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Report of the Supervisory Board

Report of the Supervisory Board

Report of the Supervisory Board

In this report, the Supervisory Board accounts for the supervision that it exercised in the past year. We cover the main topics discussed during the meetings of the Supervisory Board and committees and report on the governance of the Supervisory Board.

Key objectives for 2025 – business plan and strategic course for 2026-2030

Every year, the Executive Board submits a business plan and budget for the next year to the Supervisory Board for approval. The business plan (including a budget) for 2025 was discussed and approved during the meeting of the Supervisory Board in December 2024. The key objectives for 2025 were to grow the cooperative, strengthen ties with our members, maintain our good reputation, good employment practices, a more flexible organisation, and solid financial results.

Progress on the business plan was discussed during the meetings of the Supervisory Board, where the trend in the financial results was first discussed in detail in the audit committee. The investments results were discussed in the risk committee. During the meeting in December 2025, the Supervisory Board and the investment advice committee discussed the primary investment-related developments of the past year. This included the impact of the policy of the new president of the US on the financial markets, the further unwinding of investments in direct commercial real estate, the exclusion policy, and the further improvement of the investment reports. They concluded that the conditions in the financial markets were challenging and that the total investment result of 5.7 per cent for the reporting year was solid.

The past year was also devoted to the development of a new strategic course. The Supervisory Board was intensively involved in that during multiple meetings; it approved the new strategy at the meeting in November 2025. The new organisational structure to support this strategy also took further shape. In March 2025, the new group director of Insurance Services took office as the recruitment of a group director of Funeral Services got under way. Starting on 1 January 2026, DELA will be organised by business units for funeral insurance and funeral services instead of being run on a country basis. The Supervisory Board followed this process and is convinced that the intended benefits of this restructuring, such as more efficient and effective management and sharing good practices across countries, will be felt in the years to come.

The Digital Transition of Insurance programme aims to make us more flexible; this was therefore an important topic of discussion within the Supervisory Board last year. This transformation is also important for future-proofing the organisation with a view to providing customers with better and more personalised service. The Supervisory Board sees that the move towards standardisation, manageability, and a phased approach will promote greater simplicity, better data quality and lower operational risks. At the same time, a continued emphasis has been placed on control, continuity, and customer impact during the migration. The Supervisory Board supports this course and will be carefully following its progress.

Finally, the Supervisory Board set out a joint vision for supervision with the Executive Board and approved it during the meeting in December. This vision serves as guidance for the way in which the Executive Board and the Supervisory Board put their own and joint role into practice to manage and oversee the organisation – driven by the long-term continuity of the cooperative and the interest of its members. This vision was also based on input from key officers and the works council.

Main topics of discussion in committees

The Supervisory Board has an audit committee, risk committee, and a remuneration and appointments committee.

Audit committee

The audit committee prepares the decision-making by the Supervisory Board and advises the Supervisory Board about its supervision of the Executive Board relating to the financial reporting process, the internal risk management and control process, compliance with laws and regulations, the effectiveness of the internal audit function, the relation with and functioning of the independent auditor, and acting on the recommendations of the internal audit function and the independent auditor.

Besides discussing the regular reports of the internal audit function and independent auditor, the audit committee dedicated time to DELA's first sustainability report in accordance with the CSRD and to ensure the smooth transfer of the auditing work to the new independent auditor. The recommendations of the independent auditor were discussed in this context during the meeting in November; no significant internal control deficiencies were identified. Some other weaknesses were found, however, especially regarding the internal control of IT. Their specifics were discussed and are being addressed by management, such as through the further implementation of the IT control framework in line with the European Digital Operational Resilience Act (DORA).

Risk committee

The risk committee prepares the decision-making by the Supervisory Board and advises the Supervisory Board about its supervision of the Executive Board relating to the functioning of the internal risk management and control system, compliance with relevant laws and regulations and with applicable codes (codes of conduct), determining the strategic tolerance for and effective management of the financial and non-financial risks of the cooperative, and (together with the audit committee) the effectiveness of the collaboration between the second and third line functions.

In April, the risk committee discussed the annual Solvency and Financial Condition Report (SFCR) 2024 in depth. The annual own risk and solvency assessment (ORSA) reports for 2025 were discussed in November in preparation for approval by the Supervisory Board. As is the case every year, the Supervisory Board assessed the capital allocation. It determined that, at a strategic level, the investment policy and the liquidity position were consistent with the risk appetite.

The regular reports of the key functions of actuarial, compliance, financial, and operational risk management were discussed (including monitoring the action taken on recommendations) in the presence of the relevant key officers. The developments within asset management and the investment policy were frequently discussed, such as in relation to the continual unrest in the financial markets. As part of the annual updating and approval by the Supervisory Board, the risk committee also discussed the risk appetite statements, the charters of the key officers, the risk management policy, and the investment policy (including the socially responsible investment policy). Finally, great emphasis was placed during the year on monitoring implementation of the DORA requirements.

Remuneration and appointments committee

The remuneration and appointments committee prepares the decisions of the Supervisory Board related to the employer role, such as the assessment and remuneration of the Supervisory Board and Executive Board. The committee is responsible for monitoring progress on the remuneration policy through evaluations and risk analyses. This committee receives an account of the training completed by the Supervisory, Executive, and Management Boards and the second echelon. In addition, the committee assesses the other positions held by members of this specific group.

The committee follows the developments of the key officers and assesses the business culture. Because of the new strategic course, the committee also made a good start on the strategic HR planning process, including discussion of a structure for succession planning for senior management and the way in which the committee will follow this topic. In addition, the committee initiated the recruitment, selection, and nomination process for the appointment of a new member of the Supervisory Board and advised on the appointment of the new group director of Insurance Services.

Corporate governance

Supervisory Board and committee meetings

The members of the Supervisory Board attended all the meetings of the Supervisory Board. The members of the various committees attended all the meetings of which they are a member.

Various Supervisory Board members individually attended one or more meetings of the Dutch works council.

General meeting and confidential committee

The general meeting convened on 11 January and 24 May in the presence of the entire Supervisory Board.
The full Supervisory Board met with the confidential committee twice, on 25 April and 12 December.

Self-evaluation

Every meeting of the Supervisory Board starts with a preliminary talk by the Supervisory Board. Meetings of the Supervisory Board are attended by the entire Executive Board. In December, the Supervisory Board performed its annual self-evaluation under the direction of the vice-chair. Based on an analysis of the results of a survey that had been completed beforehand, the Supervisory Board concluded that its performance was satisfactory.

Composition of the Supervisory Board and schedule for taking office and retirement

The Supervisory Board subscribes to the principle that the Supervisory Board must be composed in such a way that its members are able to take a critical stance and act independently of each other, the Executive Board, and any specific stakeholders. The Supervisory Board aims for a well-balanced and diverse composition.

Mrs Caderius van Veen stepped down from the Supervisory Board on 31 January 2026, as her final term had come to an end. She was the chair of the audit committee. Mr De Méris took over this role as from January 2026. In January 2026, Mrs Alma was appointed for a first term of four years. During the general meeting in May, Mr Leenaars was reappointed for a final term of two years, and Mr Van Bree was reappointed for a second term of four years.

The Supervisory Board consisted of two women and four men in 2025, meeting the diversity standard of at least 30 per cent for both women and men. The Supervisory Board feels that, with its current composition, it can guarantee a sufficient level of knowledge, experience, and competence.

Continuing learning

During the meetings in March and June, the Supervisory Board went, in light of the new strategic course, into greater depth on a world that is changing faster than ever and the challenges that the organisation will face as a result. This involved discussing the developments in the market for funeral services and insurance products and the main consumer trends based on an in-depth analysis. In October, the Supervisory Board looked in depth at the main technological developments, such as the cloud, data analytics, artificial intelligence (AI), and the new rules in this area that applied in 2025 with the introduction of the European AI Regulation. In addition, individual members of the Supervisory Board increased their knowledge of topics such as AI, cybersecurity, CSRD, and ESG by attending external lectures and workshops.

Proposal to the general meeting

In accordance with the Articles of Association of DELA Coöperatie U.A., the Supervisory Board has discussed the report and financial statements and approved the financial statements of DELA Coöperatie U.A. and the accompanying information.
The Supervisory Board discussed the report and financial statements with the Executive Board, the internal auditor, and PricewaterhouseCoopers Accountants N.V. (the independent external auditor) and reviewed the unqualified independent auditor's report on the 2025 financial statements of DELA Coöperatie U.A.

The Supervisory Board recommends that the general meeting adopt the financial statements for 2025 of DELA Coöperatie U.A. and release the members of the Executive Board from liability in respect of the policy carried out in the reporting year. In addition, we recommend that the general meeting release the Supervisory Board from liability in respect of the supervision exercised.

In conclusion

The Supervisory Board would like to thank all members, policyholders, and bereaved families for their trust. We also thank Mrs Caderius van Veen, who stepped down from the Supervisory Board, for her dedication during the past twelve years. In addition, the Supervisory Board expresses it appreciation to all employees and the works council for their great work, flexibility, and commitment in the past year and is confident that, together, we will make a success of the strategic course we have set out for 2026-2030.

Eindhoven, 21 April 2026

Coöperatie DELA

The Supervisory Board
John van der Steen, chair
Hans Leenaars, vice-chair
Frits van Bree, secretary
Maurine Alma
Georgette Fijneman
Georges de Méris