19 March 2008
Announcement No. 07/2008
Annual General Meeting of Topdanmark
Notice convening Annual General Meeting of Topdanmark A/S on Tuesday 15 April
2008, 15:00 (CET), at the Radisson SAS Scandinavia Hotel, Amager Boulevard,
2300 Copenhagen S.
The Annual General Meeting will be broadcast 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 Board of Management.
III. Adoption of the Annual Report and decision on the appropriation of profits
according to the Annual 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 6 March 2008. It can also be obtained from Topdanmark's
Share Administration Department. Furthermore the description will be available
on Topdanmark's website www.topdanmark.com.
V. Any proposals submitted by the Board of Direc¬tors or the shareholders.
Proposals submitted by the Board of Directors:
A. PROPOSAL FOR AMENDMENT OF THE ARTICLES OF ASSOCIATION
1. Proposal for renewal of the authorisation granted to the Board of Directors
to issue shares.
It is proposed to amend Article 3A(1) and (2) to:
"For the period from 15 April 2008 until 15 April 2013 the Board of Directors
has been empowered by the shareholders in General Meeting to increase
the
Company's share capital by up to DKK 2.5m (nominal value) in total by
one or
more issues with or without pre-emptive rights for the Company's
existing
shareholders and to fix the date and more specific terms and
conditions of
the increase, including whether the share issue shall be made in
favour of
specific investors or markets.
Any increase in capital pursuant to Article 3C (convertible bonds) and Article
3D (warrants) will be based on the authorisation granted in Article 3A(1).
Consequently the total increase in capital in accordance with Articles 3A, 3C
and 3D may not exceed DKK 2.5m."
2. Proposal for renewal of the authorisation granted to the Board of Directors
to
issue employee shares.
It is proposed to amend Article 3B to:
"For the period from 15 April 2008 until 15 April 2013 the Board of Directors
has been empowered by the shareholders in General Meeting to increase the
Company's share capital by up to DKK 1m (nominal value) in total by one or
more issues without any pre-emp¬tive rights for the Company's existing
shareholders for the purpose of offering such shares to the Company's
employees and, at the discretion of the Board of Directors, to the employees
of one or more of its
subsidiaries. The subscription price for such new shares shall be decided by
the Board of Directors, with a minimum price of 105% of par value and in
other respects determined according to general guidelines laid down by the
Board of Directors.The Board of Directors may - up to the aforementioned
limit - allot shares gratuitously to the employees up to a market value
equivalent to the relevant limit laid down in Section 7A(1)(2) of the Danish
Act on tax assessment (or any superseding provision) per employee per year.
The new shares shall be negotiable instruments, shall be registered in the
name of the holder, and shall in every respect rank pari passu with existing
shares."
3. Proposal for renewal of the authorisation granted to the Board of
Directors to issue convertible bonds.
It is proposed to amend Article 3C(1) to:
"For the period from 15 April 2008 until 15 April 2013 the Board of Directors
has been empowered by the shareholders in General Meeting to decide to raise
one or more loans against bonds or other instruments of debt entitling the
lender to convert his/her claim into shares in the Company."
4. Proposal for renewal of the authorisation granted to the Board of Directors
to issue warrants.
It is proposed to amend Article 3D(1) to:
"For the period from 15 April 2008 until 15 April 2013 the Board of Directors
has been empowered by the shareholders in General Meeting to decide to issue
warrants by one or more issues with or without pre-emptive rights for the
Company's existing shareholders."
It is proposed to amend Article 3D(6) to:
"By making use of a previous authorisation the Board of Directors has issued
275,000 warrants on the terms described in the Warrant Scheme in appendix 1,
250,000 warrants on the terms described in the 2005 Scheme in appendix 2,
200,000 warrants on the terms described in the 2006 Scheme in appendix 3 and
150,000 warrants on the terms described in the 2007 Scheme in appendix 4. Of
the 875,000 warrants originally issued, 718,403 warrants, entitling the holders
to subscribe for an increase in capital of DKK 7,184,030 (nominal value) in
total, remain unexercised."
In consequence of the expiry of the existing authorisations Article 3E will be
cancelled and Article 3F will be changed to Article 3E.
5. Proposal for amending Article 11(1) on venue.
This amendment is a consequence of the Danish local government reform.
It is proposed to amend Article 11(1) to:
(1). General Meetings shall be convened by the Board of Directors and shall be
held at the Company's registered office or on another location in the Capital
Region."
B. PROPOSAL FOR REDUCTION IN SHARE CAPITAL
Following Topdanmark's share buy-backs since the Extraordinary General Meeting
on 13 December 2007, the Board of Directors proposes the share capital be
reduced by own shares with a nominal value of DKK 2,400,000, 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 share capital to its free reserves. The value of the
reduction in share capital will be published at the Annual General Meeting.
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 166,563,500 and is fully paid
up."
C. PROPOSAL FOR AUTHORISATION TO ACQUIRE OWN SHARES
For the period until the Annual General Meet¬ing in 2009 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
or 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
current market value plus 10%.
D. PROPOSAL FOR PERFORMANCE-RELATED PAY TO THE COMPANY'S
BOARD OF MANAGEMENT AND OTHER EXECUTIVES
On 17 September 2007 the shareholders in General Meeting adopted "General
guidelines for performance-related pay in Topdanmark".
It is proposed that the Board of Directors is authorised to issue to the
Company's Board of Management and other executives for 2008 up to 150,000
options, employee shares with a nominal value of up to DKK 20,000 and employee
bonds with a nominal value of up to DKK 5m.
Consequently it is proposed that Clauses 5 and 6 of "General guidelines for
performance-related pay in Topdanmark" be formulated as follows for 2009:
”5. Specifically, for 2009, the Board of Directors is authorised to issue up
150,000 Call Options or Warrants to the Group of people described in Clause 1.
Furthermore, for 2009, the Board of Directors is authorised to issue employee
shares with a nominal value of up to DKK 20,000 and employee bonds with a
nominal value of up to DKK 5m to the Board of Management and the Friday Team.
The estimated value of the call options and warrants is DKK 15m as calculated
using the Black and Scholes model assuming a price of DKK 680 per share, an
interest rate corresponding to the zero coupon rate based on the swap curve on
17 March 2008, future volatility of 20%, corporate tax rate of 25% and a
pattern of exercise similar to Topdanmark's previous granting of share options
/ warrants, see IFRS 2 on share-based payments.
The value of the employee shares will be about DKK 1m calculated on the basis
of a market price of DKK 680 per share.
The value of the employee bonds will be about DKK 5m calculated on the basis of
the market price of unit bonds.
In accordance with Black & Scholes the value of the Board of Management's
performance-related pay will vary in line with any changes in the assumptions.
Typically the performance-related pay will represent between a quarter and a
third of the Board of Management's total pay package.
6. The call options / warrants will be issued at the beginning of January 2009
entitling the holder to buy or subscribe for shares in Topdanmark at a strike
price corresponding to the market price on the last trading date in 2008 plus
10%. The call options / warrants may not be exercised any earlier than
subsequent to the publication of the first interim results announced three
years after the call options / warrants were acquired. The call options /
warrants may not be exercised any later than three banking days subsequent to
the publication of the prior year's annual report in the fifth year from the
date of acquisition of the call options / warrants. In the intervening period
the call options / warrants can only be exercised up to three banking days
subsequent to Topdanmark's publication of annual, half-yearly and quarterly
reports.
The employee shares will be allocated at the end of November 2009 and held on
trust for seven years until the end of 2016.
The employee bonds will be issued at the end of November 2009, have a duration
of just over five years and be fully payable at the beginning of 2015.”
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 3,000,000 to a total of DKK
3,300,000 implying an increase in the ordinary remuneration from DKK 250,000 to
DKK 275,000 with effect from the financial year 2008 commencing 1 January 2008.
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 1-5 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 General Meeting.
The agenda and the complete proposals intended to be submitted to the General
Meeting 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 immediately
prior to the Annual General Meeting.
Shareholders who want to attend the meeting should obtain admission cards no
later than 10 April 2008 by applying to Topdanmark A/S, Share Administration
Department, Borupvang 4, 2750 Ballerup, Denmark, telephone + 45 4468 4411.
An electronic proxy form is available for downloading from the Company's
website www.topdanmark.com. Shareholders who want to use the proxy form need to
send it to reach the Company by 10 April 2008.
In accordance with Section 73(5) of the Danish Companies Act it is reported
that the share capital of Topdanmark totals DKK 168,963,500 divided into
16,896,350 shares of DKK 10 each, corresponding to 16,896,350 voting rights.
Voting rights on shares, which have been acquired by trans¬fer, shall only be
exercised if the shares have been registered no later than the date of the
notice convening the General Meet¬ing, or if the shareholder has notified and
proved his/her acquisition before that date. Danske Bank is the financial
institution through which shareholders may exercise their financial rights.
Please direct any queries to:
Steffen Heegaard, Head of IR and Group Communications
Mobile: +45 4025 3524