EUR 1000.00 For Business Accounts Only

Coloplast - AGM 05 December 2019

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

Under ITEMS 4 and 5.2 the board of directors  seeks approval for the Company's remuneration report (ITEM 4) and remuneration policy (ITEM 5.2). Although ECGS strongly welcomes the first separate remuneration report, Coloplast's remuneration structure is NOT considered to be in line with its guidelines. Accordingly, ECGS recommends to vote OPPOSE to both agenda items.

Under ITEM 6.1 it is proposed to (re-)appoint Mr. Lars Søren Rasmussen as Chairman of the board of directors. ECGS notes that Mr. Rasmussen was elected to the board of directors immediately after resigning as CEO of the Company without any cooling-off period. Best practice dictates that companies apply a reasonable cooling-off period before making such an appointment. In addition, ECGS has various other (general) concerns over the composition of the Company's board of directors as well as concerns over his aggregate time commitments. Based on the above, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Under ITEM 6.6 it is proposed re-appoint Mr. Jørgen Tang-Jensen as Member of the board of directors. ECGS notes that, contrary to the Danish Recommendations on Corporate Governance, there is currently insufficient independent representation on the Company’s audit committee. In ECGS’view, the re-election of the audit committee chairman is the most appropriate agenda item to express any concerns in this respect.

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

Under ITEM 7 the board of directors proposes to re-appoint PricewaterhouseCoopers as the Company’s external auditor. In view of the substantial amount of non-audit fees as well as the current term in office of the external auditor, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Finally, ECGS notes that, since 2011, Coloplast has been named as a defendant in individual lawsuits in various federal and state courts in the US, alleging injury resulting from use of transvaginal surgical mesh products designed to treat pelvic organ prolapse and stress urinary incontinence. On September 30, 2019, Coloplast made a further provision of DKK 400 million to cover further costs to resolve the remaining claims as the process takes longer than previously anticipated. This brings the total amount recognised since FY 2013/14 for expected costs of litigation in the US to DKK 5.65 billion including legal cost. Management estimates that more than 95% of known lawsuits in the US have now been settled.