Slide 1: NN Group N.V. 19 May 2022
NN Group N.V. 19 May 2022 Lf | “2 Bh,
Slide 2: Opening
Agenda item 1 Opening @s
Slide 3: Issued shares and voting rights
Issued shares and voting rights • On Record Date, 21 April 2022, the issued capital of NN Group consisted of 317,878,210 ordinary shares • No votes can be cast on 14,373,104 ordinary shares as those shares were held by NN Group on Record Date • Consequently, a total of 303,505,106 votes are eligible
Slide 4: Voting instructions
Voting instructions •To participate, please go to web.lumiagm.com •Fill in the meeting ID: 130-367-118, your username and password 4
Slide 5: 2021 Annual Report
Agenda item 2 2021 Annual Report 5
Slide 6: Serving customers in times of change
Serving customers in times of change NN Group N.V. 2021 Annual Report David Knibbe, CEO Annual general meeting, 19 May 2022 6
Slide 7: Operating environment
Operating environment • Uncertainties and longer-term economic, geopolitical, social, regulatory and technological developments • Urgent need to address the impact of climate change • Acceleration of digitalisation is creating new opportunities • Increased risk awareness • Increased customer demand
Slide 8: Strong financial and commercial performance in 2021
Strong financial and commercial performance in 2021 EUR 1,584m EUR 428m EUR 2,036m EUR 3,278m Operating capital generation Value of new business Operating result Net result 2021 EUR 1,584m 2021 EUR 428m 2021 EUR 2,036m 2021 EUR 3,278m 2020 EUR 993m 2020 EUR 266m 2020 EUR 1,889m 2020 EUR 1,904m 213%
Slide 9: Strategic commitments for all stakeholders in 2021
Strategic commitments for all stakeholders in 2021 5 units 23% 7.7 34% Customer engagement Brand consideration2 Employee engagement Women in senior Target: All insurance business Target: 28% by 2023 Target: ≥ 7.8 by 2023 management positions units scoring above market average NPS1 by 2023 Target: ≥
Slide 10: Climate change and our net-zero commitments
Climate change and our net-zero commitments Interim targets2 Ambition Actions 2025 2030 Proprietary Transition proprietary • Develop and implement asset class specific Paris Alignment strategies investment investment portfolio to net-zero • Reduce GHG emissions of corporate investment portfolio by 2
Slide 11: Attractive and growing capital returns
Attractive and growing capital returns Proposed final dividend of EUR 1.56 per share • Together with 2021 interim dividend of EUR 0.93 per share, total dividend for 2021 of EUR 2.49 per share Our commitment: Resilient, mid single-digit annual growth of Operating Capital Generation over time • Total
Slide 12: Share price performance
Share price performance 140 120 100 80 Dec Jan Feb Mar — Apr May — Jun 20 @® NNGroup © Euro STOXX Insurance index Jul Aug Sep Oct Nov Dec 21 @s 12
Slide 13: Serving customers in times of change
Serving customers in times of change NN Group N.V. 2021 Annual Report David Knibbe, CEO Annual general meeting, 19 May 2022 13
Slide 14: 2021 Annual Report
Agenda item 2 2021 Annual Report 14
Slide 15: Represented at today's AGM
Represented at today’s AGM • The present and represented share capital amounts to 73.64% 15
Slide 16: 2021 Remuneration Report
Agenda item 3 2021 Remuneration Report 3. Proposal to give a positive advice on the 2021 Remuneration Report See pages 109 through 123 of the 2021 Annual Report 16
Slide 17: 2021 Remuneration Report
Agenda item 3 2021 Remuneration Report • The Supervisory Board held consultation sessions with various stakeholders • Continued progress in providing clear and useful insights in relation to Executive Board performance objectives • Increased focus on ESG objectives, including climate ambitions • No
Slide 18: 2021 Remuneration Report
Agenda item 3 2021 Remuneration Report 3. Proposal to give a positive advice on the 2021 Remuneration Report See pages 109 through 123 of the 2021 Annual Report 18
Slide 19: 2021 annual accounts
Agenda item 4 2021 annual accounts 4.A Proposal to adopt the annual accounts for the financial year 2021 See pages 142 through 298 of the 2021 Annual Report 19
Slide 20: Auditors report on the 2021 annual accounts
Auditors report on the 202! annual ACCOUNTS OF NN GIOUD NV
Slide 21: Auditors report on the 2021 annual accounts NN Group NV
Aucitors report an the 2021 annual accounts NN GrOUD NV Our reporting — Auditor's report on the annual accounts — Limited assurance report on non-financial information in the annual report Key audit matters — Valuation and reserve adequacy of insurance liabilities — Valuation of illiquid investments
Slide 22: 2021 annual accounts
Agenda item 4 2021 annual accounts 4.A Proposal to adopt the annual accounts for the financial year 2021 See pages 142 through 298 of the 2021 Annual Report 22
Slide 23: 2021 annual accounts: dividend policy
Agenda item 4 2021 annual accounts 4.B Explanation of the dividend policy • NN Group intends to pay a progressive ordinary dividend per share • Dividends will be paid either in cash, after deduction of withholding tax if applicable, or in ordinary shares, at the election of the shareholder • NN Grou
Slide 24: 2021 annual accounts: dividend proposal
Agenda item 4 2021 annual accounts Dividends1 (EUR) 4.C Proposal to pay out dividend 7% 2.49 2.33 2.16 • Proposed 2021 final dividend of EUR 1.56 per 1.90 ordinary share 1.51 1.55 1.66 1,47 1,56 1,40 • An interim dividend of EUR 0.93 per ordinary 1,24 0,95 1,04 share was paid on 8 September 2021 1,0
Slide 25: 2021 annual accounts: dividend dates
Agenda item 4 2021 annual accounts 4.C Proposal to pay out dividend • The ordinary shares in the share capital of the Company will be quoted ex-dividend on 23 May 2022 • The record date for the dividend will be 24 May 2022 • The election period, during which shareholders may choose between dividend
Slide 26: Release from liability
Agenda item 5 Release from liability 5.A Proposal to release the members of the Executive Board from liability for their respective duties performed during the financial year 2021 It is proposed to release the members of the Executive Board from liability for their respective duties performed during
Slide 27: Release from liability
Agenda item 5 Release from liability 5.B Proposal to release the members of the Supervisory Board from liability for their respective duties performed during the financial year 2021 It is proposed to release the members of the Supervisory Board from liability for their respective duties performed du
Slide 28: Composition of the Executive Board
Agenda item 6 Composition of the Executive Board 6.A Notice of the intended appointment of Annemiek van Melick as member of the Executive Board • 1976, Dutch • Former positions include: • CFO of ASR Nederland N.V. • CFO of de Volksbank N.V. • CFRO of SNS Retail Bank • Nomination in accordance with t
Slide 29: Composition of the Executive Board
Agenda item 6 Composition of the Executive Board 6.B Notice of the intended reappointment of Delfin Rueda as member of the Executive Board • 1964, Spanish • CFO of NN Group; vice-chair of the Executive Board and Management Board • Nomination in accordance with the profile of the Executive Board and
Slide 30: Composition of the Supervisory Board
Agenda item 7 Composition of the Supervisory Board 7.A Proposal to reappoint David Cole as member of the Supervisory Board • Independent within the meaning of the Dutch Corporate Governance Code • Nomination in accordance with the profile of the Supervisory Board • Other positions: • chair of the su
Slide 31: Composition of the Supervisory Board
Agenda item 7 Composition of the Supervisory Board 7.B Proposal to reappoint Hans Schoen as member of the Supervisory Board • Independent within the meaning of the Dutch Corporate Governance Code • Nomination in accordance with the profile of the Supervisory Board • Recommended by the Central Works
Slide 32: Composition of the Supervisory Board
Agenda item 7 Composition of the Supervisory Board 7.C Proposal to appoint Pauline van der Meer Mohr as member of the Supervisory Board • Independent within the meaning of the Dutch Corporate Governance Code • Nomination in accordance with the profile of the Supervisory Board • Other positions: • ch
Slide 33: Proposal to reappoint KPMG Accountants N.V. as external auditor
Agenda item 8 Proposal to reappoint KPMG Accountants N.V. as external auditor of the Company • Current instruction of KPMG Accountants N.V. as external auditor of the Company ends after completion of the audit of the annual accounts for the financial year 2022 • Proposal to reappoint KPMG Accountant
Slide 34: Authority to issue shares and to grant rights to subscribe for shares
Agenda item 9 Authority to issue shares and to grant rights to subscribe for shares 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 • For a term of 18 months • Maximum of 10% of the issue
Slide 35: Authority to issue shares and to grant rights to subscribe for shares
Agenda item 9 Authority to issue shares and to grant rights to subscribe for 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 or
Slide 36: Authority to issue shares and to grant rights to subscribe for shares
Agenda item 9 Authority to issue shares and to grant rights to subscribe for shares 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 • For a term of 18 months • Maximu
Slide 37: Proposal to authorise the Executive Board to acquire ordinary shares
Agenda item 10 Proposal to authorise the Executive Board to acquire ordinary shares in NN Group’s share capital • For a term of 18 months • Shareholding shall not exceed 10% of the issued share capital of NN Group as at 19 May 2022 37
Slide 38: Proposal to reduce the issued share capital by cancellation of shares
Agenda item 11 Proposal to reduce the issued share capital by cancellation of ordinary shares held by NN Group • Maximum of 20% of the issued share capital as at 19 May 2022 • Cancellation may be executed in one or more tranches • Number of ordinary shares to be cancelled shall be determined by the
Slide 39: Any other business and closing
Agenda item 12 Any other business and closing 39
Slide 40: Slide 40
Slide 41: Important legal information
Important legal information NN Group’s Consolidated Annual Accounts are prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS-EU”) and with Part 9 of Book 2 of the Dutch Civil Code. In preparing the financial information in this document, the