29 November 2007
Announcement No. 26/2007
To the Copenhagen Stock Exchange
It is part of Topdanmark's share buy-back programme to regularly reduce the
share capital correspondingly.
Therefore Topdanmark convenes an Extraordinary General Meeting to be held on
Thursday 13 December 2007, 11:00 (CET), at the Company's head office, Borupvang
4, 2750 Ballerup, Denmark
The Board of Directors will submit the following:
I. Proposal submitted by the Board of Directors:
PROPORAL FOR REDUCTION IN SHARE CAPITAL
The Board of Directors proposes that the share capital be reduced by 751,000 of
own shares with a total nominal value of DKK 7,510,000. Subsequently the shares
will be cancelled.
Pursuant to Section 44(2), cf. Section 44a(1) of the Danish Companies Act, the
purpose of the reduction in share capital is to pay the amount to the Company
as the owner of the shares by transferring the amount from the Company's
tied-up capital to its free reserves. The value of the reduction in share
capital will be DKK 8,644.57481 per DKK 100 share (equivalent to a listed price
of DKK 864.46 per DKK 10 share). Thus DKK 649,207,568 will be transferred to
the free reserves.
As a consequence of the reduction Article 3(1) of the Articles of Association
will be amended to read as follows:
"The share capital of the Company amounts to DKK 168,800,000 and is fully paid
up."
The adoption of the proposal referred to in item I is conditional upon the
affirmative votes of not less than two thirds of the total votes cast and not
less than two thirds of the voting capital represented at the General Meeting.
The votes will be based on the principle of one vote per share.
This agenda will be available for inspection by shareholders at the Company's
head office, Borupvang 4, 2750 Ballerup, Denmark.
Shareholders who want to attend the meeting should obtain admission cards no
later than 10 December 2007 by applying to Topdanmark A/S, Share Administration
Department, Borupvang 4, 2750 Ballerup, Denmark, telephone + 45 44 68 4411.
An electronic proxy form is available for downloading from the Company's
website www.topdanmark.com. Shareholders who want to vote by proxy need to send
it to reach the Company by 10 December 2007.
In accordance with Section 73(5) of the Danish Companies Act it is reported
that the share capital of Topdanmark totals DKK 184,519,000 divided into
18,451,900 shares of DKK 10 each, corresponding to 18,451,900 voting rights.
(Following the execution of the reduction in share capital adopted at the
Extraordinary General Meeting on 17 September 2007, the share capital of
Topdanmark will total DKK 176,310,000). Danske Bank is the financial
institution through which shareholders may exercise their financial rights.
In accordance with Topdanmark's share buy-back programme of DKK 2,000m for 2007
it has at present bought back own shares for DKK 1.995m.
Please direct any queries to:
Steffen Heegaard, Head of IR and Group Communications
Direct tel.: +45 4474 4017, Mobile: +45 4025 3524
