NN Group announces today that its shareholder ING Group intends to sell approximately 33 million ordinary shares in NN Group. NN Group will not be issuing or selling shares as part of this transaction, and will not receive any proceeds from the offering. The transaction reduces ING Group's stake in NN Group from 25.8% to 16.2% of outstanding shares (net of treasury shares).

The shares will be offered by way of an accelerated book building offering to institutional investors. The price per share and the final number of shares sold will be determined at the conclusion of the offering and will be announced in a separate press release.

As part of this transaction, NN Group has committed to repurchase NN Group ordinary shares from ING Group by placing an order in the book for an aggregate amount of EUR 250 million, which ING Group has agreed to fully allocate.

The share repurchase is subject to the satisfaction or NN Group's waiver of a number of conditions. These conditions include the successful completion of the offering, a minimum offering size and a purchase price not exceeding today's closing price of NN Group's ordinary shares. NN Group expects to fund the share repurchase from the cash capital position at the holding company. The share repurchase is estimated to reduce NN Group's Solvency II ratio of 247% at 30 September 2015 to 242% on a pro-forma basis. NN Group intends to cancel all or part of the repurchased shares in due course.

The share repurchase is in line with NN Group's previously announced dividend policy, which states that capital generated in excess of NN Group's capital ambition is expected to be returned to shareholders unless it can be used for any other appropriate corporate purposes, including investments in value creating corporate opportunities. NN Group is committed to distributing excess capital in a form which is most appropriate and efficient for shareholders at that specific point in time, such as special dividends or share buy backs which may include a repurchase of part of ING Group's shareholding in NN Group.

The book is open with immediate effect and is expected to close by 17.30 CET on 6 January 2016, although ING Group reserves the right to close the book before then at short notice. The transaction is expected to settle on 8 January 2016.

As of the settlement date of the offering, the remaining shares in NN Group held by ING Group will be subject to a lock-up period of 60 days (subject to certain exceptions and the Joint Book Runners' right to waive the lock up restrictions).

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 EC restructuring agreement, ultimately by the end of 2016. In this context, ING Group sold shares of NN Group through an initial public offering in July 2014 and follow-on offerings in February 2015, May 2015 and September 2015.

ING reduces stake in NN Group to 16.2%

NN Group repurchases shares from ING for an aggregate amount of EUR 250 million
NN Group announces today that ING Group has agreed to sell 33 million shares of NN Group at a price of EUR 31.00 per share. The transaction reduces ING Group's stake in NN Group from 25.8% to 16.2% of outstanding shares (net of treasury shares). NN Group will not receive any proceeds from the offering.

The shares were offered by way of an accelerated book building offering to institutional investors. As part of this transaction, NN Group repurchased 8 million ordinary shares from ING Group at EUR 31.00 per share for a total amount of EUR 250 million.

NN Group will fund the share repurchase from the cash capital position at the holding company. The share repurchase is estimated to reduce NN Group's Solvency II ratio of 247% at 30 September 2015 to 242% on a pro-forma basis. NN Group intends to cancel all or part of the repurchased shares in due course.

As of the settlement of the transaction, the remaining shares in NN Group held by ING Group will be subject to a lock-up period of 60 days (subject to certain customary exceptions). The transaction is expected to settle on 8 January 2016.

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 EC restructuring agreement ultimately by the end of 2016. In this context, ING Group sold shares of NN Group through an initial public offering in July 2014 and follow-on offerings in February 2015, May 2015 and September 2015.