2620291 BNG - Annual Report 2025

Definition of the external KPIs for a period of three years (2026-2028) The BNG Shareholder Contact Policy

Approval of the biennial update of the Rules of Procedure of the Supervisory Board as well as the Rules of Procedure of the Supervisory Board committees

The Annual Report on the Climate Action Plan and the Sustainability Policy 2025.

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Progress on strategic projects, including DORA and IT Risk

The Supervisory Board received the information necessary to perform its duties. In addition,

The impact on BNG of the revision of the Dutch Corporate Governance Code in 2025, in

confidential meeting also took place twice per year. Employees from the organisation

Update on CSRD progress and update on the Double Materiality Analysis (DMA)

Annual Report 2024, dividend proposal for 2024 and Pillar 3 report

particular the new Risk Management Statement.

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The (re-calibration) of the 2025 Budget and the 2025 Funding Plan, as well as

supervisory authority

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In addition, the following topics were discussed at the Supervisory Board meetings in 2025:

SREP letter 2025 from the ECB

Supervisory Board adopted the 2026 Funding Plan.

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The Supervisory Board has reviewed and approved the Annual Report 2025 and the

SIRA 2024

the multiannual commercial plan, including a competitive analysis. In addition, the

the Executive Committee with a sixth director, the CIO, and the reclassification of several

divisions within the bank – were a periodic item on the agenda of the Supervisory Board.

The remuneration report 2024 and the risk analysis govern remuneration policies for BNG

Establishment of the 2025 half-year figures

Determination of the Risk Appetite Statement 2026 (RAS); the system of limits, targets and information figures. The risk definitions were also established.

The results of the periodic employee survey

the Supervisory Board received information from the external auditor, with whom a

regularly attend topic briefings, which also introduces the Supervisory Board to senior

management. This is important for the purposes of internal succession planning. In addition, there is an annual topic lunch with the entire Works Council, during which we discuss a current subject.

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This year, a visit was made to the Eigen Haard housing association during the annual

‘outside meeting’ – a meeting in which Supervisory Board and Executive Committee discuss

the challenges they face with several customers in a segment. In addition to an explanation and dialogue about Eigen Haard’s strategy, a visit to one of its projects was planned. It

is a great opportunity to see first-hand what activities are being made possible with the resources of BNG.

development targets for each ExCo member. Discussions on the individual targets took place with all Executive Committee members in 2025.

There were no situations in which there was a conflict of interest. In order to maintain a focus on this, this is determined at the start of each meeting.

In addition, the Executive Committee and the Supervisory Board took part in three

continuing education sessions. The regulatory landscape ECB and the WSW guarantee

system were topic areas, as well as a DORA boardroom training. The Supervisory Board members also discussed the Standard Pricing model in an in-depth session.

Twice per year, two members of the Supervisory Board contact representatives of the

Ministry of Finance as part of the government’s 50% interest in BNG. Regular discussions are also held with the supervisory authority about, among other things, the SREP (Supervisory Review and Evaluation Process) and ‘on site’ investigations.

The Supervisory Board values structural self-evaluation to learn from and become more

effective. In addition to evaluation at the end of a meeting, one self-evaluation is carried

out per year. This is carried out once every three years by an external party. This took place in 2025. The Supervisory Board discussed the outcome of this self-assessment in a private

session in 2025, and a follow-up to the findings will be provided in 2026. The general picture that emerged from the self-evaluation is positive and an encouragement to continue on

the path taken. The Supervisory Board intends to focus even more explicitly on putting the

strategy into practice and to monitor the progress of projects more actively. In addition, the Supervisory Board will continue bilateral consultations with individual Executive Committee

members. The Supervisory Board has asked the Executive Committee to give extra attention to succession planning and fleet planning in the HR Committee and to pay attention to cultural and behavioural elements.

The Supervisory Board is also responsible for the evaluation of the functioning of the ExCo

and the assessment of the ExCo members. This is done using individual performance and

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8.4 Audit Committee Composition and engagement

Recurring topics in 2025

(until 1 July 2025) and Huub Arendse as of 1 July 2025. The committee supports and

following recurring topics.

The Audit Committee consists of Karin Bergstein (chair), Constant Korthout, Leonard Geluk advises the Supervisory Board on the design and operating effectiveness of the internal

In preparation for the discussion by the full Supervisory Board, the Committee dealt with the •

risk management and control systems, the internal and external audit process, material

and prospects in the areas of business, profitability, solvency, capital, liquidity and

considerations regarding financial and sustainability reporting and material risks and

funding, as well as progress on non-financial KPIs (so-called DSs) through quarterly

uncertainties of the company and its affiliated company.

Working method

reports. In discussing the quarterly reports, the committee paid particular attention to competitiveness and standard pricing, the interest result, costs, financial transaction results and GRI reporting. With the transition to the Route to More Added Value, the

committee also discussed the form and content of the accounting for each value chain.

In addition to the members of the Audit Committee – including the chair of the Risk

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and the external auditor participate in the meetings of the Audit Committee. The chair of

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report and on 1 July 2025 – with the resignation of Leonard Geluk – he has temporarily taken

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Committee – the CEO, CFO and the CRO, the head of IAS, the head of Finance & Control

approved the publication on the BNG website of the interim report 2025 and its provision to the supervisory authority.

regular meetings, the chair shall speak separately with the head of IAS and with the external •

The Audit Committee follows the work of the IAD during each meeting. The most important findings of the IAD and their follow-up are also discussed.

Risk Committee.

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The Audit Committee discussed the financial statements and the 2025 Annual Report and

positive consultancy on the proposal to make a dividend of 50% of the net profit for 2025

The Pillar 3 Disclosure report for 2024 was discussed and submitted to Supervisory

Board with positive consultancy. At the beginning of November, the Supervisory Board

with the external auditor and the head of IAD prior to some of the meetings. Prior to the

the management statement included in the Annual Report. The committee also provided a

The mid-year report 2025, after discussing the findings of the external auditor, the committee issued a positive recommendation to the Supervisory Board.

over the vacant position in the committee. The Audit Committee holds a private session

gave the Audit Committee positive advice on the approval of the financial statements and

Specifically, the Commercial Multi-Year Plan, Financial Multi-Year Plan and the budget were discussed in terms of content.

the Supervisory Board was present at the discussion of the annual report and half-yearly

auditor. The Audit Committee met four times in 2025 and in two joint meetings with the

During the year under review, the committee was informed of key trends, developments

The Committee frequently discussed the management of the IT General Controls (ITGCs).

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The 2026 Funding Plan was submitted to the Supervisory Board with a positive recommendation.

available for distribution.

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