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

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Algemeen advies 22/04/2017 12:09
Post Closing Acceptance Period ended on 21 April 2017 (at 17:40 hours CET)
13.4% of all issued and outstanding ordinary shares in the capital of Delta Lloyd tendered during the Post Closing Acceptance Period
Settlement of the Shares tendered during the Post Closing Acceptance Period will take place on 26 April 2017
Following settlement NN Group will (indirectly) hold 93.3% of the Shares, including the 79.9% of the Shares already held
NN Group, the Offeror and Delta Lloyd will continue the preparations of the Legal Merger of Delta Lloyd into the Offeror

Reference is made to the joint press release by NN Group and Delta Lloyd dated 2 February 2017 regarding the publication of the Offer Memorandum for the recommended public cash offer by the Offeror, to all holders of issued and outstanding ordinary shares in the capital of Delta Lloyd to acquire their Shares at a price of EUR 5.40 (cum dividend) in cash for each Share (the 'Offer'). Further reference is made to the joint press release dated 7 April 2017 on the results of the Offer Period and in which the Offer was declared unconditional and the post closing acceptance period (na-aanmeldingstermijn) relating to the Offer (the 'Post Closing Acceptance Period') was announced, and the joint press release dated 12 April 2017 regarding the settlement of the Shares tendered during the Offer Period.

Acceptance
NN Group and Delta Lloyd jointly announce that during the Post Closing Acceptance Period, which expired today 21 April 2017 at 17:40 hours CET, 61,025,175 Shares were tendered for acceptance at an Offer Price of EUR 5.40 (cum dividend) in cash per Share (the 'Offer Price'), representing approximately 13.4% of all Shares and an aggregate value of approximately EUR 330 million.

Together with the 364,044,985 Shares that were already held by the Offeror following settlement of the Shares tendered during the Offer Period, NN Group will (indirectly) hold 425,070,160 Shares, representing approximately (i) 93.3% of the issued and outstanding ordinary shares in the capital of Delta Lloyd, (ii) 91.3% of the aggregate number of the issued and outstanding ordinary shares and preference shares A in the capital of Delta Lloyd, and (iii) 90.2% of the aggregate number of the issued ordinary shares and preference shares A (i.e. including shares held by Delta Lloyd in its own share capital) in the capital of Delta Lloyd.

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

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

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

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

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

Delisting
Euronext Amsterdam and Euronext Brussels have confirmed to co-operate with the delisting of the Shares as per the same date as the completion of the Legal Merger. The last day that the Shares can be traded on Euronext Amsterdam and Euronext Brussels will be the last trading day prior to the completion of the Legal Merger.

Announcements
Any further announcements in relation to the Offer will be issued by press release and, to the extent required, made public in Belgium by means of a supplement to the Offer Memorandum, in accordance with Article 17 of the Belgian Law on public takeover bids of 1 April 2007. Any press release issued by NN Group will be made available on NN Group's website (www.nn-group.com) and any press release issued by Delta Lloyd will be made available on Delta Lloyd's website (www.deltalloyd.com). Subject to any applicable requirements of the applicable rules and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror will have no obligation to communicate any public announcement other than as described in the Offer Memorandum.

Offer Memorandum, Position Statement and further information
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement dated 2 February 2017.

Digital copies of the Offer Memorandum are available on the websites of Delta Lloyd (www.deltalloyd.com) and NN Group (www.nn-group.com). Copies of the Offer Memorandum are also available free of charge at the offices of Delta Lloyd and the Settlement Agent at the addresses mentioned below. A digital copy of the Position Statement is available on the website of Delta Lloyd (www.deltalloyd.com).

Delta Lloyd
Delta Lloyd N.V.

Amstelplein 6

1096 BC Amsterdam

The Netherlands




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