29 October 2010 Announcement No. 14/2010 Extraordinary General Meeting of Topdanmark A/S on Tuesday 23 November 2010, 14:00 (CET), at the Company's head office, Borupvang 4, 2750 Ballerup, Denmark. The Board of Directors will submit: Agenda: I Proposal submitted by the Board of Directors: PROPOSAL FOR REDUCTION IN SHARE CAPITAL The Board of Directors proposes that the share capital be reduced by 1,560,203 of own shares with a total nominal value of DKK 15,602,030. Subsequently the shares will be cancelled. Pursuant to Section 188(1) of the Danish Companies Act, the purpose of the reduction in share capital is to pay the amount to the Company as the owner of the shares by transferring the amount from the Company's tied-up capital to its free reserves. The value of the reduction in share capital will be DKK 6,751.4084 per DKK 100 share equivalent to a listed price of DKK 675.14 per DKK 10 share. Thus DKK 1,053,356,764 will be transferred to the free reserves. The reduction in capital could be implemented after the expiry of the three-month deadline for creditors to file their claims pursuant to Section 19 of the Danish Commencement Order As a consequence of the reduction Article 3(1) of the Articles of Association will be amended to read as follows: "The share capital of the Company amounts to DKK 155,000,000 and is fully paid up." Conditions of adoption The adoption of the proposal referred to in item I is conditional upon the affirmative votes of not less than two thirds of the total votes cast and not less than two thirds of the voting capital represented at the General Meeting The votes will be based on the principle of one vote per share. Size of share capital, shareholders' voting rights and date of registration The share capital of Topdanmark totals DKK 170,602,030 divided into 17,060,203 shares of DKK 10 each. Topdanmark's holding of own shares, which do not entitle the holder to vote at the General Meeting, is 2,558,000 shares. Therefore the number of voting rights at the EGM is 14,502,203. Danske Bank is the share issuing bank through which shareholders may exercise their financial rights. The date of registration will be 16 November 2010. Shareholders who own shares in the Company on the date of registration are entitled to attend the General Meeting and vote on their shares. A shareholder's shareholding is calculated on the date of registration based on the registration of the shareholder's shares in the Register of Owners and the information of ownership received by the Company for registration in the Register of Owners. The attendance of a shareholder is also dependent on the shareholder having timely obtained an admission card as described below. Admission card Shareholders who want to attend the General Meeting should obtain admission cards no later than 19 November 2010 by applying to Topdanmark A/S, Share Administration Department, Borupvang 4, 2750 Ballerup, Denmark, telephone + 45 4468 4411, email aktieadm@topdanmark.dk. Proxy and postal vote Shareholders may grant the Board of Directors a proxy. Proxies can by revoked at any time. Shareholders may vote in writing by letter. Postal votes cannot be revoked. Electronic proxy and postal vote forms can be downloaded from the Company's website www.topdanmark.com. Shareholders who want to grant the Board of Directors a proxy or vote by letter need to send it by post or email to reach the Company by 19 November 2010. Further information The Notic Convening the EGM, information of the total number of shares and voting rights on the date of the Notice, those documents to be presented at the General Meeting, the agenda and the complete proposals as well as those forms to be used for voting by proxy or letter will be available on the Company's website www.topdanmark.com during the last three weeks prior to the EGM. Topdanmark has bought back own shares of DKK 732m Topdanmark's share buy-back programme for 2010 is DKK 900m. In 2010 to date Topdanmark has bought back own shares of DKK 732m. The most recent information on its share buy-back was reported in the H1 2010 report when Topdanmark had bought back own shares of DKK 384m. Please direct any queries to: Steffen Heegaard, Head of IR and Group Communications Direct: +45 4474 4017, Mobile: +45 4025 3524
Notice convening EGM of Topdanmark - Topdanmark has bought back own shares of DKK 732m
| Source: Topdanmark A/S