Notice Convening AGM, 7 April 2016
9 March 2016
Announcement no. 18/2016
Notice convening the Annual General Meeting of Topdanmark A/S on Thursday 7 April 2016, 15:00 (CET), at Tivoli Congress Center, Arni Magnussons Gade 2-4, 1577 Copenhagen V.
The AGM will be broadcast live on Topdanmark's website www.topdanmark.com → Investor. Following the AGM the broadcast will also be available on the Company’s website.
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 the
Executive Board.
III. Adoption of the Annual Report and decision on the appropriation of profits according to the
Annual Report as adopted.
IV. Any proposals submitted by the Board of Directors or the shareholders.
A. Proposal for removal of the age limit of 70 years set out in Article 16(2) of the Articles of Association
Given the general developments in society and in order to ensure the best possible basis of recruitment to the Company’s Board of Directors, the Board of Directors proposes that the existing age limit of 70 years set out in Article 16(2) of the Articles of Association be removed.
It is proposed to consequentially amend the remainder of Article 16 to Article 16(3) becoming Article 16(2) and so on.
B. Proposal for reduction in share capital
The Board of Directors proposes that the share capital be reduced by 10,000,000 of own shares of DKK 1 each with a total nominal value of DKK 10,000,000. Subsequently the shares will be cancelled.
Pursuant to Section 188(1) of the Danish Companies Act, the reduction in capital is effected by cancellation of previously acquired own shares, i.e. a capital reduction for payment to the capital owners. The reduction in share capital will be at a price of DKK 187.98 per share corresponding to the average buy-back price of the shares. Thus a total of DKK 1,879,817,622 will be transferred.
After the expiry of the deadline for creditors to file their claims and the implementation of the reduction in capital, Article 3(1) of the Articles of Association will be amended to read as follows:
The share capital of the Company amounts to DKK 95,000,000 and is fully paid up.
C. Proposal for remuneration of the Board of Directors
The Board of Directors proposes that the ordinary basic remuneration to be paid to the Board of Directors remain at DKK 350,000 for the 2016 financial year.
V. Election of members to the Board of Directors
All Board members elected at the AGM are up for election.
The Board of Directors proposes election of:
- Torbjörn Magnusson
- Birgitte Nielsen
- Lone Møller Olsen
- Annette Sadolin
- Søren Thorup Sørensen
- Jens Aaløse
A detailed description of each Board member is available on Topdanmark's website www.topdanmark.com → Investor → News and calendar → General meetings. These descriptions have also been sent to those shareholders who have requested a written invitation to the AGM.
VI. Election of one state-authorised public accountant to serve as auditor.
The re-election of Deloitte, Statsautoriseret Revisionspartnerselskab is proposed.
VII. Any other business
Conditions of adoption
The adoption of the proposals referred to in items III, IV(C), V and VI requires a simple majority of votes.
The adoption of the proposal referred to in items IV(A) and IVB) is conditional upon the affirmative votes of not less than two thirds of the votes cast as well as of the voting capital represented at the AGM.
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 105,000,000 divided into 105,000,000 shares of DKK 1 each. Topdanmark's holding of own shares, which do not entitle the holder to vote at the AGM, is 11,238,000 shares. Therefore, the number of voting rights at the AGM is 93,762,000. Danske Bank is the share issuing bank, through which shareholders may exercise their financial rights.
The date of registration will be 31 March 2016.
Shareholders who own shares in the Company on the date of registration are entitled to attend the AGM 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 obtained in a timely manner an admission card as described below.
Admission card
Shareholders who want to attend the AGM should obtain admission cards no later than 1 April 2016 on www.topdanmark.com com → Investor → Investor service → InvestorPortal or by applying to Topdanmark A/S, Share Administration Department, Borupvang 4, 2750 Ballerup, Denmark, telephone + 45 4468 4411, email aktieadm@topdanmark.dk.
Proxy and vote by letter
Shareholders may grant the Board of Directors a proxy. Proxies can by revoked at any time. Shareholders may vote in writing by letter. Votes by letter cannot be revoked. Shareholders may grant their electronic proxies and votes by letter on Topdanmark’s investor portal available on www.topdanmark.com → Investor → Investor service → InvestorPortal. Paper proxy forms and votes by letter forms can be downloaded from the Company's website www.topdanmark.com → Investor → News and calendar → General meetings. Shareholders who want to grant the Board of Directors a proxy or vote by letter need to do so by post or email to aktieadm@topdanmark.dk to reach the Company by 1 April 2016.
Further information
The Notice Convening the AGM, information on the total number of shares and voting rights on the date of the Notice, those documents to be presented at the AGM, 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 → Investor → News and calendar → General meetings during the three weeks prior to the AGM. The material is also available from Topdanmark's Share Administration.
Questions from shareholders
Pursuant to Section 102 of the Danish Companies Act, shareholders may ask questions about the agenda or about documents etc. to be used at the AGM or on matters important to the assessment of the Annual Report and the Company's position or to questions to be decided at the AGM. Prior to the AGM, such questions can be asked by contacting, in person or in writing, Topdanmark A/S, Share Administration Department, Borupvang 4, 2750 Ballerup, Denmark, telephone + 45 4468 4411, email aktieadm@topdanmark.dk.
BOARD OF DIRECTORS
Please direct any queries to:
Steffen Heegaard, Group Communications and IR Director
Direct tel: +45 4474 4017, Mobile: +45 4025 3524
Topdanmark A/S
Reg. no. 78040017
Borupvang 4
2750 Ballerup