Topdanmark — M&A Activity 2016

Oct 7, 2016

This announcement is not for release or distribution or publication in whole or
in part, directly or indirectly, in or into the USA, Australia, Canada, Japan,
South Africa, Hong Kong or in any other jurisdiction in which this would amount
to a violation of local rules and regulation.

7 October 2016
Announcement No. 60/2016

As stated in company announcement No. 57/2016 of 27 September 2016, Sampo plc
(“Sampo”) has announced a mandatory offer to Topdanmark’s shareholders of DKK
183 per share.

In accordance with the Danish Executive Order no. 562 of 2 June 2014 on
takeover bids, Topdanmark’s Board of Directors has analysed the mandatory offer
from Sampo. The statement by the Board of Directors is attached to this
announcement and forms an integrated part hereof.

The statement by the Board of Directors contains the following conclusion:

“The Board of Directors does not recommend the Shareholders to accept the Bid.

The Board of Directors' recommendation is based on an overall assessment of all
of the circumstances available to the Board of Directors relating to the
Mandatory Bid, including the advantages and disadvantages for the Shareholders.

In the opinion of the Board of Directors, the Offer Price does not represent an
attractive offer price from a financial point of view in a public tender offer.
The Offer Price has been based on the price at which the Company’s Shares were
traded on Nasdaq Copenhagen A/S ("Nasdaq Copenhagen") on the date when the
obligation to make a mandatory bid arose. The Offer Price does not include any
premium as is usually offered in connection with a public tender offer for the
shares in a listed company.

The Board of Directors' recommendation is supported by an opinion, which the
Board of Directors has obtained from its financial adviser J.P. Morgan Limited.

The Board of Directors points out the following additional considerations to
the Shareholders:

The Offer Price gives the Shareholders an opportunity to sell their Shares at a
price which cannot necessarily be obtained if the share price declines after
the expiry of the Offer Period as a result of events related or unrelated to
Topdanmark.

As long as the Offeror continues to hold at least 1/3 of all Shares and voting
rights in the Company, the Offeror may increase its stake in the Company after
expiry of the Offer Period without being required to make a new offer to the
Shareholders

Any potential future changes to Topdanmark's circumstances, e.g. regarding its
strategy or shareholder remuneration policy will not oblige the Offeror to make
a new offer to the Shareholders.”

The conclusion above should be read in conjunction with the complete statement.

The statement by the Board of Directors will be sent Topdanmark’s shareholders
on the register (except for shareholders resident in the USA, Australia,
Canada, Japan, South Africa, Hongkong or in any other jurisdiction in which
this would amount to a violation of local rules or regulations).

Please direct any queries to:
Steffen HeegaardG
roup Communication 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