Call options, employee shares and bonds / Share capital and voting rights in Topdanmark

30 September 2008
Announcement No. 15/2008


At a Board meeting today, the Board of Directors decided to issue call options,
employee shares and bonds for 2009. 

CALL OPTIONS
In accordance with the "General guidelines for performance-related pay in
Topdanmark" the Board of Directors has decided to issue call options. On 2
January 2009, 150,000 options will be offered, each entitling the holder to buy
one share in Topdanmark at the price of the shares on 30 December 2008 (average
of all trades) plus 10%. 

The options will be issued to the members of the Topdanmark Group's executive
team and certain other employees at the discretion of the Board of Directors. 

The options will be able to be exercised after the announcement of the first
interim results three years after the options were acquired. 

The options cannot be exercised any later than three banking days after the
announcement of the annual results five years after the options were acquired.
In the intervening period the options may be exercised up until three banking
days subsequent to Topdanmark's publication of its annual and interim reports. 

The value of the options has initially been calculated to be DKK 17m,
representing about 30% of the entire remuneration package of the executive
team, and will be recognised in the Q1 2009 accounts. This value has been
calculated in accordance with IFRS 2 on share-based payments; specifically
using the Black and Scholes model assuming a share price of DKK 750 per share,
an interest rate equivalent to the swap curve of 26 September 2008, future
annual volatility of 20%, corporation tax of 25% and a pattern of exercise
similar to Topdanmark's previous allocations of share options. 

EMPLOYEE SHARES AND BONDS
The Board of Directors has also decided to offer employee shares and bonds to
the employees for the period 1 January to 31 December 2009. 

The allocation will be based on cash salary reductions within the framework of
Section 7 (A), (1), (2) and (3) of the Danish Tax Assessment Act and will be
effected on 30 November 2009. Those participating in the scheme must be
employees of Topdanmark or of those subsidiaries directly or indirectly owned
by Topdanmark. They need to have been employed by 1 December 2008, employed at
least eight hours per week and on 30 November 2009 not have given notice or
have been given notice to terminate their employment. 

Topdanmark expects to issue 40,000 employee shares and employee bonds with a
nominal value of DKK 50m. The cost of this issue is expected to be about DKK
75m in 2009 corresponding to the cash salary reductions. 

SHARE CAPITAL AND VOTING RIGHTS IN TOPDANMARK
With reference to Section 6 of Order No. 1,172 of 9 October 2007 on issuers'
disclosure requirements it is hereby announced that the share capital of
Topdanmark totals DKK 166,713,500 divided into 16,671,350 shares of DKK 10
each, corresponding to 16,671,350 voting rights. 

To date Topdanmark has bought back own shares of DKK 366m of the programme of
DKK 750m for 2008 previously announced. 



Please direct any queries to:
Steffen Heegaard, Head of IR and Communications
Mobile: +45 4025 3524