Expert Corporate Governance Service (ECGS)
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H.Lundbeck, March 26 2019

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

Under ITEM 4.1, it is proposed to re-appoint Mr. Lars Soren Rasmussen as Chairman of  the board of directors. Although he is considered independent, ECGS notes that Mr. Rasmussen is currently chairing the Company's remuneration committee, which is not in accordance with its guidelines. ECGS furthermore notes a lack of female representation (22%) on the board and based on its guidelines the re-election of the chairman of the chairmanship (performing the duties of the nomination committee) is the most appropriate agenda item to express such concerns. Based on the above, ECGS normally would have recommneded opposition. However, considering that the proxy card does not permit this, it recommends abstention instead. ECGS furthermore has concerns over the aggregate time commitments of Mr. Henrik Andersen (ITEM 4.5) and Mr. Jeremy Max Levin (ITEM 4.6). Therefore, ECGS normally  would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Under ITEM 6, the board of directors proposes to re-appoint Deloitte as the Company's statutory auditor. In light of the current term in office of the statutory auditor, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Under ITEM 7.2, the board of directors proposes to amend Lundbeck's remuneration policy. With regard to the proposed changes, ECGS notes that (if approved) the Company's remuneration policy will be no longer in accordance with its guidelines. ECGS thus recommends to vote OPPOSE.

ITEM 7.4 is a proposal made by a shareholder. ECGS does not support the proposal and accordingly recommends to vote OPPOSE.

H. Lundbeck A/S

H. Lundbeck develops, produces and markets drugs for treating diseases of the central nervous system. Products include antidepressants for the treatment of depression, panic disorder, and prevention of relapse/recurrence. Antipsychotic products for psychotic disorders; schizophrenia, anxiety, restlessness and insomnia; treatment of psychotic disorders; acute psychotic episodes, exacerbation of psychotic disorders. Co.'s products inclue Cipralex®/Lexapro® for the treatment of depression and anxiety; Ebixa® for the treatment of Alzheimer's disease; Azilect® for the treatment of Parkinson's disease; Xenazine®, Sabril®, Saphris® Sycrest®, Onfi, and other.


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