TOPDANMARK A/S Announcement no. 06/2023
Notice convening the Annual General Meeting
Notice convening the annual general meeting of
The Board of Directors presents:
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. Approval of the annual report and decision on the appropriation of profits according to the approved annual report.
The Board of Directors proposes a total dividend of
IV. Presentation of the remuneration report for indicative voting.
V. Proposals from the Board of Directors or the shareholders.
Proposals from the Board of Directors:
A.Proposal for amendment to the Articles of Association
Proposal for authorisation of share capital increase etc.
According to the former Articles 4A-4F of the Articles of Association, the Board of Directors has so far been empowered to increase the share capital, to raise loans against bonds or other instruments of debt entitling the lender to convert his/her claim into shares in the Company or to issue warrants. This authorisation shall expire on
The Board of Directors proposes that the authorisations be extended by another five-year period until
- The former Article 4A is proposed amended to:
“Article 4.A Authorisation granted to increase the capital with pre-emptive rights
The Board of Directors has been empowered to increase the share capital by issuing new shares of up to
The authorisation shall be in force until 26 April 2028.”
2. The former Article 4B is proposed amended to:
“Article 4.B Authorisation to increase the capital without pre-emptive rights
The Board of Directors has been empowered to increase the share capital by issuing new shares of up to
The authorisation shall be in force until 26 April 2028.”
3. The former Article 4C is proposed amended to:
“Article 4.C Authorisation of convertible instruments of debt with pre-emptive rights
The Board of Directors has been empowered to raise, with pre-emptive rights for the Company's existing shareholders, one or more loans against bonds or other instruments of debt entitling the lender to convert his/her claim into shares in the Company. The maximum size of any share capital increase resulting from the debt conversion shall be
The authorisation will be in force until
The decision of the Board of Directors to raise convertible loans shall be included in the Articles of Association, and the Board of Directors shall be entitled to make the ensuing amendments to the Articles of Association.”
4. The former Article 4D is proposed amended to:
“Article 4.D Authorisation of convertible instruments of debt without pre-emptive rights
The Board of Directors has been empowered to raise, without pre-emptive rights for the Company's existing shareholders, one or more loans against bonds or other instruments of debt entitling the lender to convert his/her claim into shares in the Company. The maximum size of any share capital increase resulting from the debt conversion shall be
The authorisation shall be in force until
The decision of the Board of Directors to raise convertible loans shall be included in the Articles of Association, and the Board of Directors shall be entitled to make the ensuing amendments to the Articles of Association.”
5. The former Article 4E is proposed amended to:
“Article 4.E Authorisation of warrants with pre-emptive rights
The Board of Directors has been empowered to issue warrants by one or more issues with pre- emptive rights for the Company's existing shareholders. The maximum size of such share capital increase to be made on the basis of the warrants shall be
The authorisation shall be in force until
The decision of the Board of Directors to issue warrants shall be included in the Articles of Association, and the Board of Directors shall be entitled to make the ensuing amendments to the Articles of Association.”
6. The former Article 4F is proposed amended to:
“Article 4.F Authorisation of warrants without pre-emptive rights
The Board of Directors has been empowered to issue warrants by one or more issues without pre- emptive rights for the Company's existing shareholders. The maximum size of such share capital increase to be made on the basis of the warrants shall be
The authorisation shall be in force until
The decision of the Board of Directors to issue warrants shall be included in the Articles of Association, and the Board of Directors shall be entitled to make the ensuing amendments to the Articles of Association.”
7. Article 4.G
The maximum utilisation of the authorisations granted to the Board of Directors in Articles 4.A-4.F to increase the share capital shall be
8. Article 4.H
Shares issued as a result of Articles 4.A.-4.F shall be negotiable instruments, registered in the name of the holder and in any respect rank pari passu with existing shares.
9. Article 4.I
The Board of Directors shall fix the more specific conditions of capital increases effected in accordance with Articles 4.A-4.F.
B. Proposal for authorisation to buy own shares
To secure that
C. Proposal for amendment of the remuneration policy
The remuneration policy has been amended in consequence of
With the revised remuneration policy, the Board of Directors proposes that the decision-making power related to STI recipients outside the Executive Board and Grade A managers lies with the Executive Board instead of with the Board of Directors, thus it is the Executive Board that decides which employees, outside the Executive Board and Grade A managers, that can be included in the STI programme moving forward.
Moreover, the terminology of the remuneration policy has been updated in accordance with the current management structure in
Furthermore, the text related to pension schemes in the remuneration policy has been updated.
The Board of Directors proposes that the remuneration policy of the
The complete wording of the remuneration policy following the suggested changes is available at Topdanmark’s website www.topdanmark.com → Investors → News → General meetings.
D. Proposal for the remuneration of the Board of Directors
The Board of Directors proposes that the Board of Directors’ usual basic remuneration for the financial year 2023 is maintained at
VI. Election of members to the Board of Directors.
All members of the Board of Directors elected by the general meeting are up for election.
The Board of Directors proposes election of:
Maria Hjorth Cristina Lage Morten Thorsrud Kjell Rune Tveita Ricard Wennerklint - Jens Aaløse
A more detailed description of the individual board members can be found at Topdanmark’s website www.topdanmark.com → Investors → News → General meetings.
VII. Appointment of a state-authorised public accountant.
The Board of Directors proposes re-election of
VIII. Any other business.
Adoption requirements
The adoption of items III, IV, VB, VC, VD, VI and VII on the agenda requires a simple majority of votes.
The adoption of items
Voting takes place according to the principle of one vote per share.
Amount of share capital, voting rights of shareholders and date of registration
Topdanmark’s total share capital constitutes
The date of registration is
Shareholders who own shares in the company as at the date of registration are entitled to participate in and vote at the general meeting. A shareholder’s shareholding is calculated on the date of registration based on the registration of the shareholder’s shares in the register of shareholders and the information of ownership received by the company for registration in the register of shareholders. The attendance of a shareholder also depends on the shareholder having registered timely as described below.
Registration for the fully virtual general meeting
Shareholders who want to participate in the general meeting must register for the fully virtual general meeting no later than
Shareholders having registered for the general meeting will receive a confirmation by email. The email contains a link to the general meeting portal and information on the holding of the virtual general meeting, including information about the procedure in connection with the virtual participation and contact information of
Power of attorney and postal vote
Shareholders may grant a power of attorney. Powers of attorney can always be revoked. Shareholders may vote in writing by letter. Postal votes cannot be withdrawn. An electronic power of attorney and postal vote may be given at Topdanmark’s investor portal, which is found at www.topdanmark.com → Investors → Investor service → InvestorPortal or can be given at Euronext Securities’ website www.vp.dk/agm. Physical power of attorney and postal voting forms can be downloaded from the company’s website www.topdanmark.com → Investors → News → General meetings.
Shareholders wanting to grant a power of attorney must do so through Topdanmark’s investor portal no later than
Shareholders wanting to give a postal vote must do so through Topdanmark’s investor portal or send it in writing to
Further information
During the last three weeks before the annual general meeting, the notice convening the general meeting, information about the total number of votes and voting rights on the date of the notice, the documents to be presented at the annual general meeting, agenda and the full proposals as well as the forms to be used in case of voting by proxy or by letter will be available at the company’s website www.topdanmark.com → Investors → News → General meetings. The material can also be obtained by contacting Topdanmark’s shareholder administration.
Questions from the shareholders
Under section 102 of the Danish Companies Act, shareholders may ask questions about the agenda or documents etc. to be used at the annual general meeting or about matters of importance to the assessment of the annual report and otherwise the company’s position or regarding questions to be decided at the annual general meeting. Such questions can be asked prior to the general meeting by personal or written inquiry to
Technical requirements in connection with the holding of the virtual general meeting
Shareholders wanting to participate in the general meeting and having registered for the fully virtual general meeting, should ensure before the start of the general meeting that the device from which the shareholder participates in the general meeting, meets the requirements below:
- Browser
The virtual general meeting can be accessed in so-called ‘evergreen browsers’ on both PC/Mac, mobile and tablet/iPad. ‘Evergreen browsers’ (Edge, Chrome, Firefox and Opera) are browsers which automatically update to new versions. Likewise, Safari is supported even if it is not an evergreen browser.
- PC/Android
The virtual general meeting functions in the browsers Edge, Chrome, Firefox and Opera.
- Apple
The virtual general meeting functions in the four latest main versions of the Safari browser on Mac, iPhone and iPad (Safari versions 13, 14, 15 and 16). If the shareholder has older Apple equipment which may not update to a functional Safari version, the shareholder may install a Chrome browser and use this.
- Internet connection
The quality of the transmission depends on the shareholder’s supplier. The shareholder should as a minimum have a 5-10 Mbit/s connection to experience good transmission.
Holding of the virtual general meeting
The general meeting is held via the general meeting portal as stated above under registration for the virtual general meeting. It is important that the shareholder has logged on to the portal to participate in the general meeting. Here, the shareholder can attend the general meeting via live streaming, write submissions to the items on the agenda and cast their vote in case of any voting.
Submissions before the general meeting
If the shareholder has any submissions to the individual items on the agenda, as mentioned above, the company requests the shareholder to send them in advance as this will facilitate the holding on the day of the general meeting. Submissions are sent by email to the company at the email address aktieadm@topdanmark.dk.
Watching the general meeting
The general meeting is transmitted through livestreaming (webcast) in the general meeting portal. It is important that the shareholder has logged on to the portal to be able to watch and participate in the general meeting.
Questions/submissions during the general meeting
After the presentation of each item on the agenda, as usual there will be the possibility of asking questions and provide submissions for the proposals. This will take place in writing through the general meeting portal. Questions can be asked, and submissions can be sent via the general meeting portal during the entire general meeting. The shareholder’s questions/submissions will be read aloud and subsequently be answered orally. The shareholder must be logged on to the portal to write a submission.
Voting
If an item on the agenda comes up for voting, this will be clearly specified on the general meeting portal. The shareholder must be logged on to the portal to cast their vote. If the shareholder has granted a power of attorney or made a postal vote prior to the general meeting, the shareholder has no possibility of voting at the general meeting.
As voting and communication at the general meeting take place virtually, there may be delays in the electronic lines. In the extreme, these delays may last for up to a number of minutes. The company undertakes no responsibility that a shareholder’s questions, if any, comments, proposed changes, submissions or votes cast are received timely to be taken into account at the relevant item on the agenda.
Webcast
The general meeting is also transmitted directly from Topdanmark’s website https://topdanmark.com, but from there it is not possible to participate in the virtual general meeting. The transmission can also be viewed on the company’s website after the general meeting.
The recordings will include pictures and sound.
As regards collection and processing of personal data, reference is made to information about personal data law matters and the company’s data protection policy, which can be found on the company’s website www. topdanmark.com → Investors → News → General meetings and respectively at www.topdanmark.com → Sustainability → Business management → Data protection → Processing of personal data in
THE BOARD OF DIRECTORS
Please direct any queries to:
Robin Løfgren, Head of Investor Relations
Direct tel: +45 44 74 40 17
Mobile: +45 29 62 16 91
CVR. no. 78040017
Borupvang 4
DK-2750 Ballerup
Contacts
- Robin Hjelgaard Løfgren, Head of Investor Relations, +4544744017, +4529621691, rho@topdanmark.dk
About Topdanmark A/S
We are 2,100 employees, and we help more than 110,000 commercial and agricultural customers and 600,000 private customers all over the country. We have been helping customers since 1898 when
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