93.3% of the Delta Lloyd Shares committed after Post Closing Acceptance Period - Legal Merger preparations continue - Seite 2

Settlement
Settlement of the Shares tendered during the Post Closing Acceptance Period, and payment of the Offer Price will take place on 26 April 2017.

Legal Merger  

As the Offeror will hold 93.3% of the Shares following settlement of the Shares tendered during the Post Closing Acceptance Period, NN Group is entitled to pursue a triangular legal merger of Delta Lloyd into the Offeror, whereby remaining holders of Shares will receive listed ordinary shares in the capital of NN Group ('NN Group Shares') (the 'Legal Merger'). In exchange for each Share, the owner of such Share will receive a fraction of one NN Group Share equal to the Offer Price per Share divided by the NN Group stock price on the last day prior to the date on which the notarial deed to establish the Legal Merger is executed (the 'Exchange Ratio'). Any NN Group Shares to be allotted pursuant to the Legal Merger will not be repurchased.

The Delta Lloyd Executive Board and Delta Lloyd Supervisory Board have approved and consented to the Legal Merger and the Delta Lloyd general meeting has resolved to the Legal Merger on 29 March 2017. NN Group, the Offeror and Delta Lloyd will continue the preparations of the Legal Merger. Any further update will be provided if and when required. Reference is made to Section 6.11.5 (Pre-wired post-closing restructuring) of the Offer Memorandum.

Qualified Institutional Buyers

Any NN Group Share received pursuant to the Legal Merger have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'U.S. Securities Act'), and therefore, may not be distributed, sold or transferred in the absence of registration or an exemption from the registration requirements of the U.S. Securities Act. Any holders of Shares located in the United States will be required to make certain representations, warranties and undertakings in respect of their status as "qualified institutional buyers" within the meaning of Rule 144A under the U.S. Securities Act (the 'QIB Confirmations'), in order to receive the NN Group Shares on completion of the Legal Merger.

If a beneficiary to Shares located in the United States is unable to make the QIB Confirmations on behalf of itself or the person on whose behalf such Shares are held, any NN Group Shares allotted to such person will instead be transferred to a nominee, and such NN Group Shares will be sold on his, her or its behalf with the proceeds being remitted to such person within five (5) days of the completion of the Legal Merger.