23 March 2010 Announcement No. 04/2009 Notice convening AGM of Topdanmark Annual General Meeting of Topdanmark A/S on Tuesday 20 April 2010, 15:00 (CET), at the Radisson SAS Scandinavia Hotel, Amager Boulevard, 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 Accounts 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. Jørgen Ajslev does not offer himself for re-election. The Board of Directors proposes that Søren Thorup Sørensen, CEO, is elected as a new member of the Board of Directors. It is proposed to re-elect the other members of the Board. The Board of Directors proposes 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 17 March 2010. 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 AMENDMENT OF THE ARTICLES OF ASSOCIATION 1. On 29 May 2009 the Danish Parliament passed Act on Public and Private Companies (the Danish Companies Act). This Act and the terminology used in it has required a number of consequential changes to be made to Topdanmark's Articles of Association. Therefore the Board of Directors now proposes the following amendments to the Articles of Association. These amendments are only a consequence of the Danish Companies Act. It is proposed to amend Article 4(1) to: "(1). The Company's shares shall be registered in the name of the holder in the Company's Register of Owners or inscribed in the Company's share inscription system." It is proposed to amend Article 5(1) to: "(1). The Company may maintain a voluntary share inscription system comprising those shares which are not registered in the name of the holder in the Company's Register of Owners. Inscribed shares cannot be registered in the name of the holder, and shares registered in the name of the holder cannot be inscribed in the system." It is proposed to amend Article 6(1) to: "(1). Every shareholder shall have one vote at General Meetings for each share of DKK 1 owned by the shareholder on the date of registration, see Article 13(1). Voting rights on shares, which have been acquired by transfer, shall only be exercised if the transferee has been registered in the Register of Owners or has notified and proved evidence of his/her acquisition no later than the date of registration." It is proposed to amend Article 8 to: "The shareholders shall be granted pre-emptive rights in connection with a capital increase to the extent it is permitted by legislation. The relevant provisions of the Danish Companies Act shall apply to employee shares." It is proposed to amend Article 11(3-4) to: "(3). Extraordinary General Meetings shall be held when requested by the Board of Directors or the Auditor, or when demanded in writing by shareholders holding in aggregate five per cent of the share capital for the purpose of transaction of specific business. The Extraordinary General Meeting shall then be convened by the Board of Directors within two weeks of having received the request or demand, giving the following notice. (4). The Notice of the Meeting, which shall be published not more than five weeks nor less than three weeks before the General Meeting, shall contain the time and place of the Meeting and the agenda, a description of the size of the share capital and the shareholders' voting rights, a clear and accurate description of those procedures that the shareholders shall observe in order to attend and vote at the General Meeting, the date of registration clearly stating that only individuals who are shareholders on this date are entitled to attend and vote at the General Meeting, information of where and how the complete, unabridged text of those documents referred to in Article 11(7) and the agenda are available and information of the web address where the information referred to in Article 11(7) will be available." It is proposed to amend Article 11(7-9) to: "(7). The Notice Convening the General Meeting, information of the total number of shares and voting rights on the date of the Notice, those documents to be presented at the General Meeting, the agenda and the complete proposals as well as those forms to be used for voting by proxy and voting by letter shall be available on the Company's website within three weeks of the General Meeting being convened. (8). The audited Annual Report shall be available on the Company's website no later than two weeks before the AGM. (9). Proposals desired by the shareholders to be transacted at the General Meeting shall be lodged in writing with the Board of Directors no later than six weeks before the date of the General Meeting." It is proposed to amend Article 12(1)(3) to: ”(3). Adoption of the Annual Report and decision on the appropriation of profits according to the Annual Report as adopted." It is proposed to amend Article 13 to: "(1). Shareholders' right to attend the General Meeting and vote on their shares shall be decided on the basis of the shares they own on the date of registration. The date of registration shall be one week prior to the date of the General Meeting. (2). A shareholder shall notify the Company of attending the General Meeting no later than three days before the date of the Meeting. (3).The Company's General Meetings shall be open to the press." It is proposed to amend Article 15 to: "(1). All matters transacted at the General Meeting shall be decided by a simple majority of votes unless a special majority or representation is required by the Danish Companies Act or these Articles of Association. (2). Decisions on amendments to the Articles of Association are only valid if adopted by an affirmative vote of not less than two thirds of the votes cast as well as of the capital represented at the General Meeting." 2. It is no longer a statutory requirement that when convening a General Meeting the notice be published in the daily newspapers. However, the new Danish Companies Act requires that the convening notice is published on the Company's website. Consequently 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 Commerce and Companies Agency and the Company's website." B. AUTHORISATION TO ACQUIRE OWN SHARES For the period until 20 April 2015 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 15% of the share capital. The shares can be acquired at a minimum price of DKK 105 (market price of DKK 10.5) per share and a maximum price of current market value plus 10%. C. 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". The guidelines are available on Topdanmark's website www.topdanmark.com -> Corp. Gov. -> Remuneration structure -> Incentive arrangements. It is proposed that the Board of Directors is specifically authorised to issue to the Company's Board of Management and other executives for 2011 up to 150,000 options / warrants and employee shares with a nominal value of up to DKK 40,000. Consequently it is proposed that Clauses 5 and 6 of "General guidelines for performance-related pay in Topdanmark" be formulated as follows for 2011: ”5. Specifically, for 2011, 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 the Board of Directors is authorised to issue employee shares with a nominal value of up to DKK 40,000 to the Board of Management and the Friday Team. The estimated value of the call options / warrants is DKK 16m as calculated using the Black and Scholes model assuming a price of DKK 700 per share, an interest rate corresponding to the zero coupon rate based on the swap curve on 17 March 2010, future volatility of 22% 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 3m calculated on the basis of a market price of DKK 700 per share. 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 2011 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 2010 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 accounts 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 accounts. The employee shares will be allocated at the end of November 2011 and held on trust for seven years until the end of 2018. D. 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 3,712,500 to a total of DKK 4,050,000 implying an increase in the ordinary remuneration from DKK 275,000 to DKK 300,000 with effect from the financial year 2010 commencing 1 January 2010. 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(B), V(C), V(D) and VI requires a simple majority of votes. The adoption of the proposals referred to in item V(A)(1) is conditional upon the affirmative vote of only one shareholder. The adoption of the proposal referred to in items V(A)(2) 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 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 General Meeting, the agenda and the complete proposals as well as those forms to be used for voting by proxy will be available on the Company's website www.topdanmark.com during the last three weeks prior to the AGM. The audited Annual Report will also be available on he Company's website www.topdanmark.com during the last two weeks prior to the AGM. Shareholders who want to attend the meeting should obtain admission cards no later than 15 April 2010 by applying to Topdanmark A/S, Share Administration Department, Borupvang 4, 2750 Ballerup, Denmark, telephone + 45 4468 4411, email aktieadm@topdanmark.dk. Shareholders who want to vote by proxy need to send it to reach the Company by 15 April 2010. The share capital of Topdanmark totals DKK 170,309,030 divided into 17,030,903 shares of DKK 10 each, corresponding to 17,030,903 voting rights. Voting rights on shares, which have been acquired by transfer, shall only be exercised if the shares have been registered no later than the date of the Notice convening the AGM, or if the shareholder has notified and proved evidence of 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