Minutes AGM 2021

Minutes annual general meeting

NN Group N.V.

20 May 2021

2

Agenda

1	Opening	4
2	2020 Annual Report	5
3	Proposal to give a positive advice on the 2020 Remuneration Report	14
4.A	Proposal to adopt the annual accounts for the financial year 2020	16
4.B	Explanation of the dividend policy	20
4.C	Proposal to pay out dividend	21
5.A	Proposal to release the members of the Executive Board from
	liability for their respective duties performed during the financial year 2020	22
5.B	Proposal to release the members of the Supervisory Board from liability for
	their respective duties performed during the financial year 2020	23
6.A	Proposal to appoint Cecilia Reyes as member of the Supervisory Board	24
6.B	Proposal to appoint Rob Lelieveld as member of the Supervisory Board	25
6.C	Proposal to appoint Inga Beale as member of the Supervisory Board	26

7 Proposal to approve an increase of the variable remuneration caps in

	special circumstances	27
8.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	28
8.A. (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 8.A. (i)	29
8.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	30

9 Proposal to authorise the Executive Board to acquire ordinary shares in the Company's

share capital

31

10 Proposal to reduce the issued share capital by cancellation of ordinary shares held by

	the company	32
11	Any other business and closing	33

3

Agenda item 1 Opening

Mr David Cole, Chair of the Supervisory Board of

NN Group N.V. ('Company'), acts as Chair of the meeting.

The Chair opens the meeting, welcomes all online guests to the annual general meeting of NN Group and explains the setting of this meeting. Due to measures in place for Covid-19 and based on the Temporary Act Covid-19 Justice and Security (Tijdelijke Wet Covid-19 Justitie en Veiligheid), the annual general meeting takes place digitally - via a video connection. This year it is also possible to vote electronically during the meeting and to ask questions via a live video or audio connection.

The Chair introduces the members of the Management Board and Supervisory Board who are physically present: 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

Mr Delfin Rueda, CFO of NN Group.

Ms Janet Stuijt, Company Secretary and member of the Management Board as General Counsel, participates in this meeting via video connection. The other members of the Supervisory Board and Management Board are following the meeting via the webcast.

The Chair introduces two other guests, namely: Mr Peti de Wit, representing the Company's external auditor KPMG, who is participating in the meeting via video connection, and civil-law notary Ms Manon Cremers of Stibbe, who is also joining the meeting online. In addition the Chair also introduces Ms Cecilia Reyes, Mr Rob Lelieveld and Ms Inga Beale, who have all been nominated for appointment as Supervisory Board members and who are participating in this meeting via a video connection.

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

The Chair confirms that the shareholders have been convened in accordance with applicable legislation and

1. Group'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, 22 April 2021, the issued share capital consisted of 330,278,210 ordinary shares. 21,123,602 ordinary shares were held by NN Group NV, therefore no votes can be cast on these shares. Altogether, 309,154,608 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, as it is necessary for the purpose of drawing up the minutes.

The Chair provides a general outline on the procedure and order of the meeting. The Chair explains that shareholders have been given the opportunity to submit questions on agenda items in advance of the meeting. The questions received will be answered during this meeting and the answers will be available on the Company's website via the webcast which will continue to be available for replay. The answers will also be included in the minutes of the meeting. Those shareholders who have registered to virtually attend and vote during this meeting may also ask questions during this meeting.

Some voting items will be briefly summarised, referring to the detailed explanation of these items included in the convocation notice. The proposals that will be put to a vote regard the full proposals as included in the convocation notice.

Shareholders who have registered to virtually attend and vote during this meeting can cast votes at any time during the meeting. The voting has been opened at the start of the meeting and shareholders are able to continue voting until the end of agenda item 10. Voting results will be shown at the very end of the meeting after the close of agenda item 11.

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

4

Agenda item 2

2020 Annual Report

The Chair addresses the Annual Report for the financial year 2020 and refers to the 2020 Annual Review (part 1 of the 2020 Annual Report) and the 2020 Financial Report (part 2 of the 2020 Annual Report), pages 1 through 32 and page 44. The Chair then gives the floor to David Knibbe to comment on the Annual Report.

Mr Knibbe starts his presentation by welcoming the participants. He indicates that Covid-19 has had a transformative impact on technology and the pace of change. An example of this is the fact that participants were given the option to vote live during this meeting.

Mr Knibbe proceeds by providing an overview of the agenda of his presentation. He will first reflect on how

1. Group navigated this extraordinary year and how the company has performed. Secondly, he will speak about the new strategy, NN's role in society and how NN Group aims to create value for its stakeholders as well as the priorities for the coming years.

Mr Knibbe describes how Covid-19 is still impacting people and their livelihoods all over the world. The virus has changed the way we live, work, travel, communicate, consume and interact. NN also had to adapt to the new situation overnight. Working from home became the new normal. Replacing daily commutes, moving meetings online and offering flexible working hours. According to

Mr Knibbe NN employees embraced this new way of working, which allowed them to continue servicing their customers. Amidst the pandemic, customer satisfaction remained broadly stable with four of the businesses scoring an above average market in Net Promotor Score. Mr Knibbe states that he was impressed by the resilience that people showed and how they continued to support each other, their customers and their communities. As an example Mr Knibbe indicated that in several countries NN introduced digital sales and clients signature processes, enabling the sales force to remotely serve customers. Sales processes moved almost entirely online. In these changed conditions NN Group's financial and commercial performance in 2020 remained strong. The impact of Covid-19 on the operating result was relatively limited at EUR 53 million on a total operating result of EUR 1.9 billion.

Next, Mr Knibbe shares some highlights. In the Netherlands, the life and pension business posted strong results. Commercially, the company maintained its defined contribution market share of around 40%. In the Dutch Non-life business, NN showed again a strong combined ratio of 95.3%. An increase in the disability claims was offset by favourable claims development in Property & Casualty and NN completed the acquisition of VIVAT Non-life, making the company the leading player in the Dutch Non-life insurance market. NN Investment Partners (NN IP) saw its total assets under management increase to

EUR 300 billion with a net inflow of third-party assets of more than EUR 13 billion. NN Bank, which is the fifth retail bank in The Netherlands, continued to show growth and originated new mortgages for a total amount of more than EUR 8 billion. Most of these mortgages are transferred to the investment portfolios of NN's insurance companies.

While new sales in Europe and Japan were hit by the pandemic lockdown in the first half of 2020, NN saw sales rebound in the second half of the year. It reflected how well its brokers and agents in particular have adapted to the new digital ways of reaching customers.

NN's operating capital generation was impacted by the exceptional market circumstances and low interest rates as well as the suspension of bank dividends. On the other hand, the accelerated shift to higher yielding assets provided some offset in the form of higher investment margin. Total OCG for 2020 came to almost EUR 1 billion and the company is on track to reach its 2023 target.

Mr Knibbe indicates that during the year, further expense savings were realised across the company, allowing to achieve NN's cost savings target of EUR 400 million. The Solvency II ratio remained strong at 210%, which according to Mr Knibbe allows for resilient capital returns in line with the commitments NN made in its dividend policy. He concludes this part by saying that the 2020 results show that NN is in a strong position. He continues by sharing some examples of the services that NN provides to its approximately 18 million customers. The company provides travel insurance, helps young professionals looking to buy their first home and supports pensioners looking for a carefree retirement. According to Mr Knibbe the fact that

1. can make a difference in the lives of its customers gives the company a solid foundation for the future.

Next, Mr Knibbe describes how the world is changing rapidly with customers demanding a seamless digital experience and more sustainable products. He indicates that new competitors are entering and disrupting the market and that in the meantime, the industry continues to face the challenge of the low interest rate environment while climate change is affecting the living environment. Mr Knibbe explains that against this background, the company presented its new strategy at the Capital Markets Day in June 2020, after talking to and getting feedback from many different stakeholder groups.

Mr Knibbe explains the NN purpose, as the reason why NN exists. This purpose is: to 'help people care for what matters most to them' and NN does so guided by its values care, clear, commit and by its brand promise You matter.

5