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Delta Lloyd today announces its intention to launch a rights issue to raise up to € 1 billion of additional equity capital. The rights issue is part of a broader plan of management actions and capital measures to ensure Delta Lloyd's solvency position is strengthened as the company transitions into the new Solvency II regime, effective from 1 January 2016. DELTA LLOYD has made strong progress with management actions to enhance its capital and will execute further measures to do so. These capital measures, together with Delta Lloyd's track record in commercial and operational performance, will unlock Solvency II net capital generation. The rights issue is underwritten by a syndicate of banks for the full € 1 billion, subject to customary conditions. The rights issue is expected to launch shortly after the publication of the 2015 full year results on 24 February 2016, subject to obtaining shareholder approval at an Extraordinary General Meeting (EGM) which is to be held prior to launch.

Capital measures to support strategy under Solvency II

• Management decision to focus on Solvency II standard formula (SF); Q3 2015 SF ratio of 136%^[1]
• Near term management actions estimated to deliver increase in solvency of approx. 10-15%-points
• Intention to raise up to € 1 billion of new equity capital via a rights issue, to reach an expected near term SF ratio of approx. 175-180% including the impact of management actions, at top end of target range of 140-180%

Moving to full cash dividend

• Supported by Solvency II net capital generation from the businesses
• Targeted € 130 million full cash dividend
• Final 2015 dividend suspended

Hans van der Noordaa, chairman of the Executive Board: "Delta Lloyd has built a strong business, with excellent multi-channel distribution capabilities and a track record in cost management. We are fully committed to delivering results, based on customer focused, profitable, capital generating new business. Our results show robust progress towards our goals. But, to support our strategy under Solvency II, and following months of analysis, we are today presenting a broad solvency enhancement plan, consisting of management actions and a rights issue. We realise this is a very substantial capital raise. But after executing this plan, Delta Lloyd will be appropriately capitalised and well positioned for the new regulatory regime. We believe these measures will then allow us to create value for our stakeholders going forward, while allowing shareholders to benefit from the long term potential of our strong franchise."

Solvency II: standard formula
In the first half of 2015, we observed volatility in our solvency ratio, which was caused predominantly by model adjustments, due to remaining uncertainties in our internal model. To address this volatility, management decided to order a full review of the internal model. The preliminary findings suggested room for improvement, and so we have taken the decision to use the more prescriptive standard formula for our capital requirements. The SF ratio was 136%¹ at end of Q3 2015, reflecting Delta Lloyd's current interpretation of Solvency II regulation. Over the next year, the internal model will be reviewed once again, at which point we may decide whether it is helpful for Delta Lloyd to implement the internal model for Solvency II purposes.

Management actions delivering results
The rights issue is part of a broader plan of management actions and capital measures to ensure Delta Lloyd's solvency position is strengthened as the company transitions into the new Solvency II regime, effective from 1 January 2016. Delta Lloyd's solvency enhancement plan includes a number of measures which management has pursued and will continue to implement.

Completed^[2]:

• Two longevity hedge transactions in 2014 and 2015;
• Equity offering of 19.9 million new ordinary shares via an accelerated bookbuild (€ 337 million);
• Disposal of our non-core activities Delta Lloyd Bank Belgium and Delta Lloyd Life Deutschland; and
• Restructuring the € 404 million subordinated loan from Fonds NutsOhra to ensure Solvency II grandfathering for a period of three years.

Near-term^[3]:

• Executing reductions in Delta Lloyd's commercial real estate exposures; office portfolio sale announced, sale of retail portfolio progressing; and
• Options for Delta Lloyd's 30% stake in Van Lanschot under review; a reduction in this position will have a positive impact.

Ongoing:

• Accelerating shift towards capital light products;
• Further optimisation of Solvency II balance sheet and investment portfolio; and
• Strong focus on new business profitability and cost discipline.

Delta Lloyd will provide an update on the progress on these strategic alternatives at its Investor Day, which is to be held in May 2016.

Proposed transaction
The rights issue will be effected by granting transferable subscription rights to shareholders of Delta Lloyd. Subject to applicable securities laws, such rights will entitle Delta Lloyd shareholders to subscribe for ordinary shares. Delta Lloyd has entered into a standby underwriting agreement with Goldman Sachs International acting as Sole Global Coordinator and Joint Book Runner, as well as Merrill Lynch International and Barclays Bank PLC, acting as Joint Book Runners for the full € 1 billion, subject to customary conditions. The proposed transaction will be submitted for approval to our shareholders at an EGM which will be called prior to the launch of the rights issue. It is expected that the rights issue will be launched shortly after the publication of the 2015 full year results on 24 February 2016 and will include public offers in the Netherlands and Belgium only.

Delta Lloyd's SF ratio is expected to increase to approximately 175-180% in the near term, including the impact of management actions and the rights issue.

Moving to full cash dividend in 2016
Delta Lloyd will introduce an updated dividend policy in 2016, which is expected to provide stable dividends for our shareholders, as it is supported by the underlying targeted Solvency II net capital generation of € 200-250 million per year^[4]. We target € 130 million dividend for 2016, subject to internal Solvency II thresholds, with the interim dividend 2016 payable in 2016 and final dividend 2016 payable in 2017. The dividend may be paid entirely in cash or entirely in shares, as the shareholder prefers. However, Delta Lloyd will neutralise the dilutive effect of any future stock dividend on earnings per ordinary share, through the repurchase of ordinary shares. The final 2015 dividend is suspended.

Unlocking underlying net capital generation
After the completion of the above actions, Delta Lloyd will have a robust solvency position and supported by our strong commercial and operational performance we will be able to unlock the underlying net capital generation. We have an ongoing commitment to improve cost efficiencies. Going forward, we will focus on capital release and cash generation, aligning capital and strategy. We will continue to optimise our balance sheet to reduce volatility and to improve risk-adjusted returns. Our leading position with intermediaries and good customer satisfaction scores will drive commercial opportunities, both in Life insurance and General insurance. We will continue to shift from defined benefit to a less capital intensive defined contribution business, focus on (DB) back-books to optimise capital, and maintain a strong focus on profitability of our new business.

Conference call on 30 November 2015

On Monday 30 November 2015 at 10.30 am (CET) Delta Lloyd will host a conference call for analysts, which can also be followed via audiocast on our website.
Conference call:              30 November 2015, 10.30 am (CET)
                                       +31 20 717 68 68 (English language)
Participant code:             14708136#

This press release is also available at www.deltalloyd.com.

• This press release contains regulated information (gereglementeerde informatie) within the meaning of the Dutch Financial Supervision Act (Wet op het financieel toezicht) which must be made publicly available pursuant to Dutch law.
• Certain statements contained in this press release that are not historical facts are "forward-looking statements". Forward-looking statements are typically identified by the use of forward looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes", "anticipates", "annualised", "goal", "target" or "aim" or the negative thereof or other variations thereof or comparable terminology, or by discussions of strategy that involve risk and uncertainties. The forward-looking statements in this press release are based on management's beliefs and projections and on information currently available to them. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Delta Lloyd's control and all of which are based on management's current beliefs and expectations about future events.
• Forward-looking statements involve inherent risks and uncertainties and speak only as of the date they are made. Delta Lloyd undertakes no duty to and will not update any of the forward-looking statements in light of new information or future events, except to the extent required by applicable law. A number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement as a result of risks and uncertainties facing Delta Lloyd and its subsidiaries. Such risks, uncertainties and other important factors include, among others: (i) changes in the financial markets and general economic conditions, (ii) changes in competition from local, national and international companies, new entrants in the market and self-insurance and changes to the competitive landscape in which Delta Lloyd operates, (iii) the adoption of new, or changes to existing, laws and regulations including Solvency II, (iv) catastrophes and terrorist-related events, (v) default by third parties owing money, securities or other assets on their financial obligations, (vi) equity market losses, (vii) long- and/or short-term interest rate volatility, (viii) illiquidity of certain investment assets, (ix) flaws in underwriting assumptions, pricing and/or claims reserves, (x) the termination of or changes to relationships with principal intermediaries or partnerships, (xi) the unavailability and unaffordability of reinsurance, (xii) flaws in Delta Lloyd's underwriting, operating controls or IT systems, or a failure to prevent fraud, (xiii) a downgrade (or potential downgrade) of Delta Lloyd's credit ratings, and (xiv) the outcome of pending, threatened or future litigation or investigations, or other factors referred to in this press release.
• Should one or more of these risks or uncertainties materialise, or should any underlying assumptions prove to be incorrect, Delta Lloyd's actual financial condition or results of operations could differ materially from those described herein as anticipated, believed, estimated or expected.
• Please see the Annual Report for the year-ended 31 December 2014 for a description of certain important factors, risks and uncertainties that may affect Delta Lloyd's businesses.

Disclaimer

The information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful.

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase. It is a press release and not a prospectus for the purposes of the Prospectus Directive. Any purchase of securities of Delta Lloyd N.V. (the "Company") pursuant to the proposed offering should only be made on the basis of information that will be contained in the formal prospectus to be issued in due course in connection with the proposed offering (the "Prospectus"), to be approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten), and any supplement or amendment thereto. The Prospectus will contain detailed information about the Company and its management, as well as financial statements and other financial data. When made generally available, copies of the Prospectus may be obtained at no cost through the Company's website (www.deltalloyd.com). It may be unlawful to distribute the Prospectus in certain jurisdictions.

These written materials do not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States or any other jurisdiction. The securities referred to herein have not been, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered, exercised or sold in the United States absent registration or an applicable exemption from registration requirements. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

This announcement should not be distributed, published or reproduced in whole or in part or disclosed by recipients and any such action may be restricted by law in certain jurisdictions.  Persons receiving this announcement should inform themselves about and observe any such restriction: failure to comply may violate securities laws of any such jurisdiction.

The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and the Banks (as defined below) assumes no responsibility in the event there is a violation by any person of such restrictions.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the Prospectus.

The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than the Netherlands and Belgium. With respect to each Member State of the European Economic Area other than the Netherlands and Belgium and which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in Article 2(1)(e) of the Prospectus Directive; or (b) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this paragraph, the expression an "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) in the United Kingdom, persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or who are high net worth entities, and other persons to whom it may lawfully be communicated, including those falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person must not act or rely on this document or any of its contents.

All investment is subject to risk. The value of the securities offered may go down as well as up. Past performance is no guarantee of future returns. Potential investors are advised to seek expert financial advice before making any investment decision.

The contents of this announcement have not been verified by Barclays Bank PLC, Goldman Sachs International, Merrill Lynch International or any of their respective affiliates (together, the "Banks").

The Banks, each of which are authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, are each acting exclusively for the Company and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement.

No reliance may be placed for any purposes whatsoever on the information contained in this announcement or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Company or the Banks or their subsidiary undertakings, affiliates, respective agents or advisers or any of such persons' affiliates, directors, officers or employees or any other person as so to the fairness, accuracy, completeness or verification of the information or the opinions contained in this announcement and no liability is accepted for any such information or opinions. Each of the Banks accordingly disclaims all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise, for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement. Persons receiving this document will make all trading and investment decisions in reliance on their own judgement and not in reliance on the Banks. None of the Banks is providing any such persons with advice on the suitability of the matters set out in this announcement or otherwise providing them with any investment advice or personal recommendations. Any information communicated or otherwise made available in this announcement is incidental to the provision of services by the Banks to the Company and is not based on individual circumstances.