Topdanmark A/S : Remuneration Report 2023 (497 KB)

• About the remuneration report

• Statement by the Board of Directors
  5 The Remuneration Policy

• Total remuneration for members of the Board of Directors in Topdanmark for the financial year 2023

• Total remuneration for members of the Board of Directors in Topdanmark for the financial years 2022-2018

1. Directorships and committee posts for the period 2023-2018
2. Remuneration for the Executive Board, other grade A and B+ managers as well as other Material Risk Takers

1. STI bonus for the members of the Executive Board and a group of Material Risk Takers for the financial year 2023
2. Total remuneration for the members of the Executive Board of the Topdanmark Group for the financial year 2023
3. STI bonus for the members of the Executive Board for the financial year 2023

1. KPI for STI bonus for the Executive Board for the vesting year 2023
2. STI bonus for the members of the Executive Board and a group of Material Risk Takers for the financial year 2022
3. Total remuneration for the members of the Executive Board of Topdanmark for the financial year 2022

1. The STI bonus for the members of the Executive Board and the group of Material Risk Takers for the financial year 2021
2. Total remuneration for the members of the Executive Board of Topdanmark for the financial year 2021

1. The STI bonus for the members of the Executive Board and the group of Material Risk Takers for the financial year 2020
2. Total remuneration for the members of the Executive Board of Topdanmark for the financial year 2020

32 Total remuneration for the members of the Executive Board of Topdanmark for the financial years 2019 - 2018

1. Bonus pay
2. The Executive Board's and other Material Risk Takers' share options

1. The total accrued remuneration in the financial year 2023 for the Board of Directors, the Executive Board and other Material Risk Takers distributed on fixed and variable remuneration and the number of recipients
2. Comparative figures - Remuneration for the Board of Directors and the Executive Board

1. Comparative figures for remuneration and Topdanmark's results over the last five financial years in absolute figures and in percent
2. Share-holdingof the Board of Directors and the Executive Board

39 Compliance with the Remuneration Policy

This remuneration report for Topdanmark A/S for the financial year 2023 ("the Remuneration Report") was prepared in accordance with section 139b of the Danish Companies Act, the Danish Insurance Business Act ("LFV") as well as the Executive Order on remuneration policies and remuneration in insurance undertakings and insurance holding undertakings ("the Executive Order") as well as Recommendations for Corporate Governance.

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 who as part of their duties have earned remuneration from Topdanmark A/S, Topdanmark Forsikring A/S and other companies within the Topdanmark Group (jointly "Topdanmark") for the financial year 2023 and compared with the past five financial years. Furthermore, the remuneration report provides information on the material content of the retention

• and severance schemes, and it describes the link between management's remuneration and Topdanmark's strategy, and relevant targets for this. 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.

Furthermore, the Remuneration Report for 2023 includes information on the share options for Material Risk Takers (in addition to members of the Executive Board or the Board of Directors) in Topdanmark A/S and Topdanmark Forsikring A/S who are defined in in the section on Material Risk Takers. The information is included in the group level overview of granted share options in the Remuneration Report's section on remuneration for the Executive Board. Furthermore, the total remuneration divided between fixed and variable pay for the financial year 2023 for the Material Risk Takers is also reported, as well as the number of recipients and the total sum of one-off remuneration paid out to the Material Risk Takers.

The remuneration for the Board of Directors, the Executive Board and Material Risk Takers in the recently concluded financial year 2023 has been granted or is owed in accordance with the Remuneration Policy of Topdanmark A/S, which was approved at the Annual General Meeting on 26 April 2023 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 from Topdanmark at group level as we refer to the Remuneration Report for information on the remuneration of the Board of Directors and the Executive Board at the individual level.

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.

Oona Health A/S with 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. For information on remuneration in Oona Health, please refer to the remuneration report for Oona Health.

Today, on 26 February 2024, the Board of Directors has approved Topdanmark's Remuneration Report for the financial year 2023.

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 2022 at the annual general meeting in 2023 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 2023 and includes an explanation to 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 is disclosed in Topdanmark's Remuneration Report for the financial year 2023 in accordance with section 139b(3) of the Danish Companies Act.

The company's auditor has not found any deficiencies in the information disclosed in the Remuneration Report for the financial year 2023.

The Remuneration Report will be submitted for indicative voting at the Annual General Meeting to be held on 23 April 2024.

Ballerup, 26 February 2024

The overall objective 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 optimising the 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 practice and long-term interests and results,
• promote good and efficient risk management,
• must not prompt risk-taking that exceeds Topdanmark's risk tolerance limits,
• 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 contravention 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 ensuring 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

In accordance with the Executive Order, the 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.

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

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

10. other Grade A and Grade B+ managers

On the basis of 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.

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 → Remuneration structure → Remuneration Committeeyou can find the rules and procedures for the joint remuneration committee of Topdanmark.

Remuneration for the Board of Directors

Topdanmark A/S' 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 and risk committee receives a fee equal to 75% of the base amount while the remaining members of the audit and risk 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 Topdanmark A/S, 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, they are covered by an indemnification scheme in accordance with the Remuneration Policy. 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 2023, the base amount for the Board of Directors was DKK 423.500 which was also the base amount in 2022 and 2021. For the financial years 2020-2018, the base amount was DKK 385,000.

2023 (DKK 1,000)

Base amount

Audit and Risk Committee

Remuneration Committee

Total for 2023

2022 (DKK 1,000)

Base amount

Audit Committee

Remuneration Committee

Total for 2022

2021 (DKK 1,000)

Base amount

Audit Committee

Remuneration Committee

Total for 2021

2020 (DKK 1,000)

Base amount

Audit Committee

Remuneration Committee

Total for 2020

2019 (DKK 1,000)

Base amount

Audit Committee

Remuneration Committee

Total for 2019