Dear shareholder,

The annual general meeting of NN Group N.V. will take place on 19 May 2022, 10.00 CET, at the NH Hotel The Hague,

Prinses Margrietplantsoen 100, The Hague, the Netherlands.

As a shareholder, you can attend and vote during the meeting in person or virtually, or you can exercise your voting rights by providing an electronic proxy with voting instructions in advance.

Should you wish to ask questions on any agenda item, these can be submitted in advance. If you have registered to attend and vote during the meeting in person or virtually, you can also ask questions during the meeting.

For further information and instructions please refer to 'General information' on page 10 and 11.

The meeting will be broadcast via a live webcast in both Dutch and English on the Company's website and a replay will be available after the meeting.

We value the dialogue with our shareholders and are pleased that we are able to also welcome you in person at our annual general meeting again this year.

If, however, in the opinion of NN Group or by Dutch government instructions, the health and safety situation would require so due to the Covid-19 pandemic, we may make last minute changes to logistics or the venue, including additional requirements in relation to attendance in person.

David Knibbe and David Cole on behalf of the Executive Board and Supervisory Board of NN Group N.V. The Hague, 6 April 2022

Agenda

1.

Opening

  • 2. 2021 Annual Report

    discussion item

  • 3. Proposal to give a positive advice on the 2021 Remuneration Report

    voting item

  • 4. 2021 annual accounts

    A. Proposal to adopt the annual accounts for the financial year 2021

    • B. Explanation of the dividend policy

    • C. Proposal to pay out dividend

    voting item discussion item voting item

  • 5. Release from liability

    • A. Proposal to release the members of the Executive Board from liability for their respective duties performed during the financial year 2021

    • B. Proposal to release the members of the Supervisory Board from liability for their respective duties performed during the financial year 2021

    voting item voting item

  • 6. Composition of the Executive Board

    • A. Notice of the intended appointment of Annemiek van Melick as member of the Executive Board

    • B. Notice of the intended reappointment of Delfin Rueda as member of the Executive Board

    discussion item discussion item

  • 7. Composition of the Supervisory Board

    A. Proposal to reappoint David Cole as member of the Supervisory Board

    • B. Proposal to reappoint Hans Schoen as member of the Supervisory Board

    • C. Proposal to appoint Pauline van der Meer Mohr as member of the Supervisory Board

    voting item voting item voting item

  • 8. Proposal to reappoint KPMG Accountants N.V. as external auditor of the Company

    voting item

  • 9. Authority to issue shares and to grant rights to subscribe for shares

    • A. (i) 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

      voting item

      (ii) 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 9.A.(i)

      voting item

    • B. 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

    voting item

  • 10. Proposal to authorise the Executive Board to acquire ordinary shares in the Company's share capital

    voting item

  • 11. Proposal to reduce the issued share capital by cancellation of ordinary shares held by the Company

    voting item

  • 12. Any other business and closing

Explanation of the agenda items

  • 2. 2021 Annual Report (discussion item)

    Explanation of the 2021 Annual Report of NN Group N.V. ('Company'), including the Company's approach to climate change, its net-zero ambitions for 2050,

  • (intermediate) targets and progress made in 2021.

  • 3. Proposal to give a positive advice on the 2021 Remuneration Report (voting item)

    It is proposed to give a positive advice on the 2021

    Remuneration Report. See pages 109 through 123 of

    the 2021 Annual Report.

  • 4. 2021 annual accounts

A. Proposal to adopt the annual accounts for the financial year 2021 (voting item)

It is proposed to adopt the annual accounts of the Company for the financial year 2021. See pages 142 through 298 of the 2021 Annual Report.

  • B. Explanation of the dividend policy (discussion item)

    Explanation of the dividend policy of the Company. This policy can be found on the Company's website.

  • C. Proposal to pay out dividend (voting item)

    The Executive Board proposes, which proposal is approved by the Supervisory Board, to pay out a final dividend of EUR 1.56 per ordinary share, or approximately EUR 476 million in total. The resolution to pay out dividend will be subject to the condition hereinafter described. On 8 September 2021, the Company paid an interim dividend of EUR 0.93 per ordinary share. The proposal will therefore result in a total dividend over 2021 of EUR 2.49 per ordinary share.

    The final dividend will be paid either in cash, after deduction of withholding tax if applicable, or in ordinary shares, at the election of the shareholder. Dividends paid in the form of ordinary shares will be delivered from treasury shares or issued from the share premium reserve. To neutralise the dilutive effect of the stock dividend, the Company will repurchase ordinary shares for an amount equivalent to the stock dividend. The value of the stock dividend will be approximately equal to the cash dividend and will be calculated according to the mechanism described below. The proposal also includes the designation of the Executive Board as the competent body to resolve, with the approval of the Supervisory Board, to issue such amount of ordinary shares necessary for the payment of the stock dividend (and to exclude pre-emptive rights of existing shareholders in this respect). This designation will only be used by the Executive Board if and to the extent that treasury shares are not used for the payment of stock dividend.

If the proposed dividend is adopted by the General Meeting, the ordinary shares in the share capital of the Company will be quoted ex-dividend on 23 May 2022. The record date for the dividend will be 24 May 2022. The election period, during which shareholders may choose between dividend in cash or dividend in ordinary shares, will run from 25 May 2022 up to and including 8 June 2022. If no choice is made during the election period, the dividend will be paid in cash.

The stock fraction for the stock dividend will be based on the volume weighted average price of the ordinary shares in the share capital of the Company on Euronext Amsterdam for the five trading days from 2 June 2022 up to and including 8 June 2022. The dividend will become payable on 15 June 2022.

On the basis of Solvency II regulatory capital requirements, a dividend can only be paid out if the Company is compliant with the applicable Solvency Capital Requirement. Therefore, the resolution to pay out dividend is subject to a resolutive condition (ontbindende voorwaarde). This means that no dividend will be paid out if the Company does not meet the Group Solvency Capital Requirement within the meaning of the Solvency II regulations on the date on which the dividend will become payable.

5. Release from liability

  • A. Proposal to release the members of the Executive Board from liability for their respective duties performed during the financial year 2021 (voting item)

    It is proposed to release the members of the Executive

    Board from liability for their respective duties

    performed during the financial year 2021, insofar the

    exercise of those duties is reflected in the 2021 annual

    accounts or otherwise disclosed prior to taking this

    resolution.

  • B. Proposal to release the members of the Supervisory Board from liability for their respective duties performed during the financial year 2021 (voting item)

    It is proposed to release the members of the

    Supervisory Board from liability for their respective

    duties performed during the financial year 2021,

    insofar the exercise of those duties is reflected in the

    2021 annual accounts or otherwise disclosed prior to

    taking this resolution.

6. Composition of the Executive Board A. Notice of the intended appointment of

Annemiek van Melick as member of the Executive Board (discussion item)

As announced on 12 October 2021, the Supervisory

Board gives notice of its intention to appoint Annemiek

van Melick as member of the Executive Board and

Chief Financial Officer of the Company. Annemiek van

Melick will succeed Delfin Rueda, who will leave the

Company as of 1 July 2022.

Annemiek van Melick will be appointed for a term of

four years, which appointment will become effective

as of 1 July 2022. The term of appointment of

Annemiek van Melick will end at the close of the

annual general meeting in 2026.

As a result of this appointment, Annemiek van Melick

will also become vice-chair of the Executive Board for

the same term.

To ensure a smooth transition Annemiek van Melick will already join the Company as member of the Management Board of the Company as of 1 June 2022. With her appointment as member of the Executive Board and Chief Financial Officer as of 1 July 2022, Annemiek van Melick's membership of the Management Board continues and she also becomes vice-chair of the Management Board.

Annemiek van Melick was born on 31 March 1976 and

has Dutch nationality.

Previously Annemiek van Melick was a member of the executive board and Chief Financial Officer of ASR Nederland N.V. from February 2020 to October 2021. Prior to that she was a member of the executive board and Chief Financial Officer of de Volksbank N.V. from 2014 to 2019, Chief Financial & Risk Officer of SNS Retail Bank, a business unit of SNS REAAL N.V., from 2012 to 2014 and Director Corporate Strategy and M&A at SNS REAAL N.V. from 2008 to 2012. Annemiek van Melick was Director Investment Banking at Lehman Brothers in London and Amsterdam from 2005 to 2008 and started her career in 2001 at Goldman Sachs in London in the Financing Group.

Annemiek van Melick is member of the supervisory board and chair of the audit committee of Royal Swinkels Family Brewers Holding N.V.

The number of directorships held by Annemiek van Melick meets the requirements of Dutch law.

The Supervisory Board intends to appoint Annemiek van Melick because of her extensive experience in the financial services industry and her in-depth knowledge of insurance, banking and asset management, as wellas her experience as executive board member and chief financial officer.

The intended appointment of Annemiek van Melick is in accordance with the profile of the Executive Board and Management Board of the Company as available on the Company's website.

The intended appointment of Annemiek van Melick has been approved by the Dutch Central Bank.

The central works council of the Company ('Central Works Council') has informed the Supervisory Board that it supports the intended appointment of Annemiek van Melick.

The main elements of the assignment contract of Annemiek van Melick with the Company are available on the Company's website.

B. Notice of the intended reappointment of Delfin Rueda as member of the Executive Board (discussion item)

The term of appointment of Delfin Rueda as member of the Executive Board ends at the close of the annual general meeting to be held on 19 May 2022. The Supervisory Board gives notice of its intention to reappoint Delfin Rueda as member of the Executive Board as from the close of the annual general meeting to be held on 19 May 2022 up to 1 July 2022.

The Supervisory Board also has the intention to designate Delfin Rueda again as Chief Financial Officer of the Company and as a result as vice-chair of the Executive Board for the same term. With the reappointment of Delfin Rueda his membership and position of vice-chair of the Management Board of the Company also continue for the same term.

The Supervisory Board intends to reappoint

Delfin Rueda because of his international experience in the financial industry, especially in the insurance sector, his professionalism and extensive knowledge, his leadership profile and experience as an executive board member. His intended reappointment serves continuity and ensures a smooth transition given Annemiek van Melick's intended appointment as of 1 July 2022 as referred to under agenda item 6.A.

Delfin Rueda was born on 8 April 1964 and has

Spanish nationality.

The intended reappointment of Delfin Rueda is in

accordance with the profile of the Executive Board

and Management Board of the Company as available

on the Company's website.

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NN Group NV published this content on 06 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 April 2022 06:11:00 UTC.