Legal structure

NN Group N.V. is a publicly-listed company that is the holding company of various insurance and investment management companies around the world. NN Group N.V. itself is not an actual insurance company.

NN Group N.V. is regulated by the Dutch Central Bank (De Nederlandsche Bank) (DNB). DNB focuses on prudential supervision (the health of financial institutions) and is part of the European System of Central Banks (ESCB). The other Dutch financial sector supervisor, the Dutch Authority for Financial Markets (Autoriteit Financiële Markten) (AFM) is responsible for conduct of business supervision, i.e. assessing the behavior of players in the Dutch financial markets.

Articles of Association

The Articles of Association of NN Group N.V., with its registered office in Amsterdam and registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under no. 52387534, have most recently been amended by a deed executed on 28 May 2020 before M.A.J. Cremers, civil-law notary in Amsterdam.

download the Articles of Association of NN Group N.V.

Relationship agreement RRJ Capital II Ltd

On 19 December 2016, RRJ Capital II Ltd (‘RRJ’), its owners and certain associated companies, received a Declaration of No Objection (‘DNO’) from the Dutch Central Bank (‘DNB’), as referred to in section 3:95 of the Dutch Financial Supervision Act (‘WfT’), to hold an interest in NN Group not exceeding 12.5% of the issued share capital of NN Group. On the date the DNO was issued by DNB, RRJ held an interest of 10.26% in the issued share capital of NN Group.

RRJ and NN Group have entered into a relationship agreement which reflects the above. This relationship agreement was signed on 3 October 2016 and has a term of four years. Prior to the expiry of this agreement, NN Group and RRJ will discuss its potential continuation in good faith. RRJ intends to be a long-term shareholder in NN Group and has expressed its continuous support and confidence in NN Group’s strategy and management.

As of 23 May 2017, RRJ’s interest has been reduced to below 10% as a result of which the DNO, in view whereof the relationship agreement was concluded, has expired by law. If at any time in the future RRJ would consider crossing the 10% threshold again, a new DNO would be required.

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