Expert Corporate Governance Service (ECGS)
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Proxy Report - 11/04/2018

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

Under ITEM 4, 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 requirement in Denmark, ECGS recommends to OPPOSE.

Under ITEMS 7a-7f, the (re-)election of the board of directors is proposed. ECGS has concerns over the aggregate time commitments of Mr. Thomas Berglund (ITEM 7b), Ms. Claire Chiang (ITEM 7c) and Mr. Henrik Poulsen (ITEM 7d). Therefore, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Finally, under ITEM 9a, the board of directors seeks authorisation to issue shares. The authority requested is limited to 19.9% of the Company's share capital and thereby substantially exceeds ECGS' guidelines. ECGS recommends to vote OPPOSE.


ISS is a Facility Services company based in Denmark. Co.'s focus of operations is on providing its customers a full range of facility services required to meet each customers needs. Co. offers a wide range of services such as: Facility Management, Cleaning Services, Support Services, Property Services, Catering Services and Security Services. Co. maintains operations in more than 50 countries across Europe, Asia, North America, Latin America and Pacific, serving public and private sector customers in business services and information technology, manufacturing, healthcare, retail, transportation and infrastructure, energy, leisure, food and beverage, pharmaceutical, and other sectors.


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