NN Group nominates new Supervisory Board members

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Algemeen advies 25/08/2015 08:54
- NN Group announces EGM to be held on 6 October 2015
The Supervisory Board of NN Group N.V. has nominated Hélène Vletter-van Dort, Dick Harryvan and Robert Jenkins as new members of NN Group's Supervisory Board. These nominations have been made in anticipation of a further reduction of ING Group's shareholding in NN Group. This is in line with ING Group's intention to divest its remaining shareholding in NN Group over time.

In line with the Relationship Agreement between NN Group and ING Group of 10 June 2014, ING is entitled to have two members in the Supervisory Board of NN Group when ING's shareholding in NN Group falls below 35%. ING's entitlement to have members in the Supervisory Board of NN Group lapses when ING's shareholding in NN Group drops below 15%.

Members of the Supervisory Board are appointed by NN Group's shareholders. For this purpose, an Extraordinary General Meeting of Shareholders (EGM) will be held on 6 October 2015. The appointment of Hélène Vletter-van Dort to NN Group's Supervisory Board will become effective as of the date of the EGM or as soon as ING Group's shareholding in NN Group drops below 35%, whichever occurs later in time. The appointments of Dick Harryvan and Robert Jenkins will become effective as of the date of the EGM or as soon as ING Group's shareholding in NN Group drops below 15%, whichever occurs later in time.

The nomination of Hélène Vletter-van Dort has been recommended by the Works Council of NN Group. The proposed appointments of Hélène Vletter-van Dort, Dick Harryvan and Robert Jenkins as members of NN Group's Supervisory Board have been approved by the Dutch Central Bank (DNB).

The convocation of the EGM, including the agenda, an explanation of the agenda items and instructions for attending the meeting are available on NN Group's website www.nn-group.com/egm.

The meeting will be held on 6 October 2015, 16.00 CET, at NN Group's office at Prinses Beatrixlaan 35, 2595 AK The Hague, the Netherlands. Shareholders can register for the meeting as of 9 September 2015, 8.00 CET and no later than 29 September 2015, 17.00 CET.

Hélène Vletter-van Dort
Hélène Vletter-van Dort (50, Dutch) is a professor of financial law, governance and securities law, as well as an advisor to the boards of various companies, including companies in the financial sector. She currently holds several teaching and research positions, including as a professor at the Erasmus School of Law, the New York University and the University of Groningen. She is also a member of the Dutch Corporate Governance Code Monitoring Committee and chairperson of the board of Intertrust Investmentco B.V. Former positions include member of the supervisory board of the Dutch Central Bank, member of the board of the Netherlands Association of Securities Holders (VEB) and judge at the Enterprise Chamber of the Amsterdam Court of Appeal.

Dick Harryvan
Dick Harryvan (62, Dutch) currently holds several non-executive positions, including member of the advisory board of Gulf Bank and of OMFIF (an independent research group), member of the supervisory board of ANWB B.V. and of ING DiBa and partner at fintech fund Orange Growth Capital. Dick Harryvan is a former member of the executive board of ING Group and former chief executive officer of ING Direct. Other former positions include co-chairman of the International Academy of Retail Banking and non-executive director of Voya Financial Inc. Dick Harryvan has an extensive background in the international insurance sector with several functions held at Nationale-Nederlanden, The Halifax Insurance Companies and Peerless Insurance Co.

Robert Jenkins
Robert Jenkins (64, US citizen) has an extensive background in asset management. He started his career in the Citigroup trading and sales organisation, where he held several positions in various countries. After Citigroup, he joined Credit Suisse and then F&C Asset Management. He also held the position of CEO F&C Group. Most recently, he was an external member of the interim Financial Policy Committee (FPC) at the Bank of England. Robert Jenkins is currently adjunct professor of Finance and chairman of the AQR Asset Management Institute at London Business School and he regularly contributes to the Financial Times.

ING has previously announced that it intends to divest its remaining stake in NN Group over time, in line with its strategy to divest all of its insurance and investment management businesses as part of the restructuring agreement with the European Commission, ultimately by the end of 2016. ING Group's stake in NN Group is currently 37.6% of outstanding shares (net of treasury shares).






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