Expert Corporate Governance Service (ECGS)
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Danske Bank AS - 2018, December 7th

In general, Danske Bank is in compliance with the Danish regulations relating to the organisation and procedures of the Extraordinary General Meeting.

In light of the money-laundering case at the Company's Estonian branch, which has led to the resignation of several senior executives including Danske Bank's CEO (Mr.Borgen) and Head of Business Banking (Mr. Morch), major shareholder A.P. Moller Holding proposes changes to the board of directors.

Under ITEM 1.1, major shareholder A.P. Moller Holding proposes to newly appoint Mr.Dybvad as Member of the board of directors. Based on the available information, Mr.Dybvad would be considered independent. ECGS has no (major) concerns over his appointment and accordingly recommends to vote FOR.

Under ITEM 1.2, major shareholder A.P. Moller Holding proposes to newly appoint Mr.Thorsgaard Nielsen as Member of the board of directors. Based on the available information, Mr. Thorsgaard Nielsen would not be considered independent as he is a representative of A.P. Moller Holding. However, considering that there is sufficient independent representation on the board of directors (75%) and ECGS has no other concerns over his appointment, it recommends to vote FOR.

Under ITEM 1.3, shareholder Bostrom (shareholding undisclosed) proposes to newly appoint himself as Member of the board of directors. Although, based on the available information, Mr. Bostrom would be considered independent, ECGS questions whether he has the necessary experience and background to serve as a director. In light of the above, ECGS prefers to support the other two candidates (see above) instead of Mr.Bostrom.

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.


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