NN N : Draft AGM Minutes 2023

Draft minutes annual general meeting

NN Group N.V.

2 June 2023

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Agenda

1.	Opening		4
2.	2022 Annual Report	5
3.	Proposal to give a positive advice on the 2022 Renumeration Report	16
4.	2022 annual accounts	18
	A. Proposal to adopt the annual accounts for the financial year 2022	18
	B. Explanation of the dividend policy	20
	C. Proposal to pay out dividend	20
5.	Release from liability	21
	A. Proposal to release the members of the Executive Board from liability for their respective duties	21
	performed during the financial year 2022
	B. Proposal to release the members of the Supervisory Board from liability for their respective	21
	duties performed during the financial year 2022
6.	Notice of the intent reappointment of David Knibbe as member of the Executive Board	22
7.	Proposal to amend the level of the fixed annual fee for the members of the Supervisory Board	23
8.	Authority to issue shares and to grant rights to subscribe for shares	24
	A. (i)	Proposal to designate the Executive Board as the competent body to resolve to issue	24
		ordinary shares and to grant rights to subscribe for ordinary shares

1. 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 8.A.(i)
	B. Proposal to designate the Executive Board as the competent body to resolve to issue ordinary	24
	shares and to grant rights to subscribe for ordinary shares by way of a rights issue
9.	Proposal to authorise the Executive Board to acquire ordinary shares in the	24
	Company's share capital
10.	Proposal to reduce the issued share capital by cancellation of ordinary shares	25
	held by the Company
11.	Any other business and closing	26

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Agenda item 1 Opening

Mr David Cole, Chair of the Supervisory Board of NN Group N.V. (also referred to as the 'Company'), acts as Chair of the meeting.

The Chair welcomes the shareholders to the annual general meeting (AGM) of NN Group, which is a hybrid event being broadcast from NN's office in The Hague.

The Chair introduces the members of the Management Board and Supervisory Board who are present on the podium: Ms Hélène Vletter-van Dort, Vice-Chair of the Supervisory Board and Chair of the Supervisory Board's Remuneration Committee; Mr David Knibbe, CEO of NN Group; and Ms Annemiek van Melick, CFO of NN Group. The Chair also introduces Ms Janet Stuijt, Company Secretary and member of the Management Board as General Counsel.

The Chair introduces two other guests: Mr Dick Korf, external auditor representing KPMG; and Ms Manon Cremers, civil-law notary at Stibbe, whose role is to cast all votes on the basis of the electronic proxies with voting instructions granted to her.

The Chair also extends a special welcome to the representatives of NN Group's Central Works Council: Mr Henk Boonstra, Chair of the Central Works Council, along with Mr Derrick Stomp and Ms Anne Hesselman.

The Chair states that the meeting will be conducted in English. Dutch headsets are available, and the webcast will be available in both English and Dutch, so participants can listen to the meeting in their preferred language.

The Chair confirms that the shareholders have been convened in accordance with the applicable law and the Company's articles of association. The General Meeting is thus able to validly adopt resolutions. No shareholders have submitted proposals to be included on the agenda.

At the record date, 5 May 2023, the issued share capital consisted of 295 million ordinary shares. At that date, 18,477,761 ordinary shares were held by the Company itself, so no votes can be cast on these shares. Altogether, 276,522,239 votes are eligible for casting. The present and represented share capital will be announced prior to the first voting item.

The entire meeting will be recorded, in order to be able to draw up the minutes to the meeting.

The Chair elaborates on the procedure and order of the meeting: shareholders were given the opportunity to submit questions on agenda items in advance of the meeting, but no such questions were received. All shareholders present may also ask questions during the meeting by making their way to one of the microphones. Shareholders with questions are asked to first state their name and the organisation they represent - if any - so these can be included in the meeting minutes.

Some of the voting items will be briefly summarised; an extensive explanation of these items is included in the convocation letter. The proposals that will be put to a vote regard the full proposals, as included in the convocation letter. Votes may be cast at any time during the meeting, until the end of the last voting item on the agenda - item

10. Voting results will only be shown at the end of the meeting.

For reasons of efficiency, some agenda items have been combined. After an initial explanation of each of the agenda items, shareholders can ask questions on any of those agenda items.

For shareholders who have registered to attend virtually and vote during this meeting, a 'Hybrid General Meetings Manual and Frequently Asked Questions' document is published on NN's website. Shareholders who are present in person and who have received a mobile voting device are requested to keep this device with them at all times and only hand it in upon departure. Instructions for the use of the mobile voting device or voting on a personal device are included in the presentation.

Shareholders are asked not to take photos, video recordings and audio recordings during this meeting, and to put their phone on silent mode.

The Chair closes agenda item 1 and moves to agenda item 2.

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Agenda item 2

2022 Annual Report

The Chair refers to the 2022 annual report and hands the floor to Mr David Knibbe, CEO of NN Group, to look back on the 2022 financial year, including the financial and non-financial results, the progress made on the Company's strategy, and its plans to address climate change. The adoption of the annual accounts for the 2022 financial year will be addressed specifically as a voting item in item 4.A.

This speech is a transcript from the meeting, with the original audio version prevailing.

Mr Knibbe: 'Good morning everyone and welcome and thank you for being here, either in person or virtually. It is good to see you all here and I am pleased to share with you the achievements of NN in 2022, as well as to say some words on our future plans.

'Last year, we were able again to demonstrate strong results and we made significant progress on the execution of our strategy, despite the volatile economic and geopolitical environment. After the Covid-19 pandemic came to an end, the world was confronted with a series of developments, such as the war in the Ukraine, supply chain disruptions and high inflation. And earlier this year, the devastating earthquakes in Turkey and Syria. This has all impacted many people's lives.

It also had an effect on the economic outlook for the coming years and the prosperity of our customers, our employees and societies at large. This creates a dynamic and complex environment which requires adaptation.

'Recent years have shown that NN is able to deal with high levels of uncertainty. Our business model is relatively resistant to volatility, and inflation risk is limited and hedged to a large extent. We have developed a diversified risk profile for our investments in insurance activities. Furthermore, our strategy remains well aligned with long-term market trends, creating opportunities for growth. And this enables us to stay fully committed to supporting our customers and other stakeholders in navigating the change and uncertainty that they might face.

'Now, let's look at our performance in 2022. Our purpose is to help people care for what matters most to them. And it is our ambition to become an industry leader known for customer engagement, talented people

and our role in society. Over the past years, we have continued to make progress towards this long-term ambition.

'On customers, we maintained our solid Net Promoter Score (NPS). In 8 out of 11 Dutch and international businesses, we scored on or above market average. We are constantly looking for ways to better serve our customers during the most important moments in life

• for example, when planning for retirement or when buying a home.

'On our people, especially in today's very competitive labour market, we are pleased with the high level of engagement of our colleagues, as reflected by an increased score of 7.9. And for the first time, the number of women in senior management positions has reached 40%.

'When it comes to our society and environmental targets, we also took important steps. For example, we committed to the net-zero targets in our first climate action plan, on which I will elaborate later. In addition, we started the NN Social Innovation Fund. With an initial EUR 5 million of investment, the fund is aimed at supporting early-stage social enterprises focused on increasing financial, physical and mental well-being.

'On our commercial and financial performance, we continued to deliver solid results in 2022 based on our strong market position, our diverse business footprint and the robust balance sheet. Operating capital generation (OCG), which is our main financial performance metric, increased by 8% in 2022 compared with 2021, to more than EUR 1.7 billion - also exceeding our 2023 target of EUR 1.5 billion. This was driven by a strong business performance and supported by higher interest rates.

'We have seen that uncertainties such as the pandemic or inflation have heightened customers' awareness of risk and vulnerability, leading to a greater demand for long-term health and protection products, particularly in markets with low insurance rates. The high level

of inflation is affecting people's disposable income, resulting in short-term pressure on sales. Nevertheless, we are confident that the structural demand for the protection products in Europe will continue to result in sales growth over time.

'Our balance sheet remains strong with a Solvency II ratio of 197% at year-end 2022. This gives us ample financial flexibility and also allows us to continue delivering attractive capital returns to shareholders. We have proposed a final dividend of EUR 1.79 per ordinary share, bringing the total 2022 dividend to EUR 2.79.

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