NN N : Power of attorney

POWER OF ATTORNEY

for the annual general meeting of NN Group N.V. ('Company'), to be held virtually at 20 May 2021, 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 (22 April 2021) 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.	2020 Annual Report	n.a.	n.a.	n.a.
3.	Proposal to give a positive advice on the 2020
	Remuneration Report
4.A.	Proposal to adopt the annual accounts for the
	financial year 2020
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 2020
5.B.	Proposal to release the members of the Supervisory
	Board from liability for their respective duties
	performed during the financial year 2020
6.A.	Proposal to appoint Cecilia Reyes as member of the
	Supervisory Board
6.B.	Proposal to appoint Rob Lelieveld as member of the
	Supervisory Board
6.C.	Proposal to appoint Inga Beale as member of the
	Supervisory Board
7.	Proposal to approve an increase of variable
	remuneration caps in special circumstances
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
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)
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

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.	Proposal to authorise the Executive Board to
	acquire ordinary shares in the Company's share
	capital
10.	Proposal to reduce the issued share capital by
	cancellation of ordinary shares held by the
	Company
11.	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 email [e-mail] no later than 13 May 2021, 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 14 May 2021, 11:00 CET via www.abnamro.com/intermediary with 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 (22 April 2021) after the processing of all settlements per this date.