Topdanmark — AGM Information 2012

Mar 23, 2012

23 March 2012
Announcement No. 03/2012

Notice convening Annual General Meeting of Topdanmark A/S on Thursday 19 April
2012, 15:00 (CET), at Tivoli Congress Center, Arni Magnussons Gade 2-4, 1577
Copenhagen V.

The AGM will be broadcast live on Topdanmark's website www.topdanmark.com ?
Investor.

The Board of Directors will submit:

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 Board of Management.

III. Adoption of the Annual Report and decision on the appropriation of profits
according to the Annual Report as adopted.

IV. Election of members to the Board of Directors.

All Board members elected by the shareholders in General Meeting are up for
election. Knud J. Vest does not offer himself for re-election. The Board of
Directors proposes that Anders Colding Friis, CEO, is elected as a new member
of the Board of Directors. It is proposed to re-elect the other members of the
Board.

The Board of Directors proposes election of:
A. Anders Colding Friis
B. Anders Knutsen
C. Jens Maaløe
D. Michael Pram Rasmussen
E. Annette Sadolin
F. Søren Thorup Sørensen

A detailed description of each Board member is available on Topdanmark's
website www.topdanmark.com ? Investor ? General meetings. It has also been sent
to those shareholders who have requested a written invitation to the AGM.

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

Proposals submitted by the Board of Directors:

A. Proposal for reduction in share capital
The Board of Directors proposes that the share capital be reduced by 1,075,896
of own shares with a total nominal value of DKK 10,758,960. Subsequently the
shares will be cancelled.

Pursuant to Section 188(1) of the Danish Companies Act, the purpose of the
reduction in share capital is to pay the amount to the Company as the owner of
the shares by transferring the amount from the Company’s tied-up capital to its
free reserves. The value of the reduction in share capital will be DKK 8,743.76
per DKK 100 share equivalent to a listed price of DKK 874.38 per DKK 10 share.
Thus DKK 940,738,087 will be transferred to the free reserves.

After the expiry of the deadline for creditors to file their claims and the
implementation of the reduction in capital, Article 3(1) of the Articles of
Association will be amended to read as follows:
"The share capital of the Company amounts to DKK 137,500,000 and is fully paid
up."

B. Proposal for remuneration of the Board of Directors
It is proposed that the annual remuneration to be paid to the Board of
Directors be increased from a total of DKK 4,050,000 to a total of DKK
4,387,500 implying an increase in the ordinary remuneration from DKK 300,000 to
DKK 325,000 with effect from the financial year 2012 commencing 1 January 2012.

VI. Election of one state-authorised public accountant to serve as auditor.
It is proposed to re-elect Deloitte, Statsautoriseret Revisionspartnerselskab.

VII. Any other business

Conditions of adoption
The adoption of the proposals referred to in items III, IV, V(B) and VI
requires a simple majority of votes.

The adoption of the proposal referred to in item V(A) is conditional upon the
affirmative votes of not less than two thirds of the votes cast as well as of
the voting capital represented at the AGM.

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

Size of share capital, shareholders' voting rights and date of registration
The share capital of Topdanmark totals DKK 148,258,960 divided into 14,825,896
shares of DKK 10 each. Topdanmark's holding of own shares, which do not entitle
the holder to vote at the AGM, is 1,800,000 shares. Therefore the number of
possible voting rights at the AGM is 13,025,896. Danske Bank is the share
issuing bank through which shareholders may exercise their financial rights.

The date of registration will be 12 April 2012.

Only shareholders who own shares in the Company on the date of registration are
entitled to attend the AGM and vote on their shares. A shareholder's
shareholding is calculated on the date of registration based on the
registration of the shareholder's shares in the Register of Owners and the
information of ownership received by the Company for registration in the
Register of Owners. The attendance of a shareholder is also dependent on the
shareholder having timely obtained an admission card as described below.

Admission card
Shareholders who want to attend the AGM should obtain admission cards no later
than 13 April 2012 by applying to Topdanmark A/S, Share Administration
Department, Borupvang 4, 2750 Ballerup, Denmark, telephone + 45 4468 4411,
email aktieadm@topdanmark.dk.

Proxy and postal vote
Shareholders may grant the Board of Directors a proxy. Proxies can by revoked
at any time. Shareholders may vote in writing by letter. Postal votes cannot be
revoked. Electronic proxy and postal vote forms can be downloaded from the
Company's website www.topdanmark.com ? Investor ? General meetings.
Shareholders who want to grant the Board of Directors a proxy or vote by letter
need to send it by post or email to aktieadm@topdanmark.dk to reach the Company
by 13 April 2012.

Further information
The Notice Convening the AGM, information of the total number of shares and
voting rights on the date of the Notice, those documents to be presented at the
AGM, the agenda and the complete proposals as well as those forms to be used
for voting by proxy or letter will be available on the Company's website
www.topdanmark.com ? Investor ? General meetings during the last three weeks
prior to the AGM. The material is also available from Topdanmark's Share
Administration.

Questions from shareholders
Pursuant to Section 102 of the Danish Companies Act, shareholders may ask
questions on the agenda or on documents etc. to be used at the AGM or on
matters important to the assessment of the Annual Report and the Company's
position or to questions to be decided at the AGM. Prior to the AGM such
questions can be asked by contacting, in person or in writing, Topdanmark A/S,
Share Administration Department, Borupvang 4, 2750 Ballerup, Denmark, telephone
+ 45 4468 4411, email aktieadm@topdanmark.dk.

Please direct any queries to:
Steffen Heegaard, Group Communications and IR Director
Direct: +45 4474 4017, Mobile: +45 4025 3524