Tryg | C

Tryg Forsikring A/S

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

NOK 600,000,000 Floating Rate Perpetual Restricted Tier 1 Capital Notes

ISIN: NO0012862707

CFI: DBVUQR

FISN: Tryg forsikring/VAR BD PERP WC

and

SEK 900,000,000 Floating Rate Perpetual Restricted Tier 1 Capital Notes

ISIN: DK0030523626

CFI: DBVUQB

FISN: Tryg Forsikri/6.76/ Tier1

This prospectus (the "Prospectus") has been prepared by Tryg Forsikring A/S (the "Issuer" and together with its Subsidiaries, the "Group") for the admittance to trading and official listing on the regulated market of Nasdaq Copenhagen A/S of the NOK 600,000,000 Floating Rate Perpetual Restricted Tier 1 Capital Notes (the "NOK Notes") and the SEK 900,000,000 Floating Rate Perpetual Restricted Tier 1 Capital Notes (the "SEK Notes" and, together with the NOK Notes, the "Notes") issued on 20 March 2023 (the "Issue Date") by the Issuer. The issue of the Notes was mandated by a resolution of the supervisory board of the Issuer on 25 January 2023. An application has been made for admission of the Notes to trading and official listing on the regulated market of Nasdaq Copenhagen A/S. The Issuer expects the first day of trading of the Notes on the regulated market of Nasdaq Copenhagen A/S to be 30 June 2023.

Unless otherwise defined herein, capitalised terms used in this Prospectus shall have the meaning given to them in the section "Terms and Conditions of the NOK Notes" (the "NOK Conditions") or the section "Terms and Conditions of the SEK Notes" (the "SEK Conditions" and, together with the NOK Conditions, the "Conditions") (as the context requires). 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 20 March, 20 June, 20 September and 20 December in each year with the first Interest Payment being paid on 20 June 2023, subject to cancellation as provided below and further described in the Conditions. Further, following any Write-Down pursuant to Condition 11 (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 12 (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 in its sole and absolute discretion 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 13 (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 11.6 (Waiver of Loss Absorption by Relevant Regulator), be written down, as further provided for in Condition 11 (Loss Absorption Following a Trigger Event). The Outstanding Principal Amount may, in the sole discretion of the Issuer and subject to certain conditions, be subsequently reinstated (in whole or in part), as further described in Condition 12 (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 16 (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 revision, 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 SEK Notes are issued in uncertificated book entry form in accounts with VP Securities A/S, Nicolai Eigtveds Gade 8, DK-1402 Copenhagen, Denmark and in denominations of SEK 0.01 each. Each SEK Note in VP Securities A/S will be registered with a minimum settlement unit of SEK 2,000,000, meaning that the SEK 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 SEK Notes (as described in the SEK Conditions) will be calculated by reference to the Stockholm interbank offered rate, which is provided by Swedish Financial Benchmark Facility AB. Swedish Financial Benchmark Facility AB is authorised by the Swedish Financial Supervisory Authority pursuant to Article 34 of Regulation (EU) 2016/1011, as amended (the "Benchmark Regulation") and is included in the register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of the Benchmark Regulation.

The NOK Notes are issued in uncertificated book entry form in accounts with Verdipapirsentralen ASA (trading as Euronext Securities Oslo), Tollbugata 2, 0152, Norway and in denominations of NOK 2,000,000 each. Accordingly, all trades in the NOK Notes will be in portions having an aggregate nominal amount of NOK 2,000,000 or, if greater, an even multiple of NOK 2,000,000. Amounts payable on the NOK Notes (as de-

scribed in the NOK Conditions) will be calculated by reference to the Norwegian interbank offered rate, which is provided by Norske Finansielle Referanser AS. Norske Finansielle Referanser AS is authorised by the Norwegian Financial Supervisory Authority pursuant to Article 34 of the Benchmark Regulation and is included in the register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of the Benchmark Regulation.

Danske Bank A/S, Holmens Kanal 2-12, DK-1092 Copenhagen K, Denmark acts as VP Agent in respect of the SEK Notes and VPS Agent in respect of the NOK 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 relevant Securities Depository in accordance with the rules and procedures of the relevant Securities Depository. The Noteholder will be the person evidenced as such by a book entry in the records of the relevant 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 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, as amended (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 each 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 29 June 2023

Important Information

The SEK Notes are subject to Danish law and the NOK Notes are subject to Danish law and Norwegian law. This Prospectus has been prepared under Danish law in compliance with the requirements set out in the Danish Consolidated Act no. 41 of 13 January 2023 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 has been prepared in accordance with the prospectus regime for wholesale non-equity securities in conformity with Annex 7 and Annex 15 of the Delegated Prospectus Regulation.

The information contained in this Prospectus has been provided by the Issuer and the other sources identified herein. Neither the Joint Lead Managers nor any of their affiliates have authorised the whole or any part of this Prospectus. No representation or warranty is made or implied by the Joint Lead Managers or any of their affiliates, and neither the Joint Lead Managers nor any of their respective affiliates make any representation or warranty or accepts any responsibility, as to the accuracy or completeness of the information contained in this Prospectus or for any statement purported to be made by or on behalf of the Joint Lead Managers. The Joint Lead Managers accordingly disclaim all and any liability whether arising in tort or contract or otherwise which they might otherwise have in respect of this Prospectus or any such statement.

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.

Risk Factors ... 7
Responsibility Statement ... 29
Important Notice ... 31
Information about the Issuer ... 35
Presentation of Financial Information ... 38
Business of the Issuer ... 47
ESG and Sustainability ... 52
Capital and risk management ... 53
Supervisory Board and Executive Board ... 54
Shareholders ... 58
Additional Information ... 59
Material Contracts ... 62
Third-Party Information and Expert Statements and Declarations of Interest ... 63
Documents Available ... 64
Use of Proceeds ... 65
Terms and Conditions of the NOK Notes ... 66
Terms and Conditions of the SEK Notes ... 94
Taxation ... 122
Subscription and Sale ... 124
Selling Restrictions ... 125

1. 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 Prospectus carefully in its entirety and consider all information included in this Prospectus (including any information or material incorporated by reference) and 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 the Group and the insurance industry in which the Group operates.

This section describes the risk factors considered to be material in relation to the Group and specific to the Issuer and/or the Notes, in each case based on the information known as at the date of this Prospectus and each of these risks will continue to be relevant to the Group. If any of these risks actually materialise, the Group's business, financial condition, results of operations and prospects could be materially adversely affected and, consequently, 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 market risks associated with the Notes.

The Issuer believes that the risks described below represent the principal risks inherent in investing in the Notes, but additional risks in relation to the Group not presently known to the Issuer's management or that the Issuer's management currently deem immaterial may also, whether individually or cumulatively, have a material adverse effect on the Group's business, financial condition, results of operations and prospects, and could negatively affect the 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 Issuer, are set out in order of the expected magnitude of their negative impact on the Group and/or the Notes and its business and the probability of their occurrence in each category. To the extent deemed possible by the Issuer, the Issuer has included an assessment of the probability of the occurrence of the risks set out in the section "Risks that may affect the Issuer's ability to fulfil its obligations under the Notes". Where such assessment of probability is not included, including in respect of the risks set out in the section "Risk related to the Notes", the Issuer has not deemed it possible to assess the probability of the occurrence of such risks.

1.1 Risks that may affect the Issuer's ability to fulfil its obligations under the Notes

1.1.1 Risks relating to the businesses and industries in which the Group operates

1.1.1.1 Factors outside the Group's control, including economic conditions, competitive environment or political developments

As a general non-life insurer, the Group's return on investments and results of operations may be materially affected by changes and volatility in the worldwide financial and capital markets and macroeconomic conditions and is exposed to general market risk volatility in respect of the investments in securities and properties which the Group undertakes as part of its investment activities.

Inflation, including the inflation surge seen in 2022 and 2023, also affect non-life insurers, such as the Group, as the insurance claims are also subject to inflation. Even though the Group seeks to mitigate such effects by premium adjustments and inflation hedges it still has an exposure to macroeconomic risk such as inflation. A 1% change in inflation on person-related lines of business (including the effect of the zero coupon inflation swap) would in the year ended 31 December 2022 have an effect of +/- DKK 1,240 million (2021: +/- 400 million).

While the Nordic market for non-life insurance is deemed to be a stable and profitable market, there is a risk that a future competitive situation in the Nordic market for non-life insurance may adversely affect the profitability for the market as a whole, and therefore also the Group's ability to maintain the current level of earnings.

Increased volatility in the financial and capital markets in recent years has been and may in the future be influenced by a wide variety of factors, including:

geopolitical instability caused by the Russian invasion of Ukraine;
uncertainty regarding energy supply;
sharply increasing inflation rates;
the COVID-19 pandemic and related counter measures that causes uncertainty regarding supply chains;
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;
extensive use of macroeconomic and monetary policy tools by governments, central banks and other institutions, and uncertainty about future actions; and
the failure of governments to agree upon, and implement, necessary fiscal, monetary and regulatory reforms.

Most probably some or all of the risks described above will materialise in full or in part. The materialisation of any of the risks discussed above, e.g. adverse economic conditions, increasing interest rates and volatility in the financial and capital markets, may adversely affect the Group's business, financial condition, results of operations and prospects. In the year ended 31 December 2022 the return of equity in the free portfolio was DKK -525 million (2021: DKK 506 million). Depending on the magnitude of the materialisation of the risks, this may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes and/or may lead to cancelling of Interest Payments on the Notes and/or require a Write-Down of the Notes.

1.1.1.2 If the 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, the use of the Group's products and services could decline, reducing its revenues and earnings

The insurance industry in which the Group competes is subject to rapid and significant technological change, new product and service introductions, changing customer needs and preferences as well as the possible entrance of non-traditional competitors. In order to remain competitive, the Group will need to anticipate and respond to these changes, which requires continued investment in, and time spent on, innovation, research and development.

If the Group fails to identify and keep pace with these changes or fails to continue to develop and introduce attractive and innovative products and services, the use of its products and services could decline. As an example, advancements in technology facilitating self-driving cars could potentially reduce the incidence of car accidents altering the motor insurance industry. In the year ended 31 December 2022, the Group had gross written premium of DKK 2,911 million in Motor third party liability and DKK 8,375 million in Motor comprehensive insurance. Any lack of, or delay in offering, new products and services, or failure to differentiate the Group's products and services or accurately predict and address market trends and demand, could render the Group's products and services less desirable to their customers or even obsolete, which, in turn, could 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 and/or may lead to cancelling of Interest Payments on the Notes and/or require a Write-Down of the Notes.

1.1.1.3 The Group's business depends on strategic partnerships and brokers to distribute its products

The Group relies on strategic partnerships, brokers and other insurance intermediaries to distribute many of its products. The Group's strategic partnerships include relationships with unions, car dealers, consumer electronics retailers, banks and other intermediaries that distribute insurance to their members and customers.

While the agreements for strategic partnerships vary in form and content, with some being pure referral agreements, strategic partners, independent brokers and insurance intermediaries are not obligated to recommend or sell the Group's products. As such, strategic partners, brokers and insurance intermediaries represent more than one insurance company, including direct competitors of the Group, and therefore the Group will face competition within such strategic partnerships, brokerages and insurance intermediaries. Consequently, the Group's relationships with its strategic partners, brokers and insurance intermediaries will be important and the failure, inability or unwillingness of its partners and/or brokers to market the Group's products, loss of business or the relationship with a strategic partner, broker and/or insurance intermediary could have a material adverse effect on its business and results of operations. A significant part of the partnerships are based on legally binding contracts with a fixed renewal date. There is an increased risk of lapse when the contract is negotiated and renewed. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes and/or may lead to cancelling of Interest Payments on the Notes and/or require a Write-Down of the Notes.

1.1.1.4 Failure of the Group's own or outsourced information technology systems, including as a result of cybercrime, cyberattacks or information security weaknesses could lead to a breach of regulations and contractual obligations

The Group's technological infrastructure is critical to the operations of its business and delivery of products and services to customers. Even with the backup recovery systems and contingency plans that are in place, there is some probability that the Group will not be able 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 and, if they do occur, that they will be adequately addressed. As an example, the Group could be target of distributed denial of services, computer viruses or electrical or telecommunication outages. Furthermore, the Group could experience 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.

The Group relies on its operational processes as well as its communication and information systems to conduct its 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 comply with its reporting obligations. It also depends on third party providers of administration and IT services and other back-office functions. As an example, the Group relies on the date of this Prospectus on Tata Consultancy Services as its top partner and supplier for IT development and infrastructure.

The Issuer believes that most probably the Group will face interruption in the ability to rely on its internal or outsourced IT services and depending on the materiality of such interruption, a deterioration in the performance of these services could impair the timing and quality of the Group's services to its customers and, ultimately, result in loss of customers, inefficient or detrimental transaction processing and regulatory noncompliance.

As a retail insurance provider, the Group is 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 Group's information technology infrastructure and systems underpin its business. As such, the Group is exposed to cyber security threats.

Cyberattacks may compromise the confidentiality, integrity and availability of information systems and business data of the Group.

The scope of cyberattacks has in recent years developed such that cyberattacks now occur on a frequent basis and most probably the Group will face cyberattacks in the future. While the vast majority of these attacks do not reach a level of sophistication that could pose a threat to the Group, the Group may not be able to stop cyberattacks despite efforts to continually monitor and assess its security organisation in terms of resources and service offerings.

The Group occasionally experiences distributed denial of service ("DDoS") attacks, which are cyberattacks 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. Despite the Group's forward planning and disaster recovery procedures, 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.

Most probably IT security incidents or breaches will occur in the future. To the extent it is not possible to mitigate the adverse impact thereof, future security incidents, breaches and other issues may have a material impact on the Group's business. Further, cyber risk is exacerbated by the age and complexity of the Group's technology and network architecture, which can only be gradually upgraded for reasons such as complexity, cost and planning prerequisites. The occurrence of any cyber threats, such as the theft or unauthorised use or publication of its confidential information or other proprietary business information as a result of an IT security incident, could expose the Group to liability, adversely affect the Group's competitive position and reputation, and reduce marketplace acceptance of the Group's insurance products, whether or not the incident is ultimately determined to be its fault.

Consequently, if the Group's IT systems are compromised by materialisation of any of the facts set out above, this could 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 and/or may lead to cancelling of Interest Payments on the Notes and/or require a Write-Down of the Notes.

1.1.1.5 The 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 Group's results will depend to a significant extent on whether its claims experience is consistent with the assumptions it uses in underwriting, setting the prices for its products and establishing the liabilities for its obligations for future claims. To the extent that its actual claims experience is less favourable than the underlying assumptions it uses in establishing such liabilities, it could be required to increase the reserves made for its liabilities, which could result in losses.

Due to the nature of the risks the 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 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 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 Group is dependent on internal mathematical models, which are complex and increasingly make use of sophisticated computational tools to set claims reserves and price its 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.

The 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 subse

quent premium levels. In addition, any changes in actuarial assumptions may lead to changes in the level of capital, including regulatory (own funds) capital that is required to be maintained.

Changes in trends or other variable factors, including changes in legislation, could result in claims in excess of the 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 longtail 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 Group, and may over time continue to be necessary for the 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 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.

Even though the Group has operating controls in place, the Group is exposed to failures in operating controls. 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 Group's business, financial condition, results of operations and prospects.

The Issuer believes that most probably some or all of the risks set out above will materialise, and depending on the materiality of the impact thereof this may result in significant underwriting losses that could have a material adverse effect on the 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 and/or may lead to cancelling of Interest Payments on the Notes and/or require a Write-Down of the Notes.

1.1.1.6 The Group is subject to extensive regulatory requirements and operates in a highly regulated industry

The 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 Group operates.

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 its business in the jurisdictions in which the Group operates, or to a civil liability.

Applicable insurance laws, regulations, government approvals and policies, and/or the interpretation or enforcement thereof, may change at any time. As an example, legislative changes that affect the level of insurance compensation for past accident periods could impact the Group's reserving risk any of which may adversely affect the Group's business, financial condition, results of operations and prospects. In September 2021, a new Directive of Resolution and Recovery of insurance companies has been proposed by the EU Commission (see "Risks related to the Notes – Risks related to the structure of the Notes – The Issuer and the Notes may in the future become subject to the application of the resolution tools and powers under the Insurance Recovery and Resolution Directive").

The 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 Group, owing to the large number of private individuals included in its 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 noncompliance with the data protection regulations.

The 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 Group or the industry generally, could have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

Changes to or failure by the Group to comply with applicable legislative requirements or the display of any mismanagement, fraud or failure to satisfy its fiduciary responsibilities could have a material adverse effect on the 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 and/or may lead to cancelling of Interest Payments on the Notes and/or require a Write-Down of the Notes.

1.1.1.7 The Group may fail to realise all or part of the expected benefits and synergies of the acquisition of Trygg-Hansa and Codan Norway

The Group may not realise the anticipated benefits and cost synergies of the acquisition of Trygg-Hansa and Codan Norway (the "Acquisition") which are to a large extent dependent on the successful integration of Trygg-Hansa and Codan Norway into the Group. While the 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 in Denmark, Trygg-Hansa and Codan Norway are the largest businesses that the Group has ever had to integrate, which the Group expects to give rise to additional complexities due to the size and complexity of Trygg-Hansa and Codan Norway.

As of the date of this Prospectus, the integration of Trygg-Hansa and Codan Norway into the Group is progressing according to plan (see also 5.7 "Synergies" below), such integration may take longer than expected and other difficulties, which are unknown at this time, may arise in connection with the integration. 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 Group may take longer and may prove more difficult than anticipated. Any delays or difficulties encountered in connection with this integration process could adversely affect the implementation of the Group's plans and may result in the Group not realising some of the anticipated benefits and cost synergies of the Acquisition, as it can prove to be more difficult, time-consuming or expensive to implement the Group's plans than expected.

Delays resulting from the above integration challenges may result in the Group encountering difficulties in achieving the anticipated revenue synergies of the Acquisition, including those that the Group expects from increasing the volume of business with new and existing customers or from the introduction of new products as part of the Group's portfolio. The Group anticipates a reduction of duplicative costs across corporate and group functions, procurement of savings from existing partnerships and investment management cost savings. There is a risk that these anticipated revenue and cost synergies will not 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 Group, and any failure to realise the anticipated benefits and synergies may have a material adverse effect on the 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 and/or may lead to cancelling of Interest Payments on the Notes and/or require a Write-Down of the Notes.

1.1.1.8 The Group is involved in ongoing litigations and may in the future become subject to litigation, regulatory investigations and sanctions

The Group is involved in, and may become involved in, legal proceedings (including class actions and mis-selling claims) 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.

On 28 January 2019, Alka (which is now part of the Group) received an indictment from the Danish prosecution service with a claim for payment of DKK 16.9 million for alleged violations of the 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 court hearing 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 was appealed by the Issuer and the High Court overturned the decision on the 1 June 2022. The case has now been appealed by the Danish prosecution service to the Supreme Court, where it is expected to be heard on 18 September 2023. Although any potential fine ultimately imposed on the Issuer is expected to be insignificant in the context of the Group's business, even in a worst-case scenario, there is a risk of reputational damage for the Group in relation to this matter if the High Court's decision is overturned on appeal.

In a letter dated 27 October 2020, the Danish Consumer Ombudsman (the "DCO") informed the Group that it had assessed that the Group's insurance price increases (which were not notified to the relevant 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 Group. In April 2022, the DCO brought the case before the Danish Maritime and Business Court. The hearing is not yet scheduled. In addition to the possible repayment to affected customers, there is also a risk of reputational damage for the Group, which, in particular given its business model, may be susceptible to lower customer retention rates as a result of general scepticism towards autorenewals.

If the Group becomes 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 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 and/or may lead to cancelling of Interest Payments on the Notes and/or require a Write-Down of the Notes.

1.1.1.9 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 Group

An important element of the 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 Group to the extent of the risk ceded although the Group remains liable to the insured as the insurers. In the year ended 31 December 2022 and the year ended 31 December 2021, DKK 1,676 million (corresponding to 4.8%) and DKK 1,601 (corresponding to 6.3%) million respectively, of the Group's premium income were ceded to reinsurers.

Although reinsurance does not discharge the 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 Group will be subject to credit risk with respect to its current reinsurers. The insolvency of any reinsurers, their inability or refusal to pay claims under the terms of any of their agreements with the Group or any uncertainty or dispute regarding the interpretation thereof could have a material adverse effect on the Group's financial condition and/or results of operations. As of 31 December 2022, the reinsured portion of the Group's claims reserves amounted to DKK 1.6 billion. Although the 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 Group in respect of the relevant reinsurance contracts.

Reinsurance capacity and demand for capacity may vary over time. Available capacity will be affected by the general risk appetite in the economy and the demand for reinsurance can change e.g. as a result of climate change or other shifts in the risk pattern. This in turn may affect the price of reinsurance. Thus, there is a risk that the Group may be unable to renew reinsurance agreements at rates equivalent to those of its existing cover and there is a possibility that cover may not be available at all. Therefore, the Group 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 material adverse effect on the 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 and/or may lead to cancelling of Interest Payments on the Notes and/or require a Write-Down of the Notes.

1.1.1.10 Foreign exchange rate fluctuations may materially adversely impact the value of the Group's investments, adversely impact its financial position and results of operations, and result in volatility in its results

The Group prepares its consolidated financial statements in Danish kroner. Fluctuations in currency exchange rates impact the value of the Group's investments and the return on its investments in Danish kroner. In the year ended 31 December 2022 the Group had an exposure to exchange rate risk in NOK of DKK 33 million (2021: DKK 7 million) and SEK of DKK 80 million (2021: DKK 11 million).

The impact of these fluctuations in currency exchange rates is mitigated by the fact that the 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 Group's investment portfolio is denominated in Euro, to which the Danish kroner is pegged. The Group hedges the majority of the equity investments in its free portfolio, but the hedging is not completely effective. As a result, although the 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 Group's financial results. The 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 and may not always be available, changes in exchange rates may materially affect the financial condition and results of the 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 Group's hedges prove ineffective or are not available, the impact of fluctuation in foreign currency exchange rates could adversely affect its business, financial condition, results of operations and prospects.

In the year ended 31 December 2022 the exchange rate adjustments of foreign entities for the year was DKK -2.217 million (2021: DKK 93 million), Hedging of currency risk in foreign entities for the year was DKK 496 million (2021: DKK -99 million) and tax on hedging of currency risk in foreign entities for the year was DKK -109 million (2021: DKK 22 million).

This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes and/or may lead to cancelling of Interest Payments on the Notes and/or require a Write-Down of the Notes.

1.1.1.11 Market risk may materially adversely affect the value of the Group's investments in its equity, real estate and fixed income investment portfolios

The Group invests a portion of its assets in equities and real estate, which are generally subject to greater risk and more volatility than fixed income securities. The 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 Group's control may adversely affect the market value of these assets. 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 2022, the Group's equity and real estate investment assets in the free portfolio amounted to DKK 3.2 billion and DKK 4.2 billion, respectively, corresponding to 18% and 21%, respectively, of the total free investment portfolio of the Group. In the event of future market declines, there is a risk of losses or impairments of the Group's equity and real estate investments, which may, in each case, materially adversely impact its results of operations and shareholders' equity. The Group's investment portfolios are heavily weighted toward fixed income investments denominated in mostly Nordic currencies, but also in Euro. Accordingly, interest rate movements in international markets will significantly affect the value of these investment portfolios. As of 31 December

2022, the Group's bond portfolio including interest derivatives amounted to DKK 55.7 billion (2021: DKK 37.6 billion), corresponding to 78% of the total investment assets of the Group. Unrealised gains and losses run through the Group's income statement and either increase or decrease (as the case may be) the investment assets on its balance sheet subject to the Group's risk management policies.

The Group's investment assets are marked to market on a daily basis and fluctuations in interest rates may therefore have a material adverse effect on the Issuer'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 and/or may lead to cancelling of Interest Payments on the Notes and/or require a Write-Down of the Notes.

Under the International Financial Reporting Standards as adopted by EU ("IFRS"), the 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 Group's liabilities. A general increase in interest rates will lead to a decrease in the 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, 2022, the Group's claims reserves according to IFRS amounted to DKK 39.2 billion where the resinsurers' part of claims provision amounted to DKK 1.6 billion (2021: DKK 25.6 billion and reinsurers' part amounted to DKK 1.2 billion). If interest rates for all maturities had been 100 basis points higher on that date, the discounting effect would have been higher and the Group's claims provisions would have been DKK 1.933 million lower due to discounting (2021: DKK 1,148 million) and the impact of interest bearing securities would be DKK 1.911 million lower (2021: DKK 1.104 million), leading to a net impact of DKK 22 million (2021: DKK 44 million).

A mismatch resulting from changes in value described above is likely to result in fluctuations in the Group's earnings. It is not always possible or, in certain cases, desirable, for the Group to match these cash flows and, as a result, such a mismatch will normally exist and interest rate fluctuations will therefore impact the Group's financial results, and such impact could be material. As a result of fluctuations in interest rates, its results of operations could be more volatile. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes and/or may lead to cancelling of Interest Payments on the Notes and/or require a Write-Down of the Notes.

1.1.1.12 The Group is 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 and could among other things negatively impact the 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 Danish Financial Supervisory Authority (the "DFSA"), the Swedish Financial Supervisory Authority (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. As an example, reference is made to the 2021 Non-Life Comparative Study carried out by EIOPA, which focused on benchmarking major European internal model insurance undertakings, including the Issuer. The results of this study were published on an anonymised basis. As of the date of this Prospectus, it is not the policy of the DFSA, to publish the results of the stress tests it carries out, including in respect of the Issuer.

The Group is regulated by the DFSA based on the common European EIOPA regime. The Holmia life insurance subsidiary (Holmia Livförsäkring AB) 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 Group were to be part of such a stress test or any other calculations or analyses of public authorities and the Group's results were worse than those of competitors and these results became known, this could adversely affect the

Group's financing costs, customer demand for its insurance products and its reputation in general. In 2023, a new regulatory stress test of the Group is planned to take place.

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 Group. If any of the risks above occurs, this could materially and adversely affect the 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 and/or may lead to cancelling of Interest Payments on the Notes and/or require a Write-Down of the Notes.

1.1.2 Risks relating to the financial position of the Group

1.1.2.1 The Group is exposed to credit and counterparty risk in relation to financial institutions

Insurance companies, such as the Issuer and certain of its subsidiaries, are interdependent as a result of trading, counterparty and other relationships in the global financial system. Financial institutions with whom the 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. While these risks are managed according to the Group's security policy and the investments policy the Group may experience that its counterparties may not fulfil their obligations toward the Group, which could materially and adversely affect the 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 and/or may lead to cancelling of Interest Payments on the Notes and/or require a Write-Down of the Notes.

The Group sensitivity to a catastrophe event up to DKK 7,250 million would due to its reinsurance programme in the year ended 31 December 2022 have had a net impact of DKK -200 million (2021: net impact of DKK -200 million). This is on the assumption that the Group's reinsurance counterparties are able to fulfil their obligations.

Furthermore, 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 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 Group believes that, despite increased focus by regulators around the world with respect to systemic risk, this risk remains part of the financial system in which the Group operates and dislocations caused by the interdependence of financial market participants could have a material adverse effect on the 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 and/or may lead to cancelling of Interest Payments on the Notes and/or require a Write-Down of the Notes.

1.1.2.2 Failure to maintain adequate capital could have a variety of negative regulatory and operational implications for the Group

Insurance companies such as the Issuer and certain of its subsidiaries are required to maintain a minimum level of own funds (also referred to as regulatory capital) to comply with regulatory requirements. These apply to individual insurance subsidiaries (such as the Issuer) on a standalone basis and in respect of the Group as a whole. The Group's regulatory capital requirements have in the past both increased and decreased, and may from time to time in the future increase and de

crease as the Group's risk exposure changes or due to changes and updates in the Solvency II model framework.

The Group's capital position can be adversely impacted by a number of factors, in particular factors that may erode the Group's capital resources. 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 Group's capital position. In addition to the core equity capital, the Group's regulatory capital also consists of subordinated loans/notes (26% of the Group's Own Funds as of December 31, 2022). Approximately one third of the subordinated loans/notes have a fixed expiry date. If the Group is not able to refinance a subordinated loan/note at expiry or following a call for redemption thereof, this will have a material adverse effect on the Group's solvency position. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes and/or may lead to cancelling of Interest Payments on the Notes and/or require a Write-Down of the Notes.

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 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 of the Notes). The 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 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.

To the extent that the funds currently available to the Group are insufficient to fund the Group's future capital and operating requirements and cover claims payments, it may need to raise additional funds through financings or reduce its risk e.g. though additional reinsurance purchase. Any equity or debt financing, if available at all, may be on terms that are not favourable to the Group and a downgrade in the 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 Group's credit or financial strength ratings could affect its standing in the market and may reduce the possibility or increase the cost associated with raising capital". If the 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 and/or may lead to cancelling of Interest Payments on the Notes and/or require a Write-Down of the Notes.

1.1.2.3 A downgrade or a potential downgrade in the Group's credit or financial strength ratings could affect its standing in the market and may reduce the possibility or increase the cost associated with raising capital

Credit ratings are an important factor in the Group's competitive position. Rating agencies periodically review the financial performance and condition of insurance companies, including the insurance subsidiaries of the Group.

As also set out in 6.5 "Credit ratings" below, Moody's, a major international credit rating agency, has rated the 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" Insurance Financial Strength Rating with stable outlook to the Issuer. This rating was affirmed on 21 April 2022.

There is a risk that the Group will be unable to maintain its current credit ratings, particularly if the Group's leverage ratios and capital position were to adversely change or if the business does not perform in line with the targets or expectations of these rating agencies.

A downgrade of the Group's credit rating could have a material adverse impact on the ability of the 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 Group's products and lead to the loss of other customers whose confidence in the Group may

be affected or whose policies require insurance from insurers with a certain rating. A downgrade could also impact the terms and availability of financing and access to the debt capital markets.

A downgrade of any of the Group's credit ratings, and the related consequences described above, could have a material adverse effect on the 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 and/or may lead to cancelling of Interest Payments on the Notes and/or require a Write-Down of the Notes.

1.1.2.4 If the 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 Group is exposed to financial market risk such as credit spread fluctuations, currency 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 Group uses common financial derivative instruments such as currency- and interest-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 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.

Derivatives are used routinely in the day-to-day asset management of the 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.

The Group's inability to manage risks successfully through derivatives (including lack of availability of the relevant derivatives or a counterparty's default and the systemic risk that a default is transmitted from counterparty to counterparty) could have a material adverse effect on the Group's revenues, results of operations, risk exposure and capital requirement. This may have a material adverse effect on the Issuer's ability to satisfy and fulfil its obligations under the Notes and/or may lead to cancelling of Interest Payments on the Notes and/or require a Write-Down of the Notes.

1.2 Risks related to the Notes

1.2.1 Risks related to the structure of the Notes

1.2.1.1 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 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;

(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 virtue of such subordination, in the event of the Issuer's liquidation (in Danish: likvidation) or bankruptcy (in Danish: 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 0.01 of the currency of the Notes or zero) 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.

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 and/or the Group breach its solvency capital requirements or become insolvent.

1.2.1.2 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.

1.2.1.3 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 13 (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 or bankruptcy 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.

1.2.1.4 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 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 Group.

Accordingly, if a Trigger Event occurs at any time, the Outstanding Principal Amount of the Notes shall be reduced as described in Condition 11 (Loss absorption following a Trigger Event) unless exceptionally waived by the Relevant Regulator. As of the date of this Prospectus, the Issuer is not able to predict whether it will apply for such waiver or if such waiver will be 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 write-down 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 write-down to the Outstanding Principal Amount is subject to compliance with the Relevant Rules. Furthermore, the write-down provisions in Condition 11 (Loss absorption following a Trigger Event) 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 write-down of the Notes as described above, there is a risk that the Issuer will determine that the requirements of the Relevant Rules require a write-down to the Outstanding Principal Amount to be calculated and determined in a different manner.. Noteholders should note that, in the case of any such write-down to the Outstanding Principal Amount, the Issuer's determination of the relevant amount of such write-down will be binding on the Noteholders.

Any such write-down of the Outstanding Principal Amount of the Notes will not constitute an event of default under the Conditions and, following such write-down, 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 12 (Discretionary reinstatement).

In addition, following a write-down 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 write-down, the Issuer will not in any circumstances be obliged to reinstate the Outstanding Principal Amount.

1.2.1.5 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 11.6 (Waiver of loss absorption by Relevant Regulator), write-down of the Outstanding Principal Amount pursuant to Condition 11 (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 and/or the 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 and/or the 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 and/or the 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.

1.2.1.6 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

The occurrence of a Trigger Event and the development of the regulatory solvency ratios applicable to the Issuer and the Group more generally may also depend on the Group's decisions relating to its businesses and operations, as well as to management of its solvency position. The Issuer will have no obligation to consider the interests of Noteholders in connection with strategic or other decisions of the Group, including making decisions related to capital management and Noteholders will not have any claim against the Issuer or any other member of the Group relating to decisions that may affect the businesses and operations of the Group, including the solvency position of the Group. There is a risk that the Group's decisions relating to its businesses and operations as well as to management of its solvency position may, potentially together with other factors, 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.

1.2.1.7 The Issuer and the Notes may in the future become subject to the application of the resolution tools and powers under the insurance recovery and resolution directive

On 22 September 2021, the EU Commission published a proposal for an insurance recovery and resolution directive (the "IRRD Proposal"). The IRRD Proposal, which is a legislative proposal for an EU-wide framework for the recovery and resolution of insurance companies, is still subject to the EU legislative procedure.

If the IRRD Proposal is finally adopted by the EU and implemented into Danish law in its current form, the Issuer will become subject to the framework set out in the IRRD Proposal. The manner in which the framework and requirements under the IRRD Proposal, if finally adopted by the EU and implemented into Danish law, will be applied to the Issuer is uncertain.

The IRRD Proposal contains various resolution powers which may be used alone or in combination by resolution authorities without the consent of the insurance companies' creditors, including the Noteholders, where the relevant resolution authority considers that (a) an insurance company is failing or likely to fail, (b) there is no reasonable prospect that any alternative private sector measures or supervisory action, including preventive and corrective measures, would prevent the failure of the insurance company within a reasonable timeframe, and (c) a resolution action is necessary in the public interest, including (i) the solvent run-off tool, (ii) the sale of business tool, (iii) the bridge undertaking tool, (iv) the asset and liability separation tool and (v) the write-down or conversion tool.

The application of the write-down or conversion tool with respect to the Notes may result in the write-down or cancellation of all, or a portion of, the principal amount of, or outstanding amount payable in respect of, and/or interest on, the Notes and/or the conversion of all, or a portion, of the principal amount of, or outstanding amount payable in respect of, or interest on, the Notes into shares or other securities or other obligations of the Issuer or another person, including by means

of a variation to the Conditions, to give effect to such application of the write-down or conversion tool. The write-down or conversion tool may be applied independently from the operation of the loss absorption mechanism set out in the Conditions.

To the extent any resulting treatment of Noteholders pursuant to the exercise of the write-down or conversion tool is less favourable than would have been the case under such hierarchy in normal insolvency proceedings, a holder has a right to compensation under the IRRD Proposal based on an independent valuation of the insurance company (which is referred to as the "no creditor worse off principle" under the IRRD Proposal). However, any such compensation is unlikely to compensate that holder for the losses it has actually incurred and there is likely to be a considerable delay in the recovery of such compensation. Compensation payments (if any) are also likely to be made considerably later than when amounts may otherwise have been due under the Notes that have been subject to the application of the write-down or conversion tool.

According to the IRRD Proposal, resolution authorities shall apply the write-down or conversion tool in accordance with the priority of claims applicable under normal insolvency proceedings, and so that Tier 1 items (such as the Notes) are reduced first in proportion after losses has been absorbed by shareholders and holders of other instruments of ownership of the insurance company.

The IRRD Proposal also provides resolution authorities with broader powers to implement other resolution measures, which may include (without limitation) the power to amend or alter the maturity of debt instruments (such as the Notes) or amend the amount of interest payable under such instruments, or the date on which the interest becomes payable, including by suspending payment for a temporary period and the power to transfer to another entity, with the consent of that entity, rights, assets or liabilities of an insurance company under resolution.

The exercise of any resolution tools and powers under the IRRD Proposal, or any suggestion of such exercise, could have a material adverse effect on the rights of Noteholders, the price or value of their investment in any Notes and/or the ability of the Issuer to satisfy its obligations under any Notes.

1.2.1.8 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 Group profitability and performance and the ability to distribute profits from the Issuer's Subsidiaries up 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.

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

Interest on the Notes is due and payable only at the sole and absolute discretion of the Issuer and is subject to Condition 10.2 (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.

In addition to the above mentioned, the Issuer must cancel any Interest Payment on the Notes pursuant to Condition 10.2 (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 10.3 (Waiver of cancellation of Interest Payments by Relevant Regulator). As of the date of this Prospectus, the Issuer is not able to predict whether it will apply for such waiver or if such waiver will be 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 and/or the 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.

1.2.1.10 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 not based in the EU, 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 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 Issuer (acting in good faith) may determine a Successor Screen Rate or, if there is no Successor Screen Rate, an Alternative Screen Rate. If the Issuer also fails to determine a Successor Screen Rate or an Alternative Screen Rate prior to a Screen Rate Determination Date, the Interest Rate applicable to the next succeeding Interest Period shall be equal to the Interest Rate applicable to 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 9 (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.

1.2.1.11 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.

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

Subject as provided in Condition 13 (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 any Optional Redemption Date, (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 any Optional Redemption 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 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 any Optional Redemption Date, 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 Group's solvency requirements by a margin that the Relevant Regulator considers to be appropriate.

1.2.1.13 Variation or substitution of the Notes without Noteholder consent

Subject as provided in Condition 13 (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 Conditions 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 Conditions (as reasonably determined by the Issuer in consultation with a bank or financial advisor of international standing). There is a risk that, due to the particular circumstances of each Noteholder, any Qualifying Tier 1 Notes will not be as favourable to each Noteholder in all respects or that, if it were entitled to do so, a particular Noteholder would not 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 Conditions, and if more Noteholders made such different determination than the Issuer, there is a risk that the market value of the Notes would be adversely affected.

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.

1.2.1.14 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 13 (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.

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.

1.2.1.15 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 or bankruptcy of the Issuer. This could result in significant delays in the payment of interest or principal and could have an adverse effect on Noteholders seeking repayment. 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 Conditions) 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. As a result, the market value of the Notes may be negatively affected.

1.2.1.16 Changes to Solvency II or other applicable law or regulation or the interpretation thereof 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 and/or the Group's regulatory capital requirements, and such changes may make the Issuer's and/or the 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 and/or the 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 write-down 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 and/or the 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.

1.2.1.17 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 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 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.

1.2.1.18 Restrictions on right to setoff 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 or liquidation. Accordingly, no Noteholder will be entitled to exercise any right of setoff, 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. As a result, the market value of the Notes may be negatively affected.

1.2.1.19 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.

1.2.1.20 Meetings of Noteholders, modification and waivers

The Conditions contain provisions for calling meetings of Noteholders and written resolutions 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 or responded to the relevant written resolution and Noteholders who voted in a manner contrary to the majority. Noteholders are therefore exposed to the risk that changes are made to the Conditions without their consent which may be against the interest of such Noteholder and this may have an adverse effect on the market value of the Notes.

1.2.1.21 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 would be entitled to receive only the net amount of such redemption proceeds or payment after withholding or deduction of the amount required to be withheld or deducted. Therefore, 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 as a result.

1.2.2 Market risks associated with the Notes

1.2.2.1 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 listed and admitted to trading on the regulated market of Nasdaq Copenhagen A/S, there is a risk that the application for listing and admission to trading will not be approved or that an active trading market will not 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.

1.2.2.2 Credit ratings of the Issuer and/or the Notes may change

The Notes are rated Baa3 by the Rating Agency. As regards to the credit rating of the Issuer, see "Risks relating to the financial position of the Group – A downgrade or a potential downgrade in the Group's credit or financial strength ratings could affect its standing in the market and may decrease

premiums and earnings, which may adversely affect its liquidity or capital position, or the cost of raising capital or cause it to incur additional financing obligations." 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 on or 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 the Rating Agency could seek to rate the Notes and if such unsolicited ratings are lower than the comparable rating assigned to the Notes by the Rating Agency, those unsolicited ratings could have an adverse impact on the value and marketability of the Notes.

2. RESPONSIBILITY STATEMENT

2.1 The Issuer's responsibility

The Issuer is responsible for this Prospectus in accordance with Danish law.

2.2 Responsible persons

The following persons are responsible for this Prospectus on behalf of the Issuer.

Supervisory Board of the Issuer

| Jukka Pekka Pertola
Chairman | Steffen Kragh
Deputy Chairman | Jørn Rise Andersen
Board member |
| --- | --- | --- |
| Gunnar Elias Bakk
Board member | Lena Darin
Board member | Charlotte Dietzer
Board member |
| Mengmeng Du
Board member | Thomas Hofman-Bang
Board member | Anne Kaltoft
Board member |
| Mette Osvold
Board member | Tina Snejbjerg
Board member | Mari Thjømøe
Board member |
| Claus Wistoft
Board member | Carl-Viggo Johannes Östlund
Board member | |

Executive Board of the Issuer

| Johan Kirstein Brammer
Group CEO | Barbara Plucnar Jensen
Group CFO | Lars Ulrik Bonde
Group COO |
| --- | --- | --- |
| Alexandra Bastkær Winther
Group CCO | Mikael Kärrsten
Group CTO | |

2.3 Statement

The persons responsible for this Prospectus hereby declare that we have taken all reasonable care to ensure 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.

Further, the Issuer declares that this Prospectus has been approved by the DFSA as the 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 the Issuer 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 (including the statements included in this Prospectus) is hereby signed on behalf of the Issuer by two members of the Executive Board of the Issuer pursuant to special authority from the Board of Directors of the Issuer:

Ballerup, 29 June 2023

For and on behalf of Tryg Forsikring A/S:

Barbara Plucnar Jensen
Group CFO

Lars Ulrik Bonde
Group COO

IMPORTANT NOTICE

3.1 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 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 Man

agers 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.

3.2 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 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 Issuer" and include, among other things, statements addressing matters such as:

The anticipated benefits and cost synergies resulting from the integration of Trygg-Hansa and Codan Norway into the Issuer;
The future impact of economic, political and other developments outside of the Issuer's control on the Group's business, financial condition, results of operations and prospectus.

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 Group's business and the industry in which the Group operates are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other important factors beyond the Group's control that could cause the 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 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 Issuer" for a more complete discussion of the factors that could affect the 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.

3.3 Investment considerations

3.3.1 Floating interest rate

The Notes 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.

3.3.2 All trades in SEK Notes must be in a minimum nominal amount

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

3.3.3 Exchange risks and exchange controls

The Notes are denominated in NOK (in respect of the NOK Notes) and SEK (in respect of the SEK Notes) (the "Notes Currency"). Accordingly, the Issuer will pay principal and interest on the Notes in the applicable Notes Currency. 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 the relevant Notes Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the relevant Notes Currency 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 the relevant Notes Currency would decrease (a) the Noteholder's Currency equivalent yield on the NOK Notes or SEK Notes, as the case may be, (b) the Noteholder's Currency equivalent value of the principal payable on the NOK Notes or SEK Notes, as the case may be and (c) the Noteholder's Currency equivalent market value of the NOK Notes or SEK Notes, as the case may be.

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.

INFORMATION ABOUT THE ISSUER

4.1 Name and legal entity

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

Tryg Forsikring A/S
Klausdalsbrovej 601
DK-2750 Ballerup
Denmark
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 11.2 "Information incorporated by reference" below.

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 (LEI) number 213800BIA5L8OPBER229.

Moreover, the Issuer operates under the following trade names (secondary names):

A/S DANSK BYGNINGS ASSURANCE
A/S Det Københavnske Creditassurance-Compagni
A/S Det Københavnske Garantiforsikringsselskab
A. JESSEN & CO.S EFT. FORSIKRINGSAKTIESELSKAB
AKTIESELSKABET DANSK FOLKEFORSIKRINGSANSTALT-BRAND
AKTIESELSKABET NORDISK BRANDFORSIKRING
Aktsam A/S
Alka Forsikring A/S
ALKA SERVICE A/S
ASSURANCE-COMPAGNIET BALTICA, AKTIESELSKAB
ASSURANCE-COMPAGNIET BALTICA-SKANDINAVIA, AKTIESELSKAB
ASSURANCE-COMPAGNIET GEFION, AKTIESELSKAB
ATLANTICA YACHT INSURANCE A/S
BALTICA ARBEJDSSKADE, FORSIKRINGSAKTIESELSKAB
BALTICA FORSIKRING A/S
BALTICA KAPITAL, FORSIKRINGSAKTIESELSKAB
BALTICA REJSEFORSIKRING, AKTIESELSKAB
BALTICA-SKANDINAVIA INSURANCE COMPANY, LIMITED A/S
BALTICA TRAVEL INSURANCE CO. LTD. A/S
BALTICA UDLANDSFORSIKRING, AKTIESELSKAB
Dansk Exportkreditforsikringsaktieselskab
Dansk Garantiforsikrings-Aktieselskab
DANSK HUSEJERFORSIKRING A/S
Dansk Investerings-Kompagni A/S
Dansk Kautionsforsikrings-Aktieselskab
DANSK KOOPERATIV ASSURANCE A/S
Dansk Kreditforsikrings-Aktieselskab
Dansk Kredit- og Garantiforsikrings-Aktieselskab
DE BALTISKE ASSURANDØRER, AKTIESELSKAB
DUBORGH SKADEFORSIKRING A/S
FDM Forsikring A/S

FORSIKRINGS-AKTIESELSKABET ABSALON
Forsikrings-Aktieselskabet Alka
FORSIKRINGS-AKTIESELSKABET CONCORD
FORSIKRINGS-AKTIESELSKABET DANSKE LLOYD
FORSIKRINGS-AKTIESELSKABET DANSK MERKUR
FORSIKRINGSAKTIESELSKABET KOMPAS
FORSIKRINGSAKTIESELSKABET NYE DANSKE AF 1864
FORSIKRINGSAKTIESELSKABET NYE DANSKE LLOYD
FORSIKRINGS-AKTIESELSKABET PALNATOKE
FORSIKRINGS-AKTIESELSKABET SKANDINAVIA
FORSIKRINGS-AKTIESELSKABET SKJOLD
FORSIKRINGSSELSKABET BALTISK LLOYD, AKTIESELSKAB
FORSIKRINGSSELSKABET DANMARK A/S
FORSIKRINGSSELSKABET FRIBO A/S
INDBRUDSTYVERIFORSIKRINGSAKTIESELSKABET DANMARK
KOMPAS FORSIKRING A/S
KOMPAS REJSEFORSIKRING A/S
KOMPAS TRAVEL INSURANCE CO. LTD. A/S
MAX LEVIG & CO.S EFT. FORSIKRINGSAKTIESELSKAB
MF BILSPORT & MC SPECIALFÖRSÄKRING A/S
MODERNA FÖRSÄKRINGAR SAK A/S
Moderna Garantiforsikring A/S
MODERNA TRYGGHETSFÖRSÄKRINGAR A/S
NORDLYSET ARBEJDSSKADEFORSIKRING A/S
NORDLYSET FORSIKRING A/S
Securator Forsikring A/S
SKADEFORSIKRINGSAKTIESELSKABET ENHJØRNINGEN
SKANDINAVIA REINSURANCE COMPANY, LIMITED A/S
SveLand Sakförsäkring A/S
TELL FORSIKRING A/S
THE BALTICA INSURANCE COMPANY, LIMITED A/S
TJENESTEMÄENDENES FORSIKRING A/S
TJM Forsikring A/S
TRYG-BALTICA FINANSIERINGSAKTIESELSKAB
TRYG-BALTICA FORSIKRING, ARBEJDSSKADEFORSIKRINGSSELSKAB A/S
TRYG-BALTICA FORSIKRING, ARBEJDSSKADEFORSIKRINGSSELSKAB I A/S
TRYG-BALTICA FORSIKRING, ARBEJDSSKADEFORSIKRINGSSELSKAB II A/S
TRYG-BALTICA FORSIKRING, SKADESFORSIKRINGSSELSKAB A/S
TRYG-BALTICA FORSIKRING, SKADESFORSIKRINGSSELSKAB II A/S
TRYG-BALTICA FORSIKRING A/S
TRYG-BALTICA FORSIKRING II A/S
Tryg-Baltica Garanti- og Kautionsforsikring A/S
TRYG-BALTICA REJSEFORSIKRING A/S
TRYG-BALTICA TRAVEL INSURANCE CO. LTD. A/S
TRYG-BALTICA UDLANDSFORSIKRING A/S
TRYG FINANSIERINGSAKTIESELSKAB
TRYG FORSIKRING, ARBEJDSSKADEFORSIKRINGSSELSKAB A/S
TRYG FORSIKRING, ARBEJDSSKADEFORSIKRINGSSELSKAB I A/S
TRYG FORSIKRING, ARBEJDSSKADEFORSIKRINGSSELSKAB II A/S
TRYG FORSIKRING, REJSE OG SUNDHED A/S
TRYG FORSIKRING, SKADESFORSIKRINGSSELSKAB A/S
TRYG FORSIKRING, SKADESFORSIKRINGSSELSKAB II A/S
TRYG FORSIKRING II A/S
Tryg Garantiforsikring A/S
Tryg Garanti- og Kautionsforsikring A/S

Trygg-Hansa Assurances S.A. A/S
TRYGG-HANSA FORSIKRING AF 1999 A/S
Trygg-Hansa Försäkrings AB (publ) A/S
Trygg-Hansa Insurance Company Ltd A/S
Trygg-Hansa Versicherungs AG A/S
TRYG TRAVEL INSURANCE LTD. A/S
TRYGVESTA FORSIKRING A/S
TrygVesta Garantiforsikring A/S
UNI SKADEFORSIKRING A/S
VESTA FORSIKRING A/S
Vesta Garanti Forsikring A/S
VESTA MARINE A/S
VESTA SKADEFÖRSÄKRING A/S

4.2 Country of incorporation and governing law

The Issuer is a public limited liability company incorporated in Denmark and is subject to Danish law.

5. PRESENTATION OF FINANCIAL INFORMATION

5.1 Introduction

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 A/S and 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 Tryg A/S and the Issuer, 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, where stated in 11.2 “Information incorporated by reference” below only, incorporated by reference)	Accounting principles/ basis of preparation
Tryg A/S	Tryg A/S’ annual reports as at and for each of the years ended 31 December 2022 and 2021 with the audited consolidated financial statements forming part thereof audited by Pricewaterhousecoopers Statsautoriseret Revisionspartnerselskab.	IFRS as adopted by the EU
The Issuer	The Issuer’s and parent company’s annual reports as at and for each of the years ended 31 December 2022 and 2021 with the audited consolidated and parent company financial statements forming part thereof audited by Pricewaterhousecoopers Statsautoriseret Revisionspartnerselskab.	IFRS as adopted by the EU

The solvency capital requirement of the Group and the solvency ratio of the Group as set out in section 5.5 of this Prospectus are not included in the above documents, as they are generated by the Issuer's internal calculations. The solvency capital requirement and the solvency ratio are not audited. No further information contained in this Prospectus has been audited.

5.2 Presentation of financial information for the Issuer

This Prospectus incorporates by reference (however only such parts of the financial statements are incorporated into this Prospectus by reference as explicitly set out in 11.2 "Information incorporated by reference" below):

the Issuer's consolidated financial statements (including the notes thereto) as at and for each of the years ended 31 December 2022 and 2021, 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, Pricewaterhousecoopers Statsautoriseret Revisionspartnerselskab (the "Issuer Audited Consolidated Financial Statements")

(the Issuer Audited Consolidated Financial Statements, including 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 Issuer's accounting policies refer to the accounting policies applied in the Issuer's consolidated financial statements as at and for the year ended 31 December 2022.

5.3 Key ratios and alternative performance measures

Tryg A/S 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 the Issuer 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 Issuer, 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 Issuer, represents gross claims divided by gross premium income.

Net reinsurance ratio

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

Claims ratio, net of ceded business

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

Gross expense ratio

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

Combined ratio

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

Alternative performance measures

The following financial measure included in this Prospectus is not a measure of financial performance or liquidity under IFRS, as adopted by the EU or 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, but is defined by management as follows:

Premium growth in local currencies

The Group's reporting currency is the DKK. However, the Group's significant international operations give rise to fluctuations in foreign exchange rates. To neutralise foreign exchange impact and illustrate the underlying change in gross premium income from one year to the next, the Group has adopted the practice of discussing results in both reportable currency (local currency results translated into DKK at the prevailing foreign exchange rate) and constant currency. The most important of these other functional currencies are NOK and SEK.

Premium growth in local currencies, as calculated by the Group, represents gross premium income for the current year (year X) translated from local currencies into DKK by applying fixed exchange rates minus gross premium income for the preceding year (year X-1) translated from local currencies into DKK by applying the same fixed exchange rates divided by gross premium income for the preceding year (year X-1) translated from local currencies into DKK by applying the same fixed exchange rates. The fixed exchange rates are the average gross premium income weighted exchange rates for the preceding year (year X-1).

The table below presents a reconciliation of the gross premium income to gross premium income for the Group including pro-forma adjustments for Trygg-Hansa and Codan Norway and excluding currency adjustments for the years ended 31 December 2022 and 2021.

	Year ended 31 December
	2022	2021 (DKK billions)
Gross premium income	33.9	24.1
Adjustment for currency and pro-forma Trygg-Hansa and Codan Norway	3.8	11.5
Gross premium income including pro-forma ad-	37.7	35.6

justments for Trygg-Hansa and Codan Norway and excluding impact from changes in currency exchange rates

5.4 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.

5.5 Solvency capital requirement and minimum capital requirement

The solvency capital requirement ("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 Group for a 99.5% solvency level with a one-year horizon, which means that the 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.

The minimum capital requirement ("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.

Tryg Forsikring A/S (parent company) had end year 2022 a solvency capital requirement of DKK 7,991 million and own funds of DKK 15,940 million corresponding to a solvency ratio of 199.

The Group had end year 2022 a solvency capital requirement of DKK 7,965 million and own funds of DKK 15,963 million corresponding to a solvency ratio of 200.

Tryg A/S (consolidated) had end year 2022 a solvency capital requirement of DKK 7,966 million and own funds of DKK 16,012 million corresponding to a solvency ratio of 201.

The table below presents the solvency ratio for Tryg Forsikring A/S (parent company), the Group and Tryg A/S (consolidated) for the years ended 31 December 2022, 2021 and 2020.

Solvency ratio:	Year ended 31 December
	2022	2021	2020
Tryg Forsikring A/S (parent company)...	199	187	187
Group	200	187	187
Tryg A/S (consolidated)	201	188	183

5.6 Proforma measurements

Trygg-Hansa Försäkring and Codan Norway were merged into the Issuer on 1 April 2022 and Holmia Livförsäkring AB was acquired as part of the merger forming part of the Transaction (as defined below) (the "Acquired Businesses"). Following the merger, the results of Trygg-Hansa, Codan Norway and Holmia Livsförsäkring are included in the result of the Group from 1 April 2022.

As the acquisition date was 1 April 2022, the Acquired Businesses have not impacted the Group's premium income or net income for the first quarter of 2022. Due to the ongoing system integration of the acquired activities, including the migration of policy administration systems, it is not possible to publish the full year premium income and net income for the Acquired Businesses separately. If the acquisition date would have been 1 January 2022 instead of 1 April 2022, the premium income of the Group would have been DKK 36.5 billion and net income of the Group would have been DKK 2.1 billion. The figures are preliminary. The determination of these pro forma amounts for premium income and net income for the period to the acquisition is based on the following significant assumptions:

Premiums and claims have been calculated on the basis of the fair values determined in the acquisition balance sheets for premium and claims provision, rather than the original carrying amounts.
Other costs, including amortization of intangible assets, have been calculated on the basis of the fair values determined in the acquisition balance sheets, rather than the original carrying amounts.

The Group pro-forma premium growth for 2022 compared to 2021 in local currencies was 5.9%.

5.7 Synergies

On 18 November 2020, Tryg A/S announced that it had agreed to the terms of a transaction with Intact Financial Corporation ("Intact") and RSA Insurance Group plc ("RSA") pursuant to which Intact, through a wholly owned subsidiary, acquired RSA (the "Acquisition"). The subsidiaries of RSA that operate in Denmark, Norway and Sweden ("RSA Scandinavia") have been separated from the RSA (the "Scandinavia Carve-Out") upon completion of the Acquisition ("Completion"). Following the Scandinavia Carve-Out and Completion, a demerger took take place to deliver the Swedish and Norwegian businesses of RSA Scandinavia (being Trygg-Hansa and Codan Norway) to the Issuer, and the Danish business (being "Codan Denmark") to a newly established Danish wholly-owned limited liability subsidiary ("NewCo") of Scandi JV Co A/S with the Danish business of RSA Scandinavia (being Codan Denmark) being co-owned by Intact and Tryg A/S on a 50/50 economic basis (the "Demerger", with the Demerger and the Scandinavia Carve-Out referred to as the "Separation" and the Acquisition and Separation referred to as the "Transaction"). The Separation has been fully completed and thus Trygg-Hansa and Codan Norway have been fully integrated into the Issuer in April 2022.

Codan Norway and in particular Trygg-Hansa have strong skills in digitalisation and customer onboarding, which the Issuer plans to further develop. The Issuer believes it 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 Issuer expects that it will be able to realise annualised pretax synergies of approximately DKK 900 million by 2024 in relation to the Transaction (of which approximately DKK 350 million were originally at the time of Completion of the Transaction expected to be realised in 2022 and DKK 650 million in 2023), approximately 80% of which were expected to be cost synergies. The prevalence of cost versus revenue synergies contributes to the Issuer's level of confidence about the expected Acquisition-related synergies, including because of cost synergies are generally more quickly realised than revenue synergies. These cost synergies relate primarily to the Swedish business and stem from the Issuer's expected lower administration costs in part as a result of personnel streamlining and scale advantages in procurement and systems integration.

Synergies from the Transaction amounted to DKK 406 million in 2022 and therefore exceed the targeted DKK 350 million. The DKK 406 million of synergies can be split into DKK 250 million from administration and distribution, DKK 61 million from Commercial synergies, DKK 55 million from procurement synergies and DKK 40 million from claims synergies.

5.8 Subordinated loan capital

The below chart shows the subordinated loans of the Issuer as of the date of this Prospectus.

Loan (status and amount)	Issue Date (year)	Interest structure	First Call	Maturity
Restricted Tier 1 – SEK 0.7billion^{1}	2018	2.5 % above STIBOR 3M	October 2023	Perpetual
Tier 2 – NOK 1.4billion	2015	2.75% above NI-BOR 3M (until 2025)
3.75% above NI-BOR 3M (from 2025)	November 2025	2045
Restricted Tier 1 – SEK 1.0 billion	2021	2.4 % above STIBOR 3M	February 2026	Perpetual
Tier 2 – SEK 1.3 billion	2021	1.15% above NI-BOR 3M (until 2031)
2.15% above NI-BOR 3M (from 2031)	November 2026	2051
Tier 2 – NOK 0.85 billion	2021	1.25 % above NI-BOR 3M (until 2031)
2.25 % above NI-BOR 3M (from 2031)	May 2027	2051
Restricted Tier 1 – SEK 0.9 billion	2023	3.5 % above STIBOR 3M	March 2028	Perpetual
Restricted Tier 1 – SEK 0.6 billion	2023	3.45 % above NI-BOR 3M	March 2028	Perpetual

1) In March 2023 Tryg Forsikring A/S repurchased SEK 414m of the SEK 700m Restricted Tier 1 loan with call date in October 2023.

5.9 Investment activities

Capital markets experienced highly challenging developments in 2022, geopolitical tensions were and remain very high following Russia's invasion of Ukraine, the year saw the return of inflation to levels not seen in the last forty years and central banks have been rapidly increasing interest rates

trying to tame this development. All this point to a difficult start of 2023 where most analysts expect some form of economic contraction for most advanced economies.

The total market value of the Group's investment portfolio was DKK 63 billion at year-end 2022. The investment portfolio consists of a match portfolio (matching the insurance liabilities and structured to minimize capital consumption) of DKK 45 billion and a free portfolio (the net asset value of the company) of DKK 18 billion.

The investment return for the full year 2022 was DKK -1,261 million (DKK 709 million in 2021). The free portfolio showed a result of DKK -945 million (DKK 870 million in 2021) driven by high volatility and challenging capital markets conditions in nearly all asset classes while the match portfolio reported a result of DKK 58 million (DKK 134 million in 2021) primarily driven by narrowing Nordic covered bonds credit spreads and a decreasing DK-EU yield spread. H1 2022 was primarily characterized by widening credit spreads and increasing DK-EU yield spread, while H2 2022 and especially Q4 2022 was characterized by more positive markets and narrowing credit spread and DK-EU yield spread contributing to a positive Match portfolio result for the full-year 2022. Other financial income and expenses totalled DKK -374 million (DKK -295 million in 2021), the higher level (compared to the full year 2021) is primarily driven by somewhat higher interest expenses on the subordinated loans and the Q3 2022 negative value adjustment on the Trygg-Hansa inflation swap.

5.9.1 Free Portfolio

Financial markets have experienced a highly challenging year in 2022. Geopolitical tensions were at the highest level in recent memory, Russia's invasion of Ukraine brought back war at the doorstep of Europe following two years characterized by the Covid-19 pandemic. Bottlenecks in the most advanced economies started with logistics issues under Covid-19 while energy costs increased sharply following the Russian invasion of Ukraine, all this contributed to a huge spike in inflation to levels not seen in the last forty years. Central banks have rapidly and repeatedly increased interest rates to try to tame the inflation development. Against this challenging backdrop, equities valuation have fallen, interest rates increased and property markets started to weaken. The Issuer's free portfolio produced a total result of DKK - 945 million (DKK 870 million in 2021), all main asset classes but properties produced negative returns. Tryg's equity portfolio reported a - 15.7% (18.9% in 2021) return, corporate bonds (a small asset class for Tryg) reported a - 15.4% (0.3% in 2021) while properties reported a 10.4% (12.5% 2021) return. The free portfolio (the net asset value of the company) totalled DKK 18 billion at the end of 2022.

5.9.2 Match Portfolio

The Group's match portfolio of DKK 45 billion is primarily made up by Nordic covered bonds with the purpose of matching the insurance liabilities while keeping the capital consumption low. The result of the match portfolio is the difference between the return on match portfolio and the amount transferred to the technical result. The result can be split into a "regulatory deviation" and a "performance result". The "regulatory deviation" reported a positive contribution of DKK 218 million (DKK 78 million in 2021) due to a smaller difference between Danish and European yields. The "performance" result was DKK -160 million (DKK 56 million in 2021), despite a positive contribution in Q4 2022, because of widening Nordic covered bonds spreads, earlier in the year, which hit the performance negatively.

5.9.3 Other financial income and expenses

Other financial income and expenses include primarily the interest expenses related to outstanding subordinated debt, the cost of currency hedges to protect shareholders' equity, the cost of running the investment operations and other general costs. Other financial income and expenses of the

Group totalled DKK –374 million (DKK -295 million in 2021). The higher level compared to 2021 is primarily driven by the negative value adjustment on the Swedish inflation swap booked in Q3 2022 and a generally higher level of interest rates that increase the interest expenses on the subordinated loans (DKK 151 million vs DKK 107 million in 2021).

The below charts show the Group's return on investments for the years ended 31 December 2022 and 2021.

Key figures - Investments	2022	2021
DKK million
Free portfolio, gross return	-945	870
Match portfolio, regulatory deviation and performance	58	134
Other financial income and expenses	-374	-295
Total investment return	-1.261	709

Return - free portfolio
Investment assets

DKK million	2022	2022%	2021	2021%	31.12.2022	31.12.2021
Bonds	-427	-7,5	-35	-0,9	6,034	3,896
Credit bonds	-420	-15,4	5	0,3	2,979	2,154
Investment grade credit	-155	-15,4	2	0,3	1,199	784
Emerging market bonds	-120	-15,2	-1	0,0	1,039	709
High-yield bonds	-144	-15,4	4	0,7	742	661
Diversifying Alternatives¹	-40	-3,3	-10	-1,0	1,239	1,021
Equity	-525	-15,7	506	18,9	3,182	2,710
Real Estate	467	10,4	404	12,5	4,222	3,233
Total	-945	-5,8	870	7,0	17,656	13,014

1) Diversifying Alternatives consists of CAT Bonds and hedging instruments

Return - match portfolio

DKK million	2022	2021
Return, match portfolio	-2,433	-332
Value adjustments, changed discount rate	3,419	528
Transferred to insurance technical interest	-928	-62
Match, regulatory deviation and performance	58	134
Hereof:
Match, regulatory deviation	218	78
Match, performance	-160	56

5.10 Combined ratio

The below chart shows the combined ratio of the Group from 2020 to 2022.

Combined ratio
	Year Ended 31 December
2022	82.2
2021	84.5
2020	84.5

BUSINESS OF THE ISSUER

Investors should read this "Business of the Issuer" 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 Issuer" and "Additional Information—Information incorporated by reference" and which is incorporated by reference into Prospectus as set out therein.

6.1 Overview

The Issuer is a leading Scandinavian non-life insurer dating back to the 18th century with a strong presence in Denmark, Sweden and Norway. In Denmark, the Issuer is the largest player with a market share of 22% based on gross premium income (based on Q4 2021 statistics from Forsikring og Pension). In Norway and Sweden, the Issuer's market shares are 14% and 17% based on gross premium written/income (based on Q4 2022 statistics from Finans Norge and Svensk Försäkring), respectively including Codan Norway and Trygg-Hansa.

In Denmark, Sweden and Norway, the Issuer operates in the areas: Private, Commercial and Corporate. Credit and surety insurance is offered in Denmark, Norway, Sweden, Finland, the Netherlands, Belgium, Austria, Switzerland and Germany. The Issuer is fully owned by Tryg A/S. The Issuer is organised in three main business segments, Private, Commercial and Corporate.

Private encompasses the sale of insurance products to private individuals in Denmark, Sweden and Norway. Distribution channels include call centres, the internet, the Issuer's own agents, Alka (Denmark), franchisees (Norway), partnership agreements, car dealers, real estate agents and Danske Bank A/S ("Danske Bank") branches.

Commercial encompasses the sale of insurance products to small and medium-sized businesses in Denmark, Sweden and Norway under the brands 'Tryg', 'Trygg-Hansa' and 'Tryg Garanti' which specialises in surety and credit insurance. Distribution channels include the Issuer's own sales force, insurance brokers, Alka (Denmark), franchisees (Norway), customer centres as well as partnership agreements and Danske Bank.

Corporate sells insurance products to corporate customers under the brands 'Tryg' in Denmark and Norway and 'Trygg-Hansa' in Sweden. Distribution channels include the Issuer's own sales force and insurance brokers. Moreover, customers with international insurance needs are serviced by Corporate through its cooperation with the AXA Group. From 2023, these customers will be served through a global network partnership with RSA.

The table below shows the Group's consolidated gross premium income by operating segment for the year ended 31 December 2022.

| | Year Ended
31 December |
| --- | --- |
| | 2022 |
| | (DKK million) |
| Private | 21,960 |
| Commercial | 8,350 |
| Corporate | 3,628 |
| Total | 33,938 |

6.2 History

Tryg A/S 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 Group's Danish operations, now the Issuer, was originally established in 1731 as Kjøbenhavns Brand, by a Danish Royal Decree, following the great Copenhagen fire in 1728. The Issuer'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. In the last years, Tryg A/S has been involved in the following transactions:

In December 2017, Tryg A/S 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 A/S' consolidated results from 8 November 2018 and merged into the Issuer on 1 April 2019.
In November 2020, Tryg A/S announced that Tryg A/S 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 June 2021, Tryg A/S announced the sale Codan Danmark to Alm. Brand A/S.
In April 2022, Tryg A/S announced the approval of the sale of Codan Denmark to Alm. Brand A/S and launch of share buyback programme.
In April 2022, the Swedish and Norwegian parts of RSA was integrated fully into the Issuer.

6.3 Legal structure

6.3.1 Current structure of the Group

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

Group chart at 1 June 2023. Companies and branches are wholly owned by Danish owners and domiciled in Denmark, unless otherwise stated.

Company

Branch

The principal operating company of the Group is the Issuer which operates the majority of the business, including through its Norwegian and Swedish branches. The Group maintains licences for life insurance businesses in Denmark and Sweden; a small amount of the Group's business is classified as life insurance and thus conducted through the life insurance companies.

6.4 Reinsurance

Reinsurance is used to reduce the underwriting risk in situations where this cannot be achieved to a sufficient degree via ordinary diversification. The main components of the reinsurance programme as of 1 January 2023 are:

In case of major events involving damage to buildings and contents to cover a loss defined by the Solvency II Standard Scenario which corresponds to a 1 in 200 year event. Retention for such events is DKK 300 million.
In addition Tryg A/S has bought a specific cover for aggregation of natural disasters with a retention of DKK 500 million.
The Issuer has also taken out reinsurance on a per risk basis for large claims occurring in business lines with very high sums insured. Retention for large claims is DKK 150 million, gradually dropping to DKK 50 million.
The Issuer has a reinsurance cover of other lines 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. This risk is handled by applying a wide range of reinsurers with a suitable rating and adequate capital level as defined by the Supervisory Board.

6.5 Credit ratings

Moody's, a major international credit rating agency, has rated the 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" Insurance Financial Strength Rating with stable outlook to the Issuer. This rating was affirmed on 21 April 2022.

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 "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.

6.6 Legal proceedings

As of the date of this Prospectus, the 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 Group's financial position or profitability. However, the 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 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—The Group is involved in ongoing litigations and may in the future become subject to litigation, regulatory investigations and sanctions".

Danish Consumer Ombudsman

On 28 January 2019, Alka (which is now part of the Issuer) received an indictment from the Danish prosecution service with a claim for payment of DKK 16.9 million for alleged violations of the 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 court hearing 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 was appealed by the Issuer and the High Court overturned the decision on the 1 June 2022. The case has now been appealed by the Danish prosecution service to the Supreme Court, where it is expected to be heard on 18 September 2023. Although any potential fine ultimately imposed on the Issuer is expected to be insignificant in the context of the Group's business, even in a worst-case scenario, there is a risk of reputational damage for the Group in relation to this matter if the High Court's decision is overturned on appeal.

In a letter dated 27 October 2020, the Danish Consumer Ombudsman informed the Group that it had assessed that the Group's insurance price increases (which were not notified to the relevant customers) from March 2016 through February 2020 and which were in excess of usual indexation, lacked a legal basis. According to the Danish Consumer Ombudsman, customers affected by these price increases and whose claims are not time barred or lost due to passivity have a repayment claim against the Group. In April 2022, the Danish Consumer Ombudsman brought the case before the Danish Maritime and Business Court. The hearing is not yet scheduled. In addition to the possible repayment to affected customers, there is also a risk of reputational damage for the Group, which, in particular given its business model, may be susceptible to lower customer retention rates as a result of general scepticism towards autorenewals.

6.7 Information technology

Operational risk

Operational risk relates to errors or failures in internal procedures, fraud, breakdown of infrastructure, IT security and similar factors. As operational risks are mainly internal, the Group focuses on an adequate control environment for its operations. In practice, this work is organised by means of procedures, controls and guidelines cover-

ing the various aspects of the Group's operations. The Supervisory Board defines the overall framework for managing operational risk in the Issuer's Operational risk policy and in the Information Security Policy.

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

Compliance risk

Compliance risk means the risk of the Issuer being subject to legal sanctions, authority sanctions, suffering financial losses or deterioration of reputation due to non-compliance with legislation, market standards or internal regulations. The Compliance Function must control, assess and report whether the Issuer's methods and procedures for complying with the legislation are reliable and function effectively.

The compliance functions conducts a risk assessment annually and identifies the areas to be reviewed in the coming year. The Compliance Function continuously deals with the identified compliance risks until they are mitigated and monitors and assesses whether any new risks are being handled. In addition, the Compliance Function also provides ongoing training in compliance matters, e.g. Code of conduct and GDPR training as part of the Group's mandatory compliance training courses. In 2022, 99% of the Group's employees completed and passed the training on time.

ESG AND SUSTAINABILITY

The section “ESG and Sustainability” on pages 28-34 of the Issuer’s annual report 2022 is incorporated into this Prospectus by reference, see 11.2 “Information incorporated by reference”.

CAPITAL AND RISK MANAGEMENT

The section "Capital and risk management" on pages 24-27 of the Issuer's annual report 2022 is incorporated into this Prospectus by reference, see 11.2 "Information incorporated by reference".

SUPERVISORY BOARD AND EXECUTIVE BOARD

9.1 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	2024
Steffen Kragh	Deputy Chairman	2023	2024
Jørn Rise Andersen	Board member	2019	2024
Gunnar Elias Bakk	Board member	2017	2026
Lena Darin	Board Member	2022	2026
Charlotte Dietzer	Board member	2020	2026
Mengmeng Du	Board member	2021	2024
Thomas Hofman-Bang	Board member	2022	2024
Anne Kaltoft	Board Member	2023	2024
Mette Osvold	Board member	2022	2026
Tina Snejbjerg	Board member	2010	2026
Mari Thjømøe	Board member	2012	2024
Claus Wistoft	Board member	2019	2024
Carl-Viggo Johannes Östlund	Board member	2015	2024

Biographies

Jukka Pekka Pertola (born 1960, Finnish nationality) has been a member of the Supervisory Board of the Issuer and the Supervisory Board of Tryg A/S since March 2017 and has been Chairman since March 2018. Jukka Pekka Pertola is Chairman of the Supervisory Board of, GN Store Nord A/S (listed on Nasdaq Copenhagen), Siemens Gamesa Renewable Energy A/S, COWI Holding A/S, Gomspace A/S, Gomspace Group AB (publ.) (listed on Nasdaq First North Growth Market Sweden), GN Hearing A/S and GN Audio A/S. Also, Jukka Pekka Pertola is a board member of Asetek A/S. Jukka Pekka Pertolas holds an MSc in Electrical Engineering.

Steffen Kragh (born in 1964, Danish nationality) has been a member of the Supervisory Board of the Issuer and a member of the Supervisory Board of Tryg A/S since March 2023. Steffen Kragh is currently Chairman of the Supervisory Boards of Lundbeckfonden (including Lundbeckfond Invest A/S). Various Egmont companies (including Nordisk Film A/S, Lindhardt og Ringhof A/S, Cappelen Damm AS) and a board member of the Supervisory Board of various Egmont companies. Also, Steffen Kragh is a member of the Investment Committee in Lundbeckfonden. Steffen Kragh is currently President & CEO of Egmont Fonden and Egmont International Holding A/S and he holds an MSc in Economics and an MBA.

Jørn Rise Andersen (born in 1956, Danish nationality) has been a member of the Supervisory Board of the Issuer and a member of the Supervisory Board of Tryg A/S since March 2022. In addition, Jørn Rise Andersen is currently Chairman of Tjenestemændenes Laaneforening and Dansk Told and Skatteforbunds Fælleslegat as well as Chairman of the Supervisory Board of TryghedsGruppen SMBA. Also, Jørn Rise Andersen is a member of the

Supervisory Boards of TJM Forsikring, Lån og Spar Bank A/S, Interesseforeningen, Fondet af 1844, Fagbevægelsens Hovedorganisation (the Trade Union Central Organisation), CO10 (The Central Organisation of 2010) and Forenede Gruppeliv. Jørn Rise Andersen has an education from the Danish Customs Authorities, various accounting educations (business diploma level) such as internal and external accountant, Organisation and Tax Law.

Gunnar Elias Bakk (born 1975, Danish nationality) has been a member of the Supervisory Board of the Issuer and the Supervisory Board of Tryg A/S since March 2017 as an employee representative and is a member of the IT Data Committee in Tryg. Gunnar Elias Bakk is currently serving as Product & Strategic Engagement Manager at TryggHansa branch of the Issuer. Gunnar Elias Bakk graduated from Norra Real Gymnasium and holds a degree from Føretagsekonomiska Institut Stockholm in financial services & insurance and a Supervisory Board education for new board members at the Insurance Academy.

Lena Darin (born in 1961, Swedish nationality) has been a member of the Supervisory Board of the Issuer and a member of the Supervisory Board of Tryg A/S as an employee representative since March 2022. Lena Darin is currently Chairman of Akademikerforeningen of TryggHansa and she serves as Liability Claims Lawyer in the Profession and Entrepreneur Claims department at TryggHansa, branch of the Issuer. Lena Darin has an education as Cand.jur/LLM.

Charlotte Dietzer (born 1974, Danish nationality) has been a member of the Supervisory Board of the Issuer and the Supervisory Board of Tryg A/S since March 2020 as an employee representative and is a member of the IT Data Committee in Tryg. Charlotte Dietzer is currently serving as Manager advisor in Claims Denmark. Charlotte Dietzer has an insurance education from the Insurance Academy (level 5) and a Supervisory Board education for new board members at the Insurance Academy.

Mengmeng Du (born in 1980, Swedish nationality) has been a member of the Supervisory Board of the Issuer and a member of the Supervisory Board of Tryg A/S since March 2022. Mengmeng Du is currently a board member of the Supervisory Boards of Domatic Group AB, Swappie Oy and Clas Ohlson AB. Mengmeng Du holds an M.Sc. in Economics Business Administration from Stockholm School of Economics and an M.Sc. in Computer Science from Royal Institute of Technology (KTH).

Thomas Hofman-Bang (born 1964, Danish nationality) has been a member of the Supervisory Board of the Issuer and a member of the Supervisory Board of Tryg A/S since March 2022. In addition, Thomas-Hofman-Bang is currently Chairman of the Supervisory Board of CBS Academic Housing, Deputy Chairman of the Supervisory Board of Bikubenfonden, a member of the Supervisory Board of Tranes Fond, K Alternativ Private Equity 2019 K/S, K Alternativ Private Equity 2020 K/S, K Alternativ Private Equity 2021 K/S, K Alternativ Private Equity 2022 K/S, K Alternativ Private Equity 2023 K/S and currently also serves as CEO of the Danish Industry Foundation. Thomas Hofman-Bang graduated as Certified Public Accountant in 1994.

Anne Kaltoft (born in 1961, Danish nationality) has been a member of the Supervisory Board of the Issuer and a member of the Supervisory Board of Tryg A/S since March 2023. Anne Kaltoft is currently a member of the Supervisory Board of TryghedsGruppen smba and a member of TrygFonden's Funds Committee. She is currently serving as CEO of Hjerteforeningen. Anne Kaltoft is Cand.med., cardiology specialist, has a Ph.D in cardiology, a Master of Public Management and is BPL educated (in the Business Leadership Program.)

Mette Osvold (born in 1978, Norwegian nationality) has been a member of the Supervisory Board of the Issuer and a member of the Supervisory Board of Tryg A/S as an employee representative since March 2022.

Mette Osvold is currently Chairman of the Supervisory Board of Finansforbundet in Tryg and she serves as Deputy Manager within Development, IT & HR in Tryg, Bergen. Mette Osvold holds a BA in Business and education within Finance for Managers from Oxford Brookes University, Executive programme from Norwegian School of Economics, Executive management program from Norwegian Business School and Executive programme from Høyskolen Kristiania.

Tina Snejbjerg (born 1962, Danish nationality) has been member of the Supervisory Board of the Issuer as an employee representative and of the supervisory board of Tryg A/S 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), and internal insurance courses.

Mari Thjømøe (born 1962, Norwegian nationality) has been a member of the Supervisory Board of the Issuer and a member of the Supervisory Board of Tryg A/S since April 2012. Mari Thjømøe is serving as Chairman of the Supervisory Board of Seilsport Maritimt Forlag AS and ThjømøeKranen A/S and member of the Supervisory Board of Norconsult AS, Norconsult Holding, Varme og Bad AS, FCG Fonder AB, Hafslund AS, Deezer S.A. and SINTEF Eiendom Holding AS. Mari Thjømøe holds an MSc in Economy and Business Administration, is a chartered Financial Analyst (FCA) has completed the Senior Executive Programme from London Business School and Effective Board Management from Harvard Business School.

Claus Wistoft (born 1959, Danish nationality) has been a member of the Supervisory Board of the Issuer and the Supervisory Board of Tryg A/S as well as TryghedsGruppen smba since March 2019. Claus Wistoft is currently 1st Deputy Mayor of Syddjurs Municipality in Denmark, CEO of Demex Holding A/S and C.W Holding ApS, member of the Finance Committee, Agriculturalist with milk and energy production, tenanted properties and project development of building sites. Also Claus Wistoft is member of the board of representatives of Velliv Foreningen F.M.B.A. Claus Wistoft is currently serving ad a member of the Supervisory Boards of Seidelmann Holding ApS, Houmarken A/S, Lyngfeldt Maskinudlejning ApS, Lyngfeldt A/S, Lyngfeldt Finansiering A/S, K/S Prinz Carl Anlage I and Ejendomsfonden - Maltfabrikken. Claus Wistoft has an agricultural eduction from Bygholm Agricultural College, has completed several business courses and has completed a Supervisory Board education for new board members at the Insurance Academy.

Carl-Viggo Johannes Östlund (born 1955, Swedish nationality) has been a member of the Supervisory Board of the Issuer and a member of the Supervisory Board of Tryg A/S 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. Carl-Viggo Johannes Östlund is currently Chairman of the Supervisory Boards of Ponture AB, Nedvi Fastigheter AB, Gladsheim Fastigheter AB, Picsmart AB, Juvinum Food & Beverage AB, Coeli Finans AB and Fondo Solutions AB. In addition, Carl-Viggo Östlund is a member of the Supervisory Boards of Allert Östlund AB, Goobit Group AB and Havsgaard AB and Yvonne Media Group AB. Carl-Viggo Östlund holds a BSc in International Business and Finance & Accounting at Stockholm School of Economics.

9.2 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 Group	Year of appointment to current position(s) within the Group
Johan Kirstein Brammer	Group CEO	2016	2023
Barbara Plucnar Jensen	Group CFO	2019	2019
Lars Ulrik Bonde	Group COO	1998	2011
Alexandra Bastkær Winther	Group CCO	2020	2023
Mikael Kärrsten	Group CTO	2022	2023

Biographies

Johan Kirstein Brammer (born 1976, Danish nationality) has been CEO of the Issuer and Tryg A/S since June 2023. 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.

Barbara Plucnar Jensen (born 1971, Danish nationality) has been CFO of the Issuer and Tryg A/S since 2019. Barbara Plucnar Jensen is currently a member of the supervisory board of Kapitalforeningen Tryg Invest Funds, Nordsøenheden and Scandi JVCo 2 A/S. Barbara Plucnar Jensen holds a Master of Science in Economics.

Lars Ulrik Bonde (born 1965, Danish nationality) has been COO of the Issuer and Tryg A/S since 2006. Lars Ulrik Bonde is chairman of the supervisory board of Forsikringsakademiet A/S, Tryg Livsforsikring A/S and P/F Betri Trygging and member of the supervisory board of Danish Employers' Association for the Financial Sector, and Scandi JVCo 2 A/S. Lars Ulrik Bonde holds an LL.M from the University of Copenhagen, Denmark and Insurance education from Forsikringsakademiet A/S, Denmark.

Alexandra Bastkær Winther (born 1985, Danish nationality) has been CCO of the Issuer and Tryg A/S since March 2023. Alexandra Bastkær Winther holds a Mphil in Finance, University of Cambrig and a Master of Economics, University of Copenhagen.

Mikael Kärrsten (born 1975, Swedish nationality) has been CTO of the Issuer and Tryg A/S since March 2023. Mikael Kärrsten is currently a member of the Supervisory Board of Trafikförsäkringsföreningen. Mikael Kärrsten holds a Master in Business Economics.

9.3 Business address

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

9.4 Statement on conflict of interest

Except for the Supervisory Board members Jørn Rise Andersen, Claus Wistoft and Anne Kaltoft who have been elected by the general meeting following a nomination by Tryg A/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. Jørn Rise Andersen is chairman of the supervisory board of TryghedsGruppen and Claus Wistoft and Anne Kaltoft 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 and their private interests and/or other duties, except for the members of the Supervisory Board, Jørn Rise Andersen, Claus Wistoft and Anne Kaltoft, 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 Group has an equity interest in such company or because the Group and the Issuer have an ongoing business relationship, except for the members of the Supervisory Board Jørn Rise Andersen, Claus Wistoft and Anne Kaltoft, for the reasons set out in the paragraph above. However, the 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.

10. SHAREHOLDERS

10.1 Major shareholders

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

As at the date of this Prospectus, Tryg A/S owns 1,9% of the shares of Tryg A/S (treasury shares) and TryghedsGruppen owns approximately 47.2% of the shares of Tryg A/S and thereby indirectly the shares of the Issuer, disregarding the treasury shares. 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.

11. ADDITIONAL INFORMATION

11.1 Names and address of the Issuer's statutory auditor

The Issuer Audited Consolidated Financial Statements covering the financial years ended 31 December 2021 and 31 December 2022, respectively, have been prepared in accordance with IFRS as adopted by the EU and have been audited by Pricewaterhousecoopers Statsautoriseret Revisionspartnerselskab.

The name and address of the Issuer's independent auditors for the financial years ended 31 December 2021 and 31 December 2022, respectively, are as follows:

Pricewaterhousecoopers Statsautoriseret Revisionspartnerselskab
Strandvejen 44
DK-2900 Hellerup
Denmark

Pricewaterhousecoopers Statsautoriseret Revisionspartnerselskab was represented by Christian Fredensborg Jakobsen (identification no (MNE) mne16539), State Authorised Public Accountant, and Per Rolf Larssen (identification no (MNE) mne24822), 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 2021 and 31 December 2022, respectively, were signed by Christian Fredensborg Jakobsen and Per Rolf Larssen.

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

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.

11.2 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.

Document/information	Pages(s)
Tryg Forsikring A/S
Consolidated financial statements as at and for the year ended 31 December 2022
(https://tryg.com/en/dokumenter/trygcom/tryg-forsikring/s-annual-report-2022.pdf)
Statement by the Supervisory Board and the Executive	44-45

Document/information	Pages(s)
Board
Independent auditor's report	46-50
Tryg Forsikring Group Financial highlights, including notes	51-101
Consolidated financial statements as at and for the year ended 31 December 2021
(https://tryg.com/en/dokumenter/trygcom/tryg-forsikring-annual-report-2021.pdf)
Statement by the Supervisory Board and the Executive Board.	39
Independent auditor's report	40-43
Tryg Forsikring Group Financial highlights, including notes	44-95
Managements review forming part of the Issuer's annual report for 2022
(https://tryg.com/en/dokumenter/trygcom/tryg-forsikring/s-annual-report-2022.pdf)
Capital and risk management	24-27
ESG & Sustainability	28-34

11.3 No material adverse change and no significant change

Save as disclosed in this Prospectus, since 31 December 2022, (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 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.

11.4 Securities depository and form of Notes

The NOK Notes are in bearer form and are issued in uncertificated book entry form in accounts with Verdi-papirsentralen ASA (trading as Euronext Securities Oslo), Tollbugata 2, 0152, Norway. The SEK Notes are in bearer form and are issued in uncertificated book entry form in accounts with VP Securities A/S, Nicolai Eigtveds Gade 8, DK-1402 Copenhagen, Denmark.

11.5 VPS Agent and VP Agent

Danske Bank A/S, Holmens Kanal 2-12, DK-1092 Copenhagen K, Denmark acts as VPS Agent in respect of the NOK Notes and VP Agent in respect of the SEK Notes.

11.6 Representation of Noteholders

No provisions on representation of the Noteholders apply. The power of the meetings of noteholders to inter alia appoint and elect a representative on behalf of the Noteholders pursuant to the Danish Capital Markets Act is regulated in Condition 19.1 of the NOK Notes and the SEK Notes, respectively

11.7 First day of trading of the Notes on Nasdaq Copenhagen A/S

The Issuer expects the first day of trading of the Notes on the regulated market of Nasdaq Copenhagen A/S to be 30 June 2023.

11.8 Credit rating of the Notes

the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, 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.

12. 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 Group is a party which could result in any member of the 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.

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 Group's business and markets. Unless otherwise indicated, such information is based on the Group's analysis of multiple sources, including information from Insurance & Pension Denmark (Forsikring & Pension), Insurance Sweden (Svensk Försäkring) and Finance Norway (Finans Norge). 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 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.

This Prospectus does not include any statement or report attributed by the Issuer to any person as an expert.

DOCUMENTS AVAILABLE

Copies of the following documents are available for inspection on the 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;
the Issuer Audited Consolidated Financial Statements (see https://tryg.com/en/dokumenter/trygcom/tryg-forsikring-annual-report-2021.pdf and https://tryg.com/en/dokumenter/trygcom/tryg-forsikring/s-annual-report-2022.pdf); and
Management's review forming part of the Issuer's annual report for 2022 (https://tryg.com/en/dokumenter/trygcom/tryg-forsikring/s-annual-report-2022.pdf)
this Prospectus.

The information on the Group's website does not form part of this Prospectus, is not incorporated by reference into this Prospectus, unless specifically stated in 11.2 "Information incorporated by reference", and has not been scrutinised or approved by the DFSA, unless otherwise specifically stated herein. See also 11.2 "Information incorporated by reference".

USE OF PROCEEDS

15.1 The Notes

An amount equal to the net proceeds from the issuance of (i) the NOK Notes being approximately NOK 600,000,000, and (ii) the SEK Notes being approximately SEK 900,000,000, has been applied by the Issuer for its general corporate purposes (including the refinancing of existing debt) and to further strengthen the regulatory solvency of the Issuer.

15.2 Expenses related to the admission to trading

The total expenses related to the admission to trading of the NOK Notes are estimated by the Issuer to be approximately EUR 5,000. The total expenses related to the admission to trading of the SEK Notes are estimated by the Issuer to be approximately EUR 5,000.

16. TERMS AND CONDITIONS OF THE NOK NOTES

1. Introduction

1.1. The following terms and conditions (the "Conditions") of the Notes (as defined below) 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 (as defined below). Ownership of the Notes will be recorded and transfer effected only through the book entry system and register maintained by the Securities Depository.

1.2. The NOK 600,000,000 Floating Rate Perpetual Restricted Tier 1 Capital Notes (in Danish: kapitalbeviser) (the "Notes") are issued by Tryg Forsikring A/S, CVR number 24260666 and LEI no. 213800BIA5L8OPBER229 (the "Issuer"). The issue of the Notes was mandated by a resolution of the supervisory board (in Danish: bestyrelse) of the Issuer on 25 January 2023. A VPS agency agreement dated 16 March 2023, as amended or supplemented from time to time (the "VPS Agency Agreement"), has been entered into in relation to the Notes between the Issuer and Danske Bank A/S as agent (the "VPS Agent").

1.3. The Notes will be created and held in uncertificated book entry form in accounts with Euronext VPS, the Norwegian Central Securities Depository (formally named Verdipapirsentralen ASA, trading as Euronext Securities Oslo) (the "Securities Depository") and settlement of the Notes will take place in the Securities Depository. The VPS Agent will act as agent of the Issuer in respect of all dealings with the Securities Depository in respect of the Notes.

1.4. References to "Conditions" are, unless the context otherwise requires, to the numbered paragraphs of these terms and conditions.

2. DEFINITIONS

In these Conditions, in addition to the terms defined above:

"Accounting Event" means 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 16.1 (Payment without withholding).

"Adjustment Spread" means a spread (which may be positive, negative or zero), 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 of interest in respect of notes denominated in NOK 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 and Oslo.

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 and/or the Group, whether on a solo, group or consolidated basis. For the avoidance of doubt, a Capital Disqualification Event shall not be deemed to have occurred in case of a partial exclusion of the Notes as a result of (A) a principal write-down, (B) a change in the regulatory assessment of the tax effects of a principal write-down or (C) any applicable limit on the amount of Tier 1 Own Funds permitted or allowed to meet any own funds requirement of the Issuer or the Group being exceeded.

"Danish Capital Markets Act" means the Danish Capital Markets Act (in Danish: kapitalmarkedsloven), Consolidated Act no. 41 of 13 January 2023.

"Danish Companies Act" means the Danish Companies Act (in Danish: selskabsloven), Consolidated Act no. 1451 of 9 November 2022.

"Day Count Fraction" has the meaning given to that term in Condition 8.1 (Interest Rate).

"Discretionary Reinstatement" means any write-up of the Outstanding Principal Amount as defined in Condition 12 (Discretionary Reinstatement).

"Distributable Items" shall have the meaning assigned to that term in the Relevant Rules (including, but not limited to, paragraph 1.25 of the Solvency II Own Funds Guidelines) (or any equivalent or successor term from time to time applicable to distribution restrictions on Tier 1 Own Funds instruments).

"Executive Board" means the executive management board (in Danish: 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 19 (Meetings of Noteholders, modification, waiver and authorisation) by a majority of at least two-third (2/3) of the votes cast.

"FATCA Withholding Tax" has the meaning given to that term in paragraph (ii) of Condition 14.2 (Payments subject to applicable laws).

"First Call Date" means the Interest Payment Date falling on or after 20 March 2028.

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 the Issuer and its Subsidiaries from time to time.

"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.

"Initial Principal Amount" means NOK 600,000,000 equal to the aggregate nominal amount of the Notes issued on the Issue Date.

"Insolvent Insurer Winding-up" means:

(a) any liquidation (in Danish: likvidation) or bankruptcy (in Danish: 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 8.3 (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 20 March, 20 June, 20 September, 20 December in each year, commencing on 20 June 2023, 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 8.1 (Interest Rate).

"ISIN" means the identification number of the Notes (International Securities Identification Number), being NO0012862707.

"Issue Date" means 20 March 2023.

"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.

"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 10.2 (Mandatory cancellation of Interest Payments).

"Margin" means 3.45 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.

"Multilateral Trading Facility" means a multilateral trading facility as defined in Article 4(1)(22) of Directive 2014/65/EU.

"NOK" means the lawful currency of Norway.

"Norwegian CSD Act" means the Norwegian Act on Securities Depositories (in Norwegian: verdipapirsentraloven) of 15 March 2019 no 6.

"Noteholder" has the meaning given to that term in Condition 4.3.

"Outstanding Principal Amount" means:

(a) in respect of each Note outstanding, NOK 2,000,000; and
(b) in respect of all Notes, the Initial Principal Amount;

as written-down from time to time by any write-down 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.

"Optional Redemption Date" means any day during the period commencing on (and including) the First Call Date and ending on (and including) the first Interest Payment Date falling thereafter and every Interest Payment Date thereafter.

"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 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 13.7 (Redemption, substitution or variation at the option of the Issuer for taxation reasons), Condition 13.8 (Redemption, substitution or variation at the option of the Issuer due to a Capital Disqualification Event), Condition 13.9 (Redemption, substitution or variation at the option of the Issuer due to a Rating Agency Event) or Condition 13.10 (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, including a Multilateral Trading Facility, 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 and a Multilateral Trading Facility), 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 or such similar nomenclature used by the Rating Agency from time to time assigned by the 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 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 13.2 (Conditions to Redemption and Purchase).

"Reference Banks" means the principal Norwegian office of four major banks engaged in the Norwegian interbank market as selected by the VPS 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 VPS 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 18 (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

(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 (in Danish: 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 and/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.

"Representative Amount" means an amount that is representative for a single transaction in the relevant market at the relevant time.

"Screen Rate" means the Norwegian interbank offered rate administered by Norske Finansielle Referanser AS (or any other person which takes over the administration of that rate) for 3-month deposits in NOK displayed on page OIBOR of the Thomson Reuters screen (or any replacement Thomson Reuters page which 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 9.3 (Screen Rate Amendments).

"Screen Rate Determination Date" has the meaning given to that term in paragraph (a) of Condition 9.1 (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).

"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) (or, as the case may be, any provision of Danish law transposing or implementing such Directive).

"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 (in Danish: 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.

"Taxes" has the meaning given to that term in Condition 16.1 (Payment without withholding).

"Tax Event" has the meaning given to that term in paragraph (a)(i) of Condition 13.7 (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.

"Write-Down" has the meaning given to that term in Condition 11 (Loss absorption following a Trigger Event).

"Write-Down Effective Date" has the meaning given to that term in Condition 11 (Loss absorption following a Trigger Event).

3. CONSTRUCTION

Unless a contrary indication appears, a reference in these Conditions to:

(a) 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);

(b) 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

4. FORM, SPECIFIED DENOMINATION AND TITLE

4.1. The Notes are issued in dematerialised and uncertificated book entry form and in the denomination(s) of NOK 2,000,000.

4.2. All trades in Notes as well as the initial subscription for Notes will be in portions having an aggregate nominal amount of NOK 2,000,000 or, if greater, an even multiple of NOK 2,000,000.

4.3. Title to the Notes shall pass by registration between the direct or indirect accountholders at the Securities Depository in accordance with the Norwegian CSD Act and the rules and procedures of the Securities Depository applicable from time to time. 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 as directly registered owner or nominee holder of such Note.

4.4. The Issuer shall, to the extent permitted under applicable regulations and the rules and procedures of the Securities Depository from time to time, have access on demand to static data and ownership of the Noteholders registered in the securities register. The Issuer may use such information only for the purposes of carrying out its duties and exercising its rights in accordance with the Conditions and shall not disclose such information to any Noteholder.

5. NOTESHOLDER'S RIGHTS

5.1. If a beneficial owner of a Note not being registered as a Noteholder wishes to exercise any rights under the Notes (including, but not limited to participating in a Noteholders' meeting or a written resolution), it must obtain proof of ownership of the Notes, acceptable to the chairperson of the Noteholders' meeting (in case of a Noteholders' meeting) or the Issuer (in case of a written resolution).

5.2. A Noteholder (whether registered as such or proven to the satisfaction of the chairperson of the Noteholders' meeting or the Issuer, as applicable, to be the beneficial owner of the Note as set out in Condition 5.1) may issue one or more powers of attorney to third parties to represent it in relation to some or all of the Notes held or beneficially owned by such Noteholder. The chairperson of the Noteholders' meeting or the Issuer, as applicable, shall only have to examine the face of a power of attorney or similar evidence of authorisation that has been provided to it pursuant to this Condition 5 and may assume that it is in full force and effect, unless otherwise apparent from its

face or the chairperson of the Noteholders' meeting or the Issuer, as applicable, has actual knowledge to the contrary.

6. TRANSFER OF NOTES

The Notes are freely transferable in accordance with the rules and procedures for the time being of the Securities Depository and Norwegian law, but the Noteholders may be subject to purchase or transfer restrictions with regard to the Notes pursuant to Condition 4.2 or under laws to which a Noteholder may be subject. Each Noteholder must ensure compliance with such restrictions at its own cost and expense.

7. STATUS OF THE NOTES

7.1. The Notes on issue constitute restricted Tier 1 Own Funds of the Issuer and the Group under the Relevant Rules.

7.2. Subject to Condition 11 (Loss absorption following a Trigger Event), 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;

(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.

7.3. 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 liquidation or bankruptcy.

7.4. The Issuer reserves the right in the future to issue other notes or instruments, with identical or other ranking than the Notes.

8. INTEREST

This Condition 8 is subject to Condition 9 (Screen Rate discontinuation) and Condition 10 (Interest cancellation).

8.1. 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 VPS Agent will request each of the Reference Banks to provide the VPS Agent with:

(i) (other than where paragraph (ii) below applies) the rate at which the relevant Reference Bank is willing to lend amounts in NOK for 3- months without collateral to other banks active on the Norwegian 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 12.00 noon (Oslo time) on the second Oslo 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 VPS 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 Norway selected by the VPS Agent, at approximately 12.00 noon (Oslo time) on the first day of such Interest Period for loans in NOK to leading Norwegian banks for a period of 3 months commencing on the first day of such Interest Period and for a Representative Amount, plus the Margin. 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 VPS Agent.

(d) The Interest Rate cannot in any event be less than zero.

(e) 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 8.

(f) Interest shall be payable on the Notes quarterly in arrear on each Interest Payment Date, in each case as provided in this Condition 8.

(g) 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.

(h) The Interest Payment to each Noteholder shall be rounded to the nearest øre (half an øre being rounded upwards).

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).

8.2. Interest accrual

Without prejudice to Condition 10 (Interest cancellation), interest shall cease to accrue on each Note from (and including) the date of redemption thereof pursuant to Condition 13 (Redemption, substitution, variation and purchase) unless payment is improperly withheld, in which event interest shall continue to accrue.

8.3. Determination of the Interest Rate

Subject as provided in Condition 8.1 (Interest Rate), the VPS Agent will, as soon as practicable after 12.00 noon (Oslo time) on the second Oslo 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.

8.4. Publication of the Interest Rate

The Issuer shall cause notice of the Interest Rate to be given to the Noteholders in accordance with Condition 18 (Notices) as soon as reasonably practicable after the determination of such Interest Rate in accordance with Condition 8.3 (Determination of the Interest Rate) and in any event no later than the commencement of the relevant Interest Period.

8.5. 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 8 by the VPS Agent and the Issuer, shall (in the absence of manifest error or wilful default) be binding on the Issuer, the VPS 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 VPS Agent in connection with the exercise or non-exercise by it of any of its powers, duties and discretions.

Screen Rate discontinuation

9.1. 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.

(c) An Independent Advisor appointed pursuant to this Condition 9.1 shall act in good faith and (in the absence of manifest error or wilful default) shall have no liability whatsoever to the VPS Agent or the Noteholders for any determination made by the Independent Advisor or advice given to the Issuer in connection with any determination made by the Issuer pursuant to this Condition 9.1.

9.2. Screen Rate replacement

(a) If a Successor Screen Rate or an Alternative Screen Rate is determined in accordance with Condition 9.1 (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 9), provided, however, that if paragraph (b) of Condition 9.1 (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.

(b) 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.

9.3. Screen Rate Amendments

(a) If the Independent Advisor or if the Issuer determines a Successor Screen Rate or an Alternative Screen Rate in accordance with Conditions 9.1 (Appointment of Independent Advisor) and 9.2 (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 VPS Agent shall, at the request and expense of the Issuer, but subject to receipt by the VPS Agent of the certificate referred to in paragraph (a) of Condition 9.4 (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 9 ("Screen Rate Amendments"). The VPS Agent shall however not be obliged to concur if in the opinion of the VPS 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 VPS Agent in these Conditions.

9.4. Notice of Screen Rate replacement

(a) The Issuer shall promptly, following the determination of any Successor Screen Rate or Alternative Screen Rate, any Adjustment Spread and any Screen Rate Amendments, give notice thereof to the VPS Agent and the Noteholders in accordance with Condition 18 (Notices). No later than giving the VPS Agent such notice, the Issuer shall deliver to the VPS 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, (C) any Adjustment Spread and (D) any Screen Rate Amendments, in each case as determined in accordance with the provisions of this Condition 9; 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 VPS 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, any Adjustment Spread and any Screen Rate Amendments specified in such certificate will, notwithstanding Condition 19 (Meetings of Noteholders, modification, waiver and authorisation), be binding on the Issuer, the VPS Agent and the Noteholders.

9.5. General

(a) 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 9 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, (A) shall be made in accordance with the Relevant Rules, (B) shall be subject to the Regulatory Clearance Condition and (C) shall not be made if and to the extent that, in the determination of the Issuer, the same could reasonably be expected to prejudice the qualification of the Notes as Tier 1 Own Funds of the Issuer.

(b) Without prejudice to the obligations of the Issuer under this Condition 9 and, for the avoidance of doubt, subject to the subsequent operation of, and adjustment as provided in, this Condition 9, the Interest Rate for the next Interest Period shall be determined by reference to the operation of the fallback provisions of Conditions 8.1(b), 8.1(c) and 8.1(d), if the Independent Advisor or the Issuer, following consultation with the Independent Advisor, is unable to or does not determine a Successor Screen Rate or an Alternative Screen Rate in accordance with this Condition 9.

10. Interest cancellation

10.1. 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 10.2 (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.

10.2. Mandatory cancellation of Interest Payments

Save as otherwise permitted pursuant to Condition 10.3 (Waiver of cancellation of Interest Payments by Relevant Regulator), the Issuer shall cancel any Interest Payment on the Notes in accordance with this Condition 10 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".

10.3. Waiver of cancellation of Interest Payments by Relevant Regulator

Notwithstanding Condition 10.2 (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.

10.4. Effect of cancellation of Interest Payments

Any Interest Payment (or relevant part thereof) which is cancelled in accordance with this Condition 10 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.

10.5. Notice of cancellation of Interest Payments

The Issuer shall provide notice of any cancellation of any Interest Payment pursuant to Condition 10.1 (Interest Payments discretionary) or Condition 10.2 (Mandatory cancellation of Interest Payments) to Noteholders in accordance with Condition 18 (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.

11. Loss absorption following a Trigger Event

11.1. Determination of the occurrence of a Trigger Event

(a) If at any time a Trigger Event occurs, the Issuer shall immediately notify the VPS Agent and, in accordance with Condition 18 (Notices), the Noteholders and the Outstanding Principal Amount shall, save as otherwise permitted pursuant to Condition 11.6 (Waiver of loss absorption by Relevant Regulator), be written-down as set out in this Condition 11 (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 11.

(b) 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.

(c) 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 to this Condition 11 on more than one occasion.

(d) For the avoidance of doubt, any Outstanding Principal Amount, which has been written-down according to this Condition 11 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 12 (Discretionary Reinstatement).

11.2. Suspension of redemption

(a) If a Trigger Event occurs after a notice of redemption has been given pursuant to Condition 13.6 (Redemption at the option of the Issuer), Condition 13.7 (Redemption, substitution or variation at the option of the Issuer for taxation reasons), Condition 13.8 (Redemption, substitution or variation at the option of the Issuer due to a Capital Disqualification Event), Condition 13.9 (Redemption, substitution or variation at the option of the Issuer due to a Rating Agency Event) or Condition 13.10 (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 13.4 (Suspension of redemption).

11.3. Calculation of the Write-Down amount

(a) On the occurrence of a Write-Down, the Outstanding Principal Amount shall be written-down in such a way that all of the following are written-down: (i) the claims of the holders of the Notes in the event of a liquidation or bankruptcy of the Issuer; (ii) the amount required to be paid on redemption of Notes; and (iii) the interest to be paid on the Notes.

(b) Subject to compliance with the Relevant Rules, the amount of the write-down of the Outstanding Principal Amount on the Write-Down Effective Date shall be:

(i) in the event of a Partial Write-Down Trigger Event:

(A) 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 write-down 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

(c) in the event of a Full Write-Down Trigger Event, the amount that would write-down the Outstanding Principal Amount in full,

provided that:

(d) following a write-down of the Outstanding Principal Amount pursuant to paragraph (b)(i)(B) above:

(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 (b)(i)(B) 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.

(e) The Issuer's determination of the relevant amount of a write-down to the Outstanding Principal Amount pursuant to this Condition 11 shall be binding on the Noteholders.

(f) Any write-down of the Outstanding Principal Amount pursuant to this Condition 11 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. The Issuer may instruct the Securities Depository to split the Outstanding Principal Amount of the Notes to facilitate a write-down pursuant to this Condition 11.

11.4. Effect of Write-Down on Interest Payments

(a) 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.

(b) Following a write-down of the Outstanding Principal Amount as described above, interest will continue to accrue on the Outstanding Principal Amount following such write-down, and will be subject to Condition 10 (Interest cancellation), Condition 11 (Loss absorption following a Trigger Event), Condition 11.6 (Waiver of Loss absorption by Relevant Regulator) and Condition 12 (Discretionary Reinstatement) as described herein.

11.5. Rights and remedies following a Write-Down

Any write-down of the Outstanding Principal Amount pursuant to this Condition 11 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.

11.6. Waiver of loss absorption by Relevant Regulator

(a) Notwithstanding this Condition 11, no write-down of the Outstanding Principal Amount shall be made in the event of a Partial Write-Down Trigger Event where:

(i) no Full Write-Down Trigger Event has occurred prior to the occurrence of that Partial Write-Down Trigger Event; and

(ii) the Relevant Regulator agrees exceptionally to waive the write-down of the Outstanding Principal Amount pursuant to this Condition 11 (as a consequence of that Partial Write-Down Trigger Event.

12. Discretionary Reinstatement

12.1. Following any write-down of the Outstanding Principal Amount pursuant to Condition 11 (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.

12.2. 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 or otherwise in accordance with the then applicable rules and procedures of the Securities Depository. The relevant details of the manner in which any such Discretionary Reinstatement shall take effect shall be notified to the VPS Agent and the Noteholders in accordance with Condition 18 (Notices). Such reinstatement shall take effect without any cost or charge to the Noteholders.

12.3. 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.

12.4. The Issuer shall immediately notify the VPS Agent and, in accordance with Condition 18 (Notices), the Noteholders of any Discretionary Reinstatement pursuant this Condition 12.

12.5. Notes that have been reinstated in accordance with this Condition 12 are subject to Condition 11 (Loss absorption following a Trigger Event).

Redemption, substitution, variation and purchase

13.1. 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 13. The Notes are not redeemable at the option of the Noteholders at any time.

13.2. Conditions to Redemption and Purchase

13.2.1. To the extent required pursuant to the Relevant Rules from time to time, and save as otherwise permitted pursuant to Condition 13.3 (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 13.7 (Redemption, substitution or variation at the option of the Issuer for taxation reasons) or Condition 13.8 (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:

(i) the Solvency Capital Requirement will be exceeded by an appropriate margin immediately after such redemption or purchase (and, if at that time required by the Relevant Rules, 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 13.7 (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 13.8 (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 13.9 (Redemption, substitution or variation at the option of the Issuer due to a Rating Agency Event), Condition 13.10 (Redemption, substitution or variation at the option of the Issuer due to an Accounting Event) or Condition 13.12 (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 Solvency Capital Requirement will be exceeded by an appropriate margin immediately after such redemption or purchase and, if at that time required by the Relevant Rules, 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).

13.2.2. 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 13.4 (Suspension of redemption).

13.3. Waiver of Redemption and Purchase Condition relating to Solvency Capital Requirement by Relevant Regulator

(a) Notwithstanding Condition 13.2 (Conditions to Redemption and Purchase), the Issuer shall be entitled to redeem the Notes (to the extent permitted by the Relevant Rules) where:

(i) all Redemption and Purchase Conditions are met other than that described in paragraph (d) of Condition 13.2 (Conditions to Redemption and Purchase);

(ii) the Relevant Regulator has exceptionally waived the suspension of repayment or redemption of the Notes;
(iii) 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
(iv) the Minimum Capital Requirement will be complied with immediately following such redemption, if made.

13.4. Suspension of redemption

(a) The Issuer shall notify the Noteholders in accordance with Condition 18 (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 13.4, 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 18 (Notices) as soon as reasonably practicable following the occurrence of such event.

(b) If redemption of the Notes does not occur on the date specified in the notice of redemption by the Issuer under Condition 13.6 (Redemption at the option of the Issuer), Condition 13.7 (Redemption, substitution or variation at the option of the Issuer for taxation reasons), Condition 13.8 (Redemption, substitution or variation at the option of the Issuer due to a Capital Disqualification Event), Condition 13.9 (Redemption, substitution or variation at the option of the Issuer due to a Rating Agency Event) or Condition 13.10 (Redemption, substitution or variation at the option of the Issuer due to an Accounting Event) as a result of the operation of Condition 13.2 (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:

(i) 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 13.3 (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 13.2 (Conditions to Redemption and Purchase) and this paragraph (i) will apply mutatis mutandis to determine the rescheduled due date for redemption of the Notes); or
(ii) the date on which an effective resolution is passed for a liquidation or bankruptcy of the Issuer.

(c) The Issuer shall notify the Noteholders in accordance with Condition 18 (Notices) no later than five Business Days prior to any such date set for redemption pursuant to paragraphs (i) or (ii) above.

13.5. Suspension of redemption not a default

Notwithstanding any other provision in these Conditions, the suspension of redemption of the Notes in accordance with Condition 13.2 (Conditions to Redemption and Purchase) and Condition 13.4 (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.

13.6. Redemption at the option of the Issuer

(a) Provided that the Redemption and Purchase Conditions are met, the Issuer may, having given:

(i) not less than 15 nor more than 60 days' notice to the Noteholders in accordance with Condition 18 (Notices) (which notice shall (save as provided in Condition 13.14 (Notices final)) be irrevocable and shall specify the date fixed for redemption); and

(ii) notice to the VPS Agent on the earlier of (A) not less than three days before the giving of the notice referred to in paragraph (i) above, and (B) not less than 15 days before the date fixed for redemption,

redeem all (but not some only) of the Notes, on any Optional Redemption 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.

13.7. Redemption, substitution or variation at the option of the Issuer for taxation reasons

(i) 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:

(A) the Issuer would be required to pay Additional Amounts; or
(B) 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

(ii) the effect of the foregoing cannot be avoided by the Issuer taking reasonable measures available to it,

(b) 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 VPS Agent and, in accordance with Condition 18 (Notices), the Noteholders (which notice shall (save as provided in Condition 13.14 (Notices final)) be irrevocable) either (at its sole discretion):

(i) 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:

(A) with respect to paragraph (i)(A) above, the Issuer would be obliged to pay such Additional Amounts; and
(B) with respect to paragraph (i)(B) 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

(ii) 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.

13.8. Redemption, substitution or variation at the option of the Issuer due to a Capital Disqualification Event

(a) Provided that the Redemption and Purchase Conditions are met, and subject to Condition 13.11 (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 18 (Notices), and the VPS Agent in

writing, which notice must be given during the Notice Period and shall (save as provided in Condition 13.14 (Notices final)) be irrevocable, either (at its sole discretion):

(i) 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
(ii) 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.

(b) For the purposes of this Condition 13.8, "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.

13.9. Redemption, substitution or variation at the option of the Issuer due to a Rating Agency Event

(a) Provided that the Redemption and Purchase Conditions are met, and subject to Condition 13.11 (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 18 (Notices), and the VPS Agent in writing, which notice must be given during the Notice Period and shall (save as provided in Condition 13.14 (Notices final)) be irrevocable, either (at its sole discretion):

(b) For the purposes of this Condition 13.9, "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 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.

13.10. Redemption, substitution or variation at the option of the Issuer due to an Accounting Event

(a) Provided that the Redemption and Purchase Conditions are met, and subject to Condition 13.11 (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 18 (Notices), and the VPS Agent in writing, which notice must be given during the Notice Period and shall (save as provided in Condition 13.14 (Notices final)) be irrevocable, either (at its sole discretion):

(ii) 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 qualified for counting as a liability in the consolidated financial statements of the Issuer.

(b) For the purposes of this Condition 13.10, "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.

13.11. Preconditions to redemption, variation or substitution for taxation reasons, Capital Disqualification Event, Rating Agency Event or Accounting Event

(a) Prior to the publication of any notice of redemption, variation or substitution pursuant to Condition 13.7 (Redemption, substitution or variation at the option of the Issuer for taxation reasons), Condition 13.8 (Redemption, substitution or variation at the option of the Issuer due to a Capital Disqualification Event), Condition 13.9 (Redemption, substitution or variation at the option of the Issuer due to a Rating Agency Event) or Condition 13.10 (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.

(b) The Issuer shall not be entitled to amend or otherwise vary the terms of the Notes or substitute the Notes unless:

(i) 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

(ii) the Regulatory Clearance Condition has been satisfied in respect of such proposed amendment, variation or substitution.

13.12. Purchases

(a) 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.

13.13. Cancellations

All Notes redeemed or substituted by the Issuer pursuant to this Condition 13, and all Notes purchased pursuant to Condition 13.12 (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.

13.14. Notices final

ification Event), Condition 13.9 (Redemption, substitution or variation at the option of the Issuer due to a Rating Agency Event) or Condition 13.10 (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.

14. Payments

14.1. 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.

14.2. Payments subject to applicable laws

(a) Payments in respect of the Notes will be subject in all cases to:

(i) without prejudice to Condition 16 (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 VPS 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.

14.3. 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.

14.4. VPS Agent

(a) In acting under the VPS Agency Agreement and in connection with the Notes, the VPS 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 Noteholders. The Issuer reserves the right at any time to vary or terminate the appointment of the VPS Agent and to appoint a successor and additional or successor agent in respect of its dealings with the Securities Depository.

(b) There will at all times be a VPS Agent authorised to act as an account holding institution with the Securities Depository. Notice of any change in the VPS Agent or in its specified office shall promptly be given to the Noteholders in accordance with Condition 18 (Notices).

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.

Taxation

16.1. Payment without withholding

(a) 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:

(i) 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

(ii) 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

(iii) 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.

(b) 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.

16.2. 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 16. Accordingly, Additional Amounts, if any, can only be paid out of the Issuer's Distributable Items.

Enforcement

17.1. There are no events of default in respect of the Notes. No Noteholder shall be entitled at any time to file for liquidation or bankruptcy of the Issuer.

17.2. If an order is made or an effective resolution is passed for the liquidation or bankruptcy 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 liquidation or bankruptcy of the Issuer together with interest accrued (excluding any interest cancelled in accordance with Condition 10 (Interest cancellation)) from (and including) the Interest Payment Date immediately preceding the occurrence 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 7 (Status of the Notes).

Notices

18.1. 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, Regulated Market or Multilateral Trading Facility, or other relevant authority on which the Notes are for the time being listed or by which they have been admitted to trading.

18.2. 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.

18.3. 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 VPS Agent.

Meetings of Noteholders, modification, waiver and authorisation

19.1. Meeting of Noteholders

(a) 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:

(i) 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;

(ii) to sanction the substitution of the Notes for other obligations or securities of the Issuer or any other entity;

(iii) to assent to any modification of the Notes or the Conditions proposed by the Issuer;

(iv) to authorise anyone to concur in and do anything necessary to carry out and give effect to an Extraordinary Resolution;

(v) appoint and elect a representative on behalf of the Noteholders pursuant to the Danish Capital Markets Act;

(vi) to give any authority, direction or sanction required to be given by Extraordinary Resolution; and

(vii) 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.

(b) Decisions to be taken by the Noteholders may be dealt with, at the option of the Issuer, at a Noteholders' meeting or by way of a written resolution in accordance with Condition 19.9 (Written resolutions).

(c) 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 13.7 (Redemption, substitution or variation at the option of the Issuer for taxation reasons), Condition 13.8 (Redemption, substitution or variation at the option of the Issuer due to a Capital Disqualification Event), Condition 13.9 (Redemption, substitution or variation at the option of the Issuer due to a Rating Agency Event) or Condition 13.10 (Redemption, substitution or variation at the option of the Issuer due to an Accounting Event).

19.2. Convening meetings of Noteholders

(a) 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.

(b) The Issuer may refrain from convening a Noteholders' meeting if (i) the suggested decision must be approved by any person in addition to the Noteholders and such person has informed the Issuer that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws.

(c) The meeting shall be called by the Issuer in accordance with Condition 18 (Notices) by giving at least eight days' but not more than 30 days' notice to the Noteholders.

(d) 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.

(e) The notice of a Noteholders' meeting shall specify the day, time and place of the meeting (including by way of conference call or by use of a video conference platform), a specification of the Business Day(s) on which a person must be registered as a Noteholder in order to be entitled to exercise voting rights, the nature of the resolutions to be proposed and shall explain how Noteholders may appoint proxies together with a form of a power of attorney.

(f) All meetings shall be held at the Issuer's registered address, in the Greater Copenhagen Area (in Danish: Storkøbenhavn) or by conference call or video conference.

19.3. Attendance

(a) 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, which is satisfactory to the chairperson of the meeting.

(b) The following may attend and speak at a meeting:

(i) Noteholders and proxies;

(ii) any beneficial owners of the Notes having presented relevant evidence to the chairperson of the Noteholders' meeting pursuant to Condition 5 (Noteholders' rights);

(iii) any representative of the Noteholders appointed pursuant to Condition 19.1(a)(v);

(iv) the chairperson; and

(v) the Issuer and the VPS Agent (through their respective representatives) and their respective financial and legal advisers.

No one else may attend or speak.

19.4. Chairperson

(a) The chairperson 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.

(b) The Issuer shall upon request provide the chairperson of the Noteholders' meeting with the information available in the securities register kept by Securities Depository in respect of the Notes in order to convene and hold the Noteholders' meeting.

19.5. Quorum

(a) No business (except choosing a chairperson) 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 (including by way of conference call or by use of a video conference platform) as the chairperson 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.

(b) The quorum at any meeting for passing an Extraordinary Resolution is one or more persons attending the meeting in person or, if the Noteholders' meeting is held by conference call or by use of a video conference platform, by telephone or video conference (or appear through duly authorised representatives) 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 attending the meeting in person or, if the Noteholders' meeting is held by conference call or by use of a video conference platform, by telephone or video conference (or appear through duly authorised representatives) 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:

(i) to change any date fixed for payment of 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;

(ii) to change the currency of payment of the Notes;

(iii) to change the status of the Notes as set out in Condition 7 (Status of the Notes); or

(iv) 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.

(c) 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.

19.6. Voting

(a) Each Noteholder holds one vote in respect of each Note 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 for the purposes of Condition 19.5 (Quorum).

(b) Only a person who is, or who has been provided with a power of attorney from a person who is, able to document its holdings of Notes in accordance with Condition 19.3(a) may exercise voting rights as a Noteholder at such Noteholders' meeting.

(c) For the purposes of this Condition 19.6, a beneficial owner of a Note that has a Note registered in the name of a nominee will, in accordance with Condition 5 (Noteholders' rights), be deemed to be the owner of the Note rather than the nominee. No vote may be exercised at a Noteholders' meeting by any nominee if the beneficial owner of the Note has presented relevant evidence to the chairperson of the Noteholders' meeting pursuant to Condition 5 (Noteholders' rights) stating that it is the beneficial owner of the Note voted for. If such owner of the Note has voted directly for any of its nominee registered Note, the owner of the Note votes shall take precedence over votes submitted by the nominee for the same Note.

19.7. 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 being passed. The Issuer shall give notice of the passing of an Extraordinary Resolution to the Noteholders in accordance with Condition 18 (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.

19.8. Minutes

Minutes shall be made of all resolutions and proceedings at every meeting and, if purporting to be signed by the chairperson 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.

19.9. Written resolutions

(a) The Issuer may instigate a written resolution at any time by sending a communication to each such person who is registered as a Noteholder on the date on which the communication is sent.

(b) A communication pursuant to Condition 19.9(a) shall include the following:

(i) each request for a decision by the Noteholders;

(ii) the nature of the resolutions to be proposed;

(iii) a specification of the Business Day(s) on which a person must be registered as a Noteholder in order to be entitled to exercise voting rights;

(iv) instructions and directions on replying to the request (including a form for such reply containing an option to vote yes or no for each request) as well as how Noteholders may appoint proxies together with a form of a power of attorney; and

(v) the stipulated time period within which the Noteholder must reply to the request (such time period to last at least eight days from the communication pursuant to Condition 19.9(a)).

(c) When the requisite majority consents pursuant to Condition 19.5 (Quorum) have been received in a written resolution, the relevant decision shall be deemed to be adopted pursuant to Condition 19.5 (Quorum) even if the time period for replies in the Written Procedure has not yet expired.

(d) Condition 19.1 (Meeting of Noteholders), Condition 19.3 (Attendance) and Condition 19.5 (Quorum) to Condition 19.8 (Minutes) shall apply mutatis mutandis to any such written resolutions so that references to "the chairperson" means "the Issuer" and "Noteholder's meeting" means "written resolution", save that in case of any conflict between the provision of this Condition 19.9 and the Conditions referred to above, the provisions of this Condition 19.9 shall prevail.

19.10. Issuer's and VPS Agent's consent required

Any decision which extends or increases the obligations of the Issuer or the VPS Agent or limits, reduces or extinguishes the rights or benefits of the Issuer or the VPS Agent under the Conditions shall be subject to the Issuer's or the VPS Agent's consent, as the case may be.

19.11. Modifications

The Issuer may, without the consent of the Noteholders, agree to any modification to the Notes or the Conditions (A) to correct a formal, minor, technical or manifest error or (B) as provided for in Condition 9 (Screen Rate discontinuation). Any such modification shall be binding on the Noteholders and any such modification shall be notified to the Noteholders in accordance with Condition 18 (Notices) as soon as practical thereafter.

Admission to trading and listing

20.1. The Issuer shall use its reasonable efforts (without thereby creating a legal obligation) to ensure that the Notes are listed and admitted to trading on the Regulated Market of Nasdaq Copenhagen A/S on or before 20 September 2023.

20.2. For the avoidance of doubt, the Noteholders have no right to accelerate the Notes or otherwise request a repayment or repurchase of the Notes if a failure to list or admit to trading the Notes in accordance with this Condition 20 occurs.

Governing law and jurisdiction

21.1. The Conditions and the Notes shall be governed by and construed in accordance with the laws of Denmark save for Condition 14.1 (Payments in respect of Notes) and the registration of the Notes in the Securities Depository, which shall be governed by Norwegian law.

21.2. The Copenhagen City Court (in Danish: Københavns Byret) shall have exclusive jurisdiction with respect to any dispute arising out of or in connection with the Conditions and the Notes.

17. TERMS AND CONDITIONS OF THE SEK NOTES

1 INTRODUCTION

1.2. The SEK 900,000,000 Floating Rate Perpetual Restricted Tier 1 Capital Notes (in Danish: kapitalbeviser) (the "Notes") are issued by Tryg Forsikring A/S, CVR number 24260666 and LEI no. 213800BIA5L8OPBER229 (the "Issuer"). The issue of the Notes was mandated by a resolution of the supervisory board (in Danish: bestyrelse) of the Issuer on 25 January 2023. A VP agency agreement dated 16 March 2023, 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 28 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 "Securities Depository").

1.3. The Notes will be created and held in uncertificated book entry form in accounts with the Securities Depository and settlement of the Notes will take place in 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.

1.4. References to "Conditions" are, unless the context otherwise requires, to the numbered paragraphs of these terms and conditions.

2 DEFINITIONS

In these Conditions, in addition to the terms defined above:

"Additional Amounts" has the meaning given to that term in Condition 16.1 (Payment without withholding).

(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;

(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.

rates 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.