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Expert Corporate Governance Service (ECGS)
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Novozymes - February 27, 2019

In general, Novozymes is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting.


Under ITEM 5a, it is proposed to re-appoint Mr. Jorgen Buhl Rasmussen as Chairman of the board of directors. Although he is considered independent, ECGS notes that Mr. Buhl Rasmussen is currently chairing Novozymes' 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 6a, it is proposed to re-appoint Ms. Agnete Raaschou-Nielsen as Vice Chairman of the board of directors. Although she is considered independent, ECGS has concerns over her aggregate time commitments. Ms. Raaschou-Nielsen is currently serving as board chairman of Brdr. Hartmann A/S and Arkil Holding A/S (both listed), Vice chairman of Novozymes A/S (listed) and non-executive director of Schouw & Co. A/S (listed), which exceeds ECGS' guidelines. Therefore, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.


Under ITEM 8, the board of directors proposes to re-appoint PricewaterhouseCoopers as the Company¶s statutory auditor. In light of the substantial amount of non-audit fees as well as the current term in office of the auditor, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.


Finally, under ITEM 9a, the board of directors seeks authorisation to issue shares and/or warrants. The authority requested is limited to 21.56% of the Company's share capital, whereof 11.76% with deviation of shareholders' pre-emptive rights. As such the authority exceeds the maximum threshold (of 10%) as stipulated by ECGS' guidelines. Thus, ECGS recommends to vote OPPOSE

Underlying
Novozymes A/S B

Novozymes is a biotechnology company based in Denmark. Co.'s business operations are centered on the development of industrial enzymes, microorganisms, and biopharmaceutical ingredients. Co. provides business-to-business biological solutions used in the production of numerous products such as biofuel, detergents, feed, and crops. Co.'s business operations are organized along two segments: the Enzyme Business which is divided into four areas, providing industrial enzymes for household care, food & beverages, bioenergy, and feed & other technical; and the BioBusiness which is home to Co.'s microorganisms and biopharmaceutical ingredients.

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Proxinvest
Proxinvest

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Analysts
Expert Corporate Governance Service (ECGS)

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