NN Group N.V.
21 May 2026
Agenda item 1.
OpeningOn the Record Date, 23 April 2026, the issued capital of NN Group consisted of 263,000,000 ordinary shares
No votes can be cast on 1,587,914 ordinary shares as those shares were held by NN Group on Record Date
Consequently, a total of 261,412,086 votes are eligible for casting
Agenda item 2.
2025 Annual ReportAgenda item 4.
Corporate GovernanceAbove market average NPS-r1 by 2028
Engaged customers
On track
Above
market average
On track
Top 3
Top 3 in market Broker satisfaction score (ITV2)
by 2028
Gender diversity in senior management positions4 of ≥ 40% women and men by 2028
Above benchmark
Employee engagement
score3 by 2028
Talented people
On track
Above
benchmark
On track
42%
women
58%
men
Supporting the well-being of
2.5m people8
by 2028
Investments in climate solutions7 of EUR 13bn by 2030
Reduce GHG5 emissions portfolio by 45% by 2030
Contribution to society
On track
56%
Corporate investments6
On track
EUR
13.7bn
On track
1.39m
people
6
1 Net Promoter Score (NPS-r) is measured for the business lines in the Netherlands and for the 9 International business units based on a four-quarter rolling average; The target score is related to the market average; 2 'Intermediair tevredenheidsscore' from IG&H, comparison with providers that operate in two or more of our main business lines to exclude monoliners and specialised providers; 3 The metric indicates how likely it is that someone will recommend NN as an employer; 4 Includes the Management Board and managerial positions in the two levels below; 5 GHG = Greenhouse Gas; 6 Reductions compared with portfolio financed emissions in tCo2 per EUR million invested at year-end 2021, reflecting underlying emissions of 2019; 7 The amount invested in climate solutions for the proprietary portfolio reflects the nominal value of green bonds and debt investments in certified green buildings and renewable energy, and the market value for direct and equity investments in certified green buildings, renewable energy and other investments; 8 Contributions to communities by supporting financial, physical and/or mental well-being, cumulative starting 2022.
Future Ready will position NN for greater competitiveness and adaptability in a rapidly evolving landscapeIncrease operational efficiency
Enhance customer experience
Drive profitable growth
Clear KPIs to measure the success
FY25 | Target 2028 |
AI Adoption 236 Data & AI number of AI use cases | 300 |
Customer Experience (the Netherlands) 77% | 80% |
Business Growth (International) 42% | 50% |
of the Future Ready programme
EUR 450m investments1 (2024-2026)
2025: ~50% spent
EUR 200m annual benefits1 by 2027
2025: ~40% achieved
Digital customer interactions
% of sales coming from digital leads2
Investments and benefits are reflected in 2028 targets
APE from tied agent sales, excluding group policies 7
Exceeding our 2025 OCG and FCF targets..
..while maintaining a strong balance sheet and cash position..
..and increasing distributions to shareholders
Operating capital generation (EURm)
2025
2024
2,089
1,922
1,900
+9%
Solvency II ratio (in %)
31 Dec 2025
31 Dec 2024
220%
194%
Dividend per share (EUR)
2025
2024
3.88
3.44
+13%
Free cash flow1 (EURm)
2025
2024
1,620
1,519
1,600
+7%
Cash capital position at Holding (EURm)
31 Dec 2025
31 Dec 2024
1,843
1,271
Share buyback1 (EURm)
2025
2024
350
300
1. As announced in the year-end results of the respective year
8
On track for 2028 targets with improving growth profile due to ongoing business diversification2020 Reported1 2028 Target
Growth of Insurance Europe and Netherlands Non-life improves quality of
earnings mix…
OCG2 (EURbn)
EUR
0.9bn
EUR
2.2bn
Netherlands Life Netherlands Non-life Insurance Europe Japan Life
Banking
…and diversifies
free cash flow mix
FCF3 (EURbn)
EUR
1.1bn
EUR
>1.8bn
Netherlands Life
Other segments
Excludes the Asset Management business which was sold in April 2022; Banking OCG for 2020 was based on remittances which were suspended in accordance with the recommendation of the
Dutch regulator
9
Defined as Own Funds generation (before eligibility) and SCR release (at 100%)
FCF adjusted for remittances and capital injections classified as one-off; Chart reflects remittances from subsidiaries and excludes other items such as holding expenses and debt costs
OCG by segment (EURm) | FY25 | FY24 | Delta |
Netherlands Life | 1,185 | 1,049 | 13% |
Netherlands Non-life | 442 | 406 | 9% |
Insurance Europe | 520 | 461 | 13% |
Japan Life | 116 | 108 | 8% |
Banking | 91 | 119 | -24% |
Other | -265 | -221 | |
OCG | 2,089 | 1,922 | 9% |
FCF | 1,620 | 1,519 | 7% |
IFRS (EURm) | FY25 | FY24 | Delta |
Operating result | 3,002 | 2,574 | 17% |
Net result | 1,188 | 1,583 | -25% |
Operating capital generation
2025
NL Life+7% CAGR
1.6
OCG (EURbn) FCF (EURbn)
+7% CAGR
2.1
1.6
1.2
2021 2025 20211 2025
Adjusted for the exclusion of NNIP (EUR 110m), a catch-up dividend of NN Bank due to Covid-19 and normalisation for Japan Life and segment Other
10
Strong balance sheet with high-quality investment portfolioSolvency ratio strong at 220%
Solvency II ratio
25%
12%
5% 235%
220%
194%
-15%
31 Dec
2024
OCG
Market Other1 Solvency Capital
variance
ratio flows
before capital flows
31 dec
2025
Higher quality of capital
Unit-linked issue resolved
Longevity risk reduced
Comfortable cash capital
Cash capital position at Holding (31 December 2025)
EUR
1.6bn2
Low financial leverage
Financial leverage ratio (31 December 2025)
17.4%2
Financial Strength Rating S&P Global A+, Stable outlook Fitch3 AA-, Stable outlook
2%
4%
Other5
Cash5
Fixed income
Government Mortgages Corporates Financials
Other
EUR
129bn
26%
80%
17%
6%3%
28%
9%
Equity
5%
High-quality and conservative
investment portfolio4
(2025)
Fixed income
Real estate
Other includes model and assumption changes, the change of non-available and non-eligible Own Funds and special items related to non-Solvency II regulated entities and the holding company, as well as the change in
SCR as a result of asset portfolio changes
Reported cash capital position at the Holding is EUR 1.8bn and reported financial leverage ratio of 18.0%. Pro forma ratio is corrected for the redemption of the untendered grandfathered RT1 notesof EUR 237m in
11
January 2026
Financial Strength Rating for Nationale-Nederlanden Levensverzekering Maatschappij N.V.
Excluding banking. Market value, excluding separate account assets; mortgages originated by NN Bank are on amortised cost value;
Other consists of fixed income mutual funds, (private) equity mutual funds and infrastructure equity mutual funds. Money market mutual funds are in line 'Cash'
5%
29%
EUR
9bn
9%
10%
Infrastructure
Commercial real estate debt Industrials
Government loans Healthcare Consumer Cyclicals
Consumer Non-Cyclicals
21%
Fund Financing Basic Materials Software Financials Technology
Other1
Diversified private debt portfolio
(7% of investment portfolio, 31 December 2025)
2%
6%
7%
Across diverse strategies
(EURbn, 31 December 2025)
Investment
grade
High yield
CRE
Infra Corporate lending
>75% of book is Investment Grade and/or collateralised/government guaranteed
90% of exposure within Europe, <10% US
Enhanced monitoring, including credit rating sample testing at loan level and strict limit frameworks
0.5
1.0
2.0
2.6
1.8
1.5
With small ticket sizes for high
yield (HY) corporate lending (HY corporate loans, split by size, 31 December 2025)
7%
22%
EUR
2bn
38%
<5m
5m-10m 10m-30m
30m-60m
33%
HY corporate lending exposure is predominantly BB/B
1 Largest sectors in 'Other' are 'Administrative and Support and Waste Management and Remediation Services', 'Education servci es' and 'Accommodation and food services'
Attractive investor propositionContinuing strong business performance…
Operating capital generation
…translating to attractive capital return
Strong business performance
Ongoing business diversification
EUR 2.1bn (2025) EUR 2.2bn (2028 Target)
Free cash flow
EUR 1.6bn (2025) EUR >1.8bn (2028 Target)
Future growth to come from Netherlands Non-life and International
Becoming future ready
Improving competitiveness and adaptability
Expense savings outpacing inflation
Stable and predictable remittances for Netherlands Life until 2040, no cliff edge
Attractive capital return
Healthy balance sheet
Group Solvency II ratio
220% (Dec 25)
•
Significant tiering headroom
and leverage capacity
Progressive dividend per share
EUR 3.88 (2025) +13% versus 2024
Annual share buy back
EUR 350m Up EUR 50m from EUR 300m
Additional excess capital to be returned unless used for value-creating opportunities
Preference for small incremental steps
Agenda item 2.
2025 Annual ReportAgenda item 4.
Corporate GovernanceQuestions
Agenda item 3.
SustainabilityGlobal warming
Creating value for customers Electrification
Environmental footprint
Financial, physical and mental well-being
Agenda item 3.
SustainabilityQuestions
The present and represented share capital amounts to 72.80%
Agenda item 5.
Proposal to give a positive advice on the 2025 Remuneration ReportVoting item
Agenda item 5.
Proposal to give a positive advice on the 2025 Remuneration ReportQuestions
Agenda item 6. A
2025 annual accounts
Proposal to adopt the annual accounts for the financial year 2025Voting item
AGM presentation NN Group N.V.
21 May 2026
Materiality
Audit of the NN Group N.V. annual accounts 2025
Our reports
Annual accounts
Unqualified auditor's report on consolidated
and parent company annual accounts
Sustainability statement
Unqualified assurance report limited
assurance on sustainability information
Communication
Regular meetings with finance function, risk function,
actuarial function, IT and corporate audit services
Frequent communication with management and
Supervisory Board
Attended all Audit and Risk Committee meetings
Key Audit Matters:
Valuation of insurance contract liabilities under the General Measurement Model
Valuation of illiquid investments
No indications and/or reasonable suspicion of fraud or
non-compliance that is considered material for our audit
Audit of the annual accounts 2025
NN Group N.V.
Approach
Group audit - 16 component auditors
Specialists used in the audit:
Actuarial specialist
IT specialist
Investment valuation specialist
Materiality of EUR 200 million (2024: EUR 200 million)
1% of shareholders' equity
Misstatements exceeding EUR 10 million are
reported to the Audit Committee
Risk assessment
Fraud risks: presumed risk of management override of
controls and presumed risk of revenue recognition
Non-compliance with laws and regulations (NOCLAR) risks: no reportable risk of material misstatement related to NOCLAR risks identified
Going concern risks: no going concern risks identified
Climate risks: we have considered the impact of climate-related risks on the annual accounts and identified no material risks
25
© 2026 KPMG Accountants N.V. a Dutch limited liability company and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
Agenda item 6. A
2025 annual accounts
Proposal to adopt the annual accounts for the financial year 2025Questions
Agenda item 6. B
Explanation of the dividend policyAgenda item 6. C
Proposal to pay out dividendVoting item
Key dividend dates
NN Group ordinary shares will be quoted ex-dividend on 25 May 2026
Record date for the dividend will be 26 May 2026
Dividend will be payable on 2 June 2026
Agenda item 6. B
Explanation of the dividend policyAgenda item 6. C
Proposal to pay out dividendQuestions
Agenda item 7.
Release from liability
7. A Proposal to release the members of the Executive Board from liability for their respective duties performed during the financial year 2025
7. B Proposal to release the members of the Supervisory Board from liability for their respective duties performed during the financial year 2025
Voting items