Annual General Meeting

TO THE SHAREHOLDERS OF HALDOR TOPSØE A/S, CVR number 41853816

The Board of Directors has the pleasure of convening the Annual General Meeting to be held on

TUESDAY MARCH 31, 2020, 16:00 (CET)

at the Company’s premises, Haldor Topsøes Allé 1, 2800 Kgs. Lyngby, Denmark. The Annual General Meeting will take place in the Canteen 91.

AGENDA OF THE ANNUAL GENERAL MEETING

Election of the Chairman of the Meeting
The Board of Directors proposes the election of lawyer Jørgen Kjergaard Madsen as chairman.
Report of the Board of Directors regarding the activities of the Company during the past financial year.
Submission of annual report.
Approval of annual report and adoption of resolution on application of profits or covering of loss in accordance with the approved annual report. A dividend of DKK 314 million corresponding to DKK 0.83 per share for 2019 is proposed.
The Board of Directors recommends approval of the annual report and the annual financial statement.
Election of members of the Board of Directors.
The Board of Directors proposes re-election of Jeppe Christiansen, Jakob Haldor Topsøe, Benoit Valentin, Jens Kehlet Nørskov, Jørgen Huno Rasmussen, Christina Teng Topsøe and Rohit Sobti.
Information about the candidates for the Annual General Meeting including their executive functions in other companies is enclosed as ANNEX 1.
Election of auditor.
The Board of Directors proposes the re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab.
Proposals, if any, from the Board of Directors or the shareholders.

RESOLUTION REQUIREMENT

All proposals may be adopted by a simple majority of votes.

THE COMPANY’S SHARE CAPITAL

At the time of convening the Annual General Meeting, the Company’s share capital has a nominal value of DKK 379,013,647, divided into shares of DKK 1 each and multiples thereof. Each share of DKK 1 gives one vote.

PHYSICAL ATTENDANCE IS NOT RECOMMENDED

In accordance with the policy of the Company relating to the ongoing COVID-19 outbreak, the Board of Directors advises all shareholders not to participate in the Annual General Meeting in person, but instead vote by postal vote or attend by proxy to the Chairman of the Board of Directors, Jeppe Christiansen in accordance with instructions described below “Postal Voting” and “Proxy Voting”.

The general meeting will be transmitted directly via webcast, please see below “Practical Information”.

In light of the above it will be possible for the shareholders to direct questions in writing prior to the Annual General Meeting. Such written questions must be directed to: Annual_General_Meeting@topsoe.com and received no later than Friday 27 March 2020. The Shareholder’s unique securities account number from the Shareholder Portal must be specified in the email. The Chairman of the Meeting will handle and management will reply to such questions in accordance with applicable rules for the general meeting.

ADMISSION CARDS

The Board of Directors strongly advises all shareholders not to participate in person, however if shareholders wish to attend the Annual General Meeting in person or by proxy they must request an admission card no later than Friday 27 March 2020.

Admission cards for the Annual General Meeting must be requested electronically on the Shareholder Portal. Access via Globe through the following path: https://topsoe.sharepoint.com/sites/Organization/SitePages/Annual-general-meeting.aspx

Duly requested admission cards will be sent electronically to the e-mail address provided by the shareholder in the Shareholder Portal and which has been registered in the register of shareholders.

Shareholders must present admission cards at the door of the Annual General Meeting either electronically on a smartphone/tablet or in a printed version. Shareholders, who have requested admission cards without specifying an email address, are required to collect their admission card at the door upon presentation of proof of identity. Printed voting cards will be handed out at the door.

PROXY VOTING

Shareholders may attend the Annual General Meeting by proxy to the Chairman of the Board of Directors or by proxy to a named third party. The deadline for proxy voting is Friday 27 March 2020.

Proxy voting must be requested electronically on the Shareholder Portal. Access via Globe through the following path: https://topsoe.sharepoint.com/sites/Organization/SitePages/Annual-general-meeting.aspx

Due documentation proving the right to attend and vote by proxy must be presented. Failure to present such documentation may result in the right to attend and/or vote being denied.

POSTAL VOTING

Shareholders can attend the Annual General Meeting by postal vote. The deadline for postal voting is Monday 30 March 2020.

Postal votes must be requested electronically on the Shareholder Portal. Access via Globe through the following path: https://topsoe.sharepoint.com/sites/Organization/SitePages/Annual-general-meeting.aspx

It is possible to either vote by postal vote or to issue a proxy, but not both. A postal vote cannot be revoked.

PRACTICAL INFORMATION

Until and including the day of the Annual General Meeting, additional information concerning the Annual General Meeting will be available on Globe, including:

This notice to convene the Annual General Meeting
The 2019 Annual Report

Documents prepared for the Annual General Meeting will be presented in English and the Annual General Meeting will be held in English. The Chairman of the Board of Directors and the Management will conduct their presentations in English.

The Annual General Meeting will be transmitted directly via webcast on 31 March 2020 at 16:00 (CET) in order for the shareholders to see and hear the general meeting. The webcast recording will show the podium, the presentations and the speaking platform and will be available for the shareholders after the Annual General Meeting on the Shareholder Portal. Access via Globe through the following path: https://topsoe.sharepoint.com/sites/Organization/SitePages/Annual-general-meeting.aspx

Kgs. Lyngby, March 16, 2020

Haldor Topsøe A/S

On behalf of the Board of Directors

Jeppe Christiansen

Chairman of the Board

ANNEX 1 Description of the candidates to be elected at the Annual General Meeting is enclosed.

ANNEX 1

Candidates to be elected at the Annual General Meeting


Jeppe Christiansen Chairman		Jakob Haldor Topsøe Vice Chairman
Jeppe Christiansen is CEO of Maj Invest Holding A/S. Mr. Christiansen is Deputy Chairman of the Board of Directors of Novo Nordisk A/S. He is a member of the Boards of Novo Holdings A/S and KIRKBI A/S. In addition, Mr. Christiansen is a member of the Executive Management of Maj Invest Equity A/S, Det Kgl. Vajsenhus, and EMLIKA ApS. He has formerly been CEO of LD Pensions and Executive Director in Danske Bank. In 2016, Mr. Christiansen was appointed Adjunct Professor, Department of Finance, Copenhagen Business School. He holds an MSc in Economics from the University of Copenhagen.		Jakob Haldor Topsøe is Chairman of the Board of Haldor Topsøe Holding A/S and a member of the Boards of IGM Biosciences, Inc., A/S Motortramp, and Dampskibsselskabet Orients Fond A/S. Mr. Topsøe is Associated Partner at AMBROX Capital A/S. He has previously been Head of Equities at ABN AMRO Bank in Denmark. Mr. Topsøe holds a Graduate Diploma in Business Administration from the Copenhagen Business School.

Benoit Valentin Vice Chairman		Jens Kehlet Nørskov Member
Benoit Valentin joined Temasek International (Europe) Limited in 2014 as a Senior Managing Director. Prior to this, Mr. Valentin was a Partner at Cinven, a European PE fund, for eight years. He worked for twelve years for Goldman Sachs in Europe and Asia, including a position as Managing Director for GS Capital Partners, the Private Equity arm of Goldman Sachs. Earlier positions include Analyst at Clinvest (Credit Lyonnais M&A arm) and First Lieutenant in the French Navy. Mr. Valentin is also a member of the Boards of Tikehau Capital Advisors, Axereal Malt Holdings, Tana Africa Capital, Tana Africa Capital II and Tana Africa Investment Managers. Mr. Valentin holds an MSc in Business from HEC Paris (École des Hautes Études Commerciales de Paris).		Jens K. Nørskov is Villum Kann Rasmussen Professor, Catalysis Theory Center, Technical University of Denmark (DTU). Previously, he held the Leland T. Edwards professorship, School of Engineering, Stanford University. Dr. Nørskov has received numerous honors and awards. Dr. Nørskov is the Chairman of the Board of Danish National Research Foundation. He holds a PhD from Aarhus University and honorary doctorates from Technical University of Eindhoven, Norwegian University of Science and Technology, and Technical University of Munich.

Jørgen Huno Rasmussen Member		Rohit Sobti Member
Jørgen Huno Rasmussen is Chairman of the Boards of LFI A/S and the Lundbeck Foundation. He is Vice Chairman of the Boards of Terma A/S and Rambøll Group A/S. He is a member of the Boards of Otto Mønsted A/S, Thomas B. Thriges Foundation, Aase and Jørgen Münters Foundation, and Bladt Industries A/S. Mr. Rasmussen has previously been CEO of FLSmidth & Co. A/S and Hoffmann A/S. He holds an MSc and a PhD from the Technical University of Denmark, and a Graduate Diploma in Business Administration from Copenhagen Business School, where he is Adjunct Professor..		Rohit Sobti is MD, Investments, in Temasek’s Industrials cluster. He joined Temasek in 2007 as Director, Investments, in the TMT cluster and from 2010 to 2013, he was part of the Strategy Unit. Before joining Temasek, Mr. Sobti was regional telecom analyst for Asia at Citigroup and PrudentialBache Securities for 11 years. Prior to becoming an equity analyst, Rohit was a manager at Afro-Asian Satellite Communications (ASC) and a telecoms industry consultant with AT Kearney Inc.

Christina Teng Topsøe Member
Christina Teng Topsøe is a former lawyer and practiced law in London and Singapore for Allen & Overy and Simpson, Thacher and Bartlett. Ms. Topsøe is a member of the boards of Haldor Topsøe Holding A/S and IGM Biosciences, Inc. She studied Chinese at University of Copenhagen / Peking University and law at the University of London. She holds an MBA from London Business School and Columbia Business School.