20 March 2013
Announcement No. 05/2013
Notice convening Annual General Meeting of Topdanmark A/S on Wednesday 17 April 2013, 15:00 (CET), at Tivoli Congress Center, Arni Magnussons Gade 2-4, 1577 Copenhagen V.
The AGM will be broadcast live on Topdanmark's website www.topdanmark.com → Investor.
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 Executive
Board.
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 at the general meeting are up for election. Anders Knutsen is not standing for re-election. The Board of Directors proposes that Birgitte Nielsen is elected as a new member of the Board of Directors. Re-election of the other members of the Board is proposed.
The Board of Directors proposes election of:
- Anders Colding Friis
- Jens Maaløe
- Birgitte Nielsen
- Michael Pram Rasmussen
- Annette Sadolin
- Søren Thorup Sørensen
A detailed description of each Board member is available on Topdanmark's website www.topdanmark.com → Investor → General meetings. It has also been sent to those shareholders who have requested a written invitation to the AGM.
V. Any proposals submitted by the Board of Directors or the shareholders.
Proposals submitted by the Board of Directors:
A. Proposal for amendments to the Articles of Association
1. The existing authorisations granted to the Board of Directors to increase the share capital etc. expire in 2013. As in most C20 companies, such authorisations have been granted to the Board of Directors for a several years. The Board of Directors proposes that these authorisations be renewed for another period of five years.
It is proposed to amend the existing Articles 3A-D to:
“Article 3.
The Board of Directors has been empowered to increase the share capital by issuing new shares of up to DKK 2.5 million (nominal value) in total by one or more issues with pre-emptive rights for the Company's existing shareholders, without prejudice to Article 3.G (see below). The increase will be proportionately divided between all shareholders, and the subscription price will be fixed by the Board of Directors.
The authorisation will be in force until 17 April 2018.
Article 3.B
The Board of Directors has been empowered to increase the share capital by issuing new shares of up to DKK 2.5 million (nominal value) in total by one or more issues without pre-emptive rights for the Company's existing shareholders, without prejudice to Article 3.G (see below). The subscription price for the new shares shall be the market price.
The authorisation will be in force until 17 April 2018.
Article 3.C
The Board of Directors has been empowered to raise, with pre-emptive rights for the Company's existing shareholders, one or more loans against bonds or other instruments of debt entitling the lender to convert his/her claim into shares in the Company. The maximum size of any share capital increase resulting from the debt conversion shall be DKK 2.5 million (nominal value) in total, without prejudice to Article 3.G (see below).
The authorisation will be in force until 17 April 2018. The period of conversion may be fixed at a longer period than five years following the raising of the convertible loan.
The decision of the Board of Directors to raise convertible loans shall be included in the Articles of Association, and the Board of Directors shall be entitled to make the ensuing amendments to the Articles of Association.
Article 3.D
The Board of Directors has been empowered to raise, without pre-emptive rights for the Company's existing shareholders, one or more loans against bonds or other instruments of debt entitling the lender to convert his/her claim into shares in the Company. The maximum size of any share capital increase resulting from the debt conversion shall be DKK 2.5 million (nominal value) in total, without prejudice to Article 3.G (see below). The convertible instruments of debt shall be offered on market terms.
The authorisation will be in force until 17 April 2018. The period of conversion may be fixed at a longer period than five years following the raising of the convertible loan.
The decision of the Board of Directors to raise convertible loans shall be included in the Articles of Association, and the Board of Directors shall be entitled to make the ensuing amendments to the Articles of Association.
Article 3.E
The Board of Directors has been empowered to issue warrants by one or more issues with pre-emptive rights for the Company's existing shareholders. The maximum size of such share capital increase to be made on the basis of the warrants shall be DKK 2.5 million (nominal value) in total, without prejudice to Article 3.G (see below).
The authorisation shall be in force until 17 April 2018.
The decision of the Board of Directors to issue warrants shall be included in the Articles of Association, and the Board of Directors shall be entitled to make the ensuing amendments to the Articles of Association.
Article 3.F
The Board of Directors has been empowered to issue warrants by one or more issues without pre-emptive rights for the Company's existing shareholders. The maximum size of such share capital increase to be made on the basis of the warrants shall be DKK 2.5 million (nominal value) in total, without prejudice to Article 3.G (see below). The warrants shall be offered on market terms.
The authorisation shall be in force until 17 April 2018.
The decision of the Board of Directors to issue warrants shall be included in the Articles of Association, and the Board of Directors shall be entitled to make the ensuing amendments to the Articles of Association.
Article 3.G
The maximum utilisation of the authorisations granted to the Board of Directors in Articles 3.A-3.F to increase the share capital shall be DKK 2.5 million (nominal value) in total. At the discretion of the Board of Directors, the increase shall be effected by cash payment, by payment in values corresponding at least to the market value of the shares issued, by conversion of debt or by the issue of bonus shares.
Article 3.H
Shares issued as a result of Articles 3.A.-3.F shall be negotiable instruments, registered in the name of the holder and in any respect rank pari passu with existing shares.
Article 3.I
The Board of Directors shall fix the more specific conditions of capital increases effected in accordance with Articles 3.A-3.F.
Article 3.J shall replace the existing Article 3.E.
2. Due to the reduction from five to three years of the general limitation period of Danish legislation, the change of name of the Danish Business Authority (Erhvervsstyrelsen) and the amendments proposed in item VA1, the Board of Directors proposes the following consequential amendments:
It is proposed to amend Article 9(1) to:
“(1). Dividend amounts remaining unclaimed three years after the relevant Annual General Meeting shall revert to the Company.
This shall not, however, apply to dividend amounts retained by the Company because of the minimum payment rule set out in Article 7(3). In the case of such amounts, the three-year period of limitation shall commence when the dividend amount (net of coupon tax) exceeds DKK 50.”
It is proposed to amend Article 11(5) to:
“(5). The convening notice, which contains the agenda, shall be published via the IT information system of the Danish Business Authority (Erhvervsstyrelsen) and Topdanmark's website.”
It is proposed to amend Article 25 to:
“The Board of Directors has been empowered to effect such amendments to the Company's Articles of Association as may be required by the Danish Business Authority (Erhvervsstyrelsen) or which are deemed necessary as a result of the Board of Directors' utilisation of the authorisations granted in Articles 3.A-3.F or Article 5(4).”
B. Proposal for reduction in share capital
The Board of Directors proposes that the share capital be reduced by 12,500,000 of own shares of DKK 1 each with a total nominal value of DKK 12,500,000. 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 1,129.6 per DKK 100 share (equivalent to a listed price of DKK 112.96 per DKK 1 share). Thus DKK 1,411,958,824.00 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 125,000,000 and is fully paid up."
VI. Election of one state-authorised public accountant to serve as auditor.
The re-election of Deloitte, Statsautoriseret Revisionspartnerselskab is proposed.
VII. Any other business
Conditions of adoption
The adoption of the proposals referred to in items III, IV and VI requires a simple majority of votes.
The adoption of the proposal referred to in items V(A)(1), (A)(2) 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 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 137,500,000 divided into 137,500,000 shares of DKK 1 each. Topdanmark's holding of own shares, which do not entitle the holder to vote at the AGM, is 16,146,000 shares. Therefore the number of possible voting rights at the AGM is 121,353,000. Danske Bank is the share issuing bank through which shareholders may exercise their financial rights.
The date of registration will be 10 April 2013.
Only 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 obtained in a timely manner an admission card as described below.
Admission card
Shareholders who want to attend the AGM should obtain admission cards no later than 12 April 2013 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 → Investor → General meetings. Shareholders who want to grant the Board of Directors a proxy or vote by letter need to do so by post or email to aktieadm@topdanmark.dk to reach the Company by 12 April 2013.
Further information
The Notice 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 → Investor → General meetings during the last three weeks prior to the AGM. The material is also available from Topdanmark's Share Administration.
Questions from shareholders
Pursuant to Section 102 of the Danish Companies Act, shareholders may ask questions about the agenda or about documents etc. to be used at the AGM or on matters important to the assessment of the Annual Report and the Company's position or to questions to be decided at the AGM. Prior to the AGM such questions can be asked by contacting, in person or in writing, Topdanmark A/S, Share Administration Department, Borupvang 4, 2750 Ballerup, Denmark, telephone + 45 4468 4411, email aktieadm@topdanmark.dk.
Please direct any queries to:
Steffen Heegaard, Group Communications and IR Director
Mobile: +45 4025 3524
Topdanmark A/S
Reg.No. 78040017
Borupvang 4
2750 Ballerup