5. Frequency of meetings of the Board of Directors and its Committees

The Chair convenes meetings of the Board of Directors as often as the Group’s business requires, but at least four times a year, and whenever a member of the Board or the CEO requests a meeting of the Board indicating the reasons for such meeting in writing.

The Board of Directors usually convenes four full-day ordinary meetings as well as an annual two day joint strategy meeting with the Group Executive Board. The task at these meetings is to analyze the positioning of the Group in the light of the current macroeconomic and competitive environment, and to review and, if necessary, redefine the strategic orientation.

In the period under review, the Board held seven ordinary meetings, of which (i) six were in-person meetings, including one strategy meeting lasting two full days, and (ii) one was a virtual meeting. In addition, the Board held four extraordinary virtual meetings. All Board members participated in all Board meetings except one Board member missing one Board meeting, resulting in an attendance rate of 99.06% in the period under review. Furthermore, the Board held one mandatory regulatory compliance training session. Attendance at the Board meetings in 2024 can be summarized as follows:

Meetings of the Board of Directors, January 1, 2024 to December 31, 2024

For the period under review, the Compensation Committee held five ordinary meetings with an average duration of approximately three hours, of which three were in-person meetings and two were virtual meetings. Furthermore, the Compensation Committee held two extraordinary virtual meetings with an average duration of approximately one hour. All Compensation Committee members participated in all meetings, except one Compensation Committee member missing one Compensation Committee meeting, resulting in an attendance rate of 95.65%.

Meetings of the Compensation Committee, January 1, 2024 to December 31, 2024

The Nomination and Governance Committee held three ordinary meetings with an average duration of approximately three hours, all of which were in-person meetings. Furthermore, the Nomination and Governance Committee held 19 extraordinary meetings with an average duration of approximately one hour, all of which were virtual meetings. The Nomination and Governance Committee meetings had an attendance rate of 98.86%.

Meetings of the Nomination and Governance Committee, January 1, 2024 to December 31, 2024

Meetings of the Nomination and Governance Committee, January 1, 2024 to December 31, 2024 – continued

The Audit and Risk Committee held five ordinary meetings with an average duration of approximately three hours, of which three were in-person meetings and two were virtual meetings. Furthermore, the Audit and Risk Committee held one extraordinary virtual meeting with a duration of approximately three hours. All Audit and Risk Committee members participated in all meetings, resulting in an attendance rate of 100%. The five ordinary meetings of the Audit and Risk Committee were partially attended by the external auditors.

Meetings of the Audit and Risk Committee, January 1, 2024 to December 31, 2024

The Technology and Innovation Committee held two ordinary meetings with an average duration of approximately four hours, both of which were in-person meetings. The Technology and Innovation Committee held no extraordinary meetings. All Technology and Innovation Committee members participated in all meetings, resulting in an attendance rate of 100%.

Meetings of the Technology and Innovation Committee, January 1, 2024 to December 31, 2024

With the exception of certain directors-only sessions, the Board meetings were usually attended by the CEO and other members of the Group Executive Board and other representatives of senior management. Some meetings of the Board of Directors were partially attended by external advisers. Meetings of the Audit and Risk Committee were attended by the CEO, the CFO and the Group General Counsel & Chief Compliance Officer. Meetings of the Compensation Committee were regularly attended by an external adviser to the Compensation Committee, the CEO, the Chief People & Culture Officer, the Group’s Global Compensation and Benefits Manager and the Company Secretary. The Nomination and Governance Committee meetings were regularly attended by the CEO and by the Company Secretary. Meetings of the Technology and Innovation Committee were attended by the CEO, the CTO and other representatives of senior management.