AMSTELVEEN, Netherlands–(BUSINESS WIRE)–Athora Holding Ltd.:

Transaction Highlights

• Athora to acquire VIVAT N.V. and retain the life and asset management
  businesses, positioning the company for future growth in the
  Netherlands.
• NN Group to acquire the non-life business as new owner of VIVAT
  Schadeverzekeringen N.V.
• The acquisition offers VIVAT policyholders, employees, and
  distribution partners a long-term solution from an established and
  renowned Dutch insurance brand and a specialized insurance group
  focused on Europe.
• The transaction leads to a stronger proposition in the respective life
  and non-life markets in the Netherlands, enhancing customer offerings
  and injecting fresh capital in the Dutch insurance market.
• Both new owners have a long-term, strategic commitment to the Dutch
  insurance market and offer a strong and solid financial base.
• Athora’s future plans are to grow the VIVAT life business, delivering
  value to existing policyholders and Dutch consumers through new
  product innovation, price competition, continued strong customer
  advocacy, and commitment to sustainability.
• All of VIVAT’s Life brands, including Zwitserleven and Reeal will
  remain present in the Dutch market.
• The headquarters of VIVAT will remain in Amstelveen.
• Financial terms of the overall transaction were not disclosed, but NN
  Group is acquiring VIVAT Schade for €416 million in cash.
• Athora’s consideration will be funded by commitments from its existing
  shareholder base and a limited amount of term debt.
• After adjusting for the transaction, Athora will have approximately
  €70 billion of consolidated assets and VIVAT’s approximately 2.2
  million life policyholders will join Athora’s existing 800,000
  policyholders.
• The transaction is subject to applicable anti-trust and regulatory
  clearances as well as works council consultation.

Athora Holding Ltd. (“Athora”) and VIVAT N.V. (“VIVAT”) announce the
intention of Athora to acquire VIVAT from Anbang Group Holdings Co Ltd.
(“Anbang”). NN Group (“NN”) will become the new owner of VIVAT
Schadeverzekeringen N.V. (“VIVAT Schade”) as soon as possible following
the closing of the acquisition by Athora. Athora will retain VIVAT’s
life and asset management businesses. This transaction will result in
stronger propositions in the respective life and non-life markets in the
Netherlands, enhance customer offerings and deliver fresh capital to the
Dutch insurance market.

Michele Bareggi, CEO of Athora, states: “Today marks our entrance in
the Dutch market following our acquisitions and integration of the
insurance businesses of Generali in Belgium, Aegon in Ireland and Delta
Lloyd in Germany. We are building a specialised insurance group in
Europe and VIVAT’s strong presence, including its compelling brand
portfolio, will become a significant part of our European operations. We
aim to invest in the life business in the Netherlands and deliver value
not only to VIVAT’s existing customers, but also to Dutch consumers
overall. New product introductions, competitive pricing and a renewed
focus on a broad spectrum of customer services will be part of our
offering. We kindly welcome the VIVAT employees to the Athora family and
look forward to working together in the future to build on the already
strong reputation of the VIVAT brands.”

Ron van Oijen, Chairman of VIVAT’s Executive Board, states: “Since
2016 VIVAT has made an extensive transformation which helped us to
create a leading, customer focused, efficient and innovative insurer. We
are confident that the acquisition by Athora and NN Group will further
build upon the knowhow of the VIVAT employees to become even stronger
players within the Dutch insurance market. Our customers can expect that
the high service level will be continued going forward.”

Lard Friese, CEO of NN Group, states: “We are pleased that together
with Athora, we can offer VIVAT stakeholders a clear path for the
future. For us, this acquisition represents a next step in strengthening
our non-life business. After the acquisition of Delta Lloyd in 2017, we
gained valuable experience in successfully integrating business
operations. In today’s competitive markets, scale is essential to
deliver attractive and sustainable customer propositions in the
long-term. Moreover, it increases our ability to invest in digital
capabilities and innovation, which are key to anticipating customer
trends and drive the customer experience forward. VIVAT policyholders
will benefit from the quality of our service and broad product offering.
The expertise of the VIVAT non-life employees is important for the
future success of the new combined non-life business.”

Strategic Rationale

Given Anbang’s decision to divest VIVAT, the acquisition by Athora, and
subsequently NN Group, offers the best long-term solution for VIVAT.
Athora and NN Group offer the knowledge, ambition and financial strength
to provide VIVAT’s policyholders with long-term certainty and
attractive, stable returns, while also maximising the benefits for other
key stakeholders.

The new shareholders offer a strong and solid financial ‘base’ – for the
deal and for the future entity. The existing strong capitalisation of NN
Group and Athora combined with Athora’s fresh capital coming into the
Dutch market, results in a more competitive and stable insurance
industry. This is a “best of both worlds” solution for VIVAT, combining
an established and renowned Dutch insurance brand with a specialised and
focused European insurance player. Given the joint strength of both
parties, NN Group and Athora are able to provide a natural and logical
home to all involved with VIVAT.

The Dutch market is attractive for Athora because of its strong economic
fundamentals, positive outlook and robust regulatory environment that
recognises an economic view of insurers’ balance sheets. VIVAT provides
a strong platform for future growth due to its scale in the Dutch
market, strong brands, deep distribution and underwriting capabilities
in life & pensions, and a recently modernised and scalable IT platform.
In addition, there is significant growth potential in life & pensions,
especially guaranteed products, that Athora intends to develop further.

Athora will continue to run VIVAT as a standalone company with the
objective to become the leading player in life & pension guaranteed
products in the Netherlands, with a sustainable and value generative
business model delivering better outcomes to all stakeholders. The
improved capital position and capital generation capabilities at VIVAT
following the transaction will increase certainty of policyholder
benefit payments and further secure the future for the VIVAT
organisation.

Transfer of the Non-Life Business

Ownership of VIVAT Schade will transfer to NN Group as part of the
overall transaction. A transitional services agreement (“TSA”) will be
entered into between VIVAT and NN Group at closing and will set forth
the services to be performed by VIVAT during the migration period of two
years. The focus of the TSA is to ensure business continuity, service
standards and adequate support to achieve a smooth transfer of the
non-life business.

Employees

Athora sees many opportunities for employees in the future VIVAT
franchise. Athora needs experienced and motivated staff to grow the
business through organic means and to position the VIVAT platform as a
leading contender to consolidate life businesses in the Netherlands.
Athora also desires to continue to grow its businesses in the markets in
which it operates today. These exciting growth prospects present VIVAT
colleagues with opportunities for growth and development. At the same
time, Athora will continue working with the VIVAT Executive Board in the
execution of its transformation programme.

Governance

VIVAT’s Supervisory Board and Executive Board are fully supportive of
this transaction and the new chapter into which VIVAT and its life brand
portfolio will be entering. Both boards are encouraged that this brand
portfolio will continue its presence in the Netherlands. Working with
VIVAT, one of Athora’s key priorities will be to provide continuity for
VIVAT’s customers. VIVAT will remain a Dutch-regulated entity and its
insurance policies will stay in the Netherlands. The headquarters of
VIVAT will remain in Amstelveen.

Conditions and Process

Completion of both transactions is subject to customary closing
conditions such as regulatory approvals, including (i) declarations of
no-objection from the Dutch Central Bank; (ii) approval from the
Netherlands Authority for the Financial Markets; and (iii) antitrust
clearance. Furthermore both the acquisition of VIVAT by Athora and the
acquisition of VIVAT Non-life by NN Group are subject to consultation of
the works council of VIVAT.

NN Group and Athora will seek to obtain all necessary approvals and
antitrust clearances as soon as possible. The required advice of the
VIVAT works council and consultation with the unions will commence
immediately. Both transactions are anticipated to be completed in Q1
2020.

Deutsche Bank and Aperghis & Co acted as financial advisers to Athora,
Stibbe and Slaughter and May served as legal advisers and KPMG acted as
diligence advisors to Athora on the transaction.

In connection with the transaction, Anbang’s sole financial advisor was
J.P. Morgan and its legal counsel was Allen & Overy.

Wires Call

Lard Friese (CEO NN Group), David Knibbe (CEO Nationale-Nederlanden) and
Michele Bareggi (CEO Athora) will host a joint press call to discuss the
proposed acquisition, which will be held at 7.45 am CET on Friday 7 June
2019. Journalists can join the press call at +31 20 531 5863 (NL).

Press Conference

David Knibbe and Michele Bareggi will host a Press conference at 9.30 am
CET on Friday 7 June 2019 at the hotel Crowne Plaza Amsterdam-South,
George Gershwinlaan 101, Amsterdam.

About Athora Holding Ltd.

Athora is a specialised insurance and reinsurance group fully focused on
the European market. Athora dedicates its focus, capital, time and
technical insights to offering its customers a stable, long-term
performance on its products. Athora’s principal subsidiaries are Athora
Belgium N.V./S.A. (Brussels), Athora Lebensversicherung AG (Wiesbaden,
Germany), Athora Ireland plc (Dublin) and Athora Life Re Ltd. (Bermuda).
The Athora group employs some 800 staff and has more than 800,000
policyholders for total consolidated assets of approximately € 15
billion. On 7 June 2019, Athora announced the acquisition of leading
Dutch insurance holding company VIVAT N.V. For further information, go
to: www.athora.com.

About VIVAT N.V.

VIVAT N.V. is the holding company for, among others, SRLEV N.V., VIVAT
Schadeverzekeringen N.V., Proteq Levensverzekeringen N.V., ACTIAM N.V.
and Zwitserleven PPI N.V. VIVAT’s subsidiaries are also active on the
Dutch market with, among others, the Zwitserleven, Reaal and ACTIAM
brands. A balance sheet total of € 56 billion (end of December 2018)
makes VIVAT one of the largest insurers in the Netherlands. Anbang Group
Holdings Co. Ltd., a full subsidiary of Anbang Insurance Group Co. Ltd,
is the sole shareholder of VIVAT N.V. For more information please visit www.vivat.nl.

Contacts

Media Enquiries – Athora
The Netherlands:
Confidant
Partners
Sabine Post-de Jong: +31 (0)6 39 576367
sabine.post@confidantpartners.com

Wietze Smid: +31 (0)6 33 926205
wietze.smid@confidantpartners.com

Other Markets:
Kate Campbell
Group Head of Corporate Affairs:
+353 1 688 0357
kate.campbell@athora.com

Sean Carolan
Director of Communications: +353 1 588 0748
sean.carolan@athora.com

Media Enquiries – VIVAT
Corporate Communication
Hidde
Kuik
+31 (0)6 41 139874
hidde.kuik@vivat.nl

Investor Relations
Victor Zijlema
+31 (0)6 23 917718
victor.zijlema@vivat.nl