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NN Group NV: ING's stake in NN Group falls below 15%

Today ING Group announced that it will exchange the third and final tranche of EUR 337.5 million mandatory exchangeable subordinated notes into 6.9 million ordinary shares in NN Group and cash. The exchange is part of the anchor investment in NN Group by three Asian institutional investors - RRJ Capital, Temasek and SeaTown - as announced on 30 April 2014. This transaction will reduce ING's remaining stake in NN Group from 16.2% to 14.1% of outstanding shares (net of treasury shares) upon settlement of the transaction, which is expected to take place on 2 February 2016. As a result of this transaction, the Relationship Agreement between NN Group and ING dated 10 June 2014, with the exception of certain specific provisions, will terminate.
As ING's shareholding in NN Group will drop below 15% following the settlement
of this transaction, the appointment of Dick Harryvan and Robert Jenkins as
members of NN Group's Supervisory Board at the Extraordinary General Meeting
of shareholders on 6 October 2015 will become effective as of the settlement
date. Dick Harryvan will be a member of the Audit, Nomination and Corporate
Governance and Remuneration Committees of the Supervisory Board and Robert
Jenkins will be a member of the Risk and the Remuneration Committees.

| 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 asset management company, active in
more than 18 countries, with a strong presence in a number of European
countries and Japan. With around 11,500 employees the group offers retirement
services, insurance, investments and banking to more than 15 million
customers. NN Group includes Nationale-Nederlanden, NN and NN Investment
Partners. NN Group is listed on Euronext Amsterdam (NN).

Important legal information

All figures in this document are unaudited. Small differences are possible in
the tables due to rounding. 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
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_ING's stake in NN Group falls below 15%


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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