NN N : Convocation for the AGM including the agenda, an explanation of the agenda items and instructions for attending the meeting virtually, voting and questions

Annual general meeting

1. Group N.V. 2021

20 May 2021

Dear shareholder,

The annual general meeting of NN Group N.V. will take place on 20 May 2021, at 10.00 CET.

In view of the Covid-19 pandemic, the health risks still present, and based on the guidelines of the Dutch authorities, the annual general meeting of NN Group N.V. will be held virtually in accordance with the Temporary Act Covid-19 Justice and Security (Tijdelijke Wet Covid-19 Justitie en Veiligheid). This means that shareholders will not be able to physically attend the meeting.

You will however, be able to follow the meeting via a live webcast in both Dutch and English on the Company's website.

As a shareholder, you will also be able to virtually attend and vote during the meeting or 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 virtually attend and vote during the meeting, you can also ask questions during the meeting.

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

Our company values the dialogue with its shareholders and regrets the fact that physical attendance at our annual general meeting is again not possible this year. However, these remain exceptional times that require special measures to protect the health and safety of everyone. For now, we would like to thank you for your understanding and flexibility.

David Knibbe and David Cole

on behalf of the Executive Board and Supervisory Board of NN Group N.V. The Hague, 7 April 2021

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Agenda

1. Opening

2.	2020 Annual Report	discussion item
3.	Proposal to give a positive advice on the 2020 Remuneration Report	voting item
4.	2020 annual accounts
	A.	Proposal to adopt the annual accounts for the financial year 2020	voting item
	B.	Explanation of the dividend policy	discussion item
	C.	Proposal to pay out dividend	voting item
5.	Release from liability
	A.	Proposal to release the members of the Executive Board from liability	voting item
		for their respective duties performed during the financial year 2020
	B.	Proposal to release the members of the Supervisory Board from liability	voting item
		for their respective duties performed during the financial year 2020
6.	Composition of the Supervisory Board
	A.	Proposal to appoint Cecilia Reyes as member of the Supervisory Board	voting item
	B.	Proposal to appoint Rob Lelieveld as member of the Supervisory Board	voting item
	C.	Proposal to appoint Inga Beale as member of the Supervisory Board	voting item
7.	Proposal to approve an increase of variable remuneration caps in	voting item
	special circumstances
8.	Authority to issue shares and to grant rights to subscribe for shares
	A.	(i) Proposal to designate the Executive Board as the competent body	voting item
		to resolve to issue ordinary shares and to grant rights to subscribe
		for ordinary shares
		(ii) Proposal to designate the Executive Board as the competent body	voting item
		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	voting item
		resolve to issue ordinary 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	voting item
	Company's share capital
10.	Proposal to reduce the issued share capital by cancellation of ordinary shares	voting item
	held by the Company
11.	Any other business and closing

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Explanation of the agenda items

1. 2020 Annual Report (discussion item)
   Explanation of the 2020 Annual Report of NN Group N.V. ('Company'), including the 2020 Annual Review and the 2020 Financial Report.
2. Proposal to give a positive advice on the 2020 Remuneration Report (voting item)
   It is proposed to give a positive advice on the 2020 Remuneration Report. See pages 33 through 42 of the 2020 Financial Report.
3. 2020 annual accounts

1. Proposal to adopt the annual accounts for the financial year 2020 (voting item)
   It is proposed to adopt the annual accounts of the Company for the financial year 2020. See pages 45 through 186 of the 2020 Financial Report.
2. Explanation of the dividend policy (discussion item) Explanation of the dividend policy of the Company. This policy can be found on the Company'swebsite.
3. 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 1.47 per ordinary share, or approximately EUR 456 million in total. The resolution to pay out dividend will be subject to the condition hereinafter described. On 2 September 2020, the Company paid an interim dividend of EUR 2.26 per ordinary share. This amount comprised (i) EUR 1.40 per ordinary share, equal to the amount of the 2019 final dividend that was suspended in April 2020 plus (ii) EUR 0.86 per ordinary share, equal to the regular 2020 interim dividend calculated in accordance with the Company's dividend policy.
   The proposed 2020 final dividend of EUR 1.47 per ordinary share plus the regular 2020 interim dividend of EUR 0.86 per ordinary share gives a pro forma total dividend for 2020 of EUR 2.33 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 preemptive 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 24 May 2021. The record date for the dividend will be 25 May 2021. The election period, during which shareholders may choose between dividend in cash or dividend in ordinary shares, will run from 26 May 2021 up to and including 9 June 2021. 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

3 June 2021 up to and including 9 June 2021. The dividend will become payable on 16 June 2021.

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

1. Proposal to release the members of the Executive Board from liability for their respective duties performed during the financial year 2020 (voting item) It is proposed to release the members of the Executive Board from liability for their respective duties performed during the financial year 2020, insofar the exercise of those duties is reflected in the 2020 annual accounts or otherwise disclosed prior to taking this resolution.
2. Proposal to release the members of the Supervisory Board from liability for their respective duties performed during the financial year 2020 (voting item) It is proposed to release the current and former members of the Supervisory Board from liability for their respective duties performed during the financial year 2020, insofar the exercise of those duties is reflected in the 2020 annual accounts or otherwise disclosed prior to taking this resolution.

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6. Composition of the Supervisory Board

As announced on 10 February 2021 and 2 April 2021, the Supervisory Board has nominated Cecilia Reyes,

Rob Lelieveld and Inga Beale for appointment as members of the Supervisory Board, to further strengthen the composition of the Board with their specific expertise and experience. In light of this, the Supervisory Board announces an increase of the number of members of the Supervisory Board to nine.

The Central Works Council of the Company ('Central Works Council') has made use of its enhanced recommendation right and has asked the Supervisory Board to nominate Rob Lelieveld as the person recommended by the Central Works Council. The Central Works Council has informed the Supervisory Board that it does not have recommendations for the other nominations and that it supports the appointment of Cecilia Reyes and Inga Beale.

1. Proposal to appoint Cecilia Reyes as member of the Supervisory Board (voting item)
   The Supervisory Board has nominated Cecilia Reyes for appointment as member of the Supervisory Board for a term of four years, which appointment shall become effective as from the close of the annual general meeting to be held on 20 May 2021. If appointed, the term of appointment of Cecilia Reyes will end at the close of the annual general meeting in 2025.
   Cecilia Reyes was born on 3 February 1959 and has Filipino and Swiss nationality.
   Cecilia Reyes is former Group Chief Risk Officer, Chief Investment Officer and a member of the Executive Committee at Zurich Insurance Group Ltd. Cecilia Reyes is a non-executive director and member of the Risk and Capital Committee and the Remuneration Committee at Standard Life Aberdeen plc.
   The number of directorships held by Cecilia Reyes meets the requirements of Dutch law.
   Cecilia Reyes has been nominated on the basis of her long-time experience in international insurance and financial markets, her solid knowledge and experience on investment management and risk management, as well as her experience as an executive and non- executive director. Her nomination for appointment is in accordance with the profile of the Supervisory Board. This profile is available on the Company's website.
   Cecilia Reyes is independent within the meaning of the Dutch Corporate Governance Code ('Code'). Cecilia Reyes does not hold shares in the share capital of the Company.

The proposed appointment of Cecilia Reyes has been approved by the Dutch Central Bank.

This nomination is subject to the condition that the General Meeting will not recommend any other person for nomination.

1. Proposal to appoint Rob Lelieveld as member of the Supervisory Board (voting item)
   The Supervisory Board has nominated Rob Lelieveld for appointment as member of the Supervisory Board for a term of four years, which appointment shall become effective as of 1 September 2021. If appointed, the term of appointment of Rob Lelieveld will end at the close of the annual general meeting in 2025.
   Rob Lelieveld was born on 29 September 1962 and has Dutch nationality.
   Rob Lelieveld is EY Netherlands Managing Partner Assurance and member of the board of directors of EY Netherlands. He is also a member of the supervisory board of Mauritshuis.
   The number of directorships held by Rob Lelieveld meets the requirements of Dutch law.
   Rob Lelieveld has been nominated on the basis of his extensive knowledge and experience in the audit and insurance industry, his profound understanding of the regulatory framework and corporate governance, as well as his experience as a board member. His nomination for appointment is in accordance with the profile of the Supervisory Board. This profile is available on the Company's website.
   Rob Lelieveld is independent within the meaning of the Code. Rob Lelieveld does not hold shares in the share capital of the Company.
   The proposed appointment of Rob Lelieveld has been approved by the Dutch Central Bank.
   This nomination is subject to the condition that the General Meeting will not recommend any other person for nomination.

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