion, exceeding our 2025 target of EUR 1.9 billion. This outperformance reflected continued strong business performance, together with favorable experience, which has a more one-off character. Our free cash flow increased by 7% to EUR 1.6 billion, slightly above our 2025 target, with increased diversified contribution from our business segments. NN Group solvency ratio increased to 220%, which I will explain in a bit more detail later. This is well above our comfort zone of between 150% and 200%. Our cash capital position reflects the cash capital we hold at group, and increased to EUR 1.8 billion, or EUR 1.6 billion on a pro forma basis, following the repayment of a subordinated debt note in January 2026.
This is slightly above our comfort range of between a half and EUR 1.5 billion. The strong business performance, cash and capital levels, allowed us to increase capital return by EUR 100 million above our typical progressive dividend, evenly split between a step up in the dividend of EUR 50 million and a higher share buyback of EUR 50 million. We increased the dividend per share with 13% to EUR 3.88 per share, increasing the base level for our continued progressive dividend per share policy. We increased our annual share buyback program by EUR 50 million- EUR 350 million. These strong 2025 results increased our confidence that we are on track to deliver on our new 2028 targets, as presented at our Capital Markets Day in May 2025. We target an OCG of EUR 2.2 billion and a free cash flow of over EUR 1.8 billion in 2028.
Future growth will, both for OCG and for free cash flow, primarily come from our international insurance business and Netherlands Non-life. Together with our banking business, these are targeted to grow to over 55% of OCG by 2028. This results in a more diversified business mix that, over time, will be increasingly weighed towards our growing business segments. It will also lead to further diversification of sources of income, increasing income from underwriting and fee business. The upper charts illustrate both the growth in OCG from EUR 900 million in 2020 towards the targeted EUR 2.2 billion in 2028, alongside the increased diversification. The lower charts show the free cash flow growth and its reduced dependence on Netherlands Life. We expect our Netherlands Life segment to offer a very stable basis of remittances until 2040, and our growth segments to increase their remittances over time.
Now, turning back to our 2025 performance that demonstrate tangible progress towards these 2028 targets, let me add a few words on the key drivers of our OCG in 2025. OCG in 2025 came in at EUR 2.1 billion, up 9% versus last year. This reflects ongoing commercial and business success, mainly driven by our growth segments Europe and Netherlands Non-Life. This strong underlying print was further enhanced by some non-structural elements, which increased our strong underlying OCG for the year by another approximately EUR 100 million. Netherlands Life benefited from higher investment returns and positive experience variance. Netherlands Non-Life grew by 9%. Benign weather and favorable reinsurance renewals are key reasons to overachieve in 2025 versus a, what we would consider, normalized run rate for the year of EUR 400 million.
We're active in eight countries in Europe outside of the Netherlands, where we tend to focus on the sale of protection products and where we have strong positions, particularly in Central Eastern Europe and Greece. OCG for our European businesses grew by 13%, driven by increased sales and higher margins. Additionally, our pension fund services in these countries saw tailwind from performance fees during 2025 due to favorable market developments. Japan Life showed strong sales recovery in 2025, with a significant increase of new business value of 25%. Despite strain from higher sales in the current framework, OCG grew by 8%, supported by reinsurance and a favorable claims environment. Lastly, our Dutch banking business saw a decrease in OCG as the interest margin compressed. Turning to IFRS. These figures don't drive our key capital targets or our capital return. Net result decreased to EUR 1.1 billion, largely driven by two elements.
Firstly, we saw the impact on the net result of bond sales and the final accounting result from the sale of our Turkish operations last year. These impacts are equity neutral, as unrealized losses were already included in the equity via other comprehensive income and are recycled through the P&L when realized. Secondly, revaluation of derivatives used to hedge interest rate movements. These instruments are ineligible for hedge accounting under IFRS, create P&L volatility, which we accept as our priority is to hedge economically while managing our solvency sensitivities. We're pleased to see that our operating result increased by 17% to EUR 3 billion, mainly due to a higher investment result at Netherlands Life. Let me give some more information on our high-quality balance sheet. The solvency ratio compares eligible capital with the capital that is required for us to hold under a 1 in 200 year stress scenario.
We started in 2025 with a ratio of 194% and increased that to 220% at year-end. During 2025, OCG, so our business performance, added 25 percentage points to that ratio, more than enough to cover the 15 percentage points used to return capital to you, our shareholders. Favorable market developments contributed 12 percentage points to the ratio. The bucket other reflects model and assumption changes. The quality of our solvency position also increased over time as we removed the unit-linked overhang, are less dependent on artificial interest rate extrapolation techniques that are part of the solvency framework, and we're less sensitive to market movements. Our balance sheet quality is underpinned by a solid cash capital position at the holding and a low leverage. Our high-quality investment portfolio comprises 80% fixed income investments. Of total assets, 28% is invested in government debt and 26% in Dutch mortgages.
It also includes a well-diversified private debt portfolio of 7% of our assets. Given that there has been quite some attention from both markets and media on private debt as an asset class, we have included a bit more information on this on the next slide. Our private debt portfolio is geographically focused on Western Europe with exposure to the U.S. below 10%. There is no structural leverage in this portfolio. Only around 2% of the private debt portfolio is allocated to software companies. Over three quarters of the book is either investment grade or collateralized, or both. Looking at below investment-grade corporate lending, as shown in the box on the right-hand side, single name exposure is very small, with more than two-thirds of the value coming from loans below EUR 10 million. This segment is predominantly double B and single B rated.
Our enhanced oversight capabilities allow us to properly challenge the fund managers we use for this asset class. While the market has seen some isolated incidents on private credit exposure, we are confident that our credit exposure has a more conservative risk profile, and we're comfortable with our exposures here. To conclude, we're proud to have exceeded our OCG and free cash flow targets for 2025, and have increased confidence to deliver on our 2028 targets, which will not only grow, but also further improve and diversify our business. We are on track to grow our Netherlands Non-life and international segments, and the strong business and financial results of the Netherlands Life segment underscore our commitment of stable and predictable remittances until 2040. We are on track in creating a highly digitalized Future Ready platform and one organization. Our balance sheet is strong and of high quality.
Based on this confidence, we enhanced our capital return proposition with an additional EUR 100 million on top of our regular progressive dividend policy and annual buyback. With that, I would like to hand back to David.
Yes. Thank you, Annemiek. Before closing, I would like to briefly touch upon corporate governance. In 2025, a revised version of the Dutch Corporate Governance Code was published, including new statements on risk management and sustainability reporting. As a regulated financial company, NN Group always operates a relatively mature risk management and control systems. We assessed their functioning for 2025 and concluded that they provide reasonable assurance that our financial reporting does not contain material inaccuracies. They provide so-called limited assurance that our sustainability reporting does not contain material inaccuracies, and they provide sufficient comfort that the identified material non-financial risks were effectively managed. NN Group fully complies with the updated code. Further details are available in the recent publication on our website and in the governance section of our annual report. Now, let me wrap up.
Over the past years, we have taken important steps in diversifying our business and strengthen our growth profile. As Annemiek van Melick indicated, that gives us confidence in delivering on our targets for 2028 and in creating sustainable long-term value for our shareholders. At the same time, we remain fully aware that we operate in a dynamic and sometimes unpredictable environment, which requires us to stay resilient and adaptable. On behalf of the executive board, I would like to thank our colleagues across NN Group for their dedication, hard work throughout the year. I would also like to thank you, our shareholders, for your continued trust and long-term support. Thank you for your attention, and we now look forward to engaging in a dialogue with you.
Okay. David and Annemiek, both, thank you very much. I'd like to now open the floor for shareholders who would like to pose questions or make comments regarding agenda items two and four. Again, if anyone would like to ask a question or make a comment, please proceed to the microphone, state your name and organization, if any, and then Okay. Yes, ma'am.
[Non English Spoken].
[Non English Spoken].
Great. Thank you very much for your questions. I think listening closely, all three of them are probably going to be best answered by you, David.
Well, thanks for the questions and for the compliment. It's indeed a lot of work. There's a lot of regulation. I think we're trying to navigate through that with our teams. I think on biodiversity, it's an important topic. I think we've made significant steps here. In 2022, we signed our Finance for Biodiversity Pledge. We joined, the year after that, the Nature Action 100. In 2024, indeed, we published our first white paper on how we view biodiversity and also where we feel where we can add value. In 2025, I think your assumption is correct, that we further analyzed our portfolio, and we've been starting to engage on it. We have formulated an ambition, which is also in the annual report.
This is very much around deforestation and the conversion-free commitment that we have given, where we hope to achieve by 2030, a 10% reduction in high-risk commodities like palm oil and timber and soybeans, these type of commodities. Extra engagement with banks. We selected 9 banks also where we want to do extra engagement on it. We have set targets, but it's also in the annual report. I'm sure there's a lot in the annual report. It will also be in the active ownership report. We report also in a report on our engagement with other companies. You will also be able to find it there. Yeah, active approach, but still a bit more complex than the reducing of carbon footprint also because data is, to be honest, less available, but that doesn't mean we're less committed on it. I think that's one.
Yeah.
The other question was on living wage. Yeah. No, it's an important topic as well. I think when we talk about engagement, we also look at trying to get a just transition and what does that mean in terms of for people to be able to live off the work that they do. It is included in our policies. It is included ESG policy also for procurement. That means that we look at our suppliers. It's mostly on a risk-based approach. Obviously, there's countries where we work with suppliers that have a higher risk than others. Based on the risk approach, we take a risk-based approach there. We don't have specific quantitative targets on it. To be honest, if you look at the amount of targets that we have, I don't think you want to have targets on everything.
That doesn't mean that we're not actively monitoring this. We are quite positive actually, that the engagement that we do, especially as a procurement during a relatively good position to select providers that actually the engagement also here can be effective, and we can play a positive role as well. On the materiality. Indeed, we already had a approach. This is on the double materiality. I'm not sure if everybody wakes up in the morning wondering about the double materiality of an NN Group, but maybe give a little bit of context. The double materiality is, on the one hand, what is the impact of climate change and other effects on NN Group? That's one part of the materiality.
The other part of the materiality is what impact do we have on the climate in terms of carbon footprint and some of the elements that you already referred to. We do a materiality assessment on it. We've actually added more quantitative elements to it in 2025. It's quite an elaborate process, and it led to a reduction from nine factors to six. It is explained also in the annual report, in the appendix, to be honest. One of the examples, why is it lower? Based on the quantitative analysis. For example, one of the elements is that on the non-life side, we want to repair more than just give people money, right? If something breaks and instead of paying the claim, we want to repair more. For us, it's an important thing.
If you just look at the materiality of it and the impact on the premium, it's actually relatively limited. That's an example of one of the elements that we'll continue to do, but is not material according to the DMA criteria anymore. It is in the appendix, but I think you're also saying maybe you see some room for improvement in reporting. We're happy to engage on that and see if we can further improve that next year. I can assure you it's been a robust process where actually quantitative elements were added.
[Non English Spoken].
I think I had a question from the gentleman from the VEB, if you don't mind. Thank you.
Good morning. David Beijer from de Vereniging Effectenbezitters. First of all, congratulations on the really nice year. I think good progress has been made towards the targets in 2028, and it's been great. I have got a question about the Insurance Europe division, specifically, the unit-linked products that you give out there. Unit-linked has been a problem for Nationale-Nederlanden in the past, vis-à-vis the settlement this year, but now there has been a report, not saying that it is true, but a bit report from Follow the Money that similar products are being offered in, for example, Belgium and Greece. A couple of questions about that. First of all, on the settlement for unit-linked, there is still a provision for EUR 60 million for hardship cases and non-affiliated customers.
Just wondering, what are the remaining legal, operational, and reputational risk that Nationale-Nederlanden still sees on those cases? Secondly, what concrete lessons do you take from the Dutch unit-linked case towards the wider European market, including the investment products in Belgium, Greece, and others? More specifically, how does Nationale-Nederlanden tests these investment and protection products, whether commissions and distribution remuneration do not create sales incentives that conflict with the customer interest? What role specifically does Nationale-Nederlanden central governance product teams play, and what do these local commercial teams do?
Can you hear me?
Yeah.
Okay.
Yeah, no. Good question, of course. Let's start in the Netherlands. The unit-linked or woekerpolis, as it has been called now. Obviously, we learned a lot of lessons from that. These are around that we shouldn't treat financial products as just any other product. The amount of transparency that is needed, the demands have increased, and we should be obviously complying with that. I think we've made tremendous efforts to get this resolved, and we're very pleased, and I think it's in everybody's interest, our customers, and of course, NN itself, that we're very pleased to finally get to an agreement. We expect to wrap that up this year. The proposals have been sent out, and obviously, the 90% was a criteria to meet, and all that has been easily met. We're optimistic that we will be able to close that this year.
Indeed, there's a provision of EUR 360 million, and there's EUR 60 million specifically for hard cases, hardship cases where it's possible that maybe somebody technically doesn't really fit into the agreement, but there might still be reasons to give compensation, and that's where the EUR 60 million is for. Obviously, this has been a discussion and a problem for us for a long time. Naturally, we have also looked broader. To your question on what does that mean for the European markets. I wouldn't say that you automatically want to apply everything that happens in the Netherlands to all other markets, but obviously, we've looked at all these products, and we continue to look at it from multiple angles, not just commission levels, but also total cost levels.
Discussion that got less attention in the Netherlands, but I think is also something that we paid specific attention to, surrender fees, right? What happens if people cancel the product relatively quickly? Are there not too high of surrender fees in these products? We looked at it from multiple angles. Officially, we have what we call a PAR process, product approval, but the R is for review. We continue to review products. That's not only done locally. Also from here, from our compliance and for product suitability, we continue to screen these products. In our view, the products that we offer comply with our own standards. The reality is standards change. Views and transparency and cost levels over time can change. We'll continue to monitor that. We won't make the same mistakes as have been made in the Netherlands.
Yeah. Thank you. A quick follow-up from that. The total of EUR 60 million and the EUR 60 million for hardship case provision is enough to cover any remaining economic liabilities? Okay. Thank you.
Yeah, that's correct.
Yeah. To come to the Follow the Money article, you would say there is no, let's say, relationship between the Dutch unit-linked services you offered which the litigation case came from and the newer European ones you're offering right now. There is no
Well, there is European regulation also coming. Obviously we look at to what extent we comply or not comply. Our impression is that we will comply, to be honest, some of the regulation is not done yet. We will need to assess that. So far, it looks like our products already comply with that. If not for one of the other reasons, obviously we will adapt products. It's also good to note that this is not the core of our business. We primarily in Europe sell protection products. There are some unit-linked sales, the vast majority actually of products that we sell is protection products like term insurance, disability, critical illness. Our second product line is pension products, which are local pension products. Actually unit-linked is a very small part of what we offer in Europe.
Yeah. Perfect. Thank you.
Thank you. Yes, sir.
Thank you. [Non English Spoken]. Thank you.
Thank you very much. On digital sovereignty, it's clearly a big topic. Not just for us, but for the whole Dutch society, institutions and in Europe. There is a couple of items I think that are important to note. There is a high dependency on U.S. providers that we see. That is a concern. There's a couple things that are, in our view, helpful. I think if you think about digital sovereignty, it start with your data. We do have by now an approach where every day, in a way, if I put it in simple terms, we put our data in a container, which gives us the ability that even if something would stop or would happen, we would be able to still have our data, and move it. Second, we still have our own data center, so on-prem data center.
Even though we do work with two cloud providers, we do still have a data center. Theoretically, if this would happen, you would be able to move this container into our own data center. You would probably still need help from your cloud providers. Again, none of these solutions are 100% perfect. Next question. Operationally, you can still run your company because you have a data center and you have your data there. You're also asking about software applications. Yes, we use a lot of U.S. software applications. You would be moving also these software applications, that would work. But probably if things would really be shut off, you wouldn't get any upgrades. You would still be vulnerable and exposed over time. That's still an area of attention. There's clearly digital sovereignty is also about legal risk.
The AI Act and the CLOUD Act from the U.S., there's a risk that the U.S. could get access to European data. This is also why we focus on providers that have at least the data centers in Europe. We are working with the cloud providers on legal clauses in how to deal with that. I think to a certain extent, we're well-positioned, but this is not 100% foolproof, and that means that we need to continue to also diversify. We actively look at how can we over time reduce dependency. The reality is that, which brings me to your next question, in terms of cybersecurity, actually the levels of cybersecurity that we currently have, for example, with our cloud providers, is actually at a very high level.
There is currently not a European alternative where we could easily, with the size of our company, switch to and have the same cybersecurity levels that we have today. This is something that over time hopefully will develop. The question on Mythos and cybersecurity is clearly on everybody's mind. What are we doing? It's not just Mythos. ChatGPT 5.5 is coming out. There's a lot of this type of AI impact on cybersecurity. We're adapting to this. It means we need to be much quicker in patches. We need to be much quicker in update over time. The solution is also to standardize a lot more so that we are better protected. I think our cybersecurity levels are at a good level, but it will continue to be an arms race.
That means that we need to continue to be vigilant and quicker and quicker every time a new gap in security is discovered. It can't take weeks now to solve that. Strangely enough, AI also helps there. AI is a problem, but is also part of the solution here.
Okay, thanks. Thank you. Sorry. Please.
[Non English Spoken]. . I think I'll switch to Dutch as well. [Non English Spoken].
[Non English Spoken] ?
[Non English Spoken]. .
The bank's performance did go down last year. We still are seeking a return on equity for the bank that has a minimum of 12%. We would also expect the bank to get there. The bank has had several large programs over the last couple of years, and that was related to improving how they deal with FEC, anti-money laundering, financial economic crime. I think we've seen that with most of the other banks as well. Our bank had to undergo that as well and has improved that now. We've invested a lot in data at the bank, in new models. We're really improving the operational performance and we're confident that the bank, we will allow them to grow as well, will actually meet those hurdles in the future.
The bank will contribute and is contributing and is meeting the hurdles from a group capital allocation perspective now as well. We're confident that the bank will get there. It's also a crucial element of the entire group. From a customer perspective, if you go to NN, there's no real distinction whether it's the bank, whether it's insurance, whether you buy a motor insurance or whether you buy a mortgage. It's all on the same platform. With the new pension transition in the Netherlands, we also see an increased need for customers to think about their pension, whether they have sufficient pension, whether they want to engage in more products, or whether they want to have a banking product for that. There will also be an additional cross-selling opportunity for us there. In short, we're confident that the bank will get there.
Super. [Non English Spoken].
Yes, you would get a bit higher. For us, what is even more important is the way how the bank is treated in the total consolidated NN Group figures, where we still have different banking solvency systems and insurance solvency systems. We're currently having various discussions on that topic with the regulator. That would, for us, be even more important than just the tangible equity. Also on a normal reported equity, the bank will get there.
Super, thank you .
Thank you. Okay, I'd like to now close. Sorry?
[Non English Spoken].
Please.
[Non English Spoken] over AI Future Ready program. [Non English Spoken].
David.
Indeed. If you look at 2025, we spend about half of the investments and have around 40% of the benefits, which I think is a very good ratio because normally, when you need to invest a lot before you see benefits. I think it shows that we're well on track. I think your question was also, where do you see this coming back? It's mostly on efficiency and expenses, and part of it is on growth. There's examples of where we now have agentic AI claim handling, where, in a number of cases, the actual motor accident, if there's a car accident, with agentic, the claim handling can be done in 6 minutes. This used to take one or two days, depending on the complexity of the case.
Obviously that's good for customers because they might even have their money in their account in a couple of minutes. It's good for customer satisfaction, but it's also an efficiency part. There's also growth elements. I mentioned already the tied agents. We have a digital marketing program and a bit more than 40%, we have a target of 50%, actually, of the growth or the sales that they do come through this digital marketing program, which is a collection of multiple AI use cases. I hope that over time, we'll see more growth, but for now, the overall target was EUR 200 million, EUR 180 million was on the expense side, and EUR 20 million was growth. I think on mistakes and AI hallucination, there's a lot to do around this, and rightly so. We have very clear criteria. We have criteria when we're developing these type of things.
The question is, of course, always, can you technically do it? There's a question of does it comply with regulation? There's also a question on do we want it? Some things are allowed, some things we can technically do, but we would think that our customers would not appreciate it if we do. I think there's a threshold, first of all, in developing it. The other thing we do is actually we have a committee that monitors also AI. That means that we monitor not only what is being developed, but also how it is working out, how effective is it, and are we not seeing unintended consequences that are there. I think we have a good governance on that, and that's important because the role of AI is increasing, and that means that we need to remain very vigilant on it.
I think it's good that we pay attention to it. Let's also make sure that we pay enough attention to the upside and the potential that it gives. Thank you.
[Non English Spoken].
Let's see what I can do. First, thanks for your question. Indeed, a new requirement this year, as David already indicated, we feel very comfortable we fully comply with the new Code. Had a lot of engagement between the Supervisory Board and the Management Team during the course of this year. Let me just start by saying, of course, we're a well-established, mature company, regulated by a number of different, very capable professional regulators. By and large, our risk, compliance, and reporting systems are in order, in habited order. Having said that, of course, we wanted to make sure that we would be compliant with the new requirements, and so we've had quite a number of dialogues with the Management Team over the course of the last year, leading up to the first-time declaration.
Within the supervisory board, we've asked both the audit committee, as well as our risk committee, to look at different components of the VOR, the statement regarding risk. As I said, I think it's important to recognize that we have a mature risk environment. There are always improvement points. There are always things that we're finding. Also, of course, from time to time, we get input from our external auditor, input from our regulators. There's no substantive material change that we've made to our risk reporting, our operating environment, our control systems, but there's an absolute ongoing need and desire for continuous review and continuous improvement. Yeah.
Super thank you.
Thank you. Okay, thank you very much. I'd like to close agenda items two and four. Now we'll move to agenda item three. A little bit of swap the order. This is regarding sustainability. Here I'd like to give the floor again to David. Yeah. Thank you, Dave. Like last year, we included sustainability as a separate agenda item. By doing so, we want to provide additional context to our ambition and commitments in this area, to answer any questions that you might have. Also, in our annual report, we used the Corporate Sustainability Reporting Directive, CSRD, accompanying reporting standards. More details can be found in the dedicated sustainability statement. Let me start by touching on our broader approach towards sustainability. As a pension provider, insurer, and bank, NN contributes to society by taking on financial risk that individuals and families cannot bear alone.
We provide income security at critical life moments, from retirement to illness, disability, or loss, supporting long-term stability and independence. Our sustainability approach reinforces this core role through three pillars. First, as a financial institution, we use our balance sheet and influence as an investor to contribute to the wellbeing of people and planet. Second, we aim to create value for our customers by offering them sustainability-inspired products and services across life, non-life, and banking. Third, we act as a responsible corporate citizen by supporting the communities where we operate and conduct business with minimal environmental impact. Looking back at 2025, how did we do? Let's start with the progress we made in our climate ambitions. Looking at our investments, we invested EUR 13.7 billion in climate solutions by the end of 2025, exceeding the target set for the year.
We also reduced the greenhouse gas emissions of our corporate investment portfolio by 56%, also exceeding our target for 2025. As a large investor, we actively engage with companies on their own sustainability activities. In 2025, we engaged with 203 companies on ESG-related issues, and 50% of the issues discussed were focused on environmental matters. Around 51% of our corporate assets were aligned with the Paris criteria at the end of 2025, up from 29% in 2021. Turning to our insurance underwriting business, we reported 11% lower greenhouse gas emissions in our commercial lines portfolio in 2025. Looking at our own footprint, we are progressing to reach our net zero ambition by 2040 in this area. We can do this by reducing the environmental impact of our offices, by cutting waste, and by stimulating more sustainable ways of commuting.
Overall, we made good progress, but the effects of climate change are becoming very evident every day. There's more work to do, and we remain committed to playing our part. Now, let's move to how we aim to create value for our customers. In our Dutch non-life business, we remain committed to advancing sustainable repair practices. In 2025, over 65% of our repairs to retail property were carried out by our sustainable repair network. By 2026, we aim to reach 70%. We also launched a battery insurance for secondhand electric vehicles. In addition, we stepped up our efforts to increase awareness of customers and our intermediaries. We engaged intermediaries in the Netherlands on climate-related risks such as water stress and weather-related events linked to their clients and mortgages. We also offered information to home buyers to make their homes more sustainable.
We published another trend report on the challenges and opportunities on electric mobility to build on our market position as a knowledge partner on electrification. Finally, let's turn to our work for communities in the markets where we operate. Our community investment program is focused on contributing the financial, physical, and mental wellbeing of people in our communities. This is partly made possible by the contribution of NN colleagues. In 2025 alone, they contributed through more than 52,000 volunteering hours. We also invest in financial literacy projects where people can improve their skills and knowledge to make informed decisions about their finances. Next to our local programs, we have partnerships across international markets. For example, through Junior Achievement, we promote equal economic opportunities for young people. Together with Save the Children and SOS Children's Villages, we support mental resilience for the next generation.
Overall, since 2022, we have supported 1.4 million people, and we aim to support 2.5 million people by 2028. Let me close off. Over the past year, pressure on sustainability agendas has increased. Despite this, our commitment to sustainability remains strong because it reflects how we see our role in society. By staying true to our commitments and taking concrete and measurable actions, we believe we are better positioned to create sustainable long-term value for our stakeholders. That means we will continue to engage with customers, brokers, and other stakeholders on these topics. Only if we continue to exchange views and join forces, we can accelerate on the steps we take to support the wellbeing of people and the planet. I look forward to engaging with you on this topic today and in the future. Thank you.
Thank you, David. See if there are any questions regarding agenda item three, sustainability.
Yeah.
Yeah, that's right.
I think it was already done, huh?
Go quickly, yeah.
You couldn't wait, you.
With that, I'll close item three. Before we move to the next agenda item, and as I mentioned earlier, I can now show you the present and represented share capital, which should be visible on the screen. We're getting it in real-time. It says here, present and represented share capital amounts to 72.8%. That's actually quite nice and higher than we've had, I think, in recent past, thank you. Let me now move to agenda item five, which is a proposal to give a positive advice on the 2025 remuneration report. This is a voting item, our first voting item. I specifically refer to pages 91 through 103 of our 2025 annual report. I'd like to invite Pauline van der Meer Mohr, Chair of the Nomination, Remuneration, and Governance Committee of NN Group, to explain agenda item five. Pauline, over to you.
Thank you, Dave, ladies and gentlemen, thank you for coming. I'd like to start with providing some context and background in relation to the remuneration report for the year 2025. Looking back on this year, the Nomination, Remuneration, and Governance Committee, which we call the NRG Committee, has concluded that under the leadership of the members of the Executive Board, NN Group remains well on track to deliver on its targets, driven by continued solid financial and strategic performance. In 2025, we have once again conducted a comprehensive engagement process with all of our stakeholders. Overall, we believe that the path we have chosen was well-received and any feedback was discussed with shareholders and other stakeholders in a very constructive manner. These sessions resulted in meaningful dialogues.
We would once again like to express our appreciation to all stakeholders for taking some of their valuable time to provide us with their views and recommendations, and we obviously intend to continue these dialogues in the future. We concluded the annual compensation review cycle for the members of the Executive Board in the beginning of 2026. In this review, we took into account, among other things, the composition of the peer group, the position compared to the moving market, internal pay relativities, the interests and opinions of stakeholders, and the strong performance of the members of the Executive Board. Based on this thorough review, the Supervisory Board decided to increase their base salary with 9% with effect from the 1st of June 2026.
After the announced increase, the remuneration package of the members of the Executive Board continues to be positioned well below the market median and continues to be aligned with the requirements of the Executive Board remuneration policy. Let me move on to the details of the remuneration report, starting with the variable remuneration decisions taken by the Supervisory Board for the members of the Executive Board. The Supervisory Board concluded that the Executive Board members continued to deliver good results throughout the year 2025. This is supported by a consistently strong performance in both financial and strategic objectives and has laid a strong foundation for long-term growth and sustainable value creation for all stakeholders.
The executive board's performance was assessed against the performance objectives set by the supervisory board in January 2025, and the overall outcome of the objectives related to all strategic commitments, both financial and strategic, resulted in above-target rating. Details of the performance assessment for the members of the executive board, including the achievements for the financial and the strategic objectives, are provided in the remuneration report to which I refer you. I'd like to thank you for giving me the opportunity to provide some context and background in relation to the remuneration report, and let me now hand it over to you, Dave, for any questions.
Okay, thank you, Pauline. Let me open up for questions on agenda item five. As already mentioned, the voting for this proposal, the first voting item, is already open. This is proposed to give positive advice on the 2025 remuneration report, and voting will remain open until the end of the meeting. With that, I will close agenda five. We'll move to agenda item six, which is the 2025 annual accounts. This proposal is to adopt the annual accounts for the financial year 2025, and again, is a voting item. Here, I'd like to refer specifically to the annual accounts for the year 2025, as included in the annual report, pages 162 through 299. The annual accounts were drawn up by the Executive Board in English on the 4th of March 2026, and have been available on the website of NN Group as from the 5th of March 2026.
The annual accounts are also available free of charge at NN Group's head office for inspection by the shareholders. The annual accounts were audited by the external auditor. He has issued an unqualified report. You can see that in the 2025 annual report, pages 301 through to page 307. The Supervisory Board advises adopting these annual accounts. Before introducing the external auditor, Joost Vos from KPMG, I note that NN Group has released KPMG from its obligation to maintain confidentiality for Joost to be free to comment on the audit performed and on the auditor's report for the purposes of this meeting. As you know, the external auditor has an obligation to rectify, in Dutch, the hersteltplicht.
This means that in case of statements in relation to the annual accounts or the auditor's report that might give a materially inaccurate view of the affairs of the company, Joost Vos may request that corrections be made either during the meeting or prior to the adoption of the minutes of this meeting. With that, Joost, I'd like to give you the floor.
Good morning, ladies and gentlemen. As mentioned, my name is Joost Vos, and I'm presenting for the second time as your external auditor. It's my privilege to provide you with some additional insights into our audit of the annual accounts of NN Group for the financial year 2025. The audit report is our final deliverable of the audit of the annual accounts. We have issued an unqualified opinion, as just mentioned by Dave, on the annual report on the same date, 4th of March 2026. This report can be found on pages 301- 307. An unqualified opinion means the annual accounts present a true and fair view as at the balance sheet date and for the year under audit.
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain appropriate and sufficient evidence for our opinion. For that, we have various contact moments with the company, of course. We meet at least every quarter with the Management Board and the Audit Committee, and the Risk Committee of the Supervisory Board. In those meetings, we discuss our audit findings, control observations to date, and our reporting on the review procedures that we've performed quarterly in preparation for the semiannual review and the annual audit. We also held sessions each quarter with the CEO and CFO, and the chairs of the Supervisory Board and the Audit Committee to discuss current topics. Each year, we kick off our audit with the planning and risk assessment for audit and drafting our audit plan.
In our audit plan, we document our approach to the audit, the materiality that we will apply, the outcome of our risk assessment, and the scoping of our group audit. We discussed our audit plan with the audit committee in May last year. We apply materiality in performing our audit procedures. We consider something material if the size of a misstatement is such that it's likely to affect a user of the annual account, your shareholders, for instance. At NN Group, we did so with a materiality of EUR 200 million. We report misstatements above EUR 10 million to management and supervisory board. This materiality is determined as 1% of shareholders' equity. We consider shareholders' equity as the most appropriate benchmark because of the nature of the business, the level of activities, and the focus of the users of the annual accounts evaluating the company's financial performance.
We make use of local KPMG auditors and request them to perform audit procedures for group audit purposes. These component auditors work under our group audit instructions. We assess their independence, their competencies as auditors, and have contact with them frequently to discuss progress of their work. We review the group audit reporting. In addition, we reviewed engagement files of local component auditors, also as a means of being sufficiently and directly involved in the work they perform. Our procedures resulted in a coverage of 80% of group equity and 96% of the group in assets. We consider this coverage to be robust, bearing in mind that usually these group companies are audited for statutory financial statement purposes as well. For efficiency reasons, we have decided which audit procedure should be performed centrally at group level and which should be performed locally.
This relates, for instance, to general IT controls and HR-related procedures for the Dutch entities. For cybersecurity risks and the testing of IT, we also involve our IT specialist. We conduct our audit based on this risk assessment. We focus on those areas which have the highest risk or potential for material misstatements in the annual accounts. Usually, these are larger account balances or larger amounts and areas that require management estimates or judgment. In our risk assessment, among other topics, we take risks related to going concern, fraud, and non-compliance with laws and regulations into consideration. We discuss these risks with the audit teams, so we are all aware of the alert to new insights and developments of other emerging risks. We share outcomes for our discussions with the component auditors as well.
We evaluate together with specialists, the before mentioned IT auditors, actuarial and forensic specialists, if these factors result in a risk of material misstatement. Subsequently, these specialists are employed in the areas relevant. As part of our audit, we gained insights into the company and its business environment and the company's risk management in relation to fraud and non-compliance. We've taken into account the risk of management override of internal controls during the performance of our regular audit procedures, including unjustified management bias, which may indicate an increased risk of material misstatement due to fraud. To address this risk, we performed specific audit procedures on assumption settings for which we involved actuarial specialists to challenge and execute these procedures. Our audit procedures did not reveal indications and/or reasonable suspicion of fraud or non-compliance that are considered material for the audit.
We consider the internal control environment relevant to the preparation of the annual accounts as part of our audit procedures. We evaluated design and implementation of key controls, particularly those related to significant risk areas. We do not issue a specific opinion on the effectiveness of these controls. Relevant cultural and behavioral experts are part of the internal control environment, the so-called soft controls. Is the internal control framework and its objectives clear to all employees, and do employees experience a tone at the top from management associated with the framework? This allows us to identify elements that either strengthen or weaken effectiveness of internal controls, and therefore allow us to be more granular in our risk assessment. We believe that for the purpose of the audit, these soft controls were sufficiently effective.
As mentioned before, in 2025, the Dutch Corporate Governance Code was updated and ultimately endorsed early January 2026, which requires companies in scope of the Dutch Corporate Governance Code, mostly listed companies, to include the so-called statement on risk management or in the board report. See the section on page 104 of the annual report. The role of the external auditor is limited to reading the text. Based on our knowledge and understanding obtained through our audit of the annual accounts or otherwise. We have considered whether the other information contains material misstatements. In our audit opinion, we have reported key audit matters. Key audit matters are those that, in our professional judgment, were of most significance in our audit of the annual accounts.
For 2025, we report on two key audit matters: valuation of insurance contract liabilities for life and disability insurance, applying the general measurement model and the valuation of illiquid investments. These key audit matters are similar to 2024. The reason being that the inherent complexity and subjectivity of the valuation of these balance sheet items is high. For more details, I would like to refer you to our opinion. We inspected the reasonableness of the related major estimates and assessed if these were influenced by the Board of Management by performing retrospective testing on previous years' estimates. Based on the applicable reporting framework, we consider management's estimates to be neutral. As part of our risk assessment, we also performed an assessment on the potential impact of climate change on the annual accounts.
In this regard, one could, for example, think of the impact on the valuation of assets and liabilities, but also the need to recognize provisions due to NN's commitments to climate change or from potential climate-related litigation. Management concluded, and we concur, that climate change risks had no material impact on the 2025 annual accounts. We also read the disclosure of climate change-related information in the annual report and considered material consistency with the annual accounts. This was also, and it was mentioned previously, the second year in which the company prepared a consolidated sustainability statement in compliance with the European Sustainability Reporting Standards, ESRS, as issued by the European Commission. As the CSRD, Corporate Sustainability Reporting Directive, has not yet been transposed into Dutch law, our engagement to provide limited assurance was on a voluntary rather than on a legally required basis.
Our assurance report is the final delivery in our limited assurance engagement. We have issued an unqualified conclusion to the consolidated sustainability statement for the year 2025. This report can be found on pages 308 and 309 of the annual report. In our limited assurance report, we summarize the main steps and procedures we have undertaken to come to our limited assurance conclusion. I refer you to the report for more detailed explanation. The 2025 audit of NN Group concludes KPMG's 10-year audit mandate and my presentation. Thank you for your attention and trust, and I'm of course available for questions. I would like to hand it back to the chairman of the meeting now with thanks.
Thank you, Joost. Let me see if there are any questions regarding agenda item 6A. Yes, sir. Gentleman from VEB.
[Non English Spoken].
Annemiek?
If you look at our investment portfolio, we currently think it's a quite diverse investment portfolio. 80% is obviously fixed income. The largest component within that are government debt and Dutch mortgages. We still have 26% of our total investment portfolio in Dutch mortgages. Now on Dutch mortgages, we do not foresee any issues. We know they have a very low loan-to-value. During the last financial crisis, they continued to perform very well. On government debt, it's mainly in very highly rated Western European countries. Obviously, we do monitor what's happening in the world. We do monitor that a lot of governments are spending more on defense, et cetera. We monitor the credit ratings. If you look at our complete liability, the liabilities that we have, we have very long liabilities, very long dated.
Because we need to make sure that we can pay our pensioners their money for years to come. We're also looking for asset classes who have a very long duration, and some of the government bonds offer 10, 20, or 30-year duration, especially on the longer end, which is very beneficial for us. We only have a very modest, very small percentage in equity, and we also have a fairly modest percentage in private equity within that category and in private debt. I said private debt is only 7% of the portfolio. We have real estate, which is also in the illiquid category.
If we look at our real estate portfolio, the majority of that book is in what we call industrials, which is mainly logistical hubs, and we still see that they continue to perform very well and in residential property, which also continues well. We don't have any specific worries at this point in time on the asset classes. We monitor them very closely, each with their own metrics. As I said, for instance, for private debt, where we use several fund managers, we do take sample testing on their credit ratings. We do engage with these fund managers and we do request and actually enforce them to use our credit rating system. We make sure we get sufficient information. We can challenge them on that. We don't have a lot of leverage.
Those are not really leveraged products and the majority of the book is either investment grade or is collateralized. We really also review the documentation underlying those transactions.
Super. [Non English Spoken].
There is a lot going on in the world, but we still do sleep well.
[Non English Spoken].
[Non English Spoken].
The Vesteda investment that we have has done very well over the last couple of years and the performance continues to be very well of that book. There have been discussions with some of the other investors in there on what is the actual time that you can redeem your money out of that fund. There have been restrictions on that. Some of the smaller investors wanted to get their money out and we're very close to finalizing a deal on that. We look at that as a very long-term asset that we have. As I said, our liabilities are also very long term. We're not really in the market to go in, go out of these assets and it's continuing to deliver a very solid performance. We're happy to hold that asset.
[Non English Spoken].
I don't think we have disclosed a specific impact on this, but if you look at it, you would generally on the private credit side, you would have to look at how the spreads would evolve. We've given some indications on spread sensitivities, and if you look at the Solvency II sensitivities, those are quite low. A lot would have to move in the entire portfolio to have such a meaningful impact, specifically on private credit, given that it's only 7%. The largest part is collateralized and investment grade, and the individual loans of the non-investment grade are typically around EUR 10 million. You need to have a lot to have a big impact on the Solvency.
[Non English Spoken].
Findings came out of it. The finding is that we concur with the valuation and as I also more generically stated, that we find the estimates to be neutral. We did not find any out-of-bounds estimations. To give a bit of flavor and context. Annemiek just described that they have all sorts of monitoring tools, how they monitor the development in the portfolio. That's indeed also part of our audit to, of course, assess whether those controls are considered effective and for selected assets, for instance, for real estate, to give a bit of a flavor for selected assets. We also use our own corporate finance appraisal specialists to independently see how they would value such a property, and then compare that to what the company has recorded. Again, our conclusion is that we find the valuations to be neutral.
Super. [Non English Spoken].
No.
[Non English Spoken].
Annemiek.
We did already make some changes in the model over the last year which have already been reflected. Under the current market circumstances, we would still expect a broadly neutral outcome for us to come out of this review. If you look at the total impact of the Solvency II 2020 review, obviously that legislation is drafted to cover all European insurers, and the Dutch insurers have really long liabilities because we have a lot of pension funds. We really look at what is the impact on us here. Most of the management actions have been taken so far. We may at some point, if the new regulation is there, have some different perspectives on some of the asset classes.
If you, for instance, look at U.S. government bonds, even though we would hedge the currency risk 100%, they would still, under the new regulation, be treated a bit less favorable. You would then have to ask yourself the question, do you still want to hold a bit of that? Maybe from an economic perspective, we have a very small hold in that. You would like to have some diversification, but in that new regulation, that may be negatively impacting the ratio. Those are small numbers, so it's still broadly neutral. Those are type of actions that we could consider later on as well.
Yeah. [Non English Spoken].
Thank you. Thank you. Before I close this item, I'd just also like to address Joost and his entire KPMG team. As Joost mentioned, this brings to a conclusion their 10-year mandate as our external auditor. I'd like to acknowledge the incredible support that we've received from KPMG, Joost, and the team over the years. It's been a good cooperation, intense, sometimes hard work, adoption of IFRS 17, new changes in rules and regulations. I can confirm very regular and open, honest, challenging discussions with the supervisory board, also with the management team. Always been very transparent, very proactive. Joost, I'd like to once again say thank you on behalf of the group. Last year, the shareholders agreed that we would rotate to EY starting with the 2026 audit. Next year, this time, we'll have someone from EY presenting the external auditor's presentation.
Just like to say again, thank you and wish you all the best. I'll close item 6A, and we'll move now to items 6B and 6C, which we'll combine. 6B is the explanation of our dividend policy, which is a discussion item only. 6C is a proposal to pay out a dividend, which is a voting item. I'm referring here to the dividend policy as published on NN Group's website. Let me just give a brief background explanation. According to NN Group's dividend policy, NN Group intends to pay a progressive ordinary dividend per share. Under normal circumstances, NN Group intends to declare an interim dividend, which will be calculated at approximately 40% of the prior year's full-year dividend, with the disclosure at its first half-year results, and to propose a final dividend at the annual general meeting of shareholders today.
NN Group, in principle, intends to pay dividends in cash after deduction of withholding taxes, if applicable. NN Group also intends to execute a recurring annual share buyback of an amount to be determined at its discretion. On the 12th of February of this year, NN Group announced an open market share buyback program for an amount of EUR 350 million, which program commenced on the 2nd of March 2026. Additional excess capital is to be returned to shareholders unless it can be used for value-creating opportunities. When proposing a dividend or announcing a buyback, NN Group will take into account, among other things, its capital position, leverage, and liquidity position, regulatory requirements, and strategic considerations, as well as the expected developments thereof. As said, I'll now move to the next agenda item before I give you the opportunity to ask questions or make remarks on our dividend policy.
Item 6.3 is the proposal to pay out dividends, a voting item, as I mentioned. Also referred to by Annemiek in her presentation under agenda item two, which is included in the convocation letter on page four. This proposal is now officially put to a vote. In short, it's proposed to pay a final dividend of EUR 2.50 per ordinary share. Together with the interim dividend of EUR 1.38 per ordinary share that was paid in August of 2025, this will result in a total dividend over 2025 of EUR 3.88 per ordinary share. The final dividend will be paid in cash after deduction of withholding tax, if applicable. The key dates for the proposed dividend are shown on the slide, and as well are published on our website.
I'd like to open up and see if there are any questions regarding either our policy or the proposal for a final dividend for 2025. If not, I'll close this item and move to the next item, which is item seven, release from liability. Here, once again, I'll combine item 7A and 7B. 7A is the proposal to release the members of the Executive Board from liability for their respective duties performed during the financial year 2025. Item 7B is the proposal to release the members of the Supervisory Board from liability for their respective duties performed during the financial year 2025. Both of these items are voting items. These were referred to as well in our convocation letter on page four. Let me see if there are any shareholders who'd like to ask questions or make comments.
If not, we'll close these items and move to the next agenda item. Once again, voting continues throughout the meeting. Item eight is the profile of the Supervisory Board, which is a discussion item. Here, I'll refer to the convocation letter, page four, and the intended profile, including amendments and explanation of those amendments. The Supervisory Board intends to amend its profile and has discussed the intended profile amendments with the company's Central Works Council. Prior to adopting the amended profile by the Supervisory Board, I'll discuss the intended amendments with you. You've seen them in the convocation letter. The profile has been updated to make it more concise and readable. Most changes are textual in nature and tend to remove duplications with general appointment provisions, which are already included in the Supervisory Board charter or the company's articles of association.
Lastly, the list of competencies has been updated to rephrase the description of the areas of competence following a review, frankly, just to modernize the wording. Let me ask if there are any shareholders who would like to make comments or questions regarding the amended profile? If not, we'll close that item. We'll move to Item nine, which is the notice of the intended reappointment of Annemiek van Melick as member of the Executive Board, which is the discussion item today. This proposal was included in the convocation letter on Page five. I think as everyone knows, the current term of appointment of Annemiek van Melick as a member of the Executive Board ends at the close of today's meeting.
As announced on the 12th of February 2026, the Supervisory Board gives notice of its intent to reappoint Annemiek as a member of the Executive Board from the close of this meeting for a term of four years, which will end at the close of the Annual General Meeting in 2030. The Supervisory Board also has the intention to designate Annemiek as CFO, and as a result, as Vice-chair of the Executive Board for the same term. With the reappointment of Annemiek, her membership and position as Vice-chair of the Management Board of the company also continues for the same term.
The Supervisory Board intends to reappoint Annemiek because of her extensive experience in the financial sector and her in-depth knowledge of insurance, banking, and asset management, her experience as Executive Board member, as well as the professional manager in which she fulfills her membership of the Executive Board and her role as Chief Financial Officer. Under Annemiek's financial leadership, the company has made good progress in the execution of its strategy while reporting strong commercial and financial performance and a robust capital position. This created a solid foundation for growth and sustainable long-term value creation for our stakeholders and our shareholders. The intended reappointment of Annemiek is in accordance with the profile of the Executive Board of the company. The Central Works Council of the company has informed the Supervisory Board that it supports the intended reappointment of Annemiek.
As I said, more information regarding this intent can be found on convocation letter, Page five. Let me open it up to see if there are any shareholders who would like to make comments or ask questions.
Uh-oh.
We agree. Absolutely. Thank you. Let me then first express appreciation to Annemiek. I think we just did, so thank you for making herself available to serve another term as CFO of NN Group. Her leadership has been strong and inspiring over the past years, enabling NN Group to make good progress on its strategy while reporting a good commercial and financial performance and maintaining this capital position. Thank you, Annemiek, for your dedication and commitment to the company. Thank you for your continuing cooperation, and thank you for the engagement, the active engagement and being part of the team.
Thank you for keeping me.
Just wait for the vote. Okay. I'll close this item now and move to the composition of the supervisory board, Item 10 A, which is the proposal to reappoint David Cole as a member of the supervisory board. This is a voting item. You'll appreciate for a number of reasons, I'd like to give the floor to Pauline to explain this item.
That sounds like a really good idea, Dave.
Yeah.
Thank you. All right. You will have seen the proposal is included in the convocation letter, Pages five and six. In accordance with the rotation schedule of the Supervisory Board, the term of appointment of David Cole will end at the close of this meeting. As announced on the 12th of February 2026, the Supervisory Board has nominated David Cole for reappointment as member of the Supervisory Board for a term of two years. If adopted, this reappointment shall become effective as from the close of this meeting and end at the close of the annual general meeting in 2028. If adopted, the Supervisory Board also intends to reelect David as Chair of the Supervisory Board. The Supervisory Board intends to also reappoint him as member of the Nomination, Remuneration, and Governance Committee of the Supervisory Board.
David Cole has been an outstanding and highly valued board member and chair for the last eight years, the supervisory board is absolutely delighted to recommend him for reappointment for an additional term of two years, in accordance with the applicable provisions of the Dutch Corporate Governance Code. David Cole's deep and broad knowledge of NN and his international experience in the insurance and banking sector, as well as his thoughtful yet challenging style in chairing board meetings, have earned him much respect. Lastly, to ensure continuity in the composition of the supervisory board, we recommend that our shareholders approve the proposal for his reappointment. The Central Works Council has been informed and has advised the supervisory board that it supports the reappointment of David. Short biography of David Cole, as well as more information, is included in the convocation letter. You'll find them Page five and six.
That's a really nice picture, Dave. Just looking at it.
It's AI.
Gosh. Looking really good. I just noticed it for the first time. The intended reappointment is in accordance with the profile of the supervisory board. The nomination of David Cole is subject to the condition that the general meeting will not recommend any other person for nomination. We have not received any such recommendations in advance of this meeting, and I assume that the general meeting does not wish to recommend any other persons. Let me look around and pause here for a while, just in case. Seeing none, since the general meeting does not recommend any other persons for nomination, the proposal to reappoint David Cole as member of the supervisory board will officially be put to a vote. Are there any questions? Yes.
[Non English Spoken].
We always have succession planning in place for all of our supervisory and executive board members. We continuously look at board refreshment, and that includes the chair position. Yeah.
[Non English Spoken].
Seeing no other questions. Hearing none, let me give back to you, Dave.
Okay. Thank you, Pauline. Pass the baton here a little bit. I'll move to item 10B, which is the proposal to reappoint Pauline van der Meer Mohr as a member of the supervisory.
It's also a great picture.
Once again. Also a nice picture.
Isn't it?
I've seen many nice pictures.
Yeah, looking a lot better there.
Refer to convocation letter, page six. In accordance with the rotation schedule of the supervisory board, the term of appointment of Pauline van der Meer Mohr will end at the close of this meeting. As announced on the 12th of February 2026, the supervisory board has nominated Pauline for reappointment as a member of the supervisory board for a term of four years. If the proposed appointment of Pauline is adopted, her reappointment shall become effective as from the close of this meeting and will end at the close of the annual general meeting in 2030. The Central Works Council of the company has made use of its enhanced recommendation right and has asked the supervisory board to nominate Pauline as the person recommended for by the Central Works Council.
If reappointed, the Supervisory Board intends to also reappoint Pauline as Vice-chair of the Supervisory Board and Chair of the Nomination, Remuneration, and Governance Committee, as well as being a member of the Audit Committee. Pauline has been nominated for reappointment because of her extensive experience as Executive and Supervisory Board member, her knowledge of and strong background in corporate governance, people in organizational management, and sustainability matters, as well as the professional manner in which she fulfills her position as member and Vice-chair of the Supervisory Board. A short biography of Pauline, as well as more information, is included in the convocation letter, as I mentioned, on page six. The intended reappointment is in accordance with the profile of the Supervisory Board. The appointment and nomination of Pauline is subject to the condition that the general meeting will not recommend any other person for nomination.
We've not received any such recommendations in advance of this meeting. I assume the general meeting does not wish to recommend any other person. Also here, let me pause. Since the general meeting does not recommend any other persons for nomination, the proposal to reappoint Pauline van der Meer Mohr as a member of the supervisory board will officially be put to a vote. Any questions or remarks regarding this agenda item? If not, we'll close this item and move to the next agenda item. That's 10C, which is the proposal to appoint Irene Gijsbers as a member of the supervisory board. Again, this is a voting item. I'd like to refer once again to the convocation letter, page six. As I mentioned earlier, Irene is joining the meeting today. I'd like to welcome her and ask if she'd like to say a few words.
Thank you. Thank you, Dave. Good morning, ladies and gentlemen. I'm honored to be nominated for a position on the supervisory board of NN, a company that I've known for many, many years, both as a customer myself and through my professional career. Maybe a bit of my background. I have a passion for technology. I have a passion for numbers, and that is reflected in a 30+ year professional career at the service provider Accenture, where I have supported many, many organizations around the world in their transformation to becoming a digital company. This journey has included working extensively with financial services, so both insurers, banks, as pension funds.
At NN, I aim to contribute by helping the organization navigate this evolving technology landscape of data and AI, of technology, of cloud sovereignty, and all the topics that were mentioned in a lot of questions today. Drawing my experience, I want to focus on unlocking this full potential of technology available today, but also in the future, since it's evolving very fast, supporting the transformation of the talent and the organization, and most important, I would say, shape a future that's innovative and that is secure both for NN as well as their customers. Thank you for the confidence and looking forward to the role. Back to you, Dave.
Thank you, Irene. I think, as everyone knows, companies such as NN have for many years been looking to bring on board talent such as Irene with an extensive background related to technology and technology transformation. We're very pleased we found Irene willing to join our board. Let me open it up for questions from the shareholders. If there are none, we'll close this item, and we'll move to the next agenda item. It's item 11. Thank you, Irene. Item 11 is a proposal to amend the fixed annual fee level for the members of the Supervisory Board, a voting item. Here, I'll refer to the proposal that was included in the convocation letter on page six.
The proposed remuneration policy for the members of the supervisory board, as well as the clarifying note related to that, as well as the positive advice we've received from the Central Works Council of the NN Group. I'd like to ask Pauline van der Meer Mohr to explain agenda item 11.
Thank you, Dave. As you know, the purpose of the Supervisory Board remuneration policy is to secure our ability to retain and attract highly qualified Supervisory Board members. In order to guarantee the attractiveness in the market and on the basis of the current Supervisory Board remuneration policy, we carry out benchmark analyses periodically. Also in 2026, the NRG Committee conducted a review of the Supervisory Board fees. As an important starting point for the reviews, also described in the remuneration policy, is that the fixed annual fee of the board members should be below the market median for comparable positions in the relevant markets. That's our policy.
Based on this analysis at the beginning of 2026, it was concluded that fee levels for SB members, Supervisory Board members, in the relevant comparison market have increased significantly over the past few years, and the positioning of the current fees at NN is now severely below the market median, and dropping even to the first quartile or below. The SB fees remained unchanged for two years since June 2024, with the exception of a small incremental increase to the annual fee of the Chair of the Supervisory Board, which was approved by the shareholders last year.
In order to prevent the remuneration levels from falling too far behind the market, which could make significant increases necessary at a later date, the Supervisory Board has decided, in a balanced assessment, taking into account the interest of all stakeholders, to propose to increase the fixed annual fees for the chair, the vice-chair, and the members of the Supervisory Board this year. These proposed increases bring the fees closer to the reported market level but keep them still well below the market median. In line with regulatory requirements, the Central Works Council has been requested to give advice on today's proposed amendment in the remuneration policy for the Supervisory Board. It's highly appreciated that the involved members of the Central Works Council took the time to engage in a conversation aimed at a solid understanding of the proposed amendment.
The Central Works Council has issued a positive advice for the proposed amendment and the policy. Thank you once again for giving me the opportunity to provide some context and background in relation to the proposed amendment to the Supervisory Board remuneration policy. Once again, I would like to hand back to you, Dave.
Thank you, Pauline. Are there any questions related to item 11? I see there are not. I'll close this item and move to the next agenda items. Those of you who've attended these meetings and reviewed our papers in the past will recognize items 12A, 12B, 13, and 14, which once again, for purposes of efficiency, will be combined. 12A is a proposal to designate the Executive Board as the competent body to resolve to issue ordinary shares and to grant rights to subscribe for ordinary shares. Item 12A is a proposal to designate the Executive Board as the competent body to resolve to limit or exclude pre-emptive rights of existing shareholders when issuing ordinary shares and granting rights to subscribe for ordinary shares pursuant to agenda item 12A.
12B is a proposal to designate the Executive Board as the competent body to resolve to issue ordinary shares and to grant rights to subscribe for ordinary shares by way of a rights issue. Item 13, proposal to authorize the Executive Board to acquire ordinary shares in the company's share capital. Finally, item 14 is a proposal to reduce the issued share capital by cancellation of ordinary shares held by the company. All of these are voting items, quite standard in Dutch corporate governance environment, and as I said, we've discussed them many times with you in the past. They've been extensively described in the convocation letter, and therefore, I would propose I'm not going to further explain or go through them step by step and line by line.
I would, however, like to open up the floor and see if there are any questions or comments from the shareholders regarding these various voting items. I see there are no questions from shareholders. I'd like to close items 12 through 14. Here, I'd like to mention that agenda item 14 was the last voting item on the agenda. In just a few moments, we'll close the voting. If you've not already cast your votes, please do so now. With that, we have closed the voting, and we will now share the voting results with you just before we close the meeting. Thank you all very much for your participation. Thank you very much for your votes. Let me just wait and see. Any other items? Any other matters that shareholders would like to ask? No? We're moving to the voting results.
As you see, they're showing up on the screen as we speak. We'll start with items 5 through 7B. You can see that all items have been approved with a significant majority. Thank you for that. We'll now move to items 10A through 11. Once again, you see all items have been approved by the shareholders with a significant majority. We'll move to the next slide, the final slide, items 12A through 14. Once again, here, all items have been approved by the shareholders. I would like to just note that all voting items have been approved and adopted by the general meeting. Thank you very much for your support and continued trust. As for the appointments of Irene and the reappointments of Annemiek, Pauline, and myself, I'd like to once again thank shareholders for your support.
Of course, I would be very remiss, before we bring this meeting to a close, if I didn't take a moment to acknowledge the specific contributions of Robert Jenkins, who, as of the end of today's meeting, will no longer be a member of the Supervisory Board of the NN Group. Robert, or Bob as we know him, joined the Supervisory Board in 2016 and has been reappointed two times. This was based on his long-standing international experience in the financial sector, specifically his particular expertise in the risk management, audit, asset management, and the financial markets. Bob's presence has been very important for us. He's been a very active, very constructive but challenging member of the Supervisory Board, and I think we've all benefited massively from his being a member of our board.
Constantly available for discussion, always willing to take a little bit of a different point of view and to challenge us to make sure that we really were thinking carefully about the decisions that we were making. Played a very important role in discussions that we had over the years regarding our asset management businesses, also in thinking about potential impacts of some of the geopolitical and the macroeconomic developments on the firm. Helping us prepare, thinking about various scenarios, making sure that we were indeed as resilient as we would like to be. I'd just like to say, in a very public fashion, Bob, thank you. It's been a pleasure, we wish you well.
Thank you very much.
Yeah. With that, a few announcements once again. The draft minutes of this meeting will be published on the company's website within three months. The final voting results will be published on the company's website within a few days. As we wrap up this year's AGM, I want to take a moment to thank our shareholders for their participation and engagement. We do truly appreciate it, both in this meeting as well as outside of the meeting. Your engagement and your input is important to us, and we want to work together, of course, to ensure we continue to build a stronger, sustainable NN Group. On behalf of my colleagues in the supervisory board and the management board, I'd like to thank you for attending this meeting, and I wish you all a good day. Thank you.