Topdanmark A/S : Summary of AGM 2024 (72 KB)

6 May 2024

Summary of Topdanmark's annual general meeting 23 April 2024

Topdanmark A/S • Borupvang 4 • DK-2750 Ballerup • Denmark

Tel [phone] • CVR no. 78040017

www.topdanmark.com • E-mail: [e-mail]

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Year 2024, on 23 April at 13:00, the annual general meeting of Topdanmark A/S was held as an entirely virtual general meeting

The chairman of Topdanmark's board of directors, Ricard Wennerklint, welcomed those attending and stated that under article 16(1) of the articles of association, Topdanmark's board of directors has appointed lawyer John Korsø Jensen as chairman of the meeting.

The chairman of the meeting thanked for the appointment and stated that Topdanmark's general meeting is held as an entirely virtual general meeting under the company's articles of association.

The chairman of the meeting then gave a statement of the practical procedures to be observed in an entirely virtual general meeting, including

• that shareholders having confirmed attendance at the general meeting and wanting to par- ticipate, including speaking by asking questions, writing statements and voting, must log on via the general meeting portal at Euronext Securities, and
• that questions and statements must be submitted in writing through the general meeting portal, after which they will be read out by the chairman in the relevant item of the agenda and answered by either the CEO, CFO or the chairman, in that related subjects or ques- tions may be answered collectively if that is deemed appropriate.

The chairman also stated who the shareholders could contact if they experienced technical problems and referred to the company's website where the shareholders could find a practical user guide to the general meeting.

The chairman then stated that, as in the previous years, the general meeting is transmitted directly at Topdanmark's website. The transmission is stored at Topdanmark's website. For information about personal data law consequences, the chairman referred to "Information about personal data law matters", which has been presented before the annual general meeting at Topdanmark's web- site.

The chairman stated that the notice convening the general meeting with a specification of an agenda took place in compliance with article 13 of the articles of association and the legislation. A company announcement on the agenda was published on 22 March 2024. On the same date, the notice convening the general meeting was published through the Danish Business Authority's IT

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system. It was made available on the company's website, and a letter convening the general meeting was sent by email with information about time and registration for the virtual general meeting to the shareholders having given their email addresses to Topdanmark.

The chairman of the meeting stated that the shareholders who have registered for the general meeting, have received a confirmation via email with a link to the general meeting portal and information about the holding of the virtual general meeting and contact information with Euronext Securities for technical support before and during the general meeting. The shareholders have been invited to send any submissions and questions before the general meeting. Submissions and questions received will be read out and answered under the relevant items on the agenda.

The past three weeks before the annual general meeting, the annual report, the remuneration re- port, the notice convening the general meeting, information about the total number of shares and voting rights on the date of the notice, the documents to be presented at the annual general meet- ing, agenda and the full proposals as well as the forms that must be used in case of voting by proxy or by letter have been available at the company's website.

The chairman of the meeting ascertained that the general meeting had been duly convened.

According to section 90(2) of the Danish Companies Act, article 13(9) of the articles of association and the company's financial calendar, proposals that the shareholders want to be transacted at the general meeting must be submitted in writing to the board of directors no later than six weeks before the holding of the general meeting. The chairman stated that the board of directors has not received any proposals from shareholders.

No shareholders have in advance, through absentee vote, proxy forms or otherwise, requested a full account of the results of the voting, see section 101(5) and (6) of the Danish Companies Act.

The chairman stated that under section 103(4) of the Danish Companies Act, the company's auditors appointed at the general meeting must be present at the general meeting. It has been agreed with the auditors, that their presence is made over the telephone.

The chairman of the meeting stated that based on received proxies and postal votes, 65,337,476 shares, corresponding to 73.71% of the voting capital, are represented at the general meeting.

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The chairman of the meeting ascertained that based on the proxies and postal votes received there is the required majority of both the votes cast and the voting share capital, represented at the general meeting through proxies and postal votes to decide on the proposals made in the items, without voting.

Item I. Report on the company's activities in the past year

Item II. Presentation of the audited annual report signed by the board of directors and the executive board

The chairman of the meeting stated that items I and II of the agenda be transacted as one item. There were no objections.

The chairman of the board of directors and CEO, Peter Hermann, reported on the company's activities in the past year. The report is enclosed to the minutes of meeting as appendix 130.

The annual report, which was signed by the board of directors and the executive board, was pre- sented. The chairman of the meeting pointed out that the annual report has obtained an unqualified auditor's report from both the internal and external auditors.

The annual report is enclosed to the minutes of meeting as appendix 131.

The chairman of the meeting stated that the company had already received submissions and questions from the shareholder Dansk Aktionærforening (Danish Shareholders Association). The chairman of the meeting read out the statement:

"The Danish Shareholders Association is an association for private investors in Denmark. We have approx. 18,000 members. We recommend our members to invest for the long term, as we believe it serves in the best interest of the members. Since 2024, the association has had a so-called fundamental model portfolio for which asset manager, Thorleif Jackson, has selected 10-12 Danish industry winners among the large, listed growth companies according to the companies' key fig- ures. Over 20 years, the portfolio has yielded an exceptional high average annual return of 19% before tax. For 16 out of 20 years, Topdanmark has been a constant part of the portfolio. We consider this to be a seal of approval of Topdanmark as a company and of the Topdanmark share.

In the shareholder association, we are disappointed that you, once again, has decided to maintain the annual general meeting as a virtual event. It was a necessity during the COVID-19 pandemic,

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but today - after COVID-19 - the way to go must be a hybrid general meeting. We hope that you will reconsider.

When reading the Annual Results for 2023 and the statement from management, you get the impression of a disappointment because the result is below the initial forecast. This may be under- standable, however, unnecessary - because, at the same time, you provide us with three good reasons for the lower result:

• Increased expenses for weather-related claims
• Increased number of large-scale claims, and
• Higher frequency of motor claims

In addition, you highlight significant deviations from the modelled forecast. This leads me to my first question.

Question 1:

Are the significant deviations from the modelled forecast due to your models becoming unrealistic and in need of a revisit? Or is it "just" a matter of normal and expected statistical coincidence?

I am thinking whether climate change has been correctly and sufficiently included in the models for weather, whether changes to the combination of the portfolio's risks can explain the deviation for large-scale claims, whether an increased number of motor vehicles has caused traffic intensity to be so high that the claims frequency just keeps increasing, whether the rapid growth in electric cars perhaps can explain the higher claims frequency in motor because electric cars have greater accelerating power than cars with internal combustion engines, and whether it is possible that there is a connection to the change in bancassurance partner from Danske Bank to Nordea.

As a postscript to management's disappointment in the 2023 Annual Report, I can mention that your result for the first quarter this year in every way lives up to Topdanmark's historic performance as an industry winner, and there is absolutely no reason to be disappointed - on the contrary.

We have previously heard that there are great opportunities for cross-selling for a company that offers both non-life and life insurances. Last year, the shareholders were promised a large dividend because the life company had been sold in 2022. Shortly after the announcement - and before the general meeting - you successfully acquired Oona Health and the dividend was thus reduced. It

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was with great pleasure as it was an acquisition that expanded the product portfolio and with expected better opportunities for cross-selling.

This leads me to my second question:

Question 2:

In practice, how is it going in terms of cross-selling?

Have you lost business due to the divestment of Liv? Do the opportunities for cross-selling with Oona Health live up to expectations, or is it too early to say?"

The two questions from DAF were answered by the company's CFO and CEO:

Question 1:

Are the significant deviations from the modelled forecast due to your models becoming unrealistic and in need of a revisit? Or is it "just" a matter of normal and expected statistical coincidence?

CFO, Lars Kufall Beck answered the question and remarked that 2023 indeed was affected by a high level of weather-related claims. However, it was not the level of gross claims that was abnormal - Actually, it is to be expected to happen every 7th or 8th year on average. What was highly unusual was that the nature of the individual weather events was in such a way that we basically did not get any compensation from our reinsurance cover. Naturally, we continuously monitor and trace the development of the weather, and we have increased the normal level of weather-related claims by DKK 30m in 2023, i.a. in consequence of more expensive reinsurance due to more extreme weather on a global scale. At present, we are comfortable with the updated modelled normal level. We also agree with Mr. Ander Nørskov that if you look past this volatility in weather-related claims and large-scale claims in 2023 and normalise it, our combined ration in 2023 would have been 82.7 which is quite satisfactory. The frequency of motor claims has indeed increased considerably compared to the COVID-19 period, but is in principle only "slightly" higher than before COVID, and it follows the long-term rate of increase. The causes for this are difficult to determine, but it could relate to more cars in general and potentially inattention. Naturally, we are in the process of adjusting our prices to take the frequence into consideration.

Question 2:

In practice, how is it going in terms of cross-selling?

Have you lost business due to the divestment of Liv? Do the opportunities for cross-selling with Oona Health live up to expectations, or is it too early to say?

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CEO, Peter Hermann answered the question and remarked that it is an advantage that with the acquisition of Oona Health we also have access to health solutions which several of our other competitors also have, and thus we can meet our customers' wants and needs for such health so- lutions. The cross-selling of Oona Health's products to Topdanmark's existing customers started Mid-March this year and is off to a good start. The top line synergies of the Oona case are to some extent based on our ability to accelerate Oona's sales to private customers with our customer base and distribution set-up. Therefore, it is satisfactory that we in the last half of March were able to sell more private health products this way than Oona did on their own account in the first 2 ½ months of the quarter. Having said that, it is still too early to conclude whether the possibility of cross- selling lives up to expectations in the long term. In connection with the divestment of Liv, we entered into a distribution agreement with Nordea on life and pension products as a counterpart to our existing distribution agreement on nonlife insurance products. Our partnership has created and continues to create good value for both parties. So, we do not believe that we have lost business as a consequence of our divestment of Liv.

No further questions or comments had been received, and the chairman of the meeting ascertained that the report had been adopted.

Item III. Approval of the annual report and decision on the appropriation of profits according to the approved annual report

The chairman of the meeting stated that the result after tax was DKK 1,051 million.

The board of directors recommended that DKK 1,035 million, corresponding to DKK 11.5 per issued share, be distributed as dividend for 2023, which corresponds to a pay-out ratio of 98.4.

The chairman of the meeting ascertained that the annual report and the recommendation of the board of directors on dividend had been adopted by 65,312,719 votes, corresponding to 99.96% of the voting capital present, for and 1,183 votes, corresponding to 0.00% of the voting capital pre- sent, against.

Item IV.

Presentation of the remuneration report for indicative voting

The chairman of the meeting stated that the company has prepared a remuneration report covering the financial year 2023. The remuneration report is accessible at the company's website. The remuneration report has been prepared in compliance with applicable rules and is presented to the

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annual general meeting for an indicative vote. That the vote is indicative means that if the shareholders do not approve the remuneration report, the company must explain in the remuneration report for the financial year 2024 how subsequently this result has been taken into account.

The board of directors stated that the remuneration report has been prepared for the purpose of ensuring further transparency in relation to the remuneration report and for the purpose of complying with applicable rules in the Danish Companies Act. The remuneration report comprises paid or awarded remuneration for the company's board of directors and executive management for the financial year 2023.

The board of directors proposed that the general meeting approves the remuneration report for 2023 in the indicative vote.

No questions or comments were received, and the chairman of the meeting ascertained that the remuneration report had been adopted by 64,438,251 votes, corresponding to 98.62% of the voting capital present, for and 885,535 votes, corresponding to 1.36% of the voting capital present, against.

Item V. Proposals from the board of directors or shareholders

Proposals from the Board of Directors:

Item VA. Proposal for an indemnification scheme for members of the Board of DirectorsThe Board of Directors proposed that the annual general meeting adopts an updated indemnifica-

tion scheme for members of the board of directors.

With the approval of the remuneration policy at the annual general meeting in 2021, an indemnification scheme for Topdanmark's management was adopted. The indemnification scheme covers any liability and claims that may be or will be made against them personally as a result of their duties as board members for Topdanmark in the event of inadequacy of Topdanmark's general directors and officers liability insurance (D&O insurance) in force at any time.

In consequence of the informative statement of the Danish Business Authority of 13 April 2023 on indemnification of management members, and in order to increase transparency on the principal terms and conditions of the indemnification scheme, the Board of Directors propose to the Annual General Meeting to adopt an updated indemnification scheme for members of the board of direc-

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tors on the following terms and conditions as the indemnification scheme is not assessed to involve exception conditions.

Foundation and purpose

Topdanmark takes out general D&O insurance to cover concrete personal liability that current or former members of the company's board of directors may be incurred as a result of their duties.

In consequence of increased risk exposure for management, it is necessary to offer additional cover for potential management liability to be able to attract and retain qualified board members. Thus, it has been assessed to be in the best interest of the company and its shareholders that the board members, in addition to the D&O insurance described below, are offered indemnification for claims raised by a third party.

People covered

The Indemnification Scheme should solely be of benefit to board members and cover indemnification for claims raised by a third party against board members performing their duties. No third party should be entitled to invoke or benefit from The Indemnification Scheme or claim indemnity from the company based on The Indemnification Scheme.

Scope

Under The Indemnification Scheme, the company should to the greatest extent possible under present law indemnify a board member for any loss that the board member has incurred and which is a result of any actual or potential claim made by a third party (other than companies of the Topdanmark group) against a board member based on the board member's performance of duties. This includes expenses, costs, fees, remuneration, interests and any tax-related obligations incidental herewith.

The indemnification of board members under The Indemnification Scheme is not subject to cover under the D&O insurance, but it should be secondary in relation to the D&O insurance in force at any time as well as any other indemnification if relevant. Thus, The Indemnification Scheme can also cover claims which is not fully or partly covered by the D&O insurance in force at any time. However, the company should not provide cover under The Indemnification Scheme before cover under the D&O insurance or other available indemnification has been exhausted. Such secondary cover does not entail an obligation for the company to exhaust every possibility for board members to be exonerated. Likewise, it must not prevent the company from covering board members' legal costs in relation to potential management liability.

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Covered conduct

Under the Indemnification Scheme, the indemnification includes any loss that the board member has incurred as a result of/or based on the board member's performance of duties as a board member in Topdanmark. Excluded from indemnification is any claim regarding liability incurred by a board member arising out of the board member's fraudulent behaviour, fraud, criminal offence, improper behaviour, gross negligence, or intentional actions, as well as any claim which may be contrary to applicable law at any time to indemnify the board member for.

Term and covered claims

The Indemnification Scheme will be valid until the ordinary general meeting in 2028.

Subject to the additional terms and conditions of the Indemnification Scheme, the Indemnification Scheme will cover claims made against a board member and which arise out of circumstances or matters before the expiry of the Indemnification Scheme. Claims for indemnification must be notified by a board member to the company as soon as possible after the board member has become aware of the claim and no later than five years after the expiry of the Indemnification Scheme.

Implementation and administration

For the purposes of the implementation of the Indemnification Scheme, the Board of Directors must set the procedural and administrative provisions and other necessary directions which apply to the Indemnification Scheme.

To avoid any potential conflict of interests, the practical administration of a concrete exemption or indemnity should be managed by an independent commission or similar body which consists of one or more persons who, in relation to the board, are considered independent in relation to the indemnity, and who are specifically appointed by the company's legal director, and if necessary the company's legal director is assisted by the company's external lawyer at all times. The decision on indemnity pursuant to the Indemnification Scheme may, if necessary, be the subject of a legal assessment carried out by the company's external lawyer, in which it is determined whether the claim in question is covered by the Indemnification Scheme.

Any claim for indemnification, including whether a board member's conduct is covered by the Indemnification Scheme, must be processed and decided according to Danish law.