Topdanmark A/S : Remuneration Report 2021 (373 KB)

Remuneration Report

2021

This remuneration report for the Topdanmark Group for the financial year 2021 is prepared in accordance with section 139b of the Danish Companies Act.

8767 UK 2021

Topdanmark A/S • Borupvang 4 • DK-2750 Ballerup Tel [phone] • CVR no. 78040017 [e-mail] • www.topdanmark.com

Remuneration Report for the Topdanmark Group for the financial year 2021

About the remuneration report

This remuneration report for the Topdanmark Group for the financial year 2021, is prepared in accordance with section 139b of the Danish Companies Act.

The remuneration report contains information on the total remuneration owed to or received by each member of the Board of Directors and the Executive Board at Topdanmark A/S, CVR no. 78040017 and Topdanmark Forsikring A/S, CVR no. 78416114 from the Topdanmark Group and from associated companies (jointly "Topdanmark") for the financial year 2021 and compared with the past five financial years. The Executive Board includes the members of the Executive Board of Topdanmark A/S and Topdanmark Forsikring A/S registered with the Danish Business Authority. The remuneration is reported at Group level as well as it is the remuneration at group level included in the comparative figures in the Remuneration Report. Information on former members of the Executive Board or Board of Directors is included to the extent they have been awarded remuneration or are owed remuneration for the financial year concerned.

The remuneration for the Board of Directors and the Executive Board in the recently concluded financial year 2021 has been granted or is owed in accordance with the Remuneration Policy of the Topdanmark Group, which was approved at the Annual General Meeting on 25 March 2021 and which is available at Topdanmark's website("the Remuneration Policy"). The overall objective of Topdanmark's remuneration policy is to ensure transparency and shareholder influence on Topdanmark's remuneration.

In the annual report, Topdanmark also discloses the remuneration of the Board of Directors and the Executive Board at the individual level, and in accordance with the provisions thereof in the Executive Order on remuneration policies and remuneration in insurance undertakings and insurance holding undertakings ("the Executive Order").

Topdanmark A/S is part of the Sampo Group. For information regarding remuneration in the Sampo Group, please see the annual report for Sampo Group.

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Statement by the Board of Directors

Today, on 24 February 2022, the Board of Directors has approved Topdanmark's Remuneration Report for the financial year 2021.

The Remuneration Report has been prepared in accordance with section 139b of the Danish Companies Act.

The result of the indicative voting on the remuneration report for 2020 has not given rise to any changes in the Remuneration Policy.

It is our assessment that the Remuneration Report provides an overall overview of the remuneration owed to or received by each member of management for the financial year 2021, and includes an explanation on how the total remuneration complies with the Remuneration Policy, including how the remuneration contributes to the business strategy, long-term interests, sustainability and value creation in Topdanmark by supporting Topdanmark's long-term and short-term goals.

The Remuneration Report has been submitted to Topdanmark's auditor for the purpose of ensuring that the information in accordance with section 139b(3) of the Danish Companies Act is disclosed in Topdanmark's Remuneration Report for the financial year 2021.

The company's auditor has not found any deficiencies in the information disclosed in the Remuneration Report for the financial year 2021.

The Remuneration Report will be submitted for indicative voting at the Annual General Meeting to be held on 24 March 2022.

Ballerup, 24 February 2022

Board of Directors

Ricard Wennerklint, chairman	Jens Aaløse, deputy chairman	Elise Bundgaard
Anne Louise Eberhard	Mette Jensen	Cristina Lage
Ole Lomholt Mortensen	Petri Niemisvirta	Morten Thorsrud

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The Remuneration Policy

The Remuneration Policy for the Topdanmark Group is prepared with the purpose of optimising the long-term value creation at Group level and support Topdanmark's business strategy. The Remuneration Policy must also strengthen the attraction, retention and motivation of qualified members of Topdanmark's management, as well as ensure consistency between the interests of management, the company and shareholders.

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 ensuring a balance between short-term and long-term results.

The Remuneration Report solely covers the remuneration for the Board of Directors and the Executive Board of Topdanmark A/S and Topdanmark Forsikring A/S.

Remuneration Committee

The Board of Directors has established a joint remuneration committee for the companies in the Topdanmark group charged with establishing a remuneration committee in accordance with legislation in force.

The Remuneration Committee must comprise 2-3 members of the Board of Directors who are appointed at the first board meeting after the Annual General Meeting. The Remuneration Committee must be composed in such a way that the members are able to perform a skilled and unbiased assessment as to whether remuneration in Topdanmark conforms with the applicable legislation.

At www.topdanmark.com→ About Topdanmark → Corporate Governance → Board of Directors → Remuneration Committee you can find the rules and proceduresfor the joint remuneration committee of Topdanmark.

Remuneration for the Board of Directors

Board members' fees are based on an annual fixed, cash base amount approved by the Annual General Meeting. The chairman of the Board of Directors of Topdanmark A/S receives a triple fee and the deputy chairman receives a double fee. The chairman of the audit committee receives a fee equal to 75% of the base amount while the remaining members of the audit committee receive a fee equal to 50% of the base amount. The members of the remuneration committee receive a fee equal to 25% of the base amount. Members of the nomination committee do not receive a separate fee for executing the work of this committee.

No separate fees are paid for directorships in subsidiaries of the Topdanmark Group, with the exception of the chairman of the Board and the deputy chairman receiving a fee for the chairmanship duties related to Topdanmark Forsikring A/S equal to 50% and 25%, respectively, of the base amount.

Members of the Board of Directors 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.

The members of the Board of Directors are covered by Topdanmark's D&O insurance in place at any time. In addition to this and to be able to attract and retain qualified board members, an indemnification scheme was implemented with the Remuneration Policy in place. The indemnification scheme can in certain events, as a supplement to the general D&O insurance, indemnify Topdanmark's Board of Directors against any liability and/or claims that may be or will be made against them personally as a result of their duties in Topdanmark, and it assumes that any liability

or claim is not due to the board member's fraud, criminal offence, gross negligence or intentional actions.

The Board of Directors receives no options, any form of variable pay, or pension contributions from Topdanmark.

The objective 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.

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. There are no special retention or severance schemes for the members of the Board of Directors.

Members of the Board of Directors in Topdanmark A/S must be shareholders in Topdanmark A/S.

For 2021, the base amount for the Board of Directors was DKK 423.500 which is a 10% increase compared with the years 2020-2018 in which the base amount for the Board of Directors was DKK 385,000. The increase was a consequence of the general development in remuneration in comparable companies and an increased workload. For 2017 and 2016, the base amount for the Board of Directors was DKK 350,000.

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Total remuneration for members of the Board of Directors in the Topdanmark Group for the financial year 2021

2021	Base amount	Audit Committee	Remuneration	Total 2021
(DKK 1,000)	Committee
Ricard Wennerklint, chairman	1,482	318	106	1,906
Jens Aaløse, deputy chairman	953
	106	1,059
Elise Bundgaard	424
		424
Anne Louise Eberhard	424
212		635
Mette Jensen	424
	106	529
Cristina Lage	424
212		635
Ole Lomholt Mortensen	424
		424
Petri Niemisvirta	424
		424
Morten Thorsrud	424
		424
	5,400	741	318	6,458

In addition, regarding the chairman of the Board of Directors, Ricard Wennerklint, DKK 377,000 has been paid in social charges to the Swedish authorities.

Total remuneration for members of the Board of Directors in the Topdanmark Group for 2020, 2019, 2018, 2017 and 2016

2020	Base amount	Audit Committee	Remuneration	Total 2020
(DKK 1,000)	Committee
Ricard Wennerklint, chairman
1,348	289	96	1,733
Jens Aaløse, deputy chairman
866		96	962
Elise Bundgaard
385			385
Anne Louise Eberhard
385	193		578
Mette Jensen
385		96	481
Cristina Lage
385	193		578
Ole Lomholt Mortensen
385			385
Petri Niemisvirta
385			385
Morten Thorsrud
385			385
	4,909	674	289	5,871

In addition, regarding the chairman of the Board of Directors, Ricard Wennerklint, DKK 343,000 has been paid in social charges to the Swedish authorities.

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