The AGM will be held in a hybrid form. Shareholders can attend and vote during the meeting in person or virtually, or they can exercise their voting rights by providing an electronic proxy with voting instructions in advance. Details on how to register, participate and vote can be found in the convocation letter published today. The meeting will take place at NN Group’s office at Prinses Beatrixlaan 35, The Hague, the Netherlands, and there will also be a live webcast on NN Group's website.

Full details of all agenda items are included in the meeting documents published today on the NN Group website. The materials include the 2025 Annual Report of NN Group as published on 5 March 2026.

Together with this report, NN Group published a Solvency and Financial Condition Report and a Total Tax Contribution Report.

NN Group’s 2025 Annual Report is available for download at Annual Report 2025 

Today, NN Group announces that its Supervisory Board intends to reappoint Annemiek van Melick as member of the Executive Board of NN Group and to designate her again as Chief Financial Officer (CFO) and vice-chair of the Executive Board for a term of four years.

The current term of appointment of Annemiek van Melick ends at the close of the annual general meeting (AGM) of NN Group to be held on 21 May 2026. The reappointment will be effective after notification to the General Meeting at the 2026 AGM. Annemiek van Melick was appointed CFO and vice-chair of the Executive Board as of 1 July 2022.

David Cole, chair of the NN Group Supervisory Board: ‘We are pleased to reappoint Annemiek for another term. Under her financial leadership, NN Group has made good progress on the execution of its strategy while reporting a strong commercial and financial performance and maintaining a robust capital position. This has created a solid foundation for growth and sustainable long-term value creation for our stakeholders.’

Changes to the composition of the Supervisory Board

The current terms of appointment of David Cole and Pauline van der Meer Mohr as members of the Supervisory Board of NN Group also end at the close of the 2026 AGM. The Supervisory Board has decided to nominate David Cole for reappointment as member of the Supervisory Board for another two years. If reappointed, the Supervisory Board intends to reappoint him as its chair and as member of the Nomination, Remuneration and Governance Committee. Furthermore, the Supervisory Board has decided to nominate Pauline van der Meer Mohr for reappointment as member of the Supervisory Board for another four years. If reappointed, the Supervisory Board intends to reappoint her as its vice-chair,  chair of the Nomination, Remuneration and Governance Committee and member of the Audit Committee.

Additionally, the Supervisory Board has decided to nominate Irine Gaasbeek for appointment as new member of the Supervisory Board for a term of four years. The proposal for appointment has been approved by the Dutch Central Bank. Irine Gaasbeek (Dutch, 1971) has extensive executive experience and in-depth expertise in digital transformations, data and artificial intelligence, having worked at Accenture in various leadership roles. If appointed, she will join the Supervisory Board’s Risk Committee.

The current term of Robert Jenkins, member of the Supervisory Board since 2016, will also end as of the close of the 2026 AGM. He has indicated he will not be available for reappointment.

Further information will be included in the convocation for the 2026 AGM, which will be available from 8 April 2026 at www.nn-group.com.

• Operating capital generation increased 9% to EUR 2.1 billion, exceeding the 2025 target of EUR 1.9 billion, reflecting continued strong business performance.
• Free cash flow grew 7%, slightly ahead of the 2025 target of EUR 1.6 billion, with the contribution from business segments increasingly diversified.
• NN Group Solvency II ratio increased to 220%, benefiting from favourable market conditions and continued strong net capital build.
• Operating result rose 17% to EUR 3,002 million; net result of EUR 1,188 million.

Accelerating dividend growth and stepping up the annual buyback 

• Based on strong business performance, cash, and capital levels, NN Group enhances its capital return by an additional EUR 100 million beyond the progressive dividend policy, splitting this evenly between the dividend and the annual share buyback.
• Consequently, the total dividend per share for 2025 is up 13% to EUR 3.88 per share and annual share buyback programme is increased by EUR 50 million to EUR 350 million. 

Excellent and continued commercial momentum

• Future Ready programme well on track to reach EUR 200 million benefits in 2027; further extension of data literacy programme for employees to understand, analyse, and use data effectively.
• Value of new business (VNB) of Insurance Europe increased 16%, reflecting higher sales and a favourable product mix.
• VNB of Japan Life increased 25% following the introduction of a new long-term savings product in March.
• Gross written premiums for Netherlands Non-life up 6%, surpassing EUR 4 billion for the first time, driven by premium increases and volume growth. The combined ratio was 92.9%, within the 91%-93% guidance range.
• Netherlands Life saw assets under management of the defined contribution pension business grow by 9% to EUR 43 billion, benefitting from high net inflows and markets.

Statement of David Knibbe, CEO 

‘Today, we are presenting a very strong set of results for 2025, reflecting continued positive business performance and strategy execution despite ongoing geopolitical volatility. We exceeded our targets for 2025 and are well on track to achieve the 2028 goals outlined at our Capital Markets Day in May 2025. 

In Europe, we reported continued growth across the region, most notably in Poland, Greece, Romania and Slovakia. Netherlands Non-life increased gross written premiums by 6%, reaching the EUR 4 billion mark for the first time. Our business in Japan also showed a strong commercial performance, driven by the successful launch of a long-term savings product for business owners. Our Netherlands Life business benefitted from strong net inflows of EUR 2.6 billion and favourable market movements in defined contribution pension products, and continued to capture opportunities arising from the changing Dutch pension market. 

Our Future Ready programme, which is focused on further improving the customer experience, and driving operational efficiencies and profitable growth, is well on track towards our goal of generating EUR 200 million annual benefits as of 2027. At the end of 2025, we had 236 AI use cases in production, including a system that enables us to approve and pay out various car insurance claims within minutes. 

Operating capital generation (OCG), our key performance indicator, increased 9% to EUR 2.1 billion. Combined with positive market developments, this contributed to a further strengthening of our capital position, with a Solvency II ratio of 220%. The strong business performance, cash, and capital levels enable us to step up our annual share buyback programme to EUR 350 million, and propose a 13% higher full-year dividend compared to 2024. We continued to deliver on our strategic objectives focused on our customers, people, and our contribution to society. 

Customer satisfaction scores further improved, with eight of our nine international markets scoring above the market average. In the Netherlands, we maintained our number one position in broker satisfaction, reflecting our proven strategy to work closely with this key partner group. We also saw a further improvement in employee satisfaction. In support of a sustainable economy, we increased investments in climate solutions, reaching a total of EUR 14 billion by the end of 2025. Since 2022, our community investment programme has supported more than one million people. 

Looking ahead, these results provide us with a strong foundation for future growth, which enables us to continue to create sustainable long-term value for our stakeholders. We would like to thank our customers and shareholders for their trust, and our colleagues for their ongoing commitment.’

The note is primarily intended to assist the sell side analyst community covering NN Group, and may be useful for their analysis. The note is available on the Financial Results page of the Investors section on NN Group’s website.

NN Group will publish its 2H25 results on 12 February 2026.

In January 2024, NN Group agreed a settlement with interest groups Consumentenclaim, Woekerpolis.nl, Woekerpolisproces, Wakkerpolis, and Consumentenbond, regarding unit-linked insurance products sold in the Netherlands by Nationale-Nederlanden, including Delta Lloyd and ABN AMRO Levensverzekering. This settlement was subject to a 90% acceptance rate of affiliated policyholders that have received an individual proposal for compensation. As the 90% acceptance rate is reached, the settlement is now final.

All legal proceedings initiated by the aforementioned interest groups will be discontinued and no new legal proceedings may be initiated by these interest groups and their affiliated parties, upon completion of the execution of the settlement. 

The settlement costs are covered by a previously announced provision of approximately EUR 360 million recognised in the fourth quarter of 2023. This includes EUR 60 million for hardship cases and customers unaffiliated with one of the interest groups who have not previously received compensation. 

For more information about the settlement, please visit our website: www.nn.nl/schikkingsovereenkomst

• Operating capital generation (OCG) increased 6% to EUR 1,020 million, reflecting continued strong business performance, mainly supported by 10% growth of Insurance Europe and 15% growth of Netherlands Non-life
• Solvency II ratio of NN Group increased to 208%, or 205% on a pro-forma^1,2 basis, from 194% at the end of 2024, benefiting from favourable market conditions, strong organic capital generation and a new longevity reinsurance agreement
• Free cash flow (FCF) of EUR 863 million in the first half of 2025, on track to achieve EUR 1.6 billion target for 2025
• Continued delivery on attractive and compounding capital return to shareholders, with a 2025 interim dividend of EUR 1.38 per ordinary share, up 8% compared with the 2024 interim dividend
• Operating result increased to EUR 1,443 million from EUR 1,329 million in the first half of 2024; net result of EUR 391 million

Strong commercial performance in growth segments

• 11% increase of value of new business (VNB) for Insurance Europe, reflecting higher sales across most channels and products as well as a favourable product mix
• VNB of Japan Life increased 25% following the recent introduction of a new long-term savings product
• Total VNB was broadly stable due to lower defined benefit pension sales in the Netherlands
• Assets under management of the defined contribution pension business remained stable at EUR 39 billion, as EUR 1.2 billion net inflows offset market impacts in the first half of 2025
• Netherlands Non-life showed 6% gross written premiums growth driven by premium increases and volume growth. The combined ratio for the first half year was 91.2%, at the lower end of the 91%-93% guidance range
• Number 1 ranking in Dutch broker satisfaction

Statement of David Knibbe, CEO

‘The strong results we report today show that, amid a globally volatile first half year of 2025, we continue to deliver on our strategy. With these results, we are creating a foundation for future growth, as announced during our Capital Markets Day on 27 May 2025. Operating capital generation increased 6% to EUR 1,020 million in the first half of 2025, compared with EUR 959 million in the first half of 2024, driven by higher OCG from Netherlands Life and continued business growth of Insurance Europe as well as Netherlands Non-life, partially offset by Banking due to lower interest margins, Japan and the segment Other. Our capital position increased with a Solvency II ratio of 208%, or 205% on a pro-forma^1,2 basis, from 194% at the end of 2024, reflecting favourable market conditions, strong organic capital generation and a new longevity reinsurance agreement.

We saw continued strong commercial results, across markets. Value of new business in Europe and Japan increased with respectively 11% and 25%, highlighting the strength of our diverse businesses and customer dedication. Customer satisfaction continued its positive trajectory, particularly in international markets. We rank overall number 1 in Dutch broker satisfaction. Improved distribution and higher demand drove stronger sales across Europe, notably in Greece, Poland, and Slovakia. NN Japan recorded significant sales growth due to launch of a long-term savings product. In the Netherlands, the Non-life activities achieved a combined ratio of 91.2%. Our pension administrator AZL achieved a major milestone by transitioning the first pension fund to its new platform consistent with the new Dutch pension legislation. We expect more customers to follow soon.

To enhance our digital presence and operational efficiency, while maintaining a strong emphasis on customer experience and growth, targets were introduced. We launched our Future Ready programme, designed to transform NN Group by emphasising AI, standardisation, automation, and re-use. This transformation aims to improve customer experiences, drive growth, and generate approximately EUR 200 million in annual benefits by 2027. Early adoption of AI provided a foundation for measurable outcomes. We are making significant progress towards our goal of generating 50% of new sales from digital leads in Insurance Europe by 2028, having reached 40% in the first half of 2025, up from 36% in 2024. Furthermore, we currently have 191 AI use cases in production compared with 148 cases at the end of 2024, with all business units reporting strong progress.

Our focus remains firmly on our customers, people and our contribution to society. In addition to maintaining net-zero targets across investments, own operations, and insurance underwriting, we reinforced our dedication to supporting a more sustainable economy and society by publishing our new Biodiversity Plan in January and updating both our Climate Action Plan and Active Ownership Report in April. Total investments in climate solutions increased to EUR 14.3 billion as of 30 June 2025. We are also pleased to note that our employee engagement scores remain high.

In line with our attractive dividend policy, we will pay an interim dividend of EUR 1.38 per share.’

The note is primarily intended to assist the sell side analyst community covering NN Group, and may be useful for their analysis. The note is available on the Financial Results page of the Investors section on NN Group’s website.

NN Group will publish its 1H25 results on 8 August 2025.

New ambitious financial targets for 2028

• Operating capital generation (OCG) target of EUR 2.2 billion in 2028, versus the EUR 1.9 billion target for 2025
• Free cash flow (FCF) target of above EUR 1.8 billion in 2028, versus the EUR 1.6 billion target for 2025
• New OCG and FCF targets represent a Compound Annual Growth Rate (CAGR) per share of 7-8%, driven by Insurance Europe, Netherlands Non-life and Japan

Continuing roadmap for society at large

• Above market average customer satisfaction and top 3 broker satisfaction in the Netherlands by 2028
• Above market average employee satisfaction and ≥40% women in senior management by 2028
• EUR 13 billion investments in climate solutions and 45% reduction of GHG emissions of corporate investments by 2030
• Supporting well-being of 2.5 million people by 2028

Accelerating digital transformation

• Future Ready programme to support IT simplification, digital and frictionless customer journeys, and profitable growth
• Investment of EUR ~450 million for 2024-2027 period; annual benefits gradually building up to EUR ~200 million by 2027
• New business transformation targets, including goal to achieve 300 data & AI use cases by 2028

Strong capital position and continuing attractive capital returns

• Resilient balance sheet and strong capital position; pro-forma Group Solvency II ratio stable at 195%¹ by end-April 2025
• Committed to capital return policy; progressive dividend per share and annual share buyback of at least EUR 300 million

Statement of David Knibbe, CEO

‘Today, we are announcing ambitious new plans for the future, building on our proven track record of consistent strategy execution and business growth. We expect to achieve operating capital generation (OCG) of EUR 2.2 billion by 2028, from EUR 1.9 billion targeted in 2025. We also set a new free cash flow target (FCF) of above EUR 1.8 billion by 2028, up from EUR 1.6 billion for 2025. The new OCG and FCF targets represent a Compound Annual Growth Rate (CAGR) per share of 7-8% versus the 2025 targets. 

The growth will be driven by increased contributions from our European businesses, Netherlands Non-life and Japan. In our European businesses, where we have leading positions in the protection and pension markets, we see continued strong growth due to high customer demand, our unique distribution network, and GDP growth above the EU average. For Netherlands Non-Life we expect growth to continue, while we expect our Japanese business to show a gradual recovery positively impacted by growth of the long-term savings market for SMEs. Together with NN Bank, these businesses are expected to make up over 55% of Group OCG by 2028, further enhancing our business diversification and improving our future growth prospects. Supported by strong new business and renewals in the past few years, as well as higher interest rates, we expect a slower paced run-off of our Dutch Life & Pension books whilst our number one position in the Defined Contribution pension market will enable us to grow our fee income. 

Our strategy remains focused on customers, colleagues and society. We are committed to achieving customer and employee satisfaction scores that beat the competition, and we are introducing a new target to enhance broker satisfaction in the Netherlands. Our commitment to society remains unchanged, as reflected by our continued focus to reduce greenhouse gas emissions and contribute to the well-being of our communities. To support our strategic ambitions in a rapidly evolving market, we have launched the Future Ready programme. This initiative carries an investment of around EUR 450 million until 2027, of which a large part was already absorbed in capital in 2024. It aims to accelerate our digital transformation by simplifying our IT infrastructure and by expanding the use of artificial intelligence. By doing so, we will further improve customer experiences, drive growth, and gradually build up around EUR 200 million in annual benefits by 2027. 

With our talented colleagues, our robust business model, and resilient balance sheet, we are confident we will deliver on our 2028 targets, enabling us to continue to create sustainable long-term value for our stakeholders.’  

The Capital Markets Day is scheduled to begin at 09:00 CET. The morning session will be available for viewing through a live webcast on the NN Group website, while the afternoon session will include interactive break-out sessions that require physical attendance. The presentations are also available for download from the NN Group website. 
_______________________ 
_{1 As per 1 January 2026, EUR 237 million of grandfathered Tier 1 capital will no longer qualify for Solvency II purposes, which is reflected in our pro-forma Solvency II ratio at the end of April 2025}
 

Guido Bosch joins NN from international bank ING, where he started his career in 1996 and held various senior leadership positions. Most recently, he was Head of Daily Banking at ING Netherlands, where he was responsible for transforming the retail banking business by optimising the distribution model and enhancing the customer experience. Prior to this role, he held leadership positions at ING’s online banking franchise, ING Direct.  

Tjeerd Bosklopper, CEO Netherlands Non-life, Banking & Technology: ‘With the appointment of Guido, we are welcoming a leader with extensive experience in retail banking, digital transformations, and a strong focus on the customer. This will further support NN Bank’s growth as a digital retail bank.’

The AGM will be held in a hybrid form. Shareholders can attend and vote during the meeting in person or virtually, or they can exercise their voting rights by providing an electronic proxy with voting instructions in advance. Details on how to register, participate and vote can be found in the convocation letter published today. The meeting will take place at NN Group’s office at Prinses Beatrixlaan 35, The Hague, the Netherlands, and there will also be a live webcast on NN Group's website.

Full details of all agenda items are included in the meeting documents published today on the NN Group website. 
The materials include the 2024 Annual Report of NN Group as published on 13 March 2025. 

Together with this report, NN Group published a Solvency & Financial Condition Report and a Total Tax Contribution Report.

NN Group’s 2024 Annual Report is available for download at www.nn-group.com/investors/annual-reports.htm.

Proposal to appoint Ernst & Young Accountants LLP as external auditor

NN Group will propose to the 2025 AGM to appoint Ernst & Young Accountants LLP (EY) as its new external auditor for a term of four years, as of the financial year 2026. Following applicable legislation, NN Group is required to rotate its external auditor every ten years. 

The nomination of EY is the result of a thorough process overseen by the Audit Committee of NN Group’s Supervisory Board, in accordance with applicable law and regulations and the NN Group’s External Auditors Independence Standard. The audit for the financial year 2025 will still be performed by KPMG Accountants N.V., which has been NN’s external auditor since 2016 and will have reached its maximum term after completion of its work for the financial year 2025.

Further information will be included in the convocation for the annual general meeting to be held on 15 May 2025, which will be available from 2 April 2025 at www.nn-group.com.

NN Group today announces the final result of its invitation made to the holders of its outstanding EUR 1 billion Fixed to Floating Rate Undated Subordinated Notes (ISIN: XS1028950290) (the “Notes”) to tender their Notes for purchase by NN Group for cash (such invitation, the "Offer").

The Offer was announced on 3 March 2025, and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 3 March 2025 (the ‘Tender Offer Memorandum’) prepared by NN Group. The Expiration Deadline for the Offer was 5.00 p.m. (CET) on 7 March 2025. NN Group hereby announces the result of the Offer. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Result of the Offer

NN Group hereby announces that it will accept for purchase in accordance with the terms and subject to the conditions (including the Transaction Condition) set out in the Tender Offer Memorandum and at the relevant Purchase Price, all Notes validly tendered pursuant to the Offer, without pro-ration, in an aggregate nominal amount of EUR 762,796,000. NN Group further announces that the aggregate nominal amount of the Notes validly accepted for purchase (the “Final Acceptance Amount”) is set out in the table below.

Notes purchased by NN Group pursuant to the Offer will be cancelled by NN Group and will not be re-issued or re-sold. Notes that are not successfully tendered for purchase pursuant to the Offer will remain outstanding.

Subject to the satisfaction or waiver of the Transaction Condition on or prior to such date, payment of the Purchase Price and Accrued Interest in respect of the Notes accepted for purchase by NN Group will occur on the Settlement Date for the Offer which is expected to be on or around 12 March 2025.

BNP PARIBAS, J.P. Morgan SE, Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft, ING Bank N.V., Natixis and UniCredit Bank GmbH are acting as Dealer Managers for the Offer and Kroll Issuer Services Limited is acting as Tender Agent (Telephone: +44 (0)20 7704 0880, Attention: Owen Morris, Email: nngroup@is.kroll.com, Website: https://deals.is.kroll.com/nngroup).

NN Group today announces, with reference to the tender offer (as described in the tender offer memorandum dated 3 March 2025 (the “Tender Offer Memorandum”)) in respect of the EUR 1 billion Fixed to Floating Rate Undated Subordinated Notes (ISIN: XS1028950290) issued by NN Group N.V. (the “Notes”) (such invitation, the “Offer”) that, following the pricing of the New Securities to be issued by NN Group, the Maximum Acceptance Amount in respect of the Offer is EUR 1,000,000,000 in aggregate nominal amount of Notes.

NN Group reserves the right, in its sole and absolute discretion and for any reason, to increase or decrease the Maximum Acceptance Amount. NN Group will announce the Final Acceptance Amount as soon as reasonably practicable on 10 March 2025.

The Offer commenced on 3 March 2025 and will expire at 5.00 p.m. (CET) on 7 March 2025. Subject to the satisfaction or waiver of the Transaction Condition on or prior to such date, settlement is expected to take place on or around 12 March 2025.

The Offer is being made on the terms and subject to the conditions contained in the Tender Offer Memorandum and this announcement should be read in conjunction with the Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from Kroll Issuer Services Limited acting as Tender Agent (Telephone: +44 (0)20 7704 0880, Attention: Owen Morris, Email: nngroup@is.kroll.com, Website: https://deals.is.kroll.com/nngroup).

The Securities are first callable after 10 years and each interest payment thereafter (the coupon is payable semi-annually), subject to redemption conditions. The coupon is fixed at 5.75% per annum until the first reset date on 11 March 2035 and will be reset every fifth year thereafter. The Securities allow for a temporary write-down subject to conditions as reflected in the offering memorandum prepared in connection with the Securities. The Securities are expected to qualify as restricted Tier 1 Own Funds. The Securities are expected to be rated by S&P (BBB-) and Fitch (BBB+) and will be listed on Euronext Dublin (ISIN: XS2965647378).

The net proceeds from the issue of the Securities will be applied for general corporate purposes (which may include, without limitation, the refinancing of existing debt including callable capital securities).

The offering memorandum with details of the Securities will be published around 7 March 2025 on www.nn-group.com.

NN Group today announces its invitation to holders of its EUR 1 billion Fixed to Floating Rate Undated Subordinated Notes (ISIN: XS1028950290) (the “Notes”), to tender their Notes for purchase by NN Group for cash (the “Offer”). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 3 March 2025 (the “Tender Offer Memorandum”) as prepared by NN Group, and is subject to the offer restrictions set out below, and as more fully described in the Tender Offer Memorandum. 

Copies of the Tender Offer Memorandum and the full launch announcement in respect of the Offer are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Rationale for the Offer

The purpose of the Offer and the planned issuance of New Securities (as defined below) is, amongst other things, to proactively manage NN Group’s expected redemption profile. The Offer also provides Noteholders with the opportunity to sell their current holdings in the Notes and to apply for priority in the allocation of the New Securities, as more fully described in the Tender Offer Memorandum.

Irrespective of the outcome of the Offer, NN Group intends to continue to consider future optional redemption rights in respect of the Notes that are not tendered and accepted pursuant to the Offer on an economic basis, taking into account the prevailing circumstances at the relevant time, including: prevailing market conditions, current and future regulatory value, relative funding value of the Notes, rating agency considerations and any regulatory developments.

Details of the Offer 

A summary of certain of the terms of the Offer appears below:

NN Group will also pay Accrued Interest in respect of any Notes accepted for purchase pursuant to the Offer.

Transaction Condition

NN Group announced on 3 March 2025 its intention to issue a series of euro-denominated, perpetual, restricted tier 1, temporary write-down securities (the “New Securities”), subject to market conditions. Whether NN Group will accept for purchase any Notes validly tendered in the Offer and complete the Offer is subject, without limitation, to the successful completion (in the sole determination of NN Group) of the issue of the New Securities (the “Transaction Condition”).

Allocation of the New Securities

When considering allocation of the New Securities, NN Group intends to give preference to those Noteholders who, prior to such allocation, have validly tendered (or have given a firm indication to NN Group or any Dealer Manager that they intend to tender) their Notes pursuant to the Offer. Therefore, a Noteholder who wishes to subscribe for New Securities in addition to tendering its Notes for purchase pursuant to the Offer may be eligible to receive, at the sole and absolute discretion of NN Group, priority in the allocation of the New Securities, subject to the issue of the New Securities and such Noteholder making a separate application for the purchase of such New Securities to a Dealer Manager (in its capacity as a joint lead manager of the issue of the New Securities) or to any other joint lead manager of the issuer of the New Securities in accordance with the standard new issue procedures of such joint lead manager. Please refer to the full launch announcement and the Tender Offer Memorandum for further information regarding the allocation of the New Securities.

Expected Timetable of Events (All times are CET)

The Offer commences today and the Expiration Deadline shall be 5.00 p.m. (CET) on Friday, 7 March 2025. The Maximum Acceptance Amount will be announced as soon as practicable after the pricing of the New Securities, which is expected to occur prior to the Expiration Deadline for the Offer on Friday, 7 March 2025. The result of the Offer will be announced as soon as reasonably practicable on Monday, 10 March 2025, with the Settlement Date expected to be on or around Wednesday, 12 March 2025 (subject to satisfaction or waiver of the Transaction Condition on or prior to such date).

Further Information

BNP PARIBAS, J.P. Morgan SE, Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft, ING Bank N.V., Natixis and UniCredit Bank GmbH are acting as Dealer Managers for the Offer and Kroll Issuer Services Limited is acting as Tender Agent (Telephone: +44 (0)20 7704 0880, Attention: Owen Morris, Email: nngroup@is.kroll.com, Website: https://deals.is.kroll.com/nngroup).

If reappointed, the Supervisory Board intends to reappoint Inga Beale as member of the Risk Committee and Nomination, Remuneration & Governance Committee. Rob Lelieveld is intended to be reappointed as chair of the Audit Committee and member of the Risk Committee. He will also remain a member of the Nomination, Remuneration & Governance Committee. Cecilia Reyes is intended to be reappointed as chair of the Risk Committee and member of the Audit Committee.

The proposals for reappointment will be submitted for adoption at the 2025 AGM. Further information will be included in the convocation for the 2025 AGM which will be available from 2 April 2025 at www.nn-group.com.

• Operating capital generation (OCG) for 2024 reached more than EUR 1.9 billion, reaching our 2025 target a year ahead of plan
• Free cash flow up 8% year-on-year to EUR 1.5 billion, with contribution better diversified between business units
• Dividend per share also up 8% year-on-year, reaching EUR 3.44; annual EUR 300 million share buyback programme announced
• Solvency II ratio remains robust at 194%, mainly due to adverse market impacts and regulatory changes, partly offset by management actions
• Full-year operating result increased to EUR 2.6 billion; the net result increased to EUR 1.6 billion from EUR 1.2 billion in 2023

Strong business performance supported by excellent commercial momentum

• Value of new business increased 20% to EUR 395 million, driven by organic growth and higher margins in Europe and higher defined benefit sales in Netherlands Life. Net inflows in the defined contribution pension business in 2024 were EUR 2.3 billion, boosting assets under management above EUR 39 billion
• Insurance Europe exceeded its OCG target of EUR 450 million one year ahead of schedule, mainly supported by strong pension performance and new business growth
• Netherlands Non-life showed strong performance in 2024 with ~4.5% premium growth on a like-for-like basis driven by premium increases as well as volume growth, and achieved a strong level of OCG at EUR 406 million. The combined ratio was 93.1%
• Customer satisfaction scores continue positive trend with 8 out of 10 countries ranking at or above market average; number 1 broker satisfaction scores at Dutch life and pension businesses as well as P&C commercial lines
• Continued progress in reducing carbon footprint of corporate investment portfolio; total investments in climate solutions increased to EUR 12.8 billion

Statement of David Knibbe, CEO

‘Today we are reporting very good results for 2024, highlighting the strength of our diverse businesses and showing we are well on track in the delivery of our strategy focused on customers, our people, and contribution to society. Operating capital generation was EUR 1.9 billion, a slight increase compared to the previous year and a year ahead of the 2025 target. This was supported by continued strong business performances across the group, particularly in Europe and Netherlands Non-life. 

Our business in Europe continued to show strong commercial momentum, with higher sales of protection products thanks to our successful distribution mix and new product launches. In the Netherlands, our pension business also reported continued growth, supported by strong inflows in defined contribution, renewals of existing defined benefit pension contracts and pension buyouts. Our Dutch non-life business maintained its robust performance and delivered volume growth. 

We remain committed to offering a superior digital experience for customers and agents, as is evidenced by the underlying improvements in customer satisfaction scores, particularly in our European markets. We rank at or above market average in 8 out of 10 countries. Employee satisfaction scores also showed an upward trend. As part of our commitment to contribute to a sustainable future, we further increased our investments in climate solutions, bringing total investments to EUR 12.8 billion by the end of 2024. Since 2022, we have supported 766 thousand people through our community investment programmes. 

Our capital position remained robust with a Solvency II ratio of 194%, from 197% at the end of 2023. The slight decrease was mainly caused by adverse market impacts and regulatory changes, which were partly offset by management actions. We propose a final dividend of EUR 2.16 per share, bringing the total dividend for 2024 to EUR 3.44 per share, an increase of 8% compared to 2023. In addition, in line with our policy we again announce an annual share buyback programme of EUR 300 million. 

With our leading market positions and robust balance sheet, we are well-positioned to continue to create long-term value for our stakeholders. We will provide an update of our strategy and new medium-term targets at our Capital Markets Day in May.’

Marcel joined NN Group from Delta Lloyd in 2017 as Chief Transition Officer and member of NN Bank’s Management Board. In this role, he led the integration of NN Bank and Delta Lloyd Bank. In 2019, he was appointed CEO of NN Bank. In this role, he contributed to the further growth of NN Bank as a digital retail bank. Prior to joining NN, Marcel was CEO of Delta Lloyd Bank and CEO of Quion Group. 

Tjeerd Bosklopper, CEO Netherlands Non-life, Banking & Technology: ‘Over the past years, Marcel has made a significant contribution to the development of NN Bank, accelerating the bank’s digital transformation resulting in considerable growth and improved customer engagement. On behalf of the Management Board, I would like to thank Marcel for his dedication to NN. We wish him all the best in his new role.’

The note is primarily intended to assist the sell side analyst community covering NN Group, and may be useful for their analysis. The note is available on the Financial Results page of the Investors section on NN Group’s website.

NN Group will publish its 2H24 results on 20 February 2025.

Frank Eijsink, CEO of NN International Insurance: ‘Today we officially hand over our Turkish operations to Zurich Türkiye. On behalf of the NN Group Management Board, I would like to thank our colleagues and our agents in Turkey for the great collaboration and their valuable contribution and dedication over the past 15 years. We are confident they are well positioned to further develop the business and we wish them all the best with Zurich Türkiye going forward.’

The contribution of NN Hayat ve Emeklilik to NN Group’s operating result is limited and the sale has a negligible impact on NN Group’s Solvency II ratio. 

For further information on NN Group, please visit www.nn-group.com.

Wilbert Ouburg (1985, Dutch) joined NN Group in 2017 as Head of Risk Models, where he played an important role in the expansion of NN’s Partial Internal Model. In 2021, he was appointed CRO at Nationale-Nederlanden Life and Pensions, contributing to the business unit’s strong risk management capabilities, active management of longevity risk, and improved financial strength through optimisation of risk and return. Prior to joining NN Group, Wilbert held various expert and management positions at Delta Lloyd. Wilbert brings valuable expertise within the risk domain and deep knowledge of the insurance sector and financial markets.

David Knibbe, CEO of NN Group: ‘It is with pleasure that we announce the appointment of Wilbert, as the new CRO of NN Group. His expertise and extensive knowledge of the insurance industry, coupled with his leadership skills, will be valuable in taking our risk management culture and capabilities forward. At the same time, on behalf of the Management Board, I would like to thank Bernhard for his dedication to NN and the team. Under his leadership, NN Group’s risk management was further strengthened, and NN maintained a strong financial position during a period characterised by macroeconomic and geopolitical uncertainties. We would like to wish both Bernhard and Wilbert all the best in their new roles.’

• Strong operating capital generation (OCG) of EUR 959 million in the first half of 2024, despite a slight decrease from the same period last year which benefitted from favourable claims; delivering towards OCG target of EUR 1.9 billion in 2025
• NN Group Solvency II ratio remains robust at 192% from 197% on 31 December 2023
• Free cash flow up 8% year-on-year to EUR 899 million, with contribution better diversified between business units
• Committed to capital return policy of a progressive dividend per share and annual share buyback of at least EUR 300 million; 2024 interim dividend of EUR 1.28 per ordinary share
• Operating result was EUR 1.3 billion and net result was EUR 0.6 billion in the first half of 2024
• Announcing a Capital Markets Day on 27 May 2025 to provide updates on strategy and targets

Strong business performance, benefitting from commercial momentum in Europe

• Value of new business increased to EUR 241 million in the first half of 2024 compared with EUR 195 million in the first half of 2023, due to an increased volume in Netherlands Life and good sales momentum in Insurance Europe
• Sustained growth in Europe with increased sales in Central and Eastern Europe, particularly notable in the value of new business of Greece, Czech Republic, and Poland
• Net inflows of EUR 1.2 billion in the defined contribution pension business in the first half of 2024
• Netherlands Non-life business maintains robust and positive performance, achieving a combined ratio of 92.2%
• Customer satisfaction scores continue positive trend; total investments in climate solutions at EUR 11.5 billion

Statement of David Knibbe, CEO

‘Today we are reporting strong results for the first half of 2024, highlighting we remain well on track to deliver on our strategic and financial targets for 2025. The results were driven by a continued solid financial and commercial performance in the Netherlands and our growing European markets. Operating capital generation (OCG) was EUR 959 million in the first half of 2024, compared with EUR 997 million in the first half of 2023, reflecting a lower contribution from Netherlands Non-life, which benefitted from favourable claims in the same period last year including benign weather. This was partly offset by higher contributions from Netherlands Life, Insurance Europe and our Banking business. Despite a number of large fire claims at the start of 2024, Netherlands Non-life continued its strong business performance with a combined ratio of 92.2%.

We continue to see high demand for our products and services as reflected by the higher value of new business, which increased by 23% to EUR 241 million in the first half of 2024, supported by higher pension volumes at Netherlands Life and solid sales of protection and pension products across our European markets. In addition, Netherlands Life reported net inflows of EUR 1.2 billion at its defined contribution pension business.

The results demonstrate the strength of our diverse businesses and the sustained execution of our strategy focused on our customers, our colleagues and contribution to society. Customer satisfaction scores, as measured by the relational Net Promoter Score (NPS-r), continued their underlying positive trend, especially in our international markets. Further improving the customer experience remains our focus in all our markets, and we are successfully scaling artificial intelligence (AI) applications across NN to support agents and our employees.

We continue to play our role in contributing to a more sustainable economy and society through our business activities and investments. In February, we committed EUR 350 million to finance a portfolio of assets in the coming years, focused on climate change mitigation and adaption and the broader energy transition. Total investments in climate solutions were EUR 11.5 billion by the end of the first half of 2024.

Our solid business performance and operating capital generation underpin our commitment to our capital return policy of a growing dividend per share and an annual share buyback of at least EUR 300 million. On 27 May 2025, we will host a Capital Markets Day to provide the market with an update of our strategy and targets. We would like to thank our customers, our colleagues, and our shareholders for their continued commitment and trust.’

Shareholders who have elected to receive the final dividend in shares will receive one NN Group ordinary share for every 20.22 ordinary shares held. The stock fraction is based on the volume-weighted average price of EUR 42.0477 for NN Group shares on Euronext Amsterdam for the five trading days from 7 June 2024 up to and including 13 June 2024. Any remaining stock fractions will be paid in cash. The stock and cash dividend are approximately equal in value. For shareholders that have not made a choice during the election period, the dividend will be paid in cash.

Shareholders representing approximately 41.0% of the outstanding number of shares have elected to receive the final dividend in ordinary shares. Consequently, 5,524,775 ordinary shares will be delivered from NN Group treasury shares.

NN Group will neutralise the dilutive effect of the stock dividend through the repurchase of ordinary shares for a total amount of EUR 232 million, equivalent to the value of the stock dividend. These share buybacks will be executed by financial intermediaries under a share buyback programme which is expected to end no later than 30 August 2024. The shares will be repurchased at a price that does not exceed the last independent trade or the highest current independent bid on the relevant trading platform. The share buyback programme will be executed within the limitations of the existing authority granted by the General Meeting on 24 May 2024, and will be performed in compliance with the safe harbour provisions for share buybacks. NN Group intends to cancel any repurchased NN Group shares under the programme unless used to cover obligations under share-based remuneration arrangements or to deliver stock dividend, if applicable.

This programme is in addition to the existing share buyback programme for a total amount of EUR 300 million that was announced on 29 February 2024. NN Group reports on the progress of the share buyback programmes on its corporate website on a weekly basis.

Payment of the dividend in cash, after deduction of withholding tax if applicable, or payment of the dividend in the form of ordinary shares, as well as settlement of fractions in cash will take place on 20 June 2024. As of the payment of the 2024 interim dividend, NN Group intends to pay dividends in cash only, after deduction of withholding tax if applicable.

For further information: dividend policy and dividend history

The Notes will be redeemed by NN Group in full at their outstanding principal amount of EUR 128,174,000.-- together with any interest accrued (in accordance with the terms and conditions of the Notes) on their first call date, 13 June 2024.

The AGM will be held in a hybrid form. Shareholders can attend and vote during the meeting in person or virtually, or they can exercise their voting rights by providing an electronic proxy with voting instructions in advance. Details on how to register, participate and vote can be found in the convocation letter published today. The meeting will take place at NN Group’s office at Prinses Beatrixlaan 35, The Hague, the Netherlands, and there will also be a live webcast on NN Group's website.

Full details of all agenda items are included in the meeting documents published today on the NN Group website. The materials include the 2023 Annual Report of NN Group as published on 21 March 2024.

Together with this report, NN Group published a Solvency & Financial Condition Report and a Total Tax Contribution Report. NN Group also published the 2023 Community Investment Overview, which describes the initiatives we support as part of our strategic commitment to contribute to society.

NN Group’s 2023 Annual Report is available for download at www.nn-group.com/investors/annual-reports.htm. Other documents related to NN Group's annual general meeting (AGM), including the agenda, will be available from 11 April 2024 at www.nn-group.com. The AGM will be held on 24 May 2024.

Robert Jenkins was first appointed member of the Supervisory Board in 2016, and his current term ends as of the close of the 2024 AGM. The Supervisory Board decided to nominate him for reappointment in light of his specific knowledge and experience of the financial sector.  

The current term of appointment of Hans Schoen, member of the Supervisory Board since 2014 and appointed pursuant to the enhanced recommendation right of the Central Works Council of NN Group, will also end as of the close of the 2024 AGM. He has indicated he will not be available for reappointment. As of the close of the 2024 AGM Pauline van der Meer Mohr will be considered appointed pursuant to said enhanced recommendation right.

Further information will be included in the convocation for the 2024 AGM which will be available from 11 April 2024 at www.nn-group.com.

The Notes will be redeemed by NN Group in full at their outstanding principal amount of EUR 334,759,000.-- together with any interest accrued (in accordance with the terms and conditions of the Notes) on their first call date, 8 April 2024.

NN Group today announces the final result of its invitation made to the holders of its outstanding EUR 750 million Fixed to Floating Rate Undated Subordinated Notes (ISIN: XS1076781589) (the “Notes”) to tender their Notes for purchase by NN Group for cash (such invitation, the "Offer").

The Offer was announced on 4 March 2024, and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 4 March 2024 (the ‘Tender Offer Memorandum’) prepared by NN Group. The Expiration Deadline for the Offer was 5.00 p.m. (CET) on 8 March 2024. NN Group hereby announces the result of the Offer. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Result of the Offer

NN Group hereby announces that it will accept for purchase in accordance with the terms and subject to the conditions (including the Transaction Condition) set out in the Tender Offer Memorandum and at the relevant Purchase Price, all Notes validly tendered pursuant to the Offer, without pro-ration, in an aggregate nominal amount of EUR 287,068,000. NN Group further announces that the aggregate nominal amount of the Notes validly accepted for purchase (the “Final Acceptance Amount”) is set out in the table below.

Notes purchased by NN Group pursuant to the Offer will be cancelled by NN Group and will not be re-issued or re-sold. Notes which have not been validly submitted or validly submitted but not accepted for purchase pursuant to the Offer will remain outstanding. 

Subject to the satisfaction or waiver of the Transaction Condition on or prior to such date, payment of the Purchase Price and Accrued Interest in respect of the Notes accepted for purchase by NN Group will occur on the Settlement Date for the Offer which is expected to be on or around 13 March 2024. 

HSBC Continental Europe, J.P. Morgan SE, ABN AMRO Bank N.V., BNP Paribas, Citigroup Global Markets Europe AG, Goldman Sachs Bank Europe SE and Morgan Stanley Europe SE are acting as Dealer Managers for the Offer and Kroll Issuer Services Limited is acting as Tender Agent (Telephone: +44 (0)20 7704 0880, Attention: Owen Morris, Email: nngroup@is.kroll.com. 

NN Group today announces, with reference to the tender offer (as described in the tender offer memorandum dated 4 March 2024 (the “Tender Offer Memorandum”)) in respect of the EUR 750 million Fixed to Floating Rate Undated Subordinated Notes (ISIN: XS1076781589) issued by NN Group N.V. (the “Notes”) (such invitation, the “Offer”) that, following the pricing of the New Securities to be issued by NN Group, the Maximum Acceptance Amount in respect of the Offer is EUR 415,242,000 in aggregate nominal amount of Notes.  

NN Group reserves the right, in its sole and absolute discretion and for any reason, to increase or decrease the Maximum Acceptance Amount. NN Group will announce the Final Acceptance Amount as soon as reasonably practicable on 11 March 2024.  

The Offer commenced on 4 March 2024 and will expire at 5.00 p.m. (CET) on 8 March 2024. Subject to the satisfaction or waiver of the Transaction Condition on or prior to such date, settlement is expected to take place on or around 13 March 2024.   

The Offer is being made on the terms and subject to the conditions contained in the Tender Offer Memorandum and this announcement should be read in conjunction with the Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.  

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from Kroll Issuer Services Limited acting as Tender Agent (Telephone: +44 (0)20 7704 0880, Attention: Owen Morris, Email: nngroup@is.kroll.com.   

The Securities are first callable six months prior to the first reset date  and each interest payment thereafter, subject to redemption conditions. The coupon is fixed at 6.375% per annum (payable semi-annually) until the first reset date on 12 March 2031 and will be reset every fifth year thereafter. The Securities allow for a temporary write-down subject to conditions as reflected in the offering memorandum prepared in connection with the Securities. The Securities are expected to qualify as restricted Tier 1 Own Funds. The Securities are expected to be rated by S&P (BBB-) and Fitch (BBB, based on Fitch’s current Insurance Rating Criteria as published on 20 July 2023) and will be listed on Euronext Dublin (ISIN: XS2602037629).  

The net proceeds from the issue of the Securities will be applied for general corporate purposes (which may include, without limitation, the refinancing of existing debt including callable capital securities).  

The offering memorandum with details of the Securities will be published around 8 March 2024 on www.nn-group.com.

NN Group today announces its invitation to holders of its EUR 750 million Fixed to Floating Rate Undated Subordinated Notes (ISIN: XS1076781589) (the “Notes”), to tender their Notes for purchase by NN Group for cash (the “Offer”). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 4 March 2024 (the “Tender Offer Memorandum”) as prepared by NN Group, and is subject to the offer restrictions set out below, and as more fully described in the Tender Offer Memorandum. 

Copies of the Tender Offer Memorandum and the full launch announcement in respect of the Offer are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Rationale for the Offer

The purpose of the Offer and the planned issuance of New Securities (as defined below) is, amongst other things, to proactively manage NN Group’s expected redemption profile. The Offer also provides Noteholders with the opportunity to sell their current holdings in the Notes and to apply for priority in the allocation of the New Securities, as more fully described in the Tender Offer Memorandum.

Irrespective of the outcome of the Offer, NN Group intends to continue to consider future optional redemption rights in respect of the Notes that are not tendered and accepted pursuant to the Offer on an economic basis, taking into account the prevailing circumstances at the relevant time, including: prevailing market conditions, current and future regulatory value, relative funding value of the Notes, rating agency considerations and any regulatory developments.

Details of the Offer 

A summary of certain of the terms of the Offer appears below: 

NN Group will also pay Accrued Interest in respect of any Notes accepted for purchase pursuant to the Offer.

Transaction Condition

NN Group announced on 4 March 2024 its intention to issue a series of euro-denominated, perpetual, restricted tier 1, temporary write-down securities (the “New Securities”), subject to market conditions. Whether NN Group will accept for purchase any Notes validly tendered in the Offer and complete the Offer is subject, without limitation, to the successful completion (in the sole determination of NN Group) of the issue of the New Securities (the “Transaction Condition”).

Allocation of the New Securities

When considering allocation of the New Securities, NN Group intends to give preference to those Noteholders who, prior to such allocation, have validly tendered (or have given a firm indication to NN Group or any Dealer Manager that they intend to tender) their Notes pursuant to the Offer. Therefore, a Noteholder who wishes to subscribe for New Securities in addition to tendering its Notes for purchase pursuant to the Offer may be eligible to receive, at the sole and absolute discretion of NN Group, priority in the allocation of the New Securities, subject to the issue of the New Securities and such Noteholder making a separate application for the purchase of such New Securities to a Dealer Manager (in its capacity as a joint bookrunner of the issue of the New Securities). Please refer to the full launch announcement and the Tender Offer Memorandum for further information regarding the allocation of the New Securities.

Expected Timetable of Events (All times are CET)

The Offer commences today and the Expiration Deadline shall be 5.00 p.m. (CET) on Friday, 8 March 2024. The Maximum Acceptance Amount will be announced as soon as practicable after the pricing of the New Securities, which is expected to occur prior to the Expiration Deadline for the Offer on 8 March 2024. The result of the Offer will be announced as soon as reasonably practicable on Monday, 11 March 2024, with the Settlement Date expected to be on or around Wednesday, 13 March 2024 (subject to satisfaction or waiver of the Transaction Condition on or prior to such date).

Further Information

HSBC Continental Europe, J.P. Morgan SE, ABN AMRO Bank N.V., BNP Paribas, Citigroup Global Markets Europe AG, Goldman Sachs Bank Europe SE and Morgan Stanley Europe SE are acting as Dealer Managers for the Offer and Kroll Issuer Services Limited is acting as Tender Agent (Telephone: +44 (0)20 7704 0880, Attention: Owen Morris, Email: nngroup@is.kroll.com.

Koos Timmermans (1960, Dutch) has a strong background in the financial sector. He held various senior leadership roles at ING Groep N.V., including chief risk officer of the Executive Board (2007) and chief financial officer (2017). At ING, he was also responsible for the areas of sustainability, international relations and regulatory affairs.

Koos Timmermans is currently a member of the Supervisory Board of Post NL N.V., member of the Supervisory Board of Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (FMO), chair of the Supervisory Board of Havenbedrijf Rotterdam N.V., and member of the Supervisory Board of Stichting Koningin Wilhelmina Fonds voor de Nederlandse Kankerbestrijding (KWF).       

Further information will be included in the convocation for the 2024 AGM which will be available from 11 April 2024 at www.nn-group.com.

• Continued strong business performance with full-year operating capital generation (OCG) rising 13% (excluding the asset management business that was sold in 2022) to EUR 1.9 billion in 2023, exceeding 2025 target of EUR 1.8 billion ahead of plan
• Increased OCG target to EUR 1.9 billion and free cash flow target of EUR 1.6 billion in 2025
• NN Group Solvency II ratio remains robust at 197% from 201% at 30 June 2023; unit-linked settlement agreement and attractive longevity deals have reduced the risk profile of the balance sheet
• Consequently, 15% step-up of 2023 total dividend to EUR 3.20 per share; structural increase of annual share buyback programme to EUR 300 million
• Full-year operating result was EUR 2.5 billion; full-year net result was EUR 1.2 billion

Solid business performance across the group

• Record net inflows of EUR 2.3 billion at our defined contribution pension business in 2023
• Continued growth momentum in Europe with higher sales in Central and Eastern Europe, most notably strong value of new business in Czech Republic, Poland and Hungary, despite macroeconomic uncertainties
• Continued strong and favourable business performance in Netherlands Non-life; combined ratio of 92.6%
• Banking continued to benefit from higher interest result
• Value of new business was EUR 330 million in 2023 versus EUR 432 million in 2022, reflecting lower sales in Japan

Consistent execution of strategy; progress in customer satisfaction and responsible investment

• Customer satisfaction scores continue upward trend with International Insurance business scoring above market average NPS-r; refined strategy to accelerate our digital transformation
• Employee engagement at 7.8, showing resilience in competitive labour market
• Continued progress in responsible investment with EUR 10.8 billion total investments in climate solutions by the end of 2023 and a 10% reduction of greenhouse gas (GHG) emissions of our corporate investment portfolio versus 2021 levels 
   

Statement of David Knibbe, CEO

‘Today we are reporting strong results for the second half and full-year of 2023, driven by a solid performance despite the volatile macroeconomic and geopolitical environment. Full-year operating capital generation (OCG) rose 13% on a like-for-like basis to EUR 1.9 billion, exceeding our 2025 target of EUR 1.8 billion ahead of plan. This reflects increased contributions from Netherlands Non-life, Banking, the segment Other and Insurance Europe. Netherlands Non-life reported a continued strong and favourable business performance, while Insurance Europe and Banking benefitted from higher rates. This helped to offset a lower contribution from Netherlands Life which was mainly driven by the financial markets. While business growth is expected to return to normalised levels, we continue to expect underlying growth in the coming years. We have therefore increased our OCG target for 2025 to EUR 1.9 billion.

The strong results reflect the consistent execution of our strategy that focuses on our customers, employees and role in society. Customer satisfaction scores improved, driven by our customer engagement and digitalisation efforts. Our International business scored an above market average relational net promoter score, with strong underlying improvements in Belgium, Czech Republic, Japan and Poland. To further increase operational efficiencies and improve the customer experience in the coming years, we recently refined our strategy with a focus on accelerating our digital transformation through the use of data and artificial intelligence (AI).

We continued to support the transition towards a low-carbon economy. On the investment side, we invested a total amount of EUR 10.8 billion in climate solutions, such as certified green buildings and renewable energy. We also reported a 10% reduction of greenhouse gas emissions in our corporate investment portfolio, moving us towards our goal of a 25% reduction by 2025 versus 2021 levels. On the insurance side, our Dutch Non-life business increasingly focuses on offering sustainable damage repair to our customers. This means we offer repair instead of complete replacement, where possible using circular materials and implementing measures such as offering customers the opportunity to upgrade their windows with insulated glass.

We took important steps to further optimise and de-risk our balance sheet, with two attractive longevity reinsurance transactions in December 2023 and a final settlement agreement on unit-linked life insurance products at the start of 2024.

Our strong business performance and balance sheet give us confidence in further growing our free cash flow (FCF), resulting in an FCF target of EUR 1.6 billion by 2025. This enables a step up of the proposed final dividend to EUR 2.08 per share, bringing the total dividend for 2023 to EUR 3.20 per share, an increase of 15% compared to 2022. We also announce a structural increase of our annual share buyback programme to an amount of EUR 300 million. From this higher base, we confirm our commitment of a progressive dividend per share, an annual share buyback of at least EUR 300 million and additional excess capital to be returned to shareholders unless used for value-creating opportunities.

Looking ahead, we are well-positioned to continue creating sustainable long-term value for our stakeholders. We would like to thank our customers and shareholders for their ongoing trust and loyalty, and our colleagues for their commitment in servicing our customers and other stakeholders.’

Delivering on our strategic commitments

At NN, we help people care for what matters most to them. Our purpose reflects the kind of company we aspire to be: one that delivers sustainable long-term value for all stakeholders. Our ambition is to be an industry leader, known for our customer engagement, talented people, and contribution to society. To realise our ambition, we identified five strategic commitments, with all parts of our business contributing.

Customers and distribution – Improving our offering through new initiatives and partnerships

NN reached a final settlement with five interest groups regarding unit-linked insurance products sold in the Netherlands by Nationale-Nederlanden, including Delta Lloyd and ABN AMRO Levensverzekering. The settlement relates to all unit-linked insurance products of customers affiliated with one of the interest groups and is subject to a 90% acceptance rate of affiliated policyholders that have received an individual proposal for compensation. As part of the settlement, all pending (collective) proceedings with respect to unit-linked products against Nationale-Nederlanden will be discontinued once the settlement is executed, which is anticipated ultimately 30 June 2025. The settlement also includes that no new legal proceedings may be initiated by the interest groups or their affiliated parties. With this settlement we provide clarity to our customers and can finally resolve this issue. To cover the settlement costs, a provision of EUR 360 million was recognised in the fourth quarter of 2023. This includes EUR 60 million for hardship cases and customers unaffiliated with one of the interest groups who have not previously received compensation.

Across NN, we are focusing on improving our customers’ experience through the use of data and artificial intelligence (AI). Our Dutch brand OHRA uses a machine-learning model that automatically drafts email responses to customer claims, enabling faster claims payments. Across our international markets, we are using an AI-driven solution to personalise our product offering to existing customers and increase the effectiveness of tied agents in acquiring new customers. The solution has been implemented in Poland, Romania, Spain, Hungary and Greece.

As we continue to focus on improving and simplifying communications and interaction with our customers, NN Belgium introduced a pension passport, a physical booklet supported by a digital version. The tool summarises the Belgian state’s pension annual statement in plain language, which increases customers’ knowledge about their personal pension situation.

Improving customer engagement continues to be top priority, and we saw a continued upward trend of our relational net promoter scores (NPS-r), especially in Europe. On an aggregated level, the NPS of our Dutch business remained stable, scoring on par with market average, while our International business scored above market average for the first time, with strong underlying improvements in Belgium, Czech Republic, Japan and Poland.

Products and services – Meeting our customers’ needs with new protection products

As we aim to support the transition to a sustainable society, our Dutch Non-life business started a series of initiatives for sustainable damage repairs. For example, following a successful pilot, we now offer retail customers the opportunity to upgrade to better insulated glass as the new standard for our home insurances, enabling them to save on energy consumption and reduce carbon emissions. In addition, OHRA announced its intention to make sustainable damage repair the norm for its customers, aiming for at least 65% sustainable recovery of claims on home insurance policies.

We continued our efforts to meet customers’ evolving needs for protection. In Romania, we launched a critical illness insurance covering treatment abroad for cancer, cardiac surgery, neurosurgery and transplants. In Greece, we launched a health product to support customers in the case of hospitalisation, providing various allowances for hospital stay, surgery and home recuperation. The product is especially valuable for people living in small cities who do not have access to hospitals or the means to cover their hospital stay.  

People and organisation – empowering our people to be their best

In our semi-annual survey carried out in the second half of 2023, employee engagement was 7.8, reflecting a slight decrease of 0.1 compared with the mid-year 2023 results. The survey results indicate our colleagues feel they have the right resources and support to successfully work in a hybrid setup, they feel their work is valued, and they feel connected with our values: care, clear, commit. Collaboration between departments and process efficiency continue to be areas of improvement and management is taking actions to look into this and correct course at a team level.

With a rapidly evolving macroeconomic and technological landscape, we must ensure our skills match our strategic needs. In light of this, we announced a programme for senior management to build the data and digital capabilities needed for the future. The programme will be further rolled out in the coming years for the wider workforce.

Financial strength – improved results and strong capital position

Full-year OCG rose 13% on a like-for-like basis to EUR 1.9 billion in 2023, exceeding our 2025 target of EUR 1.8 billion ahead of plan. We upgraded our target for OCG to EUR 1.9 billion, whilst introducing an FCF target of EUR 1.6 billion in 2025.

We announced a step up of the proposed final dividend to EUR 2.08 per share, bringing the total dividend for 2023 to EUR 3.20 per share, an increase of 15% compared to 2022. We also announced a structural increase of our annual share buyback programme to an amount of EUR 300 million.

NN Life completed two transactions to transfer the full longevity risk associated with in total approximately EUR 13 billion of pension liabilities in the Netherlands. The deals have reduced NN’s exposure to longevity risk and thereby further strengthen NN’s capital position. The unit-linked settlement has also further reduced the risk profile of the balance sheet. At the end of December 2023, NN Group decided to inject EUR 1 billion into NN Life. The capital injection will cover for the unit-linked settlement provision whilst the remainder will be deployed according to NN Life’s strategic asset allocation over time.

The NN Group Solvency II ratio at the end of 2023 was robust at 197% and the NN Life Solvency II ratio was 196%.

Society – further progress in responsible investment

We continued to make further progress in our responsible investment strategy. By the end of 2023, we recorded total investments of EUR 10.8 billion in climate solutions such as certified green buildings and renewable energy. We also reported a 10% reduction of greenhouse gas emissions of our corporate investment portfolio, moving us towards our goal of a 25% reduction by 2025 versus 2021 levels. In the coming years, we will continue to focus on our long-term decarbonisation strategy through a combination of a best-in-class approach and engagement to encourage and support decarbonisation in the companies we invest in.

In recognition of our efforts, NN Group was ranked as one of the top performing insurers in a key benchmark for responsible investment in the Netherlands. The Association of Investors for Sustainable Development (VBDO) awarded NN an absolute score of 4.1 out of 5 points, a slight improvement from the previous benchmark.

With EUR 20 million of charitable contributions, we supported more than 165 partners and met our goal of contributing 1% of our operating result before tax to our communities in 2023. Our group-wide community investment programme supported the financial, physical and/ or mental well-being of 172,000 people in 2023 (401,000 cumulative 2022-2023), putting us on track to reach our strategic target of supporting 1 million people by the end of 2025.

For the seventh consecutive year, NN Group was included in the Dow Jones Sustainability World Index (DJSI World) for 2023. According to the benchmark, NN ranks amongst the top 10% of the insurance sector globally with regard to our sustainability performance. Overall, NN scored 70 (out of 100), with the insurance sector averaging a score of 31.

Press call

David Knibbe (CEO), Annemiek van Melick (CFO) and Bernhard Kaufmann (CRO) will host a press call to discuss the 2H23 results at 07:45 CET on Thursday 29 February 2024. Journalists can join the press call by registering via this link.

Analyst and investor call

David Knibbe (CEO), Annemiek van Melick (CFO) and Bernhard Kaufmann (CRO) will host an analyst and investor conference call to discuss the 2H23 results at 10:30 CET on Thursday 29 February 2024. Members of the investment community can follow the live audio webcast on www.nn-group.com.

Analysts can participate in the Q&A by registering according to the following instructions:

• Register for the conference call online via this link
• After registration, you will receive a confirmation email containing the dial-in number and personal PIN code
• Use these details to dial in to the conference call

NN Group today announces it has agreed on a settlement with interest groups Consumentenclaim, Woekerpolis.nl, Woekerpolisproces, Wakkerpolis and Consumentenbond regarding unit-linked insurance products sold in the Netherlands by Nationale-Nederlanden, including Delta Lloyd and ABN AMRO Levensverzekering. The total settlement entails an amount of approximately EUR 300 million.

‘The settlement is an important result for everyone involved in this long-standing industry issue,’ said David Knibbe, CEO of NN Group. ‘We have taken the criticism that certain products did not meet our customers’ expectations seriously, and therefore we are pleased to announce a final settlement with all interest groups. With this settlement we provide clarity to our customers and can finally resolve this issue. We will continue to focus on helping our customers care for what matters most to them.’

The settlement relates to all unit-linked insurance products of customers affiliated with one of the interest groups. All legal proceedings will be discontinued and no new legal proceedings may be initiated by the interest groups and affiliated parties.

Once all details relating to the execution of the settlement are finalised, customers will receive their individual proposal through their respective interest group. The agreement will be final once 90% of these customers agree with their proposal. NN expects this process to take until the end of 2024.

The settlement follows earlier measures taken by NN in the interest of customers for a total amount of approximately EUR 1 billion. These earlier measures were, for example, the Settlement Agreements in 2008.

Financial details

To cover the settlement costs, a provision of approximately EUR 360 million was recognised in the fourth quarter of 2023. This includes EUR 60 million for hardship cases and customers unaffiliated with one of the interest groups who have not previously received compensation. In addition, approximately EUR 20 million is available for these customers through the remainder of a provision recognised as part of the 2008 settlement. These customers can contact NN with questions via +31 (070) 513 91 67 or www.nn.nl/schikkingsovereenkomst.

At the end of December 2023, NN Group decided to inject EUR 1 billion into its subsidiary NN Life. The injection will cover for the provision whilst the remainder will be deployed according to NN Life’s strategic asset allocation over time. As such, the lower organic capital generation due to the longevity transactions announced on 19 December 2023 can partly be compensated. Following the capital injection, the cash capital position of NN Group at the end of December 2023 was approximately EUR 1 billion, comfortably within the range of between EUR 0.5 and EUR 1.5 billion.

NN Group is comfortable with its capital position following the settlement announced today, the attractive longevity deals and the optimisation of the use of capital within the group. As a result, for 2023 NN Group plans for an increased double digit percentage step-up of the dividend per share versus 2022. From this higher base, management reconfirms its commitment of a progressive dividend per share level, an annual share buyback of at least EUR 250 million and additional excess capital to be returned to shareholders unless used for value-creating opportunities.

At the end of September 2023, the unaudited Solvency II ratios for NN Group and NN Life were approximately 205% and 187%, respectively. The provision for the settlement announced today will have an impact on the Solvency II ratios of NN Group of approximately 3 percentage points and on NN Life of approximately 5 percentage points. For NN Life’s Solvency II ratio, the capital injection will add approximately 19 percentage points.

As indicated in the press release of 19 December 2023, the longevity transactions are expected to increase NN Group’s Solvency II ratio by approximately 8 percentage points and NN Life’s Solvency II ratio by approximately 17 percentage points.

We reiterate that the Solvency II ratios of NN Group and NN Life are sensitive to market movements, for which NN has provided sensitivities in the analyst presentation for the results for the first half of 2023. Market movements since the end of September 2023 are expected to have an adverse impact on the Solvency II ratios of NN Group and NN Life, most notably due to the widening of the mortgage margin. For the Solvency II ratio of NN Group, we expect the negative effects from markets and the settlement to be only partly offset by the longevity transactions. For NN Life, based on preliminary insights based on sensitivities, we expect the Solvency II ratio to land in a range around the unaudited Solvency II ratio as per the end of September 2023.

The transactions cover the longevity risk of approximately 300 thousand policies and have been entered into with an insurance subsidiary of Prudential Financial, Inc.[i] and with Swiss Re. The risk transfer will become effective as of 31 December 2023, and the reinsurance agreements will continue until the portfolio has run off. The reinsurance deals have no impact on the services and guarantees that NN provides to its policyholders.

'The capital uplift and economics from these transactions are very attractive compared to the limited impact on operating capital generation. It underscores our efforts to continually look for value creating opportunities, reduce longevity risk in the Dutch market, and actively manage our balance sheet,' said David Knibbe, CEO of NN Group.

At the end of September 2023, the unaudited Solvency II ratios for NN Group and NN Life were approximately 205% and 187%, respectively. The longevity transactions will result in an upfront capital benefit and are expected to increase the NN Group Solvency II ratio by approximately 8%-points, and NN Life’s Solvency II ratio by approximately 17%-points, based on the balance sheet and markets per the end of September 2023. The lower risk profile resulting from the longevity transactions will lead to a limited decrease in the operating capital generation for the first five years in the range of EUR 30-35 million per year. In the following years, this negative impact will decrease over time in line with the run-off of the portfolio.

The Solvency II ratios of NN Group and NN Life are sensitive to market movements for which NN has provided sensitivities in the analyst presentation for the results for the first half of 2023. Since the 1H23 disclosure, market movements have had an adverse impact on the Solvency II ratios of NN Group and NN Life, most notably due to the widening of the mortgage margin.

[i] Prudential Financial, Inc. of the United States is not affiliated in any manner with Prudential plc, incorporated in the United Kingdom or with Prudential Assurance Company, a subsidiary of M&G plc, incorporated in the United Kingdom.

Contrary to the judgment of the District Court in Rotterdam, the Court of Appeal concluded, in its interim judgment, amongst others, that there is no contractual basis for certain costs and the amount of deductions, because in the Court’s opinion, NN should have provided more information. Furthermore, the Court considered two provisions in the policy conditions relating to cost deductions to be unfair.

NN believes the interim judgment misinterprets the law and societal views applicable at the time the unit-linked insurances were sold.

In addition, NN is of the opinion that the Court of Appeal’s interim judgment is not in line with the judgment of the European Court of Justice of 29 April 2015 and the preliminary judgment of the Dutch Supreme Court of 11 February 2022.

NN will bring an appeal in cassation to the Dutch Supreme Court.

This interim judgment does not change earlier statements and conclusions disclosed by NN Group in relation to unit-linked insurances. As stated before, although the financial consequences could be substantial for NN Group's Dutch insurance operations and, as a result, may have a material adverse effect, it is not possible to reliably estimate or quantify NN Group’s overall exposures at this time.

This interim judgment does not create an obligation to compensate members of Woekerpolis.nl or other customers with a unit-linked insurance.

In the meantime, NN will continue to approach customers to encourage them to carefully assess their unit-linked insurance. Where possible, we inform customers of the potential financial difference between the projected value of their policy and the targeted capital. We also give them an overview of possible improvements of their policy. Customers can switch to another product or change their insurance free of charge.

We encourage our customers to regularly visit NN’s website. Customers who have questions about their unit-linked insurances are invited to visit https://www.nn.nl/Particulier/Verzekeren/Levensverzekering/Ik-heb-een-beleggingsverzekering.htm, where they can find a list of frequently asked questions and their answers. This site provides answers to frequently asked questions regarding unit-linked insurances and details the option for customers to manage their personal situation.

Court of Appeals Interim Judgment [Link]

Shareholders who have elected to receive the interim dividend in shares will receive one NN Group N.V. ordinary share for every 32.37 ordinary shares held. The stock fraction is based on the volume-weighted average price of EUR 36.2513 for NN Group shares on Euronext Amsterdam for the five trading days from 12 September 2023 up to and including 18 September 2023. Any remaining stock fractions will be paid in cash. The stock and cash dividend are approximately equal in value. For shareholders that have not made a choice during the election period, the dividend will be paid in cash. 

Shareholders representing approximately 47.2% of the outstanding number of shares have elected to receive the interim dividend in ordinary shares. Consequently, 4,028,308 ordinary shares will be delivered from NN Group treasury shares.  

NN Group will neutralise the dilutive effect of the stock dividend through the repurchase of ordinary shares for a total amount of EUR 146 million, equivalent to the value of the stock dividend. These share buybacks will be executed by financial intermediaries under a share buyback programme which is expected to end no later than 29 November 2023. The shares will be repurchased at a price that does not exceed the last independent trade or the highest current independent bid on the relevant trading platform. The share buyback programme will be executed within the limitations of the existing authority granted by the General Meeting on 2 June 2023, and will be performed in compliance with the safe harbour provisions for share buybacks. NN Group intends to cancel any repurchased NN Group shares under the programme unless used to cover obligations under share-based remuneration arrangements or to deliver stock dividend.    

This programme is in addition to the existing share buyback programme for a total amount of EUR 250 million that was announced on 16 February 2023. NN Group reports on the progress of the share buyback programmes on its corporate website on a weekly basis. 

Payment of the dividend in cash, after deduction of withholding tax if applicable, or payment of the dividend in the form of ordinary shares, as well as settlement of fractions in cash will take place on 25 September 2023.  

For further information: dividend policy and dividend history 

• Operating capital generation (OCG) showed a year-on-year increase of 14.8% to EUR 997 million in the first half of 2023 on a like-for-like basis, reflecting higher contributions from Netherlands Non-life, Insurance Europe and Banking; underscoring the strength of our diversified portfolio of businesses
• NN Group Solvency II ratio increased to 201% from 197% at 31 December 2022, mainly driven by strong OCG, partly offset by capital flows to shareholders
• Committed to capital return policy of a progressive dividend per share and annual share buyback of at least EUR 250 million; 2023 interim dividend of EUR 1.12 per ordinary share
• Updated combined ratio guidance to 91-93% from 93-95% at Netherlands Non-life in 2025 to reflect the discounting effects arising from the move to IFRS 17 accounting standards as well as continued strong business performance
• Operating result increased by 24.5% to EUR 1.40 billion from EUR 1.12 billion in the first half of 2022, reflecting improved results across most segments. The net result in the first half of 2023 was EUR 0.6 billion. As of this reporting period results are based on IFRS 9 and IFRS 17; all comparative results have been restated

Solid business performance despite volatile macroeconomic environment

• Strong net inflows of EUR 1.3 billion at our Defined Contribution pension business in the Netherlands; up from EUR 0.9 billion in the first half of 2023
• Commercial momentum at Insurance Europe continued, driven by higher sales and benefitting from the acquired MetLife businesses
• Strong combined ratio of 90.1% at Netherlands Non-life; Banking benefited from higher interest result
• Value of new business (VNB) was EUR 195 million, down from EUR 257 million in the first half of 2022, mainly driven by lower sales and negative currency impact at Japan Life

Good progress on execution of strategy focused on customers, people and society

• Customer satisfaction scores in European markets showing upward trend; Dutch and International Insurance businesses on par with market average, supported by digitalisation and artificial intelligence (AI)
• Employee engagement remains high at 7.9, reflecting our efforts to further develop an attractive and inclusive workplace in a tight labour market
• Continued progress on our sustainability efforts, with EUR 9 billion total investments in climate solutions; disclosure of first interim net-zero targets for our mortgage and insurance underwriting portfolios

Statement of David Knibbe, CEO

‘Today we are reporting strong results for the first half of 2023 and good progress on our strategic and financial targets, underscoring the strength of our diversified portfolio of businesses in this uncertain macroeconomic environment. Operating capital generation (OCG) rose 14.8% to EUR 997 million compared with the first half of 2022, excluding the impact of the sale of our asset management business in April 2022. This reflects strong business performances from Netherlands Non-life, Insurance Europe and Banking, more than offsetting a decrease in OCG at Netherlands Life mainly due to adverse financial markets. Our capital position remains resilient, and we continue to be comfortable with the high quality of our investment portfolio.

Our commercial performance was solid across our businesses. Netherlands Life realised net inflows of EUR 1.3 billion at its Defined Contribution pension business, a significant increase compared with EUR 0.9 billion in the first half of 2022, reflecting our strong position in the Dutch pension market. Netherlands Non-life reported a strongly improved combined ratio of 90.1%, benefitting from a favourable claims experience supported by benign weather, as well as higher interest rates. Commercial momentum at Insurance Europe continued, as reflected by higher sales across the region despite inflationary pressures in many of our markets.

We continued to make progress on our strategy focused on customers, our talented people and our contribution to society. We became one of the first companies to work with ChatGPT in our own secure environment as part of our focus to enhance our digital capabilities to further improve the customer experience. The technology is currently being used in our call centres and more than 4,000 colleagues have access to the tool, partly to identify further opportunities for application across our business. In the Netherlands, we are intensifying efforts to help our customers navigate the changes in the pension market following the adoption of the pension reform by the Dutch Senate in May. Throughout our European markets, we are stepping up efforts to respond to the rise in mental health problems with additional products and services. From July onwards, we have been supporting customers faced with damages caused by the extreme weather this summer.

We are pleased with the continued high engagement levels of our people, as reflected by an employee engagement score of 7.9, unchanged from the end of 2022. This demonstrates our focus on building an attractive and inclusive workplace in a tight labour market, for example by supporting our colleagues’ well-being and offering opportunities to grow. We continue to make progress on embedding sustainability into everything we do. We launched a EUR 300 million investment fund for infrastructure climate solutions, we further tightened our stance on proprietary investments in the oil and gas sector, and this summer we published our first interim net-zero targets for our residential mortgages and insurance underwriting portfolios.

With these results, we remain well on track to deliver on our ambitious strategic and financial targets for 2025 despite the ongoing macroeconomic challenges. We would like to thank our customers, our people and our shareholders for their continued trust and commitment.’

Delivering on our strategic commitments

At NN, we help people care for what matters most to them. Our purpose reflects the kind of company we aspire to be: a company that delivers long-term value for all stakeholders. Our ambition is to be an industry leader, known for our customer engagement, talented people, and contribution to society. To realise our ambition, we identified five strategic commitments, with all parts of our business contributing.

Customers and distribution – Improving our offering through new initiatives and partnerships

We want our colleagues to focus on helping our customers as much as possible. To this end, in the Netherlands we are deploying generative artificial intelligence (AI) across our call centres. Through automated call logging, agents get an automatic summary of their conversations with customers within seconds after the calls end, saving them time to focus on helping our customers. The tool was first implemented at a call centre at our banking business and will be rolled out to other call centres in the coming months.

As we continue to strengthen our distribution network across our European markets, NN Czech Republic entered into a seven-year exclusive partnership with MONETA Money Bank for the distribution of its life insurance and pension savings products to Moneta’s customers. Through the cooperation, the bank’s customers can purchase NN products both at Moneta’s branches and through the bank’s online portals. Additionally, NN Slovakia started a partnership with Slovenská sporiteľňa, the country’s largest bank, offering its customers NN life insurance and a new risk insurance product.

We have a strong focus on customer engagement. We continue to enhance the customer experience we offer, and continue to improve our position compared to the market. We measure our customer engagement based on Net Promoter Scores (NPS-r), amongst other metrics. Based on the latest scores, our Dutch and International business units score on par with market average NPS-r, with many of our European businesses showing an upward trend.

Products and services – Meeting our customers’ needs with new protection and health products

We continued our efforts to meet customers’ evolving needs for protection. For example, across our markets we have been responding to the rise in mental health problems in Europe. To support the mental well-being of the self-employed, NN Belgium introduced preventive services as an add-on to its disability insurance. The service includes psychological support counselling, life coaching and a mindfulness programme for stress prevention. Our Polish business was amongst the first insurers to include psychological and psychiatric support for mental disorders, as an add-on to its group life insurance. The product can be extended to cover employees’ families. In the Netherlands, we are exploring work absenteeism in relation to mental health. In June, Nationale-Nederlanden published its third trend report showing a 5.6% work absenteeism rate in 2022, which is driven in part by psychological issues. Nationale-Nederlanden is providing solutions to increase the focus on employees’ mental health. For example, in addition to our occupational health and safety services, we offer a prevention package which helps employers and employees prevent absenteeism.

In preparation for the new Dutch pension legislation, which has been in effect since 1 July 2023, Nationale-Nederlanden and BeFrank, our online pension administrator, organised sessions to educate advisors on the legislation changes and their impact on customers. We have developed a digital tool that gives an indication of the financial consequences of the new Dutch pension legislation for employers. Advisors can also use the tool for pension schemes from other providers.

In Greece, following the legal merger of former MetLife and NN Hellas, we launched an investment product which combines the best features of both companies’ products. The product offers a range of investment options, including sustainable options that promote environmental and/or social characteristics and at the same time protection to the customer and their family in case of an accident.

People and organisation – Initiatives supporting a diverse workplace and our people’s well-being

We continued our efforts to become a more diverse and inclusive workplace. Colleagues representing all NN markets visited Rotterdam Pride, of which we are the main partner, combining their attendance with a two-day training session on LGBTI+ topics. We launched an international D&I network, while in Spain, we organised volunteer activities with people with an intellectual disability. NN Turkey is amongst the signatories of the UN Women's Empowerment Principles (WEPs), committing to support gender equality. NN Life Japan sponsored the launch of the Japanese community of Women In Tech, an international organisation that aims to close the gender gap and help women embrace technology. As part of our focus on hiring and retaining tech talent, NN Life Japan established a Technology Operations Centre in the tech hub of Fukuoka city. The centre will be equipped with personnel to ensure business continuity in the event of a disaster impacting our Tokyo office.

To support our employees’ well-being, we introduced the Personal Health Check in the Netherlands. By completing the Personal Health Check, colleagues gain insights into their lifestyle, blood pressure, cholesterol, work stress and more. They receive a personal health report with their risk assessment and recommendations on how to improve their health.

In the semi-annual survey carried out in the first half of 2023, NN employees’ engagement remained high at 7.9 (stable compared to the second half of 2022). The results show that colleagues feel that there is a good match between the values of NN and their own, that they receive the right support to work in a hybrid setup, and that their work is valued. We continue to focus on process efficiency and collaboration between departments, which remain improvement areas.

All ten business units within NN International Insurance were certified as Top Employer for the fifth time. For the first time, NN Group was included in the Top 10 ranking companies in Europe, as a result of having more than five business units certified as Top Employer in Europe with a high aggregated score.

Financial strength – Strong results and resilient balance sheet

We aim to maintain a strong balance sheet and generate attractive financial returns for shareholders. Operating capital generation (OCG) showed a year-on-year increase of 14.8% to EUR 997 million in the first half of 2023 on a like-for-like basis. Our Solvency II ratio increased to 201% from 197% at 31 December 2022, mainly driven by strong OCG, partly offset by capital flows to shareholders.

We successfully conducted a liability management transaction to proactively address part of the subordinated notes due for refinancing for 2024. We issued EUR 1 billion of dated green subordinated notes on 3 May 2023 to repurchase subordinated notes for the same amount. We continue to have ample financial flexibility given our remaining tiering capacity and low financial leverage ratio.

Society – Investing in climate solutions and our communities

In July, we published our updated Climate Action Plan which describes the steps we are taking towards net-zero greenhouse gas (GHG) emissions by 2050. For example, we further tightened our stance on proprietary investments in the oil and gas sector to also include conventional oil and gas activities. New investments in the sector will be directed only to companies that take adequate action to align their business strategies with the Paris Agreement. We also included interim targets for our residential mortgages and insurance underwriting portfolios.

In February, we announced the launch of a EUR 300 million investment fund for infrastructure climate solutions, together with Rivage Investment. The fund finances infrastructure assets aimed at addressing climate change, focusing on wind, solar, hydro, batteries and energy management solutions.

We continued to invest in our communities to support people’s financial, physical and/or mental well-being. We organised our annual company-wide volunteer week with 3,215 colleagues participating, reaching more than 9,330 people and supporting 35 charities. On a local level, NN Romania launched the first scholarship fund in the country to support the education of students who want to start their own business, but have limited financial means. In partnership with a local organisation, NN increased students’ chances to become entrepreneurs through scholarships amounting over EUR 200,000.

As part of our commitment to promoting people’s health and financial well-being through physical activity, NN has been the proud sponsor of the NN Marathon Rotterdam since 2015. This year, we partnered with the Youth Education Fund to offer primary school children and coaches from vulnerable neighbourhoods the opportunity to participate in the NN Kids Run. In Poland, Nationale-Nederlanden became the title sponsor of the Warsaw Marathon. The partnership aims to encourage citizens to focus on their well-being. During the marathon, runners and visitors had free access to medical tests in the NN area.

Press call

David Knibbe (CEO), Annemiek van Melick (CFO) and Bernhard Kaufmann (CRO) will host a press call to discuss the 1H23 results at 07:45 CET on Tuesday, 29 August 2023. Journalists can join the press call by registering via this link.

Analyst and investor call

David Knibbe (CEO), Annemiek van Melick (CFO) and Bernhard Kaufmann (CRO) will host an analyst and investor conference call to discuss the 1H23 results at 10:00 CET on Tuesday, 29 August 2023. Members of the investment community can follow the live audio webcast on NN Group - Investors (nn-group.com).

Analysts can participate in the Q&A by registering according to the following instructions:

• Register for the conference call online via this link
• After registration, you will receive a confirmation e-mail containing the dial-in number and personal PIN code
• Use these details to dial in to the conference call

Financial calendar

• Publication 2H23 results: 29 February 2024

Additional information on www.nn-group.com

• NN Group 1H23 Financial Supplement, NN Group 1H23 Analyst Presentation, NN Group Company Profile and NN Group ESG presentation
• NN Group 30 June 2023 Condensed consolidated interim financial information

Frank Eijsink (1973, Dutch) has 20 years of international leadership experience and business know-how in insurance and finance. He joined ING in 2003 as Principal Corporate Strategist and since then has held various senior leadership positions, including Head of Finance Strategy at NN Insurance Europe, CEO of NN Hayat ve Emeklilik in Turkey, CEO of NN Life Japan, and since February 2022, CEO of NN Life Belgium. He has a proven track record of successful strategy execution, business growth and digital transformation.

David Knibbe, CEO of NN Group: ‘We are pleased to have found a strong successor for Fabian from within NN, testament to the talent we have in the company. Over the past years, Frank has made a significant contribution in different parts of NN. His in-depth knowledge of insurance, coupled with his values-based leadership skills, international experience and focus on digitalisation, will be pivotal in further strengthening the growth of NN Insurance Europe.’

Shareholders who have elected to receive the final dividend in shares will receive one NN Group N.V. ordinary share for every 18.08 ordinary shares held. The stock fraction is based on the volume-weighted average price of EUR 32.3638 for NN Group shares on Euronext Amsterdam for the five trading days from 16 June 2023 up to and including 22 June 2023. Any remaining stock fractions will be paid in cash. The stock and cash dividend are approximately equal in value. For shareholders that have not made a choice during the election period, the dividend will be paid in cash. 

Shareholders representing approximately 47.71% of the outstanding number of shares have elected to receive the final dividend in ordinary shares. Consequently, 7,289,612 ordinary shares will be delivered from NN Group treasury shares.   

NN Group will neutralise the dilutive effect of the stock dividend through the repurchase of ordinary shares for a total amount of EUR 235 million, equivalent to the value of the stock dividend. These share buybacks will be executed by financial intermediaries under a share buyback programme which is expected to end no later than 25 August 2023. The shares will be repurchased at a price that does not exceed the last independent trade or the highest current independent bid on the relevant trading platform. The share buyback programme will be executed within the limitations of the existing authority granted by the General Meeting on 2 June 2023, and will be performed in compliance with the safe harbour provisions for share buybacks. NN Group intends to cancel any repurchased NN Group shares under the programme unless used to cover obligations under share-based remuneration arrangements or to deliver stock dividend.    

This programme is in addition to the existing share buyback programme for a total amount of EUR 250 million that was announced on 16 February 2023. NN Group reports on the progress of the share buyback programmes on its corporate website on a weekly basis. 

Payment of the dividend in cash, after deduction of withholding tax if applicable, or payment of the dividend in the form of ordinary shares, as well as settlement of fractions in cash will take place on 29 June 2023.   

For further information: dividend policy and dividend history 

As per the close of the AGM, David Knibbe has been reappointed as member of the Executive Board, Chief Executive Officer and chair of the Executive Board and Management Board after notification to the General Meeting. Pauline van der Meer Mohr has been appointed as vice-chair of the Supervisory Board. In this role, she succeeds Hélène Vletter-van Dort who stepped down as per the close of the AGM, after having served two terms as a member of the Supervisory Board.

For further information: nn-group.com

NN Group today announces the final results of its invitations made to the holders of its outstanding EUR 1,000,000,000 Fixed to Floating Rate Subordinated Notes due 2044 (ISIN: XS1054522922) (the “NC24 T2 Notes”) and EUR 750,000,000 Fixed to Floating Rate Undated Subordinated Notes (ISIN: XS1076781589) (the “NC24 T1 Notes” and together with the NC24 T2 Notes, the “Notes”) to tender their Notes for purchase by NN Group for cash (each such invitation an "Offer" and together the "Offers").

The Offers were announced on 25 April 2023, and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 25 April 2023 (the “Tender Offer Memorandum”) prepared by NN Group. The Expiration Deadline for the Offers was 5.00 p.m. (CEST) on 3 May 2023. NN Group hereby announces the results of the Offers. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Results of the Offers

NN Group hereby announces that it will accept for purchase in accordance with the terms and subject to the conditions (including the Transaction Condition) set out in the Tender Offer Memorandum and at the relevant Purchase Price, Notes validly tendered pursuant to the Offers on a pro rata basis, in an aggregate nominal amount of EUR 999,999,000. NN Group further announces that the aggregate nominal amount of each Series validly accepted for purchase (each a “Series Acceptance Amount”) and the applicable pro-ration factor for such Series is set out in the table below. 

Notes purchased by NN Group pursuant to the Offers will be cancelled by NN Group and will not be re-issued or re-sold. Notes which have not been validly submitted or validly submitted but not accepted for purchase pursuant to the Offers will remain outstanding.

Subject to the satisfaction or waiver of the Transaction Condition on or prior to such date, payment of the Purchase Price and Accrued Interest in respect of the Notes accepted for purchase by NN Group will occur on the Settlement Date for the Offers which is expected to be on or around 9 May 2023.

BNP Paribas, Deutsche Bank Aktiengesellschaft, HSBC Continental Europe, ING Bank N.V., J.P. Morgan SE, NATIXIS are acting as Dealer Managers for the Offers and Kroll Issuer Services Limited is acting as Tender Agent (Telephone: +44 (0)20 7704 0880, Attention: Owen Morris, Email: nngroup@is.kroll.com, Website: https://deals.is.kroll.com/nngroup).

NN Group today announces, with reference to the tender offers (as described in the tender offer memorandum dated 25 April 2023 (the “Tender Offer Memorandum”)) in respect of: (i) the EUR 1 billion Fixed to Floating Rate Subordinated Notes due 2044 (ISIN: XS1054522922) issued by NN Group N.V. (the “NC24 T2 Notes”) and (ii) the EUR 750 million Fixed to Floating Rate Undated Subordinated Notes (ISIN: XS1076781589) issued by NN Group N.V. (the “NC24 T1 Notes” and, together with the NC24 T2 Notes, the “Notes”) (each such invitation an “Offer”, and together the “Offers”) that, following the pricing of the New Notes to be issued by NN Group, the Maximum Acceptance Amount in respect of the Offers is EUR 1 billion in aggregate nominal amount of Notes.

NN Group reserves the right, in its sole and absolute discretion and for any reason, to increase or decrease the Maximum Acceptance Amount. NN Group will announce the final Series Acceptance Amounts as soon as reasonably practicable on 4 May 2023.

The Offers commenced on 25 April 2023 and will expire at 5 p.m. (CEST) on 3 May 2023. Subject to the satisfaction or waiver of the Transaction Condition on or prior to such date, settlement is expected to take place on 9 May 2023.

The Offers are being made on the terms and subject to the conditions contained in the Tender Offer Memorandum and this announcement should be read in conjunction with the Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from Kroll Issuer Services Limited acting as Tender Agent (Telephone: +44 (0)20 7704 0880, Attention: Owen Morris, Email: nngroup@is.kroll.com, Website: https://deals.is.kroll.com/nngroup).