Topdanmark — M&A Activity 2024

Sep 20, 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

20 September 2024

NOTICE ON COMPULSORY ACQUISITION TO THE SHAREHOLDERS OF TOPDANMARK A/S (CVR NO. 78 04 00 17) IN ACCORDANCE WITH SECTIONS 70-72 OF THE DANISH COMPANIES ACT

1 BACKGROUND

On 7 August 2024, Sampo plc ("Sampo") submitted a recommended public exchange offer to acquire all shares in Topdanmark A/S ("Topdanmark") (excluding treasury shares held by Topdanmark and Sampo's existing holding of Topdanmark shares), which expired on 9 September 2024 at 23:59 (CEST) (the "Exchange Offer"). After completion of the Exchange Offer, Sampo has acquired 38,558,968 shares in Topdanmark of the nominal value of DKK 1 each, corresponding to 43.23 per cent of the total share capital and 43.23 per cent of the voting rights in Topdanmark, excluding treasury shares held by Topdanmark. As at today, Sampo thus holds 92.59 per cent of the total share capital and voting rights in Topdanmark, excluding treasury shares held by Topdanmark. Including treasury shares held by Topdanmark, this corresponds to 91.76 per cent of the total share capital and voting rights in Topdanmark.

As Sampo now holds more than 90 per cent of the total share capital and voting rights in Topdanmark, excluding treasury shares held by Topdanmark, Sampo has today decided to exercise its right to initiate a compulsory acquisition of the shares held by the remaining minority shareholders of Topdanmark in accordance with sections 70-72 of the Consolidated Act no. 1168 of 1 September 2023 on Public and Private Limited Companies, as amended (the "Danish Companies Act") and Euronext Securities Copenhagen's Rule Book (the "Compulsory Acquisition"). Reference is also made to section 6.3 of the offer document dated 7 August 2024 (the "Offer Document"), in which Sampo previously informed the shareholders of Topdanmark about the possibility of a potential compulsory acquisition.

As a result of the Compulsory Acquisition, all remaining minority shareholders of Topdanmark are hereby formally requested to transfer their shares in Topdanmark to Sampo within a period of four (4) weeks expiring on 18 October 2024 at 23:59 (CEST) (the "Compulsory Acquisition Period").

Additional information about the Compulsory Acquisition is provided below. For Topdanmark shareholders registered in the voluntary share inscription system maintained by Topdanmark pursuant to articles 5 and 6 of Topdanmark's Articles of Association (the "Share Inscription System") ("Topdanmark Inscription Shareholders"), reference is also made to the information in section 4.

2 COMPULSORY ACQUISITION CONSIDERATION

2.1 Cash Consideration

The compulsory acquisition of the remaining Topdanmark shares will be completed at a redemption price of DKK 366.38 for each Topdanmark share of the nominal value of DKK 1, and payment will be made in cash (the "Compulsory Acquisition Consideration"). The Compulsory Acquisition Consideration corresponds to 1.25 times the Sampo closing share price of EUR 39.29 on Nasdaq Helsinki on 14 June 2024. The Compulsory Acquisition Consideration thereby reflects the valuation of the Topdanmark shares (including the premium of 27 per cent) indicated in the announcement published on 17 June 2024.

In the event that Topdanmark pays dividend (declared as final or otherwise binding on Topdanmark) and/or otherwise makes or resolves to make distributions to its shareholders prior to completion of the Compulsory Acquisition, and provided that the Topdanmark shares are transferred to Sampo ex-dividend (meaning without the right for Sampo to receive paid or declared but unpaid dividend and/or other distributions), the price to be paid pursuant to the Compulsory Acquisition may be decreased by the amount of such dividend or other distribution per share on a DKK-for-DKK basis at the discretion of the board of directors of Sampo.

2.2 Expert valuation

If a remaining Topdanmark minority shareholder disagrees with the Compulsory Acquisition Consideration, such shareholder may request, pursuant to section 70(2) of the Danish Companies Act, that the Compulsory

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Acquisition Consideration be determined by an expert appointed by the court for the district in which Topdanmark's registered office is situated. The expert will determine the redemption price in accordance with section 67(3) of the Danish Companies Act. The expert's valuation may be brought before a court of law no later than three (3) months after receipt of the expert's valuation. Where the expert's valuation results in a redemption price that is higher than that offered by Sampo, such higher price will also be valid for other Topdanmark minority shareholders.

2.3 Costs and fees

Any bank fees, brokerage fees and/or other costs imposed on a Topdanmark shareholder in connection with the shareholder's transfer of Topdanmark shares in connection with the Compulsory Acquisition are payable by the Topdanmark shareholder in question. Such bank fees, brokerage fees and/or other costs will not be paid by Sampo. This applies irrespective of whether a Topdanmark shareholder chooses to transfer its Topdanmark shares to Sampo prior to the expiry of the Compulsory Acquisition Period as described in section 3.1 for ordinary Topdanmark shareholders and section 4.1 for Topdanmark Inscription Shareholders.

3 INFORMATION RELEVANT ONLY FOR TOPDANMARK SHAREHOLDERS WHO ARE NOT REGISTERED IN THE SHARE INSCRIPTION SYSTEM (ORDINARY TOPDANMARK SHAREHOLDERS)

3.1 Information about acceptance (Ordinary Topdanmark Shareholders)

Any Topdanmark Shareholder who is not registered in the Share Inscription System ("Ordinary Topdanmark Shareholders") and who chooses to transfer its Topdanmark shares to Sampo in accordance with this notice, should contact its own custodian bank or other account holding institution before expiry of the Compulsory Acquisition Period and request to have their Topdanmark shares transferred to Sampo.

Any acceptance of a transfer of Topdanmark shares may be notified online via the respective Ordinary Topdanmark Shareholder's custodian bank's or other account holding institution's web bank solution (if the respective Ordinary Topdanmark Shareholder's custodian bank or other account holding institution offers such solution) or by completing and submitting the attached acceptance form (1) to the respective Ordinary Topdanmark Shareholder's custodian bank or other account holding institution, which will then communicate the Ordinary Topdanmark Shareholder's acceptance to:

Nordea Danmark, Filial af Nordea Bank Abp, Finland
Grønjordsvej 10
DK-2300 Copenhagen S
Denmark
("Nordea")

Ordinary Topdanmark Shareholders who have accepted transferring their Topdanmark shares during the Compulsory Acquisition Period should be advised that the transfer of Topdanmark shares must be communicated to the Ordinary Topdanmark Shareholder's own custodian bank or other account holding institution in due time to allow the custodian bank or other account holding institution to process and communicate the acceptance to Nordea. Such notice must be received by Nordea prior to the expiry of the Compulsory Acquisition Period on 18 October 2024 at 23:59 (CEST). Sampo reserves the right to reject any acceptances that have been submitted conditionally, erroneously or deficiently.

The deadline for notification of acceptance to the custodian bank or other account holding institution will depend upon the Ordinary Topdanmark Shareholder's agreement with, and the rules and procedures of, the relevant custodian bank or any other account holding institution. Such time may be earlier than the last day of the Compulsory Acquisition Period.

Settlement of the transferred Topdanmark shares will take place after expiry of the Compulsory Acquisition Period. All Topdanmark shares transferred to Sampo in accordance with this notice must be free from any and all charges, liens, encumbrances and other third party rights.

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3.2 Process for shareholders not submitting an acceptance in the Compulsory Acquisition Period (Ordinary Topdanmark Shareholders)

After expiry of the Compulsory Acquisition Period, Sampo will, against payment of the Compulsory Acquisition Consideration, compulsorily acquire any Topdanmark shares held by the remaining Ordinary Topdanmark minority shareholders who have not transferred their Topdanmark shares to Sampo prior to the expiry of the Compulsory Acquisition Period (the "Redeemed Ordinary Topdanmark Shareholders"). Payment of the Compulsory Acquisition Consideration will take place through Euronext Securities Copenhagen (VP Securities A/S). In exchange for such payment, the ownership of Topdanmark shares held by Redeemed Ordinary Topdanmark Shareholders will be transferred to Sampo, and Sampo will be registered as holder of the transferred Topdanmark shares. Topdanmark's register of shareholders will subsequently be updated to reflect the changes in the ownership of the Topdanmark shares.

After the expiry of the Compulsory Acquisition Period, Sampo will publish a new notice through the IT system of the Danish Business Authority with information that the Redeemed Ordinary Topdanmark Shareholders may demand an expert valuation of the Compulsory Acquisition Consideration within a period of three (3) months from the time of publication of such notice pursuant to section 72(3) of the Danish Companies Act. This right will be forfeited after the expiry of this three (3) month period.

4 INFORMATION RELEVANT ONLY FOR TOPDANMARK SHAREHOLDERS WHO ARE REGISTERED IN THE SHARE INSCRIPTION SYSTEM (TOPDANMARK INSCRIPTION SHAREHOLDERS)

4.1 Information about acceptance (Topdanmark Inscription Shareholders)

Any Topdanmark Inscription Shareholder who is registered in the Share Inscription System, and who chooses to transfer its Topdanmark shares to Sampo in accordance with this notice, should complete and submit the attached acceptance form (2) to Topdanmark by ordinary mail to the address below, such that acceptance form (2) is received by Topdanmark prior to the expiry of the Compulsory Acquisition Period:

Topdanmark A/S
Borupvang 4
DK-2750 Ballerup
Denmark
Attn: Aktieadministrationen

Topdanmark Inscription Shareholders who have accepted transferring their Topdanmark shares during the Compulsory Acquisition Period should be advised that the transfer of Topdanmark shares must be communicated to Topdanmark in due time to allow Topdanmark to process and communicate the acceptance to Nordea. Such notice of transfer must be received by Topdanmark prior to the expiry of the Compulsory Acquisition Period on 18 October 2024 at 23:59 (CEST).

Topdanmark Inscription Shareholders submit acceptances at their own risk. Any acceptance will be considered as submitted only when Topdanmark has actually received it. Sampo reserves the right to reject any acceptances that have been submitted conditionally, erroneously or deficiently.

Payment of the Compulsory Acquisition Consideration will be transferred to Topdanmark to the Topdanmark account associated with the Share Inscription System for onwards distribution to the relevant Topdanmark Inscription Shareholders. The Compulsory Acquisition Consideration will be distributed to the relevant Topdanmark Inscription Shareholder's NemKonto. If the Topdanmark Inscription Shareholder does not have a NemKonto, the Compulsory Acquisition Consideration will be distributed to the bank account registered in the relevant Topdanmark Inscription Shareholder's name in the Share Inscription System. With regards to Topdanmark Inscription Shareholders who do not have a NemKonto and where no bank account is registered in the Share Inscription System, the Topdanmark Inscription Shareholders should inform Topdanmark of their bank account details including name of their bank, registration number, account number, IBAN and SWIFT number by e-mail to aktier@topdanmark.dk. If no such bank account has been provided to Topdanmark, the Compulsory Acquisition Consideration will be deposited by Topdanmark on behalf of the Topdanmark Inscription Shareholder in accordance with applicable Danish law.

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Settlement of the transferred Topdanmark shares will take place after expiry of the Compulsory Acquisition Period. All Topdanmark shares transferred to Sampo in accordance with this notice must be free from any and all charges, liens, encumbrances and other third party rights.

4.2 Process for shareholders not submitting an acceptance in the Compulsory Acquisition Period (Topdanmark Inscription Shareholders)

After expiry of the Compulsory Acquisition Period, Sampo will, against payment of the Compulsory Acquisition Consideration, compulsorily acquire any Topdanmark shares held by the remaining Topdanmark Inscription minority shareholders who have not transferred their Topdanmark shares to Sampo prior to the expiry of the Compulsory Acquisition Period (the "Redeemed Topdanmark Inscription Shareholders"). Payment of the Compulsory Acquisition Consideration will be transferred to Topdanmark to the Topdanmark account associated with the Share Inscription System for onwards distribution to the relevant Redeemed Topdanmark Inscription Shareholders. The Compulsory Acquisition Consideration will be distributed to the Redeemed Topdanmark Inscription Shareholder's NemKonto. If the Redeemed Topdanmark Inscription Shareholder does not have a NemKonto, the Compulsory Acquisition Consideration will be distributed to the bank account registered in the relevant Redeemed Topdanmark Inscription Shareholder's name in the Share Inscription System. With regards to Redeemed Topdanmark Inscription Shareholders who do not have a NemKonto and where no bank account is registered in the Share Inscription System, such Redeemed Topdanmark Inscription Shareholders should inform Topdanmark of its bank account details including name of its bank, registration number, account number, IBAN and SWIFT number by e-mail to aktier@topdanmark.dk. If no such bank account has been provided to Topdanmark, the Compulsory Acquisition Consideration will be deposited by Topdanmark on behalf of the Redeemed Topdanmark Inscription Shareholder in accordance with applicable Danish law.

In exchange for such payment, the ownership of Topdanmark shares held by Redeemed Topdanmark Inscription Shareholders will be transferred to Sampo, and Sampo will be registered as holder of the transferred Topdanmark shares. Topdanmark's register of shareholders will subsequently be updated to reflect the changes in the ownership of the Topdanmark shares.

After the expiry of the Compulsory Acquisition Period, Sampo will publish a new notice through the IT system of the Danish Business Authority with information that the Redeemed Topdanmark Inscription Shareholders may demand an expert valuation of the Compulsory Acquisition Consideration within a period of three (3) months from the time of publication of such notice pursuant to section 72(3) of the Danish Companies Act. This right will be forfeited after the expiry of this three (3) month period.

5 VERSIONS

This notice has been prepared in both a Danish and English language version. In the event of any discrepancies, the Danish language version will prevail.

Helsinki, Finland, 20 September 2024

Sampo plc

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DISCLAIMER

The compulsory acquisition is not being made, and the Topdanmark shares will not be accepted from or on behalf of persons, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities laws or other regulations of such jurisdiction (the "Restricted Jurisdictions"). Persons obtaining this notice and/or into whose possession this notice comes are required to take due note of and observe all such restrictions and obtain any necessary authorisations, approvals or consents. Neither Sampo nor any of its advisors assume any responsibility or liability for any violation by any person of any such restrictions. Any person (including, without limitation, custodians, nominees and trustees) who intends to forward this notice to any jurisdiction outside Denmark should inform themselves of the laws of the relevant jurisdiction before taking any action. The distribution of this notice in jurisdictions other than Denmark may be restricted by law and, therefore, persons who come into possession of this notice should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction.

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STATEMENT BY THE BOARD OF DIRECTORS OF TOPDANMARK A/S CONCERNING COMPULSORY ACQUISITION PURSUANT TO SECTION 70 (2) OF THE DANISH COMPANIES ACT

(the Statement)

The board of directors (the Board of Directors)¹ of Topdanmark has received and considered Sampo's above stated notice (the Notice) concerning the compulsory acquisition of any Topdanmark shares (Topdanmark Shares) held by the remaining minority shareholders of Topdanmark in accordance with sections 70 - 72 of the Danish Companies Act (in Danish: Selskabsloveri) (the Compulsory Acquisition).

Terms defined in the Notice shall have the same meaning when used in this Statement, unless the context otherwise requires or explicitly set out herein.

In fulfilment of its obligations set out in section 70 of the Danish Companies Act, the Board of Directors makes the following Statement concerning the terms and conditions for the Compulsory Acquisition:

1. The Compulsory Acquisition follows completion of the Exchange Offer announced by Sampo on 7 August 2024. The Exchange Offer was made pursuant to a certain Combination Agreement between Sampo and Topdanmark entered into on 17 June 2024. Reference is made, inter alia, to Topdanmark's company announcements no. 9/2024, 14/2024 and 18/2024.
2. The Board of Directors expressed its views on the Exchange Offer in its statement of 9 August 2024 (see company announcement 15/2024).
3. Sampo has notified Topdanmark that Sampo holds more than 90 per cent of the Topdanmark Shares and the attaching voting rights, excluding any Topdanmark Shares owned by Topdanmark as treasury shares. Based on such holding of Topdanmark Shares, Sampo is, in accordance with the Danish Companies Act, entitled to carry out the Compulsory Acquisition.
4. The terms and conditions of the Compulsory Acquisition set out in the Notice have been decided upon by and are and remain the sole responsibility of Sampo.
5. In the Exchange Offer, Sampo offered to buy Topdanmark Shares for consideration in the form of new A shares of Sampo based on a fixed exchange ratio of 1:1.25 (the Exchange Ratio). Consequently, Sampo offered 1.25 new A shares of Sampo for each Topdanmark Share validly tendered in the Exchange Offer. The Exchange Ratio reflected, as of the entering into of the Combination Agreement on 17 June 2024, a value per Topdanmark Share of DKK 366.38.² Thus, the Compulsory Acquisition Consideration equals the valuation applied to the Topdanmark Shares in the Exchange Offer.
6. The Compulsory Acquisition Consideration differs and may differ from the price at which the Topdanmark Shares have traded and may continue to trade on Nasdaq Copenhagen A/S after 14 June 2024.

This Statement is made in accordance with and is subject applicable Danish law and to the exclusive jurisdiction of Danish courts.

This Statement has been prepared in both a Danish and an English language version. In the event of any discrepancies, the Danish language version shall prevail.

Ballerup 20 September 2024

Board of Directors of Topdanmark A/S

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¹ Ricard Wennerklint, Kjell Rune Tveita, and Morten Thorsrud (the Conflicted Directors), who are affiliated with Sampo plc, have not taken part in the Board of Directors' deliberations and otherwise Topdanmark's handling of the transactions concerning the Exchange Offer (as defined) or the preparations of this Statement. Accordingly, any reference to Topdanmark's Board of Directors in this Statement shall, unless otherwise so specifically stated, be understood to exclude the Conflicted Directors.

² Value per Topdanmark Share calculated on the basis of the EUR 39.29 closing price of the Sampo A share on Nasdaq Helsinki on 14 June 2024, being the last trading date prior to announcement on 17 June 2024 of the entering into of the Combination Agreement and an EUR/DKK exchange rate of 7.46.

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ACCEPTANCE FORM (1) - FOR SALE OF SHARES IN TOPDANMARK A/S - COMPANY REG. (CVR) NO. 78 04 00 17 (ORDINARY TOPDANMARK SHAREHOLDERS)

(To be submitted to the Topdanmark A/S shareholder's own custodian bank or another account holding institution for endorsement and processing)

Acceptance must take place through the Topdanmark A/S shareholder's own custodian bank or another account holding institution in due time to allow the custodian bank or other account holding institution to process and communicate the acceptance to Nordea Danmark, Filial af Nordea Bank Abp, Finland, which must have received such acceptance no later than 18 October 2024 at 23:59 (CEST).

The undersigned hereby represent(s) that the transferred shares in Topdanmark A/S are free from any and all charges, liens, encumbrances and/or other third party rights. The undersigned will pay all bank fees, brokerage fees and/or other costs in connection with the transfer of shares in Topdanmark A/S.

On the terms set out in the notice published by Sampo plc on 20 September 2024 concerning the compulsory acquisition of Topdanmark A/S shares held by the remaining minority shareholders of Topdanmark A/S pursuant to sections 70-72 of the Danish Companies Act (the "Compulsory Acquisition"), I/we hereby irrevocably accept to transfer the following number of shares in Topdanmark A/S (ISIN DK0060477503) of the nominal value of DKK 1 each against cash payment of DKK 366.38 per Topdanmark A/S share, adjusted in accordance with the terms and conditions of the Compulsory Acquisition (including distribution of dividend prior to completion):

	No. of shares in Topdanmark A/S (all Topdanmark A/S shares held in the Euronext Securities Copenhagen account mentioned below).

I/We permit the effectuation of the assignment by transfer of the Topdanmark A/S shares from my/our account with:

Account holding institution:	Euronext Securities Copenhagen account:

The proceeds from the transferred shares in Topdanmark A/S shall be distributed to:

Bank name and bank address:	Registration No./Account No.:*

• For non-Danish bank accounts, please provide the International Bank Account Number (IBAN). For Danish bank accounts, please provide the registration number and bank account number.

I/We confirm that the name and address provided by me/us in the signature block below match the name and address specified on the account statement for the aforementioned account.

Acknowledgement of applicable bank transfer and/or currency exchange fees

I/We accept and acknowledge that I/we are liable for any applicable bank transfer and/or currency exchange fees charged by the recipient bank as a result of receipt of the proceeds from Topdanmark A/S shares distributed to me/us by Sampo plc. The proceeds from the Topdanmark A/S shares will be paid and distributed in Danish kroner, and if they are transferred to a bank outside Denmark, the recipient bank may exchange them into the local currency of the relevant bank at an exchange rate to be determined by the recipient bank in its sole discretion. I/We accept and acknowledge that the exchange rates may fluctuate, and I/we accept the risk of such fluctuations.

I/We hereby confirm, and consent to, that this acceptance form and the information provided herein may be shared between Nordea Danmark, Filial af Nordea Bank Abp, Finland and my/our custodian bank or another account holding institution for the purpose of accepting the Compulsory Acquisition.

Information about the transferring Topdanmark A/S shareholder and signature:

Name:
Address:
Postal code, city and country:
Company registration no. (CVR)/Social security number (CPR):
Telephone:	Date and signature:

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The undersigned account holding institution agrees to transfer the above Topdanmark A/S shares to Nordea Danmark, Filial af Nordea Bank Abp, Finland, if Sampo plc determines in its reasonable discretion that this acceptance form is in accordance with the Compulsory Acquisition and that the conditions of the Compulsory Acquisition (as set out in the notice concerning the Compulsory Acquisition) have been satisfied or (subject to applicable laws, rules and regulations) waived by Sampo plc:

Company registration no. (CVR):	CD-ident:
Stamp and signature:

Information to the account holding institution:

Upon the endorsement of this acceptance form, the Topdanmark A/S shareholder's custodian bank or other account holding institution shall no later than by 18 October 2024 at 23:59 (CEST) have submitted this acceptance form to:

Nordea Danmark, Filial af Nordea Bank Abp, Finland, Grønjordsvej 10, DK-2300 Copenhagen, Denmark, attn.: Nordea Issuer Services CA, email: corpact.dk@nordea.com, phone: +45 5547 5179.

Persons accepting the Compulsory Acquisition may provide personal data to Nordea Danmark, Filial af Nordea Bank Abp, Finland. Personal data provided to Nordea Danmark, Filial af Nordea Bank Abp, Finland will be processed in data systems to the extent necessary to provide services and processing cases at Nordea Danmark, Filial af Nordea Bank Abp, Finland. Personal data obtained from a party other than the customer to which the processing relates may also be processed. Personal data may also be processed in data systems of companies and organisations with which Nordea Danmark, Filial af Nordea Bank Abp, Finland collaborates. Information about the processing of personal data is provided by the branches of Nordea Danmark, Filial af Nordea Bank Abp, Finland, which also accept requests for rectification of personal data. Personal data may be obtained by Nordea Danmark, Filial af Nordea Bank Abp, Finland in connection with the settlement of the Compulsory Acquisition in Euronext Securities Copenhagen (VP Securities A/S). For additional information about the processing of personal data by Nordea Danmark, Filial af Nordea Bank Abp, Finland, see https://www.nordea.com/en/privacy-policy.

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ACCEPTANCE FORM (2) - FOR SALE OF SHARES IN TOPDANMARK A/S - COMPANY REG. (CVR) NO. 78 04 00 17 (TOPDANMARK INSCRIPTION SHAREHOLDERS)

(To be submitted by ordinary mail to: Topdanmark A/S, Borupvang 4, DK-2750 Ballerup, Denmark, Attn.: Aktieadministrationen, for endorsement and processing)

The undersigned must ensure that the acceptance form has been received by Topdanmark A/S prior to 18 October 2024 at 23:59 (CEST).

The undersigned hereby represent(s) that the transferred shares in Topdanmark A/S are free from any and all charges, liens, encumbrances and/or other third party rights. The undersigned will pay all bank fees, brokerage fees and/or other costs in connection with the transfer of shares in Topdanmark A/S.

On the terms set out in the notice published by Sampo plc on 20 September 2024 concerning the compulsory acquisition of Topdanmark A/S shares held by the remaining minority shareholders of Topdanmark A/S in accordance with sections 70-72 of the Danish Companies Act (the "Compulsory Acquisition"). I/we hereby irrevocably transfer all shares in Topdanmark A/S (ISIN DK0060477503) of the nominal value of DKK 1 each which I/we have registered in the voluntary share inscription system maintained by Topdanmark pursuant to articles 5 and 6 of Topdanmark's Articles of Association (the "Share Inscription System"), against cash payment of DKK 366.38 per Topdanmark A/S share, adjusted in accordance with the terms and conditions of the Compulsory Acquisition (including distribution of dividend prior to completion)

By submitting this acceptance form, the undersigned direct(s) Topdanmark A/S to give effect to this acceptance form by transferring the above-mentioned Topdanmark A/S shares from Topdanmark A/S' Share Inscription System to Nordea Danmark, Filial af Nordea Bank Abp, Finland, and the undersigned confirm(s) and accept(s) that Topdanmark A/S may receive and distribute the proceeds from the transfer of my/our Topdanmark A/S shares to my/our NemKonto. If I/we do not have a NemKonto, the proceeds will be distributed to the bank account registered in my/our name in the Share Inscription System. If no bank account is registered in the Share Inscription System, the undersigned should inform Topdanmark A/S of the name of their bank, registration number, account number, IBAN and SWIFT number by e-mail to aktier@topdanmark.dk. If no such bank account has been provided to Topdanmark, the proceeds from the transfer of my/our Topdanmark A/S shares will be deposited by Topdanmark A/S on behalf of me/us in accordance with applicable Danish law.

Acknowledgement of applicable bank transfer and/or currency exchange fees

I/We accept and acknowledge that I/we are liable for any applicable bank transfer and/or currency exchange fees charged by the recipient bank as a result of receipt of the proceeds from Topdanmark A/S shares distributed to me/us by Sampo plc, communicated through Topdanmark A/S. The proceeds from the Topdanmark A/S shares will be paid and distributed in Danish kroner, and if they are transferred to a bank outside Denmark, the recipient bank may exchange them into the local currency of the relevant bank at a rate of exchange to be determined by the recipient bank in its sole discretion. I/We accept and acknowledge that rates of exchange may fluctuate, and I/we accept the risk of such fluctuations.

I/We hereby confirm and accept disclosure of this acceptance form and the information provided herein by and between Topdanmark A/S, Sampo plc and Nordea Danmark, Filial af Nordea Bank Abp, Finland for the purpose of accepting the Compulsory Acquisition.

I/We permit the effectuation of the assignment by transfer of the Topdanmark A/S shares registered in my/our name in Topdanmark A/S' Share Inscription System with the following information:

Name:	For Danish natural persons: Social security number (CPR) (DDMMYY-XXXX):	For Danish legal entities: Company registration no. (CVR):	Employee number and/or shareholder number:

Information about the transferring Topdanmark A/S shareholder and signature:

Name / Company name*:
Address:
Postal code, city and country:
Citizenship(s) (for natural persons) / Country of incorporation (for legal entities):
Telephone:	E-mail address:
Date and signature:

*and name of the authorised signatories if the Topdanmark A/S shareholder is a legal entity. If the Topdanmark A/S shareholder is a minor, the guardian's name and signature.