20 March 2014
Announcement No. 05/2014
Notice convening the Annual General Meeting of Topdanmark A/S on Thursday 10 April 2014, 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. Following the AGM the broadcast will also be available on the Company’s website.
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. Any proposals submitted by the Board of Directors or the shareholders
A. Proposal for amendments to the Articles of Association
If P&C Insurance Holding Ltd. (publ.) (”If”), the Company's main shareholder which, at the time of convening the AGM, holds 25.18% of the share capital, wants representation on the Company's Board. As If carries on business in the Danish non-life insurance market, such representation requires a change of the eligibility conditions of the Articles of Association.
The Board of Directors finds If’s wish understandable, and therefore it proposes to amend Article 16(1) to the effect that the previous provision stipulating that people who are employed by or work for another competing company are not eligible, be deleted.
It is proposed to amend Article 16(1) to:
“Article 16
The Board of Directors shall be composed of up to six members, elected at the Annual General Meeting.
Shareholders of the Company who are not associated with the Group by their employment are eligible for election.”
B. Proposal for reduction in share capital
The Board of Directors proposes that the share capital be reduced by 10,000,000 of own shares of DKK 1 each with a total nominal value of DKK 10,000,000. 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 144.76 per DKK 1 share. Thus DKK 1,447,395,298 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 115,000,000 and is fully paid up."
C. Proposal for amendment of remuneration policy
So far, all members of the Audit Committee have received half the basic Board remuneration. The Board of Directors proposes that from the financial year 2014 the Chairman of the Audit Committee receive ¾ of the Board's basic remuneration and that Topdanmark's remuneration policy be changed accordingly.
The Board of Directors has set up a nomination committee. The Nomination Committee receives no remuneration. It is proposed that this be included in the remuneration policy.
No other changes of the remuneration policy are proposed than those stated above.
The complete text of the remuneration policy following the proposed changes is available on www.topdanmark.com → Investor → News and calendar → General meetings.
V. Election of members to the Board of Directors
All Board members elected at the AGM are up for election.
The Board of Directors proposes election of:
1. Anders Colding Friis
2. Torbjörn Magnusson
3. Birgitte Nielsen
4. Michael Pram Rasmussen
5. Annette Sadolin
6. Søren Thorup Sørensen
A detailed description of each Board member is available on Topdanmark's website www.topdanmark.com → Investor → News and calendar → General meetings. These descriptions have also been sent to those shareholders who have requested a written invitation to the AGM.
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(C), V and VI requires a simple majority of votes.
The adoption of the proposal referred to in items IV(A) and IV(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 125,000,000 divided into 125,000,000 shares of DKK 1 each. Topdanmark's holding of own shares, which do not entitle the holder to vote at the AGM, is 13,900,000 shares. Therefore the number of voting rights at the AGM is 111,100,000. Danske Bank is the share issuing bank through which shareholders may exercise their financial rights.
The date of registration will be 3 April 2014.
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 4 April 2014 at www.topdanmark.com or 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. Shareholders may grant their electronic proxies and vote on Topdanmark’s investor portal available at www.topdanmark.com. Paper postal proxy forms and paper postal vote forms can be downloaded from the Company's website www.topdanmark.com → Investor → News and calendar → 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 4 April 2014.
Further information
The Notice Convening the AGM, information on 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 → News and calendar → General meetings during the 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
DK- 2750 Ballerup