Topdanmark — M&A Activity 2024

Sep 20, 2024

Topdanmark
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20 September 2024
Announcement no. 22/2024

Sampo has published notice of compulsory acquisition of Topdanmark shares

With reference to Topdanmark A/S' ("Topdanmark") announcement no. 18/2024 of 16 September 2024 regarding the final result of the recommended public tender offer (share exchange offer) made by Sampo plc ("Sampo") for up to all shares (except treasury shares and shares already held by Sampo) in Topdanmark, Sampo has today published a notice of compulsory acquisition of the shares held by the remaining minority shareholders in Topdanmark in accordance with Sections 70-72 of the Danish Companies Act. The notice has been published in the Danish Business Authority's IT system and is attached to this announcement.

As set out in the notice, all remaining minority Topdanmark shareholders are formally requested by Sampo to transfer their Topdanmark shares to Sampo within a four-week period expiring on 18 October 2024 at 23:59 (CEST). Settlement of the transferred shares will take place after expiry of said four-week period.

The compulsory acquisition of the shares in Topdanmark will be made on the terms set forth in the compulsory acquisition notice.

Materials regarding the exchange offer and the compulsory acquisition have, subject to certain restrictions, been made available on Topdanmark's website https://www.topdanmark.dk/shares and on Sampo's website https://www.sampo.com/topdanmark.

Please direct any queries to:

Lars Kufall Beck, CFO
Direct tel.: +45 44 74 30 28

Robin Løfgren, Head of Investor Relations
Direct tel.: +45 44 74 40 17
Mobile: +45 29 62 16 91

Topdanmark A/S
Borupvang 4, 2750 Ballerup
CVR-nr. 78040017

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Topdanmark
Page 2 / 2
20 September 2024
Announcement no. 22/2024

Important notice

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 announcement and/or into whose possession this announcement comes are required to take due note of and observe all such restrictions and obtain any necessary authorisations, approvals or consents. Neither Topdanmark, Sampo nor any of their 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 announcement 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.

The securities referred to in this announcement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) and may not be offered, sold or delivered, directly or indirectly, in or into the United States absent registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state and other securities laws of the United States.

Topdanmark A/S
Borupvang 4, 2750 Ballerup
CVR-nr. 78040017