Topdanmark — AGM Information 2014

Mar 13, 2014

20 March 2014
Announcement No. 05/2014

Notice convening the Annual General Meeting of Topdanmark A/S on Thursday 10
April 2014, 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. Following the AGM the broadcast will also be available on the
Company’s website.

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 the Executive Board.

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

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

A. Proposal for amendments to the Articles of Association
If P&C Insurance Holding Ltd. (publ.) (”If”), the Company's main shareholder
which, at the time of convening the AGM, holds 25.18% of the share capital,
wants representation on the Company's Board. As If carries on business in the
Danish non-life insurance market, such representation requires a change of the
eligibility conditions of the Articles of Association.

The Board of Directors finds If’s wish understandable, and therefore it
proposes to amend Article 16(1) to the effect that the previous provision
stipulating that people who are employed by or work for another competing
company are not eligible, be deleted.

It is proposed to amend Article 16(1) to:

“Article 16
The Board of Directors shall be composed of up to six members, elected at the
Annual General Meeting.

Shareholders of the Company who are not associated with the Group by their
employment are eligible for election.”

B. Proposal for reduction in share capital
The Board of Directors proposes that the share capital be reduced by 10,000,000
of own shares of DKK 1 each with a total nominal value of DKK 10,000,000.
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 144.76
per DKK 1 share. Thus DKK 1,447,395,298 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 115,000,000 and is fully paid
up."

C. Proposal for amendment of remuneration policy
So far, all members of the Audit Committee have received half the basic Board
remuneration. The Board of Directors proposes that from the financial year 2014
the Chairman of the Audit Committee receive ¾ of the Board's basic remuneration
and that Topdanmark's remuneration policy be changed accordingly.

The Board of Directors has set up a nomination committee. The Nomination
Committee receives no remuneration. It is proposed that this be included in the
remuneration policy.

No other changes of the remuneration policy are proposed than those stated
above.

The complete text of the remuneration policy following the proposed changes is
available on www.topdanmark.com ? Investor ? News and calendar ? General
meetings.

V. Election of members to the Board of Directors

All Board members elected at the AGM are up for election.

The Board of Directors proposes election of:

1. Anders Colding Friis
2. Torbjörn Magnusson
3. Birgitte Nielsen
4. Michael Pram Rasmussen
5. Annette Sadolin
6. Søren Thorup Sørensen

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

VI. Election of one state-authorised public accountant to serve as auditor.

      The re-election of Deloitte, Statsautoriseret Revisionspartnerselskab

is proposed.

VII. Any other business

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

The adoption of the proposal referred to in items IV(A) and IV(B) 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 125,000,000 divided into 125,000,000
shares of DKK 1 each. Topdanmark's holding of own shares, which do not entitle
the holder to vote at the AGM, is 13,900,000 shares. Therefore the number of
voting rights at the AGM is 111,100,000. Danske Bank is the share issuing bank
through which shareholders may exercise their financial rights.

The date of registration will be 3 April 2014.

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 obtained in a timely manner an admission card as described
below.

Admission card
Shareholders who want to attend the AGM should obtain admission cards no later
than 4 April 2014 at www.topdanmark.com or 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. Shareholders may grant their electronic proxies and vote on
Topdanmark’s investor portal available at www.topdanmark.com. Paper postal
proxy forms and paper postal vote forms can be downloaded from the Company's
website www.topdanmark.com ? Investor ? News and calendar ? General meetings.
Shareholders who want to grant the Board of Directors a proxy or vote by letter
need to do so by post or email to aktieadm@topdanmark.dk to reach the Company
by 4 April 2014.

Further information
The Notice Convening the AGM, information on 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 ? News and calendar ? General meetings during the
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 about the agenda or about 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
Mobile: +45 4025 3524

Topdanmark A/S
Reg.No. 78040017
Borupvang 4
DK- 2750 Ballerup