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NN Group NV: ING reduces stake in NN Group to 25.8%

NN Group repurchases shares from ING for an aggregate amount of EUR 150

NN Group announces today that ING Group has agreed to sell 40 million shares
of NN Group at a price of EUR 25.00 per share. The transaction reduces ING
Group's stake in NN Group from 37.1% to 25.8% 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
6.0 million ordinary shares from ING Group at EUR 25.00 per share for a total
amount of EUR 150 million.

NN Group will fund the share repurchase from the cash capital position at the
holding company. The impact on the solvency ratios of NN Group is expected to
be immaterial. 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 90 days (subject to
certain customary exceptions). The transaction is expected to settle on 5
October 2015.

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 aforementioned 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 and May 2015.

As announced on 25 August 2015, the Supervisory Board of NN Group has
nominated Hélène Vletter-van Dort, Dick Harryvan and Robert Jenkins as new
members of NN Group's Supervisory Board. 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. As ING
Group's shareholding will drop below 35% following settlement of this
transaction, ING nominee Ralph Hamers will step down from the Supervisory
Board of NN Group with the appointment of Hélène Vletter-van Dort at the EGM.
The appointments of Dick Harryvan and Robert Jenkins will become effective
when ING Group's shareholding in NN Group drops below 15%.

| Press enquiries NN Group Investor enquiries NN Group |
| |
|Daphne Andriesse Investor Relations |
|+31 (0) 6 83 641 626 +31 88 663 5464 |
|daphne.andriesse@nn-group.com investor.relations@nn-group.com |
NN Group profile

NN Group is an international insurance and investment management company,
active in more than 18 countries, with a strong presence in a number of
European countries and Japan. With around 12,000 employees the group offers
retirement services, insurance, investments and banking to more than 15
million customers. NN Group includes Nationale-Nederlanden, NN (formerly
known as ING Insurance) and NN Investment Partners (formerly known as ING
Investment Management). NN Group is listed on Euronext Amsterdam (NN).

Important legal information

Certain of the statements contained herein are not historical facts,
including, without limitation, certain statements made of future expectations
and other forward-looking statements that are based on management's current
views and assumptions and involve known and unknown risks and uncertainties
that could cause actual results, performance or events to differ materially
from those expressed or implied in such statements. Actual results,
performance or events may differ materially from those in such statements due
to, without limitation: (1) changes in general economic conditions, in
particular economic conditions in NN Group's core markets,
(2) changes in performance of financial markets, including developing markets,
(3) consequences of a potential (partial) break-up of the euro, (4) the
implementation of the EC Restructuring Plan, (5) changes in the availability
of, and costs associated with, sources of liquidity as well as conditions in
the credit markets generally, (6) the frequency and severity of insured loss
events, (7) changes affecting mortality and morbidity levels and trends, (8)
changes affecting persistency levels, (9) changes affecting interest rate
levels, (10) changes affecting currency exchange rates, (11) changes in
investor, customer and policyholder behaviour, (12) changes in general
competitive factors, (13) changes in laws and regulations, (14) changes in
the policies of governments and/or regulatory authorities, (15) conclusions
with regard to accounting assumptions and methodologies, (16) changes in
ownership that could affect the future availability to us of net operating
loss, net capital and built-in loss carry forwards, (17) changes in credit
and financial strength ratings, (18) NN Group's ability to achieve projected
operational synergies and (19) the other risks and uncertainties contained in
recent public disclosures made by NN Group and/or related to NN Group.
Any forward-looking statements made by or on behalf of NN Group speak only as
of the date they are made, and, NN Group assumes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information or for any other reason. This document does not constitute an
offer to sell, or a solicitation of an offer to purchase, any securities in
the United States or any other jurisdiction. The securities of NN Group have
not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold within the
United States absent registration or an applicable exemption from the
registration requirements of the Securities Act.

Press release


This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: NN Group NV via Globenewswire


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