NN Group - Tender Offer - Launch

NN Group announces tender offers for two series of subordinated notes

25 APRIL 2023

Full announcement including disclaimers and offer restrictions available via NNGROUP

"NN Group today announces its invitation to holders of its: (i) EUR 1 billion Fixed to Floating Rate Subordinated Notes due 2044 (ISIN: XS1054522922) (the “NC24 T2 Notes”) and (ii) EUR 750 million Fixed to Floating Rate Undated Subordinated Notes (ISIN: XS1076781589) (the “NC24 T1 Notes” and together with the NC24 T2 Notes, the “Notes”), to tender their Notes for purchase by NN Group for cash (each such invitation an “Offer”, and together, the “Offers”). The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 25 April 2023 (the “Tender Offer Memorandum”) as prepared by NN Group, and are subject to the offer restrictions set out below, and as more fully described in the Tender Offer Memorandum."

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"Details of the Offers

A summary of certain of the terms of the Offers appears below:"

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"Rationale for the Offers

The purpose of the Offers and the planned issuance of New Notes (as defined below) is, amongst other things, to proactively manage NN Group’s expected redemption profile. The Offers also provide Noteholders with the opportunity to sell their current holdings in the Notes and to apply for priority in the allocation of the New Notes, as more fully described in the Tender Offer Memorandum.

Irrespective of the outcome of any Offer, NN Group intends to continue to consider future optional redemption rights in respect of the Notes that are not tendered and accepted pursuant to the Offers on an economic basis, taking into account the prevailing circumstances at the relevant time, including: prevailing market conditions, current and future regulatory value, relative funding value of the Notes, rating agency considerations and any regulatory developments."