Expert Corporate Governance Service (ECGS)
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NN Group - AGM 29 May 2019

In general, NN Group is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 8, the executive board seeks approval to issue contingent convertible securities (commonly known as Coco's). Although NN Group clearly justified its interest in the authority requested, the maximum number of shares potentially to be issued upon conversion (corresponding to 30% of the Company’s share capital) exceeds the threshold of 10% under ECGS’ guidelines. ECGS is furthermore somewhat uncomfortable over the duration (of 5 years) of the authorisation requested and considers this too long. Accordingly, ECGS recommends to vote OPPOSE.

There are no further peculiarities.

NN Group

NN Group is a financial services company based in the Netherlands. Co. engages in insurance and investment management activities, providing life and non-life insurance products primarily in the Netherlands, Belgium, rest of Europe, and Asia. Co. offers group and individual life insurance; and motor, transport, fire, liability, travel, and income insurance. Co. also offers retirement, insurance, investments, and banking services to retail, SME, corporate, and institutional customers. Co. is active in 18 countries, with a presence predominantly in a number of European countries and Japan.


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