31 march 2009 Announcement No. 05/2009 Annual General Meeting of Topdanmark A/S on Tuesday 21 April 2009, 15:00 (CET), at the Radisson SAS Scandinavia Hotel, Amager Boulevard, 2300 Copenhagen S. The Annual General Meeting 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. The Board of Directors proposes re-election of: A. Jørgen Ajslev B. Anders Knutsen C. Jens Maaløe D. Michael Pram Rasmussen E. Annette Sadolin 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 11 March 2009. 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 authorisation to acquire own shares For the period until the Annual General Meeting in 2010 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 or its subsidiaries must not exceed 10% 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%. B. 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 2010 up to 150,000 options, employee shares with a nominal value of up to DKK 20,000 and employee bonds with a nominal value of up to DKK 5m. Consequently it is proposed that Clauses 5 and 6 of "General guidelines for performance-related pay in Topdanmark" be formulated as follows for 2010: ”5. Specifically, for 2010, 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, for 2010, the Board of Directors is authorised to issue employee shares with a nominal value of up to DKK 20,000 and employee bonds with a nominal value of up to DKK 5m to the Board of Management and the Friday Team. The estimated value of the call options and warrants is DKK 12m as calculated using the Black and Scholes model assuming a price of DKK 542 per share, an interest rate corresponding to the zero coupon rate based on the swap curve on 27 March 2009, future volatility of 20%, corporate tax rate of 25% 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 1m calculated on the basis of a market price of DKK 542 per share. The value of the employee bonds will be about DKK 5m calculated on the basis of the market price of unit bonds. 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 2010 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 2009 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 report 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 reports. The employee shares will be allocated at the end of November 2010 and held on trust for seven years until the end of 2017. The employee bonds will be issued at the end of November 2010, have a duration of just over five years and be fully payable at the beginning of 2016.” 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 A, V B and VI requires a simple majority of votes. The agenda and the complete proposals intended to be submitted to the General Meeting and the Annual Report, complete with the Auditors' Report, will be available for inspection by shareholders at the Company's Head office, Borupvang 4, 2750 Ballerup, Denmark during the last eight days immediately prior to the Annual General Meeting. Shareholders who want to attend the meeting should obtain admission cards no later than 16 April 2009 by applying to Topdanmark A/S, Share Administration Department, Borupvang 4, 2750 Ballerup, Denmark, telephone + 45 4468 4411. An electronic proxy form is available for downloading from the Company's website www.topdanmark.com. Shareholders who want to use the proxy form need to send it to reach the Company by 16 April 2009. In accordance with Section 73(5) of the Danish Companies Act and Section 6 of Order No. 1,172 of 9 October 2007 on issuers' disclosure requirements it is reported that the share capital of Topdanmark totals DKK 167,966,030 divided into 16,796,603 shares of DKK 10 each, corresponding to 16,796,603 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 General Meeting, or if the shareholder has notified and proved 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
Annual General Meeting of Topdanmark and Share capital and voting rights in Topdanmark
| Source: Topdanmark A/S