NN Group N.V. (AMS:NN)
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Apr 27, 2026, 5:36 PM CET
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AGM 2022

May 19, 2022

David Cole
Chair of the Supervisory Board, NN Group

Good morning, everyone. Just gonna take a moment to pause and look around and enjoy seeing the faces. It's very, very nice. I'd like to extend a warm welcome to our shareholders to the NN Group Annual General Meeting, which we're hosting for the first time as a hybrid event. Of course, the last two years we had virtual events. Although Dutch law in the form of the Temporary Act COVID-19 Justice and Security allows us to hold our annual general meeting in a fully virtual way, we decided to give our shareholders the option to attend in person or alternatively, to attend virtually. To the people in the room, we're extremely pleased to be able to welcome you again in person today. Thank you for coming. I would now like to officially start today's meeting.

On behalf of my colleagues in the Supervisory Board and the Management Board, I hope you're all doing well. We are presenting and broadcasting to you from the NH Hotel just across the road from our headquarters in The Hague. With me here are Hélène Vletter-van Dort, Vice Chair of the Supervisory Board and Chair of the Supervisory Board's Remuneration Committee, NN Group CEO, David Knibbe, and NN Group's CFO, Annemiek van Melick. I'd also like to introduce you to Hans Schoen, member of the Supervisory Board and Chair of the Supervisory Board's Audit Committee, and Janet Stuijt, Company Secretary and member of the Management Board as General Counsel. I would say Hans and Janet, can you stand up, but you already have. Thank you for doing so.

Other members of the Management Board and the Supervisory Board are either in the room or are following the meeting via the webcast. There are a few other guests I'd like to specifically welcome and introduce you as well. First, our external auditor, Dick Korf, representing KPMG. Dick, thank you. Our notary, Manon Cremers of Stibbe, who will cast all votes on the basis of the electronic proxies which voting instructions have been granted to her. Thank you, Manon. Annemiek van Melick, intended to be appointed as Executive Board member and CFO of NN Group as the successor of Delfin. Lastly, Pauline van der Meer Mohr, who has been nominated for appointment as Supervisory Board member. Annemiek, Pauline, welcome.

Before we start, there's also one other special welcome I'd like to extend, and that's to Jan-Henk Hulsbos, and he's found a nice, convenient spot way in the back, thinking he could hide. Stand up, Jan. Jan is the former chair of the NN Group Supervisory Board, and thus my predecessor, but I think most of you know he had an incredibly distinguished career with the NN Group family. Jan, we're very happy to see you here, so thanks for joining. As you hear, I will chair this meeting in English, and all the other speakers today will also be presenting in English. If you prefer to follow the Dutch translation of the meeting via headset, and you've not been provided with one as yet, please raise your hand. Thank you.

The webcast is also available in both English and Dutch, so all shareholders virtually attending will also be able to listen to the meeting in their preferred language. I have a few formal announcements, so apologies for that, but we need to make sure that we dot the I's and cross the T's. First I'd just like to note that the shareholders have been convened in accordance with the applicable law and the company's articles of association. The general meeting is thus able to validly adopt resolutions. I'd also like to note that no shareholders have submitted proposals to be included on the agenda. As of the record date, which was the 21st of April, 2022, the issued share capital consisted of 317,878,210 ordinary shares.

At that date, 14,373,104 ordinary shares were held by NN Group itself, so no votes can be cast on those shares. Altogether, thus, 303,505,106 votes are eligible for casting. I will inform you on the present and represented share capital prior to the first voting item. The entire meeting will be recorded in order to be able to minute the meeting. Just a few other announcements before we start. I'll briefly elaborate on the procedure and order of the meeting. Shareholders were given the opportunity to submit questions on agenda items in advance of the meeting. We've not received any such questions. All shareholders who are present today may also ask questions during the meeting.

If you want to ask a question, please make your way to one of the microphones. If you ask a question, please first state your name and the organization you represent, if any, so that these can be included in the minutes of the meeting as well. As a matter of courtesy to other shareholders, I'd also like to ask if you would limit your questions to three, please. If there are no other questions and you'd like to come back and ask, additional questions, that's certainly allowed, but in the interest of sharing the mic a little bit, please limit yourself to three questions in the first instance. There are some items that will be voted on today that will be briefly summarized. An extensive explanation of these items is included in the convocation letter.

The proposals that would will be put to a vote regarding the full proposals that have been included in the convocation letter. Votes can be cast at any time during the meeting. As you see, the voting is actually already open, and you'll be able to continue voting until the end of agenda item 11, which is the last voting item on the a`genda. Voting results will be shown at the very end of the meeting. For shareholders who've registered to virtually attend and vote during this meeting, a hybrid general meetings manual and frequently asked questions document has. Shareholders who are present today in person and who have received a mobile voting device, please keep this device with you in case you temporarily leave the room and only hand it in upon final departure. Raise your hand so we can assist you.

Lastly, could everyone in the room please put their phone on silent mode, and I'm going to check my own out of courtesy to others. Okay, we can go. Let me turn to the first matter on the agenda, which is agenda item 2. Here I'd like to refer to NN Group's 2021 annual report, and I'd like to give the floor to our CEO, David Knibbe.

David Knibbe
CEO, NN Group

Yes. Good morning. Good morning, everybody, and very happy to see you all in person. It's actually my third AGM, but the first one that is live again. Let's make this a good one. I hope you're all doing well. After two years in a row of having a virtual meeting, we're very happy to be able to welcome you here in person again. In my presentation today, I will reflect on the recent developments in the world and how we navigate in these times of change. After that, I will look back on how the company performed in 2021 and how we continue to focus on creating value for all of our stakeholders and our priorities for the coming years.

As part of that, I will update you on our responsible investing approach and more specifically on climate action. In many ways, the world is witnessing several longer-term economic, social, geopolitical, and technological developments. Most of these developments have limited direct impact on our company, but have far-reaching consequences on our customers and the societies that we operate in. It is in times like these that we can make a difference for our customers and other stakeholders and help them care for what matters most to them. In 2021, the pandemic entered its second year and continued to dominate life. The loosening of lockdown restrictions fueled a global economic rebound that has been uneven due to a variety of factors, including differences in vaccination rates between countries, supply shortages, and a rise in energy prices, inflation ending a period of low inflation.

Central banks are responding by announcing interest rate increases and starting to phase out stimulus programs. It is unclear whether the high inflation is structural and whether or not interest rate rises will be temporary. In the beginning of the year, the war in the Ukraine, of course, caused new dynamics in the global markets. Let me take this opportunity also to say that our thoughts are with everyone affected by the war in the Ukraine in the past three months. The impact on people's lives has been devastating. As noted, we have activities in four countries that border the Ukraine. We do not have any business activities in the Ukraine or in Russia. Our activities have not been directly affected, and our direct investment exposure is limited. However, we support the people in the Ukraine and the refugees where we can.

For example, as a company, but also NN colleagues individually, have made donations of around EUR 2 million to humanitarian aid relief spread across local and international organizations. Looking back on recent years, I think it's fair to say that many of the old ways of doing things will probably not be the ways of the future. For instance, there's an increased attention to risk around health and living. The pandemic has prompted people to reflect on the risks in their lives. What happens if I cannot work or if somebody in my family falls ill? The increased risk awareness had led to a higher demand for protection products, which in turn has led to growth in new business. We are able to welcome new customers in 2021, and we also saw higher retention rates among our existing customers.

When launching our strategy in 2020, we announced a set of financial targets to monitor our ambition for growth and profitability. We aim to achieve an operating capital generation, or OCG, of EUR 1.5 billion in 2023. In 2021, we reported OCG of almost EUR 1.6 billion. Please note that this included the OCG of our asset manager, NN IP, which was sold to Goldman Sachs last year. Excluding that, OCG was just short of our target. Our commercial and financial performance was strong across all business segments in 2021. Let me share some of the highlights. In the Netherlands, our life and pension business again posted strong results. We are capturing growth opportunities in the Dutch pension market with a strong increase in defined contribution assets. The non-life in particular posted strong underwriting results.

As the number one player in the Dutch non-life market, we are in a unique position to benefit from our scale in terms of efficiency and underwriting. The results of Insurance Europe increased substantially, reflecting higher life and pension fees across the region. The strong market recovery from the low sales in 2020 resulted in higher sales in Japan. Value new business in both the international units grew strongly over the year. The Dutch housing market is experiencing growth, with house prices rising steeply, and there's fierce competition among mortgage providers. Despite this, NN Bank originated a record volume of high-quality mortgages of almost EUR 10 billion in 2021. The asset manager saw healthy inflow of third-party mandates in 2021, which is a testament of the professionalism of our former colleagues at NN IP.

The sale of our asset manager to Goldman Sachs was completed in April of this year. As part of the 10-year partnership with Goldman Sachs Asset Management, the combined company will continue to provide selected asset management services to NN. The transaction will provide NN with the flexibility to develop a broader range of asset management propositions for our customers. We recently also completed the acquisition of MetLife in Poland and Greece. The acquisition in these countries, where we already have a strong presence, gives us additional scale and distribution benefits. In addition, we acquired 70% stake in Heinenoord in the Netherlands in order to strengthen our distribution capabilities and reinforce our position in the Dutch non-life market. In February this year, we acquired ABN AMRO Verzekeringen life insurance subsidiary.

Furthermore, we divested our Bulgarian business, and we took the decision to sell a closed book life portfolio of NN Belgium. Following these acquisitions and divestments, our portfolio of businesses is now strongly positioned towards growth, and we generated excess cash. At the same time, we are keeping our 2023 targets intact given the contribution from the acquired businesses as well as the ongoing strong performance across the group. We expect that the organic growth drivers that support our businesses will enable us to achieve mid-single-digit annual growth of operating capital generation in the long term, with all business segments contributing to this growth. Our financial performance is strong, but a company's success is not mapped by this alone. It is also defined by the speed and the agility in which we align ourselves with our environment.

It is our ambition to be an industry leader known for customer engagement, talented people, and contribution to society. It is key to further accelerate progress in these areas, and while we do that, create value for all our stakeholders. In 2021, our customer satisfaction scores increased, with five business units scoring above market average Net Promoter Score and three in line with the market. This shows that we are on the right track, but as we aim to have 11 of our business units scoring above the market average in 2023, we also have more work to do. Our priorities during the pandemic have been on serving our customers. In the lockdown, 34% are held by women, which is still below our target of 40% by 2023.

To close this gap, we are investing in talent management, succession planning, awareness trainings, and extended paternity leave policies across our markets. We want to continue to be able to attract and retain talented employees in order to achieve our ambition. This has become more challenging in the currently tight labor market. Therefore, we identify employee needs and invest in the right mix of technologies and employment models. At the same time, creating and preserving an open, safe, inclusive working environment and culture remains a high priority. With regard to our commitment to society, we want to contribute to the well-being of our people and planet. One of our goals is to contribute 1% of our operating results to local communities. Last year, we provided EUR 8 million in total to initiatives around financial well-being, physical and mental well-being, and a sustainable planet.

I am very proud that many of our colleagues volunteered in total 13,000 hours of their time. Moving forward, we will continue to scale up our efforts to support positive and social change. As announced, I would also like to present an outline of our approach to climate change, our net zero ambitions for 2050, intermediate targets, and the progress that we made in 2021. The effect of climate change are clear to all of us. Natural disasters caused by extreme weather hit many of our markets during the summer of 2021. Across Europe, floods caused by heavy rainfall impacted our customers in Belgium and the Netherlands. While in Greece and Turkey, a severe heat wave led to wildfires. It is our role as an insurance company to help and protect people in these situations, and that's what we'll continue to do.

Sustainability, including climate change, is embedded in our strategy and is a topic that has been high on our agenda for many years. We announced our ambition to achieve net zero greenhouse gas emissions by our activities in 2050 at the latest. That means that we are taking action in our own business operations, in our investment portfolio, as well as in our products and services. Although not our biggest impact, we aim to reduce the emissions from our own operations by 35% in 2025 and by 70% in 2030 compared with 2019 levels. This will lead to net zero operations by 2040. We will achieve these targets by implementing further energy efficiency measures as well as adjusted business travel policies. For example, in the Netherlands, we will plan to have a fully electric car fleet by 2025.

When presenting our strategy two years ago, we also launched our ambition to transition our proprietary investments portfolio to net zero carbon emissions by 2050. As an asset owner, we believe that we can make a difference by helping the real economy to de-carbonize. In 2021, in line with the framework of Institutional Investor Group on Climate Change, we developed the Paris alignment strategies for different asset classes, including sovereign bonds, corporate investments, and real estate. Currently, we are working on a Paris alignment strategy for residential real estate. For our corporate investment portfolio, which comprises of equity and corporate, fixed income, we set interim targets of 25% reduction by 2025 and 45% by 2030. Again, this is measured against the baseline of 2019.

We developed a methodology to categorize companies based on their alignment or potential alignment with the Paris Agreement. For new investments, we take a best-in-class approach, so we prefer to invest in companies that are better positioned to meet the Paris climate targets. Investing in front runners, you could say. For existing assets, we conduct an active dialogue and engagement with companies to support their transition to a sustainable business model. We believe this offers the best opportunity to drive change. We do this individually or in collaboration with other institutional investors, among others, the Climate Action 100+ initiative. Investing in climate solutions is another important component of our strategy.

We have set a target to invest at least an additional EUR 6 billion by 2030, and this means we are doubling our current investments in green bonds, renewable energy projects such as solar and wind farm, and energy-efficient real estate. For example, we recently announced a EUR 500 million commitment to develop new-built houses in the Netherlands. By being involved at an early stage, we can push the developers to meet the highest environmental standards while also encouraging more affordable housing in the Netherlands. To align our ambition on insurance underwriting with our commitments for investments, we joined the Net-Zero Insurance Alliance in 2021. Through this membership, we aim to transition our underwriting portfolio to net zero by 2050. In the course of this year, we will pool our knowledge with other large insurance companies, develop metrics, and set targets.

To support our customers, we are embedding sustainability into our products and services. This range from sustainable pension products to products in the field of burnout prevention. Our bank's sustainable mortgage label, Woonnu, assists our customers in making their houses more energy efficient. To sum up, we are committed to take action in all areas of our business with the aim of limiting the impact of climate change. This is embedded in our strategy and in our day-to-day activities. We have set ourselves ambitious targets to achieve real change. These climate-related targets, along with the other non-financial metrics, are monitored internally on a regular basis and reviewed annually by our external auditor. We will continue to report on our progress against these targets so that you, our shareholders, and all of our stakeholders can follow our achievements.

One of our financial targets is to generate free cash flow in a range around OCG over time and to deploy that capital to provide attractive returns to our shareholders. This is reflected in our dividend policy, which aims for a progressive dividend per share and a minimum annual share buyback of EUR 250 million. Any additional excess capital will also be returned to shareholders unless it can be used for value-creating opportunities. In September 2021, we paid an interim dividend of EUR 0.93 per ordinary share, bringing the total 2021 dividends to EUR 2.49 per ordinary share, and this is an increase of 7% over 2020. You can see our strong track record of progressive dividend in the chart on this slide.

In February of this year, we also announced a new share buyback program for a total of EUR 1 billion, of which EUR 250 million program started March 1, and the remaining EUR 750 million on the completion of the sale of NN IP in early April. We are committed to achieving resilient growth and cash generation over time, which allows us to deliver substantial capital returns to shareholders. In 2021, we paid out a total dividend of around EUR 741 million and executed a EUR 250 million share buyback. In our view, the financial sector has an important role to play in society. Therefore, we remain committed to contributing to a fast, fair, and sustainable recovery following the pandemic. Our company has been around for more than 175 years, in which it weathered many disruptive events.

We are in a good shape. We have laid the groundwork for our long-term sustainable growth, and we will continue to execute our strategy, focusing on creating value for all of our stakeholders. I would like to thank all of our colleagues for the extraordinary efforts, and I would especially like to express my deep appreciation for our CFO, Delfin Rueda, who will leave in July. Delfin has, during his 10 years with the company, contributed in a crucial way to transforming NN into the strong international player that we are today. For me personally, Delfin played an instrumental role in onboarding me in my new role. Finally, a special word of thank you to all of you, our shareholders, for your unwavering loyalty and support.

With our talented employees, our strong financial foundation, and the trust of you and other stakeholders, we are looking forward to the future with continued confidence. Thank you very much.

David Cole
Chair of the Supervisory Board, NN Group

Thank you, David. I'd now like to open the floor for questions from our shareholders who are attending today's meeting. I'd like to remind you, if you'd like to ask questions, please approach one of the two microphones, state your name, and if you're representing an organization, please state the organization's name. I'd also like to remind you to please restrict your questions to three in the beginning, and if other shareholders have had an opportunity to ask their questions, then you can come back with any more. I see we have question on microphone one.

Gillian Gailliaert
Representative, PGGM/Eumedion

Yes. Dear Chairman, my name is Gillian Gailliaert. I represent PGGM and some of the Eumedion participants, including APG, at this annual general meeting. I have three questions following this agenda item. In the annual report, we read that one of the targets for 2023 is an above-average MP, NPS score for all insurance business units. In 2021, the NPS score for the Netherlands was -22, while the market average was -16. Could you please elaborate on what actions are taken to achieve the 2023 target?

David Cole
Chair of the Supervisory Board, NN Group

Would you like to ask all three questions first, then we'll come back?

Gillian Gailliaert
Representative, PGGM/Eumedion

Yeah.

David Cole
Chair of the Supervisory Board, NN Group

Is that okay?

Gillian Gailliaert
Representative, PGGM/Eumedion

Yeah, sure.

David Cole
Chair of the Supervisory Board, NN Group

Okay.

Gillian Gailliaert
Representative, PGGM/Eumedion

The second question is about climate-related targets. We surely welcome NN Group's 2021 emission reduction targets for its own operations as well as the financed emissions. We would like to encourage NN to verify its targets independently by a third party, for example, SBTi. Is NN Group considering to submit its reduction targets to SBTi, and if so, when can we expect a decision? Third question is about the implementation of diversity and inclusion policy. In 2020, NN published its statement on diversity and inclusion. In the annual report, we read that in 2021, action has been taken to further strengthen D&I throughout the organization. What steps were taken to promote diversity and inclusion among underrepresented groups, such as people with a migration background or LGBTI+ people? Those were my questions.

David Cole
Chair of the Supervisory Board, NN Group

Excellent.

Gillian Gailliaert
Representative, PGGM/Eumedion

Thank you.

David Cole
Chair of the Supervisory Board, NN Group

Thank you very much. David, I think just thinking about these questions, probably you're the best one to kick off with the answers.

David Knibbe
CEO, NN Group

Sure, yeah. Thanks for your questions. Let's start with NPS. Indeed, we set a target as part of our strategy where we said, you know, as NN, we wanna be known as a company for, as an industry leader, known for customer engagement, talented people, and contribution to society. In line with that, we set a target that we would want to be in all markets, which we operate in 11 markets. We want to have a net promoter score that is significantly above the main competition. That's the target we set, and we set a target of six for 2021. We achieved five, so we didn't fully make it. One of the markets that didn't make it yet is the Netherlands.

You mentioned the -22. I think if you look specifically at the Netherlands, of course, we're a very large player. We have almost 7 million customers. The challenge that we have is that we measure what we call transaction NPS, which means that every time that we have an interaction with our customers, we measure this, and we see very positive scores there. However, the reality is also that we don't have that much customer contact. It takes a long time before people have enough positive interactions with us to fully change their mind on the position of NN. What we saw is that we increased from -28 to -22, so there was a good progress.

I'm optimistic that we see that the transaction NPS, so every time we interact with customers, we see very positive scores. We need to continue to do that and have more interactions with our customers so that more customers will change their mind on NN. By the way, this is not just a challenge in the Netherlands. As I said, we want to be in 11 markets, and we set a target for this year for eight. It is very important, but we're well on our way to get there. I think that's one. Your question on science-based targets, yes. The way we have...

I mentioned in my introduction the targets that we set around the -25% and -45% reduction in our investment footprint, which is large. These targets were set in line with the guidelines of SBTi. We're still waiting actually for the policy to come out, and once that policy comes out, we will judge whether you know whether we can fully align with that. But we still need to wait for the policy to come. We are committed to do that, but we still need to see the details first. Finally on D&I. Yeah, D&I is a very broad topic, of course.

We set a target on gender diversity of 40%, but obviously, and I think that's also in your question, diversity and inclusion is a much broader topic that we pay attention to. Also here, we're taking a lot of activities. We do have an LGBTI+ network. We specifically have a recruiter that is also looking at what we call neuro and physical diversity, where we're trying to recruit and retain also people. We are also more active looking at cultural backgrounds. I think one of the things that came out, we've been redoing, for example, the buildings in the Netherlands, and one of the items came out that we do need to redesign our prayer room, for example, in the building in the Netherlands.

There is an ongoing activity to do this, but it's clear that we can still do more, including on diversity of gender, where we haven't achieved our target yet. Again, there's a lot of things that we're working on, so I'm optimistic that we're on a positive trend here.

David Cole
Chair of the Supervisory Board, NN Group

Thank you, David. Just a moment. I think I have a gentleman standing here.

David Knibbe
CEO, NN Group

Oh. Okay.

David Cole
Chair of the Supervisory Board, NN Group

Yeah.

Errol Keyner
Deputy Managing Director, VEB

Yeah. Good morning. My name is Keyner. I speak on behalf of VEB. Mr. Chairman, thanks for giving me the opportunity to ask a few questions. I'll limit myself to three. The first question, let's immediately be clear, how customer-centric is NN Group really? I've been reading your annual report, and a big exception, normally I prefer the numbers, but with an insurance company, I really start almost crying when I go through the numbers. It's not understandable for normal human being. I consider myself to be normal. I do read the text, and the text is very similar to what I see with lots of other companies as well, which means we try to be nice to the environment, to our colleagues, to the customers, to the suppliers. We even embrace our competitors.

We like to be nice and good to the Earth, and so on and so on. Obviously, since I'm a very, well, beta-type person, I try to check how good are we really, are we really walking the talk. Now, the previous speaker already indicated very clearly that your performance as far as customer satisfaction is concerned is not as good as what you seem to be describing in your annual report. You say most of the businesses are performing better than last year, but the two most important ones, the biggest one, Japan and the Netherlands, they're scoring pretty badly. I think that's a reason to be very concerned. If I then look in practice, very practically, I look at BeFrank, that's a very interesting product which was brought into the market several years ago.

I'm one of your customers. I'm also one of your customers, and so is VEB, by the way, for an earlier product which you'd invented yourself, Beschikbare premieregeling, NN. If you look in detail what is included in these kind of products for your customers, it includes a lot of the funds of NN itself, and a lot of your own funds, your mutual funds, are pretty expensive. They're not expensive compared to the standards of 20 or 30 years ago, but they're bloody expensive compared to the standards of today. The question is, how can you offer products to your customers which are not cost-efficient anymore compared to the standards of today? Does this match indeed what you're trying to be, to be achieving? Also remind you, especially BeFrank, when it was introduced, it was not yet part of your own portfolio.

It was really exactly that what we were trying to achieve. In the meantime, the funds that they're including, they're offering their customers are more and more the NN, your own funds which you're promoting, which are much more expensive than the initial funds which BeFrank was promoting itself. This makes me wonder, are you really that honest about your objectives in trying to be customer-centric? Another example I would like to consider is you're selling an important part of your business, the investment portfolio, to Goldman Sachs, but you're also indicating, well, this gives maybe some opportunities for you as well to offer a broader spectrum of products to your customers as well. I've got big admiration for Goldman Sachs. The brightest people in the world as far as finance are concerned are working at Goldman Sachs.

However, Goldman Sachs is not known for one thing, namely being good for its customers. They're very bright. They're very cunning. Maybe that's the best way of putting it. But they're not known to be making good products for their customers. I was wondering whether NN is also including some of those products of Goldman Sachs to your customers, which may not be that interesting for them as well.

David Cole
Chair of the Supervisory Board, NN Group

Thank you very much.

Errol Keyner
Deputy Managing Director, VEB

Actually, that's only one topic, but important enough to be answered, I hope.

David Cole
Chair of the Supervisory Board, NN Group

I picked up actually several questions. I'd like to remind you, please limit yourself to three questions. I think we got the gist of your story, so thank you very much, David.

David Knibbe
CEO, NN Group

I mean, first of all, I completely agree. This is a topic where we have high ambition on. If you're saying you haven't achieved that everywhere, I think I was also trying to say that earlier. I don't think we have achieved that either. I think we said when we launched the strategy in 2020, we have set very ambitious targets on all fronts, on ESG, on people, on diversity, and also on customer. It's simply not easy to beat your competition in every market that you operate, but that is our ambition. If you're arguing that we haven't achieved that everywhere, then I agree. Where I disagree with you is on the underlying ambition.

Let me give you BeFrank as an example. BeFrank actually has very high NPS scores. It's actually one of the examples where we see that. BeFrank is a maybe if not for everybody now, and it's a pension provider, a PPI, as we call it. BeFrank is particularly successful in engaging employees, once they have a pension plan. The average employee that has a pension plan typically doesn't spend a lot of time on their pension. BeFrank, the way they roll out their portals, and they engage, they have an engagement around 80% of people actively looking at their pension, actively making investment decisions, and actually trying to figure out, is this pension enough, or should I take additional measures? This is a very high score.

I think BeFrank does a very good job there, and every NPS score also tells us that. I think they're actually a positive example. On the funds, that is up to the employer. It's a flexible proposition. BeFrank offers multiple funds, and that means that it's very possible. There's, for example, sustainable funds in there. I think there's many what would you say non-NN IP funds there. This is actually also where the world is going to. It is one of the reasons, which is probably a nice bridge to your NN IP question.

It's one of the reasons also why we decided to divest our asset manager because we believe that the world is moving more and more to an open architecture, and we wanna be able to select the best funds also for our customers, whether that is in a BeFrank proposition, in a unit link proposition, or in some of the other investment propositions that we have for our customers. Now, Goldman Sachs is our partner there. They're not our unique partner. We have a lot of flexibility in the contract, and that means that also we work with many other asset managers. If they provide good products, we would love to incorporate it. If somebody else is better, we will incorporate those funds. That's actually the flexibility that we have created throughout with this deal, not having your own asset manager.

I think it will actually strengthen our customer propositions versus the situation that we had today. Finally

Errol Keyner
Deputy Managing Director, VEB

May I interrupt you?

David Knibbe
CEO, NN Group

Sure.

Errol Keyner
Deputy Managing Director, VEB

At this point, just for clarification.

David Knibbe
CEO, NN Group

Yeah.

Errol Keyner
Deputy Managing Director, VEB

Would you at least agree with me that a pension product that lots of people don't understand actually the ins and out of this product? Somebody may be happy, well, and in fact, this product is not adequate for them, or the opposite, somebody may be unhappy, but the product is the best that may be invented or developed. A lot of the customers don't understand the ins and the outs of your product. What I'm trying to suggest here that for a pension product to be suitable, it needs to be cheap. It needs to have a low cost structure, at least. That was the principle starting point of BeFrank. Adding funds to...

Adding investment funds where a customer can choose from, and lots of those funds are either your own funds or even worse, funds which are much more expensive than that. Isn't that something which goes against your own ambition of being customer-centric and doing the best for your customer? Having cost-efficient products, isn't that a prerequisite for you to be customer-centric? Thank you.

David Knibbe
CEO, NN Group

In general terms, absolutely. If you're asking me, are you concerned around the cost levels of these products? The answer is no. We have a 40% market share. We've actually grown a bit our market share, so the products are very competitive. If the funds would be all very expensive, then we wouldn't be able to maintain our market share, let alone grow. What concerns me, underlying your question, is we see this with more customers, is that funds tend to sometimes be purely selected on the cost in the fund. Let me give you an example. A very simple tracker that just tracks an index is a cheap product. There's nothing wrong with it.

No doubt today we're gonna be talking about, so what do you do to motivate customers to motivate companies to engage, that the companies that you invest in play an active role, become a leader in a transition. The moment you think about, for example, sustainable funds, that means we're gonna engage, we're gonna do data analytics, we're gonna study these companies. That probably means that that fund could have a bit more of a cost loading. Rightly so, because there's a lot of work done, and I think we all encourage actually that transition. I don't think we should judge only funds just on the lowest cost because there's also other ambitions that we have. All in all, it's I think we're competitive given the market share that we have.

Let me just close off that I do agree with you, we have more work to do. Hopefully next year you'll be a bit happier than this year.

Errol Keyner
Deputy Managing Director, VEB

Indeed. Thank you. May I go to the gentleman here to my left? Please state your name and the organization that you're representing.

Robert Vreeken
Public Affairs and Investor Relations, WeConnectYou

Good morning. My name is Robert Vreeken from WeConnectYou, Public Affairs and Investor Relations. The shareholder meetings in the Netherlands, ABN AMRO, ASML, are all in Dutch. My suggestion would be to do your own shareholders meeting in Dutch in the future as well. I'm always very happy with the contributions shareholders group. They always have interesting contributions and questions which lead to interesting dialogues. As you know me, I am positive but critical. Very happy with your positive results together, as the same as the ING Group with about EUR 8 billion profit. Yeah, ING has EUR 5 billion-EUR 7 billion, which is also very positive. Furthermore, I think it's very good that you're in the AEX. Unfortunately, other polluting companies aren't in there, and they do see to it that the Netherlands is the worst with respect to climate and sustainability.

Furthermore, I would like to suggest to go in the direction of new school. A number of the members of the board and the supervisory board have children and grandchildren, and they would be much happier if the EUR 1.5 billion that you're handing back to the shareholders is invested much better. Because in comparison to the last year, nothing much has happened, and we're heading for a 2% temperature hike. With respect to intelligence, some of the larger companies are missing out on the big external factors. The Russia war started off in 2014, Crimea, MH17, clear signals all ignored. Gas from Russia, 80% dependence. Unimaginable, all of that was sidelined. I think it's a good idea for all big companies and the government to use smart intelligence much more. Children and grandchildren will only thank you for it.

China, Russia, India, all those countries aren't really democratic. They are very polluting and do nothing about it. Sustainability now. You are aiming at the top level of the market. 80% of your employees cannot pay for an electric car. It is very important to make the less rich households more sustainable, reduce their energy footprint. Further, have a look at energy in heating per person. EUR 0.03 per hour could be used in the less efficiently insulated houses. You could indeed reduce the energy consumption for heating. My question would like to ask you to look from a different perspective, look at your investments. The EUR 1.5 billion can be used for different aims. It's nice for the shareholders, but our society isn't really benefited by that.

There are many other organizations, such as artists, a lot of art, a lot of theater and culture are missing out since COVID. They could use that money too. I would like to hear what you are doing about these aspects, and I think you should keep in mind your children and grandchildren. What would they like to see that EUR 1 billion invested in? They will certainly not wish to hand it back to the shareholders. It's our target group, our future. They have a very bad pension. They have difficulties with respect to climate change. Then review your investment. Thank you very much for your question and for your engagement. Please let us phrase an answer to your question.

David Knibbe
CEO, NN Group

Thank you very much for this question.

As we just explained, we're a company for all stakeholders, which means that all stakeholders will be rewarded in a fair way. This is true for us internally, for our own employees and colleagues on the work floor. This is true for those companies that we work together with, and this is also true for our shareholders. That's the line in which we made that choice. It is not true, and I'd like to say that right from the start, that we are paying out dividend and buying back shares at the cost of other investments in our divisions and sections. We look first at investments that are necessary, and all those investments have been taken.

In line with our capital policy, we say, if we have additional capital, then it's only fair that the owners of our company, you here as shareholders, profit from that windfall as well. That is our deliberation. With respect to sustainability, I think we're doing very much. One of the first things I'd like to mention, if you get a discount in your mortgage, contract, you can use that money for climate-related measures such as, warmth generation. We also try to repair more things than buying new things. We are working on recycling. How can we insure recycling companies? A lot of sustainability. At the same time, we believe that the shareholders and stakeholders have to be rewarded. In good year, the shareholders can profit. It's not at the cost of investments in other areas.

A new younger board has to be established with people between 20 to 30, and this is true for all other companies too. Older shareholders think, "I need more dividend per share." The younger shareholders will only be focusing on sustainability and social responsibility. You're not really doing badly. If you look at young people, they are just not happy with what is happening. I would like to ask you to look at the NPS score given by young people because they, when they're pensioned, will want to live in a good society. Now, in today's context, you're doing okay. If you're looking at the target group coming up, 20 to 30-year-olds, they see this very differently.

I was fortunate enough to cooperate with Wubbo Ockels, a former astronaut, who cooperated with younger people, with students, and he received a very different input. I would like to advise you to do that too.

Robert Vreeken
Public Affairs and Investor Relations, WeConnectYou

May we interrupt you, Mr. Knibbe? You said at the beginning you're going to be positive and critical. You've given us some advice. We're going to take that on board in our discussions and deliberations.

David Knibbe
CEO, NN Group

Do you have another question for our shareholders meeting?

Robert Vreeken
Public Affairs and Investor Relations, WeConnectYou

Well, I'll come back in a minute.

David Knibbe
CEO, NN Group

I recognize what you're saying. I would like to calm you down because it's not only about what young people think. We all read about the labor market shortages.

As a company, it's extremely important for us to want all of this ourselves towards the younger generation because we want that young talent to get on board with NN Group. This is our culture that is relevant in many respects. It's not only in our annual report that we state this. It's extremely important to get that link with the younger generation. You can depend on that.

Robert Vreeken
Public Affairs and Investor Relations, WeConnectYou

Thank you very much.

David Cole
Chair of the Supervisory Board, NN Group

One here, please. Please state your name and the organization you represent.

Jeroen Bach
Representative, VBDO

My name is Jeroen Bach.

My name is Jeroen Bach on behalf of the VBDO. Welcome, and please continue with your question. The first question, takeover of NN IP by Goldman Sachs. NN IP is known for their sustainability as a pioneer. They've always contributed positively in the NN Group. How is that going to be implemented by the NN Group in the new situation without NN IP? Then further, how is the yield from the sale going to be used with respect to sustainability topics? Can you give us some CapEx insight? How is that going to be made explicit? Next question, biodiversity. Biodiversity is seen as under great threat and pressure, a huge risk for humanity and our planet. This hasn't been included in your responsible investment policy for 2021.

NN IP has conducted 10 dialogues with respect to biodiversity, but how is the NN Group going to continue to include this? My last question is about diversity. The VBDO is very happy to see that the NN Group has analyzed the wage gap outside of the Netherlands. According to the annual report, this is 36% related to the position of men and women. It's not the same wage for the same work which is leading here. What are the measures that the organization is going to take to improve the balance? Thank you.

David Cole
Chair of the Supervisory Board, NN Group

Thank you very much. David, please.

David Knibbe
CEO, NN Group

Now, let's start off with your questions about NN IP. Certainly, they were a pioneer in the area of sustainability. I think it's very important to realize that as NN, we are the asset owner.

If possible, we indeed extend that to other parties, not only NN IP, but also to other asset managers, and also to more asset managers than Goldman Sachs. We set the criteria. This is the same as it used to be. We used to set the very strict criteria for NN IP, and this is what we're going to continue with other parties. We always had the opportunity in certain portfolios to work with other asset managers. At this point in time, there's no reason to do so. Our ambition, though, remains the same. I've mentioned the figures, 50% reduction in CO2 in 2025, 45% in 2030. If that process isn't sufficient, we're going to take measures. That's our very active and engaged policy. On biodiversity, very important topic. Not really very easy to understand. Very important, though.

We work together with other parties in this respect. It's true that this wasn't separately mentioned in the responsible investment report we published, but it still means that the 2017 responsible investment policy on biodiversity is still valid. In that sense, no worries, it's still on the agenda. It is becoming a subject matter that sees more and more engagement. Climate is one of the priorities. We have a lot of engagement with parties there, but biodiversity and diversity are on the agenda more and more. Now, diversity. That is correct. Each and every year, we look at remuneration in the company and if there is any salary gap, we can usually explain it. In general, no reason for concern here. We've arrived at the conclusion that our remuneration policy is good. There are two countries with question marks.

We've included them, Poland and Japan. We didn't find a clear explanation for this difference. We're looking into it, trying to see whether there are other explanations. If yes, we're going to take measures. At this point in time, still in the analysis phase. We'll surely get back to that. Thank you.

Errol Keyner
Deputy Managing Director, VEB

Yeah. Second round. My name is Keyner, on behalf of VEB. If I may be very direct and spontaneous, is NN willing to sacrifice long-term returns for either its shareholders or its customers? Are you willing to sacrifice those with the higher goal, your principle probably, like sustainability or diversity or whatever else we may be defining in the future? Are you willing to sacrifice it? We all agree that if sustainability leads to higher long-term returns, we will all be happy. There may be circumstances where we already suspect that may not be the case. For instance, if you would have invested a lot into the energy, the old-fashioned energy, you would have been making a lot of extra returns.

Those extra returns can be for the shareholders here, or it could be for your customers who are trying to build up a pension. How strong are your principles? Thank you.

David Knibbe
CEO, NN Group

Yeah, it's a very good question. The reality is that in the past, we, you know, you would quite easily talk about, well, you know, sustainable is good, but it will also provide an outperformance, so you would never face that. The reality is in the short term, you do face this. I mean, if you look at 2020, I think the official oil price was around zero and at some point almost negative. You don't have to be a genius to figure out that that probably will go back, and it did. If we had been very opportunistic, we would have loaded up on on oil and gas. We didn't. We have exclusions

Certain weapons, oil, tar sands, thermal coal mining, so we have exclusion. If you start excluding certain sectors, there's a good chance that at some point that sector will do well. I think the reality is that, yes, there will be times where some of the outperformance will be a bit lower. Long term, I still believe that this is the right approach. Short term, you might face every now and then that you have to explain why you did not grab some investment opportunity. That is acceptable. That's part of the policy that we do.

What I really like actually is not so much the exclusion part, but we do have clear examples where companies are willing to do, for example, an energy transition, but they are concerned actually exactly for this reason, that their short-term shareholders, that they're gonna short sell their stock or that they're gonna not support them. I think us being a large pension provider, large life insurance means by nature we're a long-term investor, and that means that we can help them through that, you know, difficult transition as a long-term committed shareholder, and I think that's the added value that we can have.

Errol Keyner
Deputy Managing Director, VEB

How flexible are you? That excellent answer, at least to be clear, to your customers, but also to your shareholders, that you may make choices which could possibly result in lower returns, but at least it's clear. If you set expectations clear, I'm happy with that. How fixed and how strong are your beliefs? I'm now referring to personal example. Since I started investing about 35 years ago, I refused to invest in weapons. Very naive, and I changed my opinion half a year ago.

David Knibbe
CEO, NN Group

Yeah. Yeah, you have to be wise. Well, maybe we have to be more realistic. Weapons is not only to attack somebody, it's also to defend yourself or to avoid being attacked in the first place. How fundamental and how fixed are your principles?

Well, to be honest, we haven't changed our mind. We've never fully excluded weapons exactly for, well, I think we all know the reason. We have excluded, and again, this is a difficult term, but we have excluded what we call controversial weapons. Biological weapons, cluster bombs, chemical weapons, some of the uranium related weaponry is white phosphorus. These type of weapons we have excluded and we continue to exclude, but we've never fully excluded this for, well, for obvious reasons.

Errol Keyner
Deputy Managing Director, VEB

Okay. Clear. I've got two more questions, but maybe I'm only allowed to ask one. It's up to you, Mr. Chairman.

David Cole
Chair of the Supervisory Board, NN Group

Well, I tell you what, if you wouldn't mind making sure you come quickly to your questions and make them clear, I'm happy to have two.

Errol Keyner
Deputy Managing Director, VEB

Two questions. One very simple and short question, just for an explanation. You've bought the life insurance portfolio of ABN AMRO Verzekeringen, but just a couple of years earlier, you did exactly the opposite with Vivat. You bought, I think, the non-life portfolio.

David Knibbe
CEO, NN Group

Mm-hmm.

Errol Keyner
Deputy Managing Director, VEB

Is that a matter of strategy or it's a matter of price? Whatever opportunistically makes sense, then you buy.

David Cole
Chair of the Supervisory Board, NN Group

Clear question. Thanks.

David Knibbe
CEO, NN Group

Yeah. Very different cases. Vivat was an opportunity for us to become market leader in non-life. We've seen with the Delta Lloyd integration that scale works, certainly in non-life, so we can keep our costs down. We become better in data. Vivat was for us a unique opportunity to become market leader, and I think the integration was, to be honest, very well done by the non-life company, and therefore we have the number one position now. ABN AMRO was a joint venture, so we already owned 51%.

Errol Keyner
Deputy Managing Director, VEB

I know.

David Knibbe
CEO, NN Group

49% was owned by ABN AMRO. The reason why we bought that portfolio is that portfolio is a closed book, so it's running off. Over time, if a portfolio runs off and becomes smaller, it becomes more difficult to cover your fixed cost because your variable cost will go down, but your fixed cost does not. By acquiring the full book, we can now integrate it into NN Life, which is a much larger book, and therefore we can share the fixed cost. We can variabilize the fixed cost and run it off as part of a much larger book. That has the advantage for us, but also for ABN AMRO. By the way, we continue to cooperate with ABN AMRO.

We're very pleased with the partnership, so we still have a non-life active joint venture where ABN AMRO, if you go into the ABN AMRO branches and buy a non-life product, that is still part of the joint venture, which is 51% NN and 49% ABN AMRO.

Errol Keyner
Deputy Managing Director, VEB

What I would have expected, why not buying the non-life portfolio as well? Probably the price was too high or ABN AMRO was not willing to sell.

David Knibbe
CEO, NN Group

No, no. I am a real supporter of a joint venture with banks. The reason being.

Errol Keyner
Deputy Managing Director, VEB

This is beautiful.

David Knibbe
CEO, NN Group

is that the, in this case, ABN AMRO also benefits from selling a lot of non-life products, by getting 49% of the profit. I think one of the challenges you have with banks and insurance companies is that, you know, why would a bank sell a lot of products if they also can sell mortgages or savings or investment funds if they don't make any money on it?

Errol Keyner
Deputy Managing Director, VEB

Yeah.

David Knibbe
CEO, NN Group

I think you create an aligned interest by having a joint venture, and that's why.

Errol Keyner
Deputy Managing Director, VEB

Not open architecture to refer to the earlier comment there.

David Knibbe
CEO, NN Group

That's why we.

Errol Keyner
Deputy Managing Director, VEB

Very clear.

David Knibbe
CEO, NN Group

That's why we never even considered it.

David Cole
Chair of the Supervisory Board, NN Group

Second question.

Errol Keyner
Deputy Managing Director, VEB

I've got a nasty question. Also like the previous speaker, I'm positively critical, but very often people perceive me to be only critical.

David Knibbe
CEO, NN Group

Mm.

Errol Keyner
Deputy Managing Director, VEB

It has to do with my verbal skills. I'm very direct and bold. I'm more positive about NN than may appear from my questions and my style of questioning. My last question is very. I'm very critical about it. This has to do with the Woekerpolisaffaire , the issue which was made public since 2006 about the unit-linked life, well, the universal life insurance policies and so on. A big investment portion was in it, but in fact, the people buying it, millions of people buying it in the Netherlands, they thought they were just, you know, saving money a very safe way and earning a lot of money anyway and becoming rich when they retire.

Well, this was not the case because all the parties that were selling it, and NN was one of them, these products were just not cost-effective, which meant that the cost structure was so high that in the end the customers had much lower pension capital than was anticipated. That's in a nutshell what the issue was. I don't have an issue that an organization like NN makes mistakes. I also don't have a huge issue if there's a skeleton coming out of the closet. I do have an issue if after decades the skeleton is appearing and after decades since you've been doing lots of investigations yourself since 2006 until 2012.

I know because I've been sitting at a table with your predecessor, Lard Friese himself, and I'm sure there have been large teams within NN doing lots of analysis about identifying how big is the issue. What I do not understand that so many years after all those, this kind of work, this kind of analysis and trying to clean up the mess from the past, that still this thing pops up very recently, beginning of this year. Oh, by the way, we made a mistake in our software in the nineties. We didn't develop the kind of returns we were forecasting for our customers. We forgot to include the cost. Well, that's of course major components about having the end capital. If you exclude or include the cost makes a big difference.

How is it possible that so many years and after all these investigations that you come to the conclusion, by the way, the software was wrong, we have to correct this? What does this say about the internal control mechanisms? What does this say about your current assessment that it only concerns about 9,000 customers?

David Cole
Chair of the Supervisory Board, NN Group

Before I give the mic to David for an answer, I'd just like to make two comments. First, there's nothing nasty about that question at all. It's a perfectly legitimate question. It's the type of question we'd expect to have from our shareholders, so thank you. Second, there's nothing wrong with your English or your manner of asking the question either. Also, thank you for that.

David Knibbe
CEO, NN Group

Well, now I have to be nice too, I think.

Errol Keyner
Deputy Managing Director, VEB

You can be direct as well.

David Knibbe
CEO, NN Group

Frankly, I agree. I think we were also very disappointed to discover this. What happened is that we discovered that there was a difference in the offer, so in the proposal that customers would give in that software versus what was actually happening in the life insurance administration system. That was discovered. Fortunately, it is a very small part. It's less than 1% of the portfolio. We asked exactly the same question. Let's also acknowledge that in the nineties, the amount of digitalization and the amount of skills that we had back then is of course incomparable to what we have now. There was a lot more manual work on some in spreadsheets.

These were different days, but it still is not an excuse that this happens. We've also apologized. We've reached out to customers. We fixed it as quickly as we could. Yeah, we were also disappointed that this happened. We have no indication that this happened more. Obviously, we looked in the rest of the portfolio. We've been going back around to say exactly your question, how do you know that this doesn't happen in more places? We did investigate that. We didn't find anything else. It's still not something that we're obviously proud of. That's why we also immediately fixed it and apologized to our customers.

Errol Keyner
Deputy Managing Director, VEB

Thank you.

David Cole
Chair of the Supervisory Board, NN Group

Okay. Thank you. I would like to close this agenda item at this point in time. Before we move to the next agenda item, which is the first voting item on the agenda, I owe you the present and the represented share capital today. As you can see on the screen, the present and represented share capital are now shown, I hope, if I can see it. Represents 73.64% of the capital. Just one quick check as to whether or not we're gonna get additional information. Okay. Thank you very much. I'd like to move to the next agenda item, as I mentioned, which is regarding the positive advice on the 2021 remuneration report. I'd like to refer you to pages 109 through 123 of our 2021 annual report.

For this item, I'd like to give the floor to Hélène Vletter-van Dort, Chair of the Remuneration Committee of the NN Group Supervisory Board. Hélène will give an explanation related to item 3. Hélène.

Hélène Vletter-van Dort
Chair of the Remuneration Committee and Vice Chair of Supervisory Board, NN Group

Thank you, Dave. As mentioned, I will provide some context and background in relation to the remuneration report over the year 2021. Let me start by giving an overview of the most relevant topics for the Remuneration Committee. I will then talk about the remuneration decisions that we've taken in relation to the executive board. The Remuneration Committee addressed a wide range of relevant topics during 2021. An important event that marked the year was the Supervisory Board's announcements of the intended appointment of Annemiek van Melick as CFO and Vice Chair of the Executive Board of NN Group for a term of four years. We are pleased to have found a strong successor for Delfin, and at the same time, we are extremely grateful for Delfin's commitment to the NN Group over many years.

The Remuneration Committee has been closely involved in setting the overall remuneration terms and conditions for Annemiek in relation to her intended appointment, which have been published on the NN Group website. She will be remunerated in accordance with the executive board remuneration policy as was put in place per 2020. Other focus areas of the Remuneration Committee directly relate to items that have also been brought during the stakeholder consultation sessions with investors, a proxy advisor. We spoke with a shareholders representative body, our central works council of course, and representatives of Dutch trade unions.

An important topic that we have addressed relates to linking the objectives and remuneration of Executive Board members to the overall long-term strategy of NN Group and our strategic commitments. Further steps have been made to provide clear and useful information in relation to the performance of the members of our Executive Board against their 2021 objectives, and this will remain a focus area for 2022. Also, there was an increased focus on ESG aspects, including climate ambitions. ESG targets have been a part of the objectives of our Executive Board members and have been linked to their variable remuneration for many years. In 2021, environmental targets were more prominently represented. In the remuneration report, we have already shown our plans to further raise the bar for the years to come, and David has also provided some further background.

Another important topic brought during the stakeholder consultation sessions is the consideration of the internal pay ratio developments when deciding on our executive remuneration. We would like to express our gratitude to all stakeholders who gave their valuable time to provide the supervisory board with their observations, their views, and their recommendations. We intend to continue the dialogue with all of those stakeholders in the future. Let me move on to the remuneration decisions that were taken by the supervisory board for the members of the executive board. In general, the NN remuneration framework is designed to allow a clear and transparent remuneration policy. At the same time, it should be adequate to attract and retain expert leaders, senior staff, and other highly qualified employees. It aims to focus on creating long-term value for all stakeholders and to keep the future in mind.

The remuneration of executives and senior staff is frequently benchmarked with relevant national and international peers, both within and outside the financial sector. The peer group consists of companies which are similar to NN Group in terms of number of employees, revenue, market capitalization, and total assets. External experts are asked for advice in determining the peer group. In line with the remuneration policy for the members of the executive board, the supervisory board aims to set the remuneration levels below market median for the executive board members. When determining the remuneration of the executive board members, supervisory board takes into account the interests of different stakeholder groups, and those are, for instance, our customers, shareholders, employees, and society, both within and outside of the Netherlands.

After a balanced assessment, the Supervisory Board decided not to grant an increase of the base salary for the Executive Board members, so for David and Delfin, for the year 2021. The Executive Board's performance was assessed against the performance objectives as set by the Supervisory Board in January 2021, and details of the performance assessment for the financial and the non-financial objectives have been provided in the remuneration report. The Supervisory Board concluded that the Executive Board delivered a strong performance throughout the year 2021. The overall outcome on the objectives related to the commitment of financial strength was above target, and the overall outcome in relation to the non-financial objectives was also positive. This was all achieved in the context of an eventful year in which the Executive Board members showed strong leadership.

They navigated the organization through a year that was marked by acquisitions, divestments, and of course, the ongoing COVID-19 pandemic. On the basis of that assessment, Supervisory Board concluded to award David Knibbe, in his capacity of CEO, and Delfin Rueda, in his capacity of CFO, a variable remuneration of 18.4% of their base salary, which corresponds to 115% of target. I'd like to stop here, David, and give it back to you. Perhaps there are some questions.

David Cole
Chair of the Supervisory Board, NN Group

Excellent, Hélène. Thank you very much. Let me look to see if there are any questions regarding this item. I see. Yes, sir. Please. Please state your name.

Robert Vreeken
Public Affairs and Investor Relations, WeConnectYou

Good morning. My name is Robert Vreeken. Unlike most stakeholders and shareholders, you have a profit of EUR 3 billion, and EUR 2 million seems not to be very much, especially according to international standards. I think we need to reflect on that, and it's also important to hear from Mr. Knibbe whether he is comfortable with this. Because Ralph Hamers, his counterpart at ING, realizes fantastic profits. It was first in Belgium, then came to Amsterdam, went from EUR 3 million- EUR 2 million. First you've got Belgium, and then you've got the empire ING, and then all of a sudden, by way of remuneration, you get EUR 1 million, yes. And then the...

He had all these money laundering issues, whereas it were the financial institutions that were involved in this, so he had to go to Switzerland, which is where he's making EUR 11 million a year. I'm not advocating excessive salaries, but it is important that someone who's performing well continue with the business. It's important to know whether Mr. Knibbe is comfortable with the company and also the members of the executive board and the supervisory board, particularly this past year for the supervisory board, of course, they had to make a major effort, and now that was I mean, the work they were doing was much more time-consuming than before that. Remuneration needs to be reasonable.

It's a good thing that here on the screen you show us all the numbers because your peers usually do not do that, and this is the way it should be. It doesn't really matter how much money you make, as long as you give us insight into the numbers. The results, I think, are fantastic. Just one more addition. I would like the 20 and 30-year-olds to be included as a benchmark to hear how they feel about this, because youth is our future, and I think that should be reflected or incorporated in your assessments of remuneration. That doesn't only apply to NN, but to other companies in the Netherlands.

David Cole
Chair of the Supervisory Board, NN Group

Questions. I think I'll first turn to Hélène for an answer to the initial questions regarding the compensation for our Chief Executive Officer. I understand you've also asked specifically to hear from David Knibbe regarding his feelings. I think it would be appropriate to give him a chance to respond to that, and then I'll give a quick comment regarding the Supervisory Board and our views about compensation Supervisory Board. Thank you. Hélène?

Hélène Vletter-van Dort
Chair of the Remuneration Committee and Vice Chair of Supervisory Board, NN Group

Yeah. Do I do this in English or in Dutch?

David Cole
Chair of the Supervisory Board, NN Group

It's up to you.

Hélène Vletter-van Dort
Chair of the Remuneration Committee and Vice Chair of Supervisory Board, NN Group

Okay. I think I'll do it in English. Mr. Vreeken understands English, I think. Well, thank you. I mean, this was a question that, of course, plays on our mind all the time. I mean, are we rewarding our Executive Board appropriately and in line with what all of our stakeholders actually think that we should do? When I did my outreach to the various stakeholders, obviously there are some shareholders, especially U.S.-based, who really don't understand why a CEO or rather an Executive Board in the Netherlands would even come out of bed to go to the office for what they get paid. There are others, obviously, who feel that anything above what an average employee makes is too much.

What we do, and what I'm trying to illustrate, is that we do a broad reach-out. We get a lot of opinions. We have set the remuneration policy not by ourselves, but also as a result of a wide reach-out to all of the stakeholders. I would say the executive board is an important stakeholder as well. We have a discussion of where we all feel we need to be. Now, we've set a peer group, because of course we need to explain all of our reasoning, the input we've received, the assessment we've made, and then what the result is. Hopefully, this remuneration report will give you some more, you know, information and will provide more transparency than the previous report.

We aim to increase the transparency that we give. We've clearly said that that is our remuneration policy, that remuneration for our executive board will be below the median of the peer group. That is not the case for all of our employees, but we feel that that is appropriate. When I say we, that is a decision that we've taken after gathering all of the relevant views. We've had a really good year in 2021, and that's also why you've seen that the variable remuneration is slightly above target. Now I think David should probably answer the question about whether he's happy with that or not.

We have had that discussion before, so hopefully the answer, no pressure, will be in line with what we discussed. I think your recommendation about getting the views in of the young people and as I think the whole supervisory board, and I would say management, as David has also indicated, thinks really important, all of our employees, and especially our younger employees, who are, after all, the future, think of it. Well, why don't I speak with them next year? I think it's a good suggestion. Thank you.

David Cole
Chair of the Supervisory Board, NN Group

David?

David Knibbe
CEO, NN Group

Yeah. To be honest, I don't have much to add. I think the policy is clear that we all know the sensitivity around salaries in the world, especially in the Netherlands. When I took this job, I knew this was part of the policy. I really enjoy my job. I like it. I'm very happy with it. I like the team that I work with. From that point of view, I'm very pleased and thank you for the compliment. I think you made some very nice comments on and not only on the performance of the company, but also of the executive board. As a human being, that's always nice to hear. Thank you for that.

David Cole
Chair of the Supervisory Board, NN Group

Thank you.

David Knibbe
CEO, NN Group

Yeah.

David Cole
Chair of the Supervisory Board, NN Group

Let me just briefly respond on behalf of the Supervisory Board. David just mentioned our remuneration policy framework. We presented that to the shareholders in 2020, and we received a very broad approval for that. In coming to that compensation framework and the philosophy around the compensation, we said we want to be a place where people would like to work, be associated with, be part of the NN Group and part of the NN family. But it's not only driven by compensation. There are a lot of other things that contribute as well. Being a good place to be is something that people feel. I can tell you as an individual, I also clearly feel that. You're absolutely correct. It's a challenging set of roles here. Does take quite some time.

There are a lot of stakeholders, a lot of engagement. We've decided that we'd like to be fair in our compensation, but not excessive, and I think we've reached that fine point in terms of how we've positioned ourselves. Once again, thank you for your comments.

Robert Vreeken
Public Affairs and Investor Relations, WeConnectYou

Yep. In Nederland, hebben.

In the Netherlands, we have the Balkenendenorm and the Standard. The people that works the hardest in the Netherlands, Mark Rutte, the prime minister, makes EUR 200,000 a year, and he's happy with his salary. He drives a Saab, and he would like a German Shepherd. I think you can pay that from a salary of EUR 200,000. What is rather strange, I believe, is the bonus. You make an additional profit of EUR 1 billion, and then you get a bonus of EUR 200,000-EUR 300,000. That's not really entirely fair. I don't think that's fair, given the international standards. If I look at the supervisory board, an hourly rate for work between EUR 250 and EUR 500 an hour seems to me to be reasonable.

If we look at the report, you're not making a lot of money. A lawyer in Amsterdam will make more money than a member of the supervisory board. I think that's tricky, and I don't think it's entirely fair. I just wanted to put it to you, and I'm glad to hear that you are comfortable with the money you're making. It's always a good idea to take a critical look at that and to take a fair look at it as well.

David Cole
Chair of the Supervisory Board, NN Group

Any other questions regarding this item on the agenda? If not, I'd like to now note that we move on. Voting is allowed until the end of the meeting, as we've previously indicated. I'd like now to move to proposal regarding adoption of the annual accounts for the financial year 2021. This is a voting item. Here I'll refer to the annual accounts for the financial year 2021, and specifically as included in the annual report, pages 142 through to page 298. I'd also like to refer to the presentation that our CEO, David Knibbe, gave regarding item 2. Just a few additional words. The annual accounts were drawn up by the Executive Board in English on March 9, 2022, and have been available on the website of the NN Group as from 10 March 2022.

The annual accounts are also available free of charge at NN Group's head office for inspection by shareholders. The annual accounts were audited by the external auditor, KPMG, and he has issued an unqualified auditor's report, which you can find in the annual report on pages 299 through 315. The supervisory board advises to adopt the annual accounts. At this point, I'd like to give the floor to Dick Korf, the external auditor from KPMG. I'd like to also note that NN Group has released KPMG from his obligation to maintain confidentiality in order for Dick Korf to be free to comment on the audit performed and on the auditor's report for the purposes of this meeting. As you know, the external auditor has an obligation to rectify, herstelplicht.

This means that in case of statements in relation to the annual accounts or the auditor's report that might give a materially inaccurate view of the affairs of the company, Dick Korf may request that corrections be made either during this meeting or prior to the adoption of the minutes of this meeting. I'd like to now give the floor to Dick Korf of KPMG, the external auditor. Dick.

Dick Korf
External Auditor, KPMG

Thank you, David. Good morning. Thank you for the opportunity to give a brief presentation on my auditor's report on the annual accounts for 2021 of NN Group. This was actually my first year being involved with and lead the audit of the annual accounts of NN Group. My colleague, Bartel de Wit, my predecessor, he rotated off last year due to mandatory requirements, legal requirements in the Netherlands on external auditor rotation for listed entities. Actually, my journey with NN commenced already some two years ago, mid-2020, when I started shadowing my predecessor and the group audit team that was actually managing the audit of the 2020 accounts.

I did so as to familiarize myself at an early stage already on topics that are really relevant to the audit of NN Group, as well as to gradually build my knowledge and my understanding of the group and of our audit of the annual accounts. As mentioned by Dave, we have issued an unqualified audit opinion on the 2021 annual accounts of NN Group N.V. An unqualified audit opinion means that the annual accounts give a true and fair view of the financial position of the group as at the 31st of December 2021 and of its result and cash flows for 2021. In accordance with IFRS, International Financial Reporting Standards, as adopted by the European Union and in accordance with Part Nine of Book Two of the Dutch Civil Code.

In addition, we also issued an unqualified limited assurance report on non-financial information as included in the annual report on page 138-141 of the annual report. My presentation will further cover some key topics of our audit, as shown on the slide. More detailed information about our audit and our audit findings can be found in our auditor's report as included on pages 299-317 of the annual accounts. Let me start with materiality and risk assessment. Each year, and also my first year at NN Group, we started our audit by drafting an annual audit plan that we present and discussed with the audit committee of the supervisory board on 18 May 2021.

In our audit plan, we document our approach to the audit, including the materiality that we apply, the outcome of our risk assessment, our audit scoping, and other topics relevant to our audit, such as for this year, which was new, the impact of the ESEF single format reporting, which was a new legal requirement. Materiality is the level at which we believe that misstatements can reasonably influence decision-making of users of the annual accounts like yourselves. Materiality is of importance to our audit as it determines the nature, timing, and extent of our audit procedures, and it is relevant for the evaluation of any misstatements identified. We determined the materiality for the annual accounts as a whole at EUR 140 million, which represents 1% of core equity.

Misstatements in excess of EUR 7 million were reported to the management board and to the audit committee of the supervisory board. After determining the required materiality, we performed our risk assessment by identifying those areas where the risk of material misstatement in the annual accounts, whether caused by error or fraud, is the highest. In our auditor's report, we've included further details as to how we assessed risk of error, risk of fraud, and non-compliance with laws and regulations, and our audit response to going concern and the impact of COVID-19. For the first time this year, we also explicitly considered in our audit and included in our auditor's report how we assessed climate-related risks and our audit response thereto. This did not result in significant findings.

That takes me to the group audit, because to be able to take full responsibility for the global audit of the annual accounts, we instruct KPMG component auditors to perform audit procedures at local reporting entity level on our behalf and in addition to the audit procedures that we perform at group level. We determine which entity and with what level of materiality these local audits needed to be performed. In doing so, we considered the risk profile and the financial relevance of these entities to the group as a whole. For more complex audit areas, we involved KPMG specialists, for example, in the area of IT, forensics, actuarial, and valuations. Our audit has a solid coverage of 89% of core equity and 92% of profit before tax. Due to the ongoing impact of the COVID-19 pandemic, similar to last year, our audit was largely conducted remotely.

That takes me to the findings of our audit. In December, we reported our findings on controls in our management letter. Management's response and follow-up to our control observations were discussed with the management board and the audit committee of the supervisory board. Upon completion of our audit in March this year, we identified five so-called key audit matters and reported those to the management board and the audit committee. Key audit matters are those matters that, in our professional judgment, are of most significance to our audit and are therefore included in our auditor's report. Next to key audit matters, we also reported other matters with respect to the accounting of M&A transactions that NN conducted in 2021, the group's preparations for the conversion to IFRS 17 and 9, which will be effective as of 2023, and compliance with laws and regulations.

We attended all six meetings of the audit committee and the risk committee of the supervisory board in 2021, and held separate meetings with the chair of the audit committee, the chair of the risk committee, and the chair of the supervisory board, at least on a quarterly basis. We experience an active engagement of the audit committee, and our findings and observations are taken seriously. This brings me to the end of my presentation on our auditor's report on the 2021 annual accounts of NN Group. I'm happy to take any questions and give the floor back to you, Dave.

David Cole
Chair of the Supervisory Board, NN Group

Thank you, Dick. Let me look to see if there are any questions regarding this item on our agenda. Yes, Mr. Keyner.

Errol Keyner
Deputy Managing Director, VEB

Errol Keyner. Mr. Chairman, I got two questions, one for the auditor, but maybe one to the board. Actually, I need your help for asking this question. Normally, when I try to analyze an annual report, I certainly look at the income statement, I look at the balance sheet, I look at the strategy of the company and try to understand how a company's earning its money, and also try to assess, well, how does the future in a few years look? Is it positive or not? How does this compare to the actual share price? With a company like NN, I've got the same issue with Aegon, so this is not a criticism towards NN.

David Cole
Chair of the Supervisory Board, NN Group

Mm-hmm.

Errol Keyner
Deputy Managing Director, VEB

It has to do with the insurance business. When I look at your income statement, well, very ignorant. Well, I should be very happy, EUR 3.3 billion net profit. Hooray, I'm very happy. After the income statement, there's a few extra lines. All companies have that, but normal companies, they're not so relevant, the extra lines which come after the income statement. It's a comprehensive income statement. I look at you know this much better, at least I hope, than I do. After these kind of small adjustments, the EUR 3.3 billion net profit ends up in a loss of -EUR 2.8 billion. Nobody is worrying about it, so I say, "Well, probably something special." I guess it's hedging, and hedging has to do probably with timing differences.

Whatever you book as a negative right now ends up as a positive, hopefully next year or in five years. I'm not sure. Maybe you over-hedged something and that the pain will never be recovered in two or three years. My question really is, what should I do with these numbers? 'Cause in addition to the normal income statement and the adjustments which come afterwards, which are much bigger than the normal profit, you also report your own operating profit. Of course, that's also which is publicized very heavily, and that determines more or less also whether NN is performing well or not. This is not even the end of the story, because what really matters is the way, the extent to which you're able to generate extra capital. The Solvency II framework.

Help me asking the question, what should I do with your numbers? How can we rely on the fact that EUR 3.3 billion net profit is a good performance? That's my key question actually to you. For the auditor, I've got a different question, but that's for later.

David Cole
Chair of the Supervisory Board, NN Group

Okay. Would you go ahead and ask the second question, and we'll

Errol Keyner
Deputy Managing Director, VEB

Second question has to do with the internal control mechanisms. I think NN has been very frank in responding to my critical question about what the hell has happened. Has something happened in the nineties. Trying to address the issue, trying to solve it, and then you suddenly discover beginning of this year, "Gee, we did something wrong, and we still have to correct it." This links definitely to the internal control mechanisms, and this is of course a fundamental thing which also the auditor looks at. My question to you is that a reason for you to really focus even more on doing some extra checks on. So far you say, well, the internal control is fantastic with NN, but maybe it is not as fantastic as we all believe.

Is that reason for you to reevaluate your approach in checking the internal control mechanisms or not? Have you maybe already done so? Because I believe it was in February, you probably didn't end your check on 2021 by that time. Has this changed your control mechanisms?

David Cole
Chair of the Supervisory Board, NN Group

Excellent. Thank you. Actually, for the first question, I think I'll turn to Delfin, CFO. How to understand the numbers?

Delfin Rueda
CFO, NN Group

It seems an easy question, huh? The answer is not that easy, huh? Obviously, you see that when we present our results, we do not emphasize the net profit of the year, huh? That's not the number that come first. That's not the number that people ask questions about. No doubt that the way of assessing the net worth creation of the group comes from the perspective of how much available funds, how much available capital one has requirement that you need to apply to run your business. That's why our key performance indicator is operating capital generation, which is the normal capital generation that we can generate every year.

That's important because the approach of NN Group is to maintain a sustainable amount of capital generation that supports the payment of our ordinary dividends and also a bit extra for allowing us to grow or to compensate our shareholders in the way of the share buybacks. Capital generation is the key performance indicator. I could spend some time trying to explain how the accounting works, but as you know that next year, beginning of 2023-

David Cole
Chair of the Supervisory Board, NN Group

Change the channel.

Delfin Rueda
CFO, NN Group

There is a new standard of accounting for insurance liabilities that actually changes some of the aspect or some of the elements that now contribute through the other comprehensive income, what you rightly refer to as what happens from the net profit, things that are not considered impacting your profit and loss account, but that impact your shareholders' equity. Allow me, I can elaborate further if you've got any details, but I think the importance and the focus we have had since the beginning, since we presented the equity story, since we did the IPO, was we focus on maintaining first a moderate level of risk. That's why risk tolerance, that's why our cash flow matching is very important in order to maintain a sustainable generation of regulatory capital.

That is what gives the group stability, solvency, a strong balance sheet, but at the same time allows to maintain a regular ca-

Distribution repayment for the capital for your investment in NN.

David Cole
Chair of the Supervisory Board, NN Group

Thank you.

Dick Korf
External Auditor, KPMG

Yeah.

Errol Keyner
Deputy Managing Director, VEB

If I may react on that immediately because I'm not surprised about his answers, so I may be less ignorant than I may have presented myself.

David Cole
Chair of the Supervisory Board, NN Group

Mm-hmm.

Errol Keyner
Deputy Managing Director, VEB

With that conclusion, what's the bloody point of IFRS of this whole reporting? Because there must be thousands and thousands of hours and thousands of people, I imagine even, with your auditing work, and you're not doing this on your own. You must be a big team with a big bill to be sent as well. You're happy with that, of course. What's the bloody point? Even with all the changes, you see an income statement, you see the balance sheet, but in the end, the only thing that counts is, you know, obviously how much capital can you set aside, and with the capital, you can do nice things for people, either for shareholders or growing the business whatsoever. What's the point of this whole IFRS reporting?

David Cole
Chair of the Supervisory Board, NN Group

Thank you very much.

Errol Keyner
Deputy Managing Director, VEB

Maybe that's a question to you because that's your work, actually.

David Cole
Chair of the Supervisory Board, NN Group

Let me.

Errol Keyner
Deputy Managing Director, VEB

I'm happy to take

David Cole
Chair of the Supervisory Board, NN Group

Thank you very much for the follow-up. Let me turn to Dick to basically respond to the question regarding the internal control system as well as perhaps make a brief comment regarding the proposed changes in IFRS and how it will per-

Dick Korf
External Auditor, KPMG

Yeah.

David Cole
Chair of the Supervisory Board, NN Group

Perhaps address some of the concerns.

Dick Korf
External Auditor, KPMG

Let me address what's the point with IFRS head on and then come back on your question on internal controls. You need to have a standard for reporting because you're active in capital markets and the lawmakers have taken decisions about, okay, how best to be transparent and to have comparative numbers in the marketplace for companies under a single standard of reporting, and that's IFRS. Like you have in the U.S., which is U.S. GAAP, and you have under, for non-listed entities, there is Dutch GAAP. There are standards for reporting. Why do you need those? Because to provide insight to users of financial statements, taking the law book and see, okay, this is the reporting against the law book. You can query whether the laws and regulations, i.e.

IFRS for insurance companies is sufficiently insightful, but we need to abide by the law. However, as mentioned, next year there will be a complete overhaul because lawmakers have not been sitting silent and sitting still because one of the older standards in accounting is the accounting standard for insurance contracts, which almost, well, the largest part and the most complex part of the balance sheet comprises of, and the profit and loss account. That standard has been changed, and that will now need to be adopted. That's I would say go to the lawmakers, and you have had the opportunity to give your input there because there's a due process, but you understand.

Errol Keyner
Deputy Managing Director, VEB

I understand that you have to stick to the law, but if the key is, it helps you to gain insight, and we all conclude that that's also. I heard Mr. Delfin has been very clear in the past as well. Been asking similar questions in the past as well. In fact, I've been asking for real insight into us and other companies as well, even the analysts who claim that they understand you. No, we don't understand at all what is happening. So it doesn't give any kind of insight, this formal earnings on the income statement. What you're saying, it's a law, so you have to stick to the law and the standard.

Do you believe that with the new standards as of next year, that investors can get more value, can learn more from the income statement and the balance sheet than they do right now?

Dick Korf
External Auditor, KPMG

Well, I do not agree with you that the current financial statements do not give any insight. They do give a true and fair view of the company's financial position and its results and cash flows in accordance with these requirements. The question is whether all the users do understand the basis for preparation and fully recognize what's behind it. That's, I think, the confusion you're talking about. It's meant to provide insight in the capital position and in the cash flows that will be available for investors. Now the new standard. The new standard is, I would say, refreshed to the extent that it is being brought more in accordance with other modern standards like, for example, the standards which were issued were effective since 2018, IFRS 9, which is the standard on financial instruments.

This standard is more or less built under the same principles to provide more relevant information on current financial cash flows, current values, and the likes. Let's see whether that would be information that you really embrace in the coming years.

David Cole
Chair of the Supervisory Board, NN Group

Question on the ICS?

Dick Korf
External Auditor, KPMG

Yeah, internal controls. Internal controls are truly relevant, first of all, for the company, because internal controls, you need to have them to make sure that the information that you get on your table, is it financial information? Is it non-financial information? Is reliable. A company, and also NN, has a strong set of internal controls in terms of coverage, in terms of making sure that information is being prepared, is reliable. However, for a large organization and for any organization, internal control is not a stable context. It's subject to change. It's not only to prevent that there will be mistakes, but also to detect and once detected, there is remediation. What do we do with internal controls?

As said, we make an assessment of the significant risks which we need to look at from an audit perspective that could lead to material misstatements in the financial statements. For each of these significant risks, we then identify our audit approach. Our audit approach can either be relying on internal controls or taking substantive procedures, new samples, for example. For each and every of these significant elements underlying these significant risks, we assess. Can we rely? If so, do we rely? Sometimes we can rely on internal controls, but we still decide not to rely because it's more efficient just not to test internal controls. It's a mixture of controls testing as well as substantive testing that we perform.

During the performance of our audit, we find, and that's what I also mentioned, we may come up, and we do come up with observations on the quality of internal controls. Those observations are then shared with management and with the audit committee of the supervisory board. Our role is that we first bring up those points and make sure that the response to remediate is appropriate and sufficient.

Errol Keyner
Deputy Managing Director, VEB

I think I knew all that in advance.

Dick Korf
External Auditor, KPMG

Oh.

Errol Keyner
Deputy Managing Director, VEB

Actually, that's with all companies, all professional companies. The only question we're having, did this incident which was discovered in February after the court case and so on, that even NN was surprised about, "Gee, how could we have missed that after all this work in the past and all this publicity?" and so on. "Gee, how could we have missed that?" Is that for you a sign, a trigger to reevaluate the way you check the internal control mechanisms of NN? That's the only question I'm having.

Dick Korf
External Auditor, KPMG

Yeah. No, well, that's.

Errol Keyner
Deputy Managing Director, VEB

If you say, "No, there's no problems." I'm serious, so let it be. Okay.

Dick Korf
External Auditor, KPMG

The answer is yes. Any incident is observed and assessed and considered. Yeah.

David Cole
Chair of the Supervisory Board, NN Group

Thank you, Dick. Let me just say two words first to confirm that all incidences are looked at as opportunities to learn. I think it's absolutely essential that we remain open and willing to learn from our mistakes. Absolutely, I'd like to confirm that. Second, I appreciate your question regarding the complexity of financial accounting for insurance groups. I appreciate that. It's not ours by design, but we do need to live with it. We are moving to a new standard in 2023. The purpose of the updated standard is actually to facilitate a better understanding of the movement of both sides of our balance sheet. Right now, there's a little bit of an asymmetry in the way the accounting standards treat different sides of the balance sheet.

The supervisory board, of course, is aware of this upcoming change, and already for a couple of years now, we've been involved in very intense deep dive learning sessions to ensure that we ourselves are familiar with the standards that will become applicable to us as of 2023. Thank you for your questions. Any other questions regarding this item? Mr. Vreeken.

Robert Vreeken
Public Affairs and Investor Relations, WeConnectYou

My name is Robert Vreeken. With respect to risk management, I think there are some blind spots also with auditors because audit companies serve all top companies, just like Ernst & Young. The problem now lies with the inflation rate, 10%-20%. All of a sudden, pensions are reduced by 10%-20% within only a few months. That is true for assets, and this is terrible for a lot of people. For people with a lot of assets, but certainly for those with a smaller pension. This is something that we could all have seen coming. 50 years ago, the Rome report. 49 years ago, the oil crisis. What did we all do about that? We actually helped the whole Near East to become billionaires.

We've actually exported too much of our know-how to China, concluded too many deals with Russia. All of this is very relevant, but in your risk management of the auditors in the analyses for all companies, I do not hear any of this. Russia, China, you're absolutely beside the point there. In the Near East, we've totally missed that factor. I think the top of companies should not fall asleep, but focus on this. A lot of intelligence is being paid, but in 1973 already, it was very clear that this had to be turned around. Now we're importer gas and a huge natural gas issue. On top of that, we have cybercrime to deal with. Cybercrime is financed by parties that have very deep pockets. At a certain point in time, they are going to attack our banking and SWIFT payment system.

How has that been taken care of? The worst part is the soft spot we have here in the Netherlands with our Prime Minister Mark Rutte and his old-fashioned Nokia in his Bermuda triangle. Now, what's going to happen to the NN pensions? What's your plan B on how to pay out those pensions in a simpler fashion that is not prone to cyberattacks such as internet? A second point, you're going to start buying electric vehicles, but our target group doesn't want a car that costs EUR 30,000-40,000 with a very polluting battery pack that costs so much. They would rather use a transportation means that has a battery of only 5 kilos instead of 500. May I interrupt? Please ask your question. I think that risk management isn't true. It's a mismanagement.

All auditors have some kind of system that establish, "Oh, this is all fine," but in the practice, it's full of blind spots. That leads us into the situation we are now, an inflation of 10%-20%, dependent on Russia for gas, dependent on China for their exports, all of which has been foreseen by many seers and visionaries much earlier on. Thinking out of the box and looking at the perspective of a younger target group is what I would recommend, and this is in addition to what the gentleman of the VEB says. Great questions, good dialogue, but this is what it's all about in the Netherlands.

David Cole
Chair of the Supervisory Board, NN Group

Quite a number of your observations, of course, are incredibly broad, much broader than the NN Group. I'm sure you're aware of that as well. What I'm gonna do is I'm gonna ask David Knibbe to perhaps respond to your question regarding our ways of thinking about risk management, various scenarios, a little bit regarding your question regarding pensions and risk associated to our pension payments coming at us from a cyber perspective. Then perhaps some of the other comments and questions we will note, we'll take on board, and there'll be an opportunity for a broader discussion outside of the shareholders' meeting. Thank you.

David Knibbe
CEO, NN Group

Maybe just to start with, I mean, the overall inflation is not 10%-20% today. I mean, we see some monthly numbers, the overall is still significantly lower. But you're right that if we see long-term high inflation, that will have an impact on pension levels. Fortunately today, that is not the case yet. On the energy situation, yeah, I think we all agree that we still have a very high dependency on oil and gas. The reality is that what can we influence as a company today, and this is exactly what we've been talking about, is we can through engagement encourage companies to go into the energy transition as quickly as possible.

I also mentioned that we more than doubled our own investments in green energy. We freed up EUR 6 billion to support investments in green energy. We are trying to play our role to support companies in the transition and also by doing the right investments. I think on cyber, that is clearly a very high area of attention. I think it was already the case. I think the war in Ukraine has put everybody even on a higher alert. Reality is also today, we haven't seen an increased amount of cyberattacks on NN, but we're.

I think we have a very sophisticated way to protect ourselves, but it is, in a way, a weapons race and we'll continue to have to be on high alert because on cybersecurity, one can never be very confident that that you're always safe. So we'll continue to work hard to do that. Finally, your comment on lease cars. First of all, the amount of lease cars is already a lot smaller than before, but we're not forcing people into a lease car. So if there would be a young generation, there is also the possibility of not taking a lease car, actually to get a lease bike or to go with the public transportation. So I think our CLA offers a lot of flexibility for people, also for the younger generation.

David Cole
Chair of the Supervisory Board, NN Group

Thank you very much. Any other questions regarding the adoption of our annual accounts, item 4. A? If not, I'd just like to remind everyone that voting for this agenda item, 4. A, is open until the end of the meeting. I'd like to close this item and move to the next item. Item 4.B Is a discussion item. It's explanation of the company's dividend policy. I'd like to refer you here to the policy which has been published on NN Group's website. Just a few words of explanation before we go to questions. According to the NN Group's dividend policy, NN Group intends to pay a progressive ordinary dividend per share.

Under normal circumstances, NN Group intends to declare an interim dividend, which will be calculated at approximately 40% of the prior year's full-year dividend with the disclosure of its first half-year results and to propose a final dividend at the annual general meeting of its shareholders. NN Group intends to pay dividends either in cash after deduction of withholding tax, if applicable, or in ordinary shares at the election of the shareholder. Dividends paid in the form of ordinary shares will be delivered from NN Group treasury shares. If and to the extent that treasury shares are not used for the payment of stock dividend paid in the form of ordinary shares will be issued from the share premium reserve. NN Group intends to neutralize the dilutive effect of the stock dividend through the repurchase of ordinary shares.

NN Group also intends to execute a recurring annual share buyback of at least EUR 250 million. Additional excess capital is to be returned to shareholders unless it can be used for value-creating opportunities. When proposing a dividend or announcing a buyback, NN Group will take into account, among other things, its capital position, leverage and liquidity positions, regulatory requirements, and strategic considerations, as well as expected development of those aspects. At this point, I'd like to open the floor to see if there are any questions regarding this agenda item. Seeing none, I'd like to remind everyone that this is not a voting item, so I'd just like to move to the next item, if we may. Item 4. C is a proposal to pay out a dividend. This is indeed a voting item.

I'd like to refer to the proposal to pay out the dividend, which has been already mentioned by David earlier today in his presentation and is now officially put to a vote. Just a few words of explanation. In our convocation letter on page four, we already indicated the proposal to pay out the dividend. In short, it's proposed to pay out a final dividend of EUR 1.56 per ordinary share. Together with the interim dividend of EUR 0.93 per ordinary share that was paid in September 2021, this will result in a total dividend over 2021 of EUR 2.49 per ordinary share, EUR 2.49 per ordinary share. The key dates for the proposed dividend are shown on the slide.

I'd like to open it up to see if there are any questions regarding the proposed final dividend. I see none, so I'd like to note that the voting on this proposal is also open until the end of the meeting, item 4. C. We'll close this item and we'll move to the next item. Item 5 is a release from liability. It's a voting item. It proposes to release the members of the executive board from liability for their respective duties performed during the financial year 2021. I'd like to ask if there are any questions regarding this item. I'd like to note that voting on this item, to release the members of the executive board from liability for their respective duties performed during the financial year of 2021, as included in agenda item 5. A, is open until the end of the meeting.

I'll close this item and move to the next item, 5.B. 5.B is a proposal to release the members of the Supervisory Board from liability for their respective duties performed during the financial year 2021. This is a voting item. This proposal was included in the convocation letter on page four. Let's see if there are any questions from the room. Yes, Mr. Keyner.

Errol Keyner
Deputy Managing Director, VEB

Almost, Keyner VEB, I almost forgot to ask, as it relates to the Supervisory Board, of course. You do a self-evaluation, and I have to. Normally, I do everything by heart, but this I have to read out. You did a self-evaluation, and there was one sentence which I wasn't sure how to understand.

David Cole
Chair of the Supervisory Board, NN Group

Mm.

Errol Keyner
Deputy Managing Director, VEB

The result, one of the results out of the self-evaluation about the performance of the supervisory board was striking a more balanced approach between conformance and performance. Now, you heard me speaking so far. I've got a more direct customer engagement. For us as an organization, it's important that we're allocating appropriate amount of time to make sure we're in control and in compliance. Everyone expects that. Also that we have enough time to talk about where do we want to go and what do we need to do to get there. That's what

David Cole
Chair of the Supervisory Board, NN Group

Thank you. That's clear. Thanks. Any other questions regarding this item? If not, I'll note that voting for this item 5.B is open until the end of the meeting, and I'll close and move to the next agenda item. Item 6.A is the notice of the intended appointment of Annemiek van Melick as a member of the Executive Board. This is a discussion item. This proposal was included in the convocation letter on page five. As you already know, Annemiek is joining today's meeting. I'd like to welcome her again and ask if you'd like to stand up, so once again, everyone can see you. Thank you, Annemiek. By way of background, on the 12th of October, 2021, the Supervisory Board gave notice of its intention to appoint Annemiek van Melick as member of the Executive Board and Chief Financial Officer of the company.

Annemiek will succeed Delfin Rueda, who will leave the company as of July 1, 2022. She'll be appointed for a term of four years, which appointment will become effective as of July 1, 2022. Her term of appointment will end at the close of the annual general meeting in 2026. As a result of this appointment, Annemiek will also become Vice Chair of the Executive Board for the same term. To ensure a smooth transition, Annemiek will already join the company as a member of the management board as of June 1, 2022. With her appointment as member of the executive board and chief financial officer as of July 1, Annemiek's membership of the management board will continue, and she will also become vice chairman of the management board.

A short biography of Annemiek has been included in the convocation letter as well as in the presentation. The supervisory board intends to appoint Annemiek because of her extensive experience in the financial services industry, her in-depth knowledge of insurance, banking, and asset management, as well as her experience as executive board member and chief financial officer. The intended appointment of Annemiek is in accordance with the profile of the executive board and the management board of the company, which has been published previously. The intended appointment of Annemiek has been approved by the De Nederlandsche Bank, and the Central Works Council of the company have informed the supervisory board that it supports the intended appointment. More information regarding this item can be found in the convocation letter on page five. Annemiek, would you like to say anything before we go?

Annemiek van Melick
Member of the Executive Board, NN Group

I hope I can be heard. I was instructed to almost eat the mic, but I don't think that's very charming. First of all, thanks to the Supervisory Board and also the shareholders for providing me with this opportunity to actually become CFO of NN. I have over 20 years of experience in both the insurance and banking industry in the Netherlands, as well as international investment banking, and I'm really looking forward to bring this experience to NN, a solid and dynamic insurer, well-rooted in Dutch society, but also with attractive international businesses and a balanced shareholder approach. I'm really looking forward to start and counting down the days until the first of June and spending a month together still with David to get onboarded. Thanks.

David Cole
Chair of the Supervisory Board, NN Group

Excellent. Thank you, Annemiek. Let me see if there are any questions from the shareholders here today. If not, I'd just like to comment that we believe we found a strong successor for Delfin, who will leave NN, having been our CFO since 2014. Annemiek van Melick has extensive executive experience in the financial industry. Previously, she was a member of the executive board and CFO at ASR in the Netherlands. She's also served as CFO with De Volksbank and was chief financial officer and risk officer of the SNS Retail Bank. We look forward to welcoming Annemiek to NN. We believe she's well-placed to help drive NN's strategy in the years to come. Thank you. We'll close this item and move to the next item, which is the intended reappointment of Delfin as member of the executive board.

This proposal was included in the convocation letter on pages five and six. Let me give just a little bit of background. The term of appointment of Delfin as member of the executive board ends at the close of today's meeting. The supervisory board gives notice of its intention to reappoint Delfin Rueda as member of the executive board for the period from the close of this meeting up until July 1, 2022. The supervisory board also has the intention to designate Delfin Rueda again as CFO of the company, and as a result, as vice chair of the executive board for the same term. With the reappointment of Delfin, his membership and position of vice chair of the management board of the company also continue for the same term.

The supervisory board intends to re-appoint Delfin Rueda because of his international experience in the financial industry, especially in the insurance sector, his professionalism and extensive knowledge, his leadership profile, and experience as an executive board member. His intended reappointment serves continuity and ensures a smooth transition given Annemiek van Melick's intended appointment as of July 1, 2022. The intended re-appointment of Delfin Rueda is in accordance with the profile of the executive board and management board of the company as previously published. The Central Works Council of the company has informed the supervisory board that it supports the intended reappointment of Delfin Rueda. More information on this item can be found in the convocation letter, as I mentioned, on pages five and six. I'd like to ask if there are any questions or remarks from the shareholders.

If not, I'd just like to continue, and Delfin, also on behalf of the supervisory board, I'd like to state that we're grateful that Delfin has agreed to stay on one more month with the company, and this really in order to ensure a smooth transition for Annemiek as our new CFO. I think the gesture says a lot about Delfin's demeanor, his commitment, and his unwavering support to the company. During his 10 years at the NN Group and its predecessor, ING Insurance Eurasia, Delfin has played an instrumental role in shaping NN's strategy and in transforming the company into the strong international player that it is today.

With a sharp focus on NN's robust financial and risk profile, Delfin played a key role in the IPO of the company in 2014, the implementation of Solvency II, multiple acquisitions and investments which further strengthened the company's footprint. On behalf of the Supervisory Board, the Management Board, and I'd like to thank all NN Group employees, I'd like to thank you, Delfin, for your contribution, your dedication, and just for who you are. We wish you all the best in your future endeavors. Thank you. I'd like to close the agenda item there, and we'll move to the next item on the agenda, item 7, specifically 7. A, which is the composition of the Supervisory Board. 7. A is a proposal to reappoint David Cole as a member of the Supervisory Board. It's a voting item.

I think you can all imagine it's probably a little bit of an uncomfortable item for me to lead. If you don't mind, I'd like to give the floor to Hélène Vletter-van Dort, Vice Chair of the NN Group Supervisory Board, who will provide an explanation.

Hélène Vletter-van Dort
Chair of the Remuneration Committee and Vice Chair of Supervisory Board, NN Group

Thank you, Dave. Yes, in accordance with the rotation schedule of the Supervisory Board, the term of appointment of David Cole will end at the close of today's meeting, resulting in a vacancy that needs to be filled. David has luckily indicated that he's available for reappointment. Supervisory Board has nominated David for reappointment as member of the Supervisory Board for a term of four years, and if adopted, the reappointment shall become effective as from the close of this meeting and ends at the close of the annual general meeting in 2026. A short bio of David is included in the convocation letter as well as in the presentation. You see it here.

If the proposed re-appointment of David is adopted by the general meeting, the supervisory board intends to reelect him as chair of the supervisory board and as member of the audit committee and chair of what we call the Nomination and Corporate Governance Committee. David has been nominated for reappointment because of his extensive international experience in the insurance and banking sector, his experience as executive and supervisory board member, his in-depth knowledge of banking and insurance services, as well as the professional manner in which he fulfills his positions, I should say, of member and chair of the supervisory board. The nomination of David is in accordance with the profile of the supervisory board. The Central Works Council has informed the supervisory board that it does not have recommendations for this nomination and supports the reappointment of David Cole.

More information can be found in the convocation letter, and to be precise, on page 6 of that convocation letter. The nomination of David Cole is subject to the condition that the general meeting will not recommend any other person for nomination. We have not received any such recommendations in advance of this meeting, and I assume that the general meeting does not wish to recommend any other persons. Since the general meeting doesn't seem to recommend any other persons for nomination, the proposal to reappoint David Cole as member of the Supervisory Board will be officially put to a vote. I should now like to open the floor for any questions. I think I can note that the voting on the proposal to reappoint David Cole as member of the Supervisory Board as included in agenda item 7.A is open for voting until the end of this meeting.

Dave, I think I can give the floor back to you now.

David Cole
Chair of the Supervisory Board, NN Group

Thank you, Hélène. We'll go now to item 7.B, which is a proposal to reappoint Hans Schoen as member of the Supervisory Board. This is a voting item. This proposal was included in the convocation letter on pages six and seven. By way of background, in accordance with the rotation schedule of the Supervisory Board, the term of appointment of Hans Schoen will end at the close of today's meeting, resulting in a vacancy that needs to be filled. With regard to this vacancy, the Central Works Council of the company has an enhanced recommendation right. The Central Works Council has made use of this enhanced recommendation right and has asked the Supervisory Board to nominate Hans Schoen as the person recommended by the Central Works Council, and Hans has indicated that he's available for reappointment.

The Supervisory Board has nominated Hans for reappointment as a member of the Supervisory Board. This proposed reappointment is a term of two years in line with Dutch Corporate Governance Code. If adopted, his reappointment shall become effective as from the close of this meeting and ends at the close of the annual general meeting in 2024. A short biography of Hans is included in the convocation letter as well as in the presentation in front of you. If the proposed reappointment of Hans Schoen is adopted by the general meeting, the Supervisory Board intends to reelect him as chair of the audit committee and as a member of the risk committee and remuneration committee.

Hans Schoen has been nominated for reappointment because of his in-depth knowledge of the insurance and pension sector, his expertise in the field of financial reporting of insurance companies and pension funds, as well as the professional manner in which he fulfills his membership of the supervisory board. This also helps us share continuity in the composition of the supervisory board. The nomination of Hans is in accordance with the profile of the supervisory board previously published. More information regarding this can be found in the convocation letter on pages six and seven. Nomination of Hans Schoen is subject to condition that the general meeting will not recommend any other persons for nomination. We've not received any such recommendations in advance of this meeting, and I'd like to assume the general meeting does not wish to recommend any other persons. Let me just pause for a moment.

Since the general meeting does not recommend any other persons for nomination, the proposal to reappoint Hans Schoen as member of the Supervisory Board will officially be put to a vote. Are there any questions regarding this matter? I'd like to note that voting on the proposal to reappoint Hans as a member of the Supervisory Board, as included on agenda item 7. B, is open until the end of the meeting. With that, I'll close this item and move to the next agenda item. Item 7. C is a proposal to appoint Pauline van der Meer Mohr as a member of the Supervisory Board and is a voting item. This proposal was included in the convocation letter on page seven. Also, as we earlier introduced Pauline, she's joining us today. Pauline, if you don't mind just briefly standing up? Thank you very much.

I'd like to give an explanation to the item. As announced on the 10th of March 2022 and following a vacancy that needs to be filled, the supervisory board has nominated Pauline van der Meer Mohr for appointment as a member of the supervisory board for a term of 4 years. If adopted, Pauline's appointment shall become effective as of the 1st of January 2023 and ends at the close of the annual general meeting in 2026. If appointed, it is intended that Pauline will also become a member of the supervisory board for remuneration committee, as well as the nomination and corporate governance committee. A short biography of Pauline is included in the convocation letter, as well as on the slide in front of you. As you can see, Pauline has recently been appointed as a supervisory board member of Koninklijke Ahold Delhaize N.V.

And is chair of the supervisory board of ASM International N.V. Pauline has been nominated for appointment because of her extensive experience as executive and supervisory board member, as well as her knowledge of and strong background in corporate governance, people and organizational management, and environmental, social, and governance topics. Her nomination is in accordance with the profile of the supervisory board.

Robert Vreeken
Public Affairs and Investor Relations, WeConnectYou

The proposed appointment of Pauline has been approved by the De Nederlandsche Bank. The Central Workers' Council has informed the supervisory board that it does not have recommendations for this nomination and that it supports the appointment of Pauline van der Meer Mohr. More information can be found once again in the convocation letter on page seven. The nomination of Pauline is subject to the condition that the general meeting will not recommend any other person for nomination. We've not received such recommendations in advance of this meeting, and I assume the general meeting does not wish to recommend any other persons. Let me pause just to give an opportunity if there's, Mr. Frenken.

Um,

I see a pattern within the NN Group, and that pattern is something that pleases me. I just worked through all this matter and information, and I see a high level of knowledge, skills, and experience with especially the female candidates. With Annemiek and being very versatile and knowledgeable. Annemiek worked with Volksbank. She probably even worked side by side with a former minister. She's also worked for Goldman Sachs and Lehman Brothers. What I also like is that she is from Bavaria and Swinkels, because I'm very much in favor of Heineken 0.0, and all of that development started at Bavaria with their very first non-alcoholic beverage. Very transparent and interesting companies. You're probably wondering, what is he getting at? Indeed, that was my worry.

I believe a good company is only benefited by good transparency, and I think that in a very quiet and modest way, we've been able to attract a top person, Pauline van der Meer Mohr. She is now at Ahold in the supervisory board with the old CEO of IKEA. That's where she can really make a headway. She's also, or was, the chair of the executive college at the Erasmus University, so she has a very good relationship to young people, our target group between 20 and 30. She can help us immensely. Moreover, she is or was in the supervisory board of ASML. Much more important for me personally is she is chair of the supervisory board of ASM International, and that's my best performing share. I achieved a return of 2,270%.

This is a person everyone can learn from. This is a person that can look to the future, that can think from the perspective of youngsters. I am absolutely convinced that NN Group can be extremely proud of all these new women they've brought on board, proud of the versatility that they represent, not only nationally, but also internationally. This is exceptional for a supervisory board and an executive board. I have another question. We have MeToo. This wasn't only in The Voice and TV, in the theater and in the corporate world. We have a lot more. Usually MeToo allegations or new female ladies think about. Go back if you don't mind just to the specific that nomination. I'd like to now go formally to the appointment of Pauline.

Before we go to the vote, there's opportunity for questions, so I appreciate you now have asked a question regarding MeToo. First, I'd like to thank you very much for recognizing that we have a number of incredibly capable women who have joined us in the past and are joining us today. It's exactly the view that we have as well. So I appreciate that you've recognized that. I think the question was, do we have MeToo issues within corporate world and more specifically perhaps within it too? Perhaps I'll first ask David if you'd like to respond.

David Knibbe
CEO, NN Group

Yeah, I think as in society, the topic has a lot of attention now. I think after The Voice came out and Ajax and some of the other cases, I think it was clear that most companies and certainly us, we also went back and said, "Did we miss anything? Could this happen also within our company?" Clearly we had all the formal procedures in place. Klokkenluider, whistleblowers. I think all the procedures were in place, but we've also increased the amount of communication on, let's say, what ways are there.

We paid specific attention, including myself in town halls. We spoke about it, and we've been trying also to get to the message for the full company that this is a responsibility of the full company and not just of whoever happens to be the very unfortunate victim, but that we all have a responsibility to provide a very safe and inclusive work environment. There's a lot of attention to it. I think the increased attention for whistleblowers also has led to some increased cases where we've looked into, not specifically related to Me Too, but I think the fact that we pay extra attention to it and the increased awareness is in any case a good thing, and we'll continue to pay attention to this.

David Cole
Chair of the Supervisory Board, NN Group

Thank you, David. Since Ms. Frijken also specifically asked for the view of the women on the supervisory board and board, perhaps Hélène, you could just say a few words regarding your perspectives.

Hélène Vletter-van Dort
Chair of the Remuneration Committee and Vice Chair of Supervisory Board, NN Group

No, I think it's, as David has explained, it's a topic that we feel comfortable and don't feel threatened. They feel that they're open and able to discuss whatever bothers them. That's not a one-time thing, but that is how we want to liaise with everyone in the company, so not just supervisory board or management board, but with everyone in the company in each and every country. That's an ongoing effort, and I think that needs to be an ongoing effort. That's one of those things that if you want to be an employer that attracts and is able to keep talented people in our workplace, then that is another point of attention.

I think that's as much as I can add.

David Cole
Chair of the Supervisory Board, NN Group

As chairman of the supervisory board, I'd just like to state we consider it to be incredibly important that our employees, our clients, our suppliers, our community feel secure and safe in being part of the NN family. That we create an environment where there's open discussion of issues, and that issues, if they occur, are dealt with in an appropriate fashion. It's core to who we are, and I appreciate your raising the topic. Thank you. I'd like to now note that voting on the proposal to appoint Pauline van der Meer Mohr as a member of the supervisory board will officially go forward. Voting is open, and you continue to vote until the end of the meeting. Thank you.

I'd like now to move to item 8, which is the proposal to reappoint KPMG as accountants and external auditor to the company. This is a voting item. This proposal was included in the convocation letter on page 7. I'd like to give the floor to the chair of our audit committee, Hans Schoen, who will give an explanation of the agenda item. Hans, the floor is yours.

Hans Schoen
Member of the Supervisory Board, NN Group

Okay. Thank you, Dave, and good afternoon. As already mentioned, the proposal 23, 2025. Please note that this is the last period KPMG can serve in this capacity, since at the end of 2025, they will have been our auditors for the maximum period of 10 years, so we need to change at that point in time. Let me guide you through the process like I did three years ago. The audit committee held its first discussion on the appointment or reappointment of an external auditor in March 2021 based on an overview of the legal requirements for such a decision.

It was agreed to further discuss the next step in a meeting between the chair of the supervisory board, the chair of the audit committee, and an NN Group finance team, which took place at the end of May last year. Subsequently, the audit committee held a discussion in August last year on the timelines to be applied and on the considerations for appointing a new auditor or re-appointing KPMG. The main considerations at the time are still applicable today and are summarized in the convocation for this meeting.

These considerations are independence, relationship, past experience and quality, team composition, audit fee, the observations of the executive board, and the contribution to a smooth transition for IFRS 9 and IFRS 17 for the next year, which as you know, and it has been raised very briefly early in this meeting, is a major effort for the entire finance actuarial risk team within an international insurance group and a major overhaul of accounting standards. That discussion in August led to a tentative decision to aim for reappointment of KPMG, a proposal that was subsequently supported in a meeting of the supervisory board the next day. As a next step, the audit committee in its November meeting discussed a high-level outline of the KPMG proposal for the audit activities in fees in 2023, 2024, and 2025.

It mandated its chair to work together with the CFO to finalize these discussions on this proposal, in particular the fees, to ensure a fair and satisfactory outcome for both NN Group and KPMG. The audit committee also asked the CFO to accelerate the annual evaluation of the performance of the external auditor so that it could be discussed in its January 2022 meeting, and this again resulted in a positive outcome for KPMG. After several interactions with KPMG, the Audit Committee received a final proposal that was discussed in March and resulted in the recommendation of the Audit Committee to reappoint KPMG for the period 2023-2025. This recommendation was subsequently endorsed by the Supervisory Board and is now on the agenda for your approval. This ends my explanation of the background of our proposal. I'm happy to take any questions.

David Cole
Chair of the Supervisory Board, NN Group

Thank you, Hans. Let's see if there are any questions from the shareholders. Seeing none, I'd like to note that the proposal to reappoint KPMG Accountants N.V. as external auditor of the company has been included on item 8 of the agenda is open until the end of the meeting. With that, we'll close this item, and we'll move to the next, item 9. We go into a series of requests that we've discussed with our shareholders before related to various authorities given to the executive board. Let me introduce 9.A, which is the proposal to designate the executive board as the competent body to resolve to issue ordinary shares and to grant shares to subscribe for ordinary shares. This is a voting item. This item is included in the convocation letter on page eight.

I know you're already quite familiar with this agenda item, which was also submitted to you in previous years. Given the extensive explanation to this agenda item as included in the convocation letter, I assume there's no need for further explanation or to repeat this explanation. With that, I'd like to ask, are there any questions? I'd like to note that the voting on the proposal to designate the executive board as the competent body to resolve to issue ordinary shares and to grant rights to subscribe for ordinary shares, as included in agenda item 9.A (i), is open until the end of this meeting.

With that, I'll close this item and move to the next item, 9.A (ii) , proposal to designate the executive board as the competent body to resolve to limit or exclude preemptive rights of existing shareholders when issuing ordinary shares and granting rights to subscribe for ordinary shares pursuant to agenda item 9.A (i). Also, this is a voting item. This item was included in the convocation letter on page eight. Similar to the previous, you're quite familiar with this item, I believe. It's been submitted to you a number of previous years. Also for this proposal, given the extensive explanation of this item included in the convocation letter, I will assume there's no need to repeat the explanation. Are there any questions regarding this item?

I'd like to note that the voting on the proposal to designate the executive board as the competent body to resolve to limit or exclude preemptive rights of existing shareholders when issuing ordinary shares and granting rights to subscribe for ordinary shares pursuant to agenda item 9.A (i), as included in agenda item 9.A (ii), is open until the end of this meeting. Quite the tongue twister. Let's move to the next item, please. Item 9.B, voting item, is the proposal to designate the executive board as the competent body to resolve to issue ordinary shares and to grant rights to subscribe for ordinary shares by way of a rights issue. This item was included in the convocation letter, likewise on page eight. Since this item has also been submitted to you before, I assume there's no need to further explain. I'd like to open the floor for any questions.

I see there are no questions, so I'll note that the voting on the proposal to designate the executive board as the competent body to resolve to issue ordinary shares and to grant rights to subscribe for ordinary shares by way of a rights issue, as included in agenda item 9.B, is open until the end of this meeting. Move to item number 10. This is the proposal to authorize the executive board to acquire ordinary shares in the company share capital. This also is a voting item. This item was included in the convocation letter on page nine. Once again, I refer to the extensive explanation to this agenda item as included in the convocation letter and assume there's no need to further explain or repeat that extensive explanation. Are there any questions regarding this item?

I'd like to note that the voting on the proposal to authorize the executive board to acquire ordinary shares in the company share capital, as included in agenda item 10, is open until the end of the meeting. With that, we'll close this item and move to the next item number 11, which is a proposal to reduce the issued share capital by cancellation of ordinary shares. Sorry, let me restart. Item number 11, which is a proposal to reduce the issued share capital by cancellation of ordinary shares held by the company. Once again, this is a voting item. This item was included in the convocation letter on page nine and was also supported by an extensive explanation, so I will not repeat that now. Let me see if there are any questions from the shareholders.

Seeing none, I'll note that the voting on the proposal to reduce the issued share capital by cancellation of ordinary shares held by the company, as included in agenda item 11, is open until the end of this meeting. Now, as this was the last voting item on the agenda, in a few moments, we'll close the voting. If you've not already cast your votes, please do so now. As of now, we have closed the voting, and we'll share the voting results with you before the close of the meeting. Thank you all very much for your voting. I'd like to go to any other business. Mr. Vreeken.

Robert Vreeken
Public Affairs and Investor Relations, WeConnectYou

Um...

Well, there are just two more things. Chances are that there'll be another lockdown due to the COVID-19 virus. My urgent request is that these meetings can continue in this physical form because we can do this, and we can realize this at a distance of 1.5 m, 2 m. There are examples of ING Group, PostNL, KPN, and Ahold. That was, you know. It went pretty well. One extreme example, I was the only shareholder physically present at the AGM of Ahold. Whereas there could easily have been 50 people at a safe distance. This is my urgent request to hold physical meetings. Another request to this company, but also to other companies, is not to hold AGMs of important AGMs at the same day.

KPMG and Ahold both were held at 2:00 P.M. It would be really convenient should you discuss the timing of the meetings. I mean, these are agendas and things that you can discuss, years beforehand. It would be great if you would fine-tune that.

David Cole
Chair of the Supervisory Board, NN Group

Other comments or remarks? Yes, please.

Van Besouw
Private Investor, NN Group

Van Besouw is my name, and I'm a private investor. I would appreciate that you know that I appreciate the work of both boards, executive boards and supervisory boards, very much. Thank you.

David Cole
Chair of the Supervisory Board, NN Group

Thank you very much. Much appreciated. Any other items, remarks? If not, I think it's time to show you the voting results. Let's see if we can get the results up on the screen. Just a moment now. Here you see the voting results of agenda items 3, 4.A, and 4.C. All three proposals were adopted with a comfortable majority. Thank you very much. On the next slide, we can see the proposals included in agenda items 5.A and 5B have also been adopted. If we now go to 7.A, 7.B, and 7.C, we can also see there that all proposals have been adopted. Once again, thank you very much. Now we'll go to proposals, agenda items 8, 9.A (i), and 9.A (ii).

We can see there that the proposals have also all been adopted. Finally, we have agenda items 9.B, 10, and 11, which were once again all adopted with comfortable majorities. This means that all voting items have been adopted by the general meeting. Once again, thank you very much for your vote and your confidence. That also means, Pauline, that you've been appointed as a member of the supervisory board of the NN Group. I'd like to congratulate you on this appointment. Also, on behalf of the fellow supervisory board members, we very much are looking forward to working with you. Congratulations. As for the reappointments of Hans Schoen and myself, I'd also like to thank the shareholders for their support, and we both look forward to once again and continuing to live up to the trust that you've placed in us.

Thank you. I'd like to express a word of thanks to Hajo and Clara for their contribution over the past years. Hajo has been a respected SB member from the beginning in 2014, just after the IPO. He's chaired the risk committee, and he's fulfilled an incredibly important leadership role within the Supervisory Board of the NN Group. Hajo's a great listener. He's also someone who always maintains an independent view. As a consequence of these two, he's been a fantastic sparring partner for all of us and has contributed tremendously to the successes of the NN Group since his appointment in 2014. Thank you, Hajo. I'd also like to thank Clara Streit, who started as an SB member at Deloitte, actually in 2013, and then joined the NN Supervisory Board following the acquisition in 2017.

Within the SB, Clara Streit initially, of course, was focused on ensuring a successful integration of Delta Lloyd into the group. Very quickly, of course, her interest and her ability to contribute went much beyond that. We always noted she was keeping a larger view on the strategic picture, where we're headed, not just where we're coming from. We're very grateful for all that she did for the supervisory board. She was also a pleasure to work with. I'd like to wish both Clara and Hajo all the best for the future. Finally, I'd like to congratulate KPMG, who's also been reappointed our external auditor for another three years. The draft minutes of this meeting will be published on the company's websites within three months. The final voting results will be published on the company's websites within a few days.

With that, I'd like to once again thank you all for your physical presence. It was a pleasure to once again see you here, a pleasure to engage. I'll close the meeting and wish you all a wonderful day. Thank you.

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