Shareholder influence

The General Meeting of Shareholders

NN Group strives for a modern corporate governance strategy that takes into account the interests of all its stakeholders, including shareholders.

Voting rights

Each share in the capital of NN Group N.V. gives entitlement to cast one vote. The voting rights can be exercised by the holder of the share. Shareholders who attend a General Meeting of Shareholders in person are allowed to cast votes at their own discretion on the number of shares equal to the number of shares that the shareholder holds on the relevant record date. Shareholders may also exercise their voting rights even if they do not attend a General Meeting of Shareholders, by granting a proxy to a third party who attends the General Meeting of Shareholders.

Appointment members of the Executive Board

As from the settlement date of the Initial Public Offer, NN Group N.V. voluntarily  applies the mitigated large company regime (gemitigeerd structuurregime). As long as NN Group N.V. applies the mitigated large company regime, the members of the Executive Board are appointed by the General Meeting upon nomination of the Supervisory Board. The General Meeting may reject the nomination by a two-thirds majority of the votes cast by shareholders representing more than fifty percent of NN Group N.V.’s issued share capital. As of the moment NN Group N.V. applies the full large company regime, the members of the Executive Board will be appointed by the Supervisory Board. Prior to appointing a member of the Executive Board, the Supervisory Board must notify the General Meeting of such intended appointment.

As long as NN Group N.V. applies the mitigated large company regime, the General Meeting may suspend or remove a member of the Executive Board at any time. A resolution to suspend or remove a member of the Executive Board other than pursuant to a proposal of the Supervisory Board requires a two-thirds majority of votes cast representing more than fifty percent of NN Group N.V.’s issued share capital. If such two-thirds majority of votes cast represents less than fifty percent of the issued share capital, no new meeting can be convened.

As from the moment NN Group N.V. applies the full large company regime, only the Supervisory Board may suspend or remove a member of the Executive Board. However, the Supervisory Board is only entitled to remove a member of the Executive Board after the General Meeting has been consulted on the intended removal. Any suspension may be extended one or more times, but may not last longer than three months in aggregate. If, at the end of that period, no decision had been taken on termination of the suspension or on removal, the suspension will end.

Appointment members of the Supervisory Board

The members of the Supervisory Board are appointed by the General Meeting upon nomination of the Supervisory Board. The General Meeting and the Works Council may recommend candidates for nomination to the Supervisory Board. The Supervisory Board must simultaneously inform the General Meeting and the Works Council of the nomination. The nomination must state the reasons on which it is based. The Supervisory Board is required to nominate one-third of the Supervisory Board members on the enhanced recommendation (versterkt aanbevelingsrecht) of the Works Council, unless the Supervisory Board objects to the recommendation on the grounds that the recommended candidate is not suitable to fulfil the duties of a member of the Supervisory Board or that the Supervisory Board will not be properly composed if the nominated candidate would be appointed.

The General Meeting may reject the nomination of a Supervisory Board member by an absolute majority of the votes cast by Shareholders representing at least one-third of the NN Group N.V.'s  issued share capital. If the General Meeting resolves to reject the nomination by an absolute majority of the votes cast, but this majority does not represent at least one-third of the NN Group N.V’s. issued share capital, a new meeting can be convened in where the nomination can be rejected by an absolute majority of the votes cast, irrespective of the part of the NN Group N.V’s. issued share capital represented. If the General Meeting resolved to reject the recommendation, the Supervisory Board will then prepare a new nomination. If the General Meeting does not appoint the person nominated by the Supervisory Board, the Supervisory Board will appoint the person nominated.

Pursuant to the Relationship Agreement, the Supervisory Board will as of the Settlement Date consist of seven members. ING Groep has the right to nominate three Supervisory Board members (each an ING Groep Nominated Supervisory Board Member) and to nominate and propose replacements for ING Groep Nominated Supervisory Board Members. The Supervisory Board will furthermore consist of four independent Supervisory Board members. The Supervisory Board will appoint one of the four independent members of the Supervisory Board as chairman. As of the Settlement Date, the Works Council will only exercise its enhanced recommendation right in respect of one independent member of the Supervisory Board. The Works Council agreed that it will only further exercise its enhanced recommendation right upon the date on which ING Groep’s (direct or indirect) holding of Ordinary Shares falls below 35% of the issued Ordinary Shares and an ING Groep Nominated Supervisory Board Member resigns in accordance with the arrangement as further described below, in respect of the replacement for such ING Groep Nominated Supervisory Board Member.

The Supervisory Board may suspend a member of the Supervisory Board. The suspension will lapse by law if NN Group N.V. has not submitted a petition to the Commercial Division of the Amsterdam Court of Appeal (Ondernemingskamer van het Gerechtshof te Amsterdam) within one month after commencement of the suspension. The General Meeting can, by an absolute majority of votes cast, representing at least one-third of the issued share capital, resolve to abandon its trust (het vertrouwen opzeggen) in the entire Supervisory Board. A resolution to dismiss the Supervisory Board for lack of confidence cannot be adopted until the Executive Board has notified the Works Council of the proposal for the resolution and the reasons therefor. If the General Meeting dismisses the Supervisory Board members for lack of confidence, the Executive Board must request the Commercial Division of the Amsterdam Court of Appeal to temporarily appoint one or more Supervisory Board members.

Annual accounts

The General Meeting of Shareholders has the right to determine the annual accounts of NN Group N.V.

NN Group Continuity Foundation

The role of the NN Group Continuity Foundation (Stichting Continuïteit NN Group) is to ensure NN Group N.V.’s continuity. Should the continuity of NN Group be affected, this Continuity Foundation can - provided that certain conditions are met - exercise a call option right, especially granted for this purpose, for as many cumulative preference shares equivalent to 50% of the nominal share capital minus one share. This is the only protective measure maintained by NN Group and its purpose is to gain time to find a good solution should a situation that the continuity of NN Group is affected ever arise.

The NN Group Continuity Foundation has an independent board. The composition of the board of the NN Group Continuity Foundation is as follows:

Mr. M. van Gelder (Chairman)

Mr. S. Perrick (Secretary)

Mr. H. Lindenbergh (Treasurer)


download the Articles of Association NN Group Continuity Foundation (Dutch) 

download the Articles of Association NN Group Continuity Foundation (English translation)

Relationship Agreement

The Relationship Agreement entered into by NN Group and ING Groep N.V. contains certain arrangements regarding the continuing relationship between NN Group and ING Groep.

download the Relationship Agreement

Investor relations and contacts with (potential) shareholders

NN Group N.V. has formulated a policy regarding communications with (potential) shareholders, to act in accordance with section IV.3.13 of the Dutch Corporate Governance Code. This policy was adopted by the Management Board of NN Group N.V. on 30 June 2014.

download the Policy regarding communications with (potential) shareholders