Annual General Meeting of Topdanmark – 3 April 2019

Annual General Meeting of Topdanmark – 3 April 2019

3 April 2019

Announcement no. 08/2019

The Annual General Meeting was held in accordance with the published agenda, and the Annual Report, including the proposal submitted by the Board of Directors for the appropriation of the result for the financial year was adopted.

The AGM adopted the proposal submitted by the Board of Directors for distribution of dividend of DKK 1.350 million, corresponding to DKK 15 per share.

The AGM adopted the proposal submitted by the Board of Directors to the effect that in addition to Danish, the Topdanmark Group also has English as its corporate language, that a notice convening the meeting and the agenda with entire proposals for the general meeting and other material for this purpose can be prepared in English in addition to Danish, and that annual reports, in addition to Danish, can be prepared and presented in English only, and that company announcements can be prepared in English only where the Board of Directors so determines.

The AGM further adopted a clarification of the provision regulating the powers to bind the company so that it appears specifically from the Articles of Association that Topdanmark is also bound by the signatures of the entire Board of Directors.

Moreover, the proposal for a linguistic update of the Articles of Association in compliance with applicable legislation was adopted.

The AGM further adopted the proposal submitted by the Board for Directors to change Topdanmark's remuneration policy, so that the Board of Directors, in addition to the Executive Board, can pay Topdanmark’s management group according to a performance-based bonus scheme.

Finally, the AGM adopted the proposal submitted by the Board of Directors to maintain the ordinary basic remuneration for the financial year 2019 of DKK 385,000.

A proposal had been submitted by one of Topdanmark’s shareholders, Thomas Meinert Larsen, in which he proposes that the annual general meeting recommends that the Board of Directors annually publishes a statement for the exercise of active ownership in coal, oil and gas companies for the purpose of ensuring that these fossil companies stop misinforming about the climate and stop performing lobbyism counteracting the Paris Agreement on ensuring below 1.5 degrees or maximum 2 degrees of global warming. The Board of Directors is further recommended to dispose of shares and bonds in coal, oil and gas companies where the active ownership does not lead to a cessation of such activities. Thomas Meinert Larsen’s proposal was not adopted.

Torbjörn Magnusson, Lone Møller Olsen, Annette Sadolin, Tina Møller Nielsen Carlsson and Søren Vestergaard retired from the Board of Directors. Anne Louise Eberhard, Cristina Lage and Morten Thorsrud were elected as new members of the Board of Directors. All the other Board members elected at the AGM − Petri Niemisvirta, Ricard Wennerklint and Jens Aaløse were re-elected.

Elise Bundgaard and Ole Lomholt Mortensen, having been newly elected at the election of employees on 22 March 2019, joined the Board of Directors together with Mette Jensen, who was re-elected, cf. announcement No. 06/2019.

The Board of Directors elected Ricard Wennerklint Chairman and Jens Aaløse Deputy Chairman, from among its members.

The Audit Committee consists of Ricard Wennerklint (Chairman), Anne Louise Eberhard and Cristina Lage.

The Remuneration Committee consists of Ricard Wennerklint (Chairman), Jens Aaløse and Mette Jensen.

The Nomination Committee consists of Ricard Wennerklint (Chairman) and Jens Aaløse.

Ernst & Young P/S was re-elected as public accountant for Topdanmark.

The profit forecast model for 2019 remains unchanged DKK 1,000-1,100 million (see announcement no. 02/2019) subject to an annual 7.0% return on equities, and unchanged foreign exchange rates from the level of 28 December 2018. Furthermore, it is assumed that the return on interest-bearing assets hedging the discounted provisions is just sufficient to cover discounting and revaluation of the provisions, while the return on the remaining interest-bearing assets is assumed to be 1.72% (risk-free interest rate plus 2.0pp).

Please direct any queries to:

Steffen Heegaard, Group Communications and IR Director

Mobile:

Topdanmark A/S

Reg. no. 78040017

Borupvang 4

DK-2750 Ballerup