NN N : Minutes AGM 2022

Draft minutes annual general meeting

19 May 2022

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Agenda

1.	Opening	4
2.	2021 Annual Report	5
3.	Proposal to give a positive advice on the 2021 Remuneration Report	13
4.	2021 annual accounts
	A.	Proposal to adopt the annual accounts for the financial year 2021	15
	B.	Explanation of the dividend policy	19
	C.	Proposal to pay out dividend	20
5.	Release from liability
	A.	Proposal to release the members of the Executive Board from liability for	21
		their respective duties performed during the financial year 2021
	B.	Proposal to release the members of the Supervisory Board from liability for	22
		their respective duties performed during the financial year 2021
6.	Composition of the Executive Board
	A. Notice of the intended appointment of Annemiek van Melick as member	23
		of the Executive Board
	B.	Notice of the intended reappointment of Delfin Rueda as member	24
		of the Executive Board

7. Composition of the Supervisory Board

	A. Proposal to reappoint David Cole as member of the Supervisory Board	25
	B.	Proposal to reappoint Hans Schoen as member of the Supervisory Board	26
	C. Proposal to appoint Pauline van der Meer Mohr as member of the	27
		Supervisory Board
8.	Proposal to reappoint KPMG Accountants N.V. as external auditor of the Company	28
9. Authority to issue shares and to grant rights to subscribe for shares
	A.	(i) Proposal to designate the Executive Board as the competent body to	29
		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 to	30
		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)
	B. Proposal to designate the Executive Board as the competent body to resolve	31
		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	32
	Company's share capital
11. Proposal to reduce the issued share capital by cancellation of ordinary shares	33
	held by the Company
12.	Any other business and closing	34

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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 welcomes the shareholders to the annual general meeting (AGM) of NN Group, noting that it is being held as a hybrid event - with shareholders being given the option to attend in person or virtually - in contrast to the virtual events of the past two years. The event is taking place at the NH Hotel 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 Mr Delfin Rueda, CFO of NN Group.

The Chair also introduces Mr Hans Schoen, member of the Supervisory Board and Chair of the Supervisory Board's Audit Committee, and Ms Janet Stuijt, Company Secretary and member of the Management Board as General Counsel. The other members of the Supervisory and Management Boards are in the room or following the meeting via webcast.

The Chair introduces five other guests: Mr Dick Korf, external auditor representing KPMG; 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; Ms Annemiek van Melick, intended to be appointed as Executive Board member and CFO of NN Group as the successor to Mr Rueda; Ms Pauline van der Meer Mohr, nominated for appointment as Supervisory Board member; and Mr Jan Holsboer, former chair of the NN Group Supervisory Board.

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, 21 April 2022, the issued share capital consisted of 317,878,210 ordinary shares. At that date, 14,373,104 ordinary shares were held by NN Group N.V., so no votes can be cast on these shares. Altogether, 303,505,106 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 have been received. All shareholders present may also ask questions during the meeting. 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 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 11. Voting results will only be shown at the end of the meeting.

For shareholders who have registered to virtually attend 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 the device with them and only hand it in upon final departure. Instructions for the of use of the mobile voting device or voting on a personal device are included in the presentation.

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

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Agenda item 2

2021 Annual Report

The Chair hands the floor to Mr David Knibbe, CEO of NN Group. This speech has been recorded here in its original form, with the audio version prevailing.

Mr Knibbe: 'Good morning everyone. I hope you are well. After two years in a row of having a virtual annual general meeting, we are happy to be able to welcome our shareholders today in person again as well as virtually.

In my presentation today, I will first reflect on the recent developments in the world and how we navigate these times of change. After that, I will look back on how our company performed in 2021, how we continue to focus on creating value for all our stakeholders, and our priorities for the coming years. As part of that, I will update you on our responsible investing approach and more specifically on climate action.

In many ways, these are times of rapid change. The world is witnessing several longer-term economic, social, geopolitical and technological developments. Most of those developments have limited direct impact on our company, but they can have far-reaching consequences for our customers and the societies in which we operate. And it is in times like these that we can make a difference for our customers and other stakeholders, and help them care for what matters most to them.

'In 2021, the pandemic entered its second year and continued to dominate daily life. The loosening of lockdown restrictions fuelled a global economic rebound. Recovery however has been uneven, due to a variety of factors including differences in vaccination rates between countries, supply shortages and a rise in energy prices. Inflation has risen in many parts of the world, ending

a prolonged period of low inflation. Central banks are responding by announcing interest rate increases and starting to phase out stimulus programmes. It is still unclear whether the high inflation is structural and whether or not interest rate rises will be temporary.

'And, in the beginning of this year, the war in Ukraine of course caused new dynamics in global markets. Let me take this opportunity to say that our thoughts are with everyone affected by the war in Ukraine in the past three months. The impact on people's lives has been devastating. As NN, we have activities in four countries that border Ukraine, but we do not have business activities in Ukraine or Russia. Our activities have not been directly affected and our direct investment exposure is limited. However we support the people in Ukraine and the refugees where we can. For example, as a company, but also NN colleagues

individually, we have made donations of around EUR 2 million to humanitarian aid relief, spread across local and international organisations.

'Looking back on recent years, I think it is fair to say that many of the old ways of doing things will probably not be the ways of the future. For instance, there is increased attention for risk around health and living. The pandemic has prompted people to reflect on the risks in their lives: what happens if I cannot work, or if somebody in my family falls ill?

'This increased risk awareness has led to a higher demand for protection products; which in turn has led to growth in new business. We were able to welcome new customers in 2021, and we also saw higher retention rates among existing customers.

'When launching our new strategy in 2020, we announced a set of financial targets to monitor our ambitions for growth and profitability. We aim to achieve operating capital generation - or OCG - of 1.5 billion euros in 2023. In 2021, we reported OCG of almost 1.6 billion euros. Please note that this included the OCG of our asset manager

1. Investment Partners which was sold to Goldman Sachs last month, so, excluding that, OCG was just short our target. Our commercial and financial performance was strong across all business segments in 2021.

'Let me share a couple of highlights. In the Netherlands, our Life & Pensions business again posted strong results. We are capturing the growth opportunities in the Dutch pension market with a strong increase in Defined Contribution assets. The Non-life business in particular posted strong underwriting results. As the number one player in the Dutch on-life market, we are in a unique position to benefit from our scale in terms of efficiency and underwriting.

'The results of Insurance Europe increased substantially, reflecting higher life and pension fees across the region. The strong market recovery from low sales in 2020 resulted in higher sales in Japan. The value of new business in both international units grew strongly over the year.

'The Dutch housing market is experiencing growth with house prices rising steeply, and there is fierce competition among mortgage providers. Despite this, NN Bank originated a record volume of high-quality mortgages

of almost 10 billion euros in 2021.

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