Annual General Meeting of Topdanmark and Share capital and voting rights in Topdanmark

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