Topdanmark — AGM Information 2017

Feb 10, 2017

10 February 2017
Announcement No. 08/2017

Sampo’s ownership interest in Topdanmark increased from 33.34% to 41.11% in
connection with the mandatory offer by Sampo cf. company announcement no.
64/2016. As of 1 February 2017, Sampo’s ownership interest was 41.7%, and
adjusted for Topdanmark’s holding of own shares, Sampo’s voting stock was
45.7%.

Today, Sampo has announced that the company wants to increase its number of
members of Topdanmark’s Board of Directors elected at the AGM from one to
three. Furthermore, at Topdanmark’s AGM on 4 April 2017, Sampo will propose
that the authority of the Board of Directors to buy-back own shares be revoked.

Sampo wants more influence on Topdanmark’s Board of Directors
Due to Sampo’s wish for more influence on Topdanmark’s Board of Directors,
Søren Thorup Sørensen, Topdanmark’s current Chairman, has decided not to seek
re-election at the AGM on 4 April 2017.

Sampo will propose the following candidates for membership of Topdanmark’s
Board of Directors: Ricard Wennerklint (Deputy CEO of If) and Petri Niemisirta
(CEO of Mandatum Life).

Due to the changes in the Board of Directors, Birgitte Nielsen has decided not
to seek re-election to Topdanmark’s Board of Directors.

At the AGM on 4 April 2017, the Board of Directors will propose election of the
following:

-- Torbjörn Magnusson
-- Lone Møller Olsen
-- Petri Niemisvirta
-- Annette Sadolin
-- Ricard Wennerklint
-- Jens Aaløse.

It is expected that, after the AGM on 4 April 2017, Torbjörn Magnusson, the
current Deputy Chairman, will become new Chairman and Annette Sadolin will
become new Deputy Chairman.

Earnings distribution
Sampo has announced that it will propose that the authority of the Board of
Directors to buy-back own shares be revoked at Topdanmark’s AGM on 4 April
2017. Sampo’s proposal should be viewed in the context of Sampo’s announcement
in its Interim Report for Q1-Q3 2016 that Sampo intends to propose
discontinuation of Topdanmark’s share buy-back programme, at the AGM on 4 April
2017 and a switch to earnings distribution by means of payment of dividend.

If Sampo’s proposal is not adopted at Topdanmark’s AGM, it is the intention of
the Board of Directors that Topdanmark will switch to a combination of share
buy-back and payment of dividend as earnings distribution.

Topdanmark’s approach to earnings distribution is unchanged in relation to the
Statement by the Board of Directors of 7 October, cf. company announcement no.
60/16 in which paragraph 4.3.4.1 states the following:
“In normal circumstances, Topdanmark generates a return that exceeds the
capital requirement resulting from the growth of the business. It is the
Company's policy that, if it is not possible to find value-adding investment
opportunities, such excess return will be distributed to the Shareholders. In
the opinion of the Board of Directors, the amount of the distribution must be
determined by the ratio between the equity and the capital requirement and
capital need of the business.”

Please direct any queries to:
Steffen Heegaard, Group Communications and IR Director
Tel: +45 44 74 40 17
Mobile tel: +45 40 25 35 24

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