Report
Expert Corporate Governance Service (ECGS)
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Danske, March 18 2019

In general, Danske Bank is in compliance with the Danish regulations relating to organisation and procedures of the Annual General Meeting. 2018 was an annus horribilis for Danske Bank in many aspects. During the period 2007-2015, there were material and critical inadequacies regarding the Company's anti money laundering (AML) procedures in the non-resident's portfolio of its Estonian branch. The "Estonia case" led to the resignation of CEO - Mr. Thomas F. Borgen -, Head of Business Banking - Mr. Lars Morch - and Head of Wealth Management - Mr. Tonny Thierry Andersen - in 2018. In addition, several members of the board of directors stepped down from the board or do not stand for re-election. As of the date of this report, various investigations by the competent authorities are currently ongoing. Although it is not yet possible to reliably estimate the timing and amount of any potential settlement or fines, the consequences of the 'Estonia case' are likely to be material.

Under ITEM 4b, it is proposed to re-appoint Mr. Carsten Dybvad as Chairman of the board of directors. Although he is considered independent, ECGS notes that Mr. Dybvad is currently chairing the Company's remuneration committee, which is not in accordance with its guidelines. As a consequence, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Under ITEM 4d, it is proposed to re-appoint Mr. Jens Due Olsen as Member of the board of directors. In light of concerns over aggregate time commitments, ECGS would normally have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Under ITEM 4e, it is proposed to re-appoint Ms. Carol Sergeant as Vice Chairman of the board of directors. As a matter of principle, ECGS is not in favour of the re-appointment of any board members who were part of the board of directors at the time of the 'Estonia case' (2007-2015). In this respect, ECGS notes that Ms. Sergeant has stated the intention of not seeking re-election but has been requested by the board of directors to seek re-election and thereby ensure continuity. From the latter perspective, ECGS understands the decision to not fully reshuffle the board of directors at once. Accordingly, ECGS recommends to vote FOR.

ITEMS 10-15 are proposals made by various shareholders.

ECGS recommends to vote in favour of ITEMS 10.4, 12 and 14.1-14.4 and does not support the other proposals.

Underlying
Danske Bank A/S

Danske Bank is a diversified financial services firm. Through its subsidiaries, Co.'s activities include the provision of banking, mortgage finance, insurance, real estate brokerage, asset masnagement and trading in fixed income products, foreign exchange and equities. Co. operates international retail bank operations in 15 countries, with an emphasis in the Nordic region. Co. divides its operations into five segments: Banking Activities, Danske Markets, Danske Capital, Danica Pension and Other Activities. As of Dec 31 2011, Co. had total assets of DKK3,424,403,000,000 and total deposits of DKK848,994,000,000.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Expert Corporate Governance Service (ECGS)

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