Governance

Disclosure Requirement GOV-1 – The role of the administrative, management and supervisory bodies

The VIG Holding Managing Board comprised seven members as of 31 December 2025. The Supervisory Board consists of 12 members. There is no works council at VIG Holding, so there are no workers’ representatives on the Supervisory Board. The interests of employees are covered by the specific activities described in more detail in the chapter on Disclosure Requirement ESRS S1-2 “Processes for engaging with own workforce and workers’ representative about impacts”, as well as through due consideration in the relevant bodies.

The areas of responsibility and country responsibilities of the Managing Board members are described in the Corporate Governance Report under “Members of the Managing Board and their responsibilities” in the Group Annual Report.

The gender-specific composition and other diversity metrics for both the Managing Board and the Supervisory Board of VIG Holding are presented below. Gender, generations and internationality are the primary diversity criteria in relation to top management. The data as of 31 December 2025 were used to calculate the percentage distribution.

On the basis of the data presented in the previous table, the Managing Board’s gender diversity ratio in the reporting year was 0.17, while the corresponding figure for the Supervisory Board was 0.71. The metrics reflect the ratio of female to male members in the respective committees.

Seventy-five percent of the members of the Supervisory Board elected by the Annual General Meeting can be categorised as independent in the reporting year in accordance with the independence criteria defined by the Supervisory Board under C-Rule 53 of the Austrian Code of Corporate Governance; see the Group Annual Report under “Corporate Governance Report”, chapter “Supervisory Board independence”.

The Corporate Governance Report in the Group Annual Report (see “Members of the Supervisory Board”) contains comprehensive information on the tasks and responsibilities of the Supervisory Board. This includes an overview of the individuals and committees of the Supervisory Board. The Supervisory Board, as a whole, regularly deals with sustainability issues.

It has established the Committee for Urgent Matters (Working Committee), the Audit Committee (Accounts Committee), the Committee for Managing Board Matters (Personnel Committee), the Strategy Committee and the Nomination Committee. These committees carry out all activities defined under the law, articles of association and the procedural rules of the Supervisory Board. The Audit Committee (Accounts Committee) performs the tasks in accordance with § 92 (4a) of the Austrian Stock Corporation Act (AktG) and § 123 (9) of the Austrian Insurance Supervision Act (VAG) 2016, as well as Regulation (EU) No. 537/2014. It is therefore responsible in particular for the auditing and preparation of the approval of the separate financial statements, the proposal for appropriation of profits and the management report. The Committee for Managing Board Matters (Personnel Committee) deals in particular with the personnel matters of the Managing Board members and reviews the remuneration policy at regular intervals. The Managing Board submits the Group management report and thus the consolidated non-financial report contained therein to the Audit Committee and the Supervisory Board as a whole, and the Audit Committee and Supervisory Board then audit the consolidated non-financial report as part of the audit of the management report.

The VIG Holding Managing Board is responsible for the management of the company and VIG. The Managing Board manages the business of the company under the leadership of its Chairperson and within the constraints of the law, articles of association and procedural rules of the Managing Board. It meets regularly to discuss current business developments, and makes the necessary decisions and resolutions during the course of these meetings. The Managing Board members continuously exchange information with each other and with the heads of various departments.

Overall responsibility for the topic of sustainability lies with the Managing Board, whereby sustainability is generally anchored in terms of content as a cross-cutting topic in all areas of the organisation and is therefore part of the line functions. Accordingly, responsibility for the implementation of sustainability aspects also lies with the respective departmental responsibilities of the VIG Holding Managing Board or with the local management of the VIG companies.

Sustainability matters are taken into account by the individual departments when performing their tasks within the scope of their respective responsibilities on the VIG Holding Managing Board. In addition, a Group Sustainability Office (GSO) has been established within VIG Holding to consolidate and coordinate efforts. This office is assigned to the portfolio of the Chairperson of the Managing Board. On behalf of the Managing Board, it coordinates and manages the sustainability activities and their further development at VIG, involving the relevant departments.

A Sustainability Committee, consisting of members of the Managing Board and managers from various divisions of VIG Holding, deals comprehensively with important topics of the introduction, implementation and further development of VIG’s sustainability activities, whereby it is in particular responsible for issuing recommendations to the Managing Board on key issues relevant to the Managing Board’s resolution in the area of sustainability. It meets at least quarterly; the Managing Board is informed by means of minutes and, where appropriate, through an oral presentation at a Board meeting. The following are represented on the Sustainability Committee: Deputy Chairman of the Managing Board, Chief Finance and Risk Officer (CFRO), Chief Operating Officer (COO) and, in particular, managers from the Corporate Business, Retail Insurance & Business Support, Asset Management (including Real Estate), Human Resources, European Affairs, Risk Management and Group Finance and Regulatory Reporting departments. The nomination of these representatives within VIG Holding is linked to the spheres of impact of VIG’s sustainability programme. The Group Sustainability Officer, who also chairs the committee and reports regularly to the Managing Board on the committee’s work, is responsible for managing the committee.

In the 2025 reporting year, the Managing Board of VIG Holding informed the members of the Supervisory Board of material sustainability and IT security matters. Among other things, the transition plan for climate change mitigation was dealt with by VIG’s commitment to achieving emission targets by 2030. As in the governance structure described above, responsibility for monitoring the objectives in connection with the sustainability programme lies with the local management of the VIG companies and also with the respective departmental responsibilities of the VIG Holding Managing Board. The local management of the VIG companies informs the local supervisory board at least twice a year about the objectives and the implementation status of the sustainability programme at the level of the VIG companies. At VIG Holding, the topic of sustainability is regularly dealt with in the Supervisory Board.

The members of the Managing Board and the Supervisory Board have the necessary specialist knowledge, industry knowledge and experience, especially in the countries in Central and Eastern Europe in which VIG operates, in order to properly fulfil their duties. The relevant experience and expertise comes from relevant further education and training courses as well as corresponding professional experience, which is also ensured by the statutory fit & proper requirements. The members of the Supervisory Board also receive regular training and information on current specialist topics.

A comprehensive document governance system is established in VIG in at least all (re-)insurance companies, asset management companies and pension funds, provided VIG Holding (directly or indirectly) holds more than 50% of the shares. This regulation regulates in detail how binding specifications for VIG can be issued. This system differentiates between Group policies, Group guidelines and Group operating procedures. While policies are adopted by the full Managing Board, guidelines are approved by the responsible Managing Board member. Operating procedures are issued by the responsible department manager or a special representative of VIG Holding on the basis of an authorisation in a policy or guideline. The governance documents are communicated to the VIG companies within the scope of application of the document by the respective document creator. In addition, the documents can be accessed on the Intranet. The governance documents require local implementation at VIG company level in order to be effective, and the approval requirements must correspond to those at VIG Holding level. If, in exceptional cases, Group requirements cannot be implemented at VIG company level, there is a standardised process for handling deviations that provides for appropriate communication between the VIG companies in exceptional cases and the document creator(s) at VIG Holding and requires the decision of the local Supervisory Board in the event of disagreement. Once a year, Compliance (incl. AML) of VIG Holding carries out a centralised query to check that the Group-wide governance documents have been formally implemented. The relevant VIG Holding document creator is responsible for monitoring implementation. In addition, the implementation of governance documents forms part of the internal audit process. This multi-pronged approach to monitoring ensures effective implementation and compliance in the VIG companies.

Disclosure Requirement GOV-2 – Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies

Individual members of the Managing Board or the full Managing Board of VIG Holding are informed about sustainability aspects within the scope of their departmental responsibilities by the managers of the departments and the Chairperson of the Sustainability Committee (see Group Sustainability Office, GSO). Compliance and data protection are also reported on a regular basis. In addition, the VIG Holding Managing Board regularly addressed IT security-related topics and was updated on the current status of the Cyber Defense Center programme. During the reporting year, the Supervisory Board of VIG Holding was also informed, following a meeting, about EU sustainability regulation for insurance companies and its implications for VIG. The Supervisory Board, both as a whole and through the Audit Committee, took the opportunity to address sustainability matters.

The Managing Board as the management body and the Supervisory Board as the governance body are involved in such matters in accordance with the statutory requirements for these bodies, which define the relevant responsibilities. The strategic and economic relevance of the decision plays an important role in this.

The material sustainability impacts, risks and opportunities identified in the double materiality analysis are largely also reflected in the six spheres of impact of the VIG sustainability programme. The actions taken in connection with ESRS E1 “Climate change” focused on the preparation of a transition plan for climate change mitigation for VIG and were approved by the VIG Holding Managing Board on 27 January 2025. In addition, key performance indicators (KPIs) related to ESRS reporting were presented, for example on the GHG emissions from underwriting, asset management and internal operations. The Group-wide ESG risk catalogue, which was drawn up in accordance with the Guide for Managing Sustainability Risks of the Financial Market Supervisory Authority (FMA), forms the basis for identifying and assessing risks within the framework of the consolidated double materiality analysis in accordance with ESRS. The results of the Group-wide ESG risk catalogue are generally reported to the VIG Holding Managing Board once a year.

Disclosure Requirement GOV-3 – Integration of sustainability-related performance in incentive schemes

The incentive schemes for the members of the VIG Holding Managing Board reflect the Company’s success from the perspective of the various stakeholders, i.e. the remuneration is intended to reward successful management, particularly with regard to sustainable earnings on the one hand, and contributions to employee and common good on the other. The remuneration package for members of the VIG Holding Managing Board is divided into fixed and variable components (see the part of the VIG Holding remuneration policy relating to members of the Managing Board, Section 2.2.5), while the remuneration for members of the VIG Holding Supervisory Board does not include a variable component.

The variable remuneration of the members of the VIG Holding Managing Board is linked to the achievement of pre-defined annual performance targets, which include both financial and non-financial components. In 2025, the transition plan for climate change mitigation was anchored in the non-financial targets of the VIG Holding Managing Board and weighted at 50% of the strategic special targets (see also section 2.2.2 b of the remuneration policy). This means that the consistent implementation and follow-up of the actions defined in the transition plan for climate change mitigation is integrated into the variable remuneration system. Moreover, a significant part of the variable remuneration is subject to a sustainability-oriented deferral rule, where 40% of the bonus earned for the financial year is distributed on a straight-line basis over three years.

The deferred payments depend on the sustainable development of VIG. When assessing sustainable development, both economic goals and the responsibility towards the environment, society and employees are considered, thus embedding long-term sustainability into the remuneration structure.

The Supervisory Board, specifically the Supervisory Board Committee for Managing Board Matters of VIG Holding, is responsible for approving and regularly reviewing the terms of the incentive schemes for VIG Holding Managing Board members. The remuneration of the members of the Supervisory Board requires a resolution to be passed at the Annual General Meeting.

Further details can be found in the VIG Holding Remuneration Policy on the VIG website.

Disclosure Requirement GOV-4 – Statement on due diligence

The following table provides an overview of the core elements of due diligence in the consolidated non-financial report. The processes implemented by VIG Holding to identify impacts, risks and opportunities are taken into account, including the consolidated double materiality assessment, as well as the actions taken to prevent negative impacts.

Disclosure Requirement GOV-5 – Risk management and internal controls over consolidated Non-Financial reporting

The risk management system plays a crucial role at VIG in the identification of material risks as part of the double materiality assessment. The following describes how the consolidated non-financial statement is embedded in this system and what controls ensure data quality. The aim of the internal control processes relating to the consolidated non-financial report is to ensure the accuracy, reliability and completeness of the sustainability disclosures. The processes support the identification, assessment and reduction of risks in connection with sustainability data. They are integrated across the board into the procedures of VIG and cover data collection and validation through to governance through the creation and maintenance of internal guidelines and policies.

General information on the governance system, risk management system and internal control system

The governance system, along with the organisation of the risk management system and the risk management process, is described in the consolidated financial statements in the chapter “Risk strategy and risk management – Governance system” and in more detail in the “Risk management processes” section. Sustainability reporting is embedded in the governance and risk management system.

Risks and controls in relation to ESRS reporting

VIG has an adequate internal control system (ICS) for monitoring operational risks, which ensures ongoing monitoring of risks (for more information, see the Group management report, chapter “Internal control and risk management system”). The risks are assessed on the basis of estimates of the amount of damage and frequency. For this purpose, the residual risk that remains after taking into account the risk-reducing effects of controls is assessed.

The following two risks are considered in relation to the consolidated non-financial report as part of the ICS and addressed accordingly.

• The risk of an “Incomplete consolidated non-financial report” is reduced by a formal double materiality analysis in coordination with the relevant departments within VIG Holding and the local (re-)insurance companies prior to the preparation of the consolidated sustainability statement.

• The risk of “Incorrect data in the consolidated non-financial report” is reduced by measures such as the application of the principle of dual control, (partially) automated data validations and plausibility checks.

In addition, the VIG Holding departments responsible for the data have implemented appropriate control mechanisms to reduce risk.

The contents of the internal control system (ICS) are discussed and updated with the risk owners at least once a year. Any findings from risk management are discussed directly with the departments. In general, the results of the ICS are presented to the Risk Committee on an annual basis. In addition, the risks contained in the ICS are taken into account in the course of internal audit reviews. Sustainability matters are also included in the internal audit plan. All internal audit reports and their results are made available to the VIG Holding Managing Board. In addition, annual reports are made to the Managing Board in connection with the ICS and the operational risk situation.