Notice convening the Annual General Meeting on 4 A

3. March 2017 Announcement no. 13/2017

Notice convening the Annual General Meeting of Topdanmark A/S on Tuesday 4 April 2017, 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.

Proposals from the Board of Directors:

A. Proposal for amendments of the Articles of Association A.1. Proposal for authorization of extraordinary dividend In order to enable the Board of Directors to prepare the Company’s earnings distribu-tion policy in the most appropriate manner, it is proposed that, according to section 182(2) of the Danish Companies Act, the AGM authorizes the Board of Directors to decide to distribute extraordinary dividends in accordance with the provisions of the Danish Companies Act.

 The Board of Directors proposes the following as new Article 8:

”Article 8 The Annual General Meeting has empowered the Board of Directors to decide on dis-tribution of extraordinary dividends in accordance with the provisions of the Danish Companies Act.”

It is proposed to consequentially amend the former Article 8 to becoming Article 9 and so on.

A.2. Proposal for how to distribute dividends It is no longer possible to distribute dividends via cheques.

Consequently, it is proposed to amend Article 7 to:

”Article 7 (1) Dividends on shares registered in the name of the holder shall be paid by transfer to the shareholder's bank.

(2) Dividends on inscribed shares shall be paid by transfer to the shareholder’s Nem-Konto.”

Consequently, the Board of Directors proposes amendment of Article 10(1) (before adoption of item IVA.1 Article 9(1)), to:

”Article 10 (1) Dividend amounts remaining unclaimed three years after the relevant Annual General Meeting shall revert to the Company.”

B. Proposal for reduction in share capital The Board of Directors proposes that the share capital be reduced by 5,000,000 own shares of DKK 1 each with a total nominal value of DKK 5,000,000. Subsequently the shares will be cancelled.

Pursuant to Section 188(1) of the Danish Companies Act, the reduction in capital is ef-fected by cancellation of previously acquired own shares, i.e. a capital reduction for payment to the shareholders. The reduction in share capital will be at a price of DKK 175.27 per share corresponding to the average buy-back price of the shares. Thus, a total of DKK 876,349,555 will be transferred.

After the expiry of the deadline for creditors to file their claims and the completion 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 90,000,000 and is fully paid up."

C. Proposal for changes of the remuneration policy The Danish Financial Supervisory Authority (DFSA) has decided that options granted to the Executive Board, Significant Risk Takers and the Friday Team under Topdan-mark’s revolving option programme must be considered variable pay. Furthermore, the DFSA has issued executive order 2016-12-02 no. 1583 on salary policy and re-muneration in financial services companies and financial holding companies, accord-ing to which, the definition of employees whose activities have significant impact on the company’s risk profile (Significant Risk Takers), is extended compared to previous provisions. The Board of Directors proposes a change of the Topdanmark Group’s remuneration policy accordingly.

The full wording of the remuneration policy after the proposed changes is available at www.topdanmark.com → Investor → News and calendar → General meetings.

D. 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 remains at DKK 350,000 for the 2017 financial year.

Proposals from shareholders: E. Proposal from shareholder, Sampo plc: E.1. Proposal to revoke the authorization granted to the Board of Directors to ac-quire the Company’s own shares Sampo plc has submitted a proposal that the AGM, with effect from 5 April 2017, re-vokes the authorization granted at the AGM to the Board of Directors to acquire the Company’s own shares until 15 April 2020.

Comment on the proposal by the Board of Directors: If the proposal is not adopted at the AGM, it is the intention of the Board of Directors that Topdanmark will switch to a combination of share buy-back and payment of dividend as earnings distribution.  

E.2. Proposal for amendment of the Articles of Association regarding the casting vote for resolutions of the Board of Directors Sampo plc has submitted a proposal that the Deputy Chairman shall have the casting vote in the event of equality of votes in situations where the Chairman of the Board of Directors is absent.

Consequently, it is proposed that the wording of the last sentence of Article 17(6) be amended to:

”In the event of an equality of votes, the Chairman, or in his absence, the Deputy Chairman, shall have the casting vote.”

Comment on the proposal by the Board of Directors: The Board of Directors supports the proposal.

F. Proposal from shareholder, Thomas Meinert Larsen: Thomas Meinert Larsen has submitted the following proposal:

The AGM urges the Board of Directors to conduct its business within overall limits en-suring support of the UN global climate agreement from 2015 (the Paris agreement) on keeping the increase in global average temperature to a maximum of 2°C, and as close to 1.5°C as possible.

In its reporting for 2017, Topdanmark is recommended to observe ”the Recommenda-tions of the Task Force on Climate-related Financial Disclosures”, prepared at the re-quest of G20's Financial Stability Board.

Comment on the proposal by the Board of Directors: Topdanmark has chosen to join the UN Global Compact and i.a. reports on CO2 emissions and climate strategy via an annual climate report, in accordance with the Carbon Disclosure Project. It is the opin-ion of the Board of Directors that Topdanmark conducts its business within limits ensur-ing the necessary consideration of public interest, including climate and environment taking into account the relevant legislation for insurance groups. Consequently, it is the opinion of the Board of Directors that currently, further or other initiatives are not re-quired. Therefore, the Board of Directors does not support the proposal. The full word-ing of the comment on the proposal by the Board of Directors is available at www.topdanmark.com → Investor → News and calendar → General meetings.

V. Election of members to the Board of Directors

All Board members elected at the AGM are up for election.

Topdanmark’s main shareholder, Sampo plc, wants to increase its number of mem-bers of Topdanmark's Board of Directors elected at the AGM from one to three.

The Board of Directors finds Sampo plc’s proposal understandable and proposes accordingly election of: A. Torbjörn Magnusson B. Petri Niemisvirta C. Lone Møller Olsen D. Annette Sadolin E. Ricard Wennerklint F. 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 descrip-tions have also been sent to the 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 according to the recommendation by the Audit Committee. The Audit Committee has not been impacted by third parties, and has not been subjected to any agreement with a third party, that limits the AGM’s choice to certain auditors or auditing firms.

VII.  Any other business

Conditions of adoption The adoption of the proposals referred to in items III, IVC, IVD, IVE.1, IVF, V and VI requires a simple majority of votes.

The adoption of the proposal referred to in items IVA.1, IVA.2, IVB and IVE.2 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 95,000,000 divided into 95,000,000 shares of DKK 1 each. Topdanmark's holding of own shares, which do not entitle the holder to vote at the AGM, is 9,294,900 shares. Therefore, the number of voting rights at the AGM is 85,705,100. Danske Bank is the share issuing bank, through which shareholders may exercise their finan-cial rights.

The date of registration will be 28 March 2017.

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 31 March 2017 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 .

It will be possible to receive the admission card by email. Shareholders who want to receive the admission card by email must state that when ordering the admission card. In order to do so, the shareholder’s email address must be registered in InvestorPortalen. After registration, the shareholder will receive an electronic admission card that must be presented at the AGM using a smartphone or a tablet. If the shareholder has forgotten the admission card for the general meeting, it can be obtained against presentation of appropriate proof of identification. Ballot papers will be handed out at the entry point of the general meeting.

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 31 March 2017.

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 Tel: +45 44 74 40 17 Mobile tel: +45 40 25 35 24

Topdanmark A/S Reg.No. 78040017 Borupvang 4 2750 Ballerup