Notice convening the Annual General Meeting on 2 April 2020

3 March 2020
Announcement no. 04/2020

Notice convening the Annual General Meeting on 2 April 2020

Notice convening the Annual General Meeting of Topdanmark A/S, CVR No. 78 04 00 17, on Thursday 2 April 2020, 15:00 (CET), at Tivoli Congress Center, Arni Magnussons Gade 2-4, DK-1577 Copenhagen V.

The Board of Directors will submit:

I. Report on the company’s activities during the past year.

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

III. Adoption of the annual report and decision on the appropriation of profits according to the annual report as adopted.

The Board of Directors proposes a dividend distribution of DKK 17 per share.

IV. Any proposals submitted by the Board of Directors or the shareholders.

Proposals from the Board of Directors:

A. Proposal to amend the Articles of Association
1. Proposal to include an item regarding an indicative ballot over the remuneration report
on the standard agenda of the Articles of Association
As from the Annual General Meeting 2021, the Shareholder Rights Directive which is implemented in Danish laws in the Danish Companies Act requires the preparation of a remuneration report as well as an indicative ballot hereof.

In continuation thereof, it is proposed that article 14 of the Articles of Association is amended to read:

“Article 14
(1) The agenda of the Annual General Meeting shall include the following business:

1. Report on the Company's activities in the past year.
2. Presentation of the audited annual report signed by the Board of Directors and the Executive Board, complete with the Auditors' report and the annual report, and presentation of the consolidated annual accounts.
3. Adoption of the Annual Report and decision on the appropriation of profits according to the Annual Report as adopted.
4. Indicative ballot over the remuneration report.
5. Election of members to the Board of Directors.
6. Election of one state-authorised public accountant to serve as auditor.
7. Any proposals submitted by the Board of Directors or the shareholders.
8. Any other business.

As a consequence of the new rules on remuneration policy according to the Danish Companies Act, the provision of Article 4J in the Articles of Association regarding incentive pay will be deleted.

B. Proposal on change to the remuneration policy
The Board of Directors wishes to amend the remuneration policy; partly as a consequence of the new requirements for the remuneration policy from the Shareholder Rights Directive which is implemented in Danish laws in the Danish Companies Act and which, inter alia, requires an increased level of detail of the remuneration policy’s remuneration components etc. And partly as a consequence of a new wage model in Topdanmark which in addition to Topdanmark’s current long-term option-based LTI programme introduces a short-term cash- and share-based STI programme.

The Board of Directors proposes that the remuneration policy of the Topdanmark group be amended accordingly.

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

C. Proposal on remuneration for the Board of Directors
The Board of Directors proposes that the ordinary basic remuneration for the financial year 2020 to be paid to the Board of Directors is maintained at DKK 385,000.

Proposal from shareholders:

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

The annual general meeting recommends that the Board of Directors will annually publish a statement for the exercise of active ownership in coal, oil and gas companies for the pur-pose of ensuring that these fossil companies stop misinforming about the climate and stop performing lobbyism counteracting the Paris Agreement on ensuring below 1.5 degrees or maximum 2 degrees of global warming. It is further recommended to the Board of Directors to dispose of shares and bonds in coal, oil and gas companies where the active ownership does not lead to a cessation of such activities by the end of 2022.

The Board of Director’s comments on the proposal: Topdanmark has joined the UN Global Compact principles and 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 be-coming CO neutral by 2030 in regard to operations of buildings, company driving and air travel. Furthermore, the integration of sustainability throughout the entire value chain is initiated. In regard to investments, the goal is that 20% of provisions in the life insurance company should be invested in companies in green transformation in 2030. We do not invest in manufacturers of fossil fuels based on tar sand and thermal coal. Topdanmark reports on the opportunities and risks connected to climate change to CDP (Carbon Disclosure Project). In 2020, the monitoring and reporting on indirect CO2 emissions from investments will be extended. Furthermore, Topdanmark annually accounts for how the company relates to recommendations for active ownership set out by the Committee on Corporate Governance. Topdanmark also reports on active ownership in the annual CSR Report.

This is part of the reason why it is the opinion of the Board of Directors that Topdanmark conducts its business within limits ensuring the necessary consideration of public interests, including climate and the environment, taking into account the relevant legislation for insur-ance groups.

It is the opinion of the Board of Directors that the initiatives which Topdanmark has prioritised, for now are the initiatives which are the most efficient. Therefore, the Board of Directors does not second the proposal. The full wording of the Board of Directors’ comments to the proposal can be seen at www.topdanmark.com → Investors → News → General meetings.

V. Election of members to the Board of Directors.

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

The Board of Directors proposes the election of:

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

A detailed description of each Board member is available on Topdanmark's website www.topdanmark.com → Investors → News → General meetings.

These descriptions have also been sent to the shareholders who have requested a written invitation to the Annual General Meeting.

VI. Election of one state-authorised public accountant.

The Board of Directors proposes re-election of Ernst & Young P/S in accordance with the recommendation of the Audit Committee. The Audit Committee has not been influenced by third parties and has not been subject to any agreement with a third party that restricts the Annual General Meeting’s election of certain auditors or auditing firms.

VII. Any other business.

Adoption requirements
The adoption of items III, IVB, IVC, IVD, V and VI on the agenda requires a simple majority of votes.

The adoption of item IVA on the agenda requires that two thirds of both the votes cast and the share capital represented at the Annual General Meeting accept the proposal.

Voting will be based on the principle of one vote per share.

Amount of share capital, shareholders' voting rights and date of registration
The share capital of Topdanmark totals DKK 90,000,000 divided into 90,000,000 shares of DKK 1 each. Topdanmark's holding of own shares, which do not entitle the holder to vote at the Annual General Meeting, is 2,812,584 shares. Therefore, the number of voting rights at the Annual General Meeting is 87,187,416. Danske Bank is the share issuing bank, through which shareholders may exercise their financial rights.

The date of registration is 26 March 2020.

Shareholders who own shares in the company on the date of registration are entitled to attend the Annual General Meeting and to vote. 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 is also dependent on the shareholder having obtained in a timely manner an admission card as described below.

Admission card
Shareholders who want to attend the Annual General Meeting should obtain admission cards no later than 27 March 2020 via www.topdanmark.com → Investors → Investor service → InvestorPortalen or by contacting VP Investor Services, Weidekampsgade 14, DK-2300 Copenhagen S, email vpinvestor@vp.dk or at VP Investor Services’ website www.vp.dk/gf

It will be possible to receive the admission card by email. Shareholders who want to receive the admission card by email must state this when ordering the admission card. It is a condition that the shareholder’s email address has already been registered on InvestorPortalen. After registration, the shareholder will receive an electronic admission card that must be presented at the Annual General Meeting using a smartphone or a tablet. If the shareholder has forgotten the admission card, access can be obtained against presentation of identification. Ballot papers will be handed out at the entry point of the general meeting.

Proxy and vote by post
Shareholders may grant a proxy. Proxies can by revoked at any time. Shareholders may vote in writing by post. Votes by post are irrevocable. Shareholders may grant their electronic proxies and votes by post on Topdanmark’s investor portal available on www.topdanmark.com → Investors → Investor service → InvestorPortalen. Paper proxy forms and votes by post forms can be down-loaded from the company's website www.topdanmark.com → Investor → News → General meetings. Shareholders who want to grant a proxy or to vote by post must do so via Topdanmark’s investor portal or at VP Investor Services’ website www.vp.dk/gf no later than 27 March 2020 or submit it in writing or by email to vpinvestor@vp.dk so that it is received no later than 27 March 2020.

Further information
For the three weeks preceding the Annual General Meeting, the notice convening the meeting, in-formation on the total number of shares and voting rights on the date of the notice, the documents that will be presented at the Annual General Meeting, the agenda and the complete proposals, as well as those forms that will be used for voting by proxy or by post, will be available at the compa-ny’s website www.topdanmark.com → Investors → News → General meetings. The materials can also be requested by contacting Topdanmark's Shareholder Administration.

Questions from shareholders
Under section 102 of the Danish Companies Act, shareholders may ask questions about the agen-da or about documents etc. to be used at the Annual General Meeting or on matters important to the assessment of the annual report and the Company's position or to questions to be decided at the Annual General Meeting. Prior to the Annual General Meeting, such questions can be asked by contacting, in person or in writing, Topdanmark A/S, Shareholder Administration Department, Borupvang 4, DK-2750 Ballerup, Denmark, telephone + 45 44 68 44 11, email aktieadm@topdanmark.dk

Webcast
The Annual General Meeting will be broadcast live on Topdanmark's website www.topdanmark.com. Following the Annual General Meeting, the broadcast will also be available on the Company’s website.

The broadcast, which includes both video and sound, will cover the platform and lectern of the Annual General Meeting.

As regards the collection and processing of personal data, reference is made to information about data protection law matters and the Company’s privacy policy, which can be found at the Company’s website, www.topdanmark.com → Investors → News → General meetings or at www.topdanmark.com→ CSR → CSR in Topdanmark → Policies.

THE BOARD OF DIRECTORS

Please direct any queries to:

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

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