Notice convening the Annual General Meeting 23 April 2024

22 March 2024

Announcement no. 04/2024

Notice convening the Annual General Meeting 23 April 2024

Notice convening the annual general meeting of Topdanmark A/S, CVR number 78 04 00 17, on Tuesday 23 April 2024 at 13:00 CEST. The general meeting will be held as a fully virtual general meeting without the possibility of physical attendance under the company’s articles of association.

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 Annual Report 2023 is available at www.topdanmark.com → Investors → Reports and presentations → Annual Report 2023

The Board of Directors proposes a total dividend of DKK 11.50 per share.

IV. 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 for an indemnification scheme for members of the Board of Directors

With the approval of the remuneration policy at the annual general meeting in 2021, an indemnification scheme for Topdanmark’s management was adopted. The indemnification scheme covers any liability and claims that may be or will be made against them personally as a result of their duties as board members for Topdanmark in the event of inadequacy of Topdanmark’s general directors and officers liability insurance (D&O insurance) in force at any time.

In consequence of the informative statement of the Danish Business Authority of 13 April 2023 on indemnification of management members, and in order to increase transparency on the principal terms and conditions of the indemnification scheme, the Board of Directors propose to the Annual General Meeting to adopt an updated indemnification scheme for members of the board of directors on the following terms and conditions (“The Indemnification Scheme”) as The Indemnification Scheme is not assessed to involve exception conditions.

Foundation and purpose

Topdanmark takes out general D&O insurance to cover concrete personal liability that current or former members of the company’s board of directors may be incurred as a result of their duties.

In consequence of increased risk exposure for management, it is necessary to offer additional cover for potential management liability to be able to attract and retain qualified board members. Thus, it has been assessed to be in the best interest of the company and its shareholders that the board members, in addition to the D&O insurance described below, are offered indemnification for claims raised by a third party.

 People covered 

The Indemnification Scheme should solely be of benefit to board members and cover indemnification for claims raised by a third party against board members performing their duties. No third party should be entitled to invoke or benefit from The Indemnification Scheme or claim indemnity from the company based on The Indemnification Scheme.

 Scope

Under The Indemnification Scheme, the company should to the greatest extent possible under present law indemnify a board member for any loss that the board member has incurred and which is a result of any actual or potential claim made by a third party (other than companies of the Topdanmark group) against a board member based on the board member’s performance of duties. This includes expenses, costs, fees, remuneration, interests and any tax-related obligations incidental herewith.

The indemnification of board members under The Indemnification Scheme is not subject to cover under the D&O insurance, but it should be secondary in relation to the D&O insurance in force at any time as well as any other indemnification if relevant. Thus, The Indemnification Scheme can also cover claims which is not fully or partly covered by the D&O insurance in force at any time. However, the company should not provide cover under The Indemnification Scheme before cover under the D&O insurance or other available indemnification has been exhausted. Such secondary cover does not entail an obligation for the company to exhaust every possibility for board members to be exonerated. Likewise, it must not prevent the company from covering board members' legal costs in relation to potential management liability.

 Covered conduct

Under the Indemnification Scheme, the indemnification includes any loss that the board member has incurred as a result of/or based on the board member's performance of duties as a board member in Topdanmark. Excluded from indemnification is any claim regarding liability incurred by a board member arising out of the board member’s fraudulent behaviour, fraud, criminal offence, improper behaviour, gross negligence, or intentional actions, as well as any claim which may be contrary to applicable law at any time to indemnify the board member for.

 Term and covered claims

The Indemnification Scheme will be valid until the ordinary general meeting in 2028.

Subject to the additional terms and conditions of the Indemnification Scheme, the Indemnification Scheme will cover claims made against a board member and which arise out of circumstances or matters before the expiry of the Indemnification Scheme. Claims for indemnification must be notified by a board member to the company as soon as possible after the board member has become aware of the claim and no later than five years after the expiry of the Indemnification Scheme.

 Implementation and administration

For the purposes of the implementation of the Indemnification Scheme, the Board of Directors must set the procedural and administrative provisions and other necessary directions which apply to the Indemnification Scheme.

To avoid any potential conflict of interests, the practical administration of a concrete exemption or indemnity should be managed by an independent commission or similar body which consists of one or more persons who, in relation to the board, are considered independent in relation to the indemnity, and who are specifically appointed by the company's legal director, and if necessary the company's legal director is assisted by the company's external lawyer at all times. The decision on indemnity pursuant to the Indemnification Scheme may, if necessary, be the subject of a legal assessment carried out by the company's external lawyer, in which it is determined whether the claim in question is covered by the Indemnification Scheme.

Any claim for indemnification, including whether a board member's conduct is covered by the Indemnification Scheme, must be processed and decided according to Danish law.

The Board of Directors has implemented a similar indemnification scheme for the Executive Board, other grade A and B+ managers as well as other Material Risk Takers.

 

B. Proposal for amendment of the remuneration policy

The indemnification provision of the remuneration policy has been updated in accordance with the updated Indemnification Scheme under item V.A. on the agenda with the purpose of bringing the scheme in agreement with the instructions of the informative statement of the Danish Business Authority of 13 April 2023.

It has been defined that the remuneration policy applies to Topdanmark A/S and Topdanmark Forsikring A/S, and that the Oona Health group has its own remuneration policy which Topdanmark A/S reviews and approves at the annual general meeting for Oona Health.

In consequence of the rules on the subject in the Danish Insurance Business Act, the deferral period for variable remuneration has been lengthened by one year.

The section on control functions has been extended with a clarification of which control functions are included.

Furthermore, a number of changes have been made in terms of language as well as consequential changes and clarifications i.a. as a result of certain provisions regarding remuneration in insurance companies being moved from the Executive Order on remuneration policies and remuneration in insurance undertakings and insurance holding undertakings to the Danish Insurance Business Act.

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

The complete wording of the remuneration policy following the suggested changes is available at Topdanmark’s website www.topdanmark.com → Investors à News → General meetings

 

 C. Proposal for 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 423,500 to DKK 465,850 from and including the financial year 2024 as a consequence of the general development in remuneration in comparable companies and an increased workload. The basic remuneration was increased most recently in 2021.

 

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 election of:

A. Maria Hjorth

B. Cristina Lage

C. Morten Thorsrud

D. Kjell Rune Tveita

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.

VII.      Appointment of a state-authorised public accountant for statutory financial and sustainability reporting.     

The Board of Directors proposes new appointment of Deloitte in accordance with the recommendation of the Audit Committee. The appointment includes both statutory financial reporting as well as sustainability reporting.

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 experience in collaborating with in-house auditors, wide experience with listed Danish companies, experience enabling them to prepare the statement on the company’s sustainability reporting, and competitive fees.

Based on an evaluation of the bids received and in the light of these criteria, the Audit Committee has recommended Deloitte 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, VA, VB, VC, VI and VII on the agenda requires a simple majority of votes.

 

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 1,131,040 shares. The number of voting rights at the general meeting is therefore 88,868,960. Danske Bank is the share-issuing bank through which shareholders can exercise their financial rights.

The date of registration is 16 April 2024.

Shareholders who own shares in the company 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 April 2024 at www.topdanmark.com → Investors → Investor service → InvestorPortal or by contacting Euronext Securities, Nicolai Eigtveds Gade 8, 1402 Copenhagen by email at CPH-investor@euronext.com or at Euronext Securities website
www.euronext.com/cph-agm

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 on the holding of the virtual general meeting, including information about the procedure in connection with the virtual participation and contact information of Euronext Securities 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 Euronext Securities’ website www.euronext.com/cph-agm. Physical power of attorney and postal voting forms can be downloaded from the company’s website www.topdanmark.com → Investors → News → General meetings.

Shareholders wanting to grant a power of attorney must do so through Topdanmark’s investor portal no later than 19 April 2024 or send it in writing to Euronext Securities, Nicolai Eigtveds Gade 8, 1402 Copenhagen, or by email to CPH-investor@euronext.com, thus it is received no later than 19 April 2024.

Shareholders wanting to give a postal vote must do so through Topdanmark’s investor portal or send it in writing to Euronext Securities, Nicolai Eigtveds Gade 8, 1402 Copenhagen, or by email CPH-investor@euronext.com, thus it is received no later than 22 April 2024 at 12:00 CEST. 

 

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 website 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, Borupvang 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 accessed 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/Android

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

 

• Apple

The virtual general meeting functions in the newest main versions of the Safari browser on Mac, iPhone and iPad. 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 help 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 several 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 personal data law matters and the company’s data protection policy, which can be found on the company’s website www. topdanmark.com → Investors → News → General meetings and respectively at www.topdanmark.com → Sustainability → Business management → Data protection → Processing of personal data in Topdanmark.

 

 

 

THE BOARD OF DIRECTORS

 

 

 

Please direct any queries to:

Robin Løfgren, Head of Investor Relations
Direct tel:  +45 44 74 40 17
Mobile: +45 29 62 16 91

 

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