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Rights Issue Underwriting Agreement

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Rights Issue Underwriting Agreement EXECUTION VERSION 1 MARCH 2021 TRYG A/S and MORGAN STANLEY & CO. INTERNATIONAL PLC and DANSKE BANK A/S and CITIGROUP GLOBAL MARKETS EUROPE AG and HSBC CONTINENTAL EUROPE and NORDEA DANMARK UNDERWRITING AGREEMENT 99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44.20.7710.1000 www.lw.com EU-DOCS\30541428.17 CONTENTS Clause Page 1. INTERPRETATION ............................................................................................................... 2 2. CONDITIONS ........................................................................................................................ 14 3. APPOINTMENTS, APPLICATION FOR ADMISSION AND ALLOCATION ............ 15 4. APPROVAL, RELEASE AND DELIVERY OF DOCUMENTS ...................................... 17 5. EXCLUDED TERRITORIES SHAREHOLDERS ............................................................ 19 6. UNDERWRITING OBLIGATIONS ................................................................................... 20 7. THE UNDERWRITERS’ CAPACITY ................................................................................ 22 8. FEES, COMMISSIONS AND EXPENSES ......................................................................... 23 9. TAXES .................................................................................................................................... 24 10. ANNOUNCEMENTS, COMMITMENTS AND LOCK-UP ............................................. 26 11. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS .................................. 29 12. INDEMNIFICATION OF THE UNDERWRITERS .......................................................... 30 13. TERMINATION .................................................................................................................... 33 14. NOTICES ................................................................................................................................ 34 15. GENERAL .............................................................................................................................. 35 16. GOVERNING LAW AND SUBMISSION TO JURISDICTION ...................................... 39 SCHEDULE 1...................................................................................................................................... 41 SCHEDULE 2...................................................................................................................................... 64 SCHEDULE 3...................................................................................................................................... 66 SCHEDULE 4...................................................................................................................................... 73 SCHEDULE 5...................................................................................................................................... 76 i EU-DOCS\30541428.17 THIS AGREEMENT is made on 1 March 2021 BETWEEN: (1) TRYG A/S, whose head office is at Klausdalsbrovej 601, 2750 Ballerup, Denmark (the “Company”); (2) MORGAN STANLEY & CO. INTERNATIONAL PLC, whose registered office is at 25 Cabot Square, Canary Wharf, London, E14 4QA (“Morgan Stanley”); (3) DANSKE BANK A/S, CVR no. 61 12 62 28, whose registered office is at Holmens Kanal 2- 12, DK-1092 Copenhagen K, Denmark (“Danske”); (4) CITIGROUP GLOBAL MARKETS EUROPE AG, whose office address is at Reuterweg 16 (Frankfurter-Welle) 60323, Frankfurt-Main, Germany (“Citi”); (5) HSBC CONTINENTAL EUROPE, whose office address is at 38, avenue Kléber, 75116 Paris, France (“HSBC”); and (6) NORDEA DANMARK, filial af Nordea Bank Abp, Finland, whose office address is at Grønjordsvej 10, DK-2300 Copenhagen, Denmark (“Nordea”). WHEREAS: (A) It is proposed that BidCo will acquire the entire issued and to be issued share capital of RSA, and immediately following the Acquisition, the RSA Assets Companies will be transferred (by way of a transfer of Codan A/S) by RSA International Holdings to Scandi JV Co. (B) As soon as possible after the transfer of Codan A/S to Scandi JV Co, a demerger of Codan Forsikring A/S shall take place to effect that the RSA Group’s Swedish and Norwegian activities will be transferred to the Company’s subsidiary, Tryg Forsikring A/S. The RSA Group’s Danish business will be transferred to a newly incorporated company and ultimately held by Scandi JV Co 2, which shall be owned 50:50 by Intact and the Company. Codan A/S will remain with the Company, and Scandi JV Co will be a wholly-owned subsidiary of the Company, after the demerger. (C) In connection with the proposed Acquisition of the entire issued and to be issued share capital of RSA by BidCo, the Company has resolved to undertake a rights issue to fund its participation in the Acquisition. (D) Pursuant to the authorisation under article 8A of the Articles, the Board proposes to increase the Company’s share capital by DKK 1,762,529,945 nominal value by the issuance of the New Shares with Preemptive Rights for the Company’s Qualifying Shareholders. The New Shares are to be issued at the Subscription Price and will raise DKK 37,013,128,845 in aggregate in gross proceeds subject to the terms of the Prospectus and this Agreement. (E) Each Qualifying Shareholder will receive 7 Preemptive Rights for each Existing Share held. For every 6 Preemptive Rights, the holder (including any person to whom such Preemptive Rights have been sold) is entitled to subscribe for 1 (one) New Share at the Subscription Price on the terms and subject to the conditions set out in the Prospectus. Any New Shares not subscribed for through exercise of Preemptive Rights during the Subscription Period are referred to in this Agreement as the “Remaining Shares”. (F) The Company has agreed to appoint (i) each of Morgan Stanley and Danske as joint global coordinators, joint bookrunners and underwriters, and (ii) each of Citi, HSBC and Nordea as joint lead managers and underwriters, in each case, in connection with the Rights Issue, on the 1 EU-DOCS\30541428.17 terms and subject to the conditions, referred to in this Agreement. The Underwriters have agreed on a several basis, on the terms and subject to the conditions referred to in this Agreement and on the basis of the representation and warranties contained in this Agreement, to underwrite the Remaining Shares in the Rights Issue in the Due Proportions and may (but are not obliged to) seek Sub-Underwriters for any Remaining Shares after such Remaining Shares have been subscribed for by the Underwriters. (G) The Preemptive Rights and the New Shares will be issued under separate interim ISIN codes and have been approved for admission to trading and official listing on Nasdaq Copenhagen and will be traded in the relevant interim ISIN code. Registration of the New Shares with the Danish Business Authority will take place following completion of the Rights Issue, and as soon as possible thereafter the interim ISIN code of the New Shares will be merged with the ISIN code of the Existing Shares. (H) The Rights Issue consists of a public offering in Denmark, Greenland, Norway and Sweden and private placements outside of Denmark in compliance with applicable securities law. The Rights Issue is to be made (i) outside the United States within the meaning of and pursuant to Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”); and (ii) in the United States only to persons reasonably believed to be qualified institutional buyers (“QIBs”) within the meaning of Rule 144A (“Rule 144A”) under the Securities Act in transactions not involving any “public offering” within the meaning of Section 4(a)(2) of the Securities Act pursuant to an exemption from the registration requirements of the Securities Act, and/or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Insofar as Preemptive Rights and New Shares are to be made available in the United States, they are to be made available only to investors who are QIBs and who deliver an investor letter, in a transaction pursuant to an exemption from the registration requirements of the Securities Act. Neither the Preemptive Rights nor the New Shares shall be registered under the Securities Act. (I) In connection with the Rights Issue, the Company has prepared and will publish and deliver the Prospectus which will be published on the date of this Agreement. It is agreed as follows: 1. INTERPRETATION 1.1 In this Agreement (including the Recitals and Schedules to it), in addition to the words and expressions defined elsewhere in this Agreement, the following expressions shall have the respective meanings set out below, unless the context otherwise requires: “2.7 Announcement” means the press announcement relating to BidCo’s firm intention to make an offer for RSA pursuant to Rule 2.7 of the Takeover Code published on 18 November 2020; “Acceptance” means acceptance and payment validly received (or, where the context so requires, treated by the Company as validly received) for New Shares in accordance with the terms and procedures set out in the Prospectus; “Accounts” means the audited consolidated accounts of the Group for the three years ended 31 December 2020, 31 December 2019 and 31 December 2018 (including, without limitation, the related directors’ and auditors’ reports, the consolidated profit and loss account, the balance sheet, the consolidated cash flow statement, the consolidated statement of total recognised gains and losses, the reconciliation of movements
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