Annual General Meeting of Topdanmark A/S on Thursday 26 April 2007, 15:00 (CET), at the Comwell Kolding Hotel, Skovbrynet 1, 6000 Kolding, Denmark. The AGM will be transmitted live on Topdanmark's website www.topdanmark.com. The Board of Directors will submit: I. Report on the Company's activities in the past year. II. Presentation of the audited Annual Report signed by the Board of Directors and the Board of Management. III. Adoption of the Annual Report and decision on the application of profits according to the accounts as adopted. IV. Election of members to the Board of Directors. All Board members are up for election and are proposed for re-election. A detailed description of each Board member is given in the shareholders' magazine "Aktionærnyt" (only available in Danish), which has been sent to those shareholders who were inscribed in the Company's inscription system or registered by name on 22 March 2007. It can also be obtained from Topdanmark's Share Administration Department. Furthermore the description will be available on Topdanmark's website on www.topdanmark.com -> Structure -> Board of Directors -> Candidates. V. Any proposals submitted by the Board of Directors or the shareholders. Proposals submitted by the Board of Directors: A. Proposals for amendments to the Articles of Association Proposal for amending Article 11(5) on convening general meetings. The amendment is a consequence of a change in the Danish Companies Act providing that in the future the meetings shall be convened via the IT information system of the Danish Commerce and Companies Agency instead of the Danish Official Gazette. It is proposed to amend Article 11(5) of the Articles of Association to read as follows: "The convening notice, which contains the agenda, shall be published via the IT information system of the Danish Commerce and Companies Agency and a Copenhagen and Jutland newspaper." B. Proposal for reduction in share capital Following Topdanmark's share buy-backs since the extraordinary general meeting on 21 November 2006, the Board of Directors proposes the share capital be reduced by own shares with a nominal value of DKK 6,963,470, with subsequent cancellation of these shares. 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 published at the AGM. As a consequence of the reduction it is proposed to amend Article 3(1), first sentence of the Articles of Association to read as follows: "The share capital of the Company amounts to DKK 184,400,000 and is fully paid up." C. Proposal for authorisation to acquire own shares For the period until the AGM in 2008 it is proposed to grant authorisation to the Board of Directors to acquire own shares for the purpose of ownership or security. The total of own shares held by the Company and its subsidiaries must not exceed 10% of the share capital. The shares can be acquired at a minimum market price of DKK 10.5 per share and a maximum price of plus 10%. D. Proposal for warrant scheme for the Company's Board of Management and other executives On 2 January 2007 the Board of Directors issued 150,000 warrants for 2007 to the Company's Board of Management and other executives. The warrants were issued in accordance with the general authorisation granted in Article 3D of the Articles of Association. The specific terms of the warrants are set out in Appendix 4 to the Company's Articles of Association. The Articles of Association including Appendices 1, 2, 3 and 4 are available on www.topdanmark.com Service Articles of Association. It is proposed to authorise the Board of Directors to issue up to 150,000 warrants for 2008 to the Company's Board of Management and other executives on the terms set out in Appendix 4 to the Articles of Association and within the limits of relevant legislation. E. Proposal for remuneration to the Board of Directors It is proposed that the annual remuneration to be paid to the Board of Directors be increased from a total of DKK 2,400,000 to a total of DKK 3,000,000 implying an increase in the ordinary remuneration from DKK 200,000 to DKK 250,000 with effect from the financial year 2007 commencing 1 January 2007. VI. Election of one state-authorised public accountant to serve as auditor. It is proposed to re-elect Deloitte, Statsautoriseret Revisionsaktieselskab. VII. Any other business The adoption of the proposals referred to in items III, IV, V C, V D, V E and VI requires a simple majority of votes. The adoption of the proposals referred to in items V A and V B is conditional upon the affirmative votes of not less than two thirds of the votes cast as well as of the voting capital represented at the AGM. The agenda and the complete proposals intended to be submitted to the AGM, and the Annual Report complete with the Auditors' Report, will be available for inspection by shareholders at the Company's head office, Borupvang 4, 2750 Ballerup, Denmark during the last eight days prior to the AGM. Shareholders who want to attend the AGM should obtain admission cards no later than 23 April 2007 by applying to Topdanmark A/S, Share Administration Department, Borupvang 4, 2750 Ballerup, Denmark, telephone + 45 44 68 4411. Please direct any queries to: Steffen Heegaard, Communication and IR Manager Direct tel.: +45 4474 4017 Mobile: +45 4025 3524