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Expert Corporate Governance Service (ECGS)
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Orsted - March, 05th 2019

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

Under ITEM 3, although not legally required in Denmark, the board of directors and the  executive management seek discharge. Under its guidelines, ECGS no longer approves  discharge of the board of directors and/or executive management if there is no legal requirement for it. Since there is no such (legal) requirement in Denmark, ECGS recommends to vote OPPOSE.

Under ITEM 7.2, it is proposed to re-appoint Mr. Thomas Thune Andersen as Chairman of the board of directors. Although he is considered independent, ECGS notes that Mr.

Thune Andersen is currently chairing Orsted'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 9, 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,

ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Finally, ECGS notes that the Company changed its name to Orsted (formerly DONG Energy) in 2017. The name is a tribute to the Danish scientist H.C. Orsted, who (among other things) discovered electromagnetism.

Underlying
Orsted

Orsted is a renewable energy company based in Denmark. Co. is engaged in developing a renewables portfolio based on competences in offshore wind, bioenergy, and energy solutions. Co. is active in deploying offshore wind and converting existing coal- and gas-fired power stations to sustainable biomass, providing a heat and power supply which is both green and flexible. Co. divides its operations into four businesses: Wind Power, Bioenergy & Thermal Power, and Distribution & Customer Solutions. The Bioenergy & Thermal Power and Distribution & Customer Solutions businesses jointly constitute Co.'s Danish utility business. Co. maintains activities primarily in Northwestern Europe.

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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