Topdanmark A/S : Notice convening the AGM 2022 (130 KB)

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Topdanmark A/S

Notice convening the Annual General Meeting 24 March 2022

Topdanmark A/S

Notice convening the annual general meeting of Topdanmark A/S, CVR number 78 04 00 17, on Thursday 24 March 2022, at 15:00. The general meeting will be held as a fully virtual general meeting without the possibility of physical attendance under the articles of association of the company.

The Board of Directors presents:

1. Report on the company's activities in the past year.

1. Presentation of the audited annual report signed by the Board of Directors and the Executive Board.

1. Approval of the annual report and decision on the appropriation of profits according to the approved annual report.

The Board of Directors proposes a total dividend of DKK 34.50 per share.

IV. The presentation of the remuneration report for indicative voting.

1. Proposals from the Board of Directors or the shareholders.

Proposals from the Board of Directors:

1. Proposal on the remuneration of the Board of Directors
   The Board of Directors proposes that the Board of Directors' usual basic remuneration for the financial year 2022 is maintained at DKK 423,500.

Proposals from shareholders:

1. Proposal from shareholder Thomas Meinert Larsen
   Thomas Meinert Larsen has submitted the following proposal and arguments:
   "That Topdanmark joins the international investor coalition "Net Zero Asset Owner Alliance".
   As a shareholder and citizen, it is my interest that Topdanmark acts responsibly in relation to adopted

UN decisions, including the climate agreement from Paris, to the effect that Topdanmark, with due care, contributes to us as citizens having good lives without accelerating climate disasters, which also challenge Topdanmark's own business as an insurance company.

Unfortunately, in the latest WWF survey from 2020 regarding Danish pension funds, Topdanmark has received the industry's lowest score in relation to ensure climate action in the investments. That is very distressing to Topdanmark's reputation. It would be a natural strengthening of Topdanmark's work of supporting the Paris Agreement that Topdanmark would join Net Zero Asset Owner Alliance (NZAOA) as recommended by WWF.

NZAOA is an international investor coalition, at present comprising more than 69 institutional investors with a total of DKK 65 trillion (~ DKK 65,000 billion) as its total investment assets that was launched at the UN Climate summit in New York on 23 September 2019. The members of the coalition agree to the target of making their investments climate-neutral no later than in 2050, and to work to limit temperature increases at a maximum of 1.5°C and to observe Article 2.1c of the Paris Agreement. The members also undertake a CO2 reduction of between 16-29% for their portfolios toward 2025. NZAOA is an ambitious and holistic coalition for institutional investors that want to lead the way in the climate area.

At present, there are seven Danish members of NZAOA, namely Akademikerpension, P+, Pension Danmark, Danica Pension, PFA, PKA and Lægernes Pension. NZAOA is also supported by the United Nations Environment Program Finance Initiative (UNEPFI) and the UN Principles for Responsible Investments (UNPRI). Source: https://www.unepfi.org/net-zero-alliance/"

Alternatively, Topdanmark should join the Paris Aligned Investment Initiative (PA II), an initiative which in many ways resembles NZAOA but is less binding and includes a fewer number of investors than NZAOA, however, it does include six Danish pension companies. Source: https://www.parisalig- nedinvestment.org/"

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Topdanmark A/S · Aktieadministrationen · Borupvang 4 · DK-2750 Ballerup · Tel [phone] · [e-mail]· www.topdanmark.comCVR no. 78040017

The Board of Directors has the following comments to the proposal:

Directors understands and generally agrees with the intentions behind the suggested proposal. Thus the Board of Directors has also focused on the climate area and sustainability in general from the point of view that Topdanmark should conduct its business in the best possible way based on internationally recognised standards, and the conventions which Denmark accedes to. Based on this, Topdanmark works with focus on sustainability, and it is assessed on an ongoing basis whether various international associations contribute noticeably to initiatives already started. Therefore, Topdanmark has joined the UN Global Compact principles and also actively supports the Paris Agreement in addition to the goal of the Danish government of a 70% CO2 reduction by 2030. Topdanmark has set a goal of becoming CO2 neutral by 2030 as regards the operation of buildings, company driving and air travel.

The proposal relates to investments, and within this area Topdanmark also work with climate and sustainability. Thus, Topdanmark stopped investing in producers of fossil fuels based on tar sand and thermal coal many years ago. At the same time,

a goal has been set for our investments, a goal of 20% of provisions of the life insurance company should be made in green investments in 2030.

Topdanmark reports on the investments' compliance with the expectations of a 1.5°C scenario in the annual sustainability report. Further, Topdanmark annually accounts for how the company relates

to active ownership and reports on it in the sustainability report.

Two years ago, Topdanmark launched a new pension product - Formålspension (Purpose pension) - in which the customers i.a. do not have investments in the production of fossil fuel.

Topdanmark has an ambition that irrespective of which product category a customer of Topdanmark Livsforsikring chooses to invest their savings in, there must always be a relevant and competitive offer that takes into account extended consideration of the climate, and environmental and social factors and good corporate governance.

It is the Board of Directors' assessment that Topdanmark conducts its activities according to the world which we are part of. Also 2021 has seen

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a clear and noticeable movement in the direction that the proposer wants and motivates his proposal with. Topdanmark will also in the future support the work towards a more climate-neutral world. Therefore, Topdanmark has also looked into both NZAOA and IIGCC's forum, Paris Aligned Investment Initiative, and supports the intention of the initiatives, however, the Board of Directors currently assesses that the best way to ensure climate action in investments is to continue Topdanmark's ongoing work in the area. The Board of Directors follows developments, and on an ongoing basis, it assesses and addresses when and if it is time for Topdanmark to take new actions, including joining any new initiatives or coalitions. However, it is

the assessment of the Board of Directors that the initiatives prioritised by Topdanmark at present are those resulting in the best effect.

Therefore, the Board of Directors does not support the proposal.

For further information about Topdanmark's results and initiatives, reference is made to Topdanmark's Sustainability report 2021, CDP report and ESG Fact Book 2021, which can be found at Topdanmark's website www.topdanmark.com → Sustainability → Sustainability in Topdanmark → Reports.

Reference can specifically be made to the following sections of the Sustainability Report 2021:

• Measures and targets in relation to climate changes and CO2 reduction, on pages 39-40 and pages 41-43.
• Climate reporting on pages 69-72.
• Measures and targets in relation to responsible investments and active ownership on pages 48-51.

For further information on strategy and measures in relation to climate changes, reference can be made to Topdanmark's latest report to CDP (Carbon Disclosure Project): https://www.topdanmark.com/binaries/content/assets/corporate/investor-rapporter-og-praesentationer/cdp-rapporter/cdp-report-2020-climate-change.-published-in-2021.pdf

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Topdanmark A/S · Aktieadministrationen · Borupvang 4 · DK-2750 Ballerup · Tel [phone] · [e-mail]· www.topdanmark.comCVR no. 78040017

VI. Election of members to the Board of Directors.

All members of the Board of Directors elected by the general meeting are up for election.

The Board of Directors proposes election of:

1. Maria Hjorth
2. Cristina Lage
3. Petri Niemisvirta
4. Morten Thorsrud
5. Ricard Wennerklint
6. Jens Aaløse

A more detailed description of the individual board members can be found at Topdanmark's website www.topdanmark.com → Investors → News → General meetingsand has been sent to the shareholders who have requested to receive a written notice convening the general meeting.

VII. Appointment of a state-authorised public accountant.

The Board of Directors proposes reelection of KPMG 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 third-party agreement which restricts the appointment by the general meeting to certain auditors or audit firms.

VIII. Any other business.

Adoption requirements

The adoption of items III, IV, VA, VB, VI and VII on the agenda requires a simple majority of votes

Voting takes place according to the principle of one vote per share.

Amount of share capital, voting rights of shareholders and date of registration

Topdanmark's total share capital constitutes DKK 90,000,000 divided into 90,000,000 shares of DKK 1. Topdanmark's holding of own shares, which does not entitle to voting at the general meeting, is 1,875,430 shares. The number of voting rights at the general meeting is therefore 88,124,570. Danske Bank is the share-issuing bank through which shareholders can exercise their financial rights.

The date of registration is 17 March 2022.

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Shareholders who own shares in the company as at the date of registration are entitled to participate in and vote at the general meeting. 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 also depends on the shareholder having registered timely as described below.

Registration for the fully virtual general meeting Shareholders who want to participate in the general meeting must register for the fully virtual general meeting no later than 18 March 2022 atwww.topdanmark.com → Investors → Investor service

• InvestorPortalor by contacting Euronext Securities, Nicolai Eigtveds Gade 8, 1402 Copenhagen by email at [e-mail] on Euronext Securities website www.vp.dk/agm.

Shareholders having registered for the general meeting will receive a confirmation by email. The email contains a link to the general meeting portal and information on the holding of the virtual general meeting, including information about the procedure in connection with the virtual participation and contact information of Euronext Securities for technical support before and during the general meeting. The procedure in connection with virtual participation in the general meeting will also be available in guidelines for participation in the general meeting at the company's website www.topdanmark. com → Investors → News → General meetings.

Power of attorney and postal vote

Shareholders may grant a power of attorney. Powers of attorney can always be revoked. Shareholders may vote in writing by letter. Postal votes cannot be withdrawn.

An electronic power of attorney and postal vote may be given at Topdanmark's investor portal, which is found at www.topdanmark.com → Investors → Investor service → InvestorPortalor can be given at Euronext Securities' website www.vp.dk/agm. Physical power of attorney and postal voting forms can be downloaded from the company's website www.topdanmark.com → Investors → News → General meetings.

Shareholders wanting to grant a power of attorney must give it through Topdanmark's investor portal no later than 18 March 2022 or send it in writing to Euronext Securities, Nicolai Eigtveds Gade 8, 1402 Copenhagen, or by email to [e-mail], so it is received no later than 18 March 2022.

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Topdanmark A/S · Aktieadministrationen · Borupvang 4 · DK-2750 Ballerup · Tel [phone] · [e-mail]· www.topdanmark.comCVR no. 78040017

Shareholders wanting to give a postal vote must give it through Topdanmark's investor portal or send it in writing to Euronext Securities, Nicolai Eigtveds Gade 8, 1402 Copenhagen, or by email to vp_vpinvestor@euronext. com, so it is received no later than 23 March 2022 at 12:00.

Further information

During the last three weeks before the annual general meeting, the notice convening the general meeting, information about the total number of votes and voting rights on the date of the notice, the documents to be presented at the annual general meeting, agenda and the full proposals as well as the forms to be used in case of voting by proxy or by letter will be available at the company's website www.topdanmark.com → Investors

• News →General meetings. The material can also be obtained by contacting Topdanmark's shareholder administration.

Questions from the shareholders

Under section 102 of the Danish Companies Act, shareholders may ask questions about the agenda or documents etc. to be used at the annual general meeting or about matters of importance to the assessment

of the annual report and otherwise the company's position or regarding questions to be decided at the annual general meeting. Such questions can be asked prior to the general meeting by personal or written inquiry to Topdanmark A/S, Shareholder Administration Department, Borupvang 4, DK 2750 Ballerup, tel.: [phone], email [e-mail]. Topdanmark requests shareholders who, prior to the general meeting, know that they want to ask questions or make submissions at the annual general meeting, to send such questions or submissions to the company in advance by email [e-mail].

Technical requirements in connection with the holding of the virtual general meeting

Shareholders wanting to participate in the general meeting and having registered for the fully virtual general meeting, should ensure before the start of the general meeting that the device from which the shareholder participates in the general meeting, meets the requirements below:

• Browser
  The virtual general meeting can be accessed in socalled 'evergreen browsers' on both PC/Mac, mobile and tablet/iPad. 'Evergreen browsers' (Edge, Chrome, Firefox and Opera) are browsers which automatically update to new versions. Likewise, Safari is supported even if it is not an evergreen browser.

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• PC/Android
  The virtual general meeting functions in the browsers Edge, Chrome, Firefox and Opera.
• Apple
  The virtual general meeting functions in the four latest main versions of the Safari browser on Mac, iPhone and iPad (Safari versions 12, 13,14 and 15). If the shareholder has older Apple equipment which may not update to a functional Safari version, the shareholder may install a Chrome browser and use this.
• Internet connection
  The quality of the transmission depends on the shareholder's supplier. The shareholder should as a minimum have a 5-10 Mbit/s connection to experience good transmission.

Holding of the virtual general meeting

The general meeting is held via the general meeting portal as stated above under registration for the virtual general meeting. It is important that the shareholder has logged on to the portal to participate in the general meeting. Here, the shareholder can attend the general meeting via live streaming, write submissions to the items on the agenda and cast their vote in case of any voting.

Submissions before the general meeting

If the shareholder has any submissions to the individual items on the agenda, as mentioned above, the company requests the shareholder to send them in advance as this will facilitate the holding on the day of the general meeting. Submissions are sent by email to the company at the email address [e-mail].

Watching the general meeting

The general meeting is transmitted through livestreaming (webcast) in the general meeting portal. It is important that the shareholder has logged on to the portal to be able to watch and participate in the general meeting.

Questions/submissions during the general meeting After the presentation of each item on the agenda, as usual there will be the possibility of asking questions and provide submissions for the proposals. This will take place in writing through the general meeting portal. Questions can be asked, and submissions can be sent via the general meeting portal during the entire general meeting. The shareholder's questions/submissions will be read aloud and subsequently be answered orally. The shareholder must be logged on to the portal to write a submission.

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Topdanmark A/S · Aktieadministrationen · Borupvang 4 · DK-2750 Ballerup · Tel [phone] · [e-mail]· www.topdanmark.comCVR no. 78040017

Voting

If an item on the agenda comes up for voting, this will be clearly specified on the general meeting portal. The shareholder must be logged on to the portal to cast their vote. If the shareholder has granted a power of attorney or made a postal vote prior to the general meeting, the shareholder has no possibility of voting at the general meeting.

As voting and communication at the general meeting take place virtually, there may be delays in the electronic lines. In the extreme, these delays may last for up to

a number of minutes. The company undertakes no responsibility that a shareholder's questions, if any, comments, proposed changes, submissions or votes cast are received timely to be taken into account at the relevant item on the agenda.

Webcast

The general meeting is also transmitted directly from Topdanmark's website https://topdanmark.com, but from there it is not possible to participate in the virtual general meeting. The transmission can also be viewed on the company's website after the general meeting.

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The recordings will include pictures and sound.

As regards collection and processing of personal data, reference is made to information about personal data law matters and the company's data protection policy, which can be found on the company's website

1. topdanmark.com → Investors → News → General meetings and respectively at www.topdanmark.com → Sustainability → Business management → Data protection → Processing of personal data in Topdanmark.

THE BOARD OF DIRECTORS

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Topdanmark A/S · Aktieadministrationen · Borupvang 4 · DK-2750 Ballerup · Tel [phone] · [e-mail]· www.topdanmark.comCVR no. 78040017