Slide 1: NN Group and Delta Lloyd agree on recommended transaction
NN Group and Delta Lloyd agree on recommended transaction Lard Friese, CEO NN Group Hans van der Noordaa, CEO Delta Lloyd 23 December 2016
Slide 2: Key takeaways
Key takeaways Recommended offer at EUR 5.40 per share and Merger Protocol agreed 1 following due diligence 2 Material increase in free cash available to NN Group shareholders; double digit increase in dividend per share anticipated for 2018 and onwards 3 Benelux strategic and customer proposition si
Slide 3: Recommended offer for Delta Lloyd
Recommended offer for Delta Lloyd Key terms • EUR 5.40 (cum dividend) per ordinary Delta Lloyd share • A premium of ~31% over Delta Lloyd’s share price of EUR 4.12 on 4 October 2016 • A premium of ~55% over the 3-months average closing price prior to 5 October • Total consideration of EUR 2.5bn Stra
Slide 4: Recommendation by Delta Lloyd Boards
Recommendation by Delta Lloyd Boards • Offer from NN Group provides good value for shareholders and other benefits to stakeholders • Combined company well placed to capture opportunities in technological innovation and knowledge sharing, leading to continuous improvement in customer service and expe
Slide 5: Next steps
Next steps • Due diligence completed • Request for review and approval of the Offer Memorandum to be submitted to AFM no later than 28 December 2016 • Launch of offer expected in late January 2017 or early February 2017 • Tender offer period of 10 weeks; offer period expected to end in April 2017 •
Slide 6: Strategic rationale
1 Strategic rationale 2 Strong balance sheet and pro-forma solvency position 3 Improved cash generation capacity 4 Summary
Slide 7: Market leading Benelux position
Market leading Benelux position Strategic position of NN Group enhanced NN Group NN Group + Delta Lloyd Belgium Securing market leadership in the Netherlands 5% Belgium 10% Europe Europe o Combination of two leading pension providers, 20% 14% NL NL bringing additional scale and capabilities 46% 56
Slide 8: Attractive new capabilities
Attractive new capabilities Online capabilities OHRA Distribution power ABN AMRO Health product offering CZ Strong online and mobile capabilities Attractive bank channel with 226 Leading provider of health insurance branches and ~5 million retail clients products with a market share of ~20%
Slide 9: Enhanced scale and capabilities in Pensions and Non-life
Enhanced scale and capabilities in Pensions and Non-life Enhanced position in Dutch Pensions market Creating diversified market leader in Dutch Non-life NN Group standalone NN Group + Delta Lloyd • Combination of two leading pension providers in a Other Other EUR 1.3tn market 12% 25% D&A D&A 32% • S
Slide 10: Increasing scale in Belgium, Banking and Asset Management
Increasing scale in Belgium, Banking and Asset Management NN Group Delta Lloyd Combination • Life MS: ~2.5%¹ • Life MS: ~5.7%¹ • Creating #4 player with 8% market share • Focus on individual life • Focus on Group Life & • Complementary product and distribution mix Belgium & term life protection • Sy
Slide 11: Strong balance sheet and pro-forma solvency position
1 Strategic rationale 2 Strong balance sheet and pro-forma solvency position 3 Improved cash generation capacity 4 Summary
Slide 12: Combined Solvency II ratio estimated at ~185%
Combined Solvency II ratio estimated at ~185% Estimated Solvency II ratio after capital synergies and actuarial adjustments Commentary • 3Q16 Solvency II ratio of combination 236% after initial capital synergies and actuarial assumptions alignment estimated at ~185% 189% ~185% • Meaningful negative
Slide 13: Prudent funding mix
Prudent funding mix Pro-forma Funding through debt and holding cash capital 3Q16 3Q16 • Deal to be financed with approximately EUR 1.1bn Solvency II ratio 236% 189%1 of debt and EUR 1.4bn of cash from cash capital at holding Cash capital at holding (EUR bn) 2.4 1.0–1.5 • Base case expectation is sen
Slide 14: Improved cash generation capacity
1 Strategic rationale 2 Strong balance sheet and pro-forma solvency position 3 Improved cash generation capacity 4 Summary
Slide 15: Substantial value generated from cost synergies
Substantial value generated from cost synergies Cost synergies breakdown Source of expected synergies EUR ~150m • EUR 150m (pre-tax) of expected cost synergy benefits across businesses • Integration of operational and supporting activities in Life and Non-Life, including commercial migration • Full
Slide 16: Significant increase in cash generation
Significant increase in cash generation NN Group Expected deal impact • Generate free cash available to • Expected increase of free cash flow available to Focus on shareholders in a range around the shareholders of EUR 100–150m initially, rising to generating net operating result of the ongoing EUR
Slide 17: Summary
1 Strategic rationale 2 Strong balance sheet and pro-forma solvency position 3 Improved cash generation capacity 4 Summary
Slide 18: Transaction accelerates investment proposition
Transaction accelerates investment proposition Strong business Transformation in the Profitable growth and Focus on generating capital positions and balance Netherlands operating leverage in and improving earnings sheet other segments • Committed • Large closed book of • Primarily fee and • Signific
Slide 19: Wrap up
Wrap up 1 Recommended offer at EUR 5.40 per share and Merger Protocol agreed 2 Material increase in cash flow; double digit increase in dividend per share anticipated for 2018 and onwards 3 Transaction significantly enhances Benelux position and accelerates investment proposition 4 Draft Offer Memor
Slide 20: Q&A
Q&A @ NN delta lloyd
Slide 21: Important legal information
Important legal information All figures in this document are unaudited. Small differences are possible in the tables due to rounding. Certain of the statements contained herein are not historical facts, including, without limitation, certain statements made of future expectations and other forward-l
Slide 22: @ NN delta lloyd
@ NN delta lloyd