27 May 2021

Tryg Forsikring A/S

(a public limited liability company incorporated in Denmark registered under CVR no. 24260666)

SEK 1,000,000,000 Floating Rate Perpetual Restricted Tier 1 Capital Notes

Issue Price: 100 per cent.

ISIN: DK0030484621

CFI: DBVUQB

FISN: Tryg Forsikri/2.37/ TIER 1

This prospectus (the "Prospectus") has been prepared by Tryg Forsikring A/S (the "Issuer" and, together with its parent Tryg A/S ("Tryg") and Tryg's consolidated subsidiaries from time to time, the "Tryg Group") for the admittance to trading and listing on the regulated market Oslo Børs of the SEK 1,000,000,000 Floating Rate Perpetual Restricted Tier 1 Capital Notes (the "Notes") issued on 26 February 2021 (the "Issue Date") by the Issuer. The issue of the Notes was mandated by a resolution of the supervisory board of the Issuer on 11 February 2021. An application has been made for admission of the Notes to trading and listing on the regulated market Oslo Børs. The Issuer expects the first day of trading of the Notes on the regulated market Oslo Børs to be 31 May 2021.

Unless otherwise defined herein (including under "Glossary" below), capitalised terms used in this Prospectus shall have the meaning given to them in the section "Terms and Conditions of the Notes" (the "Conditions"). Any reference to a numbered "Condition" is to the correspondingly numbered provision thereof.

The Notes bear interest on their Outstanding Principal Amount at a rate per annum, equal to the sum of the applicable Screen Rate plus the Margin, payable quarterly in arrear on 26 February, 26 May, 26 August and 26 November in each year commencing on 26 May 2021, subject to cancellation as provided below and further described in the Conditions. Further, following any Write-Down pursuant to Condition 9.1 (Loss Absorption Following a Trigger Event), as described below, interest will accrue on the Outstanding Principal Amount which will be lower than the Initial Principal Amount of the Notes unless and until the Issuer elects (at its sole discretion) to effect a Discretionary Reinstatement of the Notes as per Condition 9.3 (Discretionary Reinstatement). The cancellation or non-payment of any Interest Payment shall not constitute a default or event of default for any purpose on the part of the Issuer. Any Interest Payment (or part thereof) which is cancelled in accordance with the Conditions shall not accumulate or become due and payable in any circumstances at any time thereafter.

The Issuer may elect at any time to cancel (in whole or in part) any Interest Payment which would otherwise be payable on any Interest Payment Date and shall, save as otherwise permitted pursuant to the Conditions, cancel an Interest Payment upon the occurrence of a Mandatory Interest Cancellation Event with respect to that Interest Payment. Any interest accrued in respect of an Interest Payment Date which falls on or after the date on which a Trigger Event occurs shall also be cancelled.

The Notes are perpetual securities and have no fixed maturity date or fixed redemption date. The Issuer shall only have the right to redeem or purchase the Notes in accordance with Condition 10 (Redemption, Substitution, Variation and Purchase). No Noteholder has any right to require the Issuer to redeem or purchase the Notes at any time.

If at any time a Trigger Event occurs, the Outstanding Principal Amount of the Notes will, save as otherwise permitted pursuant to Condition 9.2 (Waiver of Loss Absorption by Relevant Regulator), be written down, as

27 May 2021

further provided for in Condition 9.1 (Loss Absorption Following a Trigger Event). The Outstanding Principal Amount may, in the sole and absolute discretion of the Issuer and subject to certain conditions, be subsequently reinstated (in whole or in part), as further described in Condition 9.3 (Discretionary Reinstatement).

Payments in respect of the Notes by or on behalf of the Issuer shall be made without withholding or deduction for, or on account of, any present or future Taxes imposed or levied by or on behalf of the Relevant Jurisdiction unless the withholding or deduction of the Taxes is required by law. In any such event, the Issuer shall pay such Additional Amounts in respect of Interest Payments but not in respect of any payments of principal as may be necessary so as to ensure that the net amounts received by any Noteholder after the withholding or deduction shall equal the respective amounts which would have been received in respect of the Notes in the absence of the withholding or deduction, subject to certain exceptions as further described in Condition 13 (Taxation).

The Notes are as of the date of this Prospectus rated Baa3 by Moody's Deutschland GmbH ("Moody's"). According to Moody's rating definitions available as at the date of this Prospectus, obligations rated "Baa3" mean obligations judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from "Aa" through "Caa". Numeric modifiers are used to refer to the ranking within a group, with 1 being the highest and 3 being the lowest. However, Moody's states that the financial strength of companies within a generic rating symbol is broadly the same. Moody's is established in the European Economic Area (the "EEA") and registered under Regulation (EC) No 1060/2009, as amended (the "CRA Regulation") and is, as of the date of this Prospectus, included in the list of credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. A revision, suspension, reduction or withdrawal of a rating may adversely affect the market price of the Notes.

The Notes are issued in uncertificated book entry form in accounts with VP Securities A/S, Weidekampsgade 14, DK-2300 Copenhagen S, Denmark and in denominations of SEK 0.01 each. Each Note in the Securities Depository will be registered with a minimum settlement unit of SEK 2,000,000, meaning that the Notes can only be traded in portions having an aggregate nominal amount of SEK 2,000,000 or, if greater, an even multiple of SEK 1,000,000. Amounts payable on the Notes (as described in Condition 6 (Interest)) will be calculated by reference to the Stockholm interbank offered rate, which is provided by Swedish Financial Benchmark Facility AB (the "STIBOR Administrator"). As at the date of this Prospectus, the STIBOR Administrator is not included in the register of benchmarks established and maintained by ESMA pursuant to Article 36 of the Benchmark Regulation. As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmark Regulation apply, such that the STIBOR Administrator is not currently required to obtain authorisation/registration (or, if located outside the European Union, recognition, endorsement or equivalence).

Danske Bank A/S, Holmens Kanal 2-12, DK-1060 Copenhagen K, Denmark acts as VP Agent in respect of the Notes. No representative, agent or trustee has been appointed to represent the holders of the Notes.

Title to the Notes shall pass by registration at the Securities Depository in accordance with the rules and procedures of the Securities Depository. The Noteholder will be the person evidenced as such by a book entry in the records of the Securities Depository. Where a nominee is so evidenced, it shall be treated by the Issuer as Noteholder.

An investment in the Notes involves certain risks. Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risks and that they consider the suitability of the Notes as an investment in light of their own circumstances and financial condition. The principal risks that could affect

27 May 2021

the ability of the Issuer to satisfy its obligations with respect to the Notes are described in the section "Risk factors".

Prohibition of sales to EEA retail investors - The Notes are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a "retail client", as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); (ii) a "customer" within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a "professional client" as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a "qualified investor" as defined in the Prospectus Regulation (as defined under "Important Information" below). Consequently no key information document required by Regulation (EU) No 1286/2914 (the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

Prohibition of sales to UK retail investors - The Notes are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a "retail investor" means a person who is one (or more) of: (i) a "retail client", as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); (ii) a "customer" within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a "professional client", as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (the "UK MiFIR"); or (iii) not a "qualified investor" as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

MIFID II product governance / Professional investors and eligible counterparties only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

Joint Lead Managers

Danske Bank

Nordea

This Prospectus is dated 27 May 2021

27 May 2021

Important Information

The Notes are subject to Danish law and this Prospectus has been prepared under Danish law in compliance with the requirements set out in the Danish Consolidated Act no. 1767 of 27 November 2020 on capital markets, as amended (the "Danish Capital Markets Act"), Regulation (EU) 2017/1129 of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended, (the "Prospectus Regulation") as well as the Commission Delegated Regulation (EU) 2019/980 of 14 March 2019 supplementing the Prospectus Regulation as regards the format, content, scrutiny and approval of the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Commission Regulation (EC) No 809/2004, as amended, (the "Delegated Prospectus Regulation") and the Commission Delegated Regulation (EU) 2019/979 of 14 March 2019 supplementing the Prospectus Regulation with regard to regulatory technical standards on key financial information in the summary of a prospectus, the publication and classification of prospectuses, advertisements for securities, supplements to a prospectus, and the notification portal, and repealing Commission Delegated Regulation (EU) No 382/2014 and Commission Delegated Regulation (EU) 2016/301, as amended. This Prospectus will be passported to Norway in accordance with the Prospectus Regulation. This Prospectus has been drawn up in conformity with Annex 7 and Annex 15 of the Delegated Prospectus Regulation.

This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint Lead Managers to subscribe for or purchase, any Note in any jurisdiction to any person to whom it would be unlawful to make such an offer or invitation in such jurisdiction.

This Prospectus does not constitute or form part of any offer or invitation to subscribe for or purchase any Note to any person with a registered address, or who is resident or located in, the United States.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the U.S. Securities Act ("Regulation S") or pursuant to an exemption from the registration requirements of the U.S. Securities Act.

The distribution of this Prospectus and other offering material relating to the Notes and the offer of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead Managers to inform themselves about and to observe such restrictions. For a further description of certain restrictions on the offering and sale of the Notes and on the distribution of this Prospectus, see "Selling Restrictions" below.

27 May 2021

Risk Factors ... 6
Certain Information with regard to the Prospectus ... 45
Responsibility Statement ... 46
Important Notice ... 48
Information about the issuer ... 51
Presentation of Financial Information ... 52
Description of the Transaction ... 55
Business of the Tryg Group ... 68
Corporate Responsibility ... 94
Industry Overview ... 96
Risk Management ... 104
Supervisory Board and Executive Board ... 115
Shareholders ... 121
Additional Information ... 122
Material Contracts ... 124
Third-Party Information and Expert Statements and Declarations of Interest ... 128
Documents Available ... 129
Use of Proceeds ... 130
Terms and Conditions of the Notes ... 131
Taxation ... 156
Subscription and Sale ... 158
Selling Restrictions ... 159
Glossary ... 162

27 May 2021

RISK FACTORS

Any investment in the Notes is subject to a number of risks and involves a high degree of financial risk. Accordingly, prospective investors should consider and review this document carefully in its entirety and consider all information included in this Prospectus (including any information or material incorporated by reference) including the risks described below, before they decide to invest in the Notes. A number of factors affect the business, financial condition, results of operations and prospects of each of the Tryg Group and the Enlarged Group and the insurance industry in which they operate.

This section describes the risk factors considered to be material in relation to the Tryg Group based on the information known as at the date of this document and each of these risks will continue to be relevant to the Enlarged Group. If any of these risks actually materialise, the Tryg Group's or, following completion of the Acquisition, the Enlarged Group's business, financial condition, results of operations and prospects could be materially adversely affected and the value of the Notes could decline. This could in turn have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes. Further, this section describes certain risks relating to the structure of the Notes and the market generally which could also adversely impact the value of the Notes.

The risks described below are not the only ones faced and should be used as guidance only. Additional risks in relation to the Tryg Group not presently known to the Tryg Group's management or that the Tryg Group's management currently deem immaterial may also, whether individually or cumulatively, have a material adverse effect on the Tryg Group's business, financial condition, results of operations and prospects or those of the Enlarged Group, and could negatively affect the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's business, financial condition, results of operations and prospects resulting in a decline in the value of, and a loss of part or all of an investor's investment in, the Notes.

The most material risks, as assessed by the Tryg Group, are set out in order of the expected magnitude of their negative impact on the Tryg Group and the Enlarged Group and their businesses and the probability of their occurrence in each category.

Risks relating to the Acquisition

1.1. The Tryg Group has very limited rights to terminate the Acquisition or adjust the purchase price for RSA Scandinavia even if there is a decline in value of RSA Scandinavia or regulators impose additional requirements on the Acquisition affecting value.

The Tryg Group has very limited rights to terminate the Acquisition or adjust the purchase price, even in the event of a material adverse change in the value of RSA Scandinavia or if regulators impose additional requirements, limitations or costs on the business of the Enlarged Group as conditions to providing approval for the Acquisition. As a result of the application of the UK Takeover Code, certain conditions to the Acquisition may be invoked only if deemed by the UK Panel on Takeovers and Mergers (the "Panel") to be of material significance in the context of the Transaction and, in any event, Intact, Intact Bidco and Tryg have given certain contractual commitments to use reasonable endeavours to ensure the satisfaction of such conditions for which they are responsible prior to seeking to invoke the relevant condition in order to terminate the Acquisition. Accordingly, in the event that there is an adverse event affecting the value of RSA Scandinavia, an adverse requirement, limitation or cost is imposed by a regulator (including as the same may be proposed by the Intact Group for the approvals under its control) affecting value or the value of RSA Scandinavia declines for any reason, the Acquisition may nonetheless have to complete and the value of either or both of Trygg-Hansa and Codan Norway (which are to be solely legally owned by the Tryg Group after the Demerger) and of the Tryg Group's 50% economic interest in Codan Denmark could be less than the consideration that Tryg has agreed to pay irrespective of any such value decline. The Tryg Group may therefore have to pay as consideration for its interests in RSA Scandinavia an amount in excess

27 May 2021

of market value at the time of completion of the Acquisition and such excess may be material, resulting in an adverse effect on the Tryg Group's cash flows, business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

1.2. The Tryg Group may experience difficulties in connection with the implementation of the Separation, which may adversely affect the Tryg Group's business, financial condition, results of operations and prospects.

As set out in the Separation Agreement and as further described in this Prospectus under the heading "Description of the Transaction", from completion of the Acquisition the Tryg Group and the Intact Group intend to hold their respective indirect interests in RSA Scandinavia through a limited liability company newly incorporated in Denmark jointly owned by Intact and Tryg, ScandiJVCo. ScandiJVCo will hold the entirety of RSA Scandinavia from completion of the Acquisition until the Demerger is completed.

While the Tryg Group has a contractual framework pursuant to the Separation Agreement to implement the Separation, including the contribution of RSA Scandinavia to ScandiJVCo, the Separation Agreement is a framework agreement which contains the principles for the Separation with detailed steps of the Separation remaining to be identified and implemented on the basis of those principles. There can be no assurance that the steps necessary to complete the Separation including for the Tryg Group to have sole legal ownership of Trygg-Hansa and Codan Norway will be implemented without complication or without there being a delay from the expected date of completion of the Separation during the first quarter of 2022.

For instance, whilst Intact and Tryg have sought to structure the Separation in a tax efficient manner, tax costs may have to be borne by the Tryg Group in respect of steps required to implement the Separation that are not envisaged as at the date of this Prospectus, including, for example, if the additional steps envisaged to be taken alongside the Scandinavia Carve-Out or Demerger are unable to or otherwise fail to be implemented in the manner envisaged by the Intact Group or the Tryg Group pursuant to the terms of the Separation Agreement. Further, new matters may be identified following additional due diligence that were not anticipated at the time the Separation Agreement was executed, for example, the need for additional transitional services arrangements. Disagreements between the Tryg Group and the Intact Group regarding implementation of the Separation, including these transitional services agreements, may also lead to complications or delays. There may also be a delay in obtaining or it may not be possible to obtain the regulatory approvals required for the portfolio transfers and the qualifying holding applications required for the implementation of the Demerger, or supervisory authorities may require additional conditions to be fulfilled in order to grant the approvals required for the implementation of the Demerger. Further, there may be a delay in obtaining, or it may not be possible, to obtain the insurance licence for NewCo required for the implementation of the Demerger.

Any complication and/or resulting delay in the implementation of the Separation could lead to a diminishment in the value of RSA Scandinavia, including Trygg-Hansa and Codan Norway, and result in the Separation being more difficult, time-consuming or expensive to implement than envisaged, adversely impacting the Tryg Group's business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

1.3. The Tryg Group will following the Acquisition and until the completion of the Demerger, have limitations on its ability to control Trygg-Hansa and Codan Norway.

While the Separation Agreement provides that the Tryg Group will enjoy the benefits and risks of Trygg-Hansa and Codan Norway (including by having control of their daily and long term operations) from Completion of the Acquisition, the Tryg Group will only become the legal owner of Trygg-Hansa

27 May 2021

and Codan Norway upon completion of the Demerger. Between the Acquisition and completion of the Demerger, the Tryg Group's control is based on contract and will not allow for a full implementation of synergies to begin until completion of the Demerger. The fact that Trygg-Hansa and Codan Norway from a corporate law and financial regulatory perspective will be a part of Codan Forsikring A/S also limits the Tryg Group's control. This includes that bank secrecy and data protection rules may limit the sharing of information between the Tryg Group and Trygg-Hansa and Codan Norway. Further, the method and procedures relating to the implementation of the Tryg Group's control may be amended as a result of discussions with or requirements from the DFSA, the SFSA and/or the NFSA.

The Codan Forsikring A/S board of directors (as controlled by the Intact Group) and management of Codan Forsikring A/S will continue to have the overall responsibility for the governance and prudent operation of the whole of Codan Forsikring A/S, including Trygg-Hansa and Codan Norway, between Completion of the Acquisition and completion of the Demerger. For this reason they must continue to have insight into the operations of Trygg-Hansa and Codan Norway and be able to reject Tryg decisions if against the interest of Codan Forsikring A/S as a whole. However, the Intact Group is otherwise contractually obliged to procure that Tryg will have operational and management control with Trygg-Hansa and Codan Norway and/or that decisions of Tryg in respect thereof are implemented. From a financial regulation perspective, there will need to be certain common framework policies in place for Codan Forsikring A/S, including Trygg-Hansa and Codan Norway, because Codan Forsikring A/S must comply with the regulatory requirements that apply to it. The Tryg Group will therefore have to ensure any amendments to such common framework policies that may be necessary to implement the Tryg Group's plans for Trygg-Hansa and Codan Norway through its contractual right by requesting Intact Group to procure such changes (to the extent it could not reasonably be expected to materially interfere with Codan Denmark). For example, during this interim period, the Intact Group will be responsible for adopting a common investment policy framework for RSA Scandinavia as a whole due to regulatory requirements. The Tryg Group, therefore, will only be able to implement an appropriate general investment strategy for Trygg-Hansa and Codan Norway in line with the Tryg Group's investment strategy plan and in preparation for their integration with the Tryg Group's investment strategy in connection with the Demerger by its contractual right to request such implementation (to the extent it could not reasonably be expected to materially interfere with Codan Denmark). The Intact Group is not currently operating and has never operated a Scandinavian business prior to the Acquisition.

The terms and duration of the period of ownership of Codan Forsikring A/S by ScandiJVCo as described above could result in a diminishment in the value of Codan Forsikring A/S, including Trygg-Hansa and Codan Norway. This may occur through, for example, losses of Codan Forsikring A/S' key staff and employees or poor performance of the business of Codan Forsikring A/S during such period of ownership or for other reasons, all of which may have a material adverse effect on the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

1.4. The Tryg Group has, and will prior to completion of the Acquisition have, conducted limited due diligence investigations on RSA Scandinavia, which may impact the factors considered in attributing value to RSA Scandinavia or result in unforeseen difficulties and costs in integrating Trygg-Hansa and Codan Norway into the Tryg Group.

The scope of the Tryg Group's due diligence investigation of RSA Scandinavia has been and will continue to be limited in scope prior to completion of the Acquisition as the due diligence process for the acquisition of a public company in the UK is customarily more limited than for the acquisition of a private company owing to the greater amount of publicly disclosed information available on public companies and limitations imposed by the UK Takeover Code. Applicable competition law restrictions

27 May 2021

have and will also limit the information that may be shared and as such limit the Tryg Group's ability to directly perform due diligence on Codan Denmark in relation to competitively sensitive areas of Codan Denmark's business. This may subject the Tryg Group to unknown risks, valuation adjustments and liabilities.

Following completion of the Acquisition, new issues may be identified, such as material liabilities or risks within RSA Scandinavia. Moreover, the Tryg Group may encounter integration challenges that it did not foresee when announcing the Acquisition and executing the Separation Agreement due, in each case, to the Tryg Group's limited due diligence investigation of RSA Scandinavia.

The Tryg Group has also incurred, and will incur additional, significant legal, accounting and transaction fees and other costs relating to the Acquisition which are expected to amount to a total of approximately DKK 1.6 billion, some of which are payable whether or not the Acquisition completes. Actual fees and costs may exceed those estimated by the Tryg Group including because there may be further additional and unforeseen expenses incurred in connection with the Acquisition.

1.5. The Enlarged Group's management and resources may be diverted away from core business activities due to personnel being required to assist in the integration process.

The Enlarged Group's management and resources may be diverted away from core business activities due to the integration process, which will continue even after completion of the Demerger expected for the first quarter of 2022. The integration process will divert management time from its other responsibilities which could potentially lead to the interruption of operations of the Enlarged Group or a loss of customers or key personnel. For example, key personnel in RSA Scandinavia may leave following the Acquisition or the Separation or customers of RSA Scandinavia may decide that they would prefer to conduct business with one of the Enlarged Group's competitors. Loss of key personnel could also lead to reputational damage. Any diversion of management time from its other responsibilities as a result of the integration process may have a material adverse effect on the Enlarged Group's business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

1.6. The Enlarged Group may fail to realise all or part of the expected benefits and synergies of the Transaction.

The Enlarged Group may not realise the anticipated benefits and cost synergies of the Transaction which are to a large extent dependent on the successful integration of Trygg-Hansa and Codan Norway into the Enlarged Group. Completion of the Acquisition is expected to occur during the second quarter of 2021 and the Separation is expected to be completed during the first quarter of 2022. While the Tryg Group believes that it has demonstrable experience in integrating businesses and is able to draw on its skilled resource pool as a result of its previous integration of Alka Forsikring A/S ("Alka") in Denmark, Trygg-Hansa and Codan Norway are the largest businesses that the Tryg Group has ever had to integrate, which the Tryg Group expects to give rise to additional complexities due to the size and complexity of Trygg-Hansa and Codan Norway and the complexity surrounding the Separation. These challenges may be exacerbated to the extent that the Separation timetable is delayed.

In addition to any delay in the Separation timetable, integrating Trygg-Hansa and Codan Norway into the Tryg Group may take longer than expected or other difficulties may arise in connection with the integration, which are unknown at this time. In particular, given the complexity of the financial control systems and technological infrastructure employed by insurance companies, which includes complex computer and data processing platforms, integration of Trygg-Hansa's and Codan Norway's information technology systems and processes into the Tryg Group may take longer and may prove more difficult than anticipated. Any delays or difficulties encountered in connection with the integration process could adversely affect the implementation of the Enlarged Group's plans and may result in the Enlarged Group not realising some of the anticipated benefits and cost synergies of the Acquisition

27 May 2021

and the Separation proving to be more difficult, time-consuming or expensive to implement than was expected.

Delays resulting from the above integration challenges may result in the Enlarged Group encountering difficulties in achieving the anticipated revenue synergies of the Transaction, including those that the Tryg Group expects from increasing the volume of business with new and existing customers or from the presentation of new products as part of the Enlarged Group's portfolio. The Tryg Group anticipates a reduction of duplicative costs across corporate and group functions, procurement of savings from existing partnerships and investment management cost savings. There can be no assurance that these anticipated revenue and cost synergies will be achieved following the Acquisition or as to their amount or timing, particularly in light of any complications to the integration of Trygg-Hansa and Codan Norway into the Tryg Group, and any failure to realise the anticipated benefits and synergies may have a material adverse effect on the Enlarged Group's business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

1.7. The Tryg Group may realise a loss on its investment in Codan Denmark.

Notwithstanding the Tryg Group co-owning with the Intact Group Codan Denmark on a 50/50 economic basis, the Intact Group will have responsibility for the management and operation of Codan Denmark with Codan Denmark remaining operationally separate and independent from the Tryg Group business.

The Tryg Group is, therefore, materially dependent on the Intact Group in respect of protecting the value of its investment in Codan Denmark and the financial performance of Codan Denmark following completion of the Acquisition including in respect of Codan Denmark's ability to preserve Codan Denmark's value for potential buyers or for an IPO in the event a disposal process is explored by the Intact Group. Pursuant to the Shareholders' Agreement, it is expected that the consent of both the Intact Group and the Tryg Group will also be required before any dividend is made by Codan Denmark. The Intact Group is not currently operating and has not operated a Scandinavian business prior to the Acquisition.

Following the Transaction, Codan Denmark will have to operate as a standalone business following completion of the Demerger and with any support from the wider RSA Group, Trygg-Hansa and Codan Norway limited to specifically agreed transitional arrangements. Any failure by the Intact Group to support the Codan Denmark business, particularly regarding any disruptions to available infrastructure as a result of the Separation, or wider difficulties in connection with its management of the same could have a material adverse effect on the business, financial condition, results of operations and prospects of Codan Denmark and in turn on the value of the Tryg Group's investment in Codan Denmark.

Moreover, whilst the Tryg Group has confirmed it would be supportive of any disposal process undertaken by the Intact Group, if there is compelling interest from potential buyers, or an IPO proves a viable option, the Tryg Group is not permitted to have material involvement in such disposal process with the Intact Group expected to manage such available strategic alternatives for Codan Denmark. The Tryg Group will also therefore be materially dependent on the Intact Group with respect to the amount of sale proceeds it will receive for its economic interest in Codan Denmark and the timing of any sale. There can be no assurance with respect to the value that the Tryg Group will receive upon a potential future sale or IPO of Codan Denmark or the manner in which the Intact Group will choose to carry out any such disposal process or the timing of the same.

A loss or diminishment of the Tryg Group's investment in Codan Denmark could have a material adverse effect on the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

27 May 2021

Risks relating to the businesses and industries in which the Tryg Group operates and in which the Enlarged Group will operate

2.1. Factors outside the Tryg Group's control, including adverse economic conditions, political developments or climate change, may adversely affect its and the Enlarged Group's business, financial condition, results of operations and prospects.

As general non-life insurers, the Tryg Group's and the Enlarged Group's return on investments and results of operations may be materially affected by changes and volatility in the worldwide financial markets and macroeconomic conditions generally. For example, premium growth in the Scandinavian general insurance market is positively correlated with economic growth, although the private general insurance market, in which both the Tryg Group and RSA Scandinavia operate, historically also has demonstrated more resilience when the larger economy is exhibiting low growth or contraction.

Increased volatility in the financial markets in recent years and prolonged low yields in the global fixed income markets have been influenced by a wide variety of factors, including:

the impact of novel coronavirus disease ("COVID-19") (including any post-COVID-19 global or localised recession) and government measures and lockdowns designed to stop its spread, including but not limited to business closures, restrictions on non-essential business activity, travel restrictions, quarantines and cancellations of gatherings and events (the "COVID Measures");
uncertainty regarding the future economic relationship between the United Kingdom and the European Union;
concerns over the slow rates of growth in the global economy and, in particular, the impact of slowing rates of growth in emerging markets;
high levels of sovereign debt;
inflationary or deflationary threats;
extensive use of macroeconomic and monetary policy tools by governments, central banks and other institutions, and uncertainty about future actions;
the solvency of financial institutions; and
the failure of governments to agree upon, and implement, necessary fiscal, monetary and regulatory reforms.

Ongoing uncertainty over future fiscal and monetary policy could continue to further disrupt global markets, including equity and fixed income markets which may have a material adverse impact on the Enlarged Group's investment portfolios and investment income due to continuing low interest rates and general market volatility. In particular, in times of exceptional market volatility, to the extent it holds illiquid assets, the Enlarged Group may be unable to sell or buy assets at beneficial prices and may therefore realise investment losses or be obliged to issue securities at higher financing costs.

Macroeconomic conditions can impact the Tryg Group's (in particular Tryg Garanti) and the Enlarged Group's underwriting results as well. In a sustained economic phase of low growth and high public debt, characterised by higher unemployment, lower household income, lower corporate earnings, lower business investment and lower consumer spending, the demand for certain insurance products that are less resilient to an economic downturn than other non-life insurance products, could be adversely affected, with customer behaviour and confidence exacerbating the unfavourable impact on demand. Macroeconomic conditions can also impact estimates for claims reserves. See "—The Tryg Group's and, following completion of the Acquisition, the Enlarged Group's underwriting assumptions

27 May 2021

and pricing may accept excessive risks, misprice the risks that they assume and inadequately reflect risk exposure or cover claims, all of which could result in significant underwriting losses".

The Enlarged Group will also be subject to corporate and other tax rules in the jurisdictions where it will conduct its business operations and changes to these rules could result in increased charges, financial loss, penalties and reputational damage, which may have a material adverse effect on the Enlarged Group's financial condition and results of operations. For example, the Danish government has proposed a new tax impacting non-life insurance companies. While the proposal is still in its early stages and is not expected to come into force until 2023, it may result in tax payment increases of approximately 4% per year for the Danish part of the Enlarged Group equivalent to approximately 1-2% per year for the Enlarged Group.

The frequency and severity of claims incurred by the Tryg Group and, following completion of the Acquisition, the Enlarged Group could also be affected by the incidence of adverse and extreme weather events, catastrophes and climate change. Severe weather events such as rainstorms, windstorms, snowstorms, severe winter weather, hailstorms, floods, and fires, all of which may be exacerbated by the increasing effects of climate change, may cause significant damage to insured homes and commercial property, particularly in heavily populated areas where there is a commensurate concentration of risk. In particular, the severity of winters in Norway can result in significant fluctuations in results, particularly with regards to house, motor and property lines. Harsh winters result in higher levels of claims due to auto accidents and broken pipes from snowfalls and cold weather. Global commitments to limit climate change, particularly with regards to changes in technology, policies and regulations and the speed of their implementation could also have an adverse effect on the value and the future performance of the investment portfolio of the Enlarged Group if climate change considerations are not effectively integrated into its investment decisions. Climate change considerations are a particular risk in Norway, given the significant contribution from the fossil fuel sector to the Norwegian economy.

Accordingly, factors outside the Tryg Group's control, including adverse economic conditions, political developments or climate change, may adversely affect its and the Enlarged Group's business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.2. If the Tryg Group and, following completion of the Acquisition, the Enlarged Group, fails to keep pace with changes in the industry, including new challenges presented by traditional and non-traditional competitors, or fails to continue to provide attractive and innovative products and services, use of the Tryg Group's and the Enlarged Group's products and services could decline, reducing its revenues and earnings.

The insurance industry in which the Tryg Group competes and, following completion of the Acquisition, the Enlarged Group will compete is subject to rapid and significant technological change, new product and service introductions, changing customer needs and preferences and the entrance of non-traditional competitors. In order to remain competitive, the Tryg Group and, following completion of the Acquisition, the Enlarged Group will need to anticipate and respond to these changes, which requires continued investment in, and time spent on, innovation and research and development. For example, the Tryg Group's acquisition of Alka boosted its early fraud detection and online sales. In particular, the Tryg Group has implemented new online initiatives such as digital invoicing and online insurance check-ups, a fully automated claims handling process and a mobile application for selling insurance products to millennials.

If the Tryg Group and, following completion of the Acquisition, the Enlarged Group fails to identify and keep pace with these changes or to continue to develop and introduce attractive and innovative products and services, the use of their products and services could decline. For example, advance-

27 May 2021

ments in technology facilitating self-driving cars could potentially reduce the incidence of car accidents altering the motor insurance industry. Any lack of, or delay in offering, new products and services, or failure to differentiate the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's products and services or accurately predict and address market trends and demand, could render their products and services less desirable to their customers or even obsolete, which, in turn, could have a material adverse effect on their business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

Moreover, the projects that the Tryg Group undertakes and, following completion of the Acquisition, the Enlarged Group will undertake in order to enhance its technological solutions and respond to evolving market trends require significant investments, and there can be no assurances that the trends, products or services such enhancements are designed to address will develop as expected or that these undertakings will be successful. If the Tryg Group invests in acquisitions and/or research and development to target new products, services and solutions for markets or trends that do not develop as anticipated or at all, the Tryg Group could have difficulties recovering the costs that it has incurred in relation to any acquisitions or in researching and developing these new products, services and solutions and, to the extent that such investments have been capitalised, incur significant write-offs, all of which may have a material adverse effect on the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.3. The Tryg Group's business depends and, following completion of the Acquisition, the Enlarged Group's business will depend on, strategic partnerships and brokers to distribute their products; the loss of business provided by such strategic partners and brokers could have a material adverse effect on the Enlarged Group's business, financial condition, results of operations and prospects.

The Tryg Group and, following completion of the Acquisition, the Enlarged Group will rely on strategic partnerships, brokers and other insurance intermediaries to distribute many of their products. The Tryg Group's strategic partnerships include relationships with car dealers, consumer electronics retailers, banks and other intermediaries that distribute insurance to their customers.

While the agreements for strategic partnerships vary in form and content, with some being pure referral agreements, strategic partners, insurance intermediaries and independent brokers are not committed to recommend or sell the Tryg Group's products. As such, strategic partners, insurance intermediaries and brokers represent more than one insurance company, including direct competitors, and therefore the Enlarged Group will face competition within such strategic partnerships, insurance intermediaries and brokerages. Consequently, the Enlarged Group's relationships with its strategic partners, insurance intermediaries and brokers will be important and the failure, inability or unwillingness of its partners and/or brokers to market the Enlarged Group's products could have a material adverse effect on its results of operations. The Enlarged Group will operate in a competitive market and relationships with brokers are important; loss of business or the relationship with a strategic partner, insurance intermediary and/or broker could have a material adverse effect on the Enlarged Group's business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.4. Failure of the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's own or outsourced information technology systems, including as a result of cybercrime or information security weaknesses, could lead to a breach of regulations and contractual obligations and have a material adverse effect on their reputation, business, financial condition, results of operations and prospects.

27 May 2021

The Tryg Group's technological infrastructure is critical to the operations of its business and delivery of products and services to clients. Even with the back-up recovery systems and contingency plans that are in place, the Tryg Group cannot ensure and, following completion of the Acquisition, the Enlarged Group will be unable to ensure that interruptions, failures or breaches in capacity, security or data (including use of corrupt data) of these processes and systems will not occur or, if they do occur, that they will be adequately addressed. This includes disruptions of their operating or information systems, arising from events that are wholly or partially beyond their control, including distributed denial of services computer viruses or electrical or telecommunication outages, breakdowns in processes, controls or procedures, and operational errors, including administrative or recordkeeping errors or errors resulting from system failures, faulty computer or telecommunications systems. Inadequate password management may also increase the risk of disruptions and data breaches. See "—The Tryg Group and, following completion of the Acquisition, the Enlarged Group may not be able to protect itself against cyber threats that have the potential to significantly compromise the confidentiality, integrity and availability of their information systems and business data". This also includes the intentional or unintentional release of proprietary information about the Tryg Group and, following completion of the Acquisition, the Enlarged Group, their clients or their employees. Such leaked information may be used against their interests, their clients or their employees, including in litigation and arbitration proceedings.

The Tryg Group has experienced minor data breaches. For a discussion of these please see "—The Tryg Group is and, following completion of the Acquisition, the Enlarged Group will be, subject to the GDPR. Failure to comply with the GDPR could have a material adverse effect on their reputation, business, financial condition, results of operations and prospects".

The Tryg Group relies on its operational processes and communication and information systems to conduct their business, including pricing of its products, its underwriting liabilities, the required level of provisions and the acceptable level of risk exposure and to maintain accurate records, customer services and compliance with its reporting obligations. It also depends on third-party providers of administration and IT services and other back-office functions. For example, the Tryg Group relies on Tata Consultancy Services as their top partner and supplier for IT development and infrastructure. In addition, even though back-up and recovery systems and contingency plans are in place and legacy removal and upgrading (quality improvement) of their systems are in progress to update systems and infrastructure, it is still possible that interruptions, failures with conversions, failures or breaches in security of these processes and systems will occur and, if they do occur, that they may not be adequately addressed. See "Business of the Tryg Group—Information technology" for more detailed information on the Tryg Group's IT strategy.

Any interruption in the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's ability to rely on its internal or outsourced IT services or deterioration in the performance of these services could impair the timing and quality of the Enlarged Group's services to its customers and result in loss of customers, inefficient or detrimental transaction processing and regulatory noncompliance, all of which could also damage the Enlarged Group's brands, reputation and have a material adverse effect on its business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.5. The Tryg Group's and, following completion of the Acquisition, the Enlarged Group's underwriting assumptions and pricing may accept excessive risks, misprice the risks that they assume and inadequately reflect risk exposure or cover claims, all of which could result in significant underwriting losses.

The Tryg Group's and, following completion of the Acquisition, the Enlarged Group's results will depend to a significant extent on whether their claims experience is consistent with the assumptions they use in underwriting, setting the prices for their products and establishing the liabilities for their

27 May 2021

obligations for future claims. To the extent that their actual claims experience is less favourable than the underlying assumptions they use in establishing such liabilities, they could be required to increase the reserves made for their liabilities, which could result in losses.

Due to the nature of the risks the Tryg Group incurs in underwriting general insurance, it cannot determine precisely the amounts that it will ultimately pay to meet such liabilities covered by the insurance policies written. The Tryg Group's claims reserves may prove to be inadequate to cover the actual claims, particularly when payments of claims may not occur until well into the future. The Tryg Group maintains claims reserves to cover its estimated ultimate liability for claims and claims adjustment expenses for reported and incurred but not reported claims as of the end of each accounting period. Claims reserves represent estimates of the ultimate cost, including related expenses, to bring all pending and incurred but not reported claims to final settlement. These estimates are based on actuarial and statistical projections and assumptions. The estimates are also based on other variable factors, including changes in the legal and regulatory environment and general economic conditions. Further, the Tryg Group and, following completion of the Acquisition, the Enlarged Group are dependent on internal mathematical models which are complex and increasingly make use of sophisticated computational tools to set claims reserves and price their products. Should these models not be accurate, or should the implementation of these models be erroneous, then there is a risk that the pricing of products or the reserving for future claims payments may be incorrect for a period of time.

Following completion of the Acquisition, the Enlarged Group's earnings will depend significantly upon the extent to which its actual claims experience is consistent with the projections and the assumptions it uses in setting claims reserves and subsequent premium levels. In addition, any changes in actuarial assumptions may lead to changes in the level of capital that is required to be maintained; in the event that the Enlarged Group's reserving and/or regulatory capital requirements are significantly increased, the amount of cash or other assets available for other business purposes or to meet its financing commitments, may decline.

Changes in these trends or other variable factors, including changes in legislation, could result in claims in excess of the Tryg Group's claims reserves. Significant negative developments may require it to increase its reserves with a corresponding reduction of its net income in the period in which the deficiency is identified. For long-tail claims, which carry a long settlement period and include mainly motor, personal accident, disease, workers' compensation and child insurance, it has been necessary for the Tryg Group, and may over time continue to be necessary for the Enlarged Group, to revise estimated potential claims exposure and, therefore, related claims reserves. Consequently, actual claims and related expenses paid may differ from estimates reflected in the claims reserves in the financial statements, although prices may be adjusted to minimise any differences. To the extent the Enlarged Group's current claims reserves are insufficient to cover actual claims, it would have to increase its claims reserves and incur a corresponding charge to its earnings. This risk is magnified by generally low yields in long-tail claims payments. In addition, if the Enlarged Group's claims reserves would be excessive as a result of an over-estimation of risk, it may set premiums at levels too high for it to be able to compete effectively, which may result in a loss of customers and premium income and could have a material adverse effect on the Enlarged Group's future financial condition, results of operations and cash flows. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.6. The Tryg Group is and, following completion of the Acquisition, the Enlarged Group will be, subject to extensive regulatory requirements. Failure to comply with such requirements, obtain, hold or renew licences, permissions, authorisations or notifications, or changes to the legal and regulatory systems under which the Enlarged Group will operate could have a material adverse effect on its reputation, business, financial condition, results of operations and prospects.

27 May 2021

The Tryg Group is subject to extensive governmental regulation in each of the jurisdictions in which it operates. The regulations may differ between the different parts of the insurance industry and between the various countries in which the Tryg Group operates and, following completion of the Acquisition, the Enlarged Group will operate; such complexity increases the risk of breaking any regulations, which could result in fines or reduced operating concessions being imposed by the relevant regulatory authorities. In addition, the Tryg Group depends upon its ability to obtain and maintain certain licences, permissions, authorisations or notifications to conduct its business. Failure to obtain, hold or renew such licences, permissions, authorisations or notifications could, following completion of the Acquisition, have a material adverse effect on the Enlarged Group's business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

Insurance laws and regulations applicable to the Tryg Group and, following completion of the Acquisition, the Enlarged Group:

require the maintenance of solvency levels and capital adequacy;
set conditions for obtaining and maintaining government approval;
require the licensing of insurers and their management;
regulate the marketing, sale and content of certain policies;
limit insurers' rights to amend, cancel, refuse or renew policies or to withdraw from markets;
give customers the right to cancel their policies under certain conditions, e.g. the right to cancel the policy within 14 days for non-life insurances and 30 days for life-insurances of entering into it;
may entail involuntary assignments of high risk policies, participation in reinsurance facilities and underwriting associations, assessments, and other governmental charges;
restrict the amount and type of investment assets held; and
require harmonisation of regulation of the insurance market across the European market.

Changes in or failure to comply with any applicable laws and regulations or government approvals or conditions or lack of approvals could lead to disciplinary action, the imposition of fines and/or the revocation or lack of renewal of the licence, permission, authorisation or notification to conduct their business in the jurisdictions in which the Tryg Group operates, or to a civil liability. This could have a material adverse effect on the Enlarged Group's ability to continue business in the relevant jurisdiction following completion of the Acquisition.

Applicable insurance laws, regulations, government approvals and policies, and/or the interpretation or enforcement thereof, may change at any time, which may adversely affect the Enlarged Group's business, financial condition, results of operations and prospects. For example, legislative changes may affect the level of insurance compensation for past accident periods impacting the Tryg Group's reserving risk. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.7. The Tryg Group and, following completion of the Acquisition, the Enlarged Group may not be able to protect itself against cyber threats that have the potential to significantly compromise the confidentiality, integrity and availability of their information systems and business data.

As retail insurance providers in possession of sensitive customer information and data, including usernames, administrative codes, personal details and, to a certain extent, sensitive personal information, and with a growing number of new policies originating online, the Tryg Group's information

27 May 2021

technology infrastructure and systems underpin its business. As such, the Tryg Group and, following completion of the Acquisition, the Enlarged Group are exposed to cyber security threats.

Cyber-attacks may compromise the confidentiality, integrity and availability of information systems and business data of the Tryg Group. Cyber risks generally fall into six broad categories: (i) systems may be hacked and data locked, and the hackers then demand a ransom to release the data; (ii) hackers attack with the intention to harm or even destroy a company's IT infrastructure with no obvious monetary benefit; (iii) hackers attack with the intent to obtain sensitive data, such as confidential industrial information, bank details or personal data, in order to gain monetary benefits by selling or misappropriating such data; (iv) hackers may attack with the intention of modifying data to make them unreliable in order to provoke erroneous business decisions or unintended consequences such as the payout of funds to incorrect bank accounts; (v) hackers may attack with the intention of stealing available computing power; or (vi) there may be state attacks as acts of hostility or war with the intention of disrupting critical societal functions. Further, because of growing interconnectedness and dependence on critical infrastructure such as electrical power, internet, telecoms and cloud services, any attack thereon could result in widespread deliberate disruptions.

The scope of cyber-attacks has in recent years developed such that cyber-attacks now occur on a frequent basis. While the vast majority of these attacks do not reach a level of sophistication that could pose a threat to the Tryg Group, the Tryg Group may not be able to stop cyber-attacks despite efforts to continually monitor and assess its security organisation in terms of resources and service offerings. Cyber risk exposure may also increase as a result of complications stemming from the migration of data from the RSA Group onto the Tryg Group IT infrastructure. Due to its business as a retail insurance provider and the personal information about the Tryg Group's large number of customers the Tryg Group stores, any breach of the Tryg Group's IT security infrastructure could potentially affect a significant number of the Tryg Group's customers personally.

The Tryg Group occasionally experiences distributed denial-of-service ("DDoS") attacks, which are cyber-attacks where the perpetrator seeks to make a machine or network resource unavailable to its intended users by disrupting services of a host connected to the Internet. DDoS attacks may be undertaken with the intention to harm or even destroy IT infrastructure and in more severe cases, with the intention of disrupting critical societal functions. The denial-of-service is typically accomplished by flooding the targeted machine or resource with a large number requests in an attempt to overload systems and prevent some or all legitimate requests from being fulfilled. Despite the Tryg Group's forward planning and disaster recovery procedures which has been successful to date, the occurrence of any DDoS attacks could lead to interruptions, delays or shutdowns, potentially causing harm to its business by making critical data, including personal data, temporarily inaccessible.

In addition, the Tryg Group may not be able to adapt to new cyber threats. An increase in social hacking (for example, unauthorised third parties attempting to gain credentials, access or information through direct personal interaction with the Tryg Group's employees or as a result of weak password security) also creates a risk for the Tryg Group. Human error by the Tryg Group's personnel poses a constant risk and the Tryg Group's efforts in awareness training and process improvements are unlikely to remove all risk of potentially negative consequences of human error.

There can be no assurance that IT security incidents or breaches will not occur in the future, or that future security incidents, breaches and other issues will not have a material impact on the Tryg Group's business or that its procedures will be sufficient to address such future IT security incidents, breaches and other issues. Further, cyber risk is exacerbated by the age and complexity of the Enlarged Group's technology and network architecture, which can only be gradually upgraded for reasons such as complexity, cost and planning pre-requisites. The occurrence of any cyber threats, such as the theft or unauthorised use or publication of their confidential information or other proprietary business information as a result of an IT security incident, could expose them to liability, adversely

27 May 2021

affect their competitive position and reputation, and reduce marketplace acceptance of their insurance products, whether or not the incident is ultimately determined to be their fault. Consequently, if the Tryg Group's IT systems are compromised, this could have a material adverse effect on its and, following completion of the Acquisition, the Enlarged Group's business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.8. If the Tryg Group is unable to successfully implement its strategy, or if the strategy does not yield the anticipated benefits, this may have a material adverse effect on the Enlarged Group's business, financial condition, results of operations and prospects.

Since 2018, the Tryg Group has undertaken a variety of strategic initiatives aimed at increasing the cost and operational efficiency of its general insurance operations. These include:

Product & service innovation: developing and selling innovative products in order to stay relevant to customers.
Claims excellence: improving technical results and bringing down claims costs through a number of different measures, including by leveraging procurement power to negotiate better supplier contracts, improving the claims process and reducing the occurrence of fraud by improving fraud detection capabilities.
Digital empowerment of customers: digital empowerment of customers through digital communication and cost savings through investments in digitalisation.
Distribution efficiency: optimising the Tryg Group's channel mix, including through increased use of agents and focus on strategic partnerships, to make distribution more cost-efficient.

Implementation of the Tryg Group's strategic initiatives and broader strategy going forward which includes realising synergies from the Acquisition, depends on a number of factors, including management and the Tryg Group's employees successfully taking the necessary steps to implement the strategy (including the Tryg Group's IT strategy). There can be no assurance that management will be able to implement such arrangements or that it can do so to the extent necessary or within the required time frame. Completion of the Tryg Group's strategy is furthermore subject to a number of external factors, including market conditions and the Tryg Group's ability to attract new and retain existing customers. Failure by management to complete the strategy to the necessary extent may have a material adverse impact on the Tryg Group's, and following completion of the Acquisition, the Enlarged Group's business, financial condition, results of operations and prospects and result in increased requirements to the Enlarged Group's capital base, including its solvency. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.9. The Tryg Group is and, following completion of the Acquisition, the Enlarged Group will be, subject to the GDPR. Failure to comply with the GDPR could have a material adverse effect on its reputation, business, financial condition, results of operations and prospects.

The Tryg Group depends upon its ability to comply with the relevant rules and regulations in the jurisdictions where it operates. This includes, inter alia, general regulation such as Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "GDPR"), which may impose additional obligations, costs and risk upon the businesses of the Tryg Group and, following completion of the Acquisition, the Enlarged Group, owing to the large number of private individuals included in their respective customer bases. The GDPR substantially increases penalties, which may amount to a maximum of $4\%$ of annual global revenue, in the event of any non-compliance with the data protection regulations. For example, from July 2019 to August 2020, customer data including usernames and admin access codes held by the Tryg Group was exposed to Scalepoint IT developers – third-party developers employed by the Tryg Group – in Poland and the Ukraine. Under the GDPR, companies

27 May 2021

are required to notify local data protection authorities, such as the DDPA, in the event of a data breach which may require the Tryg Group to communicate the data breach to the exposed customers and may lead to civil liability, fines and/or reputational damage. The Tryg Group has procedures in place to prevent data breaches but these have not been, and may not in the future be, wholly effective. In November 2019, the DDPA found that a majority of data breaches reported by the Tryg Group from May 2018 to November 2019, mainly related to unintentional disclosure of personal data caused by documents being sent to the wrong recipient via the communication solution "My Pages", e-mail or physical mail. Following an inquiry initiated by the DDPA, the Tryg Group was found to be in compliance with GDPR requirements in relation to the reported data breaches and the case was closed in April 2020. The Tryg Group is also currently the subject of an inquiry from the DDPA regarding automated decision-making. The inquiry commenced in 2019 and the Tryg Group is currently awaiting a response having provided its material comments to the DDPA in November 2020. The Tryg Group does not expect substantial sanctions to result from this inquiry.

The Tryg Group is in the ordinary course of business reporting data breaches to the DDPA, none of which, however, have resulted in fines or other sanctions from the DDPA. See "Business of the Tryg Group—Information technology—Data protection" for further information.

Failure by the Tryg Group and, following completion of the Acquisition, the Enlarged Group to comply with the GDPR could have a material adverse effect on their reputation, business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.10. The Tryg Group and, following completion of the Acquisition, the Enlarged Group may be exposed to failures in underwriting, operating controls or risk management systems that could increase claims incidence and force premiums to be raised or cause claims reserves to be insufficient or have other material adverse effects on their business.

The Tryg Group has operating controls in place that the Tryg Group believes are sufficient. However, any mismanagement, fraud or failure to satisfy fiduciary responsibilities, to comply with underwriting guidelines and authorisation limits, to comply with applicable anti-money laundering and other similar rules and requirements in all of the geographies in which it operates, the negative publicity resulting from these activities or the accusation by a third party of such activities, could have a material adverse effect on the Tryg Group's business, and following completion of the Acquisition, the Enlarged Group's business, financial condition, results of operations and prospects. If the Enlarged Group's underwriting guidelines or internal controls are ineffective or if its employees do not properly follow those guidelines, the Enlarged Group may not have proper reserves for claims attributable to the relevant product line, it may not be able to adjust its prices accordingly and/or its risk appetite may be incorrectly set. For example, the Tryg Group has seen a number of errors in claims handling in recent years, most of which stem from human error and include payment of excess insurance amounts to customers. The Enlarged Group may be at risk both from customers who misrepresent or fail to provide full disclosure in relation to the risk against which they are seeking cover before such cover is purchased and from employees who undertake, or fail to follow procedures designed to prevent, fraudulent activities. See also "—The Tryg Group's and, following completion of the Acquisition, the Enlarged Group's underwriting assumptions and pricing may accept excessive risks, misprice the risks that they assume and inadequately reflect risk exposure or cover claims, all of which could result in significant underwriting losses".

If the Enlarged Group does not train its claims employees effectively or fails to implement properly its counter-fraud strategy, the Enlarged Group's ability to combat fraud could be adversely affected. A failure to combat the risks of fraud effectively could adversely affect the Enlarged Group's profits, as claims incidence and average payouts could increase. Further, such costs may have to be passed on to the Enlarged Group's policyholders, which could result in a decrease in policy sales owing to

27 May 2021

the need for higher premium levels. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.11. COVID-19 has materially impacted and is expected to continue to materially impact, and other future epidemics or pandemics may impact, the Tryg Group, the global economy and/or financial markets which in turn may affect, following completion of the Acquisition, the Enlarged Group's business, financial condition, results of operations and prospects.

On 11 March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. Governments across the world have imposed a number of COVID Measures, which continue to have an impact on the global economy. While the Tryg Group's business has continued to operate and remains profitable, its operations have also been adversely impacted by the COVID-19 pandemic and the COVID Measures. The Tryg Group has also seen a slightly higher number of customer complaints across the non-life insurance industry since the outbreak of the COVID-19 pandemic. Specifically, the Tryg Group has been impacted by high levels of claims in its travel insurance business relating to travel cancellations in the first quarter of 2020 with lower claims frequencies recorded in the remaining quarters of 2020. The Tryg Group may also be subject to business interruption claims resulting from the COVID Measures despite its policies not covering pandemic-related business interruptions. There has also been a significant decrease in customer demand for its travel insurance products due to restrictions on travel. At the same time, these lower levels of economic activity have led to improved performance of other lines of business such as motor insurance, accident insurance and contents insurance due to lower claims frequencies. Revenue for the Tryg Group's motor (including comprehensive and third-party liability), accidents & health, and fire & contents (relating to the Tryg Group's Private and Commercial business segments) insurance lines of business for the year ended 31 December 2020 was DKK 7,053 million (as compared to DKK 6,699 million for the year ended 31 December 2019), DKK 2,736 million (as compared to DKK 2,591 million, for the year ended 31 December 2019) and DKK 8,604 million (as compared to DKK 8,202 million, for the year ended 31 December 2019), respectively.

The COVID-19 pandemic and related impacts have caused a deep recession in the EU and elsewhere. The decline in gross domestic product ("GDP") in the EU has led to and is likely to lead further to lower consumer spending and increased financial market volatility. In addition, this may lead to reduced returns on and loss of value of pensions and other investments, which may reduce consumer confidence and levels of disposable income. During certain periods, COVID-19 has also resulted in reduced access to credit markets. Any such reduction in consumer spending, consumer confidence or levels of disposable income such as an increased proportion of the Enlarged Group's customers choosing lower-margin "no-frills" insurance cover may lead to decreased demand for certain limited products and services of the Tryg Group and, following completion of the Acquisition, the Enlarged Group that are less resilient to an economic downturn than other non-life insurance products. The impact of COVID-19 on working practices, such as remote working rather than physical meetings, might also have an adverse effect on the integration of Trygg-Hansa and Codan Norway into the Tryg Group.

The long-term impacts of the COVID-19 pandemic remain unclear. For example, additional resurgences of COVID-19 cases and new variants throughout the fourth quarter of 2020 and the first quarter of 2021 have led to further national or local lockdowns or other restrictive measures being reinstated throughout Europe and significant social distancing and other protective measures may remain in place in 2021 and beyond, which would result in even more severe macroeconomic impacts, with GDP and consumer spending suffering further reductions. In particular, newly emerging strains of COVID-19 with materially higher transmission rates have led to further national lockdowns and restrictive measures globally. For example, the Swedish government, which had mostly relied on

27 May 2021

voluntary compliance with COVID-19 restrictions throughout 2020, authorised an emergency lockdown law in January 2021. Even if COVID-19 vaccines are widely deployed, they may not be effective, particularly against the emerging strains, and a return to normality may take time or never occur. As a result, the Enlarged Group could experience persistently increased competition and lower margins on new insurance policies. Future developments around COVID-19 and any other future epidemics or pandemics may impact the global economy and/or financial markets which in turn may have a material adverse effect on the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.12. Litigation and regulatory investigations and sanctions may have a material adverse effect on the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's business, financial condition, results of operations and prospects.

The Tryg Group is involved in, and may become involved in, legal proceedings (including class actions) that may be costly if they are not determined in its favour and that may divert its management's attention away from the running of its business. In the ordinary course of its insurance activities, the Tryg Group is routinely involved in legal, mediation and arbitration proceedings with respect to liabilities which are the subject of policy claims.

On 28 January 2019, Alka (which is now part of the Tryg Group) received an indictment from the Danish prosecution service with a claim for payment of DKK 16,900,000 for alleged violations of Danish Act no. 426 of 3 May 2017 on marketing (the "Danish Marketing Act"). The indictment related to an allegedly misleading marketing campaign shown on Danish television and on YouTube in the period from February 2016 to November 2017. The trial was scheduled to take place on 20 April 2020 at the City Court of Glostrup but was postponed. The trial took place in February 2021 and resulted in the imposition on the Issuer of a fine of DKK 16.9 million. The City Court's decision has been appealed by the Issuer and is not expected to be heard by the High Court until the second half of 2021. Although any potential fine ultimately imposed on the Issuer is expected to be insignificant in the context of the Tryg Group's business, even in a worst-case scenario, there is a risk of reputational damage for the Tryg Group in relation to this matter if the Issuer is not successful in having the City Court's decision overturned on appeal.

In a letter dated 27 October 2020, the Danish Consumer Ombudsman (the "DCO") informed the Tryg Group that it had assessed that the Tryg Group's insurance price increases (which were not notified to customers) from March 2016 through February 2020 and which were in excess of usual indexation, lacked a legal basis. According to the DCO, customers affected by these price increases and whose claims are not time-barred or lost due to passivity have a repayment claim against the Tryg Group. See also "Business of the Tryg Group—Legal proceedings—Danish Consumer Ombudsman". In addition to the possible repayment to affected customers, there is also a risk of reputational damage for the Tryg Group, which, in particular given its business model, may be susceptible to lower customer retention rates as a result of general scepticism towards auto-renewals.

If the Tryg Group and, following completion of the Acquisition, the Enlarged Group are involved in any other protracted legal, mediation or arbitration proceedings and/or are found to be liable in respect of any claim or litigation or subject to any costly settlement, there could be a material adverse effect on their business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.13. The Tryg Group and, following completion of the Acquisition, the Enlarged Group may experience unexpected delays or costs in connection with existing or future IT projects.

The Tryg Group and, following completion of the Acquisition, the Enlarged Group may experience unexpected delays or costs as a result of their undertaking large-scale information technology projects. For example, the Tryg Group is currently in the process of moving its data servers to a new

27 May 2021

location in Finland as well as upgrading its claims handling systems, both of which have required the implementation of planned, short-term outages of access to the Tryg Group's resources such as emails. The new claims handling system, Guidewire, is one of the Tryg Group's largest IT investments to date and the first phase of implementation is ongoing, with an increasing number of product lines being added onto the new system. Guidewire was first used to help process travel insurance claims in the first quarter of 2020. As more product lines are added onto Guidewire, complications may arise and any complications in its continued implementation could pose an increasing risk to the Tryg Group and, following completion of the Acquisition, the Enlarged Group. While these upgrades are planned and routine, they or any future IT projects may be delayed due to complications in their implementation resulting in delayed use of the systems and/or unexpected costs for the Tryg Group and, following completion of the Acquisition, the Enlarged Group, which may have a material adverse effect on their business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.14. Any decrease in the availability and amount of reinsurance, increases in the cost of reinsurance and/or the inability or refusal of reinsurers to meet their financial obligations could materially adversely affect the results of operations and financial position of the Tryg Group and, following completion of the Acquisition, the Enlarged Group.

An important element of the Tryg Group's risk management strategy is to purchase reinsurance, thereby transferring parts of the risk it underwrites to reinsurers. Under a reinsurance contract, the assuming reinsurer becomes liable to the Tryg Group to the extent of the risk ceded although the Tryg Group remains liable to the insured as the insurers. In the year ended 31 December 2020 and the year ended 31 December 2019, 6.6% and 5.6%, respectively, of the Tryg Group's gross premiums written were ceded to reinsurers. 2.2% and 2.9% of these premiums were related to the Tryg Group's fronting and captive business as of 31 December 2020 and 31 December 2019, respectively. See "Business of the Tryg Group—Operations—Corporate" for a more detailed description of fronting and captives.

Although reinsurance does not discharge the Tryg Group and, following completion of the Acquisition, will not discharge the Enlarged Group from its primary obligation to pay under an insurance policy for losses incurred, reinsurance will make the reinsurer liable for the reinsured portion of the risks. Consequently, the Enlarged Group will be subject to credit risk with respect to its current and future reinsurers. The insolvency of any reinsurers, their inability or refusal to pay claims under the terms of any of their agreements with the Enlarged Group or any uncertainty or dispute regarding the interpretation thereof could have a material adverse effect on the Enlarged Group's financial condition and/or results of operations. As of 31 December 2020, the reinsured portion of the Tryg Group's claims reserves amounted to DKK 23.9 billion. The Tryg Group's four largest reinsurers accounted for 44% of the reinsured portion of its claims reserves as at 31 December 2020, of which the largest accounted for 14% and the second largest for 10%. Although the Tryg Group's reinsurance arrangements are generally with highly rated insurers, there is a possibility that one or more of the reinsurers are not or will not be able to fulfil their obligations to the Enlarged Group in respect of the relevant reinsurance contracts. See also "Business of the Tryg Group—Legal proceedings".

There is also a risk that the Enlarged Group may be unable to renew reinsurance agreements at rates equivalent to those of its existing cover and there is the possibility that cover may not be available at all. Reinsurance may also be diminished or removed altogether as a result of the Acquisition, with reinsurers opting to cancel their reinsurance contracts with the Tryg Group, including under shared group reinsurance. In response, however, the Enlarged Group may reduce its direct underwriting for the cover in question thereby reducing exposure risk.

The Enlarged Group may also be exposed to reinsurer insolvency and/or un-reinsured losses during any interim period between the termination of any existing reinsurance arrangements and the inception of the replacement cover. For example, reinsurance against communicable diseases, including

27 May 2021

pandemics, has limited availability and in the event of future pandemics, such reinsurance may cease to be available altogether. The Enlarged Group therefore faces the risk that some aspects of its reinsurance cover may be more expensive or even unavailable in the market at all or for certain periods, which may have a corresponding adverse effect on the Enlarged Group and on the Issuer's ability to satisfy and fulfil its obligations under the Notes although it may accordingly reduce its direct underwriting for the cover in question thereby reducing risk exposure.

2.15. Foreign exchange rate fluctuations may materially adversely impact the value of the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's investments, adversely impact their financial position and results of operations, and result in volatility in their results.

The Tryg Group prepares its consolidated financial statements in Danish kroner. Fluctuations in currency exchange rates impact the value of the Tryg Group's investments and the return on its investments in Danish kroner. The Tryg Group has a significant portion of its investments outside of Scandinavian countries, amounting to 97.5% of its portfolio as of 31 December 2020 (2019: 93.2%).

The impact of these fluctuations in currency exchange rates is mitigated by the fact that the Tryg Group's non-Danish kroner revenues and related expenses of its branches outside Denmark, as well as their respective assets and liabilities, are generally denominated in the same currencies; in addition, a significant portion of the Tryg Group's investment portfolio is denominated in Euro, to which the Danish kroner is pegged. The Tryg Group hedges the majority of the equity investments in its free portfolio but the hedging is not completely effective. As a result, although the Tryg Group's non-Danish branches generally record their revenues and expenses in the same currency, changes in the exchange rates used to translate foreign currencies into Danish kroner may adversely affect the Tryg Group's, and following completion of the Acquisition, the Enlarged Group's financial results. The Tryg Group may also be subject to additional currency exchange rate impacts should the Danish kroner cease to be pegged to the Euro.

Furthermore, because hedging is not completely effective, changes in exchange rates may materially affect the financial condition and results of the Tryg Group, both through changes in the value of investment portfolios as well as changes in the value of revenue from branches. To the extent that the Tryg Group's hedges prove ineffective, the impact of fluctuation in foreign currency exchange rates could adversely affect its business, financial condition, results of operations and prospects.

All of these foreign exchange rate risks are expected to increase upon the consummation of the Separation and the Demerger, as well as pre-Demerger with respect to the arrangements under the Separation Agreement governing Trygg-Hansa and Codan Norway, as the Acquisition will materially increase the Tryg Group's business in Norway and in particular in Sweden. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.16. The Tryg Group is and, following completion of the Acquisition, the Enlarged Group will be, subject to competition regulations in certain jurisdictions in which it will have a leading market share.

In addition to consumer protection measures imposed on the Tryg Group by financial services regulators, it is also subject to competition and consumer protection laws enforced in Denmark by the Danish Competition and Consumer Authority, in Sweden by the Swedish Competition Authority, in Norway by the Norwegian Competition Authority and within the EU by the European Commission, such as rules prohibiting price fixing, collusion and other anti-competitive behaviour in the jurisdictions where they operate. For example, operational management and disposal of Codan Denmark post-Acquisition has been structured per the Separation Agreement to comply with applicable competition laws and regulations within the EU and in Denmark. Similarly, the Tryg Group's acquisition of Alka was approved by the Danish Competition Council subject to certain remedies proposed by Tryg

27 May 2021

Group to address the competition concerns identified by the Danish Competition and Consumer Authority. These remedies apply for a five-year period commencing forty-five days after the date of the Danish Competition Council approval of the Alka acquisition and include, among others, the termination of exclusivity clauses in a number of Alka and Tryg specifically defined partnership agreements and the Tryg Group's undertaking not to charge termination fees on private non-life insurance policies.

The Tryg Group is the third largest and, after completion of the Acquisition, is expected to be the largest, general insurer in Scandinavia, based on latest available statistics from Forsikring og Pension, Finans Norge and Svensk Försäkring. In Denmark, the Tryg Group is the leading general insurer with a market share of 22.9% based on gross premium income in 2019. In Norway, the Tryg Group is the fourth largest general insurer with a market share of 13.2% based on gross premiums written in 2020. In Sweden, the Tryg Group is the fifth largest general insurer with a market share of 3.4% based on gross premium income in 2020. Competition law and regulations and the effect that these might have on the Tryg Group and RSA Scandinavia, particularly in jurisdictions where the Tryg Group and RSA Scandinavia have a leading position is difficult to predict with any certainty and could have a material adverse effect on the Tryg Group and, following completion of the Acquisition, the Enlarged Group's ability to obtain growth through further acquisitions in those markets, its business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.17. The Tryg Group's prospects depend and, following completion of the Acquisition, the Enlarged Group's prospects will depend on a continued increase in demand for the products and services they offer and their ability to focus on new customer segments and roll-out adjacent product categories, as well as on continued economic development in Scandinavia.

The Scandinavian insurance market is mature and thus growth is incremental. If the market lacks growth or if there is a general decline in conventional insurance products and demand for the Tryg Group's products does not increase, it will not be able to develop its customer base or be able to focus on new customer segments and adjacent product categories as expected, which may have a material adverse effect on its business, financial condition, results of operations and prospects.

Because the Tryg Group operates and, following completion of the Acquisition, the Enlarged Group will operate in the Scandinavian market, the success of certain limited products that are less resilient to an economic downturn than other non-life insurance products will be more closely tied to the general economic development in Scandinavia. The Scandinavian economies saw a decline in growth in 2020, which is expected to continue into 2021. In particular, Denmark is projected to see a decline in its GDP growth and a slight increase in its unemployment rates in 2021 as a result of economic slowdowns across Europe in 2020. Norway has experienced slower economic growth as the boom in oil industry investments of recent years has been gradually fading, a trend that may accelerate as a result of the transition to a low carbon economy, and Sweden has seen its GDP decline in 2019 and 2020 while unemployment has increased as a result of declining housing investments, with a recession forecasted for 2021. The Scandinavian general insurance market has exhibited and is expected to continue to have limited growth potential. In Denmark, this trend is primarily driven by decreasing premiums for employee and private insurance products; in Sweden and Norway, claims growth has outpaced premium growth. COVID-19 has also had a significant impact on the Scandinavian economy. The Scandinavian commercial general insurance market outlook in particular remains uncertain as business bankruptcies in Scandinavia (excluding Sweden) were comparatively low in the first half of 2020, but Scandinavian commercial insurers face a bottleneck risk as government-issued aid packages are phased out. See "—COVID-19 has materially impacted and is expected to continue to materially impact the Tryg Group, and other future epidemics or pandemics

27 May 2021

may impact, the global economy and/or financial markets which in turn may affect, following completion of the Acquisition, the Enlarged Group's business, financial condition, results of operations and prospects".

Although the Tryg Group has not experienced such impacts in the past, negative developments in, or the general weakness of, the Scandinavian economies may have a negative impact on the spending patterns of existing or potential customers and the willingness of such customers to make investments or sign up for their services and products. A weakening economy may also lead to a higher number of missed premium payments and the cancellation of policies. Therefore, weak economies or negative economic developments in Scandinavia could have a material adverse effect on the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.18. The Tryg Group faces and, following completion of the Acquisition, the Enlarged Group will face significant competition from large multi-national insurance companies acting through local brokers and companies offering the same or similar products and services.

The Scandinavian general insurance market is competitive, including in the Scandinavian corporate insurance market where the Tryg Group faces competition from large multi-national insurance companies. Such companies are promoted by local brokers who may be able to sell insurance products to the largest Scandinavian corporate customers and affinity group members. The targeting of the Scandinavian market by these large multi-national insurance companies with significant financial resources could adversely affect the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's ability to obtain new, or retain existing, corporate customers, or its ability to adjust prices, particularly in relation to its largest corporate customers. Although the Tryg Group has increased its exposure to the private and commercial segments and reduced its exposure to the corporate segment as a result of increased competition in the Scandinavian corporate market and other adverse developments in this segment, it remains exposed to the corporate segment. Increased competition in the private and commercial general insurance markets could also have a material adverse effect on the Tryg Group's business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

The Tryg Group operates in markets in which the most important competitive factors for general insurance products include brand recognition of the issuing company, the utilisation of various distribution channels, the quality of services to customers before and after a contract is entered into (including claims handling), product flexibility and product innovation. If the Tryg Group and, following completion of the Acquisition, the Enlarged Group is unable or is perceived to be unable to compete effectively in one or more of these areas in the face of new competitors and methods, its competitive position may be adversely affected in the long term which could have a material adverse effect on its business, financial condition, results of operations and prospects. In particular, competitive pressures may compel the Enlarged Group to reduce prices, which may adversely affect its operating margins and underwriting results or its market share. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.19. Market risk may materially adversely affect the value of the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's investments in its equity portfolios, adversely impact their financial position and results of operations, and result in volatility in their results.

The Tryg Group invests and, following completion of the Acquisition, the Enlarged Group will invest a portion of its assets in equities, which are generally subject to greater risk and more volatility than

27 May 2021

fixed income securities. The Tryg Group's investment assets are marked to market on a daily basis and its investment portfolio is therefore affected by fluctuations in both equity and bond prices. General economic conditions, stock market conditions and many other factors beyond the Tryg Group's control may adversely affect the market value of equity securities and investment return on the equities portfolio, with the impacts of COVID-19 having had a particularly pronounced effect on the performance of the equities portfolios in 2020. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

As of 31 December 2020, the Tryg Group's equity investment assets amounted to DKK 2.6 billion, or 5.6% of its portfolio. In the event of future market declines, the Enlarged Group can provide no assurance as to the amount or timing of future unrealised losses or impairments of its equity investments, which may, in each case, materially adversely impact its results of operations and shareholders' equity. Volatility in the prices of equity securities will also lead to significant changes in both the valuation of the portfolio as well as investment returns on the portfolio from period to period, which in turn may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

The Tryg Group will also be subject to risks stemming from the integration of Trygg-Hansa's and Codan Norway's investment portfolios. See "—The Enlarged Group may fail to realise all or part of the expected benefits and synergies of the Transaction".

2.20. The Tryg Group's investment management business is complex and a failure to properly perform asset management services could have a material adverse effect on its business, financial condition, results of operations and prospects.

The Tryg Group conducts its investment management activities through its subsidiary, Tryg Invest A/S whose investment management and related activities include, among other things, portfolio management, investment advice, fund administration and fiduciary services. In order to be competitive, the Tryg Group must properly perform its administrative, asset management and related responsibilities, including recordkeeping, accounting, valuation, corporate actions, compliance with investment guidelines and restrictions, daily net asset value computations, account reconciliations, use of derivatives for hedging and required distributions. The performance of these responsibilities is subject to increased risk in times of macroeconomic uncertainty as a result of increased volatility in the capital markets.

Failure by the Tryg Group to properly perform and monitor its investment management operations could lead to, among others, poor investment decisions and poor asset allocation, the wrong investments being bought or sold or the incorrect monitoring of exposures. If the Tryg Group and, following completion of the Acquisition, the Enlarged Group, is able to grow its asset management business at the rate it currently intends as a result of the addition of Trygg-Hansa's and Codan Norway's investment portfolios, its exposure to these risks, and therefore also the risk of reputational damage and third-party claims, may increase. Any such failure could have a material adverse effect on the Enlarged Group's business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.21. If the Enlarged Group is unable to retain skilled employees and members of its senior management or attract and retain qualified skilled employees and members of senior management in the future, it may not be able to execute its business strategy.

The Enlarged Group will depend on the continued contributions of its senior management. The loss of one or more of the Enlarged Group's senior management could adversely affect its business. Competition for senior management in the insurance industry is intense. Qualified individuals are in high demand, and the Enlarged Group may incur significant costs to retain them. Further, the Enlarged Group may be unable to retain members of RSA Scandinavia's management or skilled personnel following completion of the Acquisition.

27 May 2021

The Enlarged Group's continued success will also depend on its ability to attract, motivate and retain highly competent managers and specialists, particularly with financial, IT, data analytics, underwriting and actuarial skills. Competition for personnel with the requisite financial, IT, data analytics, underwriting and actuarial skills and proven ability is intense among insurance companies in Scandinavia. The Enlarged Group will also compete with other insurers and with financial services groups for skilled personnel, primarily on the basis of its reputation, financial position, remuneration policies and support services. Any inability of the Enlarged Group to attract and retain highly skilled personnel and to motivate and train its staff effectively could adversely affect its competitive position. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.22. Changes in interest rates may materially adversely affect the value of the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's fixed income investment portfolio and investment returns on the fixed income investment portfolio, and accordingly adversely impact their financial position and results of operations, and result in volatility in their results.

Investment returns are an important part of the Tryg Group's overall profitability and fluctuations in long- or short-term interest rates may materially adversely affect its and, following completion of the Acquisition, the Enlarged Group's business, financial condition, results of operations and prospects, and particularly the value of and investment income with respect to the fixed income portfolios. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes. The Tryg Group's investment assets are marked to market on a daily basis and are therefore affected by interest rate fluctuations. In addition, investment income will be impacted; in particular, decreasing during sustained periods of lower interest rates, as higher-yielding fixed income securities are called, mature or sold and the proceeds are reinvested at lower rates.

The Tryg Group's investment portfolios are heavily weighted toward fixed-income investments denominated in mostly Nordic currencies but also Euro. Accordingly, interest rate movements in international markets will significantly affect the value of these investment portfolios. As of 31 December 2020, the Tryg Group's fixed-income investment assets amounted to DKK 35 billion (2019: DKK 35 billion), or 86% of its investment portfolio (2019: 89%). Unrealised gains and losses run through the Tryg Group's income statement and either increase or decrease (as the case may be) the investment assets on its balance sheet subject to the Tryg Group's risk management policies.

Under the International Financial Reporting Standards as adopted by EU ("IFRS"), the Tryg Group is generally required to discount all of its claims reserves using market-based interest rates. Depending on the nature of the claims covered by the claims reserves (whether such claims are settled quickly or over a long period of time), interest rate fluctuations will have a lesser or greater impact on the value of the Tryg Group's, and the Enlarged Group's, liabilities. A general increase in interest rates will lead to a decrease in the Tryg Group's and the Enlarged Group's claims reserves but at the same time lead to a decrease in the value of its bond portfolio. Given that a perfect match is not possible, such offsetting movements are not necessarily equal. As of December 31, 2020, the Tryg Group's claims reserves according to IFRS amounted to DKK 25.0 billion gross of reinsurance and DKK 23.9 billion net of reinsurance (2019: DKK 24.9 billion gross of reinsurance and DKK 23.6 billion net of reinsurance). If interest rates for all maturities had been 100 basis points higher on that date, the discounting effect would have been higher and the Tryg Group's claims provisions would have been DKK 1,071 million lower due to discounting (2019: DKK 1,028 million) and the impact of interest bearing securities would be DKK 1,159 million lower (2019: DKK 1,150 million), leading to a net impact of DKK 88 million (2019: DKK 122 million).

A mismatch resulting from changes in value described above is likely to result in fluctuations in the Tryg Group's and the Enlarged Group's earnings. It is not always possible or, in certain cases, desirable, for the Tryg Group or the Enlarged Group to match these cash flows and, as a result, such a mismatch will normally exist and interest rate fluctuations will therefore impact its financial results,

27 May 2021

and such impact could be material. As a result of fluctuations in interest rates, its results of operations could be more volatile. This may in turn have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

The Tryg Group also has pension liabilities relating to its employees in Norway on its balance sheet, which are subject to interest rate fluctuations. As of 31 December 2020, under IFRS these pension liabilities amounted to DKK 130 million. If interest rates had been 100 basis points lower on that date, the pension liabilities would have been DKK 2 million higher. See "—If the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's use of derivatives to protect itself against certain risks is inadequate or ineffective, its business, financial condition, results of operations and prospects may be adversely affected".

2.23. The Tryg Group is and, following completion of the Acquisition, the Enlarged Group will be subject to stress tests and other regulatory enquiries. Stress tests and the announcement of the results by regulatory authorities can destabilise the insurance sector and lead to a loss of trust with regard to individual companies or the insurance sector as a whole. Such stress tests, and the announcement of the results, could negatively impact the Enlarged Group's reputation and financing costs and trigger enforcement actions by regulatory authorities.

In order to assess the level of capital in the insurance sector, the DFSA, the SFSA, as well as European Insurance and Occupational Pensions Authority (the "EIOPA") periodically require solvency calculations and conduct stress tests where they examine resilience of the insurance sector against possible adverse developments. For example, the 2016 stress test focused on life insurance companies while the 2018 stress test focused on major European insurance groups.

The Tryg Group is regulated by the DFSA based on the common European EIOPA regime. The Holmia life insurance subsidiary of RSA Scandinavia will comprise part of the Enlarged Group following completion of the Acquisition and is regulated by the SFSA also based on the common European EIOPA regime.

Announcements by regulatory authorities about carrying out stress tests or similar regulatory analyses can destabilise the insurance sector and lead to a loss of confidence with regard to individual companies or the insurance sector as a whole. In addition, if the Enlarged Group were to be part of such a stress test or any other calculations or analyses of public authorities and the Enlarged Group's results were worse than those of competitors and these results became known, this could adversely affect the Enlarged Group's financing costs, customer demand for its insurance products and its reputation in general.

Loss of reputation could result in customers terminating their insurance contracts. Furthermore, poor results in stress tests or similar regulatory analyses could trigger regulatory measures by the DFSA or the SFSA, which could have adverse effects on the Enlarged Group. If any of the risks above occurs, this could materially and adversely affect the Enlarged Group's business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

2.24. The Tryg Group is and, following completion of the Acquisition, the Enlarged Group will be exposed to the risk of mis-selling claims from customers.

The Tryg Group's products are and, following completion of the Acquisition, the Enlarged Group's products will be exposed to mis-selling claims. Mis-selling claims are claims from customers who believe that they received misleading advice from the Tryg Group or, following completion of the Acquisition, the Enlarged Group's sales personnel or insurance intermediaries' advisers as to which products were most appropriate for them, or that the terms and conditions of the products, the nature

27 May 2021

of the products or the circumstances under which the products were sold were misrepresented to them.

For a variety of reasons, including the role of brokers in the Scandinavian market and the standardisation of insurance products in the Scandinavian market, the Tryg Group has historically faced a limited number of mis-selling claims but there can be no assurance as to the magnitude or consequences of future mis-selling claims. See also "—Litigation and regulatory investigations and sanctions may have a material adverse effect on the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's business, financial condition, results of operations and prospects" for further information.

Customers (whether individual or group customers) who believe that they have been misled or misinformed may in the future seek redress for expectations that the advice or perceived misrepresentations created. Customers who are, for any reason, dissatisfied with their product may hold the insurance company accountable for the advice given by an insurance intermediary, even though the insurance intermediary gives advice on the basis of a mandate from the customer and the insurance company is legally not responsible for the advice given by an insurance intermediary. Complaints or negative publicity may also arise in respect of any other aspect of the Tryg Group's business if customers believe that they have not been treated reasonably or fairly (whether or not this is accurate or well founded) or that the Tryg Group has not complied with its duty of care. The negative publicity associated with any sales practices, any compensation payable in respect of any such issues and regulatory changes resulting from such issues, may have a material adverse effect on each of the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

3. Risks relating to the financial position of the Tryg Group and, following completion of the Acquisition, the Enlarged Group

3.1. The Tryg Group is exposed to credit and counterparty risk in relation to financial institutions. Deteriorations in the financial soundness of financial institutions may have a material adverse effect on its and, following completion of the Acquisition, the Enlarged Group's business, financial condition, results of operations and prospects.

Insurance companies, such as the Tryg Group, are interdependent as a result of trading, counterparty and other relationships in the global financial system. Financial institutions with whom the Tryg Group conducts business act as counterparties to it in such capacities as borrowers, issuers of securities, customers, banks, reinsurance companies, trading counterparties, counterparties under swaps and credit and other derivative contracts, clearing agents, exchanges, clearing houses, brokers and dealers, commercial banks, investment banks, mutual and hedge funds, and other financial intermediaries. In any of these capacities, a financial institution acting as a counterparty may not perform its obligations due to, among other things, bankruptcy, lack of liquidity, market downturns or operational failures, and the collateral or security it provides may prove inadequate to cover its obligations at the time of the default. The risk may be enhanced in an economic downturn.

The interdependence of financial institutions means that the failure of a sufficiently large and influential financial institution due to disruptions in the financial markets could materially disrupt securities markets or clearance and settlement systems in the markets. This could cause severe market declines or volatility. Such a failure could also lead to a chain of defaults by counterparties that could materially adversely affect the Tryg Group and, following completion of the Acquisition, the Enlarged Group. This risk, known as "systemic risk", could adversely impact future product sales as a result of reduced confidence in the insurance industry. It could also reduce results because of market declines and write-downs of assets and claims on third parties. The Tryg Group believes that, despite increased focus by regulators around the world with respect to systemic risk, this risk remains part of

27 May 2021

the financial system in which the Enlarged Group will operate and dislocations caused by the interdependence of financial market participants could have a material adverse effect on the Enlarged Group's business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

3.2. The Tryg Group and, following completion of the Acquisition, the Enlarged Group are vulnerable to adverse market perception arising as a result of reputational damage, especially as they operate in a highly regulated industry.

The Tryg Group must display a high level of integrity and have the trust and the confidence of its customers and stakeholders. Any mismanagement, fraud or failure to satisfy fiduciary responsibilities, or any negative publicity resulting from its activities, the activities of any third parties to whom it has licensed its brands or has outsourced any services, or any accusation by third parties in relation to its activities (in each case, whether well founded or not) associated with the Tryg Group or the industry generally, could have a material adverse effect on the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's business, financial condition, results of operations and prospects, including:

reducing public confidence in the Tryg Group;
decreasing its ability to retain current policyholders;
increasing the likelihood that the DFSA or other regulators will not approve acquisitions in cases of very severe violations or breaches of the financial regulation and other applicable regulatory requirements or will subject the Enlarged Group to closer scrutiny than would otherwise be the case;
increasing costs of borrowing, including in debt capital markets transactions;
adversely affecting the Tryg Group's ability to obtain reinsurance or to obtain reasonable pricing on reinsurance; and
decreasing customers' willingness to acquire particular products.

There have been a number of highly publicised cases involving fraud or other misconduct by employees in the financial services industry in recent years. It is not always possible to deter or prevent employee misconduct and the precautions the Tryg Group takes to prevent and detect this activity may not be effective in all cases. It therefore runs the risk that employee misconduct could occur, with possible adverse effects on it as set out above.

Any of the above could have a material adverse effect on the Enlarged Group's business, financial condition, results of operations and prospects and on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

3.3. Failure to maintain adequate capital could have a variety of negative regulatory and operational implications for the Tryg Group and, following completion of the Acquisition, the Enlarged Group including requiring additional capital in the future, which will hinge on the credit ratings of the Enlarged Group and may not be available or may only be available on unfavourable terms.

Insurance companies and insurance holding companies such as the Tryg Group are required to maintain a minimum level of own funds (also referred to as regulatory capital) in excess of the value of their liabilities to comply with a number of regulatory requirements relating to their (and their subsidiaries') solvency and reporting bases. Solvency requirements are governed by the European Commission's directive 2009/138/EC of 25 November 2009 on the taking-up and pursuit of the business of insurance and reinsurance ("Solvency II"). These regulatory requirements apply to individual insurance subsidiaries (such as the Issuer) on a standalone basis and in respect of the Tryg Group as

27 May 2021

a whole. The Tryg Group is also in regular discussions with its regulators in relation to its regulatory capital requirements. The Tryg Group's regulatory capital requirements have in the past both increased and decreased, and may from time to time in the future increase and decrease for a number of reasons, including as a result of the discount rate set by regulators under Solvency II. The Tryg Group's capital position is also assessed by its regulators, which may include evolving regulatory views on capital adequacy. For example, the European Commission is in the process of reviewing Solvency II which may result in regulatory changes to the Tryg Group's solvency requirements. The Tryg Group's regulatory capital requirements also depend on the level of risk facing it as well as on internal risk margin calculations, and as such correlate to economic and general insurance market cycles, its ability to write new business successfully and to establish premium rates and reserves at levels sufficient to cover losses, as well as the performance of its investment portfolio.

The Tryg Group's and, following completion of the Acquisition, the Enlarged Group's capital position can be adversely impacted by a number of factors, in particular factors that may erode the Enlarged Group's capital resources and could impact the quantum of risk to which the Enlarged Group is exposed. Such factors include lower than expected earnings and accumulated market impacts (such as foreign exchange and asset valuation). In addition, any event that erodes current profitability and/or is expected to reduce future profitability or make profitability more volatile could impact the Enlarged Group's capital position.

Any inability to meet regulatory capital requirements in the future would be likely to lead to intervention by regulatory authorities in the interests of policyholder security and could be expected to require the Enlarged Group to take steps to restore regulatory capital to acceptable levels (including, but not limited to, cancelling Interest Payments on the Notes or completing a Write-Down). The Enlarged Group may also need to increase premiums, increase its reinsurance coverage or divest additional parts of its business and investment portfolio, any of which may be difficult or costly or result in a significant loss, particularly in cases where such measures need to be undertaken in a short time frame. The Enlarged Group might also have to restrict its ability to release capital thereby reducing the amount of interest paid on certain subordinated capital instruments including the Notes. Regulatory capital requirements may also change in the future such that the Enlarged Group's own funds may no longer be sufficient to meet its regulatory capital requirements.

To the extent that the funds currently available to the Tryg Group and RSA Scandinavia are insufficient to fund the Enlarged Group's future capital and operating requirements and cover claims payments, it may need to raise additional funds through financings or curtail its growth and/or reduce its assets. Any equity or debt financing, if available at all, may be on terms that are not favourable to the Enlarged Group and a downgrade in the Enlarged Group's credit ratings could impact the terms and availability of such financing and access to the debt capital markets. See "—A downgrade or a potential downgrade in the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's credit or financial strength ratings could affect their standing in the market and may decrease premiums and earnings, which may adversely affect their liquidity or capital position, or the cost of raising capital or cause them to incur additional financing obligations". If the Enlarged Group cannot obtain adequate capital on favourable terms or at all, its business, financial condition, results of operations and prospects could be materially adversely affected. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

3.4. A downgrade or a potential downgrade in the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's credit or financial strength ratings could affect their standing in the market and may decrease premiums and earnings, which may adversely affect their liquidity or capital position, or the cost of raising capital or cause them to incur additional financing obligations.

27 May 2021

Credit ratings are an important factor in the Tryg Group's competitive position. Rating organisations periodically review the financial performance and condition of insurers, including the insurance subsidiaries of the Tryg Group. Rating organisations assign ratings based upon a variety of factors according to published criteria. While most of the factors relate to the rated company including the level of capital and diversity of insurance risk and mix of invested assets, some of the factors relate to general economic conditions and other circumstances outside the rated company's control.

In December 2016, Moody's assigned an "A1" Financial Strength Rating with stable outlook for the Tryg Group. This rating was reconfirmed on 18 November 2020 following the announcement of the Acquisition. Codan Forsikring A/S' credit rating is an "A" rating from Standard & Poor's ("S&P"), which has been placed on creditwatch negative following the announcement of the Acquisition. According to S&P, the creditwatch placement was primarily related to the Tryg Group and Intact Group potentially having weaker credit profiles than that of the RSA Group. Codan Forsikring A/S' credit rating is an "A2" rating from Moody's on review for downgrade. According to Moody's, the review for the downgrade was primarily related to anticipated weakening of Codan Forsikring's stand-alone credit profile following the intended purchase of Trygg-Hansa and Codan Norway by the Tryg Group, and the split ownership of Codan Denmark. These ratings reflect the current opinions of the rating agencies and remain subject to change. There can be no assurance that the Tryg Group and RSA Scandinavia, or following completion of the Acquisition, the Enlarged Group will be able to maintain its current credit ratings, particularly if the Tryg Group's leverage ratios and capital position were to adversely change following the Acquisition. Rating agencies may downgrade the Enlarged Group's credit rating if, going forward, the business does not perform in line with the targets or expectations of these rating agencies.

A downgrade of any of the Enlarged Group's credit ratings could have a material adverse impact on the ability of the Enlarged Group to write certain types of general insurance business, particularly commercial insurance business. A downgrade could also lead brokers (especially large global brokers) to stop recommending the Enlarged Group's products and lead to the loss of other customers whose confidence in the Enlarged Group may be affected or whose policies require insurance from insurers with a certain rating. While the Enlarged Group could, among other things, consider writing business on a fronted basis (i.e. an arrangement where a higher rated insurer writes certain lines of the Enlarged Group's business) to mitigate the effects of the loss of broker recommendations, such measures may have an adverse effect on the Enlarged Group's underwriting profitability. A downgrade could also impact the terms and availability of financing and access to the debt capital markets, and could have a material adverse effect on the continued availability and terms of the Enlarged Group's reinsurance arrangements. A reduction by Moody's in credit quality metrics could require the Enlarged Group to hold additional capital, on the basis of Moody's methodology, to maintain its credit rating. While the Tryg Group has taken various actions, including the issuance of additional Tier 2 capital of NOK 850 million and SEK 1,300 million on 12 May 2021, and is undertaking additional actions to improve its capital position, such actions may not prevent a downgrade of the Enlarged Group's ratings.

A downgrade of any of the Enlarged Group's credit ratings, and the related consequences described above, could have a material adverse effect on the Enlarged Group's business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

3.5. Changes in accounting standards or policies, including changes to IFRS and the implementation of future orders, standards and interpretations to IFRS, including in relation to the implementation of IFRS 17 (insurance contracts), could materially adversely affect the Enlarged Group's reported results and shareholders' equity.

Accounting standards impact the presentation of, among other things, shareholders' equity and annual profits. The Tryg Group has adopted and, following completion of the Acquisition, the Enlarged

27 May 2021

Group will adopt IFRS as its accounting standard. There is no guarantee that these accounting standards will not change, and adversely affect reported revenues, results or capital position.

The implementation of IFRS 9 (Financial Instruments) is not currently expected to significantly change the Tryg Group's financial position. The assessment of no significant impact on the statement of financial position or profit and loss is based on the assumption that the Tryg Group already carries all financial instruments at fair value through profit and loss. The Tryg Group has postponed the implementation of IFRS 9 (Financial Instruments) to 1 January 2023 when IFRS 17 (Insurance Contracts) will be applicable.

IFRS 17 applies to all insurance and reinsurance contracts written by an entity and establishes principles for the recognition, measurement, presentation and disclosure of insurance contracts. The objective of IFRS 17 is to ensure that an entity provides relevant information that faithfully represents insurance contracts and to enable users of financial statements to assess the effect that insurance contracts have on the entity's financial position, financial performance and cash flows and applies for accounting periods beginning on or after 1 January 2023. The impact of IFRS 17 is currently being assessed and its implementation is being prepared for 1 January 2023. While the Tryg Group anticipates a limited impact on key figures due to reclassifications under IFRS 17, it remains uncertain whether and how implementation of IFRS 17 will affect the Tryg Group and, following completion of the Acquisition, the Enlarged Group.

These and any other changes to IFRS that may be proposed in the future, whether or not specifically targeted at insurance companies, could adversely affect the Enlarged Group's business, financial condition, results of operations and prospects. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

3.6. If the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's use of derivatives to protect against certain risks is inadequate or ineffective, its business, financial condition, results of operations and prospects may be adversely affected.

The Tryg Group is, and following completion of the Acquisition, the Enlarged Group will be exposed to financial market risk, among others, credit spread fluctuations, fluctuations in equity markets, the impact of interest rate and currency rate fluctuations and fluctuations in the fair value of its investments and liabilities. The Tryg Group uses common financial derivative instruments such as swaps, futures and forward contracts which it has entered into with a number of counterparties to hedge or partly hedge certain of these exposures. The Enlarged Group may not be able to manage these exposures adequately through the use of derivatives, or appropriate derivative products may not be available on favourable terms, or at all.

The Tryg Group also uses derivatives only upon board approval of each type of derivative and makes sure that reporting and risk management systems adequately handle them. Derivatives are used routinely in the day-to-day asset management of the Tryg Group. In addition, major derivatives positions are related to the hedging of the currency risk from the investment in foreign branches through foreign exchange currency hedging for non-DKK positions and in the hedging of interest rate and inflation risk in the reserves of the workers' compensation line of business in Denmark.

Furthermore, the derivative counterparty may default or there may be other dependencies on counterparties. For instance, the Tryg Group is dependent on third parties for the daily calculation of the market values of its derivative collateral. If these third parties (mostly large banks) miscalculate the collateral required and the counterparty fails to fulfil its obligations under the derivatives contract, it could result in unexpected losses, which could have a material adverse effect on the business, financial condition, results of operations and prospects of the Tryg Group and, following completion of the Acquisition, the Enlarged Group. The Enlarged Group's inability to manage risks successfully through derivatives (including a single counterparty's default and the systemic risk that a default is transmitted

27 May 2021

from counterparty to counterparty) could have a material adverse effect on the its business, revenues, results of operations and financial position. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes.

4. Risks related to the structure of the Notes

4.1. The Issuer's obligations under the Notes are deeply subordinated, and in the event of liquidation or bankruptcy of the Issuer, Noteholders may lose some or all of their investment in the Notes.

The Issuer's obligations under the Notes will constitute direct, unsecured and subordinated obligations of the Issuer and rank pari passu and without any preference among themselves and:

(a) senior to payments to holders of present or future outstanding Junior Obligations of the Issuer;

(b) pari passu with payments to holders of present or future outstanding Parity Obligations of the Issuer;

(d) junior to present or future claims of:

(i) all policyholders and beneficiaries and any other unsubordinated creditors of the Issuer; and

(ii) creditors in respect of any other obligations or instruments of the Issuer that rank or are expressed to rank senior to the Notes.

By virtue of such subordination, in the event of the Issuer's liquidation (likvidation) or bankruptcy (konkurs), the assets of the Issuer would be applied first in satisfying all claims which rank senior to the Notes, in full, and payments would be made to Noteholders, pro rata and proportionately with payments made to holders of any other obligations which rank pari passu with the Notes (if any), only if and to the extent that there were any assets remaining after satisfaction in full of all such claims which rank senior to the Notes. A Noteholder may therefore recover a smaller proportion of that Noteholder's claim than the holders of unsubordinated liabilities or liabilities of the Issuer that are not as deeply subordinated as the Notes, or may not recover any part of its investment in the Notes.

Furthermore, the Conditions will not limit the amount of the liabilities ranking senior to, or pari passu with, the Notes which may be incurred or assumed by the Issuer from time to time, whether before or after the Issue Date. The incurrence of any such liabilities may reduce the amount (if any) recoverable by a Noteholder in the event of the liquidation or bankruptcy of the Issuer and/or may increase the likelihood of a cancellation of Interest Payments.

In addition, upon a Trigger Event occurring, following a Write-Down of the Notes (which may occur on one or more occasions) which is not followed by a Discretionary Reinstatement (in part or in full to the Initial Principal Amount), Noteholders will have a reduced claim to the extent that the then Outstanding Principal Amount is less than the Initial Principal Amount (which may effectively amount to SEK 0.01) in the event of the liquidation or bankruptcy of the Issuer. This may be the case even if other existing subordinated indebtedness or share capital remains outstanding and provable in full in the event of the liquidation or bankruptcy of the Issuer, with the effect that any sums recovered in respect of the Notes (if any) may be substantially less than the relative recovery achieved by holders of instruments which rank pari passu with or junior to the Notes. There is a risk that Noteholders will lose substantially the entire amount of their investment, regardless of whether the Issuer has sufficient assets available to settle what would have been the claims of the Noteholders or of securities subordinated to the same or greater extent as the Notes, in the event of the liquidation or bankruptcy of the Issuer or otherwise.

27 May 2021

Furthermore, if the Issuer's financial condition deteriorates such that there is an increased risk that the Issuer may be subject to liquidation or bankruptcy or that a Trigger Event or a Mandatory Interest Cancellation Event might occur, such circumstances can be expected to have an adverse effect on the market price of the Notes. Noteholders may find it difficult to sell their Notes in such circumstances, or may only be able to sell their Notes at a price which may be significantly lower than the price at which they purchased their Notes. Noteholders who sell their Notes in such circumstances may lose some or substantially all of their investment in the Notes, whether or not the Issuer is subsequently subject to liquidation or bankruptcy or a Trigger Event or a Mandatory Interest Cancellation Event occurs.

Although the Notes may pay a higher rate of interest than notes issued by the Issuer which are less subordinated than the Notes, or not subordinated at all, there is therefore a risk that a Noteholder may lose all or some of its investment should the Issuer, the Tryg Group and/or, following completion of the Acquisition, the Enlarged Group breach its solvency capital requirements or become insolvent.

4.2. Noteholders are structurally subordinated to the creditors of the Issuer's Subsidiaries.

The Notes are the obligations of the Issuer alone. The Issuer's Subsidiaries are separate and distinct legal entities with no obligation to pay, or provide funds in respect of, any amounts due and payable in respect of the Issuer's payment obligations under the Notes.

Payments on the Notes are structurally subordinated to all existing and future liabilities and obligations of the Issuer's Subsidiaries. Claims of creditors of such Subsidiaries will have priority over the Issuer and its creditors, including the Noteholders, as to the assets of such Subsidiaries. The Conditions do not contain any restrictions on the ability of the Issuer or its Subsidiaries to incur additional unsecured or secured indebtedness.

4.3. The Notes have no scheduled maturity and Noteholders only have a limited ability to exit their investment in the Notes.

The Notes are perpetual securities and have no fixed maturity date or fixed redemption date. Although the Issuer may, under certain circumstances described in Condition 10 (Redemption, Substitution, Variation and Purchase), redeem the Notes, the Issuer is under no obligation to do so, and Noteholders have no right to call for the Issuer to exercise any right it may have to redeem the Notes.

There will be no redemption at the option of the Noteholders in any circumstances. Therefore, Noteholders have no ability to exit their investment, except (i) in the event of the Issuer exercising its right to redeem the Notes in accordance with the Conditions, (ii) by selling their Notes to the extent willing buyers are in the market (see also "Absence of public market for the Notes"), or (iii) upon a liquidation (likvidation) or bankruptcy (konkurs) of the Issuer, in which in limited circumstances the Noteholders may receive some of any resulting bankruptcy or liquidation proceeds following payment being made in full to all senior and less subordinated creditors. The proceeds, if any, realised by the actions described in (ii) and (iii) above may be substantially less than the principal amount of the Notes or amount of the Noteholder's investment in the Notes.

4.4. Loss absorption following a Trigger Event.

The Notes are being issued for regulatory prudential purposes and with the intention and purpose of being eligible and counting as Tier 1 Own Funds of the Issuer and the Tryg Group. Such eligibility depends upon a number of conditions being satisfied, which are reflected in the Conditions and which, in particular, require the Notes to be available to absorb any losses of the Issuer and/or the Tryg Group.

Accordingly, if a Trigger Event occurs at any time, the Outstanding Principal Amount of the Notes shall be reduced as described in Condition 9 (Loss Absorption Following a Trigger Event and Reinstatement of the Notes) unless exceptionally waived by the Relevant Regulator as set out in Condition

27 May 2021

9.2 (Waiver of Loss Absorption by Relevant Regulator). No assurance can be given that the Issuer will apply for such waiver (if at all available) or, if the Issuer does apply for a waiver, that the Relevant Regulator exceptionally grants it.

Noteholders may lose all or some of their investment as a result of such a reduction to the Outstanding Principal Amount and will not be entitled to any compensation or other payment as a result of a reduction as described.

Any such reduction to the Outstanding Principal Amount is subject to compliance with the Relevant Rules. Furthermore, the reduction provisions in Condition 9 (Loss Absorption Following a Trigger Event and Reinstatement of the Notes) are subject to, and will be interpreted in light of, any applicable changes to any such requirements. Notwithstanding any of the provisions relating to a reduction of the Notes as described above, no assurance can be given that the Issuer will not determine that the requirements of the Relevant Rules require a reduction to the Outstanding Principal Amount to be calculated and determined in a different manner than as described in Condition 9.1 (Loss Absorption Following a Trigger Event)). Noteholders should note that, in the case of any such reduction to the Outstanding Principal Amount pursuant to Condition 9.1 (Loss Absorption Following a Trigger Event), the Issuer's determination of the relevant amount of such reduction will be binding on the Noteholders.

Any such reduction of the Outstanding Principal Amount of the Notes will not constitute an event of default under the Conditions and, following such reduction, Noteholders' claims in respect of principal will, in all cases, be based on the reduced Outstanding Principal Amount to the extent the Outstanding Principal Amount has not subsequently been reinstated as described in Condition 9.3 (Discretionary Reinstatement).

In addition, following a reduction of the Outstanding Principal Amount as described above, interest will only accrue on the reduced Outstanding Principal Amount, which will be lower than the Initial Principal Amount of the Notes.

Following any such reduction, the Issuer will not in any circumstances be obliged to reinstate the Outstanding Principal Amount.

4.5. The occurrence of a Trigger Event may depend on factors outside of the Issuer's control.

The occurrence of a Trigger Event and, absent any waiver under Condition 9.2 (Waiver of Loss Absorption by Relevant Regulator), write-down of the Outstanding Principal Amount pursuant to Condition 9.1 (Loss Absorption Following a Trigger Event), is to some extent unpredictable and depends on a number of factors, some of which may be outside of the Issuer's control, including actions that the Issuer, the Tryg Group and/or, following completion of the Acquisition, the Enlarged Group is required to take at the direction of the Relevant Regulator and regulatory changes. Accordingly, the trading behaviour of the Notes may not necessarily follow the trading behaviour of other types of subordinated securities, including the Issuer's other subordinated debt securities. Any indication that the Issuer, the Tryg Group and/or the Enlarged Group may be at risk of failing to meet its Solvency Capital Requirement or Minimum Capital Requirement may have an adverse effect on the market price and liquidity of the Notes. The level of the Solvency Capital Requirement or Minimum Capital Requirement of the Issuer, the Tryg Group and/or the Enlarged Group may significantly affect the trading price of the Notes. Therefore, Noteholders may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to other types of subordinated securities, including the Issuer's other subordinated debt securities.

4.6. The occurrence of a Trigger Event may also be affected by the Issuer's business decisions and, in making such decisions, the interests of the Issuer may not be aligned with those of the Noteholders.

27 May 2021

The occurrence of a Trigger Event and the development of the regulatory solvency ratios applicable to the Issuer, the Tryg Group and, following completion of the Acquisition, the Enlarged Group more generally may also depend on the Tryg Group's and the Enlarged Group's decisions relating to their businesses and operations, as well as to management of their solvency position. The Issuer will have no obligation to consider the interests of Noteholders in connection with strategic or other decisions of the Tryg Group and/or the Enlarged Group, including making decisions related to capital management. Noteholders will not have any claim against the Issuer or any other member of Tryg Group or the Enlarged Group relating to decisions that may affect the business and operations of the Tryg Group or the Enlarged Group, including the solvency position of the Tryg Group or the Enlarged Group, regardless of whether they result in the occurrence of a Trigger Event that in turn might result in a Write-Down of the Notes or a cancellation of Interest Payments. Such decisions could cause Noteholders to lose all or part of their investment in the Notes.

4.7. The level of the Issuer's Distributable Items is affected by a number of factors, and insufficient Distributable Items will restrict the Issuer's ability to make Interest Payments on the Notes or, following a Write-Down, to carry out a Discretionary Reinstatement.

Under the Conditions, the Issuer is prohibited from making Interest Payments except out of Distributable Items. Furthermore, in the event of a Write-Down of the Notes, the Issuer's ability to subsequently carry out a Discretionary Reinstatement is subject to a number of limiting factors including its generation of Distributable Items. The level of the Issuer's Distributable Items is affected by a number of factors. As part of the Issuer's business is carried out in its Subsidiaries, these factors include its ability to receive funds, directly or indirectly, from its Subsidiaries in a manner which generates Distributable Items. Consequently, the Issuer's future Distributable Items, and therefore the Issuer's ability to make Interest Payments on the Notes or, following a Write-Down, to carry out a Discretionary Reinstatement are a function of the Issuer's existing Distributable Items, future Tryg Group profitability and performance and, following completion of the Acquisition, future Enlarged Group profitability and performance and the ability to distribute profits from the Issuer's Subsidiaries up the Tryg/Enlarged Group structure to the Issuer. In addition, the Issuer's Distributable Items will also be reduced by the servicing of other debt and equity instruments.

The ability of the Issuer's Subsidiaries to pay dividends and the Issuer's ability to receive distributions and other payments from the Issuer's investments in other entities is subject to applicable local laws and other restrictions, including their respective regulatory, capital and leverage requirements, statutory reserves, financial and operating performance and applicable tax laws, and any changes thereto. These laws and restrictions could limit the payment of dividends, distributions and other payments to the Issuer by the Issuer's Subsidiaries, which could in turn restrict the Issuer's ability to fund other operations or to maintain or increase its Distributable Items.

4.8. Interest Payments on the Notes are discretionary and must be cancelled under certain circumstances.

Interest on the Notes will be due and payable only at the sole and absolute discretion of the Issuer and is subject to Condition 8.2 (Mandatory Cancellation of Interest Payments). The Issuer may at any time elect to cancel any Interest Payment, in whole or in part, which would otherwise be payable on any Interest Payment Date.

Any Interest Payment (or any relevant part thereof) which is cancelled will not accumulate and will not become due and payable at any time thereafter. In the event of such cancellation, Noteholders will have no rights in respect of the Interest Payment (or any relevant part thereof) which is cancelled. In addition, cancellation or non-payment of Interest in accordance with the Conditions will not constitute a default or event of default on the part of the Issuer for any purpose.

27 May 2021

In addition to the above mentioned, the Issuer must cancel any Interest Payment on the Notes pursuant to Condition 8.2 (Mandatory Cancellation of Interest Payments) in the event that, inter alia, there is a non-compliance with the Solvency Capital Requirement or Minimum Capital Requirement at the relevant Interest Payment Date, or non-compliance with the Solvency Capital Requirement or the Minimum Capital Requirement would occur immediately following, and as a result of making, such Interest Payment, or where the Interest Payment would exceed the amount of the Issuer's Distributable Items as at the Interest Payment Date, or if required to cancel any Interest Payment by the Relevant Regulator or under the Relevant Rules. Cancellation of an Interest Payment is not required if exceptionally waived by the Relevant Regulator as set out in Condition 8.3 (Waiver of Cancellation of Interest Payments by Relevant Regulator). No assurance can be given that the Issuer will apply for such waiver (if at all available) or, if the Issuer does apply for a waiver, that the Relevant Regulator exceptionally grants it.

Cancelled Interest Payments will not be due and will not accumulate or be payable at any time thereafter and Noteholders will have no rights as a consequence thereof.

Any actual or anticipated cancellation of Interest Payments will likely have an adverse effect on the market price of the Notes. In addition, as a result of the interest cancellation provision of the Notes, the market price of the Notes may be more volatile than the market prices of other debt securities on which interest accrues that are not subject to such cancellation and may be more sensitive generally to adverse changes in the financial condition of the Issuer, the Tryg Group and/or, following completion of the Acquisition, the Enlarged Group. Noteholders may find it difficult to sell their Notes in such circumstances, or may only be able to sell their Notes at a price which may be significantly lower than the price at which they purchased their Notes. In such event, Noteholders may lose some or substantially all of their investment in the Notes.

4.9. Floating interest rate.

The Notes will bear interest at a floating rate from and including the Issue Date.

The floating rate interest income is subject to changes to the Screen Rate and therefore cannot be anticipated. Hence, Noteholders are not able to determine a definite yield of the Notes at the time of purchase, so that their return on investment cannot be compared with that of investments in simple fixed rate (i.e. fixed rate coupons only) instruments.

In addition, Noteholders are exposed to reinvestment risk with respect to proceeds from Interest Payments or early redemptions by the Issuer. If the market yield declines, and if Noteholders want to invest such proceeds in comparable transactions, Noteholders will only be able to reinvest such proceeds in comparable transactions at the then prevailing lower market yields.

4.10. The regulation and reform of "benchmarks" may adversely affect the value of the Notes.

Interest rates and indices which are deemed to be "benchmarks" are the subject of recent national, international and other regulatory guidance and proposals for reform. Some of these reforms are already effective whilst others are still to be implemented. These reforms may cause such benchmarks to perform differently than in the past, to disappear entirely, or have other consequences which cannot be predicted. Any such consequence could have a material adverse effect on the Notes.

The Benchmark Regulation was published in the Official Journal of the EU on 29 June 2016 and has applied since 1 January 2018. The Benchmark Regulation applies to the provision of benchmarks, the contribution of input data to a benchmark and the use of a benchmark within the EU and it requires benchmark administrators to be authorised or registered (or, if non-EU-based, to be subject to an equivalent regime or otherwise recognised or endorsed).

The Benchmark Regulation could have a material impact on the Notes, in particular, if the methodology or other terms of the "benchmark" are changed in order to comply with the requirements of the

27 May 2021

Benchmark Regulation. Such changes could, among other things, have the effect of reducing, increasing or otherwise affecting the volatility of the published rate or level of the "benchmark". More broadly, any of the international or national reforms, or the general increased regulatory scrutiny of "benchmarks", could increase the costs and risks of administering or otherwise participating in the setting of a "benchmark" and complying with any such regulations or requirements. Such factors may (i) discourage market participants from continuing to administer or contribute to the "benchmark", (ii) trigger changes in the rules or methodologies used in the "benchmark" and/or (iii) lead to the disappearance of the "benchmark". Any such changes or any other consequential changes as a result of international or national reforms or other initiatives or investigations, could have a material adverse effect on the value of and return on the Notes.

The Conditions provide for certain fallback arrangements if a Screen Rate Event should occur, including the possibility of the Issuer appointing an Independent Advisor to determine a Successor Screen Rate or an Alternative Screen Rate for future Interest Periods. If the Issuer is unable to appoint an Independent Advisor, or the Independent Advisor appointed by it fails to determine a Successor Screen Rate or an Alternative Screen Rate prior to a Screen Rate Determination Date, the Screen Rate applicable to the next succeeding Interest Period shall be equal to the Screen Rate last determined for the preceding Interest Period. Further, if an Independent Advisor (in consultation with the Issuer) or the Issuer determines that an Adjustment Spread is required to be applied to the Successor Screen Rate or the Alternative Screen Rate and such Adjustment Spread is determined by the Independent Advisor or the Issuer, that Adjustment Spread shall be applied.

Due to the uncertainty concerning the availability of Successor Screen Rates and Alternative Screen Rates, the involvement of an Independent Advisor and the potential for further regulatory developments, there is a risk that the relevant fallback provisions set out in Condition 7 (Screen Rate Discontinuation) may not operate as intended at the relevant time. Prospective Noteholders should consult their own independent advisors and make their own assessment about the potential risks imposed by benchmark reforms (including the Benchmark Regulation) before making any investment decision with respect to the Notes.

4.11. Notes may be traded with accrued interest, which may subsequently be subject to cancellation

The Notes may trade, and/or the prices for the Notes may appear, in trading systems with accrued interest. Purchasers of Notes in the secondary market may pay a price which reflects such accrued interest on purchase of the Notes. If an Interest Payment is cancelled, in whole or in part, as described above, a purchaser of Notes in the secondary market will not be entitled to the accrued interest (or part thereof) reflected in the purchase price of the Notes. This may affect the value of any investment in the Notes.

4.12. The Issuer may under certain circumstances redeem the Notes at the Issuer's option.

Subject as provided in Condition 10 (Redemption, Substitution, Variation and Purchase), the Issuer may redeem all (but not only some) of the Notes at their then Outstanding Principal Amount together with (to the extent that such interest has not been cancelled in accordance with the Conditions) any accrued and unpaid interest to (but excluding) the date of redemption specified pursuant to the Conditions. Such redemption may occur at the option of the Issuer (i) on the First Call Date or on any Interest Payment Date thereafter, (ii) in the event of certain changes in the tax treatment of the Notes or payments thereunder due to a Tax Event, (iii) following the occurrence of (or if there will occur within six months) a Capital Disqualification Event, (iv) following the occurrence of (or if there will occur within six months) a Rating Agency Event, or (v) following the occurrence of (or if there will occur within six months) an Accounting Event.

The redemption at the option of the Issuer on or after the First Call Date may limit the market value of the Notes. During any period when the Issuer may elect to redeem the Notes, the market value of

27 May 2021

the Notes generally will not rise above the price at which they can be redeemed. This may also be true prior to any redemption period. The Issuer may be expected to redeem the Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, a Noteholder may not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time. The Issuer may freely choose not to redeem the Notes at the First Call Date or at any other time thereafter, and if the Issuer wishes to redeem the Notes, the Relevant Regulator may prevent the Issuer from redeeming the Notes, e.g. if the Notes will not be replaced with own funds instruments of equal or higher quality as the Notes or if the Issuer has failed to demonstrate to the satisfaction of the Relevant Regulator that its own funds, following redemption of the Notes, exceed (as applicable) its or the Tryg Group's solvency requirements by a margin that the Relevant Regulator considers to be appropriate.

4.13. Variation or substitution of the Notes without Noteholder consent.

Subject as provided in Condition 10 (Redemption, Substitution, Variation and Purchase), the Issuer may, at its option and without the consent or approval of Noteholders, elect to substitute all (but not only some) of the Notes for, or amend or vary the terms of the Notes so that they become or remain (A) Qualifying Tier 1 Notes (i) in the event of certain changes in the tax treatment of the Notes or payments thereunder due to a Tax Event, or (ii) following the occurrence of (or if there will occur within six months) a Capital Disqualification Event, (B) Rating Agency Compliant Notes following the occurrence of (or if there will occur within six months) a Rating Agency Event, or (C) qualified for counting as a liability in the consolidated financial statements of the Issuer following the occurrence of (or if there will occur within six months) an Accounting Event.

Qualifying Tier 1 Notes are securities issued by the Issuer that have, inter alia, terms not materially less favourable to the Noteholders than the terms of the Notes (as reasonably determined by the Issuer in consultation with a bank or financial advisor of international standing). There can be no assurance that, due to the particular circumstances of each Noteholder, any Qualifying Tier 1 Notes will be as favourable to each Noteholder in all respects or that, if it were entitled to do so, a particular Noteholder would make the same determination as the Issuer as to whether the terms of the relevant Qualifying Tier 1 Notes are not materially less favourable to Noteholders than the terms of the Notes. The Issuer bears no responsibility towards the Noteholders for any adverse effects of such substitution or variation (including, without limitation, with respect to any adverse tax consequences suffered by any Noteholder).

Rating Agency Compliant Notes are securities issued by the Issuer that are Qualifying Tier 1 Notes and assigned by the Rating Agency substantially the same equity content or, at the absolute discretion of the Issuer, a lower equity content (provided such equity content is still higher than the equity content assigned to the Notes after the occurrence of the Ratings Agency Event) as that which was assigned by the relevant Rating Agency to the Notes on or around the Issue Date.

4.14. Redemption payments under the Notes must, under certain circumstances, be suspended.

Notwithstanding that a notice of redemption has been delivered to Noteholders, the Issuer must suspend redemption of the Notes on any date set for redemption of the Notes pursuant to Condition 10 (Redemption, Substitution, Variation and Purchase) in the event that, inter alia, the Issuer cannot make the redemption payments in compliance with the Solvency Capital Requirement, the Minimum Capital Requirement or the Regulatory Clearance Condition, or if an Insolvent Insurer Winding-up has occurred and is continuing.

The suspension of redemption of the Notes does not constitute a default under the Notes for any purpose and does not give Noteholders any right to accelerate the Notes or take any enforcement action under the Notes.

27 May 2021

Any actual or anticipated suspension of redemption of the Notes will likely have an adverse effect on the market price of the Notes. In addition, as a result of the redemption suspension provision of the Notes, the market price of the Notes may be more volatile than the market prices of other debt securities without such suspension feature, including dated securities where redemption on the scheduled maturity date cannot be suspended, and the Notes may accordingly be more sensitive generally to adverse changes in the Issuer's financial condition. Noteholders may also find it difficult to sell their Notes in such circumstances, or may only be able to sell their Notes at a price which may be significantly lower than the price at which they purchased their Notes. In such event, Noteholders may lose some or substantially all of their investment in the Notes.

4.15. No events of default and limited enforcement rights available to Noteholders.

The Conditions do not provide for any events of default allowing acceleration of the Notes. Noteholders may not at any time demand repayment or redemption of their Notes, and enforcement rights for any payment are limited to the claim of Noteholders in a liquidation (likvidation) or bankruptcy (konkurs) of the Issuer. In a liquidation or bankruptcy of the Issuer, a Noteholder may prove or claim in such proceedings in respect of such Note, such claim being for payment of the Outstanding Principal Amount of such Note at the time of commencement of such liquidation or bankruptcy together with any interest accrued and unpaid on such Note (to the extent that the same is not cancelled in accordance with the terms of the Notes) from (and including) the Interest Payment Date immediately preceding commencement of such liquidation or bankruptcy and any other amounts payable on such Note under the Conditions (including any damages payable in respect thereof).

These features, taken together, mean that there is a significant risk that a Noteholder may not be able to recover its investment in the Notes.

4.16. Changes to Solvency II or other applicable law or regulation may increase the risk of the occurrence of a Trigger Event, cancellation of Interest Payments or the occurrence of a Capital Disqualification Event.

Solvency II requirements implemented in Denmark, whether as a result of further changes to Solvency II or changes to the way in which the Relevant Regulator interprets and applies these requirements to the Danish insurance industry, may change. Any such changes, either individually and/or in aggregate, may lead to further unexpected requirements in relation to the calculation of the Issuer's, the Tryg Group's and/or, following completion of the Acquisition, the Enlarged Group's regulatory capital requirements, and such changes may make the Issuer's, the Tryg Group's and/or the Enlarged Group's regulatory capital requirements more onerous. Such changes that may occur in the application of Solvency II in Denmark subsequent to the date of this Prospectus and/or any subsequent changes to such rules and other variables may individually and/or in aggregate negatively affect the calculation of the Issuer's, the Tryg Group's and/or the Enlarged Group's regulatory capital requirements and thus increase the risk of cancellation of Interest Payments, the occurrence of a Capital Disqualification Event and subsequent redemption of the Notes by the Issuer, or a Trigger Event occurring, which will lead to a reduction of the Outstanding Principal Amount of the Notes, as a result of which a Noteholder could lose all or part of the value of its investment in the Notes.

Additionally, the Issuer, the Tryg Group and/or the Enlarged Group may be required to raise further capital pursuant to applicable law or regulation or the official interpretation thereof in order to maintain the then applicable Minimum Capital Requirement and Solvency Capital Requirement.

4.17. Uncertainties remain in manner in which Solvency II will be interpreted.

The defined terms in the Conditions will depend in some cases on the interpretation of Solvency II. Solvency II is the EU-wide regime for the prudential regulation of insurance and reinsurance undertakings. Originally adopted by the European Parliament and Council in 2009, Solvency II became effective on 1 January 2016. Certain portions of the Solvency II Directive required transposition into

27 May 2021

Danish law, and although the Solvency II Regulation is directly applicable in each Member State, the Solvency II Regulation leaves a number of interpretational issues to be resolved through binding technical standards that have been adopted, and will be adopted in the future, and leaves certain other matters to the discretion of the Relevant Regulator. The manner in which the framework and requirements under Solvency II will be applied to the Issuer, the Tryg Group and/or, following completion of the Acquisition, the Enlarged Group remains uncertain to a degree.

4.18. Other capital instruments issued by the Issuer may not absorb losses at the same time, or to the same extent, as the Notes.

The terms and conditions of other regulatory capital instruments issued from time to time by the Issuer or any of its Subsidiaries may vary and accordingly such instruments may not be written down at the same time, or to the same extent, as the Notes, or at all. Further, regulatory capital instruments issued by a member of the Tryg Group and/or, following completion of the Acquisition, the Enlarged Group with terms that require such instruments to be written down when a solvency or capital measure falls below a certain threshold may have different capital or solvency measures for triggering a write-down to those set out in the definition of a Trigger Event or may be determined with respect to a group or sub-group of entities that is different from the Tryg Group and/or the Enlarged Group, with the effect that they may not be written down on the occurrence of a Trigger Event or written down to a lesser extent than the Notes. Therefore, the Notes may be subject to a greater degree of loss absorption than would otherwise have been the case had such other instruments been written down the same time as or prior to the Notes.

4.19. Restrictions on right to set-off etc.

As set out in the Conditions, each Noteholder will be deemed to have waived any right of set-off, netting or counterclaim that such Noteholder might otherwise have against the Issuer in respect of or arising under the Notes whether prior to or in bankruptcy (konkurs) or liquidation (likvidation). Accordingly, no Noteholder will be entitled to exercise any right of set-off, netting or counterclaim against monies owed to the Issuer by such Noteholder in respect of the Notes. Consequently, a Noteholder may suffer a loss if, in a situation where the Issuer has not complied with its payment obligations under the Notes, it is unable to set off amounts due to it under the Notes against amounts that such Noteholder owes to the Issuer.

4.20. No restriction on dividends, share repurchases or cancellations.

The Conditions do not contain any restriction on the ability of the Issuer to pay dividends on, or repurchase or cancel, its share capital. This could decrease the Distributable Items of the Issuer and therefore increase the likelihood of a cancellation of Interest Payments.

4.21. Meetings of Noteholders, modification and waivers.

The Conditions contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

4.22. The Notes are dematerialised securities.

Because the Notes are dematerialised securities held in uncertificated book entry form in accounts with the Securities Depository, Noteholders will have to rely on the Securities Depository's procedures for transfer, payment and communication with the Issuer. The Notes will not be evidenced by any physical bond, note or document of title other than statements of account made by the Securities Depository. Ownership of the Notes will be recorded and transfer effected only through the book entry system and register maintained by the Securities Depository. If Noteholders are not duly registered in the registry of the Securities Depository, or if they are not able to prove their ownership of Notes

27 May 2021

as registered with the Securities Depositary, Noteholders may not receive communications from the Issuer regarding the Notes, may not be able to exercise their rights under the Notes and may lose their investment in the Notes.

4.23. All trades in the Notes must be in a minimum nominal amount of SEK 2,000,000.

Pursuant to the Conditions, all trades in the Notes must be in a minimum nominal amount of SEK 2,000,000. Following a sale of Notes by a Noteholder or a write-down or reduction of the Notes, that Noteholder may hold remaining Notes with an aggregate nominal amount of less than SEK 2,000,000, and in such case that Noteholder cannot sell the remaining Notes without purchasing Notes to increase its holding above SEK 2,000,000.

4.24. Limitation on gross-up obligation under the Notes.

The Issuer's obligation to pay additional amounts in respect of any withholding or deduction in respect of taxes under the Conditions applies only to payments of interest under the Notes and not to payments of principal. As such, the Issuer will not be required to pay any additional amounts under the Conditions to the extent any withholding or deduction applies to payments of principal. Accordingly, if any such withholding or deduction were to apply to any payments of principal in respect of the Notes, Noteholders may receive less than the full Outstanding Principal Amount under the Notes upon redemption, and the market value of the Notes may be adversely affected.

5. Risks related to the market generally

5.1. Absence of public market for the Notes.

The Notes are new securities which may not be widely distributed and for which there is currently no active trading market. Although application has been made to have the Notes admitted to trading on Oslo Børs, no assurance can be given that the application for listing will be approved or that an active trading market will develop. Therefore, Noteholders may not be able to sell their Notes easily or at prices that will provide them with a yield comparable with similar investments that have a developed secondary market. Illiquidity may have a severely adverse effect on the market value of the Notes as the Notes are publicly traded securities which may from time to time experience significant price and volume fluctuations that may be unrelated to the operating performance of the Issuer. Such volatility may be increased in an illiquid market including in circumstances where a significant proportion of the Notes are held by a limited number of initial investors. If any market in the Notes has developed, or does develop, it may become severely restricted, or may disappear, if the financial condition and/or the solvency position of the Issuer deteriorates such that there is an actual or perceived increased likelihood of the Issuer being unable to make Interest Payments on the Notes or of a Trigger Event occurring.

Furthermore, the Notes are deeply subordinated securities with significant equity-like features including, but not limited to, absence of scheduled maturity, discretionary Interest Payments and loss absorption on the occurrence of a Trigger Event. If the Notes are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and the financial condition of the Issuer.

5.2. The market value of the Notes may be influenced by factors beyond the Issuer's control.

Many factors, most of which are beyond the Issuer's control, will influence the market value of the Notes and the price, if any, at which market participants may be willing to purchase or sell the Notes in the secondary market. These factors include the Issuer's ability to generate Distributable Items on an ongoing basis through its operations, see e.g. "—The level of the Issuer's Distributable Items is affected by a number of factors, and insufficient Distributable Items will restrict the Issuer's ability to make Interest Payments on the Notes or, following a Write-Down, to carry out a Discretionary Reinstatement".

27 May 2021

If the likelihood that the Issuer will be in a position to fully perform all obligations under the Notes as they fall due deteriorates, for example because of the materialisation of any of the risks regarding the Issuer set out above, the market value of the Notes will be materially and adversely affected.

In addition, even if the likelihood that the Issuer will be in a position to fully perform all obligations under the Notes as they fall due has not deteriorated, market participants could have a different perception. Moreover, the market participants' estimation of the creditworthiness of corporate debtors in general or debtors operating in the same business as the Issuer could adversely change. Such estimation may also be significantly adversely affected by events (such as suspension of interest payments, write-down or conversion of principal or failure to exercise an issuer call option) affecting individual issuers of subordinated debt securities in the insurance sector or more widely in the financial sector even though such events do not have any direct impact on, or connection with, the Issuer's, the Tryg Group's or the Enlarged Group's profitability or likelihood of default.

If any of these risks occurs, third parties would likely only be willing to purchase Notes for a lower price than before the materialisation of the aforementioned risk. Under these circumstances, the market value of the Notes will decrease.

5.3. Exchange risks and exchange controls

The Notes are denominated in SEK. Accordingly, the Issuer will pay principal and interest on the Notes in SEK. This presents certain risks relating to currency conversions if a Noteholder's financial activities are denominated principally in a currency or currency unit (the "Noteholder's Currency") other than SEK. These include the risk that exchange rates may significantly change (including changes due to devaluation of SEK or revaluation of the Noteholder's Currency) and the risk that authorities with jurisdiction over the Noteholder's Currency may impose or modify exchange controls. An appreciation in the value of the Noteholder's Currency relative to SEK would decrease (a) the Noteholder's Currency equivalent yield on the Notes, (b) the Noteholder's Currency equivalent value of the principal payable on the Notes and (c) the Noteholder's Currency equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, Noteholders may receive less interest or principal than expected, or no interest or principal.

5.4. Credit ratings may change

The Rating Agency reviews its credit ratings and rating methodologies on a recurring basis and may change its credit rating of the Issuer and/or the Notes at any time. Consequently, the Issuer's current credit rating and/or the credit rating of the Notes may not be maintained in future. Real or expected downgrades, suspensions or withdrawals of credit ratings assigned to the Issuer and/or the Notes, or changes in methodology used to determine these credit ratings, could cause the liquidity or trading prices of the Notes to decline significantly. In addition, any uncertainty about the extent of any anticipated changes to the credit ratings assigned to the Issuer and/or the Notes may adversely affect the liquidity or market value of the Notes. If the ratings of the Issuer and/or the Notes were to be subsequently lowered, this may have a negative impact on the trading price of the Notes.

Furthermore, a change in, or clarification to, the rating methodology of the Rating Agency becoming effective after the Issue Date may entitle the Issuer to redeem the Notes as a Rating Agency Event which may have a negative impact on the trading price of the Notes or a Noteholders expected return from its investment in the Notes.

In addition, rating agencies other than Moody's could seek to rate the Notes and if such unsolicited ratings are lower than the comparable rating assigned to the Notes by Moody's, those unsolicited ratings could have an adverse impact on the value and marketability of the Notes.

27 May 2021

2. CERTAIN INFORMATION WITH REGARD TO THE PROSPECTUS

This Prospectus has been drawn up in conformity with Annex 7 and Annex 15 of the Delegated Prospectus Regulation. In this Prospectus, the "Enlarged Group" refers to, as the context may require: (i) the Tryg Group and the Tryg Group's interest in RSA Scandinavia (approximately 89.3%) for the period prior to completion of the Demerger and (ii) the Tryg Group, Trygg-Hansa, Codan Norway and the Tryg Group's 50% interest in Codan Denmark following completion of the Demerger.

No representation or warranty, expressed or implied, is made by the Joint Lead Managers, as to the accuracy or completeness of any information contained in this Prospectus and no Joint Lead Manager accepts any responsibility as to the accuracy or completeness of the information contained in this Prospectus.

27 May 2021

3. RESPONSIBILITY STATEMENT

3.1 The Issuer's responsibility

Tryg Forsikring A/S is responsible for this Prospectus in accordance with Danish law.

27 May 2021

3.2 Statement

We hereby declare, as the persons responsible for this Prospectus on behalf of Tryg Forsikring A/S in our capacity as members of the Supervisory Board and the Executive Board of Tryg Forsikring A/S (company registration no. 24 26 06 66), that to the best of our knowledge, the information contained in this Prospectus is in accordance with the facts and that this Prospectus makes no omission likely to affect its import.

We furthermore declare that this Prospectus has been approved by the DFSA as competent authority under the Prospectus Regulation. The DFSA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of Tryg Forsikring A/S that is the subject of this Prospectus or be considered as an endorsement of the quality of the Notes that are the subject of this Prospectus. Prospective investors should make their own assessment as to the suitability of investing in the Notes. This Prospectus has been drawn up in conformity with Annex 7 and Annex 15 of the Delegated Prospectus Regulation.

Ballerup, 27 May 2021

Tryg Forsikring A/S

Supervisory Board

| Jukka Pekka Pertola
Chairman | Torben Henning Nielsen
Deputy Chairman | Gunnar Elias Bakk
Board member |
| --- | --- | --- |
| Charlotte Dietzer
Board member | Ida Sofie Jensen
Board member | Lene Skole-Sørensen
Board member |
| Mari Thjømøe
Board member | Claus Wistoft
Board member | Karen Bladt
Board member |
| Gert Ove Mikkelsen
Board member | Tina Snejbjerg
Board member | Carl-Viggo Johannes Östlund
Board member |
| Lone Møller Olsen
Board member | | |

Executive Board

| Morten Marc Hübbe
Group CEO | Barbara Plucnar Jensen
Group CFO | Lars Ulrik Bonde
Group COO |
| --- | --- | --- |

Johan Kirstein Brammer
Group CCO

27 May 2021

4. IMPORTANT NOTICE

4.1 Special notice regarding this Prospectus

The information in this Prospectus is as of the date printed on the front of the cover, unless expressly stated otherwise. The delivery of this Prospectus at any time does not imply that there has been no change in the Issuer's or the Tryg Group's business or affairs since the date hereof or that the information contained herein is correct as of any time subsequent to the date hereof.

The Notes are complex financial instruments that involve a high degree of risk. Sophisticated institutional investors generally purchase complex financial instruments as part of a wider financial structure rather than as standalone investments. They purchase complex financial instruments as a way to enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in the Notes unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor's overall investment portfolio.

Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each investor should:

have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and the risks of investing in the Notes and the information contained or incorporated by reference in this Prospectus or any applicable supplement;
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including where the currency for principal or interest payments is different from the potential investor's currency;
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Each prospective investor in the Notes must determine, based on its own independent review and such professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully consistent with its financial needs, objectives and condition, complies and is fully consistent with all investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment for it, notwithstanding the clear and substantial risks inherent in investing in or holding the Notes.

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) the Notes are legal investments for it, (2) the Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of the Notes. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

Each prospective investor should consult its own advisers as to legal, tax and related aspects of an investment in the Notes. A prospective investor may not rely on the Issuer or the Joint Lead Managers

27 May 2021

or any of their respective affiliates in connection with its determination as to the legality of its acquisition of the Notes or as to the other matters referred to above

No person has been authorised to give any information or make any representation not contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by the Joint Lead Managers or the Issuer. None of the Issuer or the Joint Lead Managers accepts any liability for any such information or representation.

The distribution of this Prospectus and the offer or sale of the Notes in certain jurisdictions is restricted by law. By investing in the Notes, investors will be deemed to have made certain acknowledgements, representations and agreements as described in this Prospectus. Prospective investors should be aware that they may be required to bear the financial risks of an investment in the Notes for an indefinite period of time. No action has been or will be taken by the Joint Lead Managers or the Issuer to permit a public offering in any jurisdiction. Persons into whose possession this Prospectus may come are required by the Joint Lead Managers and the Issuer to inform themselves about and to observe such restrictions. This Prospectus may not be used for, or in connection with, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstances in which such offer or solicitation is not authorised or is unlawful. For further information with regard to restrictions on offers and sales of the Notes and the distribution of this Prospectus, see "Selling Restrictions". This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes in any jurisdiction to any person to whom it would be unlawful to make such an offer. This Prospectus may not be forwarded, reproduced or in any other way redistributed by anyone but the Joint Lead Managers and the Issuer. Prospective investors may not reproduce or distribute this Prospectus, in whole or in part, and prospective investors may not disclose the content of this Prospectus or use any information herein for any purpose other than considering the purchase of Notes. Prospective investors agree to the foregoing by accepting delivery of this Prospectus.

4.2 Special notice regarding RSA Scandinavia

This Prospectus contains certain information pertaining to the commercial, financial, operational and legal position of RSA Scandinavia, Trygg-Hansa and Codan Norway, Codan Denmark and other entities within the RSA Group which Tryg has received from the RSA Group and/or which has been extracted from publications, reports and other documents prepared by the RSA Group. While the Issuer can confirm that any information received from the RSA Group and/or extracted from publications prepared by the RSA Group has been accurately described and reproduced, the Issuer has not independently verified and consequently cannot give any assurances as to the accuracy of the information as presented in this Prospectus which has been received from, or has been extracted from publications, reports or other documents prepared by, the RSA Group.

4.3 Special notice regarding forward-looking statements

Certain statements in this Prospectus constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and the Tryg Group's and the Enlarged Group's anticipated or planned financial and operational performance. The words "targets", "believes", "expects", "aims", "intends", "plans", "seeks", "will", "may", "might", "anticipates", "would", "could", "should", "estimates" or similar expressions or the negatives thereof, identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements appear in a number of places in this Prospectus, including, without limitation, under the headings "Risk Factors" and "Business of the Tryg Group" and include, among other things, statements addressing matters such as:

Expectations regarding regulatory and competition approvals required prior to completion of the Acquisition;
The anticipated benefits and cost synergies resulting from the integration of Trygg-Hansa and Codan Norway into the Enlarged Group;

27 May 2021

The future impact of economic, political and other developments outside of the Issuer's control on the Enlarged Group's business, financial condition, results of operations and prospectus, including as a result of COVID-19 and severe weather;
The Issuer's expectations regarding profitability initiatives relating to its Corporate operating segment;
The Issuer's expectations regarding the implementation of Guidewire and any other technological upgrades including with regards to the integration of Trygg-Hansa and Codan Norway;
Expectations regarding customer retention levels in Denmark, Sweden and Norway;
Expectations regarding the adequacy of underwriting assumptions going forward and trends and other variable factors impacting claims calculations;
The Issuer's expectations regarding achievement of its strategic initiatives and broader strategy (including realising synergies from the Acquisition);
Expectations regarding the development of legal proceedings; and
Estimates of expenses, future revenue and capital requirements.

Although the Issuer believes that the expectations reflected in these forward-looking statements are reasonable as of the date of this Prospectus, such forward-looking statements are based on the Issuer's current expectations, estimates, forecasts, assumptions and projections about the Tryg Group's and the Enlarged Group's business and the industry in which the Tryg Group and the Enlarged Group operate are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other important factors beyond the Tryg Group's and the Enlarged Group's control that could cause the Tryg Group's and the Enlarged Group's actual results, performance, achievements or industry results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include the risks mentioned in the section "Risk Factors".

Should one or more of these risks or uncertainties materialise, or should any underlying assumptions prove to be incorrect, the Tryg Group's and the Enlarged Group's actual financial condition, cash flow or results of operations could differ materially from what is described herein as anticipated, believed, estimated or expected. The Issuer urges prospective investors to read the sections: "Risk Factors" and "Business of the Tryg Group" for a more complete discussion of the factors that could affect the Tryg Group's and the Enlarged Group's future performance and the market in which it operates.

These forward-looking statements speak only as of the date of this Prospectus.

The Issuer does not intend, and does not assume, any obligations to update any forward-looking statements contained herein, except as may be required by law. All subsequent written and oral forward-looking statements attributable to the Issuer or to persons acting on its behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained in this Prospectus.

27 May 2021

INFORMATION ABOUT THE ISSUER

5.1 Name and legal entity

The name, address and telephone number of the Issuer is:

Tryg Forsikring A/S
Klausdalsbrovej 601
DK-2750 Ballerup
Telephone: +45 70 11 20 20
Website: www.tryg.dk

The information included on the Issuer's website does not form part of and is not incorporated by reference into this Prospectus, unless specifically stated in "Additional Information—Information incorporated by reference".

The Issuer's registered office is in the municipality of Ballerup. The Issuer was incorporated as a public limited liability company under the laws of Denmark on 15 August 1997. The Issuer is registered with the Danish Business Authority under company registration number 24 26 06 66 and has legal entity identifier number 213800BIA5L8OPBER229.

27 May 2021

6. PRESENTATION OF FINANCIAL INFORMATION

6.1 Introduction

The table below summarises the financial information included in this Prospectus, including as incorporated by reference. Financial information in this Prospectus consists of or is derived from the documents listed in the table below.

Financial information for previously reported financial years and interim periods by Tryg or the Issuer may deviate from subsequently released financial information including as a result of the subsequent retrospective implementation of changes in accounting policies and other adjustments with retrospective effect in accordance with IFRS.

The consolidated financial statements of the Tryg Group and the Issuer, respectively, are prepared in accordance with IFRS as adopted by the EU and in accordance with the Danish Executive Order no. 1306 of 16 December 2008 on the application of international accounting standards for companies comprised by the Danish Financial Business Act (the "Danish Executive Order on Adoption of IFRS").

Financial information about:	Financial information (included elsewhere in this Prospectus or incorporated by reference)	Accounting principles/ basis of preparation
The Tryg Group	Audited consolidated financial statements as at and for each of the years ended 31 December 2020 and 2019 audited by Deloitte Statsautoriseret Revisionspartnerselskab.	IFRS as adopted by the EU
The Issuer	Audited consolidated financial statements as at and for each of the years ended 31 December 2020 and 2019 audited by Deloitte Statsautoriseret Revisionspartnerselskab.	IFRS as adopted by the EU

6.2 Presentation of financial information for the Tryg Group and the Issuer

This Prospectus incorporates by reference:

the Tryg Group's consolidated financial statements (including the notes thereto) as at and for each of the years ended 31 December 2020 and 2019, which were prepared by the Tryg Group in accordance with IFRS as adopted by the EU and in accordance with the Danish Executive Order on Adoption of IFRS and audited by Tryg's independent auditor for the relevant financial years, Deloitte Statsautoriseret Revisionspartnerselskab (the "Tryg Audited Consolidated Financial Statements"); and
the Issuer's consolidated financial statements (including the notes thereto) as at and for each of the years ended 31 December 2020 and 2019, which were prepared by the Issuer in accordance with IFRS as adopted by the EU and in accordance with the Danish Executive Order on Adoption of IFRS and audited by the Issuer's independent auditor for the relevant financial years, Deloitte Statsautoriseret Revisionspartnerselskab (the "Issuer Audited Consolidated Financial Statements")

(the Tryg Audited Consolidated Financial Statements and the Issuer Audited Consolidated Financial Statements, including, in each case, the auditor's report thereon, are incorporated into this Prospectus by reference, see "Additional information—Information incorporated by reference"). References in this Prospectus to the Tryg Group's and the Issuer's respective accounting policies refer to the

27 May 2021

accounting policies applied in the Tryg Group's or (as applicable) the Issuer's consolidated financial statements as at and for the year ended 31 December 2020.

This Prospectus further incorporates by reference the Tryg Group's interim report for the financial quarter ended 31 March 2021. The interim report has not been audited by Tryg's independent auditor for the relevant financial quarter, Deloitte Statsautoriseret Revisionspartnerselskab.

6.3 Key ratios

The Tryg Group and the Issuer prepares its respective consolidated financial statements in accordance with IFRS as adopted by the EU and additional Danish disclosure requirements for financial companies pursuant to the Danish Executive Order on Adoption of IFRS.

The non-IFRS financial measures presented herein are not measures of financial performance under IFRS, as adopted by the EU, but are measures that are defined under other accounting frameworks (Key ratios). The measures defined and used by management may not be indicative of historical operating results, nor are such measures meant to be predictive of future results. The Issuer has presented these measures in this Prospectus because it considers them an important supplemental measure of its performance and believes that they are widely used by investors in comparing performance between companies in the insurance industry.

However, not all companies may calculate the alternative financial measures in the same manner or on a consistent basis, and, as a result, the presentation thereof may not be comparable to measures used by other companies under the same or similar names. Accordingly, undue reliance should not be placed on the alternative financial measures contained in this Prospectus and they should not be considered as a substitute for revenue, cash and cash equivalents or other financial measures computed in accordance with IFRS, as adopted by the EU or frameworks applied for key ratios.

The key ratios are calculated in accordance with the Danish Executive Order no. 937 of 27 July 2015 on financial reports for insurance companies and multi-employer occupational pension funds, as amended, or defined by management as alternative performance measures.

Key ratios in accordance with the Danish Executive Order no. 937 of 27 July 2015 on financial reports for insurance companies and multi-employer occupational pension funds, as amended.

The following financial measures included in this Prospectus are not measures of financial performance or liquidity under IFRS, as adopted by the EU but are calculated under the frameworks described above:

Gross premium income

Gross premium income, as calculated by the Tryg Group, represents gross premium written adjusted for change in gross premium provisions, less bonuses and premium discounts.

Gross claims ratio

Gross claims ratio, as calculated by the Tryg Group, represents gross claims divided by gross premium income.

Net reinsurance ratio

Net reinsurance ratio, as calculated by the Tryg Group, represents profit or loss from reinsurance divided by gross premium income.

27 May 2021

Claims ratio, net of ceded business

Claims ratio, net of ceded business, as calculated by the Tryg Group, represents the sum of the gross claims ratio and net reinsurance ratio.

Gross expense ratio

Gross expense ratio, as calculated by the Tryg Group, represents gross insurance operating costs divided by gross premium income.

Combined ratio

Combined ratio, as calculated by the Tryg Group, represents the sum of the gross claims ratio, the net reinsurance ratio and the gross expense ratio.

Return on equity after tax

Return on equity after tax, as calculated by the Tryg Group, represents profit for the year after tax divided by average equity.

6.4 Rounding adjustments

Rounding adjustments have been made in calculating some of the financial information included in this Prospectus. As a result, figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that precede them.

27 May 2021

7. DESCRIPTION OF THE TRANSACTION

7.1 Overview

Transaction structure

On 18 November 2020, Tryg announced that it had agreed to the terms of a proposed transaction with Intact, Intact Bidco (a wholly-owned subsidiary of Intact) and RSA pursuant to which the intention is for:

Intact Bidco to acquire the entire issued and to be issued share capital of RSA in accordance with the UK Takeover Code (the "Acquisition");
RSA Scandinavia to be separated from the RSA Group (the "Scandinavia Carve-Out") upon completion of the Acquisition ("Completion"); and
following Completion and the Scandinavia Carve-Out, a full demerger of Codan Forsikring A/S to take place pursuant to which the Swedish and Norwegian businesses of RSA Scandinavia (being Trygg-Hansa and Codan Norway) would be demerged into the Issuer, and the Danish business of RSA Scandinavia (being Codan Denmark) would be demerged into NewCo resulting in the Danish business of RSA Scandinavia (being Codan Denmark) being co-owned by Intact and Tryg on a 50/50 economic basis (the "Demerger", with the Demerger and the Scandinavia Carve-Out together referred to as the "Separation").

The Acquisition and the Scandinavia Carve-Out are expected to complete during the second quarter of 2021 with the Demerger expected to be finalised during the first quarter of 2022.

Summaries of the material contracts governing the Transaction are contained in this Prospectus under the heading "Material Contracts".

RSA Scandinavia

As set out above and described in more detail below, the intention is for RSA Scandinavia to be separated from the RSA Group upon Completion applying a number of separation principles as set out in the Separation Agreement.

The RSA Group assets and liabilities (including the RSA Group pension scheme liabilities and the liabilities of the RSA Group in respect of certain floating rate restricted Tier 1 notes) other than RSA Scandinavia will continue to be entirely held by RSA (and therefore indirectly by Intact Bidco) following Completion.

RSA Scandinavia consists of all of the assets and liabilities of Codan A/S and its Subsidiaries (including the branches of such Subsidiaries) and associated entities, primarily being:

(i) Codan A/S, the ultimate parent entity of RSA Scandinavia, which owns 100% of the shares in Codan Forsikring A/S;
(ii) Codan Denmark;
(iii) Codan Norway; and
(iv) Trygg-Hansa.

For additional details on the entities listed above, see "Description of the Transaction—Additional information on the entities of RSA Scandinavia". The Separation Agreement includes a number of provisions more specifically allocating the assets and liabilities of the RSA Group and RSA Scandinavia as between Intact, Tryg, Codan Denmark, Codan Norway and Trygg-Hansa (as further described below).

27 May 2021

The following chart sets out the simplified group structure of RSA Scandinavia envisaged immediately following the Scandinavia Carve-Out with, as described in more detail below, the intention for Codan A/S to be owned by ScandiJVCo which is and will be at such point in time jointly owned directly or indirectly by Intact and Tryg.

Figure 1 Simplified group structure of RSA Scandinavia envisaged immediately following the Scandinavia Carve-Out

As noted above and described in more detail below, Codan A/S, Codan Norway and Trygg-Hansa will be transferred to the Tryg Group pursuant to the Demerger, with Codan Denmark being co-owned by Intact and Tryg on a 50/50 economic basis.

Further, whilst Tryg and Intact have agreed to use reasonable endeavours to close or dispose of the US branch of Codan Forsikring A/S, if not closed or disposed of prior to the signing of the plan to complete the Demerger, such US branch will form part of Codan Denmark and will not transfer to the Tryg Group as part of the Demerger. Alternatively, if such allocation to Codan Denmark, based on Intact's and Tryg's reasonable assessment, would delay, impede or otherwise restrict the implementation of the Demerger, Intact will acquire such US branch while sharing the economic risk on a 50/50 basis with Tryg on an ongoing basis (following the Demerger, however, the Tryg Group shall have no legal ownership of the US branch).

Tryg's consortium partner

Tryg announced the Transaction alongside Intact, Intact Bidco and RSA on the terms further described below.

Intact has reported that it is the largest provider of property and casualty (P&C) insurance in Canada and a leading provider of specialty insurance in North America, with CAN$12 billion in total annual direct premiums written. It has over 16,000 employees who serve more than five million personal, business and public sector clients through offices in Canada and the United States. In Canada, Intact distributes insurance under the Intact Insurance brand through a wide network of brokers, including its wholly-owned subsidiary BrokerLink, and directly to consumers through its belairdirect brand. Its subsidiary Frank Cowan Company, a leading Managing General Agent (MGA), distributes public entity insurance programs, including risk and claims management services in Canada. In the United States, Intact Insurance Specialty Solutions provides a range of specialty insurance products and services sold through independent agencies, regional and national brokers, and wholesalers and managing general agencies. Products are underwritten by the insurance company subsidiaries of Intact Insurance Group USA, LLC.

27 May 2021

Intact Holdco is a wholly-owned indirect subsidiary of Intact and directly holds the entire issued share capital of Intact Bidco. Intact Holdco is a private limited company incorporated and registered in Alberta, Canada.

Intact Bidco is a wholly-owned direct subsidiary of Intact Holdco, and in turn, a wholly-owned indirect subsidiary of Intact. Intact Bidco is a private limited company incorporated in England and Wales and has been established for the sole purpose of the Acquisition. Intact Bidco has not traded since incorporation, nor has it entered into any contracts or incurred any obligations, other than in connection with the Transaction.

7.2 The Acquisition

Consideration

The Acquisition is expected to be effected by way of a court-sanctioned scheme of arrangement governed by English law between RSA and its shareholders. Under the terms of the Acquisition, RSA shareholders will be entitled to receive 685 pence in cash for each RSA share. The cash consideration (which excludes an interim dividend of 8 pence per RSA share paid on 4 December 2020) under the terms of the Acquisition values the entire issued and to be issued share capital of RSA at approximately £7.2 billion on a fully diluted basis. The cash consideration comprises approximately £4.2 billion to be contributed by Tryg indirectly through Intact Bidco for Codan Norway, Trygg-Hansa and Tryg's 50% economic interest in Codan Denmark and approximately £3.0 billion to be contributed by Intact through Intact Bidco.

Tryg financing

To finance its contribution to the cash consideration for the Acquisition, Tryg has completed the Offering. The proceeds of the Offering (gross proceeds amount to DKK 37,013 million) will be used to pay the consideration under the Tryg SPA, which is described below in further detail.

Intact financing

The cash consideration payable for the Acquisition by Intact through Intact Bidco (totalling approximately £3.0 billion) will be funded by a combination of:

(i) Intact bridge facilities with aggregate total commitments of approximately £245.7 million (reduced from £1,465 million following the closing of the Bought Deal Private Placement, the MTN Private Placements, and the Subordinated Notes Private Placement as defined below) (the "Intact Bridge Facilities");

(ii) a £350 million term loan facility (the "Intact Term Loan Facility");

(iii) private placements with three cornerstone investors whereby the cornerstone investors have purchased subscription receipts of Intact for aggregate proceeds of CAN$3.2 billion;

(iv) a private placement on "bought deal" basis pursuant to an underwriting agreement between Intact and a group of underwriters led by CIBC World Markets Inc. and Barclays Capital Canada Inc., for the issuance of subscription receipts of Intact for aggregate gross proceeds of CAN$1.247 billion (the "Bought Deal Private Placement");

(v) private placements of CAN$300 million principal amount of Series 9 1.928% fixed rate unsecured medium term notes due 16 December 2030 and CAN$300 million principal amount of Series 10 2.954% fixed rate unsecured medium term notes due 16 December 2050 (together, the "MTN Private Placements"); and

(vi) a private placement of CAN$250 million principal amount of 4.125% fixed-to-fixed subordinated notes, series 1, due 31 March 2081 (the "Subordinated Notes Private Placement").

Conditions

The Acquisition was subject to a number of conditions which included:

27 May 2021

receipt of the required competition approvals from the Danish Competition and Consumer Authority, the Canadian Competition Bureau, the Swedish Competition Authority and the Norwegian Competition Authority (and confirmation from the Saudi General Authority for Competition that competition approval is not deemed necessary);
receipt of the required regulatory clearances to implement the Acquisition, including from the DFSA, the SFSA and the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, and regulatory clearances in each of Canada, Ireland, Luxembourg, Guernsey, Brazil, Bahrain and the Isle of Man (and confirmation that such regulatory clearances are not required in the United Arab Emirates, Oman or in Saudi Arabia);
passing of the Tryg shareholder resolutions necessary to implement the Offering (which condition was satisfied on 18 December 2020);
approval of the Scheme to implement the Acquisition by the requisite majority of eligible RSA shareholders at a meeting of RSA shareholders convened by the court (which condition was satisfied on 18 January 2021);
the resolutions necessary to implement the Scheme and the re-registration of RSA being duly passed by the requisite majority of eligible RSA shareholders at the RSA general meeting (which condition was satisfied on 18 January 2021);
implementation of the Offering and the admission of the New Tryg Shares to trading on Nasdaq Copenhagen pursuant to the Offering becoming effective in accordance with applicable Danish law and the Nasdaq Nordic Main Market Rulebook for Issuers of Shares, and the admission of such New Tryg Shares to listing and trading becoming effective on Nasdaq Copenhagen under the existing ISIN code of the Existing Tryg Shares;
sanction of the Scheme by the High Court of Justice in England and Wales (the "Court"); and
re-registration of RSA as a private limited company.

As at the date of this Prospectus, all of the above conditions have been satisfied.

The Acquisition is intended to be effected by Intact Bidco as the sole offeror for the purposes of the UK Takeover Code. Intact Bidco will therefore acquire the RSA shares upon Completion with Tryg only acquiring an interest in RSA Scandinavia following completion of the Scandinavia Carve-Out with Tryg's full legal ownership of Trygg-Hansa and Codan Norway to follow pursuant to the Demerger as set out below.

Terms of the Acquisition

In respect of the implementation of the Acquisition, Tryg has negotiated a number of rights pursuant to two of the main contracts governing the Transaction, namely the Collaboration Agreement and the Co-operation Agreement.

Under the Collaboration Agreement, Intact Bidco, Intact and Tryg have agreed (amongst other matters) to co-operate to implement the Acquisition. The Collaboration Agreement also contains restrictions on the actions relating to the Acquisition that may be taken by Intact Bidco without Tryg's consent.

Pursuant to the Co-operation Agreement between RSA, Intact, Intact Bidco and Tryg, the parties have agreed (amongst other matters): (i) to co-operate and provide each other with reasonable information, assistance and access in relation to the filings, submissions and notifications to be made to regulatory authorities in connection with the Transaction and/or the Acquisition Completion Holding Structure (as defined below), as relevant; (ii) certain provisions that will apply in respect of the existing RSA share plans, including that RSA can continue to operate its share plans in the ordinary course and that amendments to the share plans can be made if required for the Transaction; (iii) certain

27 May 2021

other arrangements regarding employment matters and employee incentives, including Intact Bidco, Tryg and Intact committing (except where prohibited by mandatory regulatory requirements) to maintain for a period of 12 months from Completion: (a) the same base salary and incentive opportunities (other than retention awards) which, taken as a whole, were provided to each RSA employee prior to Completion; (b) benefits and allowance packages which, taken as a whole, are at least substantially comparable to those in place for each RSA employee prior to Completion; and (c) in respect of qualifying terminations, applicable redundancy and severance payments, benefits and arrangements that are no less favourable than those set out in RSA's existing redundancy practices; and (iv) that the Scheme can only be switched to a takeover offer governed by English law with RSA's consent.

7.3 The Separation

Overview of the Separation

The Separation is expected to be achieved through the implementation of the Scandinavia Carve-Out and the Demerger on the basis as set out below.

The Separation Agreement sets out a framework for the implementation of the Separation and the allocation of the assets, costs and liabilities of the RSA Group between Intact and Tryg (in particular providing a detailed framework in respect of the allocation of the assets, costs and liabilities of RSA Scandinavia between Codan Denmark, Trygg-Hansa and Codan Norway as outlined above).

The Separation Agreement contains an acknowledgement by the parties that it has been prepared on the basis of limited due diligence information in respect of the RSA Group. The final form of the implementation of the Separation is, therefore, expressly subject to change pursuant to the terms of the Separation Agreement with, for example, Tryg having the right to vary the legal steps to give effect to the Demerger to the extent that such variation would not be likely to prejudice Intact's legitimate interests.

Intact and Tryg are also required to use reasonable endeavours to agree, implement and give effect to alternative steps to implement the Separation to the extent required to reflect their overall commercial intent if it becomes apparent, in the reasonable opinion of Intact or Tryg, that any of the steps envisaged as at the date the Separation Agreement was entered into cannot be implemented due to or without giving rise to legal impediment, material adverse financial consequences, restrictions in any existing financing arrangements, material adverse fiscal consequences or material adverse regulatory consequences. More generally, Intact and Tryg are required to co-operate in good faith with one another to give effect to the spirit of the Separation Agreement and to agree and develop a detailed indicative timetable prior to Completion for effecting the Demerger and the other steps relating to the Separation (including devoting internal and external resources as are reasonably necessary to achieve the separation of the assets and liabilities of Codan Denmark, Trygg-Hansa and Codan Norway in an expedient manner), all of which steps are required to be implemented as soon as practicable after Completion.

Part 1 of the Separation - the Scandinavia Carve-Out

Upon Completion, it is intended that the Scandinavia Carve-Out will take place. The purpose of the Scandinavia Carve-Out is to separate RSA Scandinavia from the remainder of the RSA Group.

The Scandinavia Carve-Out is expected to be implemented through the contribution in kind of Codan A/S (the holding company of RSA Scandinavia) by Royal International Insurance Holdings Limited to ScandiJVCo. In consideration for the contribution of Codan A/S, ScandiJVCo will issue shares to Royal International Insurance Holdings Limited, and subsequently there will be a transfer of those shares in ScandiJVCo to Intact Holdco (an indirect subsidiary of Intact) and Tryg.

Specifically, the intention is for Tryg to pay its contribution of the cash consideration for the Acquisition at Completion (approximately £4.2 billion) and for Intact Holdco to transfer a proportion of the newly

27 May 2021

issued shares in the capital of ScandiJVCo to Tryg (the "Tryg Consideration Shares") to be calculated pursuant to the Tryg SPA. The payment and the transfer of Tryg Consideration Shares envisaged by the Tryg SPA are subject to a number of conditions including:

Completion having occurred;
the delivery by Intact Holdco to Tryg of a warranty certificate; and
an amount in sterling equal to Tryg's contribution to the cash consideration for the Acquisition being held in a designated escrow account on terms that the funds in the escrow account will be held for the benefit of Intact Holdco (with Intact Holdco being entitled to direct the payment of such funds) from Completion.

Subject to the above conditions and Intact Holdco having become the legal holder of the Tryg Consideration Shares, Intact Holdco will transfer the Tryg Consideration Shares to Tryg simultaneously with or as soon as possible after Completion and the escrow agent under the escrow agreement entered into between Tryg, Intact, Intact Holdco, Danske Bank and Barclays Bank PLC (the "Escrow Agreement") will release Tryg's contribution to the cash consideration for the Acquisition to an account elected by Intact Holdco.

As shown in the structure chart below, following the Scandinavia Carve-Out, it is intended that an intragroup reorganisation will take place, resulting in a structure in which ScandiJVCo holds Codan A/S (the holding company of RSA Scandinavia), and in turn ScandiJVCo is expected to be held directly or indirectly c.89.3% by Tryg and c.10.7% by Intact Holdco (the "Acquisition Completion Holding Structure").

27 May 2021

Figure 2 Intended intra - group reorganisation structure following the Scandinavia Carve-Out

Pursuant to the Separation Agreement, a number of additional steps are also intended to be implemented alongside the Scandinavia Carve-Out including Intact procuring (subject to applicable laws and to the extent within its power) that the DKK 2,500,000,000 Floating Rate Subordinated Notes due 31 May 2047 issued by Codan A/S (the amount of the Floating Rate Subordinated Notes was DKK 3,500,000,000 at the date of the Separation Agreement and DKK 1,000,000,000 was repaid in December 2020) are capitalised for new shares in Codan A/S (or otherwise addressed in a manner acceptable to Intact and Tryg).

Part 2 of the Separation - the Demerger

Once the Scandinavia Carve-Out has occurred, it is intended that the Demerger will be initiated. The purpose of the Demerger is to provide Tryg with sole legal ownership of Trygg-Hansa and Codan Norway with Intact and Tryg continuing following the Demerger to co-own Codan Denmark (through each indirectly holding 50% of the share capital of NewCo) on a 50/50 economic basis. The Demerger is intended to be completed during the first quarter of 2022. As more fully explained below, such a

27 May 2021

structure for co-owning Codan Denmark on a 50/50 economic basis is required in order to ensure compliance with relevant competition laws.

Intact and Tryg have agreed in the Separation Agreement the legal steps expected to be undertaken in order to implement the Demerger. Such steps include the agreement and execution of the final form of a demerger plan to give effect to the Demerger, with an accounting effect (unless otherwise agreed between Intact and Tryg) as at 1 January 2021, along with the obtaining of the regulatory approvals for the portfolio transfers and qualifying holding applications required for the implementation of the Separation to the extent such approvals have not been obtained upon Completion. The Separation Agreement also provides for additional steps expected to be required to give effect to the intended post-Demerger structure, including the intention for Codan A/S to distribute its shares in NewCo to ScandiJVCo, with ScandiJVCo subsequently buying back or buying back and cancelling all shares in ScandiJVCo held by ScandiJVCo2, using the shares in NewCo as consideration (the "Share Cancellation").

Under the Separation Agreement, Intact and Tryg have also agreed a number of preparatory steps to the Demerger intended to be implemented, including for: (i) Codan Forsikring A/S to distribute to Codan A/S the loan receivable of approximately DKK 500,000,000 (the loan was for DKK 1,000,000,000 at the date of the Separation Agreement and 50% was repaid in December 2020) owed to it by Codan A/S; (ii) ScandiJVCo to incorporate NewCo (which was incorporated on 21 December 2020) and to seek approval from the DFSA for NewCo to be a non-life insurance company (with a view to NewCo ultimately acquiring the Danish assets and liabilities of Codan Forsikring A/S pursuant to the Demerger); (iii) NewCo to be contributed to Codan A/S, and (iv) the parties to complete any mandatory consultations with Codan Forsikring A/S' employees in Denmark, Norway and Sweden.

The following diagram shows the legal steps of the Demerger and the Share Cancellation as agreed in the Separation Agreement. Tryg and Intact are assessing whether the Demerger should be carried out as a partial demerger of Codan Forsikring A/S pursuant to which the Danish business (being the assets, liabilities and activities of Codan Denmark) would be demerged into NewCo and the remaining part of Codan Forsikring A/S, being the Swedish and Norwegian businesses of RSA Scandinavia (Trygg-Hansa and Codan Norway) would be merged with the Issuer instead of a full demerger of Codan Forsikring A/S. Such change would not affect details of the structure included in this Prospectus.

27 May 2021

Figure 3 Anticipated Legal Steps for the Demerger and the Share Cancellation

Governance of RSA Scandinavia pending completion of the Demerger

Pursuant to the Separation Agreement, Intact, Intact Holdco, Tryg and ScandiJVCo2 (in its capacity as shareholder of ScandiJVCo) have committed to entering into the agreed form Shareholders' Agreement at Completion.

Pursuant to the Separation Agreement and the Shareholders' Agreement, after Completion and prior to the delivery of sole legal ownership of Trygg-Hansa and Codan Norway to Tryg pursuant to the Demerger, and subject to applicable law (including competition law), it is envisaged that Tryg will enjoy all benefits and risk of Trygg-Hansa and Codan Norway including by having sole control of their daily and long-term operations pursuant to the Shareholders' Agreement. Tryg's rights in respect of the governance of Trygg-Hansa and Codan Norway post-Completion are envisaged to include having the right to decide on new business plans and budgets, appointing and removing directors to the Swedish branch within RSA Scandinavia and taking any actions to promote the success of the businesses, unless taking any such action could be reasonably expected to materially interfere with the management or operations of Codan Denmark. This is the case notwithstanding the fact that sole legal ownership of Trygg-Hansa and Codan Norway will not be delivered to Tryg until the Demerger. This contractual right of control will need to be implemented in a manner which ensures that the board and management of Codan Forsikring A/S will have the required insight to Trygg-Hansa and Codan Norway allowing them to comply with their regulatory obligations to supervise the operations of the whole of Codan Forsikring A/S. Further, material decisions relating to Trygg-Hansa and Codan Norway decided by the Tryg Group will also need to be confirmed by Codan Forsikring A/S before being implemented, with the Intact Group's consent also required for certain matters including any resolution to distribute dividends from RSA Scandinavia. Bank secrecy and data protection laws will also restrict sharing of information between the Tryg Group and Trygg-Hansa and Codan Norway until completion of the Demerger. Accordingly, while the Tryg Group will have control of Trygg-Hansa and Codan Norway, full and unrestricted control will not be possible until completion of the Demerger.

27 May 2021

Further, the method and procedures relating to the implementation of the Tryg Group's control may be amended as a result of discussions with or requirements from the DFSA, the NFSA and/or the SFSA.

In respect of Codan Denmark, it is intended that Intact and Tryg will co-own Codan Denmark on a 50/50 economic basis. During the 12 month period following Completion, it is intended that Tryg will indirectly have 50% of the voting rights (through ScandiJVCo and ScandiJVCo2), however, Tryg's ability to exercise such voting rights will be restricted, and could be further restricted, so as to ensure compliance with competition law. Following the date that is 12 months from Completion, it is intended that Intact will, again so as to ensure compliance with competition law, continue to co-own Codan Denmark with Tryg on a 50/50 economic basis, but will have sole control of Codan Denmark with Tryg's rights being reduced to minority shareholder protection rights.

Throughout the period of indirect ownership of Codan Denmark by Intact and Tryg, Tryg will not be permitted to make unilateral decisions in respect of Codan Denmark including any resolution to distribute dividends. Tryg is intended to have certain protections to reflect its economic interest in Codan Denmark including: (i) certain veto rights over material business decisions (such materiality being set at a level so as not to interfere with Intact's ability to manage Codan Denmark in the ordinary course); (ii) Intact procuring the appointment of independent directors on the boards of Codan Denmark entities (with certain key decisions requiring majority approval including at least two-thirds of such independent directors); (iii) the establishment of an advisory council to assist Codan Denmark with its decision-making; and (iv) certain parameters having to be applied for any disposal process in respect of Codan Denmark (including required terms for any disposal relating to the form and timing of consideration, conditions, liability and other matters), albeit the scope of such protections are again limited and could be further limited to ensure compliance with competition law.

See "Risk Factors—The Tryg Group has very limited rights to terminate the Acquisition or adjust the purchase price for RSA Scandinavia even if there is a decline in value of RSA Scandinavia or regulators impose additional requirements on the Acquisition affecting value" and "Risk Factors—The Tryg Group may realise a loss on its investment in Codan Denmark".

Further, throughout the period of indirect ownership of Codan Denmark by Intact and Tryg, Intact will be responsible for managing Codan Denmark. In this regard, Intact confirmed when announcing the Transaction that it intends to support Codan Denmark in continuing its positive trajectory, whilst it assesses strategic alternatives for the business (which may include exploring a sale if there is compelling interest from potential buyers or an IPO). Tryg has confirmed that it would be supportive of a sale process (if there is compelling interest from potential buyers) or an IPO being undertaken by Intact.

Wider terms of the Separation

The Separation Agreement sets out a general principle that assets, costs and liabilities are allocated based on the general ledger of the relevant geographies as at and following 30 June 2020 with supporting provisions in respect of rectifying any unintended capital leakage between the respective perimeters following such date.

Additional specific allocations, however, overlay these general principles, including with respect to the: (i) reallocation of excess solvency capital from Codan Denmark on the one hand to Trygg-Hansa and Codan Norway on the other hand (subject to certain limits and conditions); (ii) allocation of the cost of the interim dividend of 8 pence per RSA share (paid on 4 December 2020) between Intact and Tryg; (iii) treatment of reinsurance arrangements (where the overall objective is to put in place independent reinsurance arrangements, and in furtherance of that objective, to ensure reinsurance arrangements with third party reinsurers will continue post-Completion); (iv) intellectual property (where Intact and Tryg have agreed to put in place licence agreements to reflect specific arrangements in respect of the exploitation and use of certain brands, trademarks and domain names); (v)

27 May 2021

proposals for the US branch of Codan Forsikring A/S (as referenced above); and (vi) allocation of specific costs arising from the wider transaction in respect of RSA Scandinavia (where Intact and Tryg have agreed, for example, that the costs which arise in connection with the incorporation and audit of ScandiJVCo and ScandiJVCo2 should be borne $78\%$ by Trygg-Hansa and Codan Norway and $22\%$ by Codan Denmark and any Acquisition costs incurred by RSA between 30 June 2020 and Completion in order to facilitate Completion should be borne $50\%$ by the Tryg Group and $50\%$ by the Intact Group).

The Separation Agreement also specifically identifies a number of steps which are expected to be taken by the parties following entry into the agreement, for example: (i) that the form of demerger plan, certain veto matters under the Shareholders' Agreement as referenced above and guidelines for the sharing of services, information and employees between Codan Denmark and Trygg-Hansa and Codan Norway are to be finalised between Tryg and Intact; and (ii) that as a result of the Separation and consequential allocation of assets and liabilities, Intact and Tryg shall use their respective reasonable endeavours to agree in good faith, following substantive due diligence, transitional arrangements to achieve business continuity in the ordinary course without unnecessary interruption, including with transitional arrangements to be provided by the RSA Group to RSA Scandinavia following Completion for this purpose.

In relation to these transitional arrangements, the agreed terms of the Separation Agreement include: (i) the likely scope of transitional services needed such as, for example, commercial, group finance, IT, HR, procurement/facilities, reinsurance, and sales and marketing; (ii) the mechanisms for agreeing other services to be included which had been omitted, and which services are to be excluded; and (iii) a template form of transitional services agreement which is consistent with such principles, and which the parties envisage to be entered into upon agreement of detailed transitional arrangements (such agreements to set out, amongst other things, the costs and specific services required). In addition, the Separation Agreement also sets out other general principles intended to ensure that the transitional arrangements are terminated as soon as possible, including the mechanisms for agreeing transition plans, and exit and migration plans.

7.4 Additional information on the entities of RSA Scandinavia

The following table sets forth certain additional details on the entities of RSA Scandinavia (as such entities are defined prior to the completion of the Demerger):

Entity Name	Country of Incorporation	Currency	Nominal Share Capital	Address	CVR / Company Registration Number
Codan Denmark comprising:
Codan Forsikring A/S (excluding Codan Norway and Trygg-Hansa)(1)	Denmark	DKK	15,000,000.00	Gammel Kongevej 60, 1850 Frederiksberg C	10529638
SOS International A/S(2)	Denmark	DKK	28,487,450.00	Nitivej 6, 2000 Frederiksberg	17013718
SOS International DK A/S(3)	Denmark	DKK	11,000,000.00	Olof Palmes Allé 18, 8200 Aarhus N	17738739
Forsikringsakademiet A/S(4)	Denmark	DKK	2,400,000.00	Rungsted Strandvej 107, 2960 Rungsted Kyst	20733616
Forsikringsselskabet Privatsikring A/S	Denmark	DKK	1,000,000.00	Gammel Kongevej 60, 1850 Frederiksberg C	25071409

27 May 2021

Codan Norway comprising:

Norwegian branch of Codan Forsikring A/S (all assets and liabilities on the general ledger)	Norway	NOK	N/A	Verkstedveien 3, 0277 Oslo	991502491
Trygg-Hansa comprising:
Swedish branch of Codan Forsikring A/S (all assets and liabilities on the general ledger)	Sweden	SEK	N/A	Fleminggatan 18, SE-106 26 Stockholm	516404-4405
Holmia Livförsäkring AB	Sweden	SEK	60,000,00 0.00	c/o Trygg-Hansa Försäkring Filial, SE-106 26 Stockholm	516401-6510
CAB Group AB(8)	Sweden	SEK	550,000.0 0	Stortorget 11 702 11 Örebro Sweden	556131-2223

(1) Unless otherwise stated in the table, the listed entities are 100% owned by Codan Forsikring A/S.
(2) Codan Forsikring A/S holds 13.04% interest in SOS International A/S.
(3) SOS International DK A/S is 100% owned by SOS International A/S.
(4) Codan Forsikring A/S holds 7.6% interest in Forsikringsakademiet A/S.
(5) Codan Forsikring A/S holds 27.27% interest in CAB Group AB.

27 May 2021

8. BUSINESS OF THE TRYG GROUP

Investors should read this "Business of the Tryg Group" in conjunction with the more detailed information contained in this Prospectus, including the financial and other information referred to in "Presentation of Financial Information—Presentation of financial information for the Tryg Group and the Issuer" and "Additional Information—Information incorporated by reference" and which is incorporated by reference into Prospectus as set out therein.

8.1 Overview

The Tryg Group is one of the largest non-life insurance companies in the Scandinavian region with strong market shares in Denmark and Norway and a solid market presence in Sweden. The Tryg Group is the third largest and, after completion of the Acquisition, is expected to be the largest, general insurer in Scandinavia, based on latest available statistics from Forsikring og Pension in relation to Denmark, Finans Norge in relation to Norway, and Svensk Försäkring in relation to Sweden. In Denmark, the Tryg Group is the leading general insurer with a market share of 22.9% based on gross premium income in 2019, the latest full year for which data are publicly available, according to Forsikring og Pension. In Norway, the Tryg Group is the fourth largest general insurer with a market share of 13.2% based on gross premiums written in 2020, according to Finans Norge (2019: 13.3%). In Sweden, the Tryg Group is the fifth largest general insurer with a market share of 3.4% based on gross premium income in 2020, according to Svensk Försäkring (2019: 3.3%).

As of 31 December 2020, the Tryg Group estimates that it provides insurance coverage to over 4 million customers, including private individuals, households, SMEs and large corporate customers (2019: approximately 4 million). As of 31 December 2020, the Tryg Group had approximately 4,400 full-time employees throughout Denmark, Norway and Sweden (2019: 4,152). For the year ended 31 December 2020, the Tryg Group had gross premiums written of DKK 23,652 million (2019: DKK 22,563 million), a profit on ordinary activities before taxation of DKK 3,541 million (2019: DKK 3,628 million), a combined ratio of 84.5% (2019: 85.1%) and a return on equity after tax of 22.5% (2019: 24.6%).

The Tryg Group's most important brands are "Tryg", under which the Tryg Group sells general non-life insurance in Denmark and Norway, "Alka" under which the Tryg Group sells general non-life insurance in Denmark, "Enter" under which the Tryg Group sells motor insurance in Norway, and "Moderna", under which the Tryg Group sells general non-life insurance in Sweden. The Tryg Group sells its broad range of general property and casualty insurance products through multiple distribution channels and primarily through direct channels, including call centres (where the Tryg Group's own customer advisers and sales agents work) and exclusive franchisee offices in Norway and Denmark. The Tryg Group also distributes through the internet, insurance intermediaries, real estate agents and car dealers. In addition, the Tryg Group has strategic partnership agreements with a number of financial institutions, trade unions, professional associations and other shared-interest or affinity groups to offer their members the Tryg Group's general non-life insurance products, including TJM, a foundation collaborating with certain civil servants' organisations, the Danish Society of Engineers, Danske Bank, UDF and the Norwegian Society of Engineers and Technology ("NITO"). The Tryg Group also has agreements with brokers in the corporate and commercial market.

The Tryg Group has three geographical segments: its Danish general insurance (which includes Danish general insurance and German, Dutch, Austrian and Finnish credit and surety insurance), Norwegian general insurance and Swedish general insurance segments which contributed 61.8% (2019: 60.7%), 28.3% (2019: 29.8%) and 9.9% (2019: 9.7%), respectively, to the Tryg Group's gross premium income as of 31 December 2020 before eliminations and discrete items.

The Tryg Group has the following operating segments:

27 May 2021

Private. Private provides a comprehensive range of general insurance products for private individuals in Denmark and Norway under the brand names "Tryg", "Alka" and "Enter Forsikring". The Tryg Group's range of general insurance products include motor, fire and contents, personal accident, travel, motorcycle, pet and health insurance. The Tryg Group's products for private individuals are distributed through the internet, call centres, its own sales agents, Alka (in Denmark), exclusive franchisees (in Norway and Denmark), car dealers, estate agents, Danske Bank branches and affinity groups such as trade unions, industry associations and strategic partnerships. As of 31 December 2020, Private had 1,344 employees (2019: 1,317). For the year ended 31 December 2020, Private had gross premiums written of DKK 12,743 million representing 56% of the Tryg Group's consolidated gross premiums written (2019: DKK 12,021 million representing 55% of the Tryg Group's consolidated gross premiums written), a technical result of DKK 2,045 million (2019: DKK 1,951 million) and a combined ratio of 83.9% (2019: 83.7%).

Commercial. Commercial provides general insurance products for SMEs in Denmark and Norway under the brand name "Tryg" and "Moderna" in Sweden. The Tryg Group's range of general insurance products include motor, fire and contents, liability, workers' compensation, travel and health insurance. The Tryg Group's products for SMEs are distributed through its own sales force, brokers, franchisees (in Norway), call centres, online and group agreements. As of 31 December 2020, Commercial had 538 employees (2019: 495). For the year ended 31 December 2020, Commercial had gross premiums written of DKK 4,430 million representing 20% of the Tryg Group's consolidated gross premiums written (2019: DKK 4,274 million representing 20% of the Tryg Group's consolidated gross premiums written), a technical result of DKK 735 million (2019: DKK 566 million) and a combined ratio of 83.3% (2019: 86.8%).

Corporate. Corporate provides general insurance products for larger businesses under the brand name "Tryg" in Denmark and Norway, "Moderna" in Sweden. In addition, credit and surety insurance is provided to larger businesses under the brand "Tryg Garanti" in Denmark, Norway, Sweden, Germany, Austria, the Netherlands and Finland. The Tryg Group's range of general insurance products include fire and contents, liability, workers' compensation, motor, cargo, personal accident/disease and group life insurance. The Tryg Group services its corporate customers with its direct sales force and via insurance brokers in Denmark and Norway, and exclusively via insurance brokers in Sweden. Customers with international insurance needs are served by Corporate. Corporate is part of the AXA Corporate Solutions global network. AXA Corporate Solutions is an AXA Group company that partners with local or regional insurance companies such as the Tryg Group to draw on their in-depth knowledge of their home insurance markets, practices and regulation. Corporate serves customers with non-Scandinavian insurance needs through AXA Corporate Solutions. Activities conducted through AXA Corporate Solutions have no effect on the balance sheet of the Tryg Group. As of 31 December 2020, the Tryg Group's Corporate operating segment had 291 employees (2019: 290). For the year ended 31 December 2020, the Tryg Group's Corporate operating segment had gross premiums written of DKK 3,876 million representing 17% of the Tryg Group's consolidated gross premiums written (2019: DKK 3,979 million representing 18% of the Tryg Group's consolidated gross premiums written), a technical result of DKK 464 million (2019: DKK 496 million) and a combined ratio of 88.0% (2019: 87.6%). The Tryg Group's Corporate operating segment had gross premium incomes of estimated DKK 130 million and DKK 160 million for the years ending 31 December 2020 and 2019, respectively, arising from AXA Corporate Solutions.

Sweden. The Tryg Group's Sweden operating segment sells general insurance products to private individuals under the brands "Moderna", "Moderna Djurförsäkringar", "Atlantica Båtförsäkring", and "Bilsport & MC specialförsäkring". The Tryg Group's range of general insurance products include motor, fire and contents, pet, child, boat and personal accident insurance. The Tryg Group's products are distributed through its own sales force, call centres, partners and online. As of 31 December 2020, the Tryg Group's Sweden operating segment had 408 employees (2019: 386). For the year ended 31 December 2020, the Tryg Group's Sweden operating segment had gross premiums written

27 May 2021

of DKK 1,604 million representing $7\%$ of the Tryg Group's consolidated gross premiums written (2019: DKK 1,521 million representing $7\%$ of the Tryg Group's consolidated gross premiums written), a technical result of DKK 268 million (2019: DKK 231 million) and a combined ratio of $83.2\%$ (2019: $84.8\%$ ).

In 2017, the Tryg Group announced the acquisition of Alka, which was then the eighth largest property and casualty insurer in Denmark (on the basis of gross premiums written) for a consideration of DKK 8.2 billion (subject to customary purchase price adjustment). The Danish Competition and Consumer Authority approved the Tryg Group's acquisition of Alka, together with certain non-structural remedies, in November 2018. Alka was included in the Tryg Group's consolidated results from 8 November 2018. Upon acquisition of Alka, the Tryg Group undertook an in-depth integration process involving 12 distinct business areas and approximately 100 people. The Tryg Group's 2019 technical result of DKK 3,237 million (2018: DKK 2,766 million) was positively impacted by the inclusion of Alka.

The Tryg Group also conducted a number of smaller opportunistic acquisitions to complement its existing Scandinavian insurance portfolio whilst deploying excess capital. These include (i) the 2017 acquisition of the insurance business of OBOS Forsikring AS ("OBOS"), Norway's largest housing developer for consideration of DKK 117 million, (ii) the 2018 acquisition of the motor insurance portfolio of the Federation of Danish Motorists ("FDM") and (iii) the 2018 acquisition of Troll Forsikring AS ("Troll") a Norwegian non-life insurance company operating primarily in the Norwegian commercial insurance market, for consideration of DKK 55 million.

The table below presents the Tryg Group's consolidated gross premium income by operating segment for the years ended 31 December 2020 and 2019.

	Year Ended 31 December	Year Ended 31 December
	2020	2019
	(DKK millions)
Private	12,743	12,021
Commercial	4,430	4,274
Corporate	3,876	3,979
Sweden	1,604	1,521
Other(1)	0	(54)
Total	22,653	21,741

(1) Amounts relating to eliminations and one-off items

See "Description of the Transaction" and "Material Contracts—Material contracts in connection with the Transaction" for additional information about the Transaction.

8.2 The Tryg Group's "Peace of Mind" approach

"Peace of mind" (tryghed) is closely connected to the Tryg Group's name and its brand, as well as to its history and its purpose. The Tryg Group seeks to establish a brand, image and level of service that make it the insurer of choice in the Scandinavian region for customers safeguarding themselves, their businesses, their family and their assets in order to gain a sense of security, or "peace of mind". The Tryg Group believes that "peace of mind" increases customer satisfaction and loyalty and enhances shareholder value.

All of the Tryg Group's customers should expect it to understand their risk and assist them in risk management, high-quality customer service and the prompt handling of a claim. The Tryg Group's "peace of mind" concept underlines its emphasis on communicating with its customers, providing

27 May 2021

products and services, and structuring benefits. The Tryg Group provides its customers with "peace of mind" by offering a broad range of general insurance products and bundles, including a health insurance bundle that provides customers with combined accident, health, dental, and sickness insurance coverage. The Tryg Group also provides loyalty programmes with supplementary "peace of mind" benefits targeted at different customer segments. For example, because studies have shown that in many cases the risk of large bills causes people to opt out of regular dental check-ups, the Tryg Group's Danish personal insurance programme was amended so that customers may now take out a new type of dental insurance which significantly reduces the financial risk associated with going to the dentist. In recent years, the Tryg Group has increasingly focused on creating new 'prevention products', which are designed to reduce the likelihood of harms and losses and help to safe-guard the wellbeing of customers. Such products include Tryg Drive (a digital telematics device that records driving behaviour) and a rat blocker that prevents rats from entering drains, which was introduced in response to an increase in number of home and contents insurance claims relating to damage to pipes and other damage caused by rats after several relatively warm winters in Denmark. The Tryg Group has been including a rat blocker in its Denmark home insurance since 2019; 77% of customers who have installed a rat blocker report that they feel more protected in their homes.

The Tryg Group also aims to provide "peace of mind" by improving claims handling and handling all claims in an efficient, effective and customer-friendly manner. In Denmark and Norway, customers in need of medical treatment while abroad can speak to a Norwegian or Danish-speaking doctor to create "added peace of mind" and ensure that these customers can enjoy the rest of their holiday. Customers with pet insurance can have their pets examined via video-conferencing on smartphone or tablet with the customer informed about the type of treatment needed without the need to transport the animal or its owner. All of the Tryg Group's large corporate customers are serviced by a special key-account manager responsible for the relationship, who develops an understanding of the client's needs, as well as by a broad range of specialist support, including engineers and risk analysts.

8.3 Strengths

The Tryg Group believes that the following strengths and advantages will help it achieve its strategic objectives:

Strong market shares. The Tryg Group is one of the largest non-life insurance companies in the Scandinavian region with strong market shares in Denmark and Norway and a solid market presence in Sweden. The Tryg Group is the third largest and, after completion of the Acquisition, is expected to be the largest, general insurer in the Scandinavian market, based on latest available statistics from Forsikring og Pension in relation to Denmark, Finans Norge in relation to Norway, and Svensk Försäkring in relation to Sweden. In Denmark, the Tryg Group is the leading general insurer with a market share of 22.9% based on gross premium income in 2019, the latest full year for which data are publicly available, according to Forsikring og Pension. In Norway, the Tryg Group is the fourth largest general insurer with a market share of 13.2% based on gross premiums written in 2020, according to Finans Norge (2019: 13.3%). In Sweden, the Tryg Group is the fifth largest general insurer with a market share of 3.4% based on gross premium income in 2020, according to Svensk Försäkring (2019: 3.3%). The Tryg Group's large market shares in Denmark, Norway and Sweden allow it to better allocate risk within its portfolio, and benefit from economies of scale in its procurement, distribution and claims handling expenses and enhance its ability to more cost-effectively manage its reinsurance arrangements.

High customer retention and strong brands. The Tryg Group believes that insurance penetration is very high in the Scandinavian region compared to nearly everywhere else in the world, as households are relatively affluent and accustomed to purchasing insurance products at the appropriate level for their needs. While customer retention rates are not widely published by market participants in the Scandinavian and other regional insurance markets, the Tryg Group believes that customers

27 May 2021

in the Scandinavian region demonstrate strong brand loyalty and that such brand loyalty is reflected both in very high retention rates and very low expense ratios relative to other regional insurance markets around the world. The Tryg Group benefits from these market dynamics and recorded retention rates of approximately 90% (2019: 90%) in its Private and Commercial segments, which together represent more than 80% (2019: 80%) of its total business by gross premiums written. The Tryg Group's annual retention rate for 2020 was 90.1% in Private Denmark (2019: 91.6%), 88.4% in Private Norway (2019: 87.1%), 88.6% in Commercial Denmark (2019: 88.6%) and 89.2% in Commercial Norway (2019: 89.0%).

High retention rates help the Tryg Group control costs since renewals by existing customers are associated with lower cost of sales and claims ratios than policies for new customers. The Tryg Group maintains loyalty programmes to retain customers and provide incentives for its customers to purchase more than one type of insurance. The Tryg Group tracks and targets increases in the average number of products per customer because the Tryg Group believes that lifetime customer value is positively correlated with the number of policies per customer. As at 31 December 2020, the Tryg Group recorded an average of 3.9 insurance products per customer (2019: 3.8).

The Tryg Group's majority shareholder, TryghedsGruppen, has operated a members' bonus scheme since 2015. The bonus scheme was approved by the Danish Business Authority in August 2016 and provides that TryghedsGruppen may, subject to certain conditions, pay a portion of its previous year's profits to its members who are eligible Tryg policyholders (excluding policyholders solely holding certain insurance products) resident or domiciled in Denmark. In 2020, the Tryg Group's 1.3 million Danish customers received a member bonus payment from TryghedsGruppen for the fifth time amounting to a combined DKK 985 million and equivalent to 8% of members' 2019 premiums. The Tryg Group believes that the TryghedsGruppen member bonus scheme is appreciated by customers and views the member bonus as an important competitive advantage through boosting customer loyalty and supporting customer targets in Denmark.

The Tryg Group seeks to establish a brand, image and level of service that make it the insurer of choice in the Scandinavian region for customers wishing to safeguard themselves, their businesses, their family and their assets in order to gain a sense of security, or "peace of mind". "Tryg", "Alka", "Moderna" and "Enter" all enjoy high levels of brand recognition, awareness and loyalty in Denmark, Norway and Sweden. The Tryg Group estimates that it provides insurance coverage to over 4 million customers. The Tryg Group monitors developments in its transactional net promoter score ("TNPS") which was introduced by Bain & Company in 2003 and measures an organisation's customer loyalty and satisfaction by surveying customers after they have had an interaction or transaction with the organisation. TNPS is calculated as the number of customers who would recommend an organisation's products minus the number of customers who would not in all cases based on surveys conducted after interacting with the organisation. The Tryg Group strives to continuously improve its TNPS score, recording a TNPS of 72 at the end of 2020, surpassing its target of 70 for 2020 (2019: 68).

Trygg-Hansa has several well-recognised brands that will help to ensure that the Enlarged Group maintains a strong and resilient presence within Sweden and Norway, in particular the "Trygg-Hansa" brand. Trygg-Hansa is one of the most recognised brands in Sweden, with its iconic life buoys and brand promise of "insurance that makes it easy to feel safe". The Tryg Group currently uses life buoys to market its business in Denmark and Norway; the Tryg Group believes the Trygg-Hansa branding reflects a strong cultural fit with the Tryg Group and that such branding will be compelling to customers of the Enlarged Group.

Multiple distribution channels. The Tryg Group has a multichannel distribution platform in its core Scandinavian markets that it believes allows it to reach a broad and diverse range of customers. In Denmark and Norway, its distribution channels include customer centres staffed by its own customer

27 May 2021

advisers and sales agents, call centres, long-standing relationships with affinity groups (such as unions and civic groups), strategic partnerships, exclusive franchisee offices, car dealers, estate agents and insurance brokers. In 2019, the Tryg Group signed its first contracts with insurance intermediaries (exclusive franchisees) that exclusively sell the Tryg Group's products to private and commercial customers in Denmark drawing off of the success of this long-standing sales channel in Norway. In Sweden, the Tryg Group principally distributes its products through its own sales agents, call centres, and insurance brokers. The Tryg Group has also increasingly utilised the internet distribution channel in its Private operating segment; in 2020, 11% (2019: 3%) of Private Denmark's new sales and 6% (2019: 5%) of Private Norway's new sales were generated online and 43% (2019: 45%) of Private Sweden's new sales were generated through web and external sales channels.

The Tryg Group believes its broad distribution platform allows customers in the Scandinavian region to access the Tryg Group's products and services in a manner that they choose and gives the Tryg Group broad geographic coverage across the Scandinavian region as well as multiple options in determining how it approaches its customers. The Tryg Group believes that it is advantageous to have several strong distribution channels in Denmark, Norway and Sweden so that it is not dependent on any one channel. The Tryg Group also believes that Trygg-Hansa and Codan Norway will provide further diversification to the Enlarged Group's distribution platform via their range of affinity partners across both Sweden and Norway, as well as their compelling direct distribution capabilities.

In recent years, the Tryg Group has invested significant resources in the development of lower-cost distribution channels that provide high customer lifetime value, including insurance intermediaries (exclusive franchisees) and partnership agreements. The Tryg Group will continue to focus more of its customer acquisition efforts through such channels over time.

Strong operating platform. The Tryg Group believes it benefits from a strong operating platform consisting of sound underwriting and risk management policies and cost-efficient distribution and claims handling processes, which helped to reduce its combined ratio from 85.1% in 2019 to 84.5% in 2020. Key aspects of its operating platform include:

Underwriting management. The Tryg Group believes its underwriting discipline and pro-active review of its portfolio has allowed it to improve its claims and combined ratios and profitability. As a long-standing, established provider of general non-life insurance products in Denmark, Norway and Sweden, the Tryg Group has experience, access to information and an in-depth understanding of its customer base and markets. Risk management constitutes a central element in the management of the Tryg Group and is based on the Tryg Group's targets, strategies and risk exposure limits decided by the Supervisory Board. The Tryg Group's sophisticated processes and procedures are aimed at accurately assessing risk and premiums are determined based on a risk-based approach taking into consideration market conditions. See "Risk Management". The Tryg Group reviews claims data, its pricing, its product mix and customer selection periodically with a view towards determining whether its pricing is appropriate and whether its product portfolio should be adjusted.
Cost-efficient distribution. The Tryg Group have invested significant resources in the development of lower-cost distribution channels and will continue to focus more of its customer acquisition efforts through these lower-cost channels over time. Since 2019, the Tryg Group has reduced its distribution costs through the use of exclusive insurance intermediaries, i.e., franchisees selling exclusively on Tryg Group's behalf to private and commercial customers in Denmark, an initiative that was inspired by the success of the Tryg Group's franchise model in Norway. The Tryg Group has also reduced the costs of distribution relating to its Norwegian business through a focus on partnerships, known as its targeted "Partner First" strategy. The Tryg Group's Norwegian strategic partnerships with (i) OBOS, the largest housing developer in Norway; and (ii) NITO, the Norwegian Engineer Organisation, have driven the Tryg Group's

27 May 2021

growth in Norway, with the NITO partner agreement constituting the Tryg Group's largest Norwegian partner agreement in 17 years. In 2020, Tryg Group renewed partner agreements with UDF (Union of Education Norway) and NMF (Norwegian Band Federation) for an additional three years and five years, respectively. In addition, in 2019, the Tryg Group entered into a strategic partnership with Danske Bank, enabling provision of the Tryg Group's insurance solutions to Danske Bank's approximately three million Scandinavian customers, including Private customers in Norway, Denmark and Sweden and Commercial customers in Denmark and Norway. These strategic partnerships also allow for more tailored solutions to the members or customers of the partner.

The Tryg Group's development of online solutions has also supported a more cost-efficient distribution model. For example, the Tryg Group's introduction of digital invoicing and online insurance check-ups have enabled the Tryg Group to support and interact with customers whilst improving self-service levels. In 2020, around 72% of inquiries to the Tryg Group were through self-service (2019: 60%), 55% (2019: 45%) of all claims were submitted online and 51% (2019: 36%) of these claims were processed without the involvement of Tryg Group employees.

Efficient claims management. The Tryg Group has taken a number of steps since 2017 to improve the efficiency and accuracy of its claims management. The Tryg Group has prioritised claims management because claims expenses are its single largest expense. Since 2012, the Tryg Group has engaged in numerous procurement initiatives targeted at supporting claims excellence, including by renegotiating and consolidating its supplier network and outsourcing various elements of claims management. In 2019, the Tryg Group further reduced its average claims cost through a number of procurement initiatives, including the renewal of a contract with Carglass for windscreen services, the signing of a new five-year contract with Recover Nordic, the largest Nordic claims service group, and a claims agreement for electronic products in Norway. Carglass steers the Tryg Group's motor insurance customers toward wind-screen repair versus windscreen replacement; windscreen repair is more sustainable from an environmental perspective, associated with higher customer satisfaction, and enables approximately 40% cost savings per windscreen. The Tryg Group's claims handling process has also been improved through initiatives such as data and voice analysis and it is in the process of implementing a new claims handling system in both Denmark and Norway to improve the claims handling process further.

Finally, the Tryg Group has improved its fraud detection capabilities, mainly due to enhanced fraud detection training, increased use of automation in fraud detection and the implementation of Alka's sophisticated fraud detection methodologies. The Tryg Group believes these steps have allowed it to settle claims more quickly, to reduce the average costs of settling such claims and have led to increased customer satisfaction.

The Tryg Group has also invested in IT systems to develop sophisticated claims management systems to facilitate its ability to process and settle claims in an efficient and timely manner. From 2015 to 2017, the Tryg Group focused on increasing its proportion of online sales and its capability to process claims online. Since 2018, the Tryg Group has engaged in further digitalisation initiatives. This includes introducing the ability to self-process claims through the Tryg Group's digital services. The Tryg Group has recorded growing use of its digital claims solutions since the outbreak of the COVID-19 pandemic, including through increased use of robotic automation processes (STPs) in the claims-handling process, and due to the implementation of its new claims-handling system, and it anticipates that this trend will persist in the medium term.

Risk management processes. The Tryg Group is subject to the risk management requirements of the Danish Consolidated Act no. 1447 of 11 September 2020 on financial business

27 May 2021

("DFBA") and Solvency II governing requirements for insurance companies and its strategy for capital management focuses on capital efficiency and thorough risk management by keeping its capital resources at an appropriate level in relation to the risks assumed. As risk management constitutes a central element in the management of the Tryg Group, it has developed significant expertise in the management of risks and a risk management structure to safeguard its risk policies. As part of this structure the Tryg Group has developed a partial internal model which helps it to:

manage interest rate risk and other risks affecting both its assets and liabilities;
price its individual policies and individual risks; and
assess its reinsurance programme.

The Tryg Group actively manages the other risks inherent in its business in accordance with its long-term experience in, and knowledge of, the Scandinavian region. The Tryg Group also uses its partial internal model to price individual risks for its corporate customers and to review the level of its standard prices for its private and commercial customers. Tryg Group also undertakes an annual Own Risk and Solvency Assessment ("ORSA") to ensure and demonstrate a link between strategy, risk management, risk appetite, solvency and capital planning over the planning period.

Diversification by country, line of business and type of customer. In view of the Tryg Group's annual gross premium income being broadly diversified by country, line of business and type of customer, catastrophic events or adverse developments in any single individual market reduce the prospect of such events or adverse developments materially adversely affecting its overall business. The Tryg Group believes its business is resilient to economic cycles; for example, even if there is a drop in new car sales or an increase in defaults by mortgagors, the cars in use and relevant buildings would still be expected to need to be insured. The Tryg Group believes that having a large Private operating segment in particular is beneficial because Private is the Tryg Group's most profitable segment. This is largely because private customers tend to be more loyal, leading to very high retention rates. The Tryg Group has also historically had lower solvency capital requirements for the Private operating segment compared to the Corporate operating segment, in each case relative to premiums. In addition, the private general insurance market has historically been more resilient when the larger economy is exhibiting low growth or contraction. For example, in the third quarter of 2020, the Tryg Group's Private operating segment's premium income grew by 6.7%, Private Sweden's premium income grew by 2.1%, the Tryg Group's Corporate operating segment's premium income declined by 0.9% and its Commercial operating segment's premium income grew by 5.6%.

For the year ended 31 December 2020, the Tryg Group's Private, Commercial, Corporate and Sweden operating segments contributed 56% (2019: 55%), 20% (2019: 20%), 17% (2019: 18%) and 7% (2019: 7%), respectively, to its gross premium income. For the same period, the Tryg Group's accident and health, motor third party liability, motor comprehensive insurance, fire and contents (private) and fire and contents (commercial) lines of business respectively contributed 11.3% (2019: 11.3%), 8.3% (2019: 8.4%), 21.6% (2019: 21.2%), 24.7% (2019: 24.5%) and 12.2% (2019: 12.2%) to the Tryg Group's gross premiums written.

The Tryg Group believes it has benefitted greatly from having a diverse product portfolio since the outbreak of the COVID-19 pandemic. Specifically, the Tryg Group's travel insurance business was impacted by high levels of claims relating to travel cancellations in the first quarter of 2020 and a significant decrease in customer demand for its travel insurance products due to restrictions on travel. At the same time, lower levels of economic activity and changes in customer behaviour associated with the COVID Measures led to improved performance of other lines of business such as motor insurance, accident insurance and contents insurance due to lower claims frequencies especially during lock-down periods.

27 May 2021

The Tryg Group believes the integration of Trygg-Hansa and Codan Norway into the Enlarged Group will significantly increase its diversification across a range of fronts, particularly in terms of geographical revenue and profit contribution, class of business diversification and broader distribution capabilities. It is expected that Trygg-Hansa and Codan Norway will respectively contribute approximately 45 to 50% and approximately 10% of the pro-forma technical result of DKK 6.37 billion for the Enlarged Group, in contrast to the current reliance on the Tryg Group's Danish business which as of 31 December 2020, drives 70% of the Tryg Group's standalone technical result. In terms of profit drivers, Trygg-Hansa and Codan Norway have leading, highly profitable personal accident businesses with low correlations to the Tryg Group's existing portfolio, contributing to diversification of underwriting profit as well as potential capital synergies across the Enlarged Group.

Strong track record of integrating acquisitions and delivering synergies. The Tryg Group has been growing its business through a combination of organic growth and strategic acquisitions for over 25 years and believes it has an established track record of maximising value from acquisitions based on leveraging the strength of its brands and reputation and, in certain cases, the strength of acquired brands (including, for example, Alka as well as OBOS, Enter and Troll, smaller Norwegian non-life insurance brands with a good reputation in the Norwegian market).

The Tryg Group acquired Alka in 2017. Upon acquisition of Alka, the Tryg Group undertook an in-depth integration process involving 12 distinct business areas, including procurement, asset management, reinsurance, and approximately 100 Alka and Tryg Group team members; such integration process was aimed at allowing the Tryg Group and Alka to safeguard their respective strengths and to develop new ones together. This integration model enabled the Tryg Group to realise benefits from the Alka acquisition upon receipt of the Danish Competition and Consumer Authority approval of the acquisition in November 2018. The Tryg Group has aimed to generate cost and capital synergies from the Alka acquisition by pooling resources and creating central staff functions and business areas, including the pooling of reinsurance arrangements at the Tryg Group level, streamlining the development and management of insurance products, introducing common guidelines for underwriting, more efficient capital allocation and common IT and procurement solutions. In addition, Alka Commercial and Alka Claims have respectively been integrated into Tryg Group's Corporate and Danish claims functions. Certain Alka teams, including Marketing and Price, product and analysis, are still pure Alka staff functions, reflecting the Tryg Group's recognition that the Tryg and Alka brands appeal to different customers and in certain cases, differences should be cultivated. The Tryg Group has historically focused on larger and more complex products, claims management and claims procurement; the Tryg Group believes it has benefitted from Alka's swift and adaptable mindset which is in part derived from Alka's previous experiences as a smaller standalone Danish general insurance company that still appeals to a different customer base from the Tryg Group's core customer base. In addition, specific know-how of acquired companies, such as Alka's expertise regarding early fraud detection and online sales, has been implemented throughout the Tryg Group's network.

The Tryg Group believes the Tryg Group management team has the appropriate experience and expertise to maximise the value of the Acquisition, in particular as a result of the Alka acquisition and successful integration of Alka into the Tryg Group. The Tryg Group believes that its extensive knowledge of the Swedish and Norwegian markets will increase the likelihood of a seamless integration of Trygg-Hansa and Codan Norway into the Enlarged Group and therefore reduce execution risk. As was the case in the Alka acquisition, the Tryg Group anticipates waiting for a protracted period of time for the Proposed Transaction to complete. The Acquisition is expected to complete during the second quarter of 2021, subject to receipt of the relevant approvals or clearances from the relevant regulatory and competition authorities and the satisfaction of other conditions. The Separation is expected to be finalised during the first quarter of 2022. To assist the implementation of the Separation, the Tryg Group plans to implement a similar in-depth integration model as was employed for the Alka integration process, involving distinct business areas (e.g., reinsurance, procurement) and the pairing of members of the Tryg Group and Trygg-Hansa and Codan Norway teams.

27 May 2021

Trygg-Hansa and Codan Norway, in particular Trygg-Hansa, has strong skills in digitalisation and customer onboarding and the Tryg Group plans to further develop this expertise. The Tryg Group believes the Enlarged Group will be able to capitalise on these competencies going forward in a similar way to how it has leveraged Alka's fraud detection and online sales expertise. The Tryg Group expects that the Enlarged Group will be able to realise annualised pre-tax synergies of approximately DKK 900 million by 2024 in relation to the Transaction (of which approximately DKK 60 million are expected to be realised in 2021 from completion of the Acquisition, DKK 350 million in 2022 and DKK 650 million in 2023), approximately 80% of which are expected to be cost synergies. The prevalence of cost versus revenue synergies contributes to the Tryg Group's level of confidence about the expected Acquisition-related synergies, including because cost synergies are generally more quickly realised than revenue synergies. These cost synergies relate primarily to the Swedish business and stem from the Enlarged Group's expected lower administration costs in part as a result of personnel streamlining and scale advantages in procurement and systems integration.

The Tryg Group believes that the combination of the synergy potential across the Enlarged Group and its attractive underlying franchise will enable a return of investment (ROI) of approximately 7%. The proposed Acquisition-financing structure and Tryg's valuation premium are expected to drive high teens earnings per share (EPS) accretion for Tryg by 2023 and a material increase in Tryg's dividend capacity, whereby the dividend policy of Tryg will remain unchanged following the Transaction and the absolute size of the dividends is targeted to broadly double in the medium term. EPS accretion is calculated before any impact from intangible amortisation, and such impact would neither affect Tryg's dividend-paying ability nor its capacity.

8.4 Strategy

The Tryg Group's strategic objective is to generate long-term sustainable value for its shareholders over the course of the insurance business cycle while maintaining prudent levels of capital and providing "peace of mind" to its customers through offering a comprehensive range of insurance and insurance-related products and services in the Scandinavian region. The key components of its strategy are:

Focus on direct general insurance. The Tryg Group focuses on producing and offering a broad range of direct general insurance products to customers in the Scandinavian region and its aim is to strengthen this core business. The Tryg Group believes that its general insurance experience, market expertise and market share enable it to underwrite and price risk effectively (taking into account risk spread), which results in profitable underwriting. The Tryg Group's goal of maintaining strong underwriting discipline, with a continued focus on underwriting profitability, is central to its strategy.

Strong, direct customer relationships with the Tryg Group's brands drive customer lifetime value and provide cross-selling opportunities for extensive product offering. In 2019 and 2020, the Tryg Group recorded retention rates of around 90% in the Private and Commercial segments (which together represent more than 80% of the Tryg Group's total business). The Tryg Group has a strong focus on customer satisfaction and measures achievement in this regard through monitoring of and targeting of increases in its TNPS score; at the end of 2020, the Tryg Group recorded a TNPS of 72 (2019: 68). The Tryg Group provides incentives for its customers to purchase more than one type of insurance and aim to increase the average number of insurance products per customer. As at 31 December 2020, the Tryg Group recorded an average of 3.9 insurance products per customer (2019: 3.8).

Integrated Scandinavian group. The Tryg Group's geographic focus is the Scandinavian region. The Scandinavian general insurance market benefits from very high levels of penetration and retention levels and very low expense ratios relative to other regional insurance markets around the world. The Tryg Group believes that focusing on the Scandinavian market with a common strategy, business approach and identity will continue to enhance the Tryg Group's, and after completion of the Acquisition, the Enlarged Group's performance due to operating synergies, risk diversification, exchange

27 May 2021

of best practices, and enhanced product and service development. The only line of business the Tryg Group has expanded out from Scandinavia is Tryg Garanti, its credit and surety business, which operates in Denmark, Norway, Sweden, Finland, the Netherlands, Austria and Germany. The Tryg Group's credit and surety business is a niche and highly profitable business through which the Tryg Group believes that it benefits from very high competencies and a strong IT platform.

The Tryg Group anticipates that, after the Separation, the Enlarged Group will be the largest general insurer in the Scandinavian region and among the three largest general insurers in each of Norway and Sweden (in each case on the basis of gross premiums) with an estimated pro forma Enlarged Group market share of 17% in Sweden based on gross premium income in 2020, according to Svensk Försäkring, and 15% in Norway based on gross premiums written in 2020, according to Finans Norge. The Enlarged Group's expected combined pro-forma premium base of DKK 32 billion following completion of the Acquisition represents an increase of 45% relative to the Tryg Group's standalone premium income and the increase in scale is expected to provide the Enlarged Group with greater capacity to invest in operational excellence and digital capabilities, as well as further developments in the overall customer proposition. In turn, these best-in-class capabilities can then be leveraged across a larger and more diversified Scandinavian general insurance group.

Trygg-Hansa and Codan Norway have several well-recognised brands that will help the Enlarged Group maintain a strong and resilient presence within Sweden and Norway. Trygg-Hansa is one of the most recognised brands in Sweden, with its iconic life buoys and brand promise of "insurance that makes it easy to feel safe". The Tryg Group believes this is symbolic of the strong cultural fit of the Tryg Group and Trygg-Hansa, their shared commitment to customer care and wellbeing, as well as a broader emphasis on social responsibility. Codan Norway is currently the tenth largest general insurer in Norway based on gross premiums written; the Tryg Group believes Codan Norway will add to the Tryg Group's strong market position in Norway, with good potential to lower expenses and increase overall profitability through economies of scale in procurement. Trygg-Hansa is currently the fourth largest general insurer in Sweden based on gross premiums. The Tryg Group believes Trygg-Hansa will add new, resilient and diversified earnings to the Enlarged Group. The Tryg Group further believes its deep knowledge of the Scandinavian general insurance market, as well as its strong track record of integrating acquisitions, makes it ideally placed to integrate, operate and enhance the value of the Enlarged Group over the long-term.

Active and prudent capital management. The Tryg Group aims to generate long-term value for its shareholders over the course of the insurance business cycle while balancing the requirements of policyholder security and regulatory and rating agency requirements to maintain certain levels of capital. The Tryg Group seeks to maintain a financial strength rating in the "A" range, which it currently has from Moody's, to maintain financial flexibility and to provide the rating strength which corporate customers may require.

If the Tryg Group has capital available that it believes is not required in its business, such capital is expected to be returned to its shareholders. On 27 March 2020, following the outbreak of COVID-19, increased volatility in capital markets and heightened regulatory pressure throughout Europe, the Tryg Group announced it had decided to move to a full-year dividend decision for 2020 as opposed to quarterly dividend payments. On 9 November 2020, citing the resilience of Tryg's business model, the Tryg Supervisory Board announced that it had decided to revisit this decision and approved an ordinary dividend of DKK 5.25 per Existing Tryg Share (DKK 1.6 billion). Payment of this dividend which related to the first three quarters of 2020 occurred on 12 November 2020, with ex-dividend date on 10 November 2020. On 29 January 2021, the Tryg Group paid an ordinary dividend of DKK 1.75 per share relating to the fourth quarter of 2020, for a total dividend of DKK 7.00 per share for 2020 (2019: DKK 6.80). The Tryg Group expects that 2021 will be a transitional year for dividends as the Enlarged Group plans to take a conservative approach to capital management during the integration period. However, the proposed Acquisition financing structure and the Tryg Group's valuation

27 May 2021

premium are expected to drive a significant increase in the Enlarged Group's dividend capacity after year-end 2021, whereby the dividend policy of the Enlarged Group will remain unchanged from the Tryg Group's dividend policy following the Transaction and the pro forma dividend capacity is expected to broadly double in the medium term.

The Tryg Group has implemented a risk governance structure in compliance with the Solvency II regime. The Tryg Group had an estimated pro forma solvency ratio of above 180% at the end of October 2020 adjusting for the dividend payment relating to the first quarter to the third quarter of 2020 (Q3 2020: 214% Solvency II Ratio; Q2 2020: 193% Solvency II Ratio). The Tryg Group recorded a Solvency II Ratio of 183% as at 31 December 2020 (2019: 162). After completion of the Acquisition, the Tryg Group expects its pro forma Solvency II Ratio on its partial internal model to remain robust and be above 170% by year end 2021, based on an expected Enlarged Group solvency capital requirement ("SCR") of approximately DKK 9.4 billion. Following completion of the Acquisition, the Tryg Group's total invested assets are expected to increase by approximately 60% to approximately DKK 67 billion for the Enlarged Group, with the free portfolio expected to increase from approximately DKK 11.1 billion to DKK 16.9 billion (DKK 4.1 billion relating to Norway, DKK 6.9 billion relating to Denmark, DKK 5.9 billion relating to Sweden) for the Enlarged Group as of 30 September 2020. The Tryg Group anticipates that the Enlarged Group's approach to investments and risk appetite will remain unchanged and acquired portfolios will gradually be adjusted to match the Tryg Group's active and prudent approach to capital management.

Cost savings and efficiencies. The Tryg Group intends to pursue further cost savings in all aspects of its business. The Tryg Group intends to achieve this goal primarily through optimisation of its channel mix to lower distribution costs, including the use of new channels such as independent insurance agents in Private and Commercial. The Tryg Group is also focusing on automating and enhancing claims handling and processing and the underwriting of policies. The Tryg Group believes that these changes have established a stronger operating platform and lower cost base for its business. The Tryg Group expects that the Enlarged Group will be able to generate annualised pre-tax synergies relating to the Transaction of approximately DKK 900 million by 2024. Cost synergies primarily stem from lower administration and distribution costs and scale advantages in procurement, and are expected to make up approximately 80% of the estimated annual run-rate synergies with expected commercial synergies of DKK 170 million representing the remainder of expected synergies. Administration and distribution synergies of approximately DKK 370 million are expected to be realised through reduced marketing spend, alignment of IT systems in Sweden and Norway and position reductions. Procurement synergies of approximately DKK 220 million are expected to be realised through the expansion of the Tryg Group's procurement capabilities across a larger combined claims spend in Sweden and Norway. Claims synergies of approximately DKK 140 million are expected to be realised through improved fraud detection, recourse, improved claims processes and policies, and position reductions.

Geographically, the majority of synergies are expected to be realised in Sweden, accounting for an expected DKK 500 million in cost synergies. Norway is expected to contribute DKK 250 million in synergies by 2024, with Denmark and the Tryg Group contributing DKK 150 million. Denmark and the Tryg Group synergies are expected to primarily be realised through the sharing of Tryg Group's central group functions in Denmark as well as its investment management functions with the Enlarged Group. Expected cost synergies also stem from the Enlarged Group's expected lower administration costs in part as a result of personnel streamlining and scale advantages in procurement and systems integration. The Tryg Group expects that, to a certain extent, position reductions will be realised through voluntary redundancies, natural attrition and elimination of vacant roles across the Enlarged Group.

27 May 2021

Claims excellence. The Tryg Group aims to reduce claims costs by leveraging its procurement power to negotiate better supplier contracts, improving the claims process and reducing fraud occurrences. Initiatives in 2019 included the renewal of a contract for windscreen services, a new five-year contract with Recover Nordic (the largest Nordic claims service group) and a claims agreement for electronic products in Norway. The Tryg Group's claims handling process has been improved through initiatives such as data and voice analysis and it is in the process of implementing Guidewire in both Denmark and Norway to improve the claims handling process further. Finally, the Tryg Group has realised costs savings as a result of improvements in fraud detection, mainly due to the implementation of Alka's fraud detection methodologies, including automated fraud detection algorithms and enhanced fraud detection training, across the Tryg Group's claims-handling units. Alka's fraud detection methodology was implemented in the Tryg Group's Danish business in 2019 and in its Norwegian and Swedish businesses in 2020.

Digital empowerment of customers. Digital services, simplification and efficient customer interaction are becoming increasingly important for customers, and the Tryg Group is highly committed to meeting these demands. The Tryg Group's digital offerings provide the customer with a wide range of self-service options including the assessment of which products and coverage the customer needs, buying insurance products, making changes to products and reporting claims. For example, in 2020 the Tryg Group launched "Tryg Health" in Denmark, a mobile application through which customers can file health insurance claims and which also provides an overview of the Tryg Group's health insurance services and health guidance. The Tryg Group has implemented new online initiatives such as digital invoicing and online insurance check-ups, which have helped to further improve self-service levels.

The Tryg Group has also introduced fully automated claims handling process through the use of STPs and its new claims handling system, Guidewire. Guidewire is one of the Tryg Group's largest IT investments to date and the first phase of implementation is ongoing, with Guidewire being used to help process a large number of travel insurance claims (relating to the outbreak of the COVID-19 pandemic and the COVID Measures) in the first quarter of 2020. Despite a significant increase in phone calls to the Tryg Group related to the COVID-19 pandemic during the first half of the year, in 2020 around 72% of inquiries to the Tryg Group were through self-service (2019: 60%), 55% (2019: 45%) of all claims were submitted online and 51% (2019: 36%) of claims were processed without the involvement of Tryg Group employees.

The Tryg Group's co-ownership of UNDO, a Copenhagen-based start-up providing a mobile application for selling personalised insurance products to millennials, further demonstrates its commitment to the digital empowerment of customers. The Tryg Group decided to partner with UNDO and make a strategic investment in UNDO due to UNDO's entrepreneurial culture and focus on young, tech-savvy customers. UNDO sells insurance tailored for individual customers based on algorithms developed in-house at UNDO as well as the Tryg Group's extensive historical customer data, actuarial expertise and insurance domain knowledge; the insurance sold by UNDO is underwritten by the Tryg Group using the Issuer's insurance licence. UNDO is currently a small player in the Danish general insurance market and its products appeal to younger customers between 20 and 35, many of whom are first-time purchasers of home insurance. The Tryg Group believes its strategic investment in UNDO has enabled it to test the customised insurance concept in the Danish market.

Product and service innovation. The Tryg Group has a strong focus on developing and selling new products and services and has launched more than 50 new products since 2018. The Tryg Group believes that product and service innovation supports the Tryg Group's profitability because it helps the Tryg Group remain relevant to customers and expand its addressable market. In 2019, the Tryg Group introduced a number of new products, including cyber insurance, pet insurance and child insurance. The Tryg Group also introduced new bundles or packages of products, including its health insurance bundle (which provides accidents, health, dental and sickness insurance coverage). In the

27 May 2021

first half of 2020, the Tryg Group launched new elements in its travel insurance, providing customers with instant access to a Danish-speaking or Norwegian-speaking doctor when on vacation and ensuring quick compensation when flights are cancelled or delayed.

Prevention is key for the well-being of customers and a key driver of financial results. As such, the Tryg Group has introduced products such as Tryg Drive, a digital device that records driving behaviour and Tryg Alarm, a 24/7 customer hotline staffed by specialist experts that can assist customers with home damage (e.g., burglary or basement flooding), or serious problems during trips abroad (e.g., hospital admission, trip delays, and repatriation). In addition, in 2020 the Tryg Group offered a number of NITO members the opportunity to have a package of sensors installed in their holiday homes, enabling such members to monitor temperature, leaks, smoke and electricity consumption in their homes via a mobile application. A number of the Tryg Group's new motor insurance products have been designed with sustainability in mind as the Tryg Group believes that such products resonate strongly with customers, in particular in Norway.

Alka maintains a separate marketing function and its latest proposed service innovation is Alka Mobil, through which Alka, in March 2021, introduced a low-cost mobile phone subscription service delivered by a third party. Revenue from Alka Mobil will be booked as service revenue under other income in Tryg Group's income statement.

An important element of product and service innovation relates to the Tryg Group's strategic expansion of its product and service offering to new markets. In particular, the Tryg Group seeks to expand its profitable corporate credit and surety business, Tryg Garanti. In 2019, Tryg Garanti expanded to the Netherlands and Austria, while increasing its presence in Germany. In 2020, Tryg Garanti initiated the process of expanding to Switzerland through establishment of a Swiss branch. Regulatory approval to sell insurance products in Switzerland was received on 25 March 2021.

The Tryg Group has observed changes in its motor insurance line of business as a result of increasing market share of electric vehicles in Norway and expects that the increased popularity of car-sharing and advent of self-driving vehicles in the Nordic region will result in further changes in this line of business. The Tryg Group has therefore focused on developing new insurance products to mitigate the anticipated decrease in premiums relating to its motor insurance line of business. For example, during the first quarter of 2020, Tryg launched "Tryg Car Service", a monthly subscription service offering private customers in Denmark access to a package of various light car services, including car wash, change of tyres and seasonal car check-ups. The Tryg Group believes it is currently the leading Nordic non-life insurance company in terms of co-operation with sharing economy companies. RSA Scandinavia, in particular Trygg-Hansa, has strong skills in digitalisation and customer onboarding and thus the Tryg Group believes the Enlarged Group will be able to capitalise on these competencies going forward.

Distribution efficiency. The Tryg Group aims to optimise the mix of distribution channels, especially in its Private and Commercial segments. Optimisation of the channel mix makes distribution to customers more efficient, improves the customer experience and increases customer lifetime value, i.e., the total amount of money a customer spends on the Tryg Group's products over the entirety of their time as a Tryg Group customer. Another important element in achieving distribution efficiency involves the introduction of insurance intermediaries (exclusive franchisees) in the Private and Commercial segments in Denmark, inspired by the franchise model in Norway, selling exclusively on behalf of the Tryg Group. The Tryg Group also seeks to improve distribution efficiency through partner agreements, including the aforementioned partner agreement with NITO which has resulted in increased sales and retention levels. The Tryg Group has found that customers sourced through its Danish and Norwegian partner agreements stay with the Tryg Group longer than customers from other channels. The Tryg Group's strategic partnership with Danske Bank enables distribution of the Tryg Group's insurance solutions to Danske Bank's three million Scandinavian customers, including Private customers in Norway, Denmark and Sweden and Commercial customers in Denmark and

27 May 2021

Norway. The Tryg Group's focus on digital empowerment of customers also supports distribution efficiency through the development of online solutions.

8.5 History

Tryg was formed in 2002 as TrygVesta A/S in connection with the acquisition by TiD of the general insurance activities of Nordea. The predecessor of the Tryg Group's Danish operations, now Tryg Forsikring A/S, was originally established in 1731 as Kjøbenhavns Brand, by a Danish Royal Decree, following the great Copenhagen fire in 1728. The Tryg Group's Norwegian business, now Tryg Forsikring NUF, was established in Bergen, Norway in 1880. Since their formation, its Danish, Norwegian and Swedish businesses have grown organically and through a number of acquisitions and mergers. The following is a summary of the Tryg Group's recent history:

In 1991, the Tryg Group's Danish business was converted from the mutual Tryg general and life insurance companies, and became the public limited companies Tryg Forsikring, skadesforsikringsselskab A/S and, its subsidiary, Tryg Forsikring, livsforsikringsselskab A/S. The former mutual entities, Tryg i Danmark smba (TiD), became the sole shareholder of the Tryg Group.
In 1994, Tryg Forsikring skadesforsikringsselskab A/S acquired the Danish insurance operations of Winterthur.
In 1995, Tryg Forsikring skadesforsikringsselskab A/S acquired Baltica Forsikring, which was, prior to the acquisition, listed on the Copenhagen Stock Exchange. The acquisition was conducted via a merger, followed by an offer of shares in the merged company, Tryg-Baltica Forsikring, skadesforsikringsselskab A/S, in 1996. Following that offering, TiD was the controlling shareholder of the Tryg-Baltica Group, with approximately 74.6% of the total outstanding shares.
In 1998, the Tryg-Baltica Group acquired Dansk Kaution, which was established in 1895 and, until the acquisition, listed on the Copenhagen Stock Exchange.
In 1999, the Tryg-Baltica Group merged with Unidanmark A/S, the second largest banking group in Denmark and the insurance activities of Unidanmark A/S were integrated with the Tryg-Baltica Group. After the merger, TiD held approximately 19.4% of the total outstanding shares of Unidanmark A/S.
In late 1999, Unidanmark A/S acquired the Norwegian general insurance company Vesta Forsikring AS and its subsidiaries, including Vesta Liv AS and Enter Forsikring AS, from Försäkringsaktiebolaget Skandia.
In 2000, Unidanmark, comprising, among others, Unibank, Tryg-Baltica and Vesta, were contributed in the formation of Nordea.
In 2001, the Tryg-Baltica companies changed their names to Tryg, and Tryg Forsikring A/S set up a branch in Finland to sell general insurance products through Nordea's Finnish bank branches. Vesta Forsikring AS acquired the Norwegian business of Allianz.
In 2002, the life and pension activities operated in separate life companies owned by Tryg and Vesta, were spun off to Nordea.
In 2002, Tryg acquired most of Zurich Insurance Group's Danish and Norwegian general insurance portfolios.
In 2002, TiD acquired Nordea's general insurance activities and formed TrygVesta.
In September 2003, Tryg ceased writing new business in Tryg Group's U.K. subsidiary Chevanstell, and put it into run-off.

27 May 2021

In 2004, Tryg Group sold its reinsurance company, TBi, its Polish subsidiary, Tryg Polska, and its Estonian subsidiary, Nordicom Kindlustus, in line with the strategy to focus on direct Scandinavian general insurance.
In 2005, TrygVesta was listed on the OMX Nordic Stock Exchange Copenhagen (now known as the Nasdaq Copenhagen).
In 2006, TrygVesta launched its first Swedish branch, Vesta Skadeförsäkring.
In 2008, Tryg i Danmark smba changed its name to TryghedsGruppen.
In 2009, TrygVesta acquired Moderna Försäkringar, a Swedish insurance company.
In August 2010, TrygVesta simplified its name to Tryg, reflecting a stronger joint Nordic culture in the group and a close cooperation across borders. Tryg kept the name Moderna in Sweden.
In 2010, Tryg sold the renewal rights for its marine insurance portfolio and exited the marine hull insurance market.
In 2012, Tryg sold its Finnish business to If.
In December 2017, Tryg announced the acquisition of Alka for DKK 8.2 billion (subject to customary purchase price adjustment), then the eight-largest non-life insurance company in Denmark with a market share of approximately 6% of the private market. Alka was included in Tryg Group's consolidated results from 8 November 2018.
In November 2020, Tryg announced that Tryg and Intact had reached an agreement with RSA on the terms of the recommended cash offer to be made for the entire share capital of RSA as well as on the Separation following completion of the Acquisition.
In March 2021, Tryg completed a rights issue of 352,505,989 new shares yielding gross proceeds of approximately DKK 37 billion and thus providing Tryg with the funds required to pay its share of the purchase price under the recommended cash offer for the entire share capital of RSA.

27 May 2021

8.6 Legal structure

8.6.1 Current structure of the Tryg Group

The following chart provides a summary of the Tryg Group's legal structure as at the date of this Prospectus.

Figure 4: Summary of the legal structure of the Tryg Group as at the date of this Prospectus

The principal operating company of the Tryg Group is the Issuer which operates the majority of the business, including through its Norwegian and Swedish branches. The Tryg Group maintains licences for life insurance businesses in Denmark and Sweden; a small amount of the Tryg Group's Danish business is classified as life insurance and thus conducted through the Danish licensed life insurance business. The Tryg Group's Swedish life insurance business is almost exclusively in run-off. Tryg Invest A/S handles asset management for the Tryg Group via a number of investment funds.

8.6.2 Structure of the Enlarged Group

See "Description of the Transaction" for additional information about the Transaction, including summary charts depicting the Acquisition Completion Holding Structure and the legal steps of the Demerger.

8.7 Operations

The Tryg Group operates its business through four major operating segments: Private, Commercial, Corporate and Sweden.

Private provides general insurance products for private households in Denmark and Norway. Commercial provides general insurance products for commercial customers in Denmark and Norway. The Tryg Group generally defines "commercial" customers as SMEs with fewer than 100 employees, turnover of less than DKK 100 million in Denmark or NOK 100 million in Norway, or which pay the Tryg Group annual premiums of less than DKK 500,000 in Denmark or NOK 500,000 in Norway. The Tryg Group services its business customers not covered by Commercial through

27 May 2021

its Corporate operating segment. The Tryg Group's Private, Commercial and Corporate segments are each internally organised and managed via a country-based organisational model. The Sweden operating segment provides general insurance products for private individuals in Sweden.

The tables below present the Tryg Group's gross premium income, gross claims ratio, net reinsurance ratio, claims ratio, net of ceded business, gross expense ratio and combined ratio by operating segment for the years ended 31 December 2020 and 2019. For details on how the ratios are calculated, see "Presentation of Financial Information—Key ratios".

	Year Ended31 December
	2020	2019
Private
Gross premium income (DKK millions)	12,743	12,021
Gross claims ratio (%)	69.7	68.1
Net reinsurance ratio (%)	0.6	1.9
Claims ratio, net of ceded business (%)	70.3	70.0
Gross expense ratio (%)	13.6	13.7
Combined ratio (%)	83.9	83.7
Commercial
Gross premium income (DKK millions)	4,430	4,274
Gross claims ratio (%)	62.9	67.1
Net reinsurance ratio (%)	3.3	2.2
Claims ratio, net of ceded business (%)	66.2	69.3
Gross expense ratio (%)	17.1	17.5
Combined ratio (%)	83.3	86.8
Corporate
Gross premium income (DKK millions)	3,876	3,979
Gross claims ratio (%)	69.5	70.8
Net reinsurance ratio (%)	7.1	6.4
Claims ratio, net of ceded business (%)	76.6	77.2
Gross expense ratio (%)	11.4	10.4
Combined ratio (%)	88.0	87.6
Sweden
Gross premium income (DKK millions)	1,604	1,521
Gross claims ratio (%)	66.5	66.6
Net reinsurance ratio (%)	(0.1)	0.7
Claims ratio, net of ceded business (%)	66.4	67.3
Gross expense ratio (%)	16.8	17.5
Combined ratio (%)	83.2	84.8

27 May 2021

Tryg Group Total

Gross premium income (DKK millions)	22,653	21,741
Gross claims ratio (%)	68.1	68.3
Net reinsurance ratio (%)	2.2	2.6
Claims ratio, net of ceded business (%)	70.3	70.9
Gross expense ratio (%)	14.1	14.2
Combined ratio (%)	84.5	85.1

8.7.1 Description of products

The Tryg Group offers products tailored to meet the needs of its customers. Private and Sweden operating segments provide general insurance products for private individuals and households, while the Commercial operating segment provides general insurance products for commercial customers. The Tryg Group's Corporate operating segment provides general insurance products and services for corporate customers. The Tryg Group's principal products include the following general insurance products:

Motor insurance. Comprises mandatory third-party liability insurance providing cover for injuries to a third party or damage to a third party's property, and a voluntary comprehensive insurance policy that provides cover for damage to the customer's own vehicle from collision, fire or theft. In Denmark, motor insurance taken out by customers includes Tryg's roadside assistance, such as towing and battery jump-start. This product area accounted for 30% of total premium income as of 31 December 2020 (2019: 30%).
Fire and contents - Private. Provides cover for the loss of, or damage to, the contents of private dwellings as a result of fire, storms, or water with a range of additional features, such as cover for valuables temporarily away from home, liability arising from ownership or occupancy and cover for damage to electronic equipment. This product area accounted for 25% of total premium income as of 31 December 2020 (2019: 25%).
Fire and contents - Commercial. Includes building insurance and covers the loss of or damage to the buildings, stock or equipment of commercial customers. Moreover, the Tryg Group provides cover for operating losses in connection with covered claims. This product area accounted for 12% of total premium income as of 31 December 2020 (2019: 12%).
Personal accident insurance. Provides cover for accidental bodily injury and death resulting from accidents. Compensation takes the form of a lump sum intended to help the customer cope with the financial consequences of an accident, thereby making their daily lives easier. The insurance can include a number of supplementary covers, including treatment by a physiotherapist or chiropractor. This product area accounted for 11% of total premium income as of 31 December 2020 (2019: 11%).
Workers' compensation. Provides cover for employees against bodily injury sustained at work and in Norway, also occupational diseases. Workers' compensation insurance is mandatory and covers a company's employees (other than for public sector employees and persons working for sole proprietors). This product area accounted for 4% of total premium income as of 31 December 2020 (2019: 4%).
Health insurance. Provides cover for the costs of examinations, treatment, medicine, surgery and rehabilitation at a private health facility. This product area accounted for 2% of total premium income as of 31 December 2020 (2019: 2%).

8.7.2 Private

The Private operating segment provides a broad range of general insurance products for private households in Denmark and Norway under the brand names "Tryg", "Alka" and "Enter Forsikring", including car, contents, house, accident, travel, motorcycle, pet and health insurance products. For the year ended 31 December 2020, Private had gross premium income of DKK 12,743 million (2019: DKK 12,021 million), a technical result of DKK 2,045 million (2019: DKK 1,951 million) and a combined ratio of 83.9% (2019: 83.7%). As of 31 December 2020, the Private operating segment accounted for 56% of the Tryg Group's total premium income (2019: 55%). The Tryg

27 May 2021

Group believes that Private's focus on retaining customers and customer service has helped it to maintain annual customer retention levels of approximately 90% in 2019 and 2020.

The Private operating segment is of particular importance to the Tryg Group because it is the Tryg Group's most profitable segment, with the highest customer retention rate and lowest SCR as a proportion of premium income among the Tryg Group's operating segments. In addition, the Private operating segment is important to the Tryg Group because Private operating segment premiums have historically been more resilient in periods of lower growth or contraction in the wider Scandinavian economy. For example, in the third quarter of 2020, the Tryg Group's Private operating segment's premium income grew by 6.7%, Private Sweden's premium income grew by 2.1%, the Tryg Group's Corporate operating segment's premium income declined by 0.9% and its Commercial operating segment's premium income grew by 5.6%. The Tryg Group has benefited from having a Private operating segment that is well-diversified by line of business; as a result of the COVID-19 pandemic and COVID Measures, Private's travel insurance business was impacted by high levels of claims relating to travel cancellations in the first quarter of 2020 and a significant decrease in customer demand for its travel insurance products due to restrictions on travel. At the same time, lower levels of economic activity associated with the COVID Measures led to improved performance of Private's other lines of business such as motor insurance, accident insurance and contents insurance due to lower claims frequencies.

Private distributes its products through multiple distribution channels, including call centres, real estate agents, car dealers, online sale, its own sales agents, Alka (in Denmark), franchisees (in Norway and Denmark), interest organisations and Danske Bank branches. As of 31 December 2020, Private had 1,344 employees (2019: 1,317). Tryg Group also distributes its Private products through affinity groups such as trade unions and industry associations. With affinity groups, the Tryg Group mainly co-brands the delivery and conditions, and prices may differ from its normal policies due to lower sales costs.

In Norway, the Tryg Group offers insurance through its "Enter" brand with selected partners in the car trade. Enter Forsikring primarily offers private or white label insurance on simplified pricing terms for third-party partners selling new cars. As of 31 December 2020, the Tryg Group had partnerships with car importers under car brands such as Ford, Opel, Nissan, Honda, Mitsubishi and others. The Tryg Group also uses its "Enter" brand to sell products to those customers who have purchased other products through its third-party private label partners.

Private has a strong focus on developing and selling new products, bundles or packages of products, and services. For example, in 2019 the Tryg Group began selling a health insurance bundle that provides customers with combined accident, health, dental, and sickness insurance coverage. The Tryg Group introduced its vet hotline in 2019 for Danish cat and dog owners, who can get online advice from a licensed veterinarian for their pets via mobile or tablet. In 2020, the Tryg Group introduced new elements in its travel insurance offering in Denmark, including a vaccine for each member of the insured household and a medical hotline providing the customer with access to a Danish-speaking or Norwegian-speaking doctor when on vacation. In recent years, the Tryg Group has increasingly focused on creating new so-called prevention products, which are designed to reduce the likelihood of harms and losses and help to safeguard the wellbeing of customers. Such products include Tryg Drive, a digital telematics device that records driving behaviour and a rat blocker that prevents rats from entering drains.

Private insurance policies are automatically renewed each year in Denmark and Norway subject to applicable renewal notice requirements, policyholder cancellation notice requirements, and policyholder termination rights, with price increases set on an individual policy or customer basis. See "Legal proceedings—Danish Consumer Ombudsman" for information regarding a potential legal proceeding considered by the Danish Consumer Ombudsman questioning the legal basis for certain of the Tryg Group's price increases from 2016 to 2020 that are not due to indexation.

8.7.3 Commercial

Commercial provides a broad range of general insurance products for SMEs in Denmark and Norway under the brand name "Tryg", including motor, property, liability, workers' compensation, travel and health insurance products.

For the year ended 31 December 2020, Commercial had gross premium income of DKK 4,430 million (2019: DKK 4,274 million), a technical result of DKK 735 million (2019: DKK 566 million) and a combined ratio of 83.3% (2019:

27 May 2021

86.8%). As of 31 December 2020, the Commercial operating segment accounted for 20% of the Tryg Group's total premium income (2019: 20%). The Tryg Group believes that Commercial's focus on retaining customers and customer service has helped it to maintain annual customer retention of approximately 90% in 2020 and 2019. Commercial insurance policies are generally automatically renewed each year in Denmark and Norway subject to applicable indexation schedules, renewal notice requirements, policyholder cancellation notice requirements, and policyholder termination rights.

As a leading provider of general insurance, the Tryg Group offers products to all segments of the Danish and Norwegian commercial market. The Tryg Group's products are distributed through franchisee offices in Norway who are licensed to use its brand and exclusively sell its products. The Tryg Group also sells its products through its own sales agents, customer centres, brokers, Alka (in Denmark), online sale and group agreements. The Tryg Group's Commercial products are also distributed through affinity groups. As of 31 December 2020, Commercial had 538 employees (2019: 495).

8.7.4 Corporate

The Tryg Group's Corporate operating segment provides general insurance products for larger Danish, Norwegian and Swedish businesses under the brands "Tryg" in Denmark and Norway, and "Moderna" in Sweden; these products include property, motor, liability, cargo, workers' compensation, personal accident/disease, and group life insurance. The Tryg Group's Corporate credit and surety business operates in Denmark, Norway, the Netherlands, Austria, Finland and Germany under the brand "Tryg Garanti" and in Sweden under the brand "Moderna Garanti". For the year ended 31 December 2020, Tryg Group's Corporate operating segment had gross premium income of DKK 3,876 million (2019: DKK 3,979 million), a technical result of DKK 464 million (2019: DKK 496 million) and a combined ratio of 88.0% (2019: 87.6%). As of 31 December 2020, the Corporate operating segment accounted for 17% of Tryg Group's total premium income (2019: 18%).

The Tryg Group's Corporate customers in Denmark and Norway are served either by the direct sales force of its Corporate operating segment or by insurance brokers. As of 31 December 2020, the Tryg Group had approximately 291 employees in its direct corporate sales force (2019: 290). The Tryg Group works with a wide pool of international and local brokers. The Tryg Group enters into cooperation agreements that set forth the terms of its relationship with each insurance broker through which it sells insurance. The Tryg Group's Corporate customers in Sweden are served exclusively by insurance brokers.

The Tryg Group writes insurance policies to meet the corporate insurance requirements of its customers in Denmark, Norway and Sweden. Corporate is part of the AXA Corporate Solutions global network and provides risk management and insurance solutions to AXA Corporate Solutions' large-cap corporate customers; AXA Corporate Solutions is an AXA Group company that partners with local or regional insurance companies, such as the Tryg Group, to draw on their in-depth knowledge of their home insurance markets, practices and regulation.

Since 2017, the Tryg Group has implemented numerous operational and structural initiatives focused on enhancing profitability in relation to its Corporate operating segment. The corporate market is generally challenging in all countries, even following significant price increases, especially in Norway, because the Tryg Group faces competition from large multi-national insurance companies in the corporate general insurance market. Such companies are promoted by local brokers that sell insurance products to the largest Scandinavian corporate customers and affinity group members. The Tryg Group will continue to work to re-balance its portfolio with the aim of increasing exposure to the Private and Commercial portfolios, where profitability is higher and SCRs lower.

8.7.5 Sweden

The Tryg Group's Sweden operating segment provides a broad range of general insurance products to private customers in Sweden under the brands "Moderna", "Moderna Djurförsäkringar", "Atlantica Båtförsäkring", and "Bilsport & MC specialförsäkring", including car, house, pet, child, boat and accident insurance. For the year ended 31 December 2020, the Tryg Group's Sweden operating segment had gross premium income of DKK 1,604 million (2019: DKK 1,521 million), a technical result of DKK 268 million (2019: DKK 231 million) and a combined ratio of 83.2% (2019: 84.8%). As of 31 December 2020, the Sweden operating segment accounted for 7% of the Tryg

27 May 2021

Group's total premium income (2019: 7%). Swedish personal insurance policies are automatically renewed each year, subject to applicable renewal notice requirements, policyholder cancellation notice requirements, and policyholder termination rights.

The Sweden operating segment sells its products through its own sales agents, call centres, and online. As of 31 December 2020, Tryg Group had 408 employees in Sweden (2019: 386).

8.8 Reinsurance

The Tryg Group reinsures certain liabilities to third party reinsurers as part of its ongoing risk and capital management processes. In the year ended 31 December 2020 and the year ended 31 December 2019, 6.5% and 5.6%, respectively, of the Tryg Group's gross premium income were ceded to reinsurers. 2.2% and 2.9%, respectively, of these premiums were related to the Tryg Group's fronting and captive business as of 31 December 2020 and 31 December 2019, respectively.

The Tryg Group's reinsurance programme are spread across a stable panel of reinsurers, each of which has at least an 'A' credit rating for long-tailed lines of business, at least a 'BBB' credit rating for other lines of business and DKK 750 million in capital. These reinsurance arrangements cover a range of policy risks, including building and contents risk, natural disasters and large claims. In case of major events involving damage to buildings and contents, the Tryg Group's reinsurance programme provides protection for up to DKK 7.25 billion, which is statistically sufficient to cover at least the 1-in-250-year return period, which is the generally accepted return period in the general insurance industry. Retention for such events is DKK 183 million. In case of a frequency of natural catastrophes, the Tryg Group is covered for up to DKK 600 million after total annual retention of DKK 300 million. The Tryg Group has taken out reinsurance for the risk of large claims occurring in sectors with very large sums insured. Its largest individual building and contents risks are covered by up to DKK 2 billion. Retention for large claims is DKK 100 million, gradually dropping to DKK 25 million. Single risks exceeding DKK 2 billion are covered individually. The Tryg Group has combined the minimum cover of other sectors into a joint cover with retention of DKK 100 million for the first claim and DKK 25 million for subsequent claims. Individual cover has been taken out for individual sectors as needed.

Tryg Garanti, the credit and surety business of the Tryg Group, is reinsured via a large quota share through which the Tryg Group cedes between 80% and 97% of any one risk.

8.9 Competition

The Tryg Group is the third largest and, after completion of the Acquisition, is expected to be the largest, general insurer in the Scandinavian market, based on latest available statistics from Forsikring og Pension in relation to Denmark, Finans Norge in relation to Norway, and Svensk Forsikring in relation to Sweden.

The Tryg Group believes the Scandinavian insurance industry is highly consolidated, with competition from larger regional insurers, mutual insurance companies operating in specific countries or areas and, in the corporate insurance market, a few large multi-national insurance companies. The Tryg Group believes the principal bases for competition in the direct general insurance business in the Scandinavian region include brand recognition of the issuing company, affinity group agreements of the issuing company, the utilisation of various distribution channels, the quality of service to customers before and after a contract is entered into, product flexibility and innovative product design. See "Industry Overview—Developments in the Scandinavian general insurance industry" for additional information regarding the Scandinavian general insurance market.

The Tryg Group is the largest general insurer in Denmark with a market share of 22.9% based on gross premium income in 2019, the latest full year for which data are publicly available, according to Forsikring og Pension. The Danish general insurance market is the least consolidated market in Scandinavia with market participants tending to focus on customer service, which contributes to high retention rates and therefore low expense ratios. See "Industry Overview—Developments in the Scandinavian general insurance industry—Scandinavian general insurance market – Premiums—Danish general insurance market" for additional information regarding the Danish general insurance market. Danish general insurance customers tend to hold more than one policy with the same insurance

27 May 2021

company; therefore all insurers tend to offer a broad range of products and have bundling and discount programmes. Online sales are relatively uncommon in Denmark, but are growing and expected to grow further in the coming years. See also "Industry Overview—Market conditions and outlook – COVID-19 pandemic and COVID Measures—Market conditions and outlook – COVID-19 pandemic and COVID Measures - Denmark– Denmark" for a discussion of the impact of the COVID-19 pandemic and COVID Measures on the Danish general insurance market and economy.

The Tryg Group is the fourth largest general insurer in Norway with a market share of 13.2% based on gross premiums written in 2020 (2019: 13.3%), according to Finans Norge. The Tryg Group's Norwegian business has grown in part through the acquisition of smaller Norwegian non-life insurance companies, including OBOS forsikring and Troll. The Tryg Group's main competitors in Norway are: Gjensidige; If P&C Insurance Holding Ltd, a subsidiary of Sampo plc; and Fremtind (which was formed as a result of a merger between SpareBank1 Forsikring and DNB Forsikring in 2019, previously the fourth and fifth largest property and casualty insurers in the Norwegian market). The Norwegian general insurance market is highly concentrated, with the top four insurers (including the Tryg Group) controlling approximately 74% of Norwegian market share based on gross premiums written in 2019, according to the Finans Norge. See "Industry Overview—Developments in the Scandinavian general insurance industry—Scandinavian general insurance market – Premiums—Norwegian general insurance market" for additional information regarding the Norwegian general insurance market. The Norwegian general non-life insurance market has recorded higher levels of growth in recent years compared to the Swedish and Danish general non-life insurance markets and is considered to have the largest growth potential of the Scandinavian countries as Norway is the wealthiest country in Scandinavia by GDP per capita in 2018 according to the International Monetary Fund ("IMF"). Growth in the Norwegian general non-life insurance market in recent years has been driven by household and motor rate increases and increased demand for specialty insurance. See "Industry Overview—Market conditions and outlook – COVID-19 pandemic and COVID Measures—Market conditions and outlook – COVID-19 pandemic and COVID Measures - Norway" for a discussion of the impact of the COVID-19 pandemic and COVID Measures on the Norwegian general insurance market and economy.

The Tryg Group is the fifth largest general insurer in Sweden with a market share of 3.4% based on gross premium income in 2020, according to Svensk Försäkring (2019: 3.3%). The Tryg Group's main competitors in Sweden are: Folksam Försäkringsbolag; Länsförsäkringar; If P&C Insurance Holding Ltd and Trygg-Hansa. The Swedish general insurance market is highly concentrated, with the aforementioned top four insurers controlling approximately 79% of Swedish market share based on gross premiums written in 2019, according to Svensk Försäkring. See "Industry Overview—Developments in the Scandinavian general insurance industry—Scandinavian general insurance market – Premiums—Swedish general insurance market" for additional information regarding the Swedish general insurance market. The Swedish general non-life insurance market is the largest Scandinavian insurance market, and mutual insurance companies owned by their policyholders are a strong force in the Swedish market. In recent years, large incumbent property and casualty insurers have maintained their strong positions, each with their own niches in terms of products and customer segments. See "Industry Overview—Market conditions and outlook – COVID-19 pandemic and COVID Measures—Market conditions and outlook – COVID-19 pandemic and COVID Measures - Sweden" for a discussion of the impact of the COVID-19 pandemic and COVID Measures on the Swedish general insurance market and economy.

8.10 Credit ratings

Moody's, a major international credit rating agency, has rated the Tryg Group on an annual basis since 2016. In February 2019, Moody's assigned an "A2" Issuer Rating to the Issuer. In December 2016, Moody's assigned an "A1" Financial Strength Rating with stable outlook to the Issuer. This rating was affirmed on 18 November 2020 following the announcement of the Acquisition. For business, competitive and financial reasons, it is the Tryg Group's intention to maintain an "A" range rating.

Moody's Insurance Financial Strength Ratings are opinions on the ability of insurance companies to repay punctually senior policyholder claims and obligations. According to Moody's, insurance companies rated "A" offer good financial security. However, elements may be present which suggest a susceptibility to impairment sometime in the future. Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from "Aa" through

27 May 2021

"Caa". Numeric modifiers are used to refer to the ranking within a group, with 1 being the highest and 3 being the lowest. However, Moody's states that the financial strength of companies within a generic rating symbol is broadly the same.

8.11 Legal proceedings

As of the date of this Prospectus, the Tryg Group is not, and during the previous 12 months has not been, involved in any material governmental, legal or arbitration proceeding which may have or have had in the recent past significant effects on the Tryg Group's financial position or profitability. However, the Tryg Group is a party to various legal proceedings arising in the ordinary course of business, including two pending cases involving the Danish Consumer Ombudsman. These cases are described below. Since legal proceedings are subject to numerous uncertainties, their outcome cannot be predicted with any certainty. However, the Tryg Group believes that the resolution of the legal proceedings referred to below will not have a material adverse effect on its consolidated financial condition, results of operations or cash flows, see also "Risk Factors—Litigation and regulatory investigations and sanctions may have a material adverse effect on the Tryg Group's and, following completion of the Acquisition, the Enlarged Group's business, financial condition, results of operations and prospects".

Danish Consumer Ombudsman

On 28 January 2019, Alka (now merged into the Issuer) received an indictment from the Danish prosecution service where Alka was charged with violations of the Danish Marketing Act. The indictment related to an allegedly misleading marketing campaign on Danish television and on YouTube in the period from February 2016 to November 2017. Such marketing campaign featured advertisements to the effect that prices for customers for Alka's policies would not change, which the Danish Consumer Ombudsman argued was contrary to the terms and conditions for the advertised policies, and thus, potentially misleading to consumers. Alka has been in dialogue with the Danish Consumer Ombudsman in order to enter into a settlement agreement, but the Danish Consumer Ombudsman has rejected an amicable solution as it finds the case to be a leading case of a wider public interest. The trial was scheduled to take place on 20 April 2020 at the City Court of Glostrup but was postponed. The trial took place in February 2021 and resulted in the imposition on the Issuer of a fine of DKK 16.9 million. The City Court's decision has been appealed by the Issuer and is not expected to be heard by the High Court until the second half of 2021. Although any potential fine ultimately imposed on the Issuer is expected to be insignificant in the context of the Tryg Group's business, even in a worst-case scenario, there is a risk of reputational damage for the Tryg Group in relation to this matter if the Issuer is not successful in having the City Court's decision overturned on appeal.

In addition, based on a whistle blower report, the Danish Consumer Ombudsman has chosen to initiate a case questioning the legal basis for the Tryg Group's price increases from March 2016 until February 2020 in excess of usual indexation. The price increases were related to certain insurance products for private individual consumers. In May 2020, the Tryg Group informed the Danish Consumer Ombudsman that the price increases were conducted in accordance with DFSA rules and guidance and the terms of the relevant insurance policies. In a letter of 27 October 2020 the Danish Consumer Ombudsman informed the Tryg Group that the Tryg Group's price increases (which were not notified to customers) from March 2016 until February 2020 in excess of indexation did not have a legal basis. According to the Danish Consumer Ombudsman, the customers affected by these price increases and whose claims are not time-barred or lost due to passivity have a repayment claim against the Tryg Group. The Tryg Group does not agree with the Danish Consumer Ombudsman's assessment. The Tryg Group is monitoring the situation, including in relation to implications on the Tryg Group's ability to pass on price increases to customers in Denmark.

The DFSA

The Tryg Group is currently a part of an investigation of 19 insurance companies by the DFSA regarding discrimination against pregnant women. The Tryg Group received a letter from the DFSA regarding the investigation on 28 October 2020 and submitted a detailed response to the DFSA in relation to this matter on 30 November 2020.

The Tryg Group recognised that it had, in a limited number of specific situations, failed to treat pregnant women in accordance with applicable discrimination legislation. The Tryg Group is in the process of a thorough internal in-

27 May 2021

vestigation to identify and remedy this situation. Actions taken by the Tryg Group pursuant to such internal investigation include changing standard policy wording for certain insurance terms, changing claims practices, reassessing old claims and notifying customers. The direct financial impact is currently assessed to be limited, as the Tryg Group's examination of old claims has to date identified a very limited number of wrongfully rejected claims. There is, however, a risk of reputational damage and fines for the Tryg Group in relation to this matter.

8.12 Information technology

The Tryg Group operates a number of information and communications systems in order to support its business. From 2017 to 2020, the Tryg Group has engaged in increased investment in IT. Since 1 April 2019, the IT-Data Committee has been a permanent Supervisory Board committee; the IT-Data Committee meets three times a year and advises the Supervisory Board on matters relating to information technology and data protection.

The Tryg Group's information technology systems are operated, maintained and supported by in-house providers and by third party outsourcing providers. With a growing number of its new policies being originated online, the Tryg Group's information technology infrastructure and systems underpin the business and it strives to ensure that its systems and infrastructure are kept up to date, including through use of third party partners and suppliers. The Tryg Group's most important outsourcing suppliers provide IT services, and in particular IT development and IT infrastructure services; IT outsourcing decisions, like all the Tryg Group's outsourcing decisions, are made by Supervisory Board subject to a recommendation from the Executive Board after analysis of whether the activities are suitable for outsourcing, possible risks for the Tryg Group, and how these risks maybe mitigated adequately. In 2019, the Tryg Group collaborated with approximately 100 partners and suppliers, with approximately 80% of IT external development expense spent with its ten largest partners and suppliers and approximately 85% of external infrastructure expense spent with its four largest partners and suppliers.

As an insurance business, the Tryg Group is subject to the risk management requirements of the DFBA and Solvency II. The Supervisory Board defines its risk management framework as regards, among others, IT security, in policies and guidelines for its Executive Board. The security of the Tryg Group's IT systems is regarded as being of paramount importance. The Tryg Group believes it has an adequate control environment for its operations, including in relation to IT security. The Tryg Group has established comprehensive contingency plans primarily focusing on business critical systems which seek to ensure that it can continue to operate its business in the event of an information technology systems failure and it regularly reviews and updates these plans.

8.12.1 Data protection

Data security and GDPR are important issues for the Tryg Group. From 2016 to 2018, the Tryg Group ran a Scandinavian GDPR implementation programme with assistance from PwC to prepare for the entering into force of GDPR in May 2018. Compliance with the GDPR is an ongoing task and the Tryg Group is working to further enhance its GDPR compliance framework. In 2019, the Tryg Group introduced an online learning platform to educate employees about the basics of data security. All new Tryg Group employees are required to complete e-learning programmes on GDPR and IT security as part of their onboarding programme. Following the invalidation of the EU-U.S. Privacy Shield by the CJEU on 16 July 2020 in Schrems II, the CJEU has required the adoption of "supplementary measures" to provide legal certainty for U.S. data transfers. The precise nature of such supplementary measures has been further substantiated in guidance by the European Data Protection Board ("EDPB") issued on 11 November 2020, pursuant to which the Tryg Group has established a working group to assess its transfers to countries outside the EU/EEA and to ensure that it complies with GDPR chapter V, as interpreted by the CJEU in the Schrems II ruling.

The Tryg Group also maintains an IT disaster recovery plan for business critical applications at the two data centres used by the Tryg Group. The recovery plan encompasses a variety of tests and preventive activities with the relevant persons at the two data centre sites in order to ensure compliance with pre-determined data recovery times.

Whilst the Tryg Group believes it has adequate procedures in place to protect customer data, it experienced a number of minor data breaches in its day-to-day business in the period from 25 May 2018 to 3 October 2019. These data breaches were notified to the DDPA in accordance with GDPR. Based on the Tryg Group's notifications to the

27 May 2021

DDPA, the DDPA decided on 4 November 2019 to initiate an inquiry into the matter, pursuant to which the Issuer explained the reasons for the breaches and the remedies taken to minimise the number of breaches. Based on the presented information and after an overall assessment of the case, the initiatives and safeguards in place at the Issuer, the DDPA found, on 3 April 2020, that the Issuer's follow-up on the breaches in question appeared to be adequate and in accordance with the requirements of GDPR Article 32. The DDPA considers the case closed.

In addition, from 4 July 2019 to 5 August 2020, customer data including usernames and admin access codes was exposed to Scalepoint IT developers, third-party developers employed by the Tryg Group, in Poland and the Ukraine. Scalepoint has informed the Tryg Group that the DDPA has finalised its investigation against it and has closed the case. The Tryg Group has not yet received the DDPA's final decision regarding the Tryg Group's notification of the breach. The DDPA may require that the Tryg Group notify the relevant data subjects based on a new risk assessment. However, the Tryg Group believes that the DDPA's assessment will not result in substantial sanctions.

8.13 Intellectual property

The Tryg Group has registrations for the trademarks under which it operates. In Denmark, the Tryg Group has registered, among other brands, the "Alka", "Tryg" and "Tryg Garanti" brands as trademarks and the life buoy it uses to promote the Tryg brand. In Norway, the Tryg Group has registered, among other brands, the "Tryg" and "Enter" brands together with the life buoy its uses to promote the brands and the "Enter" brand. In Sweden, the Tryg Group has registered, among other brands, the "Moderna", "Bilsport & Mc" and "Atlantica" brands.

8.14 Employees

The Tryg Group values its employees, who provide peace of mind for more than four million customers and process more than one million claims a year. The following table provides the number of the Tryg Group's full-time employees as of 31 December 2020 by country.

Country	Number of Employees
Denmark	2,859
Norway	1,100
Sweden	441
Total	4,400

The following table provides the number of the Tryg Group's full-time and full-time equivalent employees at the end of the periods indicated.

	2020	2019
Number of full-time or full-time equivalent employees	4,400	4,151

8.15 Material properties

The Tryg Group rents all of its office space used for administrative purposes. Properties are rented by the Tryg Group on market terms and conditions, except that the lease agreement for its head office in Denmark cannot be terminated by either the Tryg Group or its landlord before 2038. In Denmark, the Tryg Group rents nine regional customer centres, including one in the head office in Ballerup. In Norway, the Tryg Group rents its head office in Bergen, a regional office in Trondheim and 12 regional customer centres, including Enter Forsikring's customer centre. In Sweden, the Tryg Group rents its head office in Stockholm and six regional customer centres. The Tryg Group uses all of the aforementioned properties for administrative purposes.

27 May 2021

9. CORPORATE RESPONSIBILITY

The Tryg Group publishes an annual corporate responsibility report providing extensive ESG data and uses ESG criteria as a tool in the day-to-day management of the Tryg Group and its investments. The Tryg Group aims to be transparent, document how it complies with its corporate responsibility policy and demonstrate its results and performance in this regard. A Corporate Responsibility Board has been established, chaired by the Tryg Group's Corporate Chief Financial Officer and includes members from the business and support functions to ensure an appropriate focus on and prioritisation of the Tryg Group's corporate responsibility agenda. The Corporate Responsibility Board meets four times each year to discuss corporate responsibility risks, opportunities and recommend actions for further improvements. The Tryg Group's Corporate Responsibility Board plays an advisory role in supervising the Tryg Group's strategic direction and initiatives and its recommendations are reported to the Executive Board. In addition, the Corporate Responsibility Board oversees and monitors performance of corporate responsibility targets and follows up on or initiates such targets for the Tryg Group.

The Tryg Group has established a corporate responsibility agenda with the aim of becoming a responsible employer, offering sustainable solutions to its customers in light of globalisation, climate change, urbanisation and technological developments and ensuring a green profile for its business. In line with this agenda, the Tryg Group's role as a signatory member to the UN Global Compact and pursuant to the UN Sustainable Development Goals, the Tryg Group has disclosed the following areas of strategic focus for 2020:

Actively creating peace of mind. The Tryg Group aims to actively create peace of mind through development of claims prevention products and through participation in various initiatives such as Lifebuoys, which aims to prevent drowning accidents in Norway. For example, in 2019, the Tryg Group contributed 2,500 life buoys (2018: 2,000) through the Lifebuoys initiative. In 2020, the Tryg Group posted informational videos on its Norwegian social media websites about how to prevent drowning incidents.
Climate and environmental impact. The Tryg Group aims to reduce its waste volumes significantly, including its target of achieving carbon neutrality in 2023 and carbon emission reductions of 30% in 2023 and 50% in 2030.

The Tryg Group calculates its carbon emissions in accordance with standards set forth by the Greenhouse Gas Protocol Initiative (the "GHG Protocol"). In 2020, the Tryg Group achieved a 51% reduction in carbon emissions compared to the prior year, corresponding to a decrease of 2,626 tonnes of carbon emissions in total and 633 kg of carbon emissions per employee. However, 2020 was an unusual year due to the outbreak of the COVID-19 pandemic and related travel restrictions, which significantly reduced the amount of business travel conducted by the Tryg Group's employees. The Tryg Group intends to apply some of the learnings from the COVID-19 pandemic in order to further limit carbon emissions from business travel in the future.

Responsible workplace. The Tryg Group has established initiatives that focus on minimising or eradicating unconscious bias in the recruitment process and that tackle gender disparities at management level. The Tryg Group disclosed a target of 41% women in management positions in 2020 and has focused on improving gender balance in the workplace. The percentage of women in management positions increased from 33% in 2018 to 35% in 2019 to 38% in 2020. The Tryg Group recorded a 50% gender balance for managerial recruitments in 2020. The Tryg Group aims to continue its efforts to increase the number of women in management positions and to increase diversity at all levels of the Tryg Group's organisation.
Business ethics. The Tryg Group aims to ensure compliance with regulatory obligations as well as good governance and high ethical standards with a range of policies, action plans and management systems for, among other things, data protection, fraud detection, whistleblowing, responsible investments and supply chains.

The Tryg Group has formulated a new corporate responsibility strategy, "Driving sustainable impact", which will govern its corporate responsibility efforts up to and including 2023. This corporate responsibility strategy focuses on how the Tryg Group and its employees can contribute to a more sustainable society, and how the Tryg Group can support its suppliers and customers to make more sustainable choices. The strategy is comprised of the following three strategic pillars:

27 May 2021

Responsible company. The Tryg Group intends to engage in responsible procurement, with a 2023 target of screening between 50% and 70% of its suppliers to ensure they comply with sustainability and performance targets; the Tryg Group also aims to have 40% of these screened suppliers achieving a high performance rating. The Tryg Group aims to engage in responsible investments with 100% of its external asset managers as signatories of the UN Principles for Responsible Investment in 2023. The Tryg Group has disclosed additional targets for 2030, including achieving a 50% carbon intensity reduction from its equity portfolio and the complete exclusion of fossil fuel production companies from its portfolio. The Tryg Group also intends to create a more diverse workplace by increasing the percentage of women in management positions to 41% in 2023.
Green workplace. The Tryg Group supports the Danish government's ambition of reducing carbon emissions by 70% in 2030 compared to 1990. Its ambition to be a green workplace calls for a change in mindset, actions and habits, including in relation to the carbon footprint associated with the Tryg Group's offices, transport and travel. The Tryg Group aims to achieve a 30% reduction in its carbon footprint by 2023 and 50% by 2030, in each case compared to its carbon dioxide emissions in 2019.
Sustainable insurance. The Tryg Group intends to focus on areas in which, through its business, it can have an impact, including through the development of a framework for identifying and assessing more sustainable claims handling methods. Climate-friendly claims handling approaches include, among others, repairing car windscreens instead of replacing them. In 2023, the Tryg Group aims to achieve a 20% increase in sustainable claims spend compared to 2020 claims spend and to reduce carbon dioxide emissions by 10,000 to 15,000 tonnes from the level recorded in 2020 through the implementation of climate-friendly claims handling methods.

27 May 2021

INDUSTRY OVERVIEW

The following summary describes the general insurance market in the Scandinavian region.

10.1 Developments in the Scandinavian general insurance industry

The Scandinavian general insurance industry generated approximately DKK 167 billion of gross premium income on direct insurance business in 2019, which was approximately 5% of the region's GDP. The industry is relatively consolidated with the largest four companies by gross premium income accounting for 58.4%, 75.9% and 78.8% of total market share in Denmark, Norway and Sweden, respectively, in 2019. The Scandinavian general insurance industry comprises publicly listed companies, mutual companies and privately held companies. Mutual insurance companies owned by their policyholders have a strong presence in the Swedish general insurance market in particular.

10.1.1 Scandinavian general insurance market – Premiums

The table below presents the annual growth in gross premium income in each of the countries in the Scandinavian region from 2015 to 2019.

Annual Growth in Gross Written Premium Income(1)(2)

	CAGR	2019	2018	2017	2016	2015
	(%)	(%)	(%)	(%)	(%)	(%)
Denmark(3)	1.7	1.8	5.6	1.8	0.0	(0.7)
Norway(4)	2.7	6.3	4.1	2.1	(0.4)	1.1
Sweden(5)	5.5	4.9	3.7	5.3	8.2	5.5

(1) Compound Annual Growth Rate ("CAGR") over 2015 to 2019.
(2) Percentage increase over prior year based on local currency.
(3) Insurance & Pension Denmark (Forsikring & Pension).
(4) FNH Norwegian Financial Services Association (now a part of Finance Norway (Finans Norge)): Financial Year 2020 and Resultater i skadeforsikring 1994 - 2019.
(5) Insurance Sweden (Svensk Försäkring): Swedish Insurance in Figures, Gross Premium Income between 2014 to 2019 issues.

Growth in the general insurance market in Scandinavia has been fairly stable across the market since 2015. The overall growth in gross premium income in the Scandinavian region was driven to a large extent by pricing increases as well as some organic business growth, with leading general insurance companies focusing within one or more Scandinavian markets recording the strongest levels of year-on-year growth (i.e. mid-single digit growth rates).

There are common features across Danish, Norwegian and Swedish general insurance markets. These markets are highly consolidated, profitable and mature compared to other general insurance markets around the world with both high retention rates and low expense ratios relative to other general insurance markets. Many of the larger market participants in the Scandinavian general insurance market have engaged in strategic acquisitions of smaller companies, contributing to market consolidation. A discussion of the distinct features of each of the Danish, Norwegian, and Swedish general insurance market is set forth below.

10.1.1.1 Danish general insurance market

The size of the Danish general insurance market was approximately DKK 58 billion in 2019, having grown at a compound annual growth rate of 1.7% over 2015 to 2019. The Danish general insurance market is the least consolidated market in Scandinavia, with market participants tending to focus on customer service to improve customer loyalty and developing more advanced pricing. Both Danish personal and commercial markets are multi-policy markets where customers tend to hold more than one policy with the same insurance company; therefore, all insurers tend to offer a broad range of products and have bundling and discount programmes. Online sales are relatively uncommon in Denmark, but are growing and are expected to grow further in the coming years. A few pure online challenger general insurance companies have entered the Danish market, but to date they have not gained a significant foothold in the market.

27 May 2021

10.1.1.2 Norwegian general insurance market

The size of the Norwegian general insurance market was approximately DKK 48 billion in 2019, having grown at a compound annual growth rate of 2.7% over 2015 to 2019. The Norwegian general insurance market has recorded higher levels of growth in recent years compared to the Swedish and Danish general insurance markets and is considered to have the largest growth potential of the Scandinavian countries as Norway is the wealthiest country in Scandinavia by GDP per capita in 2018 according to the IMF. Growth in the Norwegian general insurance market in recent years has been driven by household and motor rate increases and increased demand for specialty insurance. The large incumbent players in the Norwegian general insurance market have seen their market shares plateau or marginally decline due to the entrance of new players, predominantly focusing on specialist market segments, with larger incumbents tending to focus on expense reductions and profitability initiatives.

10.1.1.3 Swedish general insurance market

The size of the Swedish general insurance market was approximately DKK 62 billion in 2019, having grown at a compound annual growth rate of 5.5% over 2015 to 2019. The Swedish market has seen the strongest growth of the three markets, driven by a combination of pricing increases and growth in demand across several key product lines (including Motor and Child insurance), supported by higher rates of population growth than either Norway or Denmark. The Swedish general insurance market is the largest Scandinavian insurance market, and mutual insurance companies owned by their policyholders are a strong force in the Swedish market. In recent years, large incumbent general insurers have maintained their strong positions, each with their own niches in terms of products and customer segments. Insurance aggregators have a presence in the Swedish general insurance market, albeit with significantly lower penetration than in the UK or other continental European general insurance markets. In this context, insurance aggregators refer to platforms (usually websites) that gather quote information from a range of competing insurance brands for a given risk. This allows consumers to compare the price and terms of the coverage offered without relying on a third-party (e.g. a broker or sales agent).

10.1.2 Scandinavian general insurance market – claims ratio

10.1.3 The table below presents the development in claims ratio for the last five years in each of the countries in the Scandinavian region.

	Claims Ratio
	2019	2018	2017	2016	2015
	(%)	(%)	(%)	(%)	(%)
Denmark(1)	70.9	68.8	66.8	67.9	72.9
Norway(2)	73.9	71.9	68.0	68.0	69.5
Sweden(3)	75.2	72.8	70.8	69.5	74.9

(1) Insurance & Pension Denmark (Forsikring & Pension).
(2) FNH Norwegian Financial Services Association (now a part of Finance Norway (Finans Norge)); Finansåret 2020 – Godt år for skadeforsikring.
(3) Statistics Sweden (SCB)

The overall claims ratio trend across Denmark has remained stable. The principal reasons for this have been disciplined underwriting and professional management across the industry, as well as a higher market share held by listed insurers.

The overall claims ratio trend across Norway has slightly deteriorated since 2015. The principal reason for this has been claims inflation within the Motor business due to the shift towards more expensive car brands among policyholders. However, the industry figures are also affected by greater levels of annual volatility caused by weather-related losses than the other two Scandinavian markets.

The overall claims ratio trend across Sweden has been fairly stable. However, it is marginally higher than the other two Scandinavian markets (average of 72.6% over 2015-2019 compared to 70.3% for Norway and 69.5% for Denmark). The principal reason for this is the high market share held by mutual insurers (in particular Länsförsäkringar and Folksam, see below) who tend to operate at lower levels of underwriting profitability than listed peers.

27 May 2021

10.1.4 Scandinavian general insurance market – expense ratio

The table below presents the development in expense ratio for the last five years in each of the countries in the Scandinavian region; expense ratios tend to benefit from economies of scale, and the Scandinavian markets additionally benefit from highly loyal customers, which lowers their required marketing costs.

	Expense Ratio
	2019	2018	2017	2016	2015
	(%)	(%)	(%)	(%)	(%)
Denmark(1)	16.6	16.4	17.4	18.3	18.1
Norway(2)	19.4	18.6	18.7	17.5	15.5
Sweden(3)	20.9	20.7	21.1	22.1	23.0

The overall expense ratio trend across Denmark has improved over time. The principal reasons for this are the steps taken by the largest market players to improve cost efficiency via automation, improved procurement and leveraging scale benefits. The Tryg Group, Topdanmark and Codan have all been active in this regard.

The overall expense ratio trend across Norway has been negative over the last few years. Following a decline in industry expense ratios from the early 2000s, the trend began to reverse from 2015. The principal reasons for this are increasing cost of technology spending and weakening of Norwegian Krone.

The overall expense ratio trend across Sweden has improved over recent years. The absolute level of the expense ratio is somewhat higher than in the other two markets, mainly attributable to the lower cost efficiency of the mutual players that comprise the majority of the market.

10.2 Products and distribution

The main general insurance product lines in the Scandinavian region include motor, homeowners' (including contents insurance), personal accident and health, property, and marine and transport. In Denmark and Norway, workers' compensation and liability are also important products in the commercial and corporate segment. Private customers and SMEs in the Scandinavian general insurance market have displayed a preference for product bundles versus pricing and selecting individual products as well as a willingness to pay for good customer service. Competitors in the Scandinavian general insurance markets therefore tend to focus on customer service, cross-selling efforts as well as controlling costs.

The following table sets out the size of the main segments of the general insurance market in Denmark.

Line of business	Premiums (DKK billions) (as at December 31, 2019)	Premiums (%) (Year to December 31, 2019)
Motor total	16.5	28.6
Property	20.0	34.7
Accident & health	12.9	22.4
Liability	2.9	5.0
Workers' compensation	2.5	4.3
Marine, aviation & transport	1.4	2.5
Other	1.5	2.5
Total	57.7	100.0

Source: The Danish Financial Supervisory Authority and Insurance & Pension Denmark (Forsikring & Pension).

The following table sets out the size of the main segments of the general insurance market in Norway.

Line of business	Premiums (DKK billions) (Year to December 31, 2019)(1)	Premiums (NOK billions) (Year to December 31, 2019)	Premiums (%) (Year to December 31, 2019)
Motor total	17.9	23.5	37.5

27 May 2021

Line of business	Premiums (DKK billions) (Year to December 31, 2019)^{(1)}	Premiums (NOK billions) (Year to December 31, 2019)	Premiums (%) (Year to December 31, 2019)
Private property	9.7	12.8	20.4
Commercial property	6.3	8.3	13.3
Accident & health	5.6	7.4	11.8
Travel	2.7	3.6	5.7
Workers' compensation	1.7	2.2	3.6
Other^{(2)}	3.7	4.8	7.7
Total	47.6	62.8	100.0

Source: Finance Norway (Finans Norge)
(1) Converted at average DKK/NOK FX rate in 2019.
(2) Including credit, leisure boat, cargo and fish farming

The following table sets out the size of the main products of the general insurance market in Sweden.

Line of business	Premiums (DKK billions) (as at December 31, 2019)^{(1)}	Premiums (SEK billions) (as at December 31, 2019)	Premiums (%) (Year to December 31, 2019)
Motor total	22.2	31.4	35.8
Commercial property	13.8	19.6	22.3
Home	12.3	17.4	19.8
Health, accident & illness	8.1	11.5	13.1
Other	5.6	7.9	9.0
Total	62.0	87.9	100.0

Source: Svensk Forsakring
(1) Converted at average DKK/SEK FX rate in 2019.

Although distribution platforms in the countries of the Scandinavian region are not identical, the primary distribution channels for general insurance products include direct distribution through the internet, a company's own sales agents, call centres, banks, franchisees and affinity agreements. Scandinavian general insurance companies often have affinity agreements with financial institutions, trade unions, professional associations and other groups to offer their members personal and commercial insurance products. Broker-led distribution is less common, especially in the private individual and small and medium-sized enterprise segments, although it is an important channel for the corporate segment. The internet and bancassurance distribution channels are increasing in importance; compared to the UK and other mature insurance markets, online sales in Scandinavia are relatively uncommon, especially in Denmark, but are growing and are expected to grow further in coming years. In addition, products are, more commonly than in other markets, sold in bundles that serve various risk categories as well as potentially various family members, which has been driving customer loyalty.

10.3 Competition

Competition in Europe for private individuals and small and medium-sized enterprises is principally on a national basis while competition in the corporate sector is increasingly on a European basis. The main industry participants by gross premium income that operate in more than one Scandinavian country are Sampo plc (parent company to If P&C Insurance Holding Ltd and Topdanmark A/S), the Tryg Group and RSA Scandinavia.

As of 31 December 2019, the top four insurers in Denmark, Norway, and Sweden have approximately 58.4%, 75.9% and 78.8%, respectively, of the general insurance market based on gross premium income.

The following table sets out the market shares based on gross premium income in the general insurance market in Denmark:

27 May 2021

(in %)	2014	2015	2016	2017	2018	2019
Tryg	18.1	18.0	18.0	17.9	17.6	22.9
Topdanmark	17.6	17.3	16.8	16.7	16.2	16.3
Codan(1)	11.7	11.2	11.0	10.5	10.4	9.9
Alm. Brand	9.7	9.7	9.5	9.5	9.3	9.3
Others	42.9	43.8	44.7	45.4	46.5	41.6
Total	100.0	100.0	100.0	100.0	100.0	100.0

Source: Insurance & Pension Denmark (Forsikring & Pension)
(1) RSA trades in Denmark as Codan.

The following table sets out the market shares based on gross premium income in the general insurance market in Norway:

(in %)	2014	2015	2016	2017	2018	2019
If	22.6	21.9	21.2	21.1	21.1	21.1
Gjensidige	25.3	25.3	25.6	25.3	25.6	25.6
Fremtind (1)	10.1	10.0	10.2	10.4	10.7	15.9
Tryg	13.8	13.4	13.4	13.0	13.1	13.3
Codan	2.5	2.6	2.7	2.9	2.3	2.1
Others (2)	25.7	26.9	26.9	27.3	27.2	22.0
Total	100.0	100.0	100.0	100.0	100.0	100.0

Source: Finance Norway (Finans Norge)
(1) Formerly SpareBank 1 Forsikring through 2018.
(2) Includes DNB Forsikring until 2018; from 2019 onwards DNB Forsikring is included in the Fremtind totals.

The following table sets out the market shares based on gross premium income in the general insurance market in Sweden:

(in %)	2015	2016	2017	2018	2019
Länsförsäkringar	29.8	30.2	30.8	30.3	30.2
If Skadeförsäkring	18.2	18.3	18.5	18.2	18.3
Folksam	16.3	16.5	15.7	16.0	16.2
Trygg-Hansa(1)	15.4	15.1	14.6	14.6	14.1
Moderna(2)	2.9	2.8	3.2	3.0	3.3
Others	17.4	17.1	17.2	17.9	17.9
Total	100.0	100.0	100.0	100.0	100.0

Source: Swedish Financial Supervisory Authority
(1) RSA trades in Sweden as Trygg-Hansa.
(2) Tryg trades in Sweden as Moderna.

The Tryg Group had a 12.0% market share of the Scandinavian market in 2019, based on gross premium income (RSA: 9.3%). In Denmark, the Tryg Group had a market share of approximately 22.9% based on gross premium income for 2019 and was the largest general insurance company in the Danish market; Codan Denmark had a market share of 9.9% and was the third largest general insurance company in the Danish market. In Norway, the Tryg Group had a market share of approximately 13.3% based on gross premium income for 2019 and was the fourth largest general insurance company in the market; Codan Norway had a market share of 2.2% and was the eighth largest general insurance company in the Norwegian market. In Sweden, the Tryg Group had a market share of approximately 3.3% based on gross premium income for 2019 and was the fifth largest general insurance company in the market; Trygg-Hansa had a market share of 14.1% and was the fourth largest general insurance company in the Swedish market.

100

27 May 2021

The principal basis for competition in the direct general insurance business in the Scandinavian region include brand recognition of the issuing company, the utilization of various distribution channels, the quality of customer service before and after sales of insurance products (including claims handling), product flexibility and innovative product design. In addition, several insurers operate under a (quasi-)mutual model and/or give bonuses/rebates back to their customers on an annual basis (e.g. Tryg and Gjensidige).

10.4 General market trends

The Scandinavian general insurance industry has been characterized by certain significant trends in recent years, including the following:

Strong market positions. The Scandinavian market is characterized by a few large domestic or Scandinavian regional companies having significant market share in specific Scandinavian countries. Several Scandinavian companies (including If and Tryg) have strong market positions in two or more Scandinavian countries. The Scandinavian marketplace structure has been altered through a number of significant mergers and acquisitions. The strong market shares enjoyed by large domestic companies in the Scandinavian region and by several pan-Nordic companies have allowed these companies to implement measures to take advantage of economies of scale. These strong market shares and their brands have made it difficult for new players to enter the market and for existing players to grow market shares.
Stable general insurance market. The Scandinavian general insurance markets remain relatively stable in terms of top-line growth and product offerings. The overall growth in gross premium income in the Scandinavian region in recent years is to a large extent a result of rate increases as well as organic business growth. The Scandinavian countries are characterised by a high level of general insurance penetration – general insurance premiums per capita for each of the Scandinavian countries are within the top 20 countries globally. This is attributable to the fact that households are generally wealthy and tend to cover their insurance needs relatively well. Retention levels are also very high in the Scandinavian region compared to nearly everywhere else in the world. This is a key profitability driver as high retention rates help insurers keep their overall expenses low. Renewals by existing customers are associated with lower cost of sales and claims ratios than policies for new customers. Products are quite frequently sold in bundles with various exposures being covered in a package.
Focus on general insurance. The large domestic and pan-Nordic companies have increasingly focused their business on general insurance by divesting life insurance and other non-insurance businesses. The high profitability and return on capital generated by their general insurance operations has made them relatively more attractive than other sub-sectors. For example, life insurance and banking operations have both been hampered by low interest rates, while the introduction of the Solvency II capital framework in 2016 increased SCRs for life insurance operations.
Cost efficiencies. The most important cost driver is the high retention ratios. High levels of customer service and the market standard automatic renewal across the region reduces the overall cost. Many market participants in the Scandinavian general insurance industry have in recent years focused on improving back office functions and other cost efficiencies, including streamlining claims handling. Scandinavian general insurance companies have some of the lowest combined ratios among European and other international insurance companies, driven primarily by low expense ratios. These expense ratios reflect Scandinavian market participants' focus on cost efficiencies as well as the characteristic features of the Scandinavian general insurance market, namely, high levels of general insurance penetration among households and businesses and high retention rates. Operators are generally technologically advanced and the region benefits additionally from relatively low levels of fraud.
Direct distribution channels. Product distribution in the Scandinavian general insurance market has continued to be primarily through direct channels such as a company's own sales force, call centres, franchisees and banks. Compared to other Western European general insurance markets, brokers are a less significant distribution channel in the Scandinavian region. Pricing products so that brokers' commissions are paid directly by customers and not by insurance companies has become the market standard. Bancassurance and online distribution channels have become increasingly important. Compared to the UK and other mature

101

27 May 2021

insurance markets, internet sales in Scandinavia are relatively uncommon, especially in Denmark, but internet sales are growing and expected to grow further in coming years.

Increasing focus on M&A, particularly overseas. Several of the largest players in the market have made a number of strategic acquisitions over recent years in order to acquire incremental capabilities and mitigate low organic growth. These include Gjensidige's acquisitions of Mølholm Forsikring (Denmark) and PZU Lietuva (Lithuania). Sampo has also recently completed the acquisition of UK insurer Hastings, while also making a number of strategic fintech investments in Bank Norwegian (digital banking), Intrum (debt management), Nets (payments), Nordax (online specialist banking) and Saxo Bank (online trading platform), and increasing its stake in Topdanmark to 46.7%. The Tryg Group's recent transactions have included the acquisitions of Alka, two small Norwegian companies as well as the acquisition of several distribution agreements.

10.5 Market conditions and outlook – COVID-19 pandemic and COVID Measures

In the first half of 2020, the world economy was heavily impacted by the outbreak of COVID-19 and related COVID Measures. Significant monetary and fiscal easing has been implemented worldwide to prevent the global economies from grinding to a complete halt, and macroeconomic forecasts for 2020 have been revised down dramatically. In addition, during the month of March 2020, several authorities – starting with EIOPA followed by national financial supervisory authorities – expressed concern about financial institutions, including insurance companies, distributing dividends, considering the adverse capital market movements and the very challenging macroeconomic scenario ascribable to the COVID-19 outbreak. Supervisory recommendations in this regard were evolving through the second half of 2020 and continue to do so through 2021.

Despite these developments, market participants in the Scandinavian general insurance market have remained profitable in 2020. Scandinavian general insurance market participants have generally reported that the largest impact of the COVID-19 pandemic and related COVID Measures was observed in travel insurance portfolios, with an unprecedented increase in travel insurance claims reported in the first half of 2020, particularly in the first quarter. The impact of the increase in travel insurance claims was limited to varying extents by reinsurance coverage and largely offset by lower claims frequencies in motor, accident and property (home and contents) lines of business. Indeed, across the industry, a number of insurers reported a reduction in claims across these lines of business from the second to the fourth quarter of 2020, more than offsetting the initial cost from travel insurance claims. However, there were also additional non-underwriting expenses incurred in relation to implementing COVID-19 compliant work spaces and the roll-out of additional technology to enable home working.

The general macroeconomic outlook in Scandinavia is currently rebounding following a significant setback in the first half of 2020, although it is too early to assess the possible impact of the second wave of COVID-19. Following the outbreak of COVID-19, a period of high uncertainty and volatility has characterised financial markets developments; capital markets recovered from losses booked in the first three months of 2020 in the second and third quarter of 2020 which has generally had positive impacts on the investment results of Scandinavian general insurance companies. Scandinavian government indebtedness remains comparatively low, unemployment rates are expected to improve, and GDP growth is expected to be close to 3-4% across Scandinavia in 2021. These economic forecasts remain somewhat sensitive, as they are highly dependent on COVID-19 developments, including the ability of governments to control the situation and progress of the ongoing vaccination programmes. During those periods, the impact on a number of lines (for example, contents and motor, and ordinary travel) was fewer claims. Despite the start of vaccination programmes in both Denmark and Norway at the end of December, the Danish and Norwegian authorities extended COVID-19 restrictions and implemented new national and regional measures throughout the first quarter of 2021.

Premium growth in the Scandinavian general insurance market is positively correlated with economic growth, with the Scandinavian commercial general insurance market traditionally being more dependent on supportive macro trends. However, given the unprecedented economic uncertainty, both personal and commercial insurers may face some top-line risk as government-issued aid packages are phased out, potentially resulting in higher unemployment and a faster rate of business closures.

27 May 2021

10.5.1 Market conditions and outlook – COVID-19 pandemic and COVID Measures - Denmark

Whilst economic activity has decreased in Denmark following the COVID-19 outbreak, the level of business bankruptcies recorded in Denmark has actually been lower than in previous years. Unemployment rates have in general showed an increase, especially in the hotel and restaurant industry. Job losses recorded during the period from March to July 2020 were three times as high as "normalised" levels. It is too soon to draw conclusions about the impact of the COVID-19 pandemic and COVID Measures as the Danish Government has provided substantial aid packages to many companies and thus a larger impact may be observed when these aid packages are phased out. Wide spread travel restrictions imposed by governments in response to the COVID outbreak have led to a downturn in car usage, new car registrations and motor insurance premiums. This trend is ongoing through early 2021 due to the continuation of COVID restrictions and the potential reduction in economic activity caused by the phasing out of government support packages.

10.5.2 Market conditions and outlook – COVID-19 pandemic and COVID Measures - Norway

Whilst economic activity has sharply decreased in Norway following the COVID-19 outbreak, the level of business bankruptcies has not significantly increased compared to previous years. It is too soon to draw conclusions about the impact of the COVID-19 pandemic and COVID Measures on the Norwegian economy as substantial government aid packages were provided to many companies following the outbreak of COVID-19, thus mitigating the impacts of the pandemic in the short-term. A larger impact may be observed when these aid packages are phased out. The Norwegian hotel and restaurant industries in particular are struggling. Wide spread travel restrictions imposed by governments in response to the COVID outbreak led to a downturn in car usage, new car registration and motor insurance. This trend is ongoing through early 2021 due to the continuation of COVID restrictions and the potential reduction in economic activity caused by the phasing out of government support packages.

10.5.3 Market conditions and outlook – COVID-19 pandemic and COVID Measures - Sweden

As in other insurance markets, travel restrictions relating to the COVID-19 pandemic led to an increase in travel insurance claims in the Swedish personal and commercial insurance markets. The Swedish commercial insurance market was significantly impacted by the COVID-19 outbreak with high levels of bankruptcies recorded in various industries, and in particular in the hospitality and transport services industries. In April 2020, Creditsafe reported that the number of bankruptcies filed in Sweden was the highest in 20 years. The initial wave of bankruptcies flattened in July 2020 but the risk of a second wave persists. It should be noted that many Swedish companies are still suffering as a result of the COVID-19 pandemic and COVID Measures and thus are heavily dependent on a return to normal revenue levels in order to avoid bankruptcy.

The decline in commercial activity resulting in an increase in business bankruptcies also impacted the Swedish insurance industry's motor insurance business. For instance, similar to the effects seen in Denmark and Norway, a decline in car usage led to decreased sales of motor insurance. However it is important to remember that a drop in new car sales will not necessarily lead to significant impact on premium income as existing cars will continue to require motor insurance coverage. New car sales have decreased significantly with almost a 50% decline seen in April and May 2020. The increase in new car sales observed in June 2020 was driven by COVID-19 related production and delivery delays, with orders placed before the outbreak of the COVID-19 pandemic being fulfilled in June and thus not indicating a reversal in this adverse trend. Car rentals have also decreased significantly following the COVID-19 outbreak, a trend which is expected to continue throughout and beyond the end of 2020. In addition, there was an increase in demand for boat insurance as many people were "staycationing" in Sweden instead of travelling abroad. However, this is likely to reverse once COVID Measures are eased and travel restrictions are withdrawn.

27 May 2021

11. RISK MANAGEMENT

11.1 Introduction

Risk management forms an integral part of the Tryg Group's business model and is critical to its success. Proper risk management is crucial not only to the Tryg Group, but also to its shareholders, supervisory authorities and customers, who rely on the Tryg Group to meet its obligations to them.

The Tryg Group has adopted a number of policies, procedures and guidelines that contribute to the management of risk activities such as underwriting and reinsurance, claims handling, investments, IT security etc. These guidelines are also supported by a delegation of authority structure which stipulates which persons may take certain actions. Altogether, these policies, guidelines and business procedures constitute the internal framework within which the business must act. In the Tryg Group, a general risk management policy constitutes the framework for a number of underlying risk policies, which reflect the Supervisory Board's guidelines for specific risk areas in more detail.

Risk appetite is also part of the internal risk framework and it is defined as the risk the Tryg Group is willing to take in order to meet its strategic targets. This means that the risk appetite is a critical component that connects the Tryg Group's strategic targets with its operational plans. The risk appetite determines the considerations and decisions upon which the framework and policies are based, and the risk strategy describes how this is implemented in practice.

The Solvency II regime emphasises the need for sound risk management and has introduced additional requirements concerning risk governance, consistency across the Tryg Group and top management reporting and involvement. The Tryg Group has implemented a governance structure in compliance with Solvency II.

In addition to the requirements under Solvency II, the Tryg Group has chosen to appoint a special Supervisory Board Risk Committee which monitors the capital and risk management activities on behalf of the Supervisory Board.

The Tryg Group has further chosen to implement a partial internal model, approved by the DFSA, which models insurance risk while all other risks are modelled using the Solvency II standard formula.

The Tryg Group does not expect to materially change its approach to risk management as described in this section following the contemplated acquisition of RSA Scandinavia in connection with the Scandinavia Carve-Out or after the completion of the contemplated Demerger where Trygg-Hansa and Codan Norway will become a part of the Issuer and thereby form part of the Tryg Group.

11.2 Risk organisation

Risk management in the Tryg Group is divided into 'three lines of defence', with the business areas constituting the first line of defence, the key functions Risk Management, Actuarial and Compliance constituting the second line of defence, and the Internal Audit auditing the Tryg Group in the third line of defence and reporting directly to the Supervisory Board.

27 May 2021

Figure 8: Lines of defence in the Tryg Group's risk management function

The Risk Management function consists of a group risk management department and decentralised risk managers in the individual business areas. The decentralised risk managers are anchored in the respective business areas, and also have a dotted reporting line into the group risk management department, i.e. a matrix organisation is in place.

The decentralised risk managers form an essential part of the Tryg Group's second line of defence and are responsible for carrying out the activities of the risk management function in their respective business areas. The decentralised risk managers assist, advise and instruct the business management in questions relating to risk management and compliance and ensure the implementation of processes, controls and reports planned by the risk management function and the compliance function.

11.3 Key functions

The Executive Board has appointed a person responsible for each of the compliance, actuarial and risk management functions. The internal audit function is handled by internal audit, and the person responsible for the function is appointed by the Supervisory Board.

With the implementation of the four key functions comes a requirement for independence, which the Tryg Group has ensured by placing the risk management and the actuarial functions under group finance, the compliance function under group legal & compliance Nordic, and the internal audit function under internal audit.

In addition, the Executive Board has formed a Risk Committee, the purpose of which is:

to ensure an overall overview of the Tryg Group's insurance, market, model and operations-related risks: and
to ensure the adequate involvement of key functions.

The Executive Board and the responsible for each of the risk management function, the actuarial function and the compliance function are members of the Executive Board's Risk Committee.

27 May 2021

A special subcommittee, the Investment Risk Committee, has been formed under the Executive Board's Risk Committee to oversee risk management within the investment unit of the Tryg Group, to monitor risk taking in investments and ensures that this is in accordance with the investment policy, and to prepare recommendations for the Executive Board's Risk Committee regarding investment risk management.

11.4 Own risk and solvency assessment

The ORSA is the Tryg Group's own risk and solvency assessment based on the Solvency II principles, which implies that the Tryg Group must assess all material risks to which the Tryg Group is or may be exposed. The ORSA also contains an assessment of whether the calculation of the SCR is reasonable and reflects the Tryg Group's actual risk profile. Moreover, the projected capital requirement is also assessed over the Tryg Group's strategic planning period. The Tryg Group's risk activities are implemented via continuous risk management processes, where the main results are reported to the Supervisory Board and the Supervisory Board's Risk Committee during the year. Therefore, the ORSA report is an annual summary document assessing all these processes.

It is the Supervisory Board's responsibility to have the overview of risks associated with the Tryg Group's business model, and to assess whether the processes used to determine the accurate risk profile of the Tryg Group are adequate.

The result of the Tryg Group's risk management processes constitutes the basis for the Supervisory Board's own risk and solvency assessment. The information is delivered by the risk management function.

The SCR is calculated on the basis of the Tryg Group's partial internal model, where insurance risks are modelled using an internal model, while other risks are described using the Solvency II standard formula.

11.5 Risk profile

The risk management of the Tryg Group involves the assessment of a large number of risks that affect its activities. The Tryg Group's main risk areas are insurance risk, market risk, credit risk, liquidity risk and operational risk. In addition, other material risks include strategic risk, compliance risk and emerging risks.

11.5.1 Insurance risk

Insurance risk is the risk of loss or of adverse change in the value of insurance liabilities, due to inadequate pricing and provisioning assumptions. Insurance risk consists of underwriting risk which is the risk associated with current year's underwriting and reserving risk associated with the run-off of previous underwriting years.

Underwriting risk

Underwriting risk is managed primarily through the Tryg Group's insurance policy as defined by the Supervisory Board, and administered through, inter alia, business procedures and underwriting guidelines.

Reinsurance is used to reduce the insurance risk in situations where this cannot be achieved to a sufficient degree via ordinary diversification.

The principal factors affecting insurance risk include:

Premium rates

The risk that market competition could have an adverse effect on premium rates, or that the internal pricing process (models) produce inadequate risk premiums.

Claim severity

Average claim severities may vary due to changing technology, claims mixes or claims inflation, for example increases in wage levels due to high demand for certain types of labour. The risk associated with individual

27 May 2021

large claims is controlled reasonably well by the use of reinsurance, but the potential frequency of large losses will represent a risk factor for the underwriting risk.

Claim frequency
Claims frequency may be subject to unpredicted variations e.g. due to changes in product conditions, technology or macroeconomic conditions.
Risk accumulation
Risk accumulation is where an event, e.g. a storm, causes several claims within the same geographical area.

Reserving risk

Reserving risk is a part of the insurance risk of the Tryg Group.

Reserving risk relates to the risk of the Tryg Group's insurance provisions being inadequate. The Supervisory Board lays down the overall framework for the handling of reserving risk in the insurance policy, while the overall risk is measured in the partial internal model. The uncertainty associated with the calculation of claims reserves affects the Tryg Group's results through the run-off on reserves. Long-tailed reserves, in particular, are subject to interest rate and inflation risks.

Interest rate risk is hedged by means of the Tryg Group's match portfolio which corresponds to the discounted claims reserves. In order to manage the inflation risk of Danish workers' compensation claims reserves, the Tryg Group has bought zero coupon inflation swaps. The Tryg Group determines the claims reserves via statistical methods as well as individual assessments. The Actuarial function conducts an internal actuarial review of the adequacy of reserves on a quarterly basis. The result of this review is reported to the Supervisory Board on a semi-annual basis.

The principal factors affecting reserving risk include:

Changes in claims handling procedures
The Tryg Group sets up case reserves for larger claims on a case-by-case basis. Changes in the practice for case reserving may introduce uncertainty in the total level of reserves.
Changes in legislation and court practice
Legislative changes may affect the level of insurance compensation for past accident periods, and hence the required level of claims reserves.
Claims inflation
Unexpected changes in the claims inflation can affect long-tailed business like liability insurances and Danish workers compensation.

As at 31 December 2020, the Tryg Group's claims reserves net of reinsurance totalled DKK 23,871 million with an average duration of approximately 4.6 years.

Business model and exposure

Assessment of the Tryg Group's actual risk profile is performed on an ongoing basis throughout the year. Prior to the acceptance of an insurance risk, the exposure is quantified via technical underwriting based on tariffs, and for larger risks also an individual risk assessment. Individual large risk exposures are managed through the use of reinsurance, and the aggregate risk profile taking into account the degree of risk diversification is again further managed through reinsurance programmes for particular risk types or lines of business.

27 May 2021

The resulting risk profile is quantified in the Tryg Group's partial internal model, which is also applied in the allocation of capital to the individual business areas and lines of business in accordance with the risk associated with these entities.

The allocated capital as a percentage of premium, referred to as the capital charge, is used to determine the risk premium required to support a certain return on equity. Sweden has a somewhat higher capital charge compared to Denmark and Norway as some lines of business (for example Motor third party liability) have a longer tail as claims are paid out as annuities rather than lump sums.

The quantified risk profile is assessed on a quarterly basis, and is supplemented by a risk identification process, whereby each business area reports foreseeable risks that may affect their business in both a short and long-term perspective.

The Tryg Group's insurance policy and guidelines approved by the Supervisory Board specify underwriting limits and conditions which thereby define the risk appetite of the Tryg Group.

The fundamental processes of evaluating, quantifying and controlling the insurance risks are:

The Tryg Group's price and tariff analysis, which ensures that prices properly reflect the underlying risk
The partial internal model, which quantifies the remaining risk after reinsurance and diversification, and determines the earnings margin targets
Technical provision analysis to evaluate the development in accident years within all lines of business

Furthermore, the insurance risk is evaluated as part of the risk identification process. In addition, reviews of the technical provisions are performed quarterly, evaluating the appropriateness of the Tryg Group's reserving methods.

Risk concentrations - insurance risk

Risk concentrations for insurance risk can broadly be split into two types (i) concentration by events and (ii) concentration by location. Concentration by events can occur for the property area, where the main perils are windstorms, cloudbursts and flooding, and similarly for the liability areas serial claims can cause a concentration of losses.

Concentration by location occurs where a single risk or a number of different risks represent a large loss potential in the case of physical damage to a particular area such as fire, terrorism etc.

The Tryg Group's reinsurance programme covers concentration by events up to approximately 250-year events, and for weather related events additional cover is arranged to limit the annual net loss in the case of multiple events. For the concentration by location, reinsurance cover is established on an individual basis to cover the estimated maximum loss (EML) of the risk, and additional cover is established to cover any EML breakthroughs.

In general, the Tryg Group has a well-diversified insurance portfolio due to its large customer base in the Nordic countries.

Risk management of insurance risk

The Tryg Group uses risk mitigation within all significant areas. The effect of these steps is measured and reported continuously and when relevant included in the calculation of the Tryg Group's SCR. The most significant types of mitigation for insurance risk are:

Insurance policy limitations on acceptance of risk

27 May 2021

In general, the Tryg Group's insurance policy contains limits which ensure that the Tryg Group does not accept risks that are not within the Supervisory Board's risk appetite. Continuous follow-up is performed to ensure compliance with the limits set out in the insurance policy.

Inflation risk on workers' compensation

Workers' compensation claims are regulated by a workers' compensation index. This risk is covered by inflation swaps.

Reinsurance

The purchase of reinsurance follows the insurance policy approved by the Supervisory Board. Each year the Supervisory Board approves a plan for the purchase of reinsurance in accordance with the insurance policy.

Proportional reinsurance is used in special areas (e.g. guarantee) to balance the portfolio mix to a level where diversification ensures optimum effect. The Tryg Group's reinsurance programme and facultative reinsurance are used to reduce the risk associated with large claims for both portfolios and individual large risks. In case of major events involving damage to buildings and contents, the Tryg Group's reinsurance programme provides protection for up to DKK 7.25 billion, which is statistically sufficient to cover at least a 250-year event.

Retention for such events is DKK 182.5 million. In the event of a frequency of natural perils events, the Tryg Group is covered for up to DKK 600 million, after total annual retention of DKK 300 million. The Tryg Group has also taken out reinsurance for the risk of large claims occurring in sectors with very large sums insured. The Tryg Group's largest individual building and contents risks are covered by up to DKK 2 billion. Retention for large single claims is DKK 100 million, gradually dropping to DKK 25 million if several large claims occur within the same year. Single risks exceeding DKK 2 billion are covered individually.

The Tryg Group has combined the minimum cover of other sectors into a joint cover with retention of DKK 100 million for the first claim and DKK 25 million for subsequent claims. For the individual sectors, individual cover has subsequently been taken out as needed. The use of reinsurance creates a natural counterparty risk.

11.5.2 Market risk

Market risk is defined as the risk of loss as a consequence of financial market volatility.

The principal factors affecting market risk include:

Monetary policy and interest rates

Monetary policies affect the interest rate environment. The Tryg Group is exposed to interest rate risk to a lesser extent due to its matching strategy described below.

Equity markets

Volatility in equity exposure may in certain periods be higher than normal. Following longer periods with high returns, equity markets will frequently see sudden corrections. Periods with more significant losses (financial crises) are known to occur, but less frequently.

Real estate markets

The Tryg Group's exposure to real estate markets has changed and the Tryg Group is now exposed to funds and global real estate rather than Nordic and directly owned properties. This shift in strategy has made the Tryg Group's real estate investment portfolio more diversified and the assets therein more liquid, but in the event of an economic downturn or slowdown, the real estate assets in which the Tryg Group is invested may experience vacancy and increasing costs which would negatively affect the fund investments.

27 May 2021

Political risk factors

Political events can impact the general economic environment and investment yields.

The Tryg Group's investment portfolio is divided into a match portfolio and a free portfolio. The match portfolio corresponds to the value of the discounted claims reserves and is designed to hedge the interest rate sensitivity of these as closely as possible using bonds and interest rate swaps.

The free portfolio is subject to the framework defined by the Supervisory Board through the Tryg Group's investment policy. The purpose of the free portfolio is to achieve the highest possible return relative to risk. The Tryg Group's property portfolio constitutes the Tryg Group's largest investment risk. The property portfolio comprises property funds and directly owned investment properties, the value of which is adjusted based on the conditions on the property market through internal valuations backed by external valuations. At the end of 2020, investment properties accounted for 6.8% (including property funds), and the Tryg Group's equity portfolio accounted for 6.1%, of the total investment assets.

The Tryg Group is also exposed to currency risk. The Tryg Group is primarily exposed to fluctuations in the other Scandinavian currencies due to its ongoing insurance activities. Premiums earned and claims paid in other currencies create a natural currency hedge, for which reason other risk mitigation measures are not required in this area. However, the part of equity held in currencies other than Danish kroner will be exposed to currency risk. This risk is hedged on an ongoing basis using currency swaps.

In addition to the above-mentioned risks, the Tryg Group is exposed to credit, counterparty and concentration risks. These risks primarily relate to exposures in high-yield bonds, emerging-market debt exposures as well as the Tryg Group's investments in AAA-rated Nordic and European government and mortgage bonds. These risks are also managed through the Tryg Group's investment policy and the reinsurance framework defined in its insurance policy.

Risk concentration of market risk

The overall framework for managing investment risk is defined by the Supervisory Board in the Tryg Group's investment policy. In this policy, predefined limits are defined for investment assets and counterparties, which means that the risk concentration is limited.

The investment risk is managed by looking at total exposure and capital consumption by asset class (bonds, shares, real estate etc.). A very important element in managing the Tryg Group's investment risk is the Tryg Group's matching strategy, according to which invested assets corresponding to the technical provisions must be invested in interest-bearing assets, where the interest rate sensitivity of these assets, together with a swap overlay, matches and thereby hedges the interest rate sensitivity of the discounted provisions as closely as possible.

As of 31 December 2020, the match portfolio represented 69% of total group investments, while the free portfolio (the shareholders' equity of the Tryg Group) represented the remaining 31%.

Risk management of market risk

Significant areas in which the Tryg Group mitigates market risk are:

Investment

The match portfolio must be invested in interest-bearing instruments with the same interest sensitivity as the discounted technical provisions, given any point on the interest rate curve. This means that the Tryg Group's total interest rate sensitivity is minimised.

Currency risk

Currency risk is mitigated through the use of currency swaps, with the net exposure against the most significant currencies being rebalanced on at least a monthly basis. The currency sensitivity corresponding to the

27 May 2021

Tryg Group's solvency level is mitigated by placing subordinated loans in the same currencies which are included in the SCR.

The purpose of the free portfolio is to maximise the investment return within the accepted investment risk limits as defined by the Supervisory Board in the investment policy. The development in the free portfolio, including compliance with the investment policy limits, is monitored and reported on a regular basis.

11.5.3 Credit risk

Credit risk is defined as the risk of loss resulting from fluctuations in the credit standing of issuers of securities, counterparties and any debtors to which Tryg Group are exposed, in the form of counterparty default risk, spread risk, or market risk concentrations.

The credit risk associated with reinsurance is managed under the Tryg Group's policies and guidelines ensuring that the credit risk will be kept at an acceptable level.

A majority of the Tryg Group's counterparties have a rating of 'A' or higher. Furthermore, the counterparty risk is addressed by the SCR, as the counterparty risk module in the standard formula takes this into consideration.

Credit risk in the investment area is also addressed by the investment policy. This policy among other things lists the ratings which must be maintained by the Tryg Group's counterparties under specific asset classes. See "—Market risk".

11.5.4 Liquidity risk

Liquidity risk is defined as the risk of loss arising from the Tryg Group being unable to realise investments and other assets in order to settle its financial obligations when they fall due.

For a primarily non-life insurance business like the Tryg Group, liquidity risk is practically non-existent, as premiums are received before any potential claims payment.

Through the monitoring of excess liquidity defined in the Tryg Group's policies and procedures established for measuring expected and realised net cash flows, including potential M&A business, the total liquidity needs in both the short and medium term are covered.

11.5.5 Operational risk

Operational risk is defined as the risk of loss arising from inadequate or failed internal processes, personnel systems, or from external events.

The role of operational risk management is to support the profitability of the Tryg Group's business, which is done by minimising potential financial losses and reputational damage. These operational risks relate to errors or failures in internal procedures, fraud, the breakdown of infrastructure, IT security and similar factors.

The treatment of information and data is an additional risk of relevance to the Tryg Group. Data security and GDPR are important issues for the Tryg Group in relation to personal data. In 2019, the online learning platform 'Safe Colleague' was introduced to educate employees and test their skills. Through gamification, employees learn about the basics of data security. The Tryg Group requires all new employees to complete a mandatory e-learning programme on GDPR and IT security as part of their onboarding programme. In the course of the year, all new employees will have completed the online training.

As operational risks mainly relate to internal processes, the Tryg Group focuses on ensuring an adequate control environment for its operations. In practice, this work is organised by means of procedures, controls and guidelines

27 May 2021

covering the various aspects of the Tryg Group's operations. The Supervisory Board defines the overall framework for managing operational risks in the Tryg Group's operational risk policy and in the IT security policy.

A special crisis management structure has been set up to deal with the eventuality that the Tryg Group is hit by a major crisis. This comprises a Crisis Management Team at Tryg Group level, national contingency teams at country level and finally business contingency teams in the individual areas of the business. The Tryg Group has prepared contingency plans to address the most important risk areas. In addition, comprehensive IT contingency plans have been established, focusing primarily on business-critical systems.

Furthermore, to improve the protection of information, assets and profitability, the internal IT security procedures and contingency plans implemented by the Tryg Group follow normal market conditions. This is done by ensuring that documents are compliant with the ISO standards.

To mitigate its operational risks, the Tryg Group has established automatic data controls. In addition, the Tryg Group regularly performs internal controls to detect any compliance breaches and to detect potential internal or external fraud.

In the areas of investment and IT, outsourcing poses a material risk. Outsourcing actualises several risks in the areas of data security, fraud, treatment of information and compliance. Even though internal controls and assessments of compliance are performed for outsourced activities, experience shows that the need for systemic follow-up grows as the number of sourced partners in the Tryg Group increases.

11.5.6 Other material risks

Strategic risk

The strategic risk is the risk of loss as a result of the Tryg Group's chosen strategic position. The strategic position covers business transactions as well as IT strategy, choice of business partners and changes in market conditions. The Tryg Group's strategic position is determined by the Supervisory Board in close collaboration with the Executive Board. Before determining the strategic position, the strategic decisions are subject to a risk assessment, explaining the risk of the chosen strategy to Supervisory Board and Executive Board.

Compliance risk

Compliance risk is the risk of loss as a result of lack of compliance with rules, regulations, market standards or internal guidelines. The handling of compliance risk is coordinated centrally via the Tryg Group's Compliance & Legal department, which, among other things, sits on industry committees in connection with legislative monitoring, ensures implementation of regulation in the Tryg Group through business procedures, provides ongoing training in compliance matters and performs compliance controls within the organisation. Compliance risks and the result of the performed compliance controls are reported to the Supervisory Board's Risk Committee.

Emerging risk

Emerging risk covers new risks or known risks, with changing characteristics. The management of this type of risk is handled in the individual business areas, which monitor the market and adapt the products as the conditions change.

In the event of a change in insurance terms, it is ensured that the Tryg Group's reinsurance cover is consistent with the new conditions.

11.6 Capital management

The Tryg Group's capital and risk management policy prescribes that the Tryg Group must aim for a conservative and stable risk profile on an overall level. This includes a solid capital position, which at the same time supports the Tryg Group's strategic return on equity target and dividend policy aiming for a stable dividend distribution.

27 May 2021

The dividend policy prescribes to aim for a steadily increasing dividend in nominal terms on a full-year basis and a payout ratio between $60\%$ and $90\%$ of Tryg's profit after tax. Any excess capital may be paid out as extraordinary dividend. The ordinary dividend is paid out on a quarterly basis.

The dividend policy is approved by the Supervisory Board on an annual basis. The aim of a stable dividend means that the Tryg Group's solvency ratio will absorb any earnings fluctuations. This also means that the Tryg Group does not operate with a fixed minimum solvency level. According to the policy, the solvency ratio must be kept at a level where it can absorb predictable shocks on a long-term basis without the solvency of the Tryg Group being at risk.

The capital plan, which is approved annually by the Supervisory Board, shows the expected development in the Tryg Group's SCR and capital buffer over the strategic planning period, taking into account the chosen strategy, the dividend policy and the latest income forecasts. The capital plan establishes that the chosen strategy and business plan can be realised with a reasonable development in the solvency ratio, and that realistic negative deviations from current prognoses can be absorbed. The capital contingency plan addresses the eventuality that the assumptions underlying the capital plan do not hold.

The Supervisory Board and its Risk Committee consider the development of the SCR and capital buffer on a quarterly basis.

Own funds

The Tryg Group's own funds consist entirely of basic own funds items which can be categorised into Tier 1 and 2 capital. Some of the Tier 1 capital is restricted.

Tier 1 unrestricted own funds consist of share capital, surplus funds (primarily retained earnings and expected profits included in future premiums), and reconciliation reserves.

As at 31 December 2020, Tier 1 restricted own funds consist of two subordinated loans of SEK 700 million (with perpetual maturity) and NOK 800 million. On 26 February 2021, the Issuer issued the Notes.

Tier 2 own funds consist of subordinated loans and bonds, described in further detail below, and capital held for the Norwegian Natural Perils Pool (the "Norwegian Pool"). On 12 May 2021, the Issuer issued NOK 850 million and SEK 1,300 million Tier 2 notes. On 26 May 2021, the Issuer exercised its ordinary call option and redeemed its SEK 1,000 million Tier 2 notes issued 2016.

The table below shows the distribution of own funds on Tier 1 (unrestricted and restricted) and Tier 2 capital as of 31 December 2020:

DKKm	Total own funds	Tier 1 unrestricted	Tier 1 restricted(1)	Tier 2(2)
		DKK millions
Existing Share capital (gross of own shares)	1,511	1,511
Surplus funds	9,907	9,907
Reconciliation reserve	(6,043)	(6,043)
Subordinated liabilities	3,648		1,082	2,566
Total basic own funds	9,023	5,374	1,082	2,566
Total basic own funds to meet SCR	8,884	5,374	1,082	2,428
Total basic own funds to meet MCR	6,893	5,374	1,082	437

(1) The Tier 1 restricted capital is shown as at 31 December 2020 and does not include the Notes.
(2) The Tier 2 capital is shown as at 31 December 2020 and does not include (i) the issuance by the Issuer of NOK 850 million and SEK 1,300 million Tier 2 notes on 12 May 2021, or (ii) the redemption by the Issuer on 26 May 2021 of the SEK 1,000 million Tier 2 notes issued 2016.

27 May 2021

Additional information on the Tryg Group's own funds

The original intention was for the loan of NOK 800 million (issued March 2013) to be classified as eligible Tier 2 own funds under Solvency II. As the final Solvency II-legislation was published in 2016 there were certain criteria that the loan did not fulfil to qualify as a Tier 2 instrument. Due to transitional regulations, the loan is, however, to be classified as Tier 1 own funds. See section 16 of the Danish Executive Order no. 620 of 1 June 2017 on calculation of capital base for group 1 insurance companies etc.

The Norwegian Pool has existed since 1979 and serves to equalise the geographical differences in natural catastrophe exposure in Norway.

This is done via a pool construction with common premium rate for all participating companies and where surplus/deficit for the pool is allocated to the participating companies according to market share. The resulting funds (accumulated surplus/deficit) is allocated to and owned by the individual companies.

As at 31 December 2020, Tryg Livsforsikring A/S has own funds of DKK 151 million corresponding to a solvency ratio of 324. Alka Liv II has own funds of DKK 117 million corresponding to a solvency ratio of 425.

As legal entities, Tryg Livsforsikring A/S and Forsikrings-Aktieselskabet Alka Liv II have separate capital and contingency plans. Both subsidiaries' contingency plans state the possibility of capital infusion from their parent company. Since both subsidiaries are wholly owned, capital management is performed on a group basis.

11.7 Solvency capital requirement and minimum capital requirement

The SCR is calculated on the basis of a partial internal model where insurance risks are modelled using an internal model. Other risks are modelled using the Solvency II standard formula.

The partial internal model calculates a capital requirement of the Tryg Group for a 99.5% solvency level with a one-year horizon, which means that the Tryg Group will be able to fulfil its obligations in 199 out of 200 years. The partial internal model was approved by the DFSA in November 2015. A major model change was approved by the DFSA in April 2020.

As at 31 December 2020, the SCR for the Tryg Group was DKK 4,855 million and the minimum capital requirement the (the "MCR") was DKK 2,185 million.

The MCR is calculated according to Articles 248-253 of the Solvency II delegated acts. The MCR is calculated by taking the SCR, the absolute minimum capital requirement, the best estimate technical provisions, and the net premiums written during the last 12 months as input.

11.8 Ratings

Moody's has rated the Tryg Group on an annual basis since 2016. In February 2019, Moody's assigned an "A2" Issuer Rating to the Issuer. In December 2016, Moody's assigned an "A1" Financial Strength Rating with stable outlook to the Issuer. This rating was affirmed on 18 November 2020 following the announcement of the Acquisition. For business, competitive and financial reasons, it is Tryg Group's intention to maintain an "A" range rating.

27 May 2021

12. SUPERVISORY BOARD AND EXECUTIVE BOARD

12.1 Supervisory Board

The following table sets forth an overview of the members of the Supervisory Board as at the date of this Prospectus:

Name	Position	Year of first appointment	Expiration of term
Jukka Pekka Pertola	Chairman	2017	2022
Torben Henning Nielsen	Deputy Chairman	2011	2022
Gunnar Elias Bakk	Board member	2017	2024
Charlotte Dietzer	Board member	2020	2024
Ida Sofie Jensen	Board member	2013	2022
Lene Skole-Sørensen	Board member	2010	2022
Mari Thjømøe	Board member	2012	2022
Claus Wistoft	Board member	2019	2022
Karen Bladt	Board member	2019	2022
Gert Ove Mikkelsen	Board member	2020	2024
Tina Snejbjerg	Board member	2010	2024
Carl-Viggo Johannes Östlund	Board member	2015	2022
Lone Møller Olsen	Board member	2021	2022

12.1.1 Biographies

Jukka Pekka Pertola (born 1960, Finnish nationality) has been Chairman of the Supervisory Board and the supervisory board of Tryg since March 2018 (having been Deputy Chairman of the Supervisory Board and the supervisory board of Tryg until March 2018). Jukka Pekka Pertola is currently chairman of the supervisory board of Asetek A/S (listed on Oslo Stock Exchange), Monsenso A/S (listed on Nasdaq First North Growth Market Denmark) and Siemens Gamesa Renewable Energy A/S and deputy chairman of the supervisory board of Gomspace A/S (deputy chairman of the supervisory board from April 2016 until August 2016 and chairman of the supervisory board from August 2016 until December 2020), Gomspace Group AB (publ.) (deputy chairman of the supervisory board from April 2016 until August 2016 and chairman of the supervisory board from August 2016 until December 2020) (listed on Nasdaq First North Growth Market Sweden), GN Store Nord A/S (listed on Nasdaq Copenhagen), GN Hearing A/S, GN Audio A/S and COWI Holding A/S (member of the supervisory board until March 2018). In the past five years, Jukka Pekka Pertola has previously been CEO of Siemens A/S, president and chairman of the supervisory board of the Danish Academy of Technical Sciences (member of the supervisory board until April 2017), chairman of the supervisory board of IOT Denmark A/S, IOT Solution A/S, IIOTD A/S and Leo Pharma A/S, deputy chairman of the supervisory board of DELTA, Dansk Elektronik, Lys & Akustik (subsequently consolidated with Force Technology Asia Holding A/S), and member of the supervisory board of Industriens Pensionsforsikring A/S, Fonden Baltic Development Forum, Siemens A/S, Industrial Employers Association Copenhagen and The Confederation of Danish Industry (Dansk Industri). Jukka Pekka Pertola holds a Master of Science in Electrical Engineering, with studies in Telecommunications and International Marketing from Helsinki University of Technology, Finland, and has taken Siemens General Management Program from Duke University, The Fuqua School of Business, USA, Siemens Top Management Program at Siemens AG, Germany, Executive Healthcare Innovation Management Program from the Technical University of Denmark, Denmark and Stanford University, USA, and supervisory board

27 May 2021

education from Aalborg University/Finansforbundet (Financial Services Union Denmark), Denmark, and Forsikringsakademiet, Denmark.

Torben Henning Nielsen (born 1947, Danish nationality) has been Deputy Chairman of the Supervisory Board and of the supervisory board of Tryg since April 2011. Torben Henning Nielsen is currently serving as member of the management of Sømandsstiftelsen Bombebøssen. In addition, Torben Henning Nielsen is currently chairman of the supervisory board of Tryg Invest A/S, Kapitalforeningen Tryg Invest Funds, Ny Holmegaard Fonden, Vordingborg Borg Fond, Investeringsforeningen Sparinvest and Museum Sydøstdanmark and member of the supervisory board of Sampension Administrationsselskab A/S and Sampension Livsforsikring A/S. In the past five years, Torben Henning Nielsen has previously been external lecturer at Copenhagen Business School, founder of NKB Private Equity DK IV ApS (dissolved by voluntary liquidation), chairman of the supervisory board of Sydbank A/S (listed on Nasdaq Copenhagen), EIK banki p/f (now Betri Banki P/F), Capital Market Partners A/S and Investeringsforeningen Sparinvest Sicav and member of the supervisory board of DLR Kredit A/S. Torben Henning Nielsen holds a Savings Bank Education from Sjællandske Bondestands Sparekasse, a Graduate Diploma in Organization and Sociology (HD) and in Credit and Finance (HD), both from Copenhagen Business School, Denmark, Management courses from Wharton School, USA and from INSEAD Business School, Switzerland and is Adjunct Professor at Copenhagen Business School, Denmark.

Gunnar Elias Bakk (born 1975, Danish nationality) has been a member of the Supervisory Board and supervisory board of Tryg since March 2017 as an employee representative. Gunnar Elias Bakk is currently Business Coordinator at Moderna Försäkringar, branch of Tryg Forsikring A/S Danmark. In addition, Gunnar Elias Bakk is currently chairman of the supervisory board of Forena Moderna (the local section of the Swedish union for insurance professionals) and member of the supervisory board of Brf Skålen. In the past five years, Gunnar Elias Bakk has previously been group leader and project leader in Moderna Försäkringar, a branch of Tryg Forsikring A/S Danmark. Gunnar Elias Bakk holds Insurance Economy Education from Företagsekonomiska Institutet Stockholm (FEI), Sweden, independent courses in inter alia History of Religion, Sociology and Musicology from Stockholm Universitet, Sweden, as well as Education for new members of the board in the insurance and pension industry from The Insurance Academy, Denmark, and internal and external training in insurance and leadership from Moderna Försäkringar.

Charlotte Dietzer (born 1974, Danish nationality) has been member of the Supervisory Board and member of the supervisory board of Tryg since March 2020 as an employee representative. Charlotte Dietzer is currently serving as Manager Advisor at Tryg, part time teacher and examiner at the Insurance Academy and member of the supervisory board of the Insurance Association. In the past five years, Charlotte Dietzer has previously been CEO of TI 12 ApS, Ryesgade 6 ApS, bc2m ejendomme CPH ApS, Bc2m Invest ApS, Strandvejen 274 I/S, Kf 16 ApS, Blokken 69 I/S and Boosteruniverse ApS. Charlotte Dietzer holds a Business Diploma in Organisation and Strategy & Employment Law, Level 3-5 Education and Exam from the Insurance Academy, Denmark, Courses in Specialised Law of Torts and Insurance Law from the University of Copenhagen, Denmark, a Course in Damage and Handling of Contingency from the Insurance Association, Denmark, Social Media Manager Education from International Business College (IBC), Denmark, various courses in communication and leadership from Copenhagen Business Academy, Denmark, a course in writing efficiently and better from Denmark's Media and Journalism School (DMJX), Denmark, and a board course from the Insurance Academy, Denmark.

Ida Sofie Jensen (born 1958, Danish nationality) has been a member of the Supervisory Board and a member of the supervisory board of Tryg since April 2013 and chairman of the supervisory board of TryghedsGruppen since March 2019 (deputy chairman of the supervisory board until March 2019). Ida Sofie Jensen is currently CEO of DLI Market Intelligence ApS, The Danish Association of the Pharmaceutical Industry, LIF and DLI - Dansk Lægemiddel Information A/S, member of the executive management of Dansk Medicin Verifikation Organisation ApS and Etisk Nævn for Lægemiddelindustrien ApS and member of the supervisory board of the Statistics Denmark. In the past five years, Ida Sofie Jensen has previously been deputy chairman of the supervisory board of Den Erhvervsdrivende Fond Hans Knudsen Instituttet and member of the supervisory board of Arator A/S and Medicon Valley Alliance F.M.B.A. Ida Sofie Jensen holds a Master of Science in Political Science from Aarhus University, Denmark, a Di

116

27 May 2021

ploma in Business Excellence, World Class Leadership, Innovation and Business Development, Strategy in a Turbulent World from Columbia University, Columbia Business School, USA, and has taken an Executive Management Programme in Innovation, Strategy and Leadership, Executive Board Programme and European Health Leadership Programme, all from INSEAD Business School, and Executive Program from Singularity University.

Lene Skole-Sørensen (born 1959, Danish nationality) has been member of the Supervisory Board and member of the supervisory board of Tryg since April 2010. Lene Skole-Sørensen is currently serving as CEO of Lundbeckfonden, Lundbeckfond Invest A/S and is a fully liable partner at I/S Ågård, chairman of the supervisory board of LFI Equity A/S and deputy chairman of the supervisory board of Falck A/S, Alk-Abelló A/S (listed on Nasdaq Copenhagen), H. Lundbeck A/S (listed on Nasdaq Copenhagen) and Ørsted A/S (listed on Nasdaq Copenhagen). In the past five years, Lene Skole-Sørensen has previously been deputy chairman of the supervisory board of TDC A/S. Lene Skole-Sørensen holds a Bachelor of Commerce in Finance (HD) from Copenhagen Business School, Denmark, the A.P. Møller Group International Shipping Education from the A.P. Møller Group, Accelerated Development Programme from London Business School, United Kingdom, Managing Corporate Resources from IMD Business School, Switzerland, and INSEAD's "Leading from the Chair" from INSEAD Business School.

Mari Thjømøe (born 1962, Norwegian nationality) has been a member of the Supervisory Board of and a member of the supervisory board of Tryg since April 2012. Mari Thjømøe is currently serving as managing director at ThjømøeKranen AS and as chairman of the supervisory board of Billington Process Technology AS, Seilsport Maritim Forlag AS and member of the supervisory board of Norconsult AS, Norconsult Holding AS, FCG Fonder AB, ICE Group ASA (listed on Oslo Axess), Hafslund E-CO AS, TF Bank AB (chairman of the supervisory board until 2019) (listed on Nasdaq Stockholm). In the past five years, Mari Thjømøe has previously been chairman of the supervisory board Færder Nasjonalparksenter IKS, deputy chairman of the supervisory board of E-CO Energi Holding AS (dissolved by merger) and E-CO Energi AS (now Hafslund E-CO Vannkraft AS) and member of the supervisory board of Magseis ASA (chairman of the supervisory board from May until September 2016) (listed on Oslo Stock Exchange), Scatec ASA (listed on Oslo Stock Exchange), Nordic Mining ASA (listed on Oslo Axess), SINTEF research institution, Teodin Acquico AS (later changed name to CTC Triangle (Norway) II AS) (deleted from registration), Teodin Holdco AS (now CTC Triangle (Norway) I AS), Sevan Marine ASA (listed on Oslo Stock Exchange), Avinor AS and Argentum Fondsinvesteringer AS. Mari Thjømøe holds a Master's Degrees in General Business, Finance, Business Administration and International Management from the Norwegian School of Management (BI), Norway, Master Classes in International Management and Finance from the American Graduate School of International Management, USA, Chartered Financial Analyst, Finance and Investment Management from Norges Handelshøyskole (NHH), Norway, MBA programme in Strategic Management from the Norwegian School of Management (BI), Norway, Senior Executive Programme from London Business School, United Kingdom, and Making Corporate Boards More Effective Program from Harvard Business School, USA.

Claus Wistoft (born 1959, Danish nationality) has been member of the Supervisory Board since March 2019 and a member of the supervisory board of Tryg and TryghedsGruppen since March 2019. Claus Wistoft is currently 1st Deputy Mayor of Syddjurs Municipality in Denmark, CEO of Demex Holding A/S, member of the executive management of the sole proprietorship Claus Wistoft and C.W. Holding ApS and deputy chairman of Økonomiudvalget (a committee in Syddjurs Municipality). In addition, Claus Wistoft is currently chairman of the supervisory board of Midttrafik I/S, member of the board of representatives of Velliv Foreningen F.M.B.A. and member of the supervisory board of Seidelmann Holding ApS, Houmarken A/S, Lyngfeldt Maskinudlejning ApS, Lyngfeldt A/S, Lyngfeldt Finansiering A/S, K/S Prinz Carl Anlage I, Den Erhvervsdrivende Fond Syddjurs Udviklingspark, Komplementarselskabet Prinz Carl Anlage I ApS and member of a supervisory board advising on the management of Rosenfeldt Gods and fully liable partner of I/S Torntoft and has the sole proprietorship Claus Wistoft. In the past five years, Claus Wistoft has previously been Mayor of Syddjurs Municipality in Denmark, co-founder of Komplementarselskabet Bondön 11 og 12 ApS (compulsorily dissolved), deputy chairman of the supervisory board of Fonden for Destination Djursland (dissolved by merger) and member of the supervisory board of Selskabet af 1. Juli 2004 A/S under konkurs (currently undergoing bankruptcy proceedings), Grenaa Havn A/S, K/S Bondön 11 og 12 and Aarhus Airport A/S. Claus Wistoft holds a Farmer Education from Bygholm Landbrugsskole, Denmark, and Board Work Education from Copenhagen Business School, Denmark.

117

27 May 2021

Karen Bladt (born 1967, Danish nationality) has been member of the Supervisory Board and member of the supervisory board of Tryg since March 2019 and a member of the supervisory board of TryghedsGruppen since March 2018. Karen Bladt is currently serving as director at HASLE Refractories A/S. In addition, Karen Bladt is currently chairman of the supervisory board of Business Center Bornholm, deputy chairman of the supervisory board of Erhvervshus Hovedstaden - Bornholm and member of the supervisory board of Bornholmstraﬁkken Holding A/S and HASLE Refractories A/S. In the past five years, Karen Bladt has previously been member of the supervisory board of Danske Færger A/S (dissolved by merger). Karen Bladt holds a Master of Science in Engineering in Business Systems from Aalborg University, Denmark, and Board Work Education in Financial Companies, Pensions and Insurance from Copenhagen Business School (CBS Executive), Denmark.

Gert Ove Mikkelsen (born 1979, Norwegian nationality) has been member of the Supervisory Board and a member of the supervisory board of Tryg as an employee representative since March 2020. Gert Ove Mikkelsen is currently Senior Investigator in Tryg and Tryg Forsikring AS, Norwegian branch and substitute member of the supervisory board of Tannlege Terje Mikkelsen AS. Gert Ove Mikkelsen holds a Master of Justice, Organized Crime and Intelligence from Queensland University of Technology, Australia, a Bachelor's Degree of Police from Politihøgskolen (PHS), Norway, and Education in Business Economics and Accounting Analysis of Norges Handelshøyskole (NHH), Norway.

Tina Snejbjerg (born 1962, Danish nationality) has been member of the Supervisory Board as an employee representative and of the supervisory board of Tryg as an employee representative since April 2010. In addition, Tina Snejbjerg is currently chairman of the staff association of Tryg and member of the central board of Forsikringsforbundet. Tina Snejbjerg has taken various courses in the Higher Preparatory Examination (HF) from HF Enkeltfag Nattergalevej, Denmark, and internal insurance courses.

Carl-Viggo Johannes Östlund (born 1955, Swedish nationality) has been member of the Supervisory Board and a member of the supervisory board of Tryg since March 2015. Carl-Viggo Johannes Östlund is currently owner of Havsgaard AB and Wonderbox AB and co-owner of Allert Östlund AB, Delimport Ltd. UK and Nedvi Fastigheter AB. In addition, Carl-Viggo Johannes Östlund is currently chairman of the supervisory board and co-founder of Ywonn Media Group Sweden AB and Ponture AB and is currently chairman of the supervisory board of Gladsheim Fastigheter AB, FCG Fonder AB, Picsmart AB, Juvinum Food & Beverage AB, and Fondo Solutions AB, a member of the supervisory board of DBT Capital AB and alternate of Irisande Care Group AB. In the past five years, Carl-Viggo Johannes Östlund has previously been co-owner of SweBan International Ltd., adviser to Daniel Wellington AB and chairman of the supervisory board of Hypoteket Bolån Sverige AB, Insiderfonder AB, Papilly AB (listed on First North Growth Market Sweden), Creador AB, Beyond Clean Water AB, The Pause Foundation and Investmentaktiebolaget QV (dissolved due to bankruptcy (Carl-Viggo Johannes Östlund was chairman of the supervisory board until April 2018 and bankruptcy proceedings were not initiated until October 2019, which was 18 months after Carl-Viggo Johannes Östlund had left his position with the company)). Carl-Viggo Johannes Östlund holds a Bachelor of Science with Major in International Business, Finance and Accounting from Stockholm School of Economics, Sweden.

Lone Møller Olsen (born 1958, Danish nationality) has been a member of the Supervisory Board and of the Supervisory Board and a member of the supervisory board of Tryg since March 2021. Lone Møller Olsen is currently member of the executive management of LMO 5265 ApS. In addition, Lone Møller Olsen is currently member of the supervisory board of KNI A/S, Jetpak Top Holding AB (publ.) (listed on Nasdaq First North Premier Growth Market), Karnov Group AB (publ.) (listed on Nasdaq Stockholm), Investeringsforeningen BI, Investeringsforeningen BankInvest Engros, Kapitalforeningen BankInvest Select, Investeringsforeningen Bankinvest, Kapitalforeningen Bankinvest Vælger and Kapitalforeningen BI Private Equity. In the past five years, Lone Møller Olsen has previously been partner at Deloitte Statsautoriseret Revisionspartnerselskab (during her time at Deloitte, Lone Møller Olsen was one of the auditors signing the independent auditors' reports included in the Tryg Group's audited consolidated financial statements until and including the financial year ended 31 December 2015) and member of the supervisory

118

27 May 2021

board of Kapitalforeningen Pensionsdanmark EMD, Topdanmark A/S (until April 2019) (listed on Nasdaq Copenhagen), Topdanmark Forsikring A/S (until April 2019) and Kapitalforeningen Bankinvest. Lone Møller Olsen holds a Bachelor's degree in Economics and Business Administration and a Master's degree in Economics and Business Administration, both from Copenhagen Business School, a degree as State Authorized Public Accountant from the Ministry of Industry, Business and Financial Affairs, Board Leadership and Board Work Masterclass from Copenhagen Business School and Strategy and Management from IMD, Lausanne.

12.2 Executive Board

The following table sets forth an overview of the members of the Executive Board as at the date of this Prospectus:

Name	Position	Year of first employment with the Tryg Group	Year of appointment to current position(s) within the Tryg Group
Morten Marc Hübbe	Group CEO	2002	2011
Barbara Plucnar Jensen	Group CFO	2019	2019
Lars Ulrik Bonde	Group COO	1998	2011
Johan Kirstein Brammer	Group CCO	2016	2018

12.2.1 Biographies

Morten Marc Hübbe (born 1972, Danish nationality) has been Group CEO of Tryg and CEO of the Issuer since February 2011. Morten Marc Hübbe is currently chairman of the supervisory board of Conscia Denmark A/S, Site-Improve A/S, deputy chairman of the supervisory board of SIMCORP A/S (member of the supervisory board until March 2019) (listed on Nasdaq Copenhagen), Kapitalforeningen Tryg Invest Funds (chairman of the supervisory board until June 2018) and member of the supervisory board of KBC Insurance Group NV and KBC Bank & Verzekering. In the past five years, Morten Marc Hübbe has previously been member of the executive management and member of the supervisory board of Al Keyemde 2 ApS, Al Keyemde 3 ApS and KMD Holding ApS, chairman of the supervisory board of Forsikrings-Aktieselskabet Alka (dissolved by merger) and member of the supervisory board of KMD A/S and KMD Holdco 4 A/S. Morten Marc Hübbe holds a Master of Science in Finance and Accounting and a Bachelor of Science in International Business Administration and Modern Languages, both from Copenhagen Business School, Denmark and a management programme from Wharton School, USA.

Barbara Plucnar Jensen (born 1971, Danish nationality) has been Group CFO of Tryg and CFO of the Issuer since March 2019. Barbara Plucnar Jensen is currently member of the supervisory board of Kapitalforeningen Tryg Invest Funds, Nordsøenheden, ScandiJVCo and ScandiJVCo2. In the past five years, Barbara Plucnar Jensen has previously been Group CFO of ISS UK Holding Limited and ISS Ireland Holding Limited, CEO of ISS Lending A/S, senior vice president and head of Group Treasury & Risk of ISS A/S (listed on Nasdaq Copenhagen), member of the executive management of ISS Global A/S, ISS World Services A/S and ISS Holding France A/S, member of the supervisory board of Lauritzen Kosan A/S, Lauritzen Bulkers A/S, ISS Global A/S, ISS World Services A/S, ISS Holding France A/S, ISS Lending A/S and ISS Global Management A/S. Barbara Plucnar Jensen holds a Master of Science in Economics.

Lars Ulrik Bonde (born 1965, Danish nationality) has been Group COO of Tryg since February 2011 and COO of the Issuer since November 2006. Lars Ulrik Bonde is currently serving as chairman of the Council for Sharing Economy, chairman of the supervisory board of Forsikringsakademiet A/S (member of the supervisory board until May 2020), Tryg Livsforsikring A/S, P/F Betri Trygging and member of the supervisory board of Finanssektorens Arbejdsgiverforening, Erhvervsakademiet Copenhagen Business Academy S/l, ScandiJVCo and ScandiJVCo2. In the past five years, Lars Ulrik Bonde has previously been deputy chairman of Forsikrings-Aktieselskabet Alka (dissolved by merger) and member of the supervisory board of Forsikring & Pension, Mad & Møder, Forsikring og Pension ApS and Forsikringsorganisationernes Fællessekretariat F.M.B.A. Lars Ulrik Bonde holds an LL.M from the University of Copenhagen, Denmark and Insurance education from Forsikringsakademiet A/S, Denmark.

27 May 2021

Johan Kirstein Brammer (born 1976, Danish nationality) has been Group CCO of Tryg and CCO of the Issuer since January 2018. Johan Kirstein Brammer is currently member of the supervisory board of Forsikring & Pension, Mad & Møder, Forsikring og Pension ApS and Forsikringsorganisationernes Fællessekretariat F.M.B.A. In the past five years, Johan Kirstein Brammer has previously been senior vice president and head of consumer, Denmark of Tryg, senior executive vice president, consumer chief executive officer and group chief marketing officer of TDC A/S and member of the supervisory board of Forsikrings-Aktieselskabet Alka (dissolved by merger). Johan Kirstein Brammer holds a Master of Law from the University of Copenhagen, Denmark, the Bar exam from the Qualification for the Danish Bar, Denmark, a Graduate Diploma in Business Administration and Finance (HD) from Copenhagen Business School, Denmark and a full-time MBA programme with focus on finance, strategy and M&A from the Australian Graduate School of Management, Australia and Chicago Business School, USA.

12.3 Business address

The business address of the members of the Supervisory Board and the Executive Board is Klausdalsbrovej 601, DK-2750 Ballerup, Denmark.

12.4 Statement on conflict of interest

Except for the Supervisory Board members Ida Sofie Jensen, Claus Wistoft and Karen Bladt who have been elected by the general meeting following a nomination by Tryg's majority shareholder TryghedsGruppen, the Issuer is not aware of any other member of the Supervisory Board or the Executive Board having been appointed to their current position pursuant to any arrangement or understanding with major shareholders, customers, suppliers or other parties. Ida Sofie Jensen is chairman of the supervisory board of TryghedsGruppen and Claus Wistoft and Karen Bladt are both members of the supervisory board of TryghedsGruppen.

None of the members of the Supervisory Board or the Executive Board have conflicts of interest with respect to their duties as members of the Supervisory Board or the Executive Board, except for the members of the Supervisory Board, Ida Sofie Jensen, Claus Wistoft and Karen Bladt, for the reasons set out in the paragraph above. In addition, none of the members of the Supervisory Board or the Executive Board have positions in other companies which could result in a conflict of interest vis-à-vis such companies, either because the Tryg Group has an equity interest in such company or because the Tryg Group and the Issuer have an ongoing business relationship, except for the members of the Supervisory Board, Ida Sofie Jensen, Claus Wistoft and Karen Bladt, for the reasons set out in the paragraph above. However, the Tryg Group may do business in the ordinary course with companies in which members of the Supervisory Board or the Executive Board hold positions as directors or officers.

27 May 2021

13. SHAREHOLDERS

13.1 Major shareholders

All shares of the Issuer are owned by Tryg. The shares of Tryg are listed on the regulated market Nasdaq Copenhagen.

As at the date of this Prospectus, TryghedsGruppen owns approximately 44.9% of the shares of Tryg and thereby indirectly the shares of the Issuer. The Issuer does not have any specific measures to ensure that the control of its indirect majority shareholder, TryghedsGruppen, is not abused.

The Issuer does not have knowledge of any arrangements, the operations of which may at a subsequent date result in a change of control of the Issuer.

27 May 2021

14. ADDITIONAL INFORMATION

14.1 Names and address of the Issuer's statutory auditor

The Issuer Audited Consolidated Financial Statements covering the financial years ended 31 December 2019 and 31 December 2020, respectively, have been prepared in accordance with IFRS as adopted by the EU and have been audited by Deloitte Statsautoriseret Revisionspartnerselskab.

The name and address of the Issuer's independent auditors for the financial years ended 31 December 2019 and 31 December 2020, respectively, are as follows:

Deloitte Statsautoriseret Revisionspartnerselskab
Weidekampsgade 6
DK-2300 Copenhagen S
Denmark

Deloitte Statsautoriseret Revisionspartnerselskab was represented by Jens Ringbæk (identification no (MNE) mne27735), State Authorised Public Accountant, and Kasper Bruhn Udam (identification no (MNE) mne29421), State Authorised Public Accountant, both members of FSR - Danish Auditors.

The independent auditors' report included in the Issuer's published annual reports for the financial years ended 31 December 2019 and 31 December 2020, respectively, were signed by Jens Ringbæk and Kasper Bruhn Udam.

Deloitte Statsautoriseret Revisionspartnerselskab is a member of FSR – Danish Auditors.

Historically, the Issuer has had the same independent auditors as Tryg. Due to statutory independence requirements, Deloitte Statsautoriseret Revisionspartnerselskab was not eligible for reelection as Tryg's independent auditors for the financial year ending 31 December 2021. Consequently, at their respective annual general meeting held on 26 March 2021, PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab was elected as the new independent auditors of the Issuer and Tryg.

The name and address of the Issuer's independent auditors as of the date of this Prospectus is:

PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab
Strandvejen 44
DK-2900 Hellerup
Denmark

PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab is a member of FSR – Danish Auditors.

14.2 Information incorporated by reference

The additional information explicitly listed in the table below has been incorporated by reference into this Prospectus pursuant to article 19 of the Prospectus Regulation. Non-incorporated parts of the documents incorporated by reference are either not deemed relevant for prospective investors or are covered elsewhere in this Prospectus. Direct and indirect references in the documents included in the table below to other documents or websites are not incorporated by reference and do not form part of this Prospectus. The documents speak only for the period in which they are in effect and have not been updated for purposes of this Prospectus. Prospective investors should assume that the information in this Prospectus as well as the information incorporated by reference herein is accurate only in the period in which they are in effect.

The information incorporated by reference into this Prospectus is exclusively set out in the cross-reference table below, and is available on the Issuer's website, www.tryg.dk.

27 May 2021

Document/information	Pages(s)
Tryg A/S
Interim report for the financial quarter ended 31 March 2021
(https://tryg.com/sites/tryg.com/files/2021-04/tryg_interim_q1.pdf)
Management statement	23
Interim financial statements, including notes	24-36
Consolidated financial statements as at and for the year ended 31 December 2020
(https://tryg.com/sites/tryg.com/files/2021-02/tryg_ar2020.pdf)
Management statement	50
Independent auditor's report	51-53
Consolidated financial statements, including notes	54-106
Consolidated financial statements as at and for the year ended 31 December 2019
(https://tryg.com/sites/tryg.com/files/2020-01/tryg_2019_annualreportfinal.pdf)
Management statement	48
Independent auditor's report	49-51
Consolidated financial statements, including notes	52-103
Tryg Forsikring A/S
Consolidated financial statements as at and for the year ended 31 December 2020
(https://tryg.com/en/dokumenter/trygcom/tryg-forsikring/s-annual-report-2020.pdf)
Management statement	36
Independent auditor's report	37-40
Consolidated financial statements, including notes	41-90
Consolidated financial statements as at and for the year ended 31 December 2019
(https://tryg.com/en/dokumenter/trygcom/tryg-forsikring-annual-report-2019.pdf)
Management statement	41
Independent auditor's report	42-46
Consolidated financial statements, including notes	47-96

14.3 No material adverse change and no significant change

Save as disclosed in this Prospectus, since 31 December 2020, (a) there has been no material adverse change in the prospects of the Issuer, (b) there has been no significant change in the financial performance or financial position of the Tryg Group, and (c) no events particular to the Issuer have occurred which are to a material extent relevant to an evaluation of the Issuer's solvency.

27 May 2021

15. MATERIAL CONTRACTS

There are no contracts (other than those entered into in the ordinary course of business) to which the Issuer or a company within the Tryg Group is a party which could result in any member of the Tryg Group being under an obligation or entitlement that is material to the Issuer's ability to meet its obligations to the Noteholders in respect of the Notes.

Tryg is a party to the following contracts which are material in the context of the Transaction.

15.1 Material contracts in connection with the Transaction

15.1.1 Co-operation Agreement

On 18 November 2020, RSA, Intact, Intact Bidco and Tryg entered into the Co-operation Agreement pursuant to which, among other things, Intact, Intact Bidco, Tryg and RSA have agreed: (i) to co-operate and provide each other with reasonable information, assistance and access in relation to the filings, submissions and notifications to be made for the process of obtaining all consents, clearances, permissions, waivers and/or approvals as may be necessary under the law, regulations or practices applied by any applicable regulatory authority in connection with the Transaction and/or the Acquisition Completion Holding Structure (as relevant); (ii) certain provisions that will apply in respect of the RSA share plans and certain other arrangements regarding employment matters and employee incentives, including Intact Bidco, Tryg and Intact committing (except where prohibited by mandatory regulatory requirements) to maintain for a period of 12 months from completion of the Acquisition: (a) the same base salary and incentive opportunities (other than retention awards) which, taken as a whole, were provided to each RSA employee prior to completion of the Acquisition; (b) benefits and allowance packages which, taken as a whole, are at least substantially comparable to those in place for each RSA employee prior to completion of the Acquisition and (c) in respect of qualifying terminations, applicable redundancy and severance payments, benefits and arrangements that are no less favourable than those set out in RSA's existing redundancy practices; and (iii) that the Scheme can only switch to a Takeover Offer with RSA's consent. In addition, RSA agreed to co-operate in the preparation of this Prospectus and other such documents required in respect of the Offering and to procure certain actions are taken in connection with the Scandinavia Carve-Out in accordance with the Scheme.

The Co-operation Agreement can be terminated in certain circumstances, including, among other things if: (i) the Acquisition is withdrawn, terminated or lapses (subject to certain exceptions); (ii) Tryg does not take certain actions in relation to the Tryg General Meeting and the resolutions proposed at it; (iii) a competing offer completes, becomes effective or is declared unconditional; (iv) prior to 18 November 2021 (or such later date as may be agreed between Intact Bidco, Tryg and RSA, and if required as the Panel and the Court may allow) (the "Long Stop Date") any condition to the Acquisition has been invoked by Intact Bidco; (v) the RSA board of directors withdraw their recommendation of the Acquisition; (vi) certain conditions to the Acquisition are not satisfied by the Long Stop Date; or (vii) the Scheme does not become effective in accordance with its terms by the Long Stop Date or otherwise as agreed between Intact, Intact Bidco, Tryg and RSA.

15.1.2 Collaboration Agreement

On 18 November 2020, Intact Bidco, Intact and Tryg entered into the Collaboration Agreement, pursuant to which they have agreed to co-operate to implement the Acquisition. The terms of the Collaboration Agreement include an agreement by the parties not to enter into any transaction or take any action which would reasonably be expected to prejudice or delay satisfaction of the conditions for the Acquisition. In addition, the Collaboration Agreement contains restrictions on the actions that may be taken by Intact Bidco without Tryg's consent. Intact or Intact Bidco may only waive (if capable of waiver) or invoke any Tryg Condition or Joint Condition (each as defined in the Collaboration Agreement), with Tryg's consent. Tryg has the right to direct Intact or Intact Bidco to seek the Panel's consent to invoke any Tryg Condition.

27 May 2021

15.1.3 Separation Agreement

In connection with the Separation, Intact, Intact Bidco, Tryg, ScandiJVCo and ScandiJVCo2 entered into the Separation Agreement on 18 November 2020, pursuant to which Intact and Tryg have agreed, conditional upon (amongst other things) completion of the Acquisition, for Trygg-Hansa and Codan Norway to be transferred to the control of Tryg, with Intact and Tryg co-owning Codan Denmark on a 50/50 economic basis.

15.1.3.1 Implementation of the Scandinavia Carve-Out and associated steps

The Separation Agreement provides the legal framework through which the Scandinavia Carve-Out will be effected and the allocation of costs and tax in respect of the Transaction.

The parties to the Separation Agreement have agreed to implement the Scandinavia Carve-Out through the contribution in kind of Codan A/S by Royal International Insurance Holdings Limited to ScandiJVCo in consideration for the issue of shares in ScandiJVCo, and the subsequent transfer of those shares in ScandiJVCo to Intact Holdco and the transfer of the Tryg Consideration Shares by Intact Holdco to Tryg in accordance with the Tryg SPA. The Separation Agreement documents the parties' intention that, following the Scandinavia Carve-Out, an intragroup reorganisation will take place, resulting in a structure in which ScandiJVCo holds Codan A/S, and in turn ScandiJVCo is expected to be held c.89.3% by Tryg (c.78.6% directly and c.10.7% indirectly through ScandiJVCo2) and c.10.7% indirectly by Intact's interest in ScandiJVCo2, giving effect to the Acquisition Completion Holding Structure.

The Separation Agreement also sets out a number of additional steps envisaged to be completed alongside the Scandinavia Carve-Out including Intact procuring (subject to applicable laws and to the extent within its power) that the DKK 2.5 billion Floating Rate Subordinated Notes due 31 May 2047 issued by Codan A/S are capitalised for new shares in Codan A/S, (the amount of the Floating Rate Subordinated Notes was DKK 3.5 billion at the date of the Separation Agreement and DKK 1 billion was repaid in December 2020), or otherwise addressed in a manner acceptable to Intact and Tryg.

15.1.3.2 Implementation of the Demerger

The Separation Agreement additionally sets out the legal steps that Intact and Tryg are envisaged to take in order to implement the Demerger and the allocation of tax risks in respect of the same. Such steps include the agreement and execution of the final form of the demerger plan to give effect to the Demerger, with an accounting effect (unless otherwise agreed between Intact and Tryg) as at 1 January 2021.

The Separation Agreement also provides for a number of preparatory steps to the Demerger envisaged to be implemented, including for: (i) Codan Forsikring A/S to distribute to Codan A/S the loan receivable of approximately DKK 0.5 billion (the loan was for DKK 1.0 billion at the date of the Separation Agreement and 50% was repaid in December 2020) owed to it by Codan A/S; (ii) ScandiJVCo to incorporate NewCo (which was incorporated on 21 December 2020) and to seek approval from the DFSA for NewCo to be a non-life insurance company (with a view to NewCo ultimately acquiring the Danish assets and liabilities of Codan Forsikring A/S pursuant to the Demerger); (iii) NewCo to be contributed to Codan A/S; and (iv) the parties to complete any mandatory consultations with Codan Forsikring A/S' employees in Denmark, Norway and Sweden.

15.1.3.3 Allocation of assets, liabilities and costs

The Separation Agreement sets out the framework for the allocation of the assets, costs and liabilities of the RSA Group between Intact and Tryg in particular providing a detailed framework in respect of the allocation of the assets, costs and liabilities of RSA Scandinavia between Codan Denmark (which it is envisaged Intact and Tryg shall co-own on a 50/50 economic basis) and Trygg-Hansa and Codan Norway which it is envisaged Tryg shall wholly-own following implementation of the Demerger.

The Separation Agreement sets out the general principle that assets, costs and liabilities are allocated based on the general ledger of the relevant geographies as at and following 30 June 2020 with supporting provisions in

27 May 2021

respect of rectifying any unintended capital leakage between the respective perimeters following such date. Additional specific allocations, however, overlay the general principles, including detailed provisions with respect to the: (i) reallocation of excess solvency capital from Codan Denmark on the one hand to Trygg-Hansa and Codan Norway on the other hand (subject to certain limits and conditions); (ii) allocation between Intact and Tryg of the cost of the interim dividend of 8 pence per RSA share paid on 4 December 2020; (iii) treatment of reinsurance arrangements (where Intact and Tryg have agreed that their overall objective is to put in place independent reinsurance arrangements, and in furtherance of that objective will seek to ensure reinsurance arrangements with third party reinsurers will continue post completion of the Acquisition); (iv) intellectual property (where Intact and Tryg have agreed to put into place licence agreements to reflect specific arrangements in respect of the exploitation and use of certain brands, trademarks and domain names); (v) proposals for the US branch of Codan Forsikring A/S (where Intact and Tryg have agreed to use reasonable endeavours to close or dispose of such US branch as soon as practicable or otherwise allocate such US branch to Codan Denmark (unless based on Intact's and Tryg's reasonable assessment such allocation would delay, impede or otherwise restrict the implementation of the Demerger in which case Intact will acquire the US branch subject to agreed cost-sharing arrangements)); and (vi) allocation of specific costs arising from the transaction in respect of RSA Scandinavia (where Intact and Tryg have agreed, for example, that the costs which arise in connection with the incorporation and audit of ScandiJVCo and ScandiJVCo2 should be borne 78% by Trygg-Hansa and Codan Norway and 22% by Codan Denmark and any Acquisition costs incurred by RSA between 30 June 2020 and Completion in order to facilitate Completion should be borne 50% by the Tryg Group and 50% by the Intact Group).

Further, as a result of the Scandinavia Carve-Out, the Demerger and consequential allocation of assets and liabilities, the Separation Agreement provides for transitional arrangements to be agreed in good faith by the respective parties to achieve business continuity in the ordinary course without unnecessary interruption. The Separation Agreement sets out the general principles applicable when agreeing such transitional arrangements, including provision for a template form of transitional services agreement which is consistent with such principles, and which forms the basis of agreed detailed transitional arrangements (including, among other things, setting out the costs and specific services required by the respective parties).

15.1.3.4 Conduct and governance arrangements

In addition, the Separation Agreement provides the framework for the ongoing governance of RSA Scandinavia, both prior to the Demerger and, in respect of Codan Denmark, post-Demerger.

The parties to the Separation Agreement have agreed that the Shareholders' Agreement for ScandiJVCo and ScandiJVCo2 will be entered into at completion of the Acquisition, which together with the articles of association and rules of procedure, which are both schedules to the Separation Agreement, shall comprise the governing documents for ScandiJVCo and ScandiJVCo2. The Shareholders' Agreement is envisaged to regulate: (i) the ownership of ScandiJVCo and ScandiJVCo2; (ii) the relationship between the relevant shareholders; and (iii) the future operation and management of ScandiJVCo, ScandiJVCo2 and, until completion of the Demerger, RSA Scandinavia, and after completion of the Demerger, Codan Denmark.

The Shareholders' Agreement provides that, subject to applicable law (including competition law), Tryg shall, by way of contract (until replaced by legal sole ownership), enjoy all benefits and risks of Trygg-Hansa and Codan Norway including by having sole control of their daily and long-term operations. Pursuant to the terms of the Shareholders' Agreement, Tryg's rights in respect of the governance of Trygg-Hansa and Codan Norway following completion of the Acquisition are envisaged to include having the right to decide on new business plans and budgets, appointing and removing directors to the Swedish subsidiary within RSA Scandinavia and taking any actions to promote the success of the businesses, unless taking any such action could be reasonably expected to materially interfere with the management or operations of Codan Denmark.

In respect of Codan Denmark, the Shareholders' Agreement and the Separation Agreement provide that Intact and Tryg will co-own Codan Denmark on a 50/50 economic basis. During the 12-month period following Completion it is intended that Tryg will indirectly have 50% of the voting rights (through ScandiJVCo and ScandiJVCo2), however

27 May 2021

Tryg's rights to exercise such voting rights will be restricted so as to ensure compliance with competition law. Following the date that is 12 months from Completion, it is intended that Intact, again so as to ensure compliance with competition law, continue to co-own Codan Denmark with Tryg on a 50/50 economic basis, but will have sole control of Codan Denmark with Tryg's rights being reduced to minority shareholder protection rights.

The Shareholders' Agreement and the Separation Agreement provide that throughout the period of indirect ownership of Codan Denmark by Intact and Tryg, Tryg will not be permitted to make unilateral decisions in respect of Codan Denmark including any resolution to distribute dividends. Tryg is intended to have certain protections to reflect its economic interest in Codan Denmark, including: (i) certain veto rights over material business decisions (such materiality being set at a level so as not to interfere with Intact's ability to manage Codan Denmark in the ordinary course); (ii) Intact procuring the appointment of independent directors on the boards of Codan Denmark entities (with certain key decisions requiring majority approval including at least two-thirds of such independent directors); (iii) the establishment of an advisory council to assist Codan Denmark with its decision-making; and (iv) certain parameters having to be applied for any disposal process in respect of Codan Denmark (including required terms for any disposal relating to the form and timing of consideration, conditions, liability and other matters), albeit the scope of such protections are again limited and could be further limited to ensure compliance with competition law.

In order to ensure that the transactions contemplated by the Separation Agreement and the Shareholders' Agreement are implemented, Intact and Tryg have agreed to establish a separation committee under the terms set out in the Separation Agreement.

15.1.4 Tryg SPA

For the purpose of giving effect to the Acquisition Completion Holding Structure and Tryg's payment of its contribution to the cash consideration for the Acquisition, Tryg and Intact Holdco entered into the Tryg SPA on 18 November 2020. Pursuant to the Tryg SPA, Intact Holdco has agreed to transfer a proportion of the newly issued shares in the capital of ScandiJVCo to Tryg to be determined in accordance with the Tryg SPA (i.e. the Tryg Consideration Shares), subject to the following conditions: (i) completion of the Acquisition having occurred; (ii) the delivery by Intact Holdco to Tryg of a warranty certificate; and (iii) an amount in sterling equal to Tryg's contribution to the cash consideration for the Acquisition (an amount calculated in accordance with the terms of the Tryg SPA) being held in a designated escrow account on terms that the funds in the escrow account will be held for the benefit of Intact Holdco (and Intact Holdco shall be entitled to direct the payment of such funds) on the terms of the Escrow Agreement. Subject to the aforementioned conditions, Intact Holdco will transfer the Tryg Consideration Shares to Tryg immediately upon becoming the legal holder of the Tryg Consideration Shares simultaneously with or as soon as possible after completion of the Acquisition and the escrow agent under the Escrow Agreement will release Tryg's contribution of the cash consideration for the Acquisition to an account elected by Intact Holdco. The Tryg SPA will terminate if the Scheme lapses or is withdrawn or if Tryg has not transferred its contribution of the cash consideration for the Acquisition to the escrow account by completion of the Acquisition.

27 May 2021

16. THIRD-PARTY INFORMATION AND EXPERT STATEMENTS AND DECLARATIONS OF INTEREST

This Prospectus contains statistics, data and other information relating to markets, market sizes, market shares, market positions and other industry data pertaining to the Tryg Group's and the RSA Group's, including RSA Scandinavia's, business and markets. Unless otherwise indicated, such information is based on the Tryg Group's analysis of multiple sources, including information from Insurance & Pension Denmark (Forsikring & Pension), Insurance Sweden (Svensk Försäkring), Finance Norway (Finans Norge) and other sources. While the Issuer can confirm that information from external sources has been accurately reproduced, the Issuer has not independently verified and cannot give any assurances as to the accuracy of market data as presented in this Prospectus that was extracted or derived from these external sources. As far as the Issuer is aware and able to ascertain from this information, no facts have been omitted which would render the information provided inaccurate or misleading.

Industry publications or reports generally state that the information they contain has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. Market data and statistics are inherently predictive and subject to uncertainty and not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgements by both the researchers and the respondents, including judgements about what types of products and transactions should be included in the relevant market.

Unless otherwise indicated in this Prospectus, any references to or statements regarding the Tryg Group's competitive position have been based on the Issuer's own assessment and knowledge of the market, regions and countries in which it operates.

In addition, this Prospectus contains certain information pertaining to the commercial, financial, operational and legal position of RSA Scandinavia, Trygg-Hansa and Codan Norway, Codan Denmark and other entities within the RSA Group which Tryg has received from the RSA Group and/or which has been extracted from publications, reports and other documents prepared by the RSA Group. While the Issuer can confirm that any information received from the RSA Group and/or extracted from publications prepared by the RSA Group has been accurately described and reproduced, the Issuer has not independently verified and consequently cannot give any assurances as to the accuracy of the information as presented in this Prospectus which has been received from, or has been extracted from publications, reports or other documents prepared by, the RSA Group.

As a result, prospective investors should be aware that statistics, data, statements and other information relating to markets, market sizes, market shares, market positions and other industry data in this Prospectus (and projections, assumptions and estimates based on such information) may not be reliable indicators of the Tryg Group's future performance and the future performance of the industry in which it operates. Such indicators are necessarily subject to a high degree of uncertainty and risk due to the limitations described above and to a variety of other factors, including those described in "Risk Factors" and elsewhere in this Prospectus.

Except as set out above, this Prospectus does not include any statement or report attributed by the Issuer to any person as an expert.

27 May 2021

DOCUMENTS AVAILABLE

Copies of the following documents are available for inspection on the Tryg Group's website (subject to certain restrictions), www.tryg.com, during the period in which this Prospectus is in effect:

the Issuer's memorandum of association and the Articles of Association, including all exhibits (see https://tryg.com/en/tryg-forsikring/s-mandates-restricted-tier-1-capital-notes);
the Tryg Group's interim report for the financial quarter ended 31 March 2021 (see https://tryg.com/sites/tryg.com/files/2021-04/tryg_interim_q1.pdf);
the Tryg Audited Consolidated Financial Statements (see https://tryg.com/sites/tryg.com/files/2021-02/tryg_ar2020.pdf and https://tryg.com/sites/tryg.com/files/2020-01/tryg_2019_annualreportfinal.pdf);
the Issuer Audited Consolidated Financial Statements (see https://tryg.com/en/dokumenter/trygcom/tryg-forsikring/s-annual-report-2020.pdf and https://tryg.com/en/dokumenter/trygcom/tryg-forsikring-annual-report-2019.pdf); and
this Prospectus (see https://tryg.com/en/tryg-forsikring/s-mandates-restricted-tier-1-capital-notes).

The information on the Tryg Group's website does not form part of this Prospectus, is not incorporated by reference into this Prospectus, unless specifically stated in "Additional Information—Information incorporated by reference", and has not been scrutinised or approved by the DFSA, unless otherwise specifically stated herein. See also "Additional Information—Information Incorporated by Reference".

129

27 May 2021

18. USE OF PROCEEDS

An amount equal to the net proceeds from the issuance of the Notes, being approximately SEK 994.31 million, have been applied by the Issuer for its general corporate purposes, including to fund the redemption on 26 May 2021 of the Issuer's SEK 1,000 million Tier 2 notes issued 2016.

The total expenses related to the admission to trading of the Notes are estimated by the Issuer to be approximately SEK 42,000.

27 May 2021

19. TERMS AND CONDITIONS OF THE NOTES

The following terms and conditions of the Notes are applicable to each Note. The Notes will not be evidenced by any physical bond, note or document of title other than statements of account made by the Securities Depository. Ownership of the Notes will be recorded and transfer effected only through the book entry system and register maintained by the Securities Depository.

The SEK 1,000,000,000 Floating Rate Perpetual Restricted Tier 1 Capital Notes (kapitalbeviser) (the "Notes") are issued by Tryg Forsikring A/S, CVR number 24 26 06 66 (the "Issuer"). The issue of the Notes was mandated by a resolution of the supervisory board (bestyrelse) of the Issuer on 11 February 2021. A VP agency agreement dated 24 February 2021, as amended or supplemented from time to time (the "VP Agency Agreement"), has been entered into in relation to the Notes between the Issuer and Danske Bank A/S as agent (the "VP Agent"). A tri-partite agreement dated March 2018, as amended or supplemented from time to time, has been entered into in relation to the Notes between the Issuer, the VP Agent and VP Securities A/S, the Danish central securities depository (the "Securities Depository").

The Notes will be created and held in uncertificated book entry form in accounts with the Securities Depository. The VP Agent will act as agent of the Issuer in respect of all dealings with the Securities Depository in respect of the Notes.

References to "Conditions" are, unless the context otherwise requires, to the numbered paragraphs of these terms and conditions.

1. DEFINED TERMS

In these Conditions:

"Accounting Event" is a change in applicable accounting standards or the interpretation or application thereof which occurs after the Issue Date with the consequence that the Notes are, or will at the next accounting date of the Issuer be disqualified from counting as a liability in the consolidated financial statements of the Issuer (as verified by an opinion of a recognised independent accounting firm issued to the Issuer), provided that the Notes, prior to that change, qualified as a liability in the consolidated financial statements of the Issuer.

"Additional Amounts" has the meaning given to that term in Condition 13.1 (Payment without withholding).

"Adjustment Spread" means a spread (which may be positive or negative), formula or methodology for calculating a spread, which the Independent Advisor (in consultation with the Issuer) or the Issuer, determines is required to be applied to a Successor Screen Rate or an Alternative Screen Rate in order to reduce or eliminate, to the extent reasonably practicable in the circumstances, any economic prejudice or benefit to the Noteholders as a result of the replacement of the Screen Rate with a Successor Screen Rate or an Alternative Screen Rate and is the spread, formula or methodology which:

(a) in the case of a Successor Screen Rate, is formally recommended in relation to the replacement of the Screen Rate with the relevant Successor Screen Rate by any Relevant Nominating Body;

(b) in the case of a Successor Screen Rate for which no recommendation has been made or in the case of an Alternative Screen Rate, the Independent Advisor (in consultation with the Issuer) or the Issuer determines is recognised or acknowledged as being in customary usage in international debt capital markets transactions which reference the Screen Rate, where such rate has been replaced by the relevant Successor Screen Rate or Alternative Screen Rate; or

(c) if no such customary market usage is recognised or acknowledged, the Independent Advisor (in consultation with the Issuer) or the Issuer in its discretion, determines to be appropriate.

"Alternative Screen Rate" means the rate that the Independent Advisor or the Issuer determines has replaced the Screen Rate in customary market usage in the relevant debt capital markets for the purposes of determining rates

131

27 May 2021

of interest in respect of notes denominated in SEK and of a comparable duration to the relevant Interest Period, or, if the Independent Advisor or the Issuer determines that there is no such rate, such other rate as the Independent Advisor or the Issuer determines in its sole discretion is most comparable to the Screen Rate.

"Business Day" means a day on which commercial banks are open for general business in Copenhagen.

a "Capital Disqualification Event" is deemed to have occurred if, as a result of any replacement of or change to (or change to the interpretation by the Relevant Regulator or any court or authority entitled to do so of) the Relevant Rules, the whole or any part of the Notes are no longer capable of counting as Tier 1 Own Funds for the purposes of the Issuer or the Group, whether on a solo, group or consolidated basis, except where such non-qualification is only as a result of any applicable limitation on the amount of such capital.

"Conditions" has the meaning given to that term in the preamble to these Term and Conditions of the Notes.

"Danish Capital Markets Act" means the Danish Capital Markets Act (kapitalmarkedsloven), Consolidated Act no. 1767 of 27 November 2020.

"Danish Companies Act" means the Danish Companies Act (selskabsloven), Consolidated Act no. 763 of 23 July 2019.

"Danish Financial Business Act" means the Danish Financial Business Act (lov om finansiel virksomhed), Consolidated Act no. 1447 of 11 September 2020.

"Day Count Fraction" has the meaning given to that term in Condition 6.1 (Interest Rate).

"Discretionary Reinstatement" means any write-up of the Outstanding Principal Amount as defined in Condition 9.3 (Discretionary Reinstatement).

"Distributable Items" shall have the meaning assigned to that term in the Relevant Rules then applicable to the Issuer (including, but not limited to, paragraph 1.25 of the Solvency II Own Funds Guidelines).

"Executive Board" means the executive management board (direktion) of the Issuer from time to time.

"Executive Officer" means any member of the Executive Board of the Issuer from time to time.

"Extraordinary Resolution" means a resolution passed at a meeting of Noteholders (whether originally convened or resumed following an adjournment) duly convened and held in accordance with Condition 16 (Meetings of Noteholders, Modification, Waiver and Authorisation) by a majority of at least $\frac{1}{3}$ of the votes cast.

"FATCA Withholding Tax" has the meaning given to that term in paragraph (ii) of Condition 11.2 (Payments subject to applicable laws).

"First Call Date" means the Interest Payment Date falling on or after 26 February 2026.

a "Full Write-Down Trigger Event" shall occur at any time in case any of the following conditions are met for the Issuer and/or the Group:

(a) the amount of Own Funds eligible to cover the Solvency Capital Requirement is equal to or less than 75 per cent. of the Solvency Capital Requirement; or
(b) the amount of Own Funds eligible to cover the Minimum Capital Requirement is equal to or less than the Minimum Capital Requirement.

"Group" means Tryg A/S and its Subsidiaries from time to time.

27 May 2021

"Group Insurance Undertaking" means an insurance undertaking included in group supervision of the Group pursuant to the Relevant Rules.

"Independent Advisor" means an independent financial institution of repute in the debt capital markets where the Screen Rate is commonly used or other independent financial adviser experienced in the debt capital markets where the Screen Rate is commonly used, in each case appointed by the Issuer at its own expense.

"Independent Agent" means an investment bank, or a syndicate of investment banks, of international repute and with a leading franchise in the underwriting and distribution of capital instruments for international financial institutions.

"Initial Principal Amount" means SEK 1,000,000,000 equal to the aggregate nominal amount of the Notes issued on the Issue Date.

"Insolvent Insurer Winding-up" means:

(a) any liquidation (likvidation) or bankruptcy (konkurs) of any Group Insurance Undertaking; or
(b) the appointment of an administrator of any Group Insurance Undertaking,
in each case where the Issuer has determined, acting reasonably, that all Policyholder Claims of the policyholders or beneficiaries under contracts of insurance of that Group Insurance Undertaking may or will not be met.

"Interest Determination Date" has the meaning given to that term in Condition 6.3 (Determination of the Interest Rate).

"Interest Payment" means, in respect of any Interest Payment Date, the amount of interest due and payable on such Interest Payment Date.

"Interest Payment Date" means 26 February, 26 May, 26 August and 26 November in each year, commencing on 26 May 2021, save that if any Interest Payment Date would otherwise fall on a day which is not a Business Day it shall be postponed to the next day which is a Business Day unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day.

"Interest Period" means the period from (and including) one Interest Payment Date (or in the case of the first Interest Period, from the Issue Date) to (but excluding) the next (or in the case of the first Interest Period, the first) Interest Payment Date (or, if earlier, the date on which accrued interest otherwise becomes due and payable pursuant to these Conditions).

"Interest Rate" has the meaning given to that term in paragraph (a) of Condition 6.1 (Interest Rate).

"ISIN" means the identification number of the Notes (International Securities Identification Number), being DK0030484621.

"Issue Date" means 26 February 2021.

"Issuer" has the meaning given to that term in the preamble to these Conditions.

"Junior Obligations" means the rights and claims of the holders of:

(a) the ordinary and all other classes of share capital of the Issuer;
(b) any guarantee, support arrangement or similar instrument issued by the Issuer ranking or expressed to rank junior to the Notes or to Parity Obligations; and
(c) any other obligation of the Issuer ranking or expressed to rank junior to the Notes or to Parity Obligations.

133

27 May 2021

"Loss Absorbing Instruments" means at any time any obligation or instrument (other than the Notes) of the Issuer which include a loss absorption mechanism that is activated by an equivalent to the Trigger Event in all material respects and/or has a different threshold for such activation and has been activated on or prior to the relevant Trigger Event.

"Mandatory Interest Cancellation Event" has the meaning given to that term in Condition 8.2 (Mandatory Cancellation of Interest Payments).

A "Market Disruption Event" shall be deemed to have occurred if the Independent Agent, in consultation with the Issuer, has determined that there has been a change in Danish, Nordic, European or international financial, political or economic conditions (including, but not limited to, pandemic, acts of international terrorism and outbreak of war) or currency exchange rates or exchange controls that would be reasonably likely to prejudice materially the issuance, marketing and/or placement of Replacement Securities or dealings in secondary markets.

"Margin" means 2.40 per cent. per annum.

"Minimum Capital Requirement" means the Minimum Capital Requirement of the Issuer, the Minimum Capital Requirement of the Group or the Group minimum Solvency Capital Requirement (as applicable) referred to in the Relevant Rules.

"Minimum Settlement Unit" has the meaning given to that term in Condition 3 (Form, Specified Denomination and Title).

"Noteholder" has the meaning given to that term in Condition 3 (Form, Specified Denomination and Title).

"Notes" has the meaning given to that term in the preamble to these Conditions.

"Outstanding Principal Amount" means:

(a) in respect of each Note outstanding, SEK 0.01; and
(b) in respect of all Notes, the Initial Principal Amount;

as reduced from time to time by any reduction of the Outstanding Principal Amount pursuant to these Conditions or any other write-down or cancellation, as the case may be, and, if applicable, as subsequently increased from time to time by any Discretionary Reinstatement in accordance with these Conditions.

"Own Funds" means all eligible own-fund items of the Issuer or the Group (as applicable) as determined in accordance with the Relevant Rules.

"Parity Obligations" means subordinated obligations of the Issuer which constitute, or which would, but for any applicable limitation on the amount of such capital, constitute, Tier 1 Own Funds and any other obligations ranking or expressed to rank pari passu with the Notes or other Parity Obligations.

a "Partial Write-Down Trigger Event" shall occur at any time (without it constituting a Full Write-Down Trigger Event) compliance with the Solvency Capital Requirement for the Issuer and/or the Group is not re-established within a period of three months of the date when non-compliance with the Solvency Capital Requirement was first observed.

"Policyholder Claims" means claims of policyholders or beneficiaries under contracts of insurance in a winding-up, liquidation or administration of a Group Insurance Undertaking to the extent that those claims relate to any debt to which the Group Insurance Undertaking is, or may become, liable to a policyholder or such a beneficiary pursuant to a contract of insurance, including all amounts to which policyholders or such beneficiaries are entitled under

27 May 2021

applicable legislation or rules relating to the winding-up or administration of insurance companies to reflect any right to receive, or expectation of receiving, benefits which such policyholders or such beneficiaries may have.

"Qualifying Tier 1 Notes" means securities issued by the Issuer that:

(a) have terms not materially less favourable to an investor than the terms of the Notes (as reasonably determined by the Issuer in consultation with a bank or financial advisor of international standing), provided that (without prejudice to the foregoing) they shall:

(i) contain terms which comply with the then current requirements of the Relevant Regulator in relation to Tier 1 Own Funds;

(ii) rank senior to, or pari passu with, the Notes as at the Issue Date;

(iii) bear at least the same rate of interest from time to time applying to the Notes;

(iv) have the same currency of payment, denomination, Initial Principal Amount and Outstanding Principal Amount as the Notes;

(v) not at such time be subject to a Tax Event, and/or Capital Disqualification Event and/or a Rating Agency Event and/or Accounting Event;

(vi) contain terms providing for the cancellation and/or suspension of payments of interest or principal only if such terms are not materially less favourable to an investor than the cancellation and/or suspension provisions, respectively, contained in the terms of the Notes; and

(vii) preserve the obligations (including the obligations arising from the exercise of any right) of the Issuer as to redemption of the Notes, including (without limitation) as to timing of, and amounts payable upon, such redemption, provided that such Qualifying Tier 1 Notes may not be redeemed by the Issuer prior to the First Call Date (save for redemption, exchange or variation on terms analogous with Condition 10.7 (Redemption, substitution or variation at the option of the Issuer for taxation reasons), Condition 10.8 (Redemption, substitution or variation at the option of the Issuer due to a Capital Disqualification Event), Condition 10.10 (Redemption, substitution or variation at the option of the Issuer due to a Rating Agency Event) or Condition 10.11 (Redemption, substitution or variation at the option of the Issuer due to an Accounting Event)); and

(b) if (A) the Notes were listed or admitted to trading on a Regulated Market immediately prior to the relevant substitution or variation, are listed or admitted to trading on a Regulated Market, or (B) the Notes were listed or admitted to trading on a recognised stock exchange other than a Regulated Market immediately prior to the relevant substitution or variation, are listed or admitted to trading on any recognised stock exchange (including, without limitation, a Regulated Market), in either case as selected by the Issuer.

"Rating Agency" means Moody's Deutschland GmbH, or any successor thereof.

"Rating Agency Compliant Notes" means securities issued by the Issuer that are:

(a) Qualifying Tier 1 Notes; and

(b) assigned by the Rating Agency substantially the same equity content or, at the absolute discretion of the Issuer, a lower equity content (provided such equity content is still higher than the equity content assigned to the Notes after the occurrence of the Rating Agency Event) as that which was assigned by the relevant Rating Agency to the Notes on or around the Issue Date.

"Rating Agency Event" means a change in, or clarification to, the rating methodology of the Rating Agency (or in the interpretation of such methodology) becoming effective on or after the Issue Date as a result of which the equity content assigned by the relevant Rating Agency to the Notes, as notified by such Rating Agency to the Issuer or as published by such Rating Agency, becomes, in the reasonable opinion of the Issuer, less favourable when compared to the equity content assigned by the relevant Rating Agency to the Notes on or around the Issue Date.

"Redemption and Purchase Conditions" means the conditions set out in paragraphs (a) to (h) (inclusive) of Condition 10.2 (Conditions to Redemption and Purchase).

27 May 2021

"Reference Banks" means the principal Swedish office of four major banks engaged in the Stockholm interbank market as selected by the VP Agent after consultation with the Issuer.

"Regulated Market" means a regulated market as defined in Article 4(1)(21) of Directive 2014/65/EU.

"Regulatory Clearance Condition" means, in respect of any proposed act on the part of the Issuer, the Relevant Regulator having approved or consented to such act (in each case only if and to the extent required by the Relevant Regulator or the Relevant Rules (on the basis that the Notes are intended to qualify as Tier 1 Own Funds) from time to time).

"Relevant Date" means the date on which the payment first becomes due but, if the full amount of the money payable has not been received by the VP Agent on or before the due date, it means the date on which, the full amount of the money having been so received, notice to that effect has been duly given to the Noteholders by the Issuer in accordance with Condition 15 (Notices).

"Relevant Jurisdiction" means Denmark or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which the Issuer becomes subject in respect of payments made by it of principal and interest on the Notes.

"Relevant Nominating Body" means in relation to a reference rate:

(a) the administrator of the reference rate, or any entity under the common control as the administrator of the reference rate;
(b) the central bank for the currency to which the reference rate relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the reference rate; or
(c) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of:

(i) the central bank for the currency to which the reference rate relates;
(ii) any central bank or other supervisory authority which is responsible for supervising the administrator of the reference rate;
(iii) a group of the aforementioned central banks or other supervisory authorities; or
(iv) the Financial Stability Board or any part thereof.

"Relevant Regulator" means the Danish Financial Supervisory Authority (Finanstilsynet) and any successor or replacement thereto, or other authority having primary responsibility for the prudential oversight and supervision of the Issuer in accordance with the Relevant Rules.

"Relevant Rules" means the regulatory capital rules from time to time as applied to the Issuer or the Group (whether having the force of law or otherwise) by the Relevant Regulator, including Solvency II and any legislation, rules or regulations of the Relevant Regulator relating to such matters.

"Replacement Securities" are securities (other than any class of share capital) issued by the Issuer that satisfy Tier 1 Own Funds eligibility under the Relevant Rules, and are issued in an amount at least equal to the Outstanding Principal Amount of the Notes.

"Replacement Solicitation" has the meaning given to that term in paragraph (a)(ii) of Condition 10.9 (Replacement Solicitation).

"Representative Amount" means an amount that is representative for a single transaction in the relevant market at the relevant time.

"Screen Rate" means the Stockholm interbank offered rate administered by the Swedish Financial Benchmark Facility (or any other person which takes over the administration of that rate) for three-month deposits in SEK displayed on page STIBOR= of the Thomson Reuters screen (or any replacement Thomson Reuters page which

136

27 May 2021

displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters.

"Screen Rate Amendments" has the meaning given to that term in paragraph (b) of Condition 7.3 (Screen Rate Amendments).

"Screen Rate Determination Date" has the meaning given to that term in paragraph (a) of Condition 7.1 (Appointment of Independent Advisor).

"Screen Rate Event" means:

(a) the Screen Rate has ceased to be published on the relevant screen for at least five consecutive Business Days as a result of it ceasing to be calculated or administered;
(b) the administrator of the Screen Rate has made a public statement or publication of information announcing that within six months it will cease to provide the Screen Rate permanently or indefinitely, or
(c) a Relevant Nominating Body has made a public statement or publication of information recommending the usage of a Successor Screen Rate for the Screen Rate (which better reflects the relevant market interest rates).

"Securities Depository" has the meaning given to that term in the preamble to these Conditions.

"SEK", "Swedish Krona" and "öre" means the lawful currency of Sweden.

"Solvency II" means:

(a) the Solvency II Directive;
(b) the Solvency II Regulation; and
(c) any implementing measures adopted pursuant to the Solvency II Directive (for the avoidance of doubt, whether implemented by way of regulation, implementing technical standards or by further directives, guidelines published by the European Insurance and Occupational Pensions Authority (or any successor entity) or otherwise) including, without limitation, the Solvency II Own Funds Guidelines.

"Solvency II Directive" means Directive 2009/138/EC of the European Union of 25 November 2009 on the taking-up and pursuit of the business of insurance and reinsurance (Solvency II).

"Solvency II Own Funds Guidelines" means the Guidelines on classification of own funds (EIOPA-BoS-14/168) issued by the European Insurance and Occupational Pensions Authority.

"Solvency II Regulation" means Commission Delegated Regulation (EU) 2015/35 of 10 October 2014 supplementing Directive 2009/138/EC of the European Parliament and of the Council on the taking up and pursuit of the business of Insurance and Reinsurance (Solvency II).

"Solvency Capital Requirement" means the Solvency Capital Requirement for the Issuer and the Solvency Capital Requirement for the Group (as applicable) referred to in, or any other capital requirement relating to the Issuer or the Group (other than the Minimum Capital Requirement) howsoever described, in the Relevant Rules.

"Solvency Ratio" means at any time the ratio of (x) the amount of the Issuer's or the Group's (as applicable) Own Funds eligible to cover the Solvency Capital Requirement to (y) the Solvency Capital Requirement.

"Subsidiary" means a subsidiary undertaking (dattervirksomhed) as defined in Section 5(3) of the Danish Companies Act.

"Successor Screen Rate" means the rate that an Independent Advisor or the Issuer determines is a successor to or the replacement of Screen Rate and which is formally recommended by a Relevant Nominating Body.

27 May 2021

"Taxes" has the meaning given to that term in Condition 13.1 (Payment without withholding).

"Tax Event" has the meaning given to that term in paragraph (a) of Condition 10.7 (Redemption, substitution or variation at the option of the Issuer for taxation reasons).

"Tier 1 Own Funds" has the meaning given to that term for the purposes of the Relevant Rules from time to time.

"Tier 2 Own Funds" has the meaning given to that term for the purposes of the Relevant Rules from time to time.

"Tier 3 Own Funds" has the meaning given to that term for the purposes of the Relevant Rules from time to time.

"Trigger Event" means a Full Write-Down Trigger Event or a Partial Write-Down Trigger Event.

"VP Agent" has the meaning given to that term in the preamble to these Conditions.

"VP Agency Agreement" has the meaning given to that term in the preamble to these Conditions.

"Write-Down" has the meaning given to that term in Condition 9.1 (Loss Absorption Following a Trigger Event).

"Write-Down Effective Date" has the meaning given to that term in Condition 9.1 (Loss Absorption Following a Trigger Event).

2. CONSTRUCTION

Unless a contrary indication appears, a reference in these Conditions to:

(i) a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(ii) a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation; and

(iii) a provision of law is a reference to that provision as amended or re-enacted.

3. FORM, SPECIFIED DENOMINATION AND TITLE

The Notes are issued in uncertificated book entry form and in the denomination(s) of SEK 0.01.

Each Note in the Securities Depository, will be registered with a minimum settlement unit of SEK 2,000,000 (the "Minimum Settlement Unit"). All trades in Notes as well as the initial subscription for Notes shall be in portions having an aggregate nominal amount of SEK 2,000,000 or, if greater, an even multiple of SEK 1,000,000.

Title to the Notes shall pass by registration at the Securities Depository in accordance with the Danish Capital Markets Act and Executive Orders issued pursuant thereto and the rules and procedures of the Securities Depository. The holder of a Note (each a "Noteholder") will be the person evidenced as such by a book entry in the records of the Securities Depository. Where a nominee is so evidenced, it shall be treated by the Issuer as Noteholder.

4. TRANSFER OF NOTES

The Notes will be transferable only in accordance with the rules and procedures for the time being of the Securities Depository and Danish law.

5. STATUS OF THE NOTES

The Notes on issue constitute restricted Tier 1 Own Funds of the Issuer and the Group under the Relevant Rules.

27 May 2021

Subject to Condition 9 (Loss Absorption Following a Trigger Event and Reinstatement of the Notes), the Notes constitute direct, unsecured and subordinated obligations of the Issuer, and shall at all times rank:

(a) senior to payments to holders of present or future outstanding Junior Obligations of the Issuer;
(b) pari passu without any preference among themselves;
(c) pari passu with payments to holders of present or future outstanding Parity Obligations of the Issuer;
(d) junior to Tier 2 Own Funds and Tier 3 Own Funds of the Issuer; and
(e) junior to present or future claims of:

(i) all policyholders and beneficiaries and any other unsubordinated creditors of the Issuer; and
(ii) creditors in respect of any other obligations or instruments of the Issuer that rank or are expressed to rank senior to the Notes.

By acceptance of the Notes, each Noteholder will be deemed to have waived any right of set-off, netting or counterclaim that such Noteholder might otherwise have against the Issuer in respect of or arising under the Notes whether prior to or in bankruptcy (konkurs) or liquidation (likvidation).

6. INTEREST

This Condition 6 is subject to Condition 7 (Screen Rate discontinuation) and Condition 8 (Interest cancellation).

6.1 Interest Rate

(a) The interest rate in respect of the Notes for each Interest Period (the "Interest Rate") shall be the rate per annum which is the aggregate of:

(i) the applicable Screen Rate; and
(ii) the Margin.

(b) If the Screen Rate is unavailable, the VP Agent will request each of the Reference Banks to provide the VP Agent with:

(i) (other than where paragraph (ii) below applies) the rate at which the relevant Reference Bank is willing to lend amounts in SEK for three months without collateral to other banks active on the Swedish money market; or
(ii) if different, the rate (if any and applied to the relevant Reference Bank and the relevant period) which contributors to the Screen Rate are asked to submit to the relevant administrator, in each case at approximately 11.00 a.m. (Stockholm time) on the second Stockholm business day prior to the start of each Interest Period.

(c) If at least two of the Reference Banks provide such rates, the Interest Rate shall be the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) as established by the VP Agent of such rates, plus the Margin. If fewer than two rates are provided as requested, the Interest Rate for that Interest Period will be the arithmetic mean of the rates quoted by major banks in Sweden selected by the VP Agent, at approximately 11.00a.m. (Stockholm time) on the first day of such Interest Period for loans in SEK to leading Swedish banks for a period of three months commencing on the first day of such Interest Period and for a Representative Amount, plus the Margin.
(d) If the Interest Rate cannot be determined in accordance with the above provisions, the Interest Rate shall be the Interest Rate applicable to the preceding Interest Period, all as determined by the VP Agent.
(e) The Interest Rate cannot in any event be less than zero.
(f) Each Note bears interest on its Outstanding Principal Amount at the applicable Interest Rate from (and including) the Issue Date in accordance with the provisions of this Condition 6.
(g) Interest shall be payable on the Notes quarterly in arrear on each Interest Payment Date, in each case as provided in this Condition 6.
(h) In respect of each Interest Period, the amount of interest payable shall be equal to the product of the Outstanding Principal Amount and the Interest Rate and the Day Count Fraction.
(i) The Interest Payment to each Noteholder shall be rounded to the nearest öre (half an öre being rounded upwards).

27 May 2021

In these Conditions, "Day Count Fraction" means, in respect of any relevant period, the actual number of days in the period from and including the date from which interest begins to accrue to but excluding the date on which it falls due divided by 360 (Actual/360).

6.2 Interest Accrual

Without prejudice to Condition 8 (Interest cancellation), interest shall cease to accrue on each Note from (and including) the date of redemption thereof pursuant to Condition 10 (Redemption, Substitution, Variation and Purchase) unless payment is improperly withheld, in which event interest shall continue to accrue.

6.3 Determination of the Interest Rate

Subject as provided in Condition 6.1 (Interest Rate), the VP Agent will, as soon as practicable after 11:00 a.m. (Stockholm time) on the second Stockholm business day prior to the start of each Interest Period (each an "Interest Determination Date"), determine the applicable Interest Rate in respect of such Interest Period and notify the Issuer thereof.

6.4 Publication of the Interest Rate

The Issuer shall cause notice of the Interest Rate to be given to the Noteholders in accordance with Condition 15 (Notices) as soon as reasonably practicable after the determination of such Interest Rate in accordance with Condition 6.3 (Determination of the Interest Rate) and in any event no later than the commencement of the relevant Interest Period.

6.5 Determinations of Interest Rate binding

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 6 by the VP Agent and the Issuer, shall (in the absence of manifest error or wilful default) be binding on the Issuer, the VP Agent and all Noteholders and (in the absence of wilful default and gross negligence) no liability to the Noteholders shall attach to the Issuer or the VP Agent in connection with the exercise or non-exercise by it of any of its powers, duties and discretions.

7. SCREEN RATE DISCONTINUATION

7.1 Appointment of Independent Advisor

(a) If a Screen Rate Event occurs, the Issuer shall use reasonable endeavours to appoint, as soon as reasonably practicable, an Independent Advisor to determine, no later than five Business Days prior to the relevant Interest Determination Date in relation to the next succeeding Interest Period (the "Screen Rate Determination Date"), a Successor Screen Rate or, if there is no Successor Screen Rate, an Alternative Screen Rate for purposes of determining the Screen Rate for the next succeeding Interest Period.

(b) (If the Issuer is unable to appoint an Independent Advisor, or the Independent Advisor appointed by it fails to determine a Successor Screen Rate or an Alternative Screen Rate prior to a Screen Rate Determination Date, the Issuer (acting in good faith) may determine a Successor Screen Rate or, if there is no Successor Screen Rate, an Alternative Screen Rate, to constitute the Screen Rate for the next succeeding Interest Period.

7.2 Screen Rate replacement

If a Successor Screen Rate or an Alternative Screen Rate is determined in accordance with Condition 7.1 (Appointment of Independent Advisor), that Successor Screen Rate or Alternative Screen Rate shall be the Screen Rate for each of the future Interest Periods (subject to the subsequent operation of, and to adjustment as provided in, this Condition 7), provided, however, that if paragraph (b) of Condition 7.1 (Appointment of Independent Advisor) applies and the Issuer is unable to or does not determine a Successor Screen Rate or an Alternative Screen Rate prior to the relevant Screen Rate Determination Date, the Screen Rate applicable to the next succeeding Interest Period shall be equal to the Screen Rate last determined for the preceding Interest Period.

27 May 2021

If an Independent Advisor (in consultation with the Issuer) or the Issuer, determines that an Adjustment Spread is required to be applied to the Successor Screen Rate or the Alternative Screen Rate and such Adjustment Spread is determined by the Independent Advisor or the Issuer, that Adjustment Spread shall be applied.

7.3 Screen Rate Amendments

(a) If the Independent Advisor or the Issuer determines a Successor Screen Rate or an Alternative Screen Rate in accordance with Conditions 7.1 (Appointment of Independent Advisor) and 7.2 (Screen Rate replacement), the Independent Advisor or the Issuer, may also specify changes to these Conditions in order to follow market practice in relation to the relevant Successor Screen Rate or Alternative Screen Rate.

(b) The Issuer and the VP Agent shall, at the request and expense of the Issuer, but subject to receipt by the VP Agent of the certificate referred to in paragraph (a) of Condition 7.4 (Notice of Screen Rate replacement), without the requirement for any consent or approval of the Noteholders, effect such amendments to these Conditions as may be required by the Issuer in order to give effect to this Condition 7 ("Screen Rate Amendments"). The VP Agent shall however not be obliged to concur if in the opinion of the VP Agent (acting reasonably), doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the VP Agent in these Conditions.

7.4 Notice of Screen Rate replacement

(a) The Issuer shall promptly, following the determination of any Successor Screen Rate or Alternative Screen Rate and any Screen Rate Amendments, give notice thereof to the VP Agent and the Noteholders in accordance with Condition 15 (Notices). No later than giving the VP Agent such notice, the Issuer shall deliver to the VP Agent a certificate signed by two authorised signatories of the Issuer:

(i) confirming (A) that a Screen Rate Event has occurred, (B) the relevant Successor Screen Rate or Alternative Screen Rate, and (C) any Screen Rate Amendments, in each case as determined in accordance with the provisions of this Condition 7; and
(ii) certifying that the Screen Rate Amendments are necessary to ensure the proper operation of such Successor Screen Rate or Alternative Screen Rate.

(b) The VP Agent shall be entitled to rely on a certificate as referred to in paragraph (a) above without further enquiry and without liability to any person. The Successor Screen Rate or Alternative Screen Rate and any Screen Rate Amendments specified in such certificate will, notwithstanding Condition 16 (Meetings of Noteholders, Modification, Waiver and Authorisation), be binding on the Issuer, the VP Agent and the Noteholders.

7.5 General

Any determination to be made by or any changes to these Conditions to be specified by the Independent Advisor or the Issuer in accordance with the provisions of this Condition 7 shall at all times be made by such Independent Advisor or the Issuer acting in good faith, provided that the determination of any Successor Screen Rate or Alternative Screen Rate, and any other related changes to these Conditions, shall be made in accordance with the Relevant Rules and be subject to the Regulatory Clearance Condition.

8. INTEREST CANCELLATION

8.1 Interest Payments Discretionary

Interest on the Notes is due and payable only at the sole and absolute discretion of the Issuer, only out of Distributable Items of the Issuer and is subject to Condition 8.2 (Mandatory Cancellation of Interest Payments). Accordingly, the Issuer may at any time in its sole and absolute discretion elect to cancel any Interest Payment (or any part thereof) which would otherwise be payable on any Interest Payment Date.

27 May 2021

8.2 Mandatory Cancellation of Interest Payments

Save as otherwise permitted pursuant to Condition 8.3 (Waiver of Cancellation of Interest Payments by Relevant Regulator), the Issuer shall cancel any Interest Payment on the Notes in accordance with this Condition 8 if:

(a) there is on the relevant Interest Payment Date non-compliance with the Solvency Capital Requirement (or the Minimum Capital Requirement where non-compliance with the Minimum Capital Requirement occurs before non-compliance with the Solvency Capital Requirement), or such Interest Payment would lead to non-compliance with the Solvency Capital Requirement (or the Minimum Capital Requirement where non-compliance with the Minimum Capital Requirement occurs before non-compliance with the Solvency Capital Requirement); or

(b) the Issuer is otherwise required by the Relevant Regulator or under the Relevant Rules (on the basis that the Notes are intended to qualify as Tier 1 Own Funds) to cancel the relevant Interest Payment, each of the events or circumstances described in paragraphs (a) and (b) above being a "Mandatory Interest Cancellation Event".

8.3 Waiver of Cancellation of Interest Payments by Relevant Regulator

Notwithstanding Condition 8.2 (Mandatory Cancellation of Interest Payments), the Issuer shall not be required to cancel an Interest Payment where a Mandatory Interest Cancellation Event has occurred and is continuing, or would occur if payment of interest on the Notes were to be made (to the extent permitted by the Relevant Rules), where:

(a) there is on the relevant Interest Payment Date non-compliance with the Solvency Capital Requirement, or such Interest Payment would lead to non-compliance with the Solvency Capital Requirement;

(b) the Relevant Regulator has exceptionally waived the cancellation of the Interest Payment;

(c) the Interest Payment would not further weaken the solvency position of the Issuer or the Group (and, if at that time, required by the Relevant Rules, the Relevant Regulator has confirmed to the Issuer that it is satisfied that payment of the Interest Payment would not further weaken the solvency position of the Issuer or the Group); and

(d) the Minimum Capital Requirement will be complied with immediately following such Interest Payment, if made.

8.4 Effect of Cancellation of Interest Payments

Any Interest Payment (or relevant part thereof) which is cancelled in accordance with this Condition 8 shall not become due and shall not accumulate or be payable (whether in cash or substitute in kind) at any time thereafter, and Noteholders shall have no rights in respect thereof and any such cancellation or non-payment shall not constitute a default or event of default on the part of the Issuer for any purpose.

8.5 Notice of Cancellation of Interest Payments

The Issuer shall provide notice of any cancellation of any Interest Payment pursuant to Condition 8.1 (Interest Payments Discretionary) or Condition 8.2 (Mandatory Cancellation of Interest Payments) to Noteholders in accordance with Condition 15 (Notices), at least five Business Days prior to the relevant Interest Payment Date. Any failure to provide such notice will not invalidate the cancellation of the relevant Interest Payment.

9. LOSS ABSORPTION FOLLOWING A TRIGGER EVENT AND REINSTATEMENT OF THE NOTES

9.1 Loss Absorption Following a Trigger Event

Determination of the Occurrence of a Trigger Event

If at any time a Trigger Event occurs, the Issuer shall immediately notify the VP Agent and, in accordance with Condition 15 (Notices), the Noteholders and the Outstanding Principal Amount shall, save as otherwise permitted pursuant to Condition 9.2 (Waiver of Loss Absorption by Relevant Regulator), be written down as set out in this Condition 9.1 (a "Write-Down"). Notwithstanding the foregoing, failure to give any such notice shall not prejudice the right of the Issuer to write down the Outstanding Principal Amount pursuant to this Condition 9.1.

27 May 2021

The Write-Down shall occur without delay on a date selected by the Issuer in consultation with the Relevant Regulator (the "Write-Down Effective Date") but no later than one month following the occurrence of the relevant Trigger Event.

The Issuer may determine that a Trigger Event has occurred on more than one occasion and the Outstanding Principal Amount may be written down pursuant this Condition 9.1 on more than one occasion.

For the avoidance of doubt, any Outstanding Principal Amount, which has been written down according to this Condition 9.1 will not be reinstated or restored by the Issuer except if the Issuer elects (at its sole discretion) to effect a Discretionary Reinstatement as per Condition 9.3 (Discretionary Reinstatement).

Suspension of Redemption

If a Trigger Event occurs after a notice of redemption has been given pursuant to Condition 10.6 (Redemption at the Option of the Issuer), Condition 10.7 (Redemption, substitution or variation at the option of the Issuer for taxation reasons), Condition 10.8 (Redemption, substitution or variation at the option of the Issuer due to a Capital Disqualification Event), Condition 10.10 (Redemption, substitution or variation at the option of the Issuer due to a Rating Agency Event) or Condition 10.11 (Redemption, substitution or variation at the option of the Issuer due to an Accounting Event) but before the relevant redemption date, such notice of redemption shall automatically be revoked and the relevant redemption shall be suspended in accordance with Condition 10.4 (Suspension of Redemption).

Calculation of the Write-Down Amount

On the occurrence of a Write-Down, the Outstanding Principal Amount shall be reduced in such a way that all of the following are reduced: (i) the claims of the holders of the Notes in the event of a bankruptcy (konkurs) or liquidation (likvidation) of the Issuer; (ii) the amount required to be paid on redemption of Notes; and (iii) the interest to be paid on the Notes.

Subject to compliance with the Relevant Rules, the amount of the reduction of the Outstanding Principal Amount on the Write-Down Effective Date shall be:

(a) in the event of a Partial Write-Down Trigger Event:

(i) if a partial write-down of the Outstanding Principal Amount would be sufficient to re-establish compliance with the Solvency Capital Requirement, the amount of reduction of the Outstanding Principal Amount that (taking into account any utilisation and conversion or utilisation and write down (to the extent possible) of any other Loss Absorbing Instruments in accordance with the Relevant Rules) would be sufficient to restore compliance with the Solvency Capital Requirement; or
(ii) if a partial write-down of the Outstanding Principal Amount would not (taking into account any utilisation and conversion or utilisation and write down (to the extent possible) of any other Loss Absorbing Instruments in accordance with the Relevant Rules) be sufficient to re-establish compliance with the Solvency Capital Requirement, the amount of reduction of the Outstanding Principal Amount that ensures that the Outstanding Principal Amount of each Note is written down on a linear basis and in a manner ensuring that the total nominal amount of Notes held by the Noteholder holding the least number of Notes at the Write-Down Effective Date is reduced to SEK 0.01 or so that the Issuer's payment obligations in respect of the nominal amount of Notes held by such Noteholder is reduced to SEK 0.01 (or if that reduction is not compliant with the Relevant Rules, the amount that would reduce the Outstanding Principal Amount to zero), in each case when the Solvency Ratio reaches 75 per cent. or prior to that event; or

(b) in the event of a Full Write-Down Trigger Event, the amount that would reduce the total nominal amount of Notes held by the Noteholder holding the least number of Notes at the Write-Down Effective Date to SEK 0.01 or so that the Issuer's payment obligations in respect of the nominal amount of Notes held by such Noteholder is reduced to SEK 0.01 (or if that reduction is not compliant with the Relevant Rules, the amount that would reduce the Outstanding Principal Amount to zero),

143

27 May 2021

provided that:

(i) if a Full Write-Down Trigger Event subsequently occurs, the Outstanding Principal Amount shall, on a date selected by the Issuer in consultation with the Relevant Regulator, be reduced by the amount that would reduce the total nominal amount of Notes held by the Noteholder holding the least number of Notes at the Write-Down Effective Date to SEK 0.01 or so that the Issuer's payment obligations in respect of the nominal amount of Notes held by such Noteholder is reduced to SEK 0.01 (or if that reduction is not compliant with the Relevant Rules, the amount that would reduce the Outstanding Principal Amount to zero);

(ii) if, by the end of the period of three months from the date of the relevant Partial Write-Down Trigger Event, no Full Write-Down Trigger Event has occurred but the Solvency Ratio has deteriorated further compared to the Write-Down Effective Date, the Outstanding Principal Amount of each Note shall, on a date selected by the Issuer in consultation with the Relevant Regulator, be written down further in accordance with paragraph (a)(ii) above to reflect that further deterioration in the Solvency Ratio; and

(iii) a further write-down pursuant to paragraph (ii) above shall be made for each subsequent deterioration in the Solvency Ratio at the end of each subsequent period of three months until compliance with the Solvency Capital Requirement has been re-established.

The Issuer's determination of the relevant amount of a reduction to the Outstanding Principal Amount pursuant to this Condition 9.1 shall be binding on the Noteholders.

Any reduction of the Outstanding Principal Amount pursuant to this Condition 9.1 must be made on a pro rata basis between the Noteholders by reducing the number of Notes held by each Noteholder on a likewise pro rata basis.

Effect of Write Down on Interest Payments

Any interest on any principal amount that is to be written down on the relevant Write-Down Effective Date, in respect of an Interest Period ending on any Interest Payment Date falling between the date of a Trigger Event and the Write-Down Effective Date shall also be deemed to have been cancelled upon the occurrence of such Trigger Event and shall not be due and payable.

Following a reduction of the Outstanding Principal Amount as described above, interest will continue to accrue on the Outstanding Principal Amount following such reduction, and will be subject to Condition 8 (Interest cancellation), Condition 9.1 (Loss Absorption following a Trigger Event), Condition 9.2 (Waiver of Loss Absorption by Relevant Regulator) and Condition 9.3 (Discretionary Reinstatement) as described herein.

Rights and Remedies following a Write-Down

Any reduction of the Outstanding Principal Amount pursuant to this Condition 9.1 shall not constitute an event of default or a breach of the Issuer's obligations or duties or a failure to perform by the Issuer in any manner whatsoever and shall not, of itself, entitle the Noteholders to petition for the insolvency or liquidation of the Issuer or otherwise.

9.2 Waiver of Loss Absorption by Relevant Regulator

Notwithstanding Condition 9.1 (Loss Absorption Following a Trigger Event), no reduction of the Outstanding Principal Amount shall be made in the event of a Partial Write-Down Trigger Event where:

(a) no Full Write-Down Trigger Event has occurred prior to the occurrence of that Partial Write-Down Trigger Event; and

(b) the Relevant Regulator agrees exceptionally to waive the reduction of the Outstanding Principal Amount pursuant to Condition 9.1 (Loss Absorption Following a Trigger Event) as a consequence of that Partial Write-Down Trigger Event.

27 May 2021

9.3 Discretionary Reinstatement

Following any reduction of the Outstanding Principal Amount pursuant to Condition 9.1 (Loss Absorption Following a Trigger Event), the Issuer may, at its discretion, increase the Outstanding Principal Amount of the Notes (a "Discretionary Reinstatement") provided that such Discretionary Reinstatement:

(a) is permitted only after the Issuer or (as the case may be) the Group has achieved compliance with the Solvency Capital Requirement;
(b) is not activated by reference to Own Funds issued or increased in order to restore compliance with the Solvency Capital Requirement;
(c) occurs only on the basis of profits which contribute to Distributable Items made subsequent to the restoration of compliance with the Solvency Capital Requirement in a manner that does not undermine the loss absorbency intended by Article 71(5) of the Solvency II Regulation;
(d) does not result in a Trigger Event;
(e) will not result in the Outstanding Principal Amount being greater than the Initial Principal Amount;
(f) is applied pro rata between the Noteholders; and
(g) is approved by the Relevant Regulator if any such approval is, at that time, required pursuant to the Relevant Rules.

The Issuer shall immediately notify the VP Agent and, in accordance with Condition 15 (Notices), the Noteholders of any Discretionary Reinstatement pursuant this Condition 9.3.

A Discretionary Reinstatement may be made either by means of a pooling factor, where the Issuer's payment obligation under each Note is increased, or by other ways which gives the same intended financial results, or by way of issuing new notes that qualify as Tier 1 Own Funds of the Issuer to the relevant Noteholders. Any such new note issuance shall specify the relevant details of the manner in which such new note issuance shall take effect and where the Noteholders can obtain copies of the new terms and conditions of the new notes. Such new notes shall be issued without any cost or charge to the Noteholders.

A Discretionary Reinstatement may occur on one or more occasions until the Outstanding Principal Amount of the Notes has been reinstated to the Initial Principal Amount. Any decision by the Issuer to effect or not to effect any Discretionary Reinstatement on any occasion shall not preclude it from effecting or not effecting any Discretionary Reinstatement on any other occasion.

Notes that have been reinstated in accordance with this Condition 9.3 are subject to Condition 9.1 (Loss Absorption Following a Trigger Event).

10. REDEMPTION, SUBSTITUTION, VARIATION AND PURCHASE

10.1 No Redemption Date

The Notes are perpetual securities in respect of which there is no fixed redemption date and the Issuer shall only have the right to redeem or purchase the Notes in accordance with the following provisions of this Condition 10. The Notes are not redeemable at the option of the Noteholders at any time.

10.2 Conditions to Redemption and Purchase

To the extent required pursuant to the Relevant Rules from time to time, and save as otherwise permitted pursuant to Condition 10.3 (Waiver of Redemption and Purchase Condition relating to Solvency Capital Requirement by Relevant Regulator), the Issuer may not redeem or purchase any Notes unless each of the following conditions is satisfied:

(a) in respect of any redemption or purchase of the Notes pursuant to Condition 10.7 (Redemption, substitution or variation at the option of the Issuer for taxation reasons) or Condition 10.8 (Redemption, substitution or variation at the option of the Issuer due to a Capital Disqualification Event) occurring on or before the fifth anniversary of the Issue Date:

27 May 2021

(i) the Relevant Regulator has confirmed to the Issuer that it is satisfied that the Solvency Capital Requirement will be exceeded by an appropriate margin immediately after such redemption or purchase and

(A) in the case of any such redemption or purchase of the Notes pursuant to Condition 10.7 (Redemption, substitution or variation at the option of the Issuer for taxation reasons), the Issuer having demonstrated to the satisfaction of the Relevant Regulator that the applicable change in tax treatment is material and was not reasonably foreseeable as at the Issue Date; or

(B) in the case of any such redemption or purchase of the Notes pursuant to Condition 10.8 (Redemption, substitution or variation at the option of the Issuer due to a Capital Disqualification Event), the Relevant Regulator considering that the relevant change in the regulatory classification of the Notes is sufficiently certain and the Issuer having demonstrated to the satisfaction of the Relevant Regulator that such change was not reasonably foreseeable as at the Issue Date; or

(ii) such redemption or purchase is funded out of the proceeds of a new issuance of, or the Notes are exchanged into, Tier 1 Own Funds of the same or a higher quality than the Notes;

(b) the relevant date of any redemption or purchase of the Notes pursuant to Condition 10.10 (Redemption, substitution or variation at the option of the Issuer due to a Rating Agency Event), Condition 10.11 (Redemption, substitution or variation at the option of the Issuer due to an Accounting Event) or Condition 10.13 (Purchases) is after the fifth anniversary of the Issue Date unless such redemption or purchase is funded out of the proceeds of a new issuance of, or the Notes are exchanged into, Tier 1 Own Funds of the same or a higher quality than the Notes;

(c) in respect of any redemption or purchase of the Notes occurring after the fifth anniversary of the Issue Date but before the tenth anniversary of the Issue Date, the Relevant Regulator has confirmed to the Issuer that it is satisfied that the Solvency Capital Requirement will be exceeded by an appropriate margin immediately after such redemption or purchase unless such redemption or purchase is funded out of the proceeds of a new issuance of, or the Notes are exchanged into, Tier 1 Own Funds of the same or a higher quality than the Notes;

(d) the Solvency Capital Requirement is met immediately prior to the redemption or purchase of the Notes (as applicable) and the redemption or purchase (as applicable) would not cause the Solvency Capital Requirement to be breached;

(e) the Minimum Capital Requirement is met immediately prior to the redemption or purchase of the Notes (as applicable) and the redemption or purchase (as applicable) would not cause the Minimum Capital Requirement to be breached;

(f) no Insolvent Insurer Winding-up has occurred and is continuing;

(g) the Regulatory Clearance Condition is satisfied; and

(h) any other requirements or pre-conditions to which the Issuer is otherwise subject and which may be imposed by the Relevant Regulator or the Relevant Rules (on the basis that the Notes are intended to qualify as Tier 1 Own Funds) have been complied with (and shall continue to be complied with following the proposed redemption or purchase).

If, on the proposed date for redemption of the Notes, the Redemption and Purchase Conditions are not met, redemption of the Notes shall instead be suspended and such redemption shall occur only in accordance with Condition 10.4 (Suspension of Redemption).

10.3 Waiver of Redemption and Purchase Condition relating to Solvency Capital Requirement by Relevant Regulator

Notwithstanding Condition 10.2 (Conditions to Redemption and Purchase), the Issuer shall be entitled to redeem the Notes (to the extent permitted by the Relevant Rules) where:

(a) all Redemption and Purchase Conditions are met other than that described in paragraph (d) of Condition 10.2 (Conditions to Redemption and Purchase);

(b) the Relevant Regulator has exceptionally waived the suspension of repayment or redemption of the Notes;

27 May 2021

(c) all (but not some only) of the Notes are exchanged for a new issue of Tier 1 Own Funds of the same or higher quality than the Notes; and
(d) the Minimum Capital Requirement will be complied with immediately following such redemption, if made.

10.4 Suspension of Redemption

The Issuer shall notify the Noteholders in accordance with Condition 15 (Notices) no later than five Business Days prior to any date set for redemption of the Notes if such redemption is to be suspended in accordance with this Condition 10.4, provided that if an event occurs less than five Business Days prior to the date set for redemption that results in the Redemption and Purchase Conditions ceasing to be met, the Issuer shall notify the Noteholders in accordance with Condition 15 (Notices) as soon as reasonably practicable following the occurrence of such event.

If redemption of the Notes does not occur on the date specified in the notice of redemption by the Issuer under Condition 10.6 (Redemption at the Option of the Issuer), Condition 10.7 (Redemption, substitution or variation at the option of the Issuer for taxation reasons), Condition 10.8 (Redemption, substitution or variation at the option of the Issuer due to a Capital Disqualification Event), Condition 10.10 (Redemption, substitution or variation at the option of the Issuer due to a Rating Agency Event) or Condition 10.11 (Redemption, substitution or variation at the option of the Issuer due to an Accounting Event) as a result of the operation of Condition 10.2 (Conditions to Redemption and Purchase), the Issuer shall redeem such Notes at their then Outstanding Principal Amount together with any accrued and unpaid interest (in each case, to the extent that such amounts have not previously been cancelled pursuant to these Conditions), upon the earlier of:

(a) the date falling ten Business Days after the date on which the Redemption and Purchase Conditions are met or redemption of the Notes is otherwise permitted pursuant to Condition 10.3 (Waiver of Redemption and Purchase Condition relating to Solvency Capital Requirement by Relevant Regulator) (unless on such tenth Business Day redemption of the Notes on such date would result in the Redemption and Purchase Conditions ceasing to be met, in which case the provisions of Condition 10.2 (Conditions to Redemption and Purchase) and this paragraph (a) will apply mutatis mutandis to determine the rescheduled due date for redemption of the Notes); or
(b) the date on which an effective resolution is passed for a liquidation (likvidation) or bankruptcy (konkurs) of the Issuer.

The Issuer shall notify the Noteholders in accordance with Condition 15 (Notices) no later than five Business Days prior to any such date set for redemption pursuant to paragraphs (a) or (b) above.

10.5 Suspension of Redemption Not a Default

Notwithstanding any other provision in these Conditions, the suspension of redemption of the Notes in accordance with Condition 10.2 (Conditions to Redemption and Purchase) and Condition 10.4 (Suspension of Redemption) will not constitute a default by the Issuer and will not give Noteholders any right to accelerate the Notes or take any enforcement action under the Notes.

10.6 Redemption at the Option of the Issuer

Provided that the Redemption and Purchase Conditions are met, the Issuer may, having given:

(a) not less than 15 nor more than 60 days' notice to the Noteholders in accordance with Condition 15 (Notices) (which notice shall (save as provided in Condition 10.15 (Notices Final)) be irrevocable and shall specify the date fixed for redemption); and
(b) notice to the VP Agent on the earlier of (i) not less than three days before the giving of the notice referred to in paragraph (a) above, and (ii) not less than 15 days before the date fixed for redemption, redeem all (but not some only) of the Notes, on the First Call Date or on any Interest Payment Date thereafter at their then Outstanding Principal Amount together with (to the extent that such interest has not been cancelled in accordance with these Conditions) any accrued and unpaid interest to (but excluding) the date of redemption.

147

27 May 2021

10.7 Redemption, substitution or variation at the option of the Issuer for taxation reasons

(a) as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction, or any change in the application or official interpretation of the laws or regulations of a Relevant Jurisdiction (a "Tax Event"), which change or amendment becomes effective after the Issue Date, on the next Interest Payment Date either:

(i) the Issuer would be required to pay Additional Amounts; or
(ii) to the extent a payment of interest under the Notes was tax deductible for the purposes of Danish tax law prior to the relevant change or amendment, the Issuer would no longer be able to obtain a tax deduction for the purposes of Danish tax law for any payment of interest under the Notes; and

(b) the effect of the foregoing cannot be avoided by the Issuer taking reasonable measures available to it, the Issuer may at its option (without any requirement for the consent or approval of the Noteholders) and having given not less than 15 nor more than 60 days' notice in writing to the VP Agent and, in accordance with Condition 15 (Notices), the Noteholders (which notice shall (save as provided in Condition 10.15 (Notices Final)) be irrevocable) either (at its sole discretion):

(c) redeem all (but not some only) of the Notes, on any Interest Payment Date at their then Outstanding Principal Amount together with (to the extent that such interest has not been cancelled in accordance with these Conditions) any accrued and unpaid interest to (but excluding) the date of redemption, provided that no such notice of redemption shall be given earlier than 60 days prior to the earliest date on which:

(i) with respect to paragraph (a)(i) above, the Issuer would be obliged to pay such Additional Amounts; and
(ii) with respect to paragraph (a)(ii) above, the payment of interest would no longer be deductible by the Issuer for Danish tax purposes, in each case were a payment in respect of the Notes then due; or

(d) substitute at any time all (but not some only) of the Notes for, or amend or vary the terms of the Notes so that they become or remain, Qualifying Tier 1 Notes.

10.8 Redemption, substitution or variation at the option of the Issuer due to a Capital Disqualification Event

Provided that the Redemption and Purchase Conditions are met, and subject to Condition 10.12 (Preconditions to redemption, variation or substitution for taxation reasons, Capital Disqualification Event, Rating Agency Event or Accounting Event), if at any time a Capital Disqualification Event has occurred and is continuing, or, as a result of any change in, or amendment to, or any change in the application or official interpretation of, any applicable law, regulation or other official publication, a Capital Disqualification Event will occur within the forthcoming period of six months, the Issuer may, having given not less than 15 nor more than 60 days' notice to the Noteholders in accordance with Condition 15 (Notices), and the VP Agent in writing, which notice must be given during the Notice Period and shall (save as provided in Condition 10.15 (Notices Final)) be irrevocable, either (at its sole discretion):

(a) redeem all (but not some only) of the Notes on any Interest Payment Date at their then Outstanding Principal Amount together with (to the extent that such interest has not been cancelled in accordance with these Conditions) any accrued and unpaid interest to (but excluding) the date of redemption; or
(b) substitute at any time all (but not some only) of the Notes for, or amend or vary the terms of the Notes so that they become or remain, Qualifying Tier 1 Notes.

For the purposes of this Condition 10.8, "Notice Period" means the period commencing on the date on which the relevant Capital Disqualification Event first occurs (or, as applicable, the date on which the Issuer certifies that the same will occur within a period of six months) and ending on the thirtieth calendar day following satisfaction of the Regulatory Clearance Condition in respect of the redemption, substitution or variation which is the subject of the notice to which the Notice Period relates.

27 May 2021

10.9 Replacement Solicitation

(a) If a Capital Disqualification Event has occurred, and to the extent that the Notes are not otherwise, as a result of such Capital Disqualification Event, called, redeemed or varied pursuant to Condition 10.8 (Redemption, substitution or variation at the option of the Issuer due to a Capital Disqualification Event), the Issuer shall:

(i) promptly appoint an Independent Agent; and
(ii) with the advice and assistance of the Independent Agent, and, as soon as reasonably practicable but in any event no later than 12 months from the date of occurrence of that Capital Disqualification Event, solicit interest from new investors for the purchase and subscription of Replacement Securities (the "Replacement Solicitation"), provided that no Market Disruption Event has occurred and subject to the Relevant Rules and the Regulatory Clearance Condition.

(b) If, following a Replacement Solicitation and subject to the Redemption and Purchase Conditions and to Condition 10.12 (Preconditions to redemption, variation or substitution for taxation reasons, Capital Disqualification Event, Rating Agency Event or Accounting Event), the Issuer would, using its commercially reasonable efforts and with the advice and assistance of the Independent Agent, be able to proceed with the issuance of the Replacement Securities on terms that do not materially weaken the income capacity of the Issuer or the Group and which are consistent with the Issuer's and the Group's medium-term capital plan, the Issuer shall issue the Replacement Securities and redeem the Notes at a price equal to their Outstanding Principal Amount together with any accrued interest and accrued and unpaid interest in respect thereof up to (but excluding) the redemption date out of the proceeds of such issuance.

(c) If, despite using its commercially reasonable efforts, the Issuer would not be able, within 12 months of the occurrence of that Capital Disqualification Event, to proceed with such issuance of Replacement Securities on such terms, the Issuer shall thereafter continue to conduct periodical Replacement Solicitations, provided no Market Disruption Event shall have occurred and subject to the Relevant Rules and other applicable laws and regulations, until such time as the Issuer would, using its commercially reasonable efforts and with the advice and assistance of the Independent Agent, be able to proceed with the issuance of Replacement Securities on terms that do not materially weaken the income capacity of the Issuer or the Group which are consistent with the Issuer's and the Group's medium-term capital plan and in an aggregate amount which would enable the Issuer to redeem the Notes in full. At such time, subject to the Redemption and Purchase Conditions and to Condition 10.12 (Preconditions to redemption, variation or substitution for taxation reasons, Capital Disqualification Event, Rating Agency Event or Accounting Event), the Issuer shall issue the Replacement Securities and redeem the Notes at an amount equal to their Outstanding Principal Amount together with any accrued unpaid interest up to (but excluding) the redemption date out of the proceeds of such issuance or issuances.

10.10 Redemption, substitution or variation at the option of the Issuer due to a Rating Agency Event

Provided that the Redemption and Purchase Conditions are met, and subject to Condition 10.12 (Preconditions to redemption, variation or substitution for taxation reasons, Capital Disqualification Event, Rating Agency Event or Accounting Event), if at any time a Rating Agency Event has occurred and is continuing, or, as a result of any change in, or amendment to, or any change in the application or interpretation of, the methodology of the Rating Agency, a Rating Agency Event will occur within the forthcoming period of six months, the Issuer may, having given not less than 15 nor more than 60 days' notice to the Noteholders in accordance with Condition 15 (Notices), and the VP Agent in writing, which notice must be given during the Notice Period and shall (save as provided in Condition 10.15 (Notices Final)) be irrevocable, either (at its sole discretion):

For the purposes of this Condition 10.10, "Notice Period" means the period commencing on the date on which the relevant Rating Agency Event first occurs (or, as applicable, the date on which the Issuer certifies that the same

27 May 2021

will occur within a period of six months) and ending on the thirtieth calendar day following satisfaction of the Regulatory Clearance Condition in respect of the redemption, substitution or variation which is the subject of the notice to which the Notice Period relates.

10.11 Redemption, substitution or variation at the option of the Issuer due to an Accounting Event

Provided that the Redemption and Purchase Conditions are met, and subject to Condition 10.12 (Preconditions to redemption, variation or substitution for taxation reasons, Capital Disqualification Event, Rating Agency Event or Accounting Event), if at any time an Accounting Event has occurred and is continuing, or will occur within the forthcoming period of six months, the Issuer may, having given not less than 15 nor more than 60 days' notice to the Noteholders in accordance with Condition 15 (Notices), and the VP Agent in writing, which notice must be given during the Notice Period and shall (save as provided in Condition 10.15 (Notices Final)) be irrevocable, either (at its sole discretion):

For the purposes of this Condition 10.11, "Notice Period" means the period commencing on the date on which the relevant Accounting Event first occurs (or, as applicable, the date on which the Issuer certifies that the same will occur within a period of 6 months) and ending on the thirtieth calendar day following satisfaction of the Regulatory Clearance Condition in respect of the redemption, substitution or variation which is the subject of the notice to which the Notice Period relates.

10.12 Preconditions to redemption, variation or substitution for taxation reasons, Capital Disqualification Event, Rating Agency Event or Accounting Event

Prior to the publication of any notice of redemption, variation or substitution pursuant to Condition 10.7 (Redemption, substitution or variation at the option of the Issuer for taxation reasons), Condition 10.8 (Redemption, substitution or variation at the option of the Issuer due to a Capital Disqualification Event), Condition 10.10 (Redemption, substitution or variation at the option of the Issuer due to a Rating Agency Event) or Condition 10.11 (Redemption, substitution or variation at the option of the Issuer due to an Accounting Event) or prior to the appointment of any Independent Agent the Issuer shall deliver a certificate signed by two Executive Officers stating that, as the case may be, a Tax Event, Capital Disqualification Event, Rating Agency Event or Accounting Event has occurred and is continuing as at the date of the certificate or, as the case may be (in the case of a Capital Disqualification Event, Rating Agency Event or Accounting Event), will occur within a period of six months and that it would have been reasonable for the Issuer to conclude, judged at the Issue Date, that such Tax Event, Capital Disqualification Event, Rating Agency Event or Accounting Event was unlikely to occur.

The Issuer shall not be entitled to amend or otherwise vary the terms of the Notes or substitute the Notes unless:

(a) it has notified the Relevant Regulator in writing of its intention to do so not less than one month (or such other period as may be required by the Relevant Regulator or the Relevant Rules (on the basis that the Notes are intended to qualify as Tier 1 Own Funds) from time to time) prior to the date on which such amendment, variation or substitution is to become effective; and
(b) the Regulatory Clearance Condition has been satisfied in respect of such proposed amendment, variation or substitution.

10.13 Purchases

The Issuer and any of its Subsidiaries may at any time purchase or procure others to purchase for its own account Notes in any manner and at any price subject to the Redemption and Purchase Conditions being met prior to, and at the time of, such purchase.

27 May 2021

10.14 Cancellations

All Notes redeemed or substituted by the Issuer pursuant to this Condition 10, and all Notes purchased pursuant to Condition 10.13 (Purchases) may be held, reissued, resold or, at the option of the Issuer, cancelled when the Issuer holds title to them. The Notes shall be cancelled by causing such Notes to be deleted from the records of the Securities Depository so that the cancelled Notes may not be reissued or resold, and subsequently the Issuer has no obligations in respect of the cancelled Notes.

10.15 Notices Final

Subject and without prejudice to Condition 10.2 (Conditions to Redemption and Purchase) and Condition 10.4 (Suspension of Redemption), any notice of redemption as is referred to in Condition 10.6 (Redemption at the Option of the Issuer), Condition 10.7 (Redemption, substitution or variation at the option of the Issuer for taxation reasons), Condition 10.8 (Redemption, substitution or variation at the option of the Issuer due to a Capital Disqualification Event), Condition 10.10 (Redemption, substitution or variation at the option of the Issuer due to a Rating Agency Event) or Condition 10.11 (Redemption, substitution or variation at the option of the Issuer due to an Accounting Event) shall be irrevocable and on the redemption date specified in such notice, the Issuer shall be bound to redeem, or as the case may be, amend, vary or substitute, the Notes in accordance with the terms of the relevant Condition.

11. PAYMENTS

11.1 Payments in respect of Notes

Payments of principal and interest in respect of the Notes will be made to the Noteholders shown in the relevant records of the Securities Depository in accordance with and subject to the rules and regulations from time to time governing the Securities Depository.

11.2 Payments subject to applicable laws

Payments in respect of the Notes will be subject in all cases to:

(i) without prejudice to Condition 13 (Taxation), any other applicable fiscal or other laws and regulations in the place of payment or other laws and regulations to which the Issuer or the VP Agent agree to be subject and the Issuer will not be liable for any taxes or duties of whatever nature imposed or levied by such laws, regulations or agreements; and

(ii) any withholding or deduction imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (the "Code"), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement) (a "FATCA Withholding Tax"), and the Issuer will not be required to pay Additional Amounts on account of any FATCA Withholding Tax.

11.3 Payment on Business Days

Where payment is to be made by transfer to a registered account, payment instructions (for value the due date or, if that is not a Business Day, for value the first following day which is a Business Day) shall be initiated on the Business Day preceding the due date for payment. If the date for payment of any amount in respect of any Note is not a Business Day, the holder of such Note shall not be entitled to payment until the next following Business Day and shall not be entitled to further interest or other payment in respect of such postponement.

11.4 VP Agent

In acting under the VP Agency Agreement and in connection with the Notes, the VP Agent acts solely as agent of the Issuer and does not assume any obligations towards or relationship of agency or trust for or with any of the

27 May 2021

Noteholders. The Issuer reserves the right at any time to vary or terminate the appointment of the VP Agent and to appoint a successor and additional or successor agent in respect of its dealings with the Securities Depository.

There will at all times be a VP Agent authorised to act as an account holding institution with the Securities Depository. Notice of any change in the VP Agent or in its specified office shall promptly be given to the Noteholders in accordance with Condition 15 (Notices).

12. PRESCRIPTION

Claims against the Issuer for payment in respect of the Notes shall be prescribed and become void unless made within ten years (in the case of principal) or three years (in the case of interest) from the appropriate Relevant Date in respect of them.

13. TAXATION

13.1 Payment without withholding

All payments in respect of the Notes by or on behalf of the Issuer shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature ("Taxes") imposed or levied by or on behalf of the Relevant Jurisdiction unless the withholding or deduction of the Taxes is required by law. In any such event, the Issuer will pay such additional amounts in respect of Interest Payments but not in respect of any payments of principal ("Additional Amounts") as may be necessary in order that the net amounts received by the Noteholders after the withholding or deduction shall equal the respective amounts which would have been received in respect of the Notes in the absence of the withholding or deduction, except that no Additional Amounts shall be payable in relation to any payment in respect of any Note:

(a) the holder of which is liable to the Taxes in respect of the Note by reason of that holder having some connection with the Relevant Jurisdiction other than the mere holding of the Note; or
(b) in circumstances where such withholding or deduction would not be required if the Noteholder or any person acting on its behalf had obtained and/or presented any form or certificate or had made a declaration of non-residence or similar claim for exemption to the relevant tax authority upon the making of which the Noteholder would have been able to avoid such withholding or deduction; or
(c) where a claim for payment is made by the Noteholder more than 30 days after the Relevant Date except to the extent that a holder would have been entitled to Additional Amounts on claiming payment on the last day of the period of 30 days assuming (whether or not such is in fact the case) that day to have been a Business Day.

Notwithstanding the above, any amounts to be paid by the Issuer in respect of the Notes will be paid net of any deduction or withholding imposed or required pursuant to any FATCA Withholding Tax, and the Issuer will not be required to pay any Additional Amounts on account of any FATCA Withholding Tax.

13.2 Additional Amounts

Any reference in these Conditions to any amounts payable in respect of the Notes shall be deemed also to refer to any Additional Amounts which may be payable under this Condition 13. Accordingly, Additional Amounts, if any, can only be paid out of the Issuer's Distributable Items.

14. ENFORCEMENT

There are no events of default in respect of the Notes. No Noteholder shall be entitled at any time to file for bankruptcy (konkurs) or liquidation (likvidation) of the Issuer.

If an order is made or an effective resolution is passed for the bankruptcy or liquidation of the Issuer (an "Enforcement Event"), the Noteholders may prove or claim in such proceedings in respect of the Notes, such claim being for payment of the Outstanding Principal Amount of the Notes at the time of commencement of such bankruptcy or liquidation of the Issuer together with interest accrued (excluding any interest cancelled in accordance with Condition 8 (Interest cancellation)) from (and including) the Interest Payment Date immediately preceding the occurrence

152

27 May 2021

of such Enforcement Event and any other amounts payable in respect of the Notes (including any damages payable in respect thereof). Such claim shall rank as provided for in Condition 5 (Status of the Notes).

15. NOTICES

The Issuer shall ensure that notices to the Noteholders are given in accordance with the procedures of the Securities Depository and that notices are duly published in a manner which complies with the rules of any stock exchange or other relevant authority on which the Notes are for the time being listed or by which they have been admitted to trading.

Any such notices to the Noteholders will be deemed to have been given on the date it is published in accordance with the procedures of the Securities Depository or, if so published more than once or on different dates, on the date of the first publication.

Notices to be given by a Noteholder to the Issuer may be given by such holder through the Securities Depository or by registered mail to the specified office of the Issuer with a copy to the VP Agent.

16. MEETINGS OF NOTEHOLDERS, MODIFICATION, WAIVER AND AUTHORISATION

16.1 Meeting of Noteholders

A meeting of Noteholders shall, subject to these Conditions and, if applicable, to the satisfaction of the Regulatory Clearance Condition, have power by Extraordinary Resolution:

(a) to sanction any proposal by the Issuer for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Noteholders against the Issuer, whether or not those rights arise under the Notes;

(b) to sanction the substitution of the Notes for other obligations or securities of the Issuer or any other entity;

(d) to authorise anyone to concur in and do anything necessary to carry out and give effect to an Extraordinary Resolution;

(e) to give any authority, direction or sanction required to be given by Extraordinary Resolution;

(f) to approve the substitution of any entity for the Issuer (or any previous substitute) as principal debtor under the Notes or the Conditions of the Notes.

The agreement or approval of the Noteholders shall not be required in the case of any variation of these Conditions required to be made in connection with the substitution or variation of the Notes pursuant to Condition 10.7 (Redemption, substitution or variation at the option of the Issuer for taxation reasons), Condition 10.8 (Redemption, substitution or variation at the option of the Issuer due to a Capital Disqualification Event), Condition 10.10 (Redemption, substitution or variation at the option of the Issuer due to a Rating Agency Event) or Condition 10.11 (Redemption, substitution or variation at the option of the Issuer due to an Accounting Event).

16.2 Convening Meetings of Noteholders

The Issuer may at any time convene a meeting of the Noteholders and shall convene such a meeting if required in writing by Noteholders holding Notes in principal amount equal to at least 20 per cent. of the Outstanding Principal Amount.

The meeting shall be called by the Issuer in accordance with Condition 15 (Notices) by giving at least eight days' but not more than 30 days' notice to the Noteholders.

The Issuer shall call the meeting no later than 14 days after having received request to convene a meeting from the relevant Noteholders containing the subject of such meeting. If the Issuer does not call the meeting within the deadline, the Noteholders shall be entitled to call the meeting.

27 May 2021

The notice of a Noteholders' meeting shall specify the day, time and place of meeting and the nature of the resolutions to be proposed and shall explain how Noteholders may appoint proxies.

All meetings shall be held at the Issuer's registered address or in the Greater Copenhagen Area (Storkøbenhavn).

16.3 Attendance

At the meeting, each Noteholder must document its holdings of Notes by presenting a custody account statement from the Securities Depository or an authorised institution that is dated no earlier than seven Business Days prior to the meeting, or any other reasonable proof of holding.

The following may attend and speak at a meeting:

(a) Noteholders and proxies;
(b) the chairman; and
(c) the Issuer and the VP Agent (through their respective representatives) and their respective financial and legal advisers.

No one else may attend or speak.

16.4 Chairman

The chairman of the meeting shall be such person as the Issuer may nominate or, if no nomination is made, the person elected by a simple majority of the Noteholders present at such meeting.

16.5 Quorum

No business (except choosing a chairman) shall be transacted at a meeting of the Noteholders unless a quorum is present at the commencement of business. If a quorum is not present within 15 minutes from the time initially fixed for the meeting, it shall, if convened on the requisition of Noteholders, be dissolved. In any other case it shall be adjourned until such date, not less than eight and not more than 30 days later, and at a time and place as the chairman may decide. If a quorum is not present within 15 minutes from the time fixed for a meeting so adjourned, the meeting shall be dissolved.

The quorum at any meeting for passing an Extraordinary Resolution is one or more persons holding Notes or representing Noteholders holding Notes in principal amount of not less than 50 per cent. of the Outstanding Principal Amount, or at any adjourned meeting one or more persons being or representing Noteholders whatever the principal amount of the Notes so held or represented, unless the business of such meeting includes consideration of proposals:

(a) to change any date fixed for payment interest in respect of the Notes, to reduce the amount of interest payable in respect of the Notes or to alter the method of calculating the amount of any payment in respect of the Notes on redemption;
(b) to change the currency of payment of the Notes;
(c) to change the status of the Notes as set out in Condition 5 (Status of the Notes); or
(d) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution,

in which case the quorum shall be one or more persons holding Notes or representing Noteholders holding Notes in principal amount of not less than two-thirds of the Outstanding Principal Amount, or at any adjourned such meeting not less than 25 per cent. of the Outstanding Principal Amount.

No resolution may be passed if it is clear that that resolution is likely to give certain Noteholders or others an undue advantage over other Noteholders.

27 May 2021

16.6 Voting

Each Noteholder holds one vote in respect of each SEK 0.01 of Notes held. No voting rights shall attach to Notes held by the Issuer and/or its Subsidiaries and any Notes held by the Issuer and/or its Subsidiaries shall not be deemed to be outstanding for the purposes of determining a quorum at any meeting of Noteholders of for the purposes of Condition 16.5 (Quorum).

16.7 Effect and publication of an Extraordinary Resolution

An Extraordinary Resolution shall be binding on all the Noteholders, whether or not present at the meeting, and each of them shall be bound to give effect to it accordingly. The passing of such a resolution shall be conclusive evidence that the circumstances justify its being passed. The Issuer shall give notice of the passing of an Extraordinary Resolution to the Noteholders in accordance with Condition 15 (Notices) but failure to do so shall not invalidate the resolution. For the avoidance of doubt, an Extraordinary Resolution passed by the Noteholders shall only be binding on the Issuer where the Issuer has consented to the relevant resolution.

16.8 Minutes

Minutes shall be made of all resolutions and proceedings at every meeting and, if purporting to be signed by the chairman of that meeting or of the next succeeding meeting, shall be conclusive evidence of the matters in them. Until the contrary is proved, every meeting for which minutes have been so made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted.

16.9 Written resolutions

In addition, a resolution in writing signed by or on behalf of $\frac{2}{3}$ of the Noteholders who for the time being are entitled to receive notice of a meeting of Noteholders and vote on such Notes, will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders. Condition 16.7 (Effect and publication of an Extraordinary Resolution) shall apply mutatis mutandis to any such written resolutions.

16.10 Modifications

The Issuer and the VP Agent may, without the consent of the Noteholders, agree to any modification to the Notes or the Conditions to correct a formal, minor, technical or manifest error. Any such modification shall be binding on the Noteholders and any such modification shall be notified to the Noteholders in accordance with Condition 15 (Notices) as soon as practical thereafter.

17. NOT USED

18. GOVERNING LAW AND JURISDICTION

Disputes arising out of or in connection with these Conditions, which are not resolved amicably, shall be resolved in accordance with Danish law (excluding choice of law rules to the extent they would lead to the application of the laws of another jurisdiction than Denmark) and before the Copenhagen City Court (Københavns Byret).

155

27 May 2021

20. TAXATION

The following is a general description of certain tax considerations relating to the Notes. It does not purport to be a complete analysis of all tax considerations relating to the Notes, whether in those countries or elsewhere. The tax laws of the Noteholder's domicile and of the Issuer's domicile might have an impact on the income received from the Notes. Prospective Noteholders should consult their own tax advisers as to which countries' tax laws could be relevant to acquiring, holding and disposing of Notes and receiving payments of interest, principal and/or other amounts under the Notes and the consequences of such actions under the tax laws of those countries. This summary is based upon the law as in effect on the date of this Prospectus and is subject to any change in law that may take effect after such date.

20.1 Denmark

The following is a summary description of the taxation in Denmark of the Notes according to Danish tax laws in force as at the date of this Prospectus and is subject to any changes in law and the interpretation and application thereof, which changes could be made with retroactive effect. The following summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to acquire, hold or dispose of the Notes, and does not purport to deal with the tax consequences applicable to all categories of Noteholders, some of which (such as professional dealers in securities) may be subject to special rules. Potential Noteholders are under all circumstances strongly recommended to contact their own tax adviser to clarify the individual consequences of their investment, holding and disposal of the Notes. The Issuer makes no representations regarding the tax consequences of purchase, holding or disposal of the Notes.

As the Notes are perpetual securities in respect of which there is no fixed redemption date, the Notes cannot for Danish tax purposes be characterized as debt. Consequently, taxation of income from the Notes as well as gains and losses are taxable according to the default tax rules in the Danish Central Government Tax Act (in Danish: "Statsskatteloven") (the "Act").

20.1.1 Taxation at source

Under existing Danish tax laws, no general withholding tax or coupon tax will apply to payments of interest or principal or other amounts due on the Notes.

20.1.2 Resident holders of Notes

Private individuals, including persons who are engaged in financial trade, companies and similar enterprises resident in Denmark for tax purposes or receiving interest on the Notes through their permanent establishment in Denmark are liable to pay tax on interest received on the Notes. For individuals, any interest received is taxed as personal income.

Capital gains and losses are taxable to individuals and corporate entities in accordance with the Act. Gains and losses on Notes held by individuals and corporate entities are taxable if the Notes are acquired in the course of trade or speculation.

Pension funds and other entities governed by the Danish act on taxation of pension yield (in Danish: "Pensionsaf-kastbeskatningsloven") would, irrespective of realisation, be taxed on the annual value increase or decrease (plus any interest received) on the Notes according to a mark-to-market principle (in Danish: "lagerprincippet") as specifically laid down in the Act.

20.1.3 Non-resident holders of Notes

Under existing Danish tax laws, payments of interest or principal amounts to any non-resident holders of Notes are not subject to taxation in Denmark.

This tax treatment applies solely to holders of Notes who are not subject to full tax liability in Denmark or included in a Danish joint taxation scheme and do not carry on business in Denmark through a permanent establishment.

27 May 2021

20.2 The proposed financial transactions tax ("FTT")

On 14 February 2013, the European Commission published a proposal (the "Commission's proposal") for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the "participating Member States"). However, Estonia has since stated that it will not participate.

The Commission's proposal has very broad scope and could, if introduced, apply to certain dealings in the Notes (including secondary' market transactions) in certain circumstances.

Under the Commission's proposal, FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in the Notes where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, "established" in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State.

However, the FTT proposal remains subject to negotiation between participating Member States. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate.

Prospective holders of the Notes are advised to seek their own professional advice in relation to the FTT.

20.3 FATCA

Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, commonly known as FATCA, a "foreign financial institution" may be required to withhold on certain payments it makes ("foreign passthru payments") to persons that fail to meet certain certification, reporting, or related requirements. A number of jurisdictions (including the Kingdom of Denmark) have entered into, or have agreed in substance to, intergovernmental agreements with the United States to implement FATCA ("IGAs"), which modify the way in which FATCA applies in their jurisdictions. Certain aspects of the application of the FATCA provisions and IGAs to instruments such as the Notes, including whether withholding would ever be required pursuant to FATCA or an IGA with respect to foreign passthru payments on instruments such as the Notes, are uncertain and may be subject to change.

Even if withholding would be required pursuant to FATCA or an IGA with respect to foreign passthru payments on instruments such as the Notes, proposed regulations have been issued that provide that such withholding would not apply prior to the date that is two years after the date of which final regulations defining "foreign passthru payments" are published in the U.S. Federal Register. In the preamble to the proposed regulations, the U.S. Treasury Department indicated that taxpayers may rely on these proposed regulations until the issuance of final regulations. Holders of Notes should consult their own tax advisors regarding how these rules may apply to their investment in the Notes.

In the event any withholding would be required pursuant to FATCA or an IGA with respect to payments on the Notes, no person will be required to pay additional amounts as a result of the withholding.

27 May 2021

21. SUBSCRIPTION AND SALE

21.1 Subscription

The Notes were issued by the Issuer and subscribed by the Joint Lead Managers on 26 February 2021 pursuant to a subscription agreement dated 24 February 2021 (the "Subscription Agreement"). Under the Subscription Agreement, the Issuer has paid and/or will pay certain fees to the Joint Lead Managers and reimburse the Joint Lead Managers for certain expenses incurred in connection with the issuance and subsequent admission to trading of the Notes. Furthermore, the Issuer has agreed to indemnify the Joint Lead Managers against certain liabilities they may incur in connection with the offer and sale of the Notes.

21.2 Interests of natural and legal persons involved in the issue and sale of the Notes

Save for any fees payable to the Joint Lead Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

From time to time, the Joint Lead Managers and their affiliates have performed, and may be performing or in the future perform, investment banking, commercial banking transactions and advisory services for the Issuer (or other members of the Tryg Group) for which they have received, or will receive, customary fees and expenses.

In particular, the Joint Lead Managers have entered into a contractual relationship with the Issuer in connection with the issuance of the Notes.

In addition, in the ordinary course of their business activities, the Joint Lead Managers and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivate securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Issuer or its affiliates (including other members of the Tryg Group). If the Joint Lead Managers or their respective affiliates have a lending relationship with the Issuer (or other members of the Tryg Group), they may routinely hedge their credit exposure to the Issuer (or that other member of the Tryg Group), as applicable, consistent with their customary risk management policies. Typically, the Joint Lead Managers and their respective affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in securities, potentially including the Notes. Any such short positions could adversely affect future trading prices of the Notes.

The Joint Lead Managers and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities or instruments.

27 May 2021

22. SELLING RESTRICTIONS

22.1 Denmark

Each Joint Lead Manager has represented and agreed that it has not offered or sold and will not offer, sell or deliver the Notes directly or indirectly in Denmark by way of a public offering, unless in compliance with, as applicable, the Prospectus Regulation, the Danish Capital Markets Act and Executive Orders issued thereunder, and in compliance with Executive Order No. 2092 of 14 December 2020, as amended, supplemented or replaced from time to time, issued pursuant to the Danish Financial Business Act.

22.2 European Economic Area (EEA)

Each Joint Lead Manager has represented and agreed that it has not offered, sold or otherwise made available, and will not offer, sell or otherwise make available, the Notes to any Retail Investor in the EEA.

For this purpose, the expression "an offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, and a "Retail Investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation.

22.3 United Kingdom

Each Joint Lead Manager has represented and agreed that:

Prohibition of sales to UK Retail Investors: the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by the UK PRIIPs Regulation for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Financial promotion: it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which section 21(1) of the FSMA would not, if the Issuer was not an authorised person, apply to the Issuer.

General compliance: it has complied and will comply with all applicable provisions of the UK Prospectus Regulation (Regulation (EU) 2017/1129 forms part of domestic law by virtue of the EUWA) and the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

22.4 United States of America

The Notes have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act. Each Joint Lead Manager has represented that it has not offered or sold, and agreed that it will not offer or sell, any Notes constituting part of its allotment in the

27 May 2021

United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 903 of Regulation S. Accordingly, neither the Joint Lead Managers, their affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts (as defined in Regulation S under the U.S. Securities Act) with respect to the Notes.

Each Joint Lead Manager has represented, warranted and undertaken that:

(a) it has not offered or sold, and it will not offer or sell, any Notes constituting part of its allotment in the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 903 of Regulation S under the U.S. Securities Act;

(b) neither the Joint Lead Managers, their affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts (as defined in Regulation S under the U.S. Securities Act) with respect to the Notes; and

(c) the Joint Lead Managers, their affiliates and any persons acting on its or their behalf have complied and will comply with the offering restrictions requirements of Regulation S under the U.S. Securities Act.

Each Joint Lead Manager has further represented, warranted and undertaken that, except as permitted by the Subscription Agreement:

(a) it will not offer or sell the Notes within the United States or to, or for the account or benefit of, U.S. persons:

(i) as part of its distribution at any time; or

(ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date (the "Distribution Compliance Period"); and

(b) at or prior to confirmation of sale, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration to which it sells the Notes during the Distribution Compliance Period a confirmation or notice to substantially the following effect:

"The securities covered hereby have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until forty days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S under the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act."

Terms used in this paragraph have the meanings given to them by Regulation S.

22.5 Sweden

Each Joint Lead Manager has represented and agreed that it will not market or offer the Notes in Sweden in circumstances that are deemed to be an offer to the public in Sweden which would require that a prospectus is approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).

For the purposes of this paragraph, the expression "an offer to the public" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.

22.6 Norway

Each Joint Lead Manager has represented and agreed that it has not offered or sold and will not offer, sell or deliver the Notes directly or indirectly in Norway by way of a public offering, unless in compliance with, as applicable, any exemptions from having a prospectus approved and published as set out in the Prospectus Regulation and the Norwegian Act on Securities Trading of 29 June 2007 No. 75 (No: Verdipapirhandelloven) with regulations, as amended, supplemented or replaced from time to time.

160

27 May 2021

22.7 General

Each Joint Lead Manager has undertaken that it will (to the best of its knowledge and belief) comply with all applicable laws and regulations in each country or jurisdiction in or from which it purchases, offers, sells or delivers the Notes or has in its possession or distributes such offering material, in all cases at its own expense.

Each Joint Lead Manager has acknowledged that, other than the approval by the DFSA of this Prospectus for the purposes of the admission to trading and listing of the Notes on the regulated market Oslo Børs, no action will be taken in any country or jurisdiction by the Issuer or the Joint Lead Managers that would permit a public offering of the Notes, or possession or distribution of any offering or publicity material in relation thereto, in any country or jurisdiction where any such action for that purpose is required. Accordingly, each of the Joint Lead Managers and the Issuer have undertaken that it will not, directly or indirectly, offer or sell any Notes or have in its possession, distribute or publish any offering circular, prospectus, form of application, advertisement or other document or information in any country or jurisdiction expect under circumstances that will, to the best of its knowledge and belief, result in compliance with any applicable laws and regulations.

22.8 Reservation

The Joint Lead Managers shall not be bound by any of the restrictions set out in "—Denmark" to "—Norway" above to the extent that any of such restrictions shall, as a result of change(s) or change(s) in official interpretation, after the date of this Prospectus, of applicable laws and regulations, no longer be applicable but without prejudice to the obligations of the Joint Lead Managers described in "—General" above.

27 May 2021

23. GLOSSARY

In addition to the terms defined elsewhere in this Prospectus, the following terms shall have the following meaning:

Acquisition	shall have the meaning as stated in "Description of the Transaction—Overview"
Acquisition Completion Holding Structure	shall have the meaning as stated in "Description of the Transaction—The Separation"
Articles of Association	means the Articles of Association of the Issuer
Chairman	means the chairman of the Supervisory Board
CJEU	means the Court of Justice of the European Union
Codan Denmark	means (i) until completion of the Demerger, Codan Forsikring A/S (excluding Codan Norway and Trygg-Hansa, but including its minority interests in SOS International A/S, SOS International DK A/S and Forsikringsakademiet A/S); its wholly-owned subsidiary, Forsikringsselskabet Privatsikring A/S; and the US Branch of Codan Forsikring A/S (unless and until such US Branch is disposed of or closed in accordance with the Separation Agreement); and (ii) from completion of the Demerger (including related steps such as the distribution of the shares in NewCo to ScandiJVCo and the Share Cancellation), NewCo and any other assets or liabilities of RSA Scandinavia agreed between Intact and Tryg to relate to the Danish operations of RSA Scandinavia pursuant to the terms of the Separation Agreement
Codan Norway	means (i) until completion of the Demerger, all assets and liabilities on the general ledger of the Norwegian branch of Codan Forsikring A/S; and (ii) after completion of the Demerger, all assets and liabilities on the general ledger of the Norwegian branch of Codan Forsikring A/S and any other assets or liabilities of RSA Scandinavia agreed between Intact and Tryg to relate to the Norwegian operations of RSA Scandinavia pursuant to the terms of the Separation Agreement
Co-operation Agreement	means the co-operation agreement entered into between RSA, Intact, Intact Bidco and Tryg on 18 November 2020
Collaboration Agreement	means the collaboration agreement entered into between Intact Bidco, Intact and Tryg on 18 November 2020, pursuant to which they have agreed to cooperate to implement the Acquisition
Completion	shall have the meaning as stated in "Description of the Transaction—Overview"
Danish Business Authority	means Erhvervsstyrelsen
Danish krone, Danish kroner or DKK	means Danish kroner, the lawful currency of Denmark
Danske Bank	means Danske Bank A/S, registration (CVR) no. 61 12 62 68.
DFSA	means the Danish Financial Supervisory Authority, "Finanstilsynet"
DDPA	means the Danish Data Protection Agency, "Datatilsynet"
Demerger	shall have the meaning as stated in "Description of the Transaction—Overview"
Deputy Chairman	means the deputy chairman of the Supervisory Board
ESG	means Environmental and Social Governance
EU	means the European Union
Euro or EUR	means the euro, the lawful currency of the participating member states in the Third Stage of the European and Monetary Union of the Treaty Establishing the European Community.

27 May 2021

Executive Board
means the executive board of the Issuer at any given time

Existing Tryg Shareholders
means shareholders in Tryg registered with VP Securities by the end of the last trading day in Tryg Shares with Preemptive Rights prior to the Offering.

Existing Tryg Shares
means 302,147,991 Tryg Shares of nominally DKK 5 in Tryg, being the entire issued share capital of Tryg prior to the issuance of the New Tryg Shares.

Intact
means Intact Financial Corporation

Intact Bidco
means Regent Bidco Limited, a private limited company incorporated in England and Wales with registered number 12998759, and a wholly-owned indirect subsidiary of Intact

Intact Group
means Intact and its consolidated subsidiaries

Intact Holdco
means 283485 Alberta Ltd, a private limited company incorporated and registered in Alberta, Canada with corporate access number 2022834853, and a wholly-owned indirect subsidiary of Intact

ISIN
means International Security Identification Number

IT-Data Committee
means the Issuer's IT-data committee

MiFID II
means Directive 2014/65/EU of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU, as amended

Nasdaq Copenhagen
means Nasdaq Copenhagen A/S, registration (CVR) no. 19 04 26 77.

NewCo
means Chopin NewCo A/S, CVR no. 41 96 39 48, being the entity holding the Danish assets and liabilities of RSA Scandinavia following the implementation of the Demerger, such assets and liabilities including any assets or liabilities agreed between Intact and Tryg to relate to the Danish operations of RSA Scandinavia pursuant to the terms of the Separation Agreement

New Tryg Shares
means 352,505,989 new Tryg Shares issued by Tryg in the Offering.

NFSA
means the Norwegian Financial Supervisory Authority, "Finanstilsynet"

Offering
means the public offering of the New Tryg Shares by Tryg.

Preemptive Rights
means preemptive rights allocated to Existing Tryg Shareholders to subscribe for New Tryg Shares

Risk Committee
means the Issuer's risk committee

RSA
means RSA Insurance Group Limited

RSA Group
means RSA and its consolidated subsidiaries

RSA Scandinavia
means Codan A/S together with its direct and indirect subsidiaries and associated entities including the branches of such subsidiaries

Scandinavia Carve-Out
shall have the meaning as stated in "Description of the Transaction—Overview"

ScandiJVCo
means Scandi JV Co A/S, registration (CVR) no. 41 85 33 01

ScandiJVCo2
means Scandi JV Co 2 A/S, registration (CVR) no. 41 85 32 71

Scheme
means the RSA scheme of arrangement to implement the Acquisition

Scheme Court Hearing
means the hearing at which the High Court of Justice in England and Wales sanctions the Scheme

Schrems II
means the CJEU ruling on 16 July 2020 in Case C-311/18 Data Protection Commissioner v Facebook Ireland Limited and Maximillian Schrems

Separation
shall have the meaning as stated in "Description of the Transaction—Overview"

163

27 May 2021

Separation Agreement
means the separation agreement entered into between Intact, Intact Bidco, Tryg, ScandiJVCo and ScandiJVCo2 on 18 November 2020 in connection with the Separation

SFSA
means the Swedish Financial Supervisory Authority, "Finansinspektionen"

Share Cancellation
shall have the meaning as stated in "Description of the Transaction—The Separation"

Shareholders' Agreement
means the shareholders' agreement expected to be entered into between Intact, Intact Holdco, Tryg and ScandiJVCo2 at Completion pursuant to the terms of the Separation Agreement

SMEs
means small and medium sized enterprises

Subscription Period
means the subscription period for the New Tryg Shares under the Offering.

Supervisory Board
means the supervisory board of the Issuer at any given time

Takeover Offer
means subject to the consent of the Panel and the terms of the Co-operation Agreement, should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the UK Companies Act 2006, the offer to be made by or on behalf of Intact Bidco to acquire the entire issued and to be issued share capital of RSA and, where the context admits, any subsequent revision, variation, extension or renewal of such offer

Transaction
means completion of the Acquisition and the Separation

Tryg Consideration Shares
shall have the meaning as stated in "Description of the Transaction—The Separation"

Trygg-Hansa
means (i) until completion of the Demerger, all assets and liabilities on the general ledger of the Swedish branch of Codan Forsikring A/S, together with Codan Forsikring A/S' shares in CAB Group AB and Holmia Livförsäkring AB; and (ii) after completion of the Demerger, all assets and liabilities on the general ledger of the Swedish branch of Codan Forsikring A/S, Holmia Livförsäkring A/B and RSA Scandinavia's shares in CAB Group AB, and any other assets or liabilities of RSA Scandinavia agreed between Intact and Tryg to relate to the Swedish operations of RSA Scandinavia pursuant to the terms of the Separation Agreement

Tryg Shares
means the outstanding shares of Tryg at any given time.

Tryg SPA
means the share purchase agreement entered into between Tryg and Intact Holdco on 18 November 2020 pursuant to which Intact Holdco shall (following the satisfaction of certain conditions) transfer the Tryg Consideration Shares to Tryg

Tryg Supervisory Board
means the supervisory board of Tryg at any given time

TryghedsGruppen
means TryghedsGruppen smba

UK or United Kingdom
means the United Kingdom of Great Britain and Northern Ireland

UK Takeover Code
means the City Code on Takeovers and Mergers as amended from time to time

U.S. or United States
means United States of America

VP Securities
means VP Securities A/S, registration (CVR) no. 21 59 93 36.

1
2
164

27 May 2021

THE ISSUER
Tryg Forsikring A/S
Klausdalsbrovej 601
DK-2750, Ballerup
Denmark

JOINT LEAD MANAGERS

Danske Bank A/S
Holmens Kanal 2-12
DK-1092 Copenhagen K
Denmark

Nordea Bank Abp
Satamaradankatu 5
FI-00020 Nordea, Helsinki
Finland

LEGAL ADVISERS

To the Issuer:
Plesner Advokatpartnerselskab
Amerika Plads 37
DK-2100 Copenhagen Ø
Denmark

To the Joint Lead Managers:
Gorrissen Federspiel
Advokatpartnerselskab
Axel Towers, Axeltorv 2
DK-1609 Copenhagen V
Denmark

AUDITORS OF THE ISSUER
PricewaterhouseCoopers
Statsautoriseret Revisionspartnerselskab
Strandvejen 44
DK-2900 Hellerup
Denmark

1
2
3
4
5

165

AI assistant

Tryg — Capital/Financing Update 2021

3389_rns_2021-05-28_69499ceb-f69f-41ee-93ff-9ab745a36f60.pdf

Tryg Forsikring A/S

Important Information

CONTENTS

1.2. The Tryg Group may experience difficulties in connection with the implementation of the Separation, which may adversely affect the Tryg Group's business, financial condition, results of operations and prospects.

1.3. The Tryg Group will following the Acquisition and until the completion of the Demerger, have limitations on its ability to control Trygg-Hansa and Codan Norway.

1.5. The Enlarged Group's management and resources may be diverted away from core business activities due to personnel being required to assist in the integration process.

1.6. The Enlarged Group may fail to realise all or part of the expected benefits and synergies of the Transaction.

1.7. The Tryg Group may realise a loss on its investment in Codan Denmark.

2.8. If the Tryg Group is unable to successfully implement its strategy, or if the strategy does not yield the anticipated benefits, this may have a material adverse effect on the Enlarged Group's business, financial condition, results of operations and prospects.

2.9. The Tryg Group is and, following completion of the Acquisition, the Enlarged Group will be, subject to the GDPR. Failure to comply with the GDPR could have a material adverse effect on its reputation, business, financial condition, results of operations and prospects.

2.20. The Tryg Group's investment management business is complex and a failure to properly perform asset management services could have a material adverse effect on its business, financial condition, results of operations and prospects.

2.21. If the Enlarged Group is unable to retain skilled employees and members of its senior management or attract and retain qualified skilled employees and members of senior management in the future, it may not be able to execute its business strategy.

3. Risks relating to the financial position of the Tryg Group and, following completion of the Acquisition, the Enlarged Group

3.2. The Tryg Group and, following completion of the Acquisition, the Enlarged Group are vulnerable to adverse market perception arising as a result of reputational damage, especially as they operate in a highly regulated industry.

4. Risks related to the structure of the Notes

4.1. The Issuer's obligations under the Notes are deeply subordinated, and in the event of liquidation or bankruptcy of the Issuer, Noteholders may lose some or all of their investment in the Notes.

4.2. Noteholders are structurally subordinated to the creditors of the Issuer's Subsidiaries.

4.3. The Notes have no scheduled maturity and Noteholders only have a limited ability to exit their investment in the Notes.

4.4. Loss absorption following a Trigger Event.

4.5. The occurrence of a Trigger Event may depend on factors outside of the Issuer's control.

4.6. The occurrence of a Trigger Event may also be affected by the Issuer's business decisions and, in making such decisions, the interests of the Issuer may not be aligned with those of the Noteholders.

4.9. Floating interest rate.

4.10. The regulation and reform of "benchmarks" may adversely affect the value of the Notes.

4.11. Notes may be traded with accrued interest, which may subsequently be subject to cancellation

4.12. The Issuer may under certain circumstances redeem the Notes at the Issuer's option.

4.13. Variation or substitution of the Notes without Noteholder consent.

4.14. Redemption payments under the Notes must, under certain circumstances, be suspended.

4.15. No events of default and limited enforcement rights available to Noteholders.

4.16. Changes to Solvency II or other applicable law or regulation may increase the risk of the occurrence of a Trigger Event, cancellation of Interest Payments or the occurrence of a Capital Disqualification Event.

4.17. Uncertainties remain in manner in which Solvency II will be interpreted.

4.18. Other capital instruments issued by the Issuer may not absorb losses at the same time, or to the same extent, as the Notes.

4.19. Restrictions on right to set-off etc.

4.20. No restriction on dividends, share repurchases or cancellations.

4.21. Meetings of Noteholders, modification and waivers.

4.22. The Notes are dematerialised securities.

4.23. All trades in the Notes must be in a minimum nominal amount of SEK 2,000,000.

4.24. Limitation on gross-up obligation under the Notes.

5. Risks related to the market generally

5.1. Absence of public market for the Notes.

5.2. The market value of the Notes may be influenced by factors beyond the Issuer's control.

5.3. Exchange risks and exchange controls

5.4. Credit ratings may change

2. CERTAIN INFORMATION WITH REGARD TO THE PROSPECTUS

3. RESPONSIBILITY STATEMENT

3.1 The Issuer's responsibility

3.2 Statement

Tryg Forsikring A/S

Supervisory Board

Executive Board

4. IMPORTANT NOTICE

4.1 Special notice regarding this Prospectus

4.2 Special notice regarding RSA Scandinavia

4.3 Special notice regarding forward-looking statements

6. PRESENTATION OF FINANCIAL INFORMATION

6.1 Introduction

6.2 Presentation of financial information for the Tryg Group and the Issuer

6.3 Key ratios

Gross premium income

Gross claims ratio

Net reinsurance ratio

7. DESCRIPTION OF THE TRANSACTION

7.1 Overview

Transaction structure

RSA Scandinavia

Tryg's consortium partner

7.2 The Acquisition

Consideration

Tryg financing

Intact financing

Conditions

Terms of the Acquisition

7.3 The Separation

Overview of the Separation

Part 1 of the Separation - the Scandinavia Carve-Out

Part 2 of the Separation - the Demerger

Governance of RSA Scandinavia pending completion of the Demerger

Wider terms of the Separation

Tryg Capital/Financing Update 2021