EUR 1000.00 For Business Accounts Only

Danske Bank - AGM 16 March 2021

We note that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person.

Under ITEMS 4a-4j the (re-)election of the board of directors is proposed. In view of concerns over aggregate time commitments and other concerns we normally would have recommended opposition to the (re-)election of Ms. Carol Sergeant (ITEM 4g) and Mr. Topi Manner (ITEM 4i). However, considering that the proxy card does not permit this, we recommend abstention instead.

Under ITEM 4j shareholder Wismann Property Consult A/S proposes to appoint Mr. Lars Wismann as member of the board of directors. Following the Danish plurality voting system, this implies that shareholders have the choice between the proposed candidates by the board of directors (ITEMS 4a-4i) and Mr. Wismann (ITEM 4j). In our view Mr. Wismann is not a suitable candidate and we therefore prefer to support the other nine candidates.

Under ITEM 5 the board of directors proposes to re-elect authorized public accountant Deloitte as the Company’s external auditor. In view of the substantial amount of non-audit fees, we normally would have recommended opposition. However, considering that the proxy card does not permit this, we recommend abstention instead.

Under ITEM 7 authorisation to repurchase own shares in sought. Even though we note that the Danish Financial Supervisory Authority ("FSA") has chosen not to set a specific limit on dividend distributions and share repurchases, we do NOT consider it to be the right moment to initiate a new share buyback programme, in view of the ongoing events relating to the Covid-19 pandemic. Accordingly, we recommend to vote OPPOSE.

Under ITEM 9 approval of the remuneration of the board of directors is sought. Although unchanged fees are proposed to be paid for the upcoming FY, we note that the chairman’s fee is 4.0x that of a(n) ordinary board member. This significantly exceeds the median fees of the other non-executive directors which is NOT in accordance with our guidelines. Therefore, we recommend to vote OPPOSE.

Under ITEM 10 approval of the Company's remuneration policy is sought. Even though we have no (major) concerns over the proposed amendments (mainly concerning a few adjustments and editorial amendments), we note that the maximum STI (30% of annual base salary) is in excess of the maximum LTI (20% of annual base salary), which is NOT in accordance with our guidelines. Accordingly, we recommend to vote OPPOSE.

Finally, under ITEM 12, shareholder Mr. Gunnar Mikkelsen proposes to file a criminal complaint and commence proceedings against Danske Bank’s board of directors and executive management. The matter relates to the Company's debt collection (department) and we note that Danske Bank has been in dialogue with the Danish FSA, the Danish Tax Agency and the Danish Data Protection Agency and has most recently also notified the Norwegian FSA regarding this issue. In our view, the above processes should be allowed to run their courses properly and we therefore see no need to file a criminal complaint and/or to commence legal proceedings. Accordingly, we recommend to vote OPPOSE.