7 March 2019
Announcement No. 05/2019
Notice convening the Annual General Meeting on 3. April 2019
Notice convening the Annual General Meeting of Topdanmark A/S, CVR No. 78 04 00 17, on Wednesday 3 April 2019, 15:00 (CET), at Tivoli Congress Center, Arni Magnussons Gade 2-4, DK-1577 Copenhagen V.
The Board of Directors will submit:
I.Report on the company’s activities during 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.
The Board of Directors proposes a dividend distribution of DKK 15 per share.
- Any proposals submitted by the Board of Directors or the shareholders.
Proposals from the Board of Directors:
A. Proposal to amend the Articles of Association
1. Proposal that the Annual General Meeting, in addition to Danish, also has English as the corporate language etc.
In 2018, the Annual General Meeting adopted that, in addition to Danish, the annual general meeting can be held in whole or in part in English, Swedish or Norwegian.
For the purpose of making it possible to use English in other contexts also, the Board of Directors proposes that article 3 of the Articles of Association is amended to the effect that in addition to Danish, the Topdanmark group also has English as its corporate language, that a notice convening the meeting and the agenda with entire proposals for the general meeting and other material for this purpose can be prepared in English in addition to Danish, and that annual reports, in addition to Danish, can be prepared and presented in English only, and that company announcements can be prepared in English only where the Board of Directors so determines.
In continuation thereof, it is proposed that article 3 is amended to read:
(1) In addition to Danish, the Topdanmark group also has English as its corporate language.
(2). In addition to Danish, English, Swedish or Norwegian can be used in whole or in part at the general meeting.
(3). Notice convening the meeting and an agenda with complete proposals for the annual general meeting and other materials for the purpose thereof can be prepared in English, in addition to Danish.
(4). In addition to Danish, annual reports can be prepared and presented in English only.
(5). Company announcements can be prepared in English only where the Board of Directors so determines.”
2. Proposal that the signing rules are specified so that it appears specifically from the Articles of Association that Topdanmark is also bound by the signatures of the entire Board of Directors.
The signing rules in article 24 of the Articles of Association are proposed to be amended to read:
The company is bound by:
1. the joint signatures of the entire Board of Directors, or
2. the joint signatures of the chairman of the Board of Directors and the vice chairman, or each jointly with the signature of another board member or a director, or
3. the joint signatures of a director with a member of the Board of Directors or another director.”
3. Proposal that the Articles of Association are linguistically updated in compliance with applicable legislation.
It is proposed that articles 14 and 23 are linguistically updated in compliance with applicable legislation, including that annual accounts are consequentially changed to annual report, and that annual review is consequentially changed to management’s review.
B. Proposal on change to the remuneration policy
The Board of Directors wishes to enhance the possibility adopted by the Annual General Meeting in 2018 to be able to remunerate Topdanmark’s Executive Board via performance-related bonus remuneration to also include Topdanmark’s management group comprising a number of divisional directors and service area directors (“Orientation Forum”).
The Board of Directors proposes that the remuneration policy of the Topdanmark group be amended accordingly.
The full wording of the remuneration policy following the proposed amendments can be seen at www.topdanmark.com → Investor → News → General meetings.
As the result of a new organisation and new requirements for a remuneration policy and reporting from the directive on the exercise of certain rights of shareholders in listed companies, which must be implemented in Danish law no later than 10 June 2019, Topdanmark is working on a new People Strategy for the Topdanmark group, and in parallel therewith a new remuneration policy that supports the People Strategy and lives up to the new remuneration policy requirements.
It is expected that a new remuneration policy is presented for the adoption by the general meeting at Topdanmark’s annual general meeting 2020.
C. Proposal on remuneration for the Board of Directors
The Board of Directors proposes that the ordinary basic remuneration for the financial year 2019 to be paid to the Board of Directors is maintained at DKK 385,000.
Proposal from shareholders:
D. Proposal from shareholder, Thomas Meinert Larsen
Thomas Meinert Larsen has submitted the following proposal:
The annual general meeting recommends that the Board of Directors will annually publish a statement for the exercise of active ownership in coal, oil and gas companies for the purpose of ensuring that these fossil companies stop misinforming about the climate and stop performing lobbyism counteracting the Paris Agreement on ensuring below 1.5 degrees or maximum 2 degrees of global warming. It is further recommended to the Board of Directors to dispose of shares and bonds in coal, oil and gas companies where the active ownership does not lead to a cessation of such activities.
The Board of Director’s comments on the proposal: Topdanmark has joined the UN Global Compact principles and, i.a., reports on CO2 emissions and climate strategy via an annual climate report, in accordance with the Carbon Disclosure Project. Furthermore, Topdanmark declares on an annual basis how the company relates to the recommendations for active ownership determined by the Corporate Governance Committee, and reports annually on active ownership in the CSR report.
It is the opinion of the Board of Directors that Topdanmark conducts its business within a framework ensuring the necessary consideration of public interests, including climate and the environment, taking into account the relevant legislation for insurance groups. Consequently, it is the opinion of the Board of Directors that further or other initiatives are not currently required. Therefore, the Board of Directors does not second the proposal. The full wording of the Board of Directors’ comments to the proposal can be seen at www.topdanmark.com → Investor → News → General meetings.
V. Election of members to the Board of Directors.
All Board members elected by the annual general meeting are up for election.
The Board of Directors proposes the election of:
A.Anne Louise Eberhard
A detailed description of each Board member is available on Topdanmark's website www.topdanmark.com → Investor → News → General meetings. These descriptions have also been sent to the shareholders who have requested a written invitation to the Annual General Meeting.
VI. Election of one state-authorised public accountant.
The Board of Directors proposes re-election of Ernst & Young P/S in accordance with the recommendation of the Audit Committee. The Audit Committee has not been influenced by third parties and has not been subject to any agreement with a third party that restricts the Annual General Meeting’s election of certain auditors or auditing firms.
VII. Any other business.
The adoption of items III, IVA.3, IVB, IVC, IVD, V and VI on the agenda requires a simple majority of votes.
The adoption of item IVA.1-2 on the agenda requires that two thirds of both the votes cast and the share capital represented at the Annual General Meeting accept the proposal.
Voting will be based on the principle of one vote per share.
Amount of share capital, shareholders' voting rights and date of registration
The share capital of Topdanmark totals DKK 90,000,000 divided into 90,000,000 shares of DKK 1 each. Topdanmark's holding of own shares, which do not entitle the holder to vote at the Annual General Meeting, is 3,316,628 shares. Therefore, the number of voting rights at the Annual General Meeting is 86,683,372. Danske Bank is the share issuing bank, through which shareholders may exercise their financial rights.
The date of registration is 27 March 2019.
Shareholders who own shares in the company on the date of registration are entitled to attend the Annual General Meeting and to vote. A shareholder's shareholding is calculated on the date of registration based on the registration of the shareholder's shares in the register of shareholders and the information of ownership received by the company for registration in the register of shareholders. The attendance of a shareholder is also dependent on the shareholder having obtained in a timely manner an admission card as described below.
Shareholders who want to attend the Annual General Meeting should obtain admission cards no later than 29 March 2019 via www.topdanmark.com → Investor → Investor service → InvestorPortalen or by contacting VP Investor Services, Weidekampsgade 14, DK-2300 Copenhagen S, email firstname.lastname@example.org or at VP Investor Services’ website www.vp.dk/gf.
It will be possible to receive the admission card by email. Shareholders who want to receive the admission card by email must state this when ordering the admission card. It is a condition that
the shareholder’s email address has already been registered on InvestorPortalen. After registration, the shareholder will receive an electronic admission card that must be presented at the Annual General Meeting using a smartphone or a tablet. If the shareholder has forgotten the admission card, access can be obtained against presentation of identification. Ballot papers will be handed out at the entry point of the general meeting.
Proxy and vote by post
Shareholders may grant a proxy. Proxies can by revoked at any time. Shareholders may vote in writing by post. Votes by post are irrevocable. Shareholders may grant their electronic proxies and votes by post on Topdanmark’s investor portal available on www.topdanmark.com → Investor → Investor service → InvestorPortalen. Paper proxy forms and votes by post forms can be downloaded from the company's website www.topdanmark.com → Investor → News → General meetings. Shareholders who want to grant a proxy or to vote by post must do so via Topdanmark’s investor portal or at VP Investor Services’ website www.vp.dk/gf no later than 29 March 2019 or submit it in writing or by email to email@example.com so that it is received no later than 29 March 2019.
For the three weeks preceding the Annual General Meeting, the notice convening the meeting, information on the total number of shares and voting rights on the date of the notice, the documents that will be presented at the Annual General Meeting, the agenda and the complete proposals, as well as those forms that will be used for voting by proxy or by post, will be available at the company’s website www.topdanmark.com → Investor → News → General meetings. The materials can also be requested by contacting Topdanmark's Share Administration.
Questions from shareholders
Under section 102 of the Danish Companies Act, shareholders may ask questions about the agenda or about documents etc. to be used at the Annual General Meeting or on matters important to the assessment of the annual report and the Company's position or to questions to be decided at the Annual General Meeting. Prior to the Annual General Meeting, such questions can be asked by contacting, in person or in writing, Topdanmark A/S, Share Administration Department, Borupvang 4, DK-2750 Ballerup, Denmark, telephone + 45 44 68 44 11, email firstname.lastname@example.org.
The Annual General Meeting will be broadcast live on Topdanmark's website www.topdanmark.com → Investor. Following the Annual General Meeting, the broadcast will also be available on the Company’s website.
The broadcast, which includes both video and sound, will cover the platform and lectern of the Annual General Meeting.
THE BOARD OF DIRECTORS
Please direct any queries to:
Steffen Heegaard, Group Communications and IR Director
Telephone: +45 4474 4017
Reg. No. 78040017