NN N : Convocation letter

Annual general meeting

1. Group N.V. 2023

2 June 2023

Dear shareholder,

We have the pleasure to invite you to the annual general meeting of NN Group N.V. which will take place on 2 June 2023, 10:00 CEST, at the NN Group office, Prinses Beatrixlaan 35, 2595 AK, The Hague, the Netherlands.

As a shareholder, you can attend and vote during the meeting either in person or virtually, or you can exercise

your voting rights by providing an electronic proxy with voting instructions in advance.

For further information and instructions please refer to 'General information' on page 8 and 9.

The meeting will be broadcast via a live webcast in both Dutch and English on the company's website and a replay will be available after the meeting.

We look forward to continuing the dialogue with our shareholders.

David Knibbe and David Cole

on behalf of the Executive Board and Supervisory Board of NN Group N.V.

The Hague, 20 April 2023

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Agenda

1. Opening

2.	2022 Annual Report	discussion item
3.	Proposal to give a positive advice on the 2022 Remuneration Report	voting item

4. 2022 annual accounts

A.	Proposal to adopt the annual accounts for the financial year 2022	voting item
B.	Explanation of the dividend policy	discussion item
C.	Proposal to pay out dividend	voting item

5. Release from liability

1. Proposal to release the members of the Executive Board from liability for

	their respective duties performed during the financial year 2022	voting item
B.	Proposal to release the members of the Supervisory Board from liability for
	their respective duties performed during the financial year 2022	voting item
6.	Notice of the intended reappointment of David Knibbe as member of the Executive Board	discussion item
7.	Proposal to amend the level of the fixed annual fee for the members of the Supervisory Board	voting item

8. 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 resolve to issue
	ordinary shares and to grant rights to subscribe for ordinary shares	voting item
	(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)	voting item
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	voting item

9. Proposal to authorise the Executive Board to acquire ordinary shares in the

Company's share capital

voting item

10. Proposal to reduce the issued share capital by cancellation of ordinary shares

held by the Company

voting item

11. Any other business and closing

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Explanation of the agenda items

1. 2022 Annual Report (discussion item) Explanation of the 2022 Annual Report of NN Group
   N.V. ('Company'), including the Company's
   strategy and plans to address climate change (as further explained on the Company's website), its net-zero ambitions for 2050, (intermediate) targets and progress made in 2022.
2. Proposal to give a positive advice on the 2022 Remuneration Report (voting item)
   It is proposed to give a positive advice on the 2022 Remuneration Report. See pages 122 through 138 of the 2022 Annual Report.
3. 2022 annual accounts

1. Proposal to adopt the annual accounts for the financial year 2022 (voting item)
   It is proposed to adopt the annual accounts of the
   Company for the financial year 2022. See pages 157 through 300 of the 2022 Annual Report.
2. Explanation of the dividend policy (discussion item) Explanation of the dividend policy of the Company. This policy can be found on the Company'swebsite.
3. Proposal to pay out dividend (voting item) The Executive Board proposes, which proposal is approved by the Supervisory Board, to pay out a final dividend of EUR 1.79 per ordinary share, or approximately EUR 504 million in total. The resolution to pay out dividend will be subject to the condition hereinafter described. On 7 September 2022, the Company paid an interim dividend of EUR 1.00 per ordinary share. The proposal will therefore result in a total dividend over 2022 of EUR 2.79 per ordinary share.
   The final dividend will be paid either in cash, after deduction of withholding tax if applicable, or in ordinary shares, at the election of the shareholder. Dividends paid in the form of ordinary shares will be delivered from the
   Company's treasury shares or issued at the expense of the share premium reserve. To neutralise the dilutive effect of the stock dividend, the Company will repurchase ordinary shares for an amount equivalent to the stock dividend. The value of the stock dividend will be approximately equal to the cash dividend and will be calculated according to the mechanism described below. The proposal also includes the designation of the
   Executive Board as the competent body to resolve, with the approval of the Supervisory Board, to issue such amount of ordinary shares necessary for the payment of the stock dividend (and to exclude pre-emptive rights of existing shareholders in this respect). This designation will only be used by the Executive Board if and to the extent that treasury shares are not used for the payment of stock dividend.

If the proposed dividend is adopted by the General Meeting, the ordinary shares in the share capital of the Company will be quoted ex-dividend on 6 June 2023. The record date for the dividend will be 7 June 2023. The election period, during which shareholders may choose between dividend in cash or dividend in ordinary shares, will run from 8 June 2023 up to and including 22 June 2023. If no choice is made during the election period, the dividend will be paid in cash.

The stock fraction for the stock dividend will be based on the volume weighted average price of the ordinary shares in the share capital of the Company on Euronext Amsterdam for the five trading days from 16 June 2023 up to and including 22 June 2023. The dividend will become payable on 29 June 2023.

On the basis of Solvency II regulatory capital requirements, a dividend can only be paid out if the Company is compliant with the applicable Solvency Capital Requirement. Therefore, the resolution to pay out dividend is subject to a resolutive condition (ontbindende voorwaarde). This means that no dividend will be paid out if the Company does not meet the Group Solvency Capital Requirement within the meaning of the Solvency II regulations on the date on which the dividend will become payable.

5. Release from liability

1. Proposal to release the members of the Executive Board from liability for their respective duties performed during the financial year 2022 (voting item)
   It is proposed to release the current and former members of the Executive Board from liability for their respective duties performed during the financial year 2022, insofar the exercise of those duties is reflected in the 2022 annual accounts or otherwise disclosed prior to passing this resolution.
2. Proposal to release the members of the Supervisory Board from liability for their respective duties performed during the financial year 2022 (voting item)
   It is proposed to release the current and former members of the Supervisory Board from liability for their respective duties performed during the financial year 2022, insofar the exercise of those duties is reflected in the 2022 annual accounts or otherwise disclosed prior to passing this resolution.

6. Notice of the intended reappointment of David Knibbe as member of the Executive Board

(discussion item)

The term of appointment of David Knibbe as member of the Executive Board ends at the close of the annual general meeting to be held on 2 June 2023. The

Supervisory Board gives notice of its intention to reappoint David Knibbe as member of the Executive Board as from the close of the annual general meeting

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to be held on 2 June 2023 for a term of four years, which term will end at the close of the annual general meeting in 2027.

The Supervisory Board also has the intention to designate David Knibbe again as Chief Executive Officer of the Company and as a result as chair of the Executive Board for the same term. With the reappointment of David Knibbe, his membership and chairpersonship of the Management Board of the Company also continue for the same term.

The Supervisory Board intends to reappoint

David Knibbe because of his deep understanding of and experience with the Company's businesses, the sector, and the markets in which the Company operates, as well as the professional manner in which he fulfils his membership and chairpersonship of the Executive Board. His intended reappointment also

serves continuity.

David Knibbe is a dynamic, customer-focused and values-driven business leader, with a strong commitment to the Company's role in society. Under his leadership, the Company has made good progress on the execution of its strategy while reporting a strong commercial and financial performance. This has created

• solid foundation for long-term growth and sustainable value creation for all stakeholders.

David Knibbe was born on 15 March 1971 and has Dutch nationality.

The intended reappointment of David Knibbe is in accordance with the profile of the Executive Board and Management Board of the Company as available on the Company's website.

Besides being a member and chair of the Executive Board David Knibbe is member of the board and treasurer of the Confederation of Netherlands Industry and Employers (VNO-NCW), as well as member of the Federative Board VNO-NCW and MKB NL. He is also member of the board of the Johan Cruyff Foundation, member of the advisory board of JINC, member of the Hoogeschoolraad of Vereniging Trustfonds Erasmus University, member of the Geneva Association, member of the Pan European Insurance Forum, member of the World Economic Forum's Alliance of CEO Climate Leaders and Governors meeting Financial Sector, and member of the supervisory board of Stichting Erasmus Trustfonds.

The number of directorships held by David Knibbe meets the requirements of Dutch law.

The central works council of the Company ('Central Works Council') has informed the Supervisory Board that it supports the intended reappointment of David Knibbe.

7. Proposal to amend the level of the fixed annual fee for the members of the Supervisory Board (voting item)

The remuneration policy for the members of the

Supervisory Board, including the remuneration for the individual Supervisory Board members ('SB Remuneration Policy'), was last adopted by the General

Meeting with effect from 1 January 2020.

As mentioned in Section C clause 3.d of the SB Remuneration Policy, the level of the fixed annual fee for the chair, vice-chair and members of the Supervisory Board and its committees ('Fixed Annual Fee Level') is aimed to be below the market median level for comparable positions in relevant markets.

After reviewing the remuneration scheme for the members of the Supervisory Board that was adopted in

2020 and taking into account the results of benchmark analyses that have been performed relating to the level of remuneration for the members of the Supervisory

Board, the Supervisory Board proposes to amend the Fixed Annual Fee Level in accordance with the proposal included in Section C clause 3.c of the SB Remuneration Policy as available on the Company's website. The proposed amendments would bring the fees closer to the market level while the fees still remain below the market median level.

A full review of the contents of the SB Remuneration Policy will be conducted in 2023 and such policy will again be submitted to the General Meeting for adoption at the annual general meeting in 2024.

The Company values the interests of all its stakeholders.

As such, when considering the proposed Fixed Annual Fee Level, the Supervisory Board consulted various stakeholders, including shareholders, a shareholder representative body, a proxy advisor, employees, and regulators. An explanation of the way in which the views of the Company's stakeholders on the proposed Fixed Annual Fee Level have been taken into account is included in Appendix 1 to the SB Remuneration Policy as available on the Company's website.

In determining the proposed Fixed Annual Fee Level, the Supervisory Board observed the relevant laws and regulations and also considered how such fees relate to:

• the Company's long-term interests;
• the Company's business strategy;
• the relationship between remuneration within the Company, the role of the Company in the sector, and the position of the Company in society; and
• how the remuneration of various groups of employees relates to each other.

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