NN N : Power of attorney 2022 AGM

POWER OF ATTORNEY

for the hybrid annual general meeting of NN Group N.V. ('Company'), to be held on 19 May 2022, 10:00 CET ('AGM').

The undersigned:

shareholder natural person:

first name(s): __________________________________________________________________________ surname:_____________________________________________________________________________ address: ______________________________________________________________________________ postal code and town: __________________________________________________________________ country: _____________________________________________________________________________ ,

or

legal person shareholder:

name: ______________________________________________________________________________ statutory seat: _______________________________________________________________________ office address: _______________________________________________________________________ postal code and town: __________________________________________________________________ country: _____________________________________________________________________________ ,

('Shareholder'), on the record date (21 April 2022) holder of ______________ (number) ordinary shares in the share capital of the Company ('Shares'),

declares:

to grant a power of attorney to Ms M.A.J. Cremers, civil-law notary in Amsterdam, the Netherlands, and/or her deputy ('Representative'), to cast votes on the Shares in accordance with the voting instructions set out below1:

Agenda item	in favour	against	abstain
1.	Opening	n.a.	n.a.	n.a.
2.	2021 Annual Report	n.a.	n.a.	n.a.
3.	Proposal to give a positive advice on the 2021 Remuneration Report
4.A.	Proposal to adopt the annual accounts for the financial year 2021
4.B.	Explanation of the dividend policy	n.a.	n.a.	n.a.
4.C.	Proposal to pay out dividend
5.A.	Proposal to release the members of the Executive Board from liability for their respective duties performed during the financial year 2021
5.B.	Proposal to release the members of the Supervisory Board from liability for their respective duties performed during the financial year 2021
6.A.	Notice of the intended appointment of Annemiek van Melick as member of the Executive Board
6.B.	Notice of the intended reappointment of Delfin Rueda as member of the Executive Board
7.A.	Proposal to reappoint David Cole as member of the Supervisory Board
7.B.	Proposal to reappoint Hans Schoen as member of the Supervisory Board
7.C.	Proposal to appoint Pauline van der Meer Mohr as member of the Supervisory Board
8.	Proposal to reappoint KPMG Accountants N.V. as external auditor of the Company
9.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
9.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 9.A.(i)

1 If you do not give voting instructions, your proxy shall be deemed to include a voting instruction in favour of all proposals made by the

Executive Board and/or the Supervisory Board. Ms M.A.J. Cremers, civil-law notary in Amsterdam, the Netherlands, or her deputy, will vote against a proposal if such a proposal is not made and/or supported by the Executive Board and/or the Supervisory Board.

9.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
10.	Proposal to authorise the Executive Board to acquire ordinary shares in the Company's share capital
11.	Proposal to reduce the issued share capital by cancellation of ordinary shares held by the Company
12.	Any other business and closing	n.a.	n.a.	n.a.

and declares:

to indemnify and to hold harmless the Representative against any claims, actions or proceedings made against the Representative and against any damages, costs and expenses that the Representative might incur in connection with this power of attorney and to agree that the Representative undertakes any action that the Shareholder could or would be entitled to undertake if he/she were attending the AGM himself/herself.

The Representative has the right of substitution.

This power of attorney is governed by Dutch law.

Disputes, if any, with respect to this power of attorney shall be exclusively submitted to the competent Court in Amsterdam.

signature: ____________________________________________________________________________

name: _______________________________________________________________________________

place: _______________________________________________________________________________

date: ________________________________________________________________________________.

Please attach copy of passport or identity card. In case of a legal person shareholder, please also include proof of representative authority.

This power of attorney must be received completed and signed by ABN AMRO Bank N.V. ('ABN AMRO'), Corporate Broking, Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands, or via [e-mail] later than 12 May 2022, 17:00 CET.

Furthermore, the intermediary in whose administration the Shareholder is registered as holder of shares of the Company ('Intermediary') must provide ABN AMRO no later than 13 May 2022, 13:00 CET viawww.abnamro.com/intermediarywith a statement including the number of shares in the share capital of the Company registered by the Intermediary in the name of the Shareholder on the record date (21 April 2022) after the processing of all settlements per this date.