Notice convening the Annual General Meeting on 25 March 2021

1 March 2021
Announcement no. 04/2021

Notice convening the Annual General Meeting on 25 March 2021

Notice convening the annual general meeting of Topdanmark A/S, CVR number 78 04 00 17, on Thursday 25 March 2021, at 15:00. The general meeting will be held as a fully virtual general meeting without the possibility of physical attendance under executive order no. 2240 dated 29 December 2020 on temporary deviation from provisions on physical attendance at general meetings in the articles of associations of businesses or similar agreements in the area of the Danish Business Authority and the Danish Financial Supervisory Authority in connection with COVID-19.

The Board of Directors presents:

I.    Report on the company's activities in the past year.

II.    Presentation of the audited annual report signed by the Board of Directors and the Executive Board.

III.    Approval of the annual report and decision on the appropriation of profits according to the approved annual report.

The Board of Directors proposes a total dividend of DKK 20.00 per share, including dividend for 2020 at DKK 11.50 and the remaining dividend for 2019 at DKK 8.50.

IV.    The presentation of the remuneration report for indicative voting.

V.    Proposals from the Board of Directors or the shareholders. 

Proposals from the Board of Directors:

A.    Proposal to amend the articles of association
1.    Proposal to authorise the Board of Directors to determine that the company's general meeting should be held as a fully virtual general meeting.

With reference to the current COVID-19 pandemic and the legislative initiatives to i.a. restrict large physical assemblies, the possibility of holding fully virtual general meetings has become relevant. The Board of Directors proposes that authorisation that the Board of Directors can determine that the company's general meeting be held as a fully virtual general meeting is implemented in the articles of association. That gives increased flexibility to hold general meetings and increased possibilities of shareholder participation and active owner-ship.

The Board of Directors proposes to include another second sentence to the provision in arti-cle 13(1) of the articles of association, and accordingly the new wording of article 13(1) is:

Article 13(1):
General meetings are convened by the Board of Directors to be held at the company's reg-istered address or another place in the Capital Region of Denmark. Following the determination by the Board of Directors, the company's general meetings can be held as fully virtual general meetings without the possibility of physical attendance. Participation in fully virtual general meetings takes place through electronic media that provide the company's shareholders with the opportunity to participate in, make statements and vote at the general meet-ing and ensuring that the general meeting can be held in a satisfactory manner and in com-pliance with the Danish Companies Act.

2.    Proposals concerning electronic communication
The Board of Directors proposes the implementation of the option of electronic communication, including the use of electronic document exchange and electronic mail in the communication between Topdanmark and the shareholders instead of submission or presentation of paper-based documents. 

The Board of Directors therefore proposes to include a new provision on notifications in article 18 of the articles of association with the following wording:

Article 18.
(1)  All communication under the Danish Companies Act or these articles of association of the company to the individual shareholders can be made through electronic document exchange and electronic post (electronic communication). However, the company may always choose to communicate by ordinary surface mail.

(2)  The company requests the shareholders to provide an electronic mail address to which notifications, see article 18(1), can be sent. All shareholders must ensure that the company is in possession of the correct electronic mail address, and the individual shareholder must ensure to update it on an ongoing basis. If the information is inadequate, the Board of Direc-tors has no duty to seek to rectify it or to convene the meeting in any other way. 

(3)  Information about requirements for systems used and about the application of electronic communication is given by the company directly to the shareholders, or at the company's website: www.topdanmark.com. 

Accordingly, the previous article 18 of the articles of association becomes article 19 and so forth. 

B.    Proposal to amend the remuneration policy 
The Board of Directors proposes the following changes to Topdanmark's remuneration policy:

The Board of Directors wants to enhance Topdanmark's long-term option-based LTI Pro-gramme, which comprises all members of the Executive Board and Orienteringsforum, and, at the Executive's Board's discretion, certain other Material Risk Takers and other employees who have made a particular effort or otherwise contributed extraordinarily to the value creation of Topdanmark, to also include certain members of Topdanmark's management outside Orienteringsforum, at the Board of Director's discretion.
    
Further, the Board of Directors proposes to implement an indemnification scheme for Topdanmark's management. Among other things, to be able to attract qualified board members and executive board members, Topdanmark takes out general directors and officers liability insurance (D&O insurance). The general development in the D&O insurance market has entailed that it has become increasingly difficult to take out D&O insurance with adequate cover and at a reasonable premium. On this basis, the Board of Directors has as-sessed that, in order to still be able to attract and retain qualified management members, it is in the company's and the shareholders' interest to implement an indemnification scheme which in certain events, as a supplement to the general D&O insurance, can indemnify Topdanmark's management against any liability and/or claims that may be or will be made against them personally as a result of their duties in Topdanmark.
The indemnification will be secondary in relation to the D&O insurance and assumes that any liability or claim is not due to the management member's fraud, criminal offence, gross negligence or intentional actions.  
It is proposed that the indemnification scheme becomes part of Topdanmark's remuneration policy, and that the Board of Directors is authorised, within the framework of the remuneration policy, the company's articles of association and applicable laws, to make determinations relating to indemnification under the scheme.

Finally, the remuneration policy has been updated with general language corrections and clarifications as well as legislative updates.

The Board of Directors proposes that the remuneration policy of the Topdanmark group is changed accordingly. 

The complete wording of the remuneration policy following the proposed changes can be seen at www.topdanmark.com → Investors → News → General meetings.

C.    Proposal on the remuneration of the Board of Directors
    The Board of Directors proposes that the Board of Directors' usual basic remuneration is increased by 10% from the current DKK 385,000 to DKK 423,500 from and including the fi-nancial year 2021 as a consequence of the general development in remuneration in comparable companies and an increased workload. The basic remuneration was increased most recently in 2018.
    

    Proposals from shareholders:

D.    Proposal from shareholder Thomas Meinert Larsen
Thomas Meinert Larsen has submitted the following proposal and arguments:

"That Topdanmark joins the international investor coalition "Net Zero Asset Owner Alliance". 
As a shareholder and citizen, it is my interest that Topdanmark acts responsibly in relation to adopted UN decisions, including the climate agreement from Paris, to the effect that Topdanmark, with due care, contributes to us as citizens having good lives without accelerating climate disasters, which also challenge Topdanmark's own business as an insurance company. Unfortunately, in the latest WWF survey from 2020 regarding Danish pension funds, Topdanmark has received the industry's lowest score in relation to ensure climate action in the investments. That is very distressing to Topdanmark's reputation. It would be a natural strengthening of Topdanmark's work of supporting the Paris Agreement that Topdanmark would join Net Zero Asset Owner Alliance (NZAOA) as recommended by WWF.

NZAOA is an international investor coalition, at present comprising more than 30 institutional investors with a total of DKK 32 trillion as its total investment assets that was launched at the UN Climate summit in New York on 23 September 2019. The members of the coalition agree to the target of making their investments climate-neutral no later than in 2050, and to work to limit temperature increases at a maximum of 1.5°C and to observe Article 2.1c of the Paris Agreement. The members also undertake a CO2 reduction of between 16-29% for their portfolios toward 2025. NZAOA is an ambitious and holistic coalition for institutional in-vestors that want to lead the way in the climate area.
At present, there are six Danish members of NZAOA, namely Akademikerpension, P+, Pension Danmark, Danica Pension, PFA and PKA. 
NZAOA is also supported by the United Nations Environment Program Finance Initiative (UNEPFI) and the UN Principles for Responsible Investments (UNPRI). 
Source: https://www.unepfi.org/net-zero-alliance/ ”

The Board of Directors has the following comments to the proposal: 
The Board of Directors understands and generally agrees with the intentions behind the sug-gested proposal. Thus the Board of Directors has also focused on the climate area and CSR in general from the point of view that Topdanmark should conduct its business in the best possible way based on internationally recognised standards, and the conventions which Denmark accedes to. Based on this, Topdanmark works with focus on corporate social re-sponsibility, and it is assessed on an ongoing basis whether various international associations contribute noticeably to initiatives already started. Therefore, Topdanmark has joined the UN Global Compact principles and also actively supports the Paris Agreement in addition to the goal of the Danish government of a 70% CO2 reduction by 2030. Topdanmark has set a goal of becoming CO2 neutral by 2030 as regards the operation of buildings, company driving and air travel. Further, Topdanmark stopped investing in producers of fossil fuels based on tar sand and thermal coal many years ago. As regards investments, the goal is that 20% of provisions of the life insurance company should be made in green investments in 2030. Topdanmark reports on the opportunities and risks connected to climate changes to CDP (Carbon Disclosure Project).

Also in the climate area, many things happened in Topdanmark in 2020. Topdanmark started the integration of sustainability throughout the entire value chain. In 2020, Topdanmark extended its supervision and reporting of indirect CO2 emissions from investments. Further, Topdanmark annually accounts for how the company relates to active ownership and reports on it in the CSR report. In 2020, Topdanmark launched a new pension product – Formålspension (Purpose pension) – in which the customers i.a. do not have investments in the production of fossil fuel. 

Further, in 2020, the production of fossil fuel was also removed from Topdanmark Livsforsikring's (life insurance) customers with classic pension schemes, and Topdanmark observes the ambition that irrespective of which product category a customer of Topdanmark Livsforsikring chooses to invest their savings in, there must always be a relevant and competitive offer that takes into account extended consideration of the environment, social factors and good corporate governance. This also means that investments in producers of fossil fuels are not made.  

It is the Board of Directors' assessment that Topdanmark conducts its activities according to the world which we are part of. Also 2020 has seen a clear and noticeable movement in the direction that the proposer wants and motivates his proposal with. Topdanmark will also in the future support the work towards a more climate-neutral world. Therefore, Topdanmark has also looked into NZAOA and supports the intention of NZAOA, however, the Board of Directors currently assesses that the best way to ensure climate action in investments is to continue Topdanmark’s ongoing work in the area. The Board of Directors follows develop-ments, and on an ongoing basis, it assesses and addresses when and if it is time for Topdanmark to take new actions, including joining any new initiatives or coalitions. However, it is the assessment of the Board of Directors that the initiatives prioritised by Topdanmark at present are those resulting in the best effect.
       
Therefore, the Board of Directors does not support the proposal. 

For further information about Topdanmark's results and initiatives, reference is made to Topdanmark's CSR report, CDP report and ESG report for 2020, which can be found at Topdanmark's website www.Topdanmark.com → CSR → CSR in Topdanmark → Reports. 

Reference can specifically be made to the following sections of the CSR Report 2020:
•    Measures and targets in relation to climate changes and CO2 reduction, on pages 26-29 and pages 43-46.
•    Measures and targets in relation to responsible investments and active ownership on pages 31-34.

VI.    Election of members to the Board of Directors.

All members of the Board of Directors elected by the general meeting are up for election. 

The Board of Directors proposes re-election of: 

A.    Anne Louise Eberhard
B.    Cristina Lage
C.    Petri Niemisvirta
D.    Morten Thorsrud
E.    Ricard Wennerklint
F.    Jens Aaløse

A more detailed description of the individual board members can be found at Topdanmark's website www.topdanmark.com → Investors → News → General meetings and has been sent to the shareholders who have requested to receive a written notice convening the gen-eral meeting.

VII.    Appointment of a state-authorised public accountant.
    
After having made a procurement round for auditing services, the Board of Directors proposes new appointment of KPMG P/S as the new auditors based on a recommendation from the company's Audit Committee.

In the selection procedure for recommendation of appointment of new auditors, the Audit Committee has had regard to the following criteria: possession of relevant competencies and experience in auditing insurance companies, an efficient audit procedure with experi-ence in collaborating with in-house auditors, wide experience with listed Danish companies and competitive fees.

Based on an evaluation of the bids received and in the light of these criteria, the Audit Committee has recommended KPMG P/S to the Board of Directors as its preference for the appointment of new auditors.

The Audit Committee has not been influenced by third parties and has not been subject to any third-party agreement which restricts the appointment by the general meeting to certain auditors or audit firms.    

VIII.    Any other business.

Adoption requirements
The adoption of items III, IV, VB, VC, VD, VI and VII on the agenda requires a simple majority of votes.

The adoption of items VA.1 and VA.2 on the agenda requires that two thirds of both the votes cast and the voting share capital represented at the general meeting accept the proposal.

Voting takes place according to the principle of one vote per share.

Amount of share capital, voting rights of shareholders and date of registration
Topdanmark's total share capital constitutes DKK 90,000,000 divided into 90,000,000 shares of DKK 1. Topdanmark's holding of own shares, which does not entitle to voting at the general meeting, is 2,403,487 shares. The number of voting rights at the general meeting is therefore 87,596,513. Danske Bank is the share-issuing bank through which shareholders can exercise their financial rights.

The date of registration is 18 March 2021.

Shareholders who own shares in the company as at the date of registration are entitled to participate in and vote at the general meeting. A shareholder's shareholding is calculated on the date of registration based on the registration of the shareholder's shares in the register of shareholders and the information of ownership received by the company for registration in the register of shareholders. The attendance of a shareholder also depends on the shareholder having registered timely as described below. 

Registration for the fully virtual general meeting
Shareholders who want to participate in the general meeting must register for the fully virtual general meeting no later than 19 March 2021 at www.topdanmark.com → Investors → Investor service → InvestorPortal or by contacting VP Investor Services, Weidekampsgade 14, DK-2300 Copenha-gen S by email to vpinvestor@vp.dk or on VP Investor Services' website www.vp.dk/gf.

Shareholders having registered for the general meeting will receive a confirmation by email: The email contains a link to the general meeting portal and information about the holding of the virtual general meeting, including information about the procedure in connection with the virtual participa-tion and contact information of VP Investor Services for technical support before and during the general meeting. The procedure in connection with virtual participation in the general meeting will also be available in guidelines for participation in the general meeting at the company's website www.topdanmark.com → Investors → News → General meetings.

Power of attorney and postal vote
Shareholders may grant a power of attorney. Powers of attorney can always be revoked. Shareholders may vote in writing by letter. Postal votes cannot be withdrawn. An electronic power of attorney and postal vote may be given at Topdanmark's investor portal, which is found at www.topdanmark.com → Investors → Investor service → InvestorPortal or can be given at VP Investor Services' website www.vp.dk/gf. Physical power of attorney and postal voting forms can be downloaded from the company's website www.topdanmark.com → Investors → News → Gen-eral meetings or from VP Investor Services' website www.vp.dk/gf. Shareholders wanting to grant a power of attorney must give it through Topdanmark's investor portal or at VP Investor Services' website www.vp.dk/gf no later than 19 March 2021 or send it in writing or by email to vpinves-tor@vp.dk, so it is received no later than 19 March 2021. Shareholders wanting to give a postal vote must give it through Topdanmark's investor portal or at VP Investor Services' website www.vp.dk/gf no later than 24 March 2021 at 12:00 or send it in writing or by email to 
vpinvestor@vp.dk, so it is received no later than 24 March 2021 at 12:00.

Further information
During the last three weeks before the annual general meeting, the notice convening the general meeting, information about the total number of votes and voting rights on the date of the notice, the documents to be presented at the annual general meeting, agenda and the full proposals as well as the forms to be used in case of voting by proxy or by letter will be available at the company's web-site www.topdanmark.com → Investors → News → General meetings. The material can also be obtained by contacting Topdanmark's shareholder administration.

Questions from the shareholders
Under section 102 of the Danish Companies Act, shareholders may ask questions about the agenda or documents etc. to be used at the annual general meeting or about matters of importance to the assessment of the annual report and otherwise the company's position or regarding questions to be decided at the annual general meeting. Such questions can be asked prior to the general meeting by personal or written inquiry to Topdanmark A/S, Shareholder Administration Department, Bo-rupvang 4, DK 2750 Ballerup, tel.: +45 44 68 44 11, email aktieadm@topdanmark.dk. Topdanmark requests shareholders who, prior to the general meeting, know that they want to ask questions or make submissions at the annual general meeting, to send such questions or submissions to the company in advance by email aktieadm@topdanmark.dk.

Technical requirements in connection with the holding of the virtual general meeting
Shareholders wanting to participate in the general meeting and having registered for the fully virtual general meeting, should ensure before the start of the general meeting that the device from which the shareholder participates in the general meeting, meets the requirements below: 

•    Browser
The virtual general meeting can be held in so-called 'evergreen browsers' on both PC/Mac, mobile and tablet/iPad. 'Evergreen browsers' (Edge, Chrome, Firefox and Opera) are browsers which automatically update to new versions. Likewise, Safari is supported even if it is not an evergreen browser. 

•    PC 
The virtual general meeting functions in the browsers Edge, Chrome and Firefox.  

•    Apple 
The virtual general meeting functions in the three latest main versions of the Safari browser on Mac, iPhone and iPad (Safari versions 12, 13 and 14). If the shareholder has older Apple equipment which may not update to a functional Safari version, the shareholder may install a Chrome browser and use this.

•    Internet connection 
The quality of the transmission depends on the shareholder's supplier. The shareholder should as a minimum have a 5-10 Mbit/s connection to experience good transmission.

Holding of the virtual general meeting
The general meeting is held via the general meeting portal as stated above under registration for the virtual general meeting. It is important that the shareholder has logged on to the portal to participate in the general meeting. Here, the shareholder can attend the general meeting via live streaming, write submissions to the items on the agenda and cast their vote in case of any voting.

Submissions before the general meeting 
If the shareholder has any submissions to the individual items on the agenda, as mentioned above, the company requests the shareholder to send them in advance as this will facilitate the holding on the day of the general meeting. Submissions are sent by email to the company at the email address aktieadm@topdanmark.dk.

Watching the general meeting
The general meeting is transmitted through livestreaming (webcast) in the general meeting portal. It is important that the shareholder has logged on to the portal to be able to watch and participate in the general meeting.

Questions/submissions during the general meeting
After the presentation of each item on the agenda, as usual there will be the possibility
of asking questions and provide submissions for the proposals. This will take place in writing through the general meeting portal. Questions can be asked, and submissions can be sent via the general meeting portal during the entire general meeting. The shareholder's questions/submissions will be read aloud and subsequently be answered orally. The shareholder must be logged on to the portal to write a submission.

Voting
If an item on the agenda comes up for voting, this will be clearly specified on the general meeting portal. The shareholder must be logged on to the portal to cast their vote. If the shareholder has granted a power of attorney or made a postal vote prior to the general meeting, the shareholder has no possibility of voting at the general meeting.

As voting and communication at the general meeting take place virtually, there may be delays in the electronic lines. In the extreme, these delays may last for up to a number of minutes. The company undertakes no responsibility that a shareholder's questions, if any, comments, proposed changes, submissions or votes cast are received timely to be taken into account at the relevant item on the agenda.

Webcast
The general meeting is also transmitted directly from Topdanmark's website https://topdanmark.com, but from there it is not possible to participate in the virtual general meeting. The transmission can also be viewed on the company's website after the general meeting.

The recordings will include pictures and sound.

As regards collection and processing of personal data, reference is made to information about per-sonal data law matters and the company's data protection policy, which can be found on the com-pany's website www.topdanmark.com → Investors → News → General meetings and respectively at www.topdanmark.com→ CSR → Business management → Data protection → Processing of personal data in Topdanmark. 

THE BOARD OF DIRECTORS

Please direct any queries to:

Steffen Heegaard
IR Director
Direct tel.: +45 4474 4017, mobile tel.: +45 4025 3524

Topdanmark A/S
CVR no. 78040017
Borupvang 4
2750 Ballerup