4 April 2017
Announcement No. 20/2017
The Annual General Meeting was held in accordance with the published agenda, and the Annual Report, including the proposal submitted by the Board of Directors for the appropriation of the result for the financial year was adopted.
The AGM adopted the proposal submitted by the Board of Directors for authorization of the Board of Directors to decide to distribute extraordinary dividends. This will be included in the Articles of Association as new Article 8.
The AGM also adopted the proposal submitted by the Board of Directors for amendment of Article 7 of the Articles of Association concerning how to pay dividends and the consequential amendment of Article 10(1).
Furthermore, the AGM adopted the proposal submitted by the Board of Directors to reduce the Company's share capital by a total of 5,000,000 own shares. The reduction in share capital will be settled at a price of DKK 175.27 per share, corresponding to the average price at which the shares were bought back. Consequently, a total of DKK 876,349,555 has been transferred.
After the final implementation of the reduction, the share capital will be DKK 90,000,000.
The AGM adopted the proposal submitted by the Board for Directors of changing Topdanmark’s remuneration policy.
The AGM adopted the proposal submitted by the Board of Directors that the ordinary basic remuneration to be paid to the Board of Directors remain at DKK 350,000 for the 2017 financial year.
The AGM adopted the proposal submitted by Topdanmark’s shareholder, Sampo plc, to revoke the authorization granted to the Board of Directors to acquire the Company’s own shares, and amendment of Article 17(6) of the Articles of Association concerning the casting vote for resolutions of the Board of Directors.
The proposal from Topdanmark’s shareholder, Thomas Meinert Larsen, urging the Board of Directors to conduct its business within overall limits, ensuring support of the UN global climate agreement from 2015 (the Paris agreement) and observing the “Recommendations of the Task Force on Climate-related Financial Disclosures” in the Company’s reporting, was not adopted by the AGM.
Søren Thorup Sørensen and Birgitte Nielsen retired from the Board of Directors. Ricard Wennerklint and Petri Niemisvirta were elected new members of the Board of Directors. The other Board members elected at the AGM − Torbjörn Magnusson, Annette Sadolin, Lone Møller Olsen and Jens Aaløse − were re-elected.
The Board of Directors elected Torbjörn Magnusson Chairman and Annette Sadolin Deputy Chairman, from among its members.
The Audit Committee consists of Lone Møller Olsen (Chairman), Annette Sadolin and Ricard Wennerklint.
The Remuneration Committee consists of Torbjörn Magnusson (Chairman), Annette Sadolin and Mette Jensen.
The Nomination Committee consists of Torbjörn Magnusson (Chairman) and Annette Sadolin.
The Company's auditor, Deloitte, Statsautoriseret Revisionspartnerselskab, was re-elected.
Topdanmark's profit forecast model for 2017 continues to be DKK 900-1,000m (see announcement No. 11/2017) subject to an annual 7.0% return on equities, and unchanged foreign exchange rates from the level of 10 February 2017. Furthermore, it is assumed that the return on interest-bearing assets hedging the discounted provisions is just sufficient to cover discounting and revaluation of the provisions, while the return on the remaining interest-bearing assets is assumed to be 1.8% (risk-free interest rate plus 2.0pp).
Please direct any queries to:
Steffen Heegaard, Group Communications and IR Director
Mobile phone no.: +45 4025 3524
Topdanmark A/S
Reg. No. 78040017
Borupvang 4
2750 Ballerup