Notice convening EGM of Topdanmark - Topdanmark has bought back own shares of DKK 732m

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