18 March 2011
Announcement No. 08/2011
Annual General Meeting of Topdanmark A/S on Tuesday 12 April 2011, 15:00 (CET), at the Radisson Blu Scandinavia Hotel, Amager Boulevard 70, 2300 Copenhagen S.
The AGM 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 Report as adopted.
IV Election of members to the Board of Directors.
All Board members elected by the shareholders in General Meeting are up for election.
The Board of Directors proposes re-election of:
A. Anders Knutsen
B. Jens Maaløe
C. Michael Pram Rasmussen
D. Annette Sadolin
E. Søren Thorup Sørensen
F. Knud J. Vest
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 14 March 2011. 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 Directors or the shareholders
Proposals submitted by the Board of Directors:
A. Proposal for reduction in share capital
The Board of Directors proposes that the share capital be reduced by 840,654 of own shares with a total nominal value of DKK 8,406,540. Subsequently the shares will be cancelled.
Pursuant to Section 188(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 7,362.9 per DKK 100 share equivalent to a listed price of DKK 736.29 per DKK 10 share. Thus DKK 618,965,842 will be transferred to the free reserves.
After the expiry of the deadline for creditors to file their claims and the implementation of the reduction in capital, Article 3(1) of the Articles of Association will be amended to read as follows:
"The share capital of the Company amounts to DKK 148,258,960 and is fully paid up."
B. Proposal for remuneration policy of the Topdanmark group including its general guidelines for performance-related pay
In accordance with Section 77(d) of the Danish Financial Business Act, the Board of Directors has adopted "Remuneration policy of the Topdanmark Group". It is proposed that the proposal for "Remuneration policy of the Topdanmark Group including its general guidelines for performance-related pay" submitted by the Board of Directors be adopted by the AGM. The complete proposal for "Remuneration policy of the Topdanmark Group including its general guidelines for performance-related pay" is available on www.topdanmark.com → Corp. Gov. → General meetings → AGM 2011.
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
Conditions of adoption
The adoption of the proposals referred to in items III, V(B) and VI requires a simple majority of votes.
The adoption of the proposal referred to in item V(A) 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 votes will be based on the principle of one vote per share.
Size of share capital, shareholders' voting rights and date of registration
The share capital of Topdanmark totals DKK 156,665,500 divided into 15,666,550 shares of DKK 10 each. Topdanmark's holding of own shares, which do not entitle the holder to vote at the AGM, is 1,623,925 shares. Therefore the number of voting rights at the AGM is 14,042,625. Danske Bank is the share issuing bank through which shareholders may exercise their financial rights.
The date of registration will be 5 April 2011.
Shareholders who own shares in the Company on the date of registration are entitled to attend the AGM and vote on their shares. A shareholder's shareholding is calculated on the date of registration based on the registration of the shareholder's shares in the Register of Owners and the information of ownership received by the Company for registration in the Register of Owners. The attendance of a shareholder is also dependent on the shareholder having timely obtained an admission card as described below.
Admission card
Shareholders who want to attend the AGM should obtain admission cards no later than 8 April 2011 by applying to Topdanmark A/S, Share Administration Department, Borupvang 4, 2750 Ballerup, Denmark, telephone + 45 4468 4411, email aktieadm@topdanmark.dk.
Proxy and postal vote
Shareholders may grant the Board of Directors a proxy. Proxies can by revoked at any time. Shareholders may vote in writing by letter. Postal votes cannot be revoked. Electronic proxy and postal vote forms can be downloaded from the Company's website www.topdanmark.com. Shareholders who want to grant the Board of Directors a proxy or vote by letter need to send it by post or email to aktieadm@topdanmark.dk to reach the Company by 8 April 2011.
Further information
The Notic Convening the AGM, information of the total number of shares and voting rights on the date of the Notice, those documents to be presented at the AGM, the agenda and the complete proposals as well as those forms to be used for voting by proxy or letter will be available on the Company's website www.topdanmark.com The material is also available from Topdanmark's Share Administration.
Please direct any queries to:
Steffen Heegaard, Head of IR and Group Communications
Direct: +45 4474 4017, Mobile: +45 4025 3524