Topdanmark A/S : Proposed remuneration policy 2024 (clean version) (176 KB)

26 February 2024

Remuneration policy for Topdanmark

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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Introduction

This remuneration policy ("the Remuneration Policy") is adopted by the Board of Directors of Topdanmark A/S ("TD") and, Topdanmark Forsikring A/S ("TDF"), and it applies to TD and TDF (jointly Topdanmark) as well as indirectly to all other financial companies and financial holding companies within the Topdanmark Group.

Oona Health A/S and the subsidiaries Forsikringsselskabet Dansk Sundhedssikring A/S, PrimaCare A/S, and the Swedish company DSS Hälsas AB (jointly "Oona Health") became part of the Topdanmark Group as at 1 December 2023. Oona Health decides on their own company-specific remuneration policy within the framework provided by this Remuneration Policy, and which Topdanmark influences through the processing and resolution on the annual general meeting of the Oona Health companies.

The remuneration policy is prepared in accordance with the Commission's delegated regulation on the supplementing directive of the European Parliament and of the Council on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II), the Insurance Business Act ("LFV"), the Executive Order on remuneration policies and remuneration in insurance undertakings and insurance holding undertakings ("the Executive Order"), the Danish Companies Act, the recommendations for Corporate Governance ("CG recommendations") from the Committee on Corporate Governance as well as the Shareholder Rights Directive.

Objectives

The overall purpose of Topdanmark's remuneration policy is to ensure transparency and shareholder influence on Topdanmark's remuneration.

The remuneration policy must

• Strengthen the attraction, retention and motivation of qualified members of Topdanmark's management,
• ensure consistency between the interests of management, the company and shareholders, and
• contribute to optimisation of long-term value creation at Group level and support Topdanmark's business strategy.

The remuneration policy

• considers and must be managed in accordance with Topdanmark's business and risk management strategy, risk profile, objectives, risk management practices and long-term interests and results, when setting management remuneration
• promotes good and efficient risk management,
• when preparing and assessing remuneration components, the remuneration policy must not prompt risk-taking that exceeds Topdanmark's overall risk tolerance limits in relation to the

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capitalisation or risk tolerance limits set out in policies and guidelines for specific risk areas

• must ensure that conflicts of interest are prevented,
• must not contravene Topdanmark's obligation to act in the interests of customers, or prompt Topdanmark or Topdanmark's employees to recommend a specific insurance product to the customer when Topdanmark offers another product that better meets the customer's needs, and
• contributes to Topdanmark's sustainability by ensuring that the objectives set for incentive pay support Topdanmark's business development and innovation and do not prompt conduct in violation of Topdanmark's sustainability policy.

The share price reflects the anticipated value creation at group level. This is one of the reasons why Topdanmark believes that share-based incentive pay, including revolving share options ensures that management is exposed to the development in share prices and thus encourages individual managers to make decisions which support value creation as much as possible from a holistic perspective.

The decision of the application of short-term and long-term incentive remuneration has been made for the purpose of securing a balance between short-term and long-term results.

In addition to a policy on salaries, the remuneration policy also includes the pension policy and the guidelines for granting variable salary components, severance pay and identification of other employees whose activities have material impact on Topdanmark's risk profile.

Those covered by the remuneration policy

Topdanmark's remuneration policy applies to all financial companies and financial holding companies within the Topdanmark Group, and in accordance with the Executive Order on remuneration policies and remuneration in insurance undertakings and insurance holding undertakings ("the Executive Order"), Topdanmark's remuneration policy covers the Board of Directors, the Executive Board and other employees whose activities have material impact on Topdanmark's risk profile ("Material Risk Takers") and, as provided by the Executive Order, employees involved in control functions and audit. The Executive Board includes the members of Topdanmark's Executive Board who are registered with the Danish Business Authority.

Material Risk Takers

The Executive Order provides that, in addition to the Board of Directors and the Executive Board, Material Risk Takers are:

1. employees defined as key personnel in accordance with section 127 of LFV
2. the head of a control function

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1. the head of internal audit
2. the head of actuarial services
3. the head of insurance and the heads of organisational units under insurance
4. the head of reinsurance
5. the head of asset management
6. employees who received total salaries of EUR 500,000 or more in the previous accounting year, and
7. employees among the 0.3% of Topdanmark's employees who received the highest total salaries in the company in the previous accounting year.

The Board of Directors has furthermore assessed that the following employees are Material Risk Takers, either directly or indirectly

10. other grade A and grade B+ managers.

Based on these criteria, the Board of Directors regularly decides which employee groups, in addition to the Board of Directors and the Executive Board, are to be defined as Material Risk Takers in Topdanmark.

A list of Material Risk Takers in Topdanmark will be prepared. The list will be updated regularly, and the Board of Directors will ensure it is updated at least once a year, together with a review and control of the remuneration policy and the observance of it.

Remuneration for the Board of Directors

The remuneration paid to the Board of Directors of TD is based on a fixed basic cash remuneration adopted by the shareholders at the Annual General Meeting. The Chairman of TD receives triple and the Deputy Chairman double the ordinary remuneration. The Chairman of the Audit and Risk Committee receives 75% of the basic remuneration, while the other members of the Audit and Risk Committee receive 50% of the basic remuneration. The members of the Remuneration Committee receive 25% of the basic remuneration. The members of the Nomination Committee receive no separate remuneration for performing the duties of this committee.

No separate remuneration is paid for directorships in the subsidiaries of the Topdanmark Group. However, the Chairman and Deputy Chairman receive remuneration for performing the chairmanship duties of TDF (non-life insurance) representing 50% and 25% respectively of the basic remuneration.

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Members of the Board of Directors of TD may be compensated for travel expenses incurred as part of their duties as members of the Board of Directors, and for social charges and similar taxes related to their board membership fees, imposed on them by foreign authorities.

Among other things, to be able to attract qualified board members, Topdanmark takes out general directors and officers liability insurance (D&O insurance). The Board of Directors is covered by Topdanmark's D&O insurance for the time being. If the insurance cover is inadequate, Topdanmark will indemnify Topdanmark's board members against any liability and/or claims that may be or will be made against them personally as a result of their duties in Topdanmark to the greatest possible extent within the framework of the remuneration policy, the company's articles of association and applicable laws. The following liabilities or claims are not covered by Topdanmark's indemnification:

1. Any liability or claim covered by Topdanmark's D&O insurance in force at any time
2. Any liability or claim arising from a board member breaching the statutory duties towards Topdanmark
3. Any liability or claim made against a board member as a result of the board member's fraudulent behaviour, fraud, criminal offence, improper behaviour, gross negligence or intentional actions, and
4. Any liability or claim against the board member which may be contrary to applicable law at any time to indemnify the board member for.

The indemnification will also cover any negative taxwise consequences for the board member which should arise from the cover being rendered through indemnification and not through a D&O insurance.

The indemnification is solely for the benefit of the board member, and no third party will thus be able to rely on or make claims against Topdanmark as a consequence hereof.

Under the framework set by the annual general meeting, the Board of Directors is authorised to set the procedural and administrative decisions and other necessary directions which apply for 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

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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.

The indemnification scheme is in force until the ordinary annual general meeting in 2028.

The Board of Directors does not receive pension contributions from Topdanmark.

The Board of Directors is not granted options or any type of variable salary.

The purpose of the selected remuneration structure for the Board of Directors is to attract and retain Board members with the required competencies. When setting the

remuneration level, the directors' fee at comparable companies are considered. There are no special retention- or severance programmes for members of the Board of Directors.

Members of the Board of Directors elected by the Annual General Meeting are elected for a one-year period. There are no special terms for resignation and termination for members of the Board, including compensation in the event of resignation from the Board.

Members of the Board of Directors in Topdanmark must be shareholders in Topdanmark.

Remuneration of the Executive Board, other Grade A and B+ managers as well as other Material Risk Takers

Remuneration components:

The remuneration paid to the Executive Board, other Grade A and B+ managers as well as other Material Risk Takers can be made up of the following remuneration components:

• Fixed basic remuneration, including pension and company car
• Additional remuneration
• Other benefits
• Employee shares
• Option-basedlong-term incentive programme ("LTI programme")
• Cash- and share-basedshort-term incentive programme ("STI programme")
• Extraordinary variable remuneration.

While the fixed remuneration components, including additional fees, pensions and monetary and non-monetary benefits, should primarily reflect relevant work experience and organisational responsibility, variable remuneration should primarily reflect sustained and risk-adjusted results as well as results beyond what is expected relative to the recipient's relevant work experience and organisational responsibility.

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The purpose of the fixed remuneration components is primarily to give the employee a predictable minimum remuneration, and in this way attract and retain employees with the required competencies.

The purpose of the LTI programme and the share-based part of the STI programme is primarily to strengthen the coherence between the remuneration of management and the development in share price, and thus increase the shared interests of Topdanmark's management and shareholders.

The purpose of the STI programme is, insofar as the cash part, primarily to ensure that the focus of the management is on central result criteria in Topdanmark's strategy, and to remunerate satisfactory results in relation to these result criteria.

Employees may not use personal hedging strategies or remuneration and liability-related insurance which would undermine the risk alignment effects embedded in their remuneration agreement.

Comparison with employee conditions of employment and wages

Topdanmark's remuneration policy and consequently the conditions of employment and wages have been prepared while considering a comparison of the remuneration of the Executive Board with conditions of employment and wages of the Topdanmark Group's employees. In this connection, the terms of collective agreements relevant to the Topdanmark Group's employees have been considered, and it has been observed that the relationship between the remuneration of the Executive Board and the total remuneration of Topdanmark's other employees is proportional to the duties and responsibilities of the Executive Board and does not differ significantly from the conditions of comparable companies.

In order to ensure coincidence between the remuneration structure of the Executive Board and the Topdanmark Group's employees, as well as to attract, motivate and retain employees in all areas and at all levels, Topdanmark may introduce a general share purchase scheme for all Group employees, if the Group's financial position allows it.

Fixed basic remuneration

The fixed basic remuneration paid to the Executive Board, other Grade A and B+ managers as well as other Material Risk Takers is, in general, determined as gross salary in which the employee bear the cost of pension and, if relevant, company car, and it is based on a specific assessment of each employee. In its assessment Topdanmark includes, among others, the following factors:

1. Position
2. Individual characteristics
3. Performance

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The fixed basic remuneration for the Executive Board and other Grade A and B+ managers is reassessed annually and is determined by individual negotiations with each individual on the basis of a framework set by the Board of Directors.

Additional remuneration

The Executive Board, other Grade A and B+ managers as well as other Material Risk Takers may receive additional remuneration for additional work for Topdanmark, such as participation in administrative and/or managing- or supervisory bodies in- or outside the Topdanmark Group, which is outside their direct job description.

Pension

Members of the Executive Board appointed before August 2021 are not covered by requirements for mandatory pension schemes. The gross salary takes this into account. Consequently, Topdanmark does not have any pension-related obligations to the member of the Executive Board, and there will be no payment of pension on retirement.

Members of the Executive Board appointed after August 2021 are covered by a requirement for mandatory pension schemes to which a mandatory pension contribution of minimum 5% of the cash gross salary is made. The amount is paid to the pension supplier and consequently, all pension obligations are fully covered by the pension supplier.

Other Grade A and B+ managers as well as other Material Risk Takers, who are not covered by collective agreements, are covered under the requirement for mandatory pension schemes to which a mandatory pension contribution of minimum 5% of the cash gross salary is made. The amount is paid to the pension supplier and consequently, all pension obligations are fully covered by the pension supplier.

Other Material Risk Takers, who are covered by collective agreements, are covered by the pension requirements in the collective agreement in force at any given time for the person concerned, and thus all pension obligations are fully covered by the pension supplier.

Other benefits

If specifically agreed, the Executive Board, other Grade A and B+ managers as well as other Material Risk Takers can be entitled to other market consistent benefits such as mileage allowance, insurance, telephone, PC, internet, newspaper, and health screening.

D&O insurance

Among other things, to be able to attract qualified executive board members, Topdanmark takes out general directors and officers liability insurance (D&O insurance). Depending on the specific duties of the individual, the Executive Board, other Grade A and B+ managers as well as and other Material Risk Takers are covered by Topdanmark's D&O insurance for the time being. If the insurance cover is inadequate, Topdanmark will indemnify

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Topdanmark's Executive Board, other Grade A and B+ managers as well as other Material Risk Takers against any liability and/or claims that may be or will be made against them personally as a result of their duties in Topdanmark to the greatest possible extent within the framework of the remuneration policy, the company's articles of association and applicable laws. The following liabilities or claims are not covered by Topdanmark's indemnification:

1. Any liability or claim covered by Topdanmark's D&O insurance in force at any time
2. Any liability or claim arising from the Executive Board, other Grade A and B+ managers, or the Material Risk Taker breaching the statutory duties towards Topdanmark
3. Any liability or claim made against a director, Grade A or B+ manager, or the Material Risk Taker as a result of fraudulent behaviour, fraud, criminal offence, improper behaviour, gross negligence or intentional actions of the person in question, and
4. Any liability or claim against the director, Grade A or B+ manager, or the Material Risk Taker which may be contrary to applicable law at any time to indemnify the person in question.

The indemnification will also cover any negative taxwise consequences for the director, the Grade A or B+ manager, or the Material Risk Taker which should arise from the cover being rendered through indemnification and not through a D&O insurance.

The indemnification is solely for the benefit of the director, the Grade A or B+ manager, or the Material Risk Taker, and no third party will thus be able to rely on or make claims against Topdanmark as a consequence hereof.

The Board of Directors can make more detailed decisions regarding indemnification in accordance with this provision, and to make any decision in relation to any claim on indemnification made by a director, the Grade A or B+ manager, or the Material Risk Taker against Topdanmark as a consequence of this provision in the Remuneration Policy.

Employee shares

If specifically agreed, the Executive Board, other Grade A and B+ managers as well as other Material Risk Takers can be part of any general Topdanmark share purchase scheme.

Variable remuneration

Variable remuneration for the Executive Board, other Grade A and B+ managers as well as other Material Risk Takers can be in form of

• Topdanmark's long-termoption-based LTI programme which includes all members

of the Executive Board and other Grade A and B+ managers , certain managers who are not Grade A or B+ managers following the decision of the Board of Directors, as well as, if agreed by the CEO, other Material Risk Takers and other

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employees who have made a special effort or in other ways contributed extraordinarily to the value creation in Topdanmark.

• Topdanmark's short-term and share-based STI programme which includes the Executive Board and other Grade A managers as well as, in accordance with the decision of the Board of Directors, selected managers with material impact on earnings generation, and
• Extraordinary variable remuneration

The purpose of Topdanmark's LTI and STI programmes is to

• Ensure consistency between the interests of management and shareholders,
• Create coherence between remuneration and results, and
• Strengthen the attraction, retention and motivation of qualified employees

The variable remuneration for a director cannot exceed 50% of the director's fixed basic remuneration including pension. The remuneration for other Material Risk Takers, including other Grade A and B+ managers, cannot exceed 100% of the employee's fixed basic remuneration including pension. For directors, the share options and other derivatives cannot exceed 12.5% of the fixed basic remuneration including pension on the time of calculation.

Option-basedlong-term incentive programme - LTI programme

Topdanmark's LTI programme for the Executive Board and other Grade A and B+ managers is a revolving share option scheme which entails that a fixed proportion equivalent to 10% of (the cash salary + pension + company car value) is paid in the form of share options according to a revolving option programme. Furthermore, the Board of Directors can decide to include managers who are not Grade A or B+ managers in the revolving part of the LTI programme, thus a fixed proportion of the employees' remuneration equivalent to 10% of (the cash salary + pension + company car value) is paid in the form of share options.

In addition to options paid to the Executive Board, other Grade A and B+ managers, and certain other managers in accordance with the revolving share option scheme, the CEO can grant up to a total of 200,000 options to employees, including other Material Risk Takers, who have made special efforts or in other ways contributed extraordinarily to the value creation.

When allocating incentive pay other than options in accordance with the revolving share option scheme, it is a determining factor whether the Executive Board finds that the employee has contributed more to the overall value creation than reasonably expected considering the employee's position and salary level. The assessment of the Grade A manager is based on an overall evaluation of whether the employee has met the success