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Expert Corporate Governance Service (ECGS)
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Novozymes - AGM 26 February 2020

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

In view of insufficient independent representation on the board as well as concerns over aggregate time commitmetns, ECGS normally would have recommended to vote OPPOSE to the (re-)election of: Mr. Cees de Jong (ITEM 6a), Mr. Kasim Kutay (ITEM 7a), Ms. Kim Stratton (ITEM 7b), Mr. Mathias Uhlén (ITEM 7c) and Mr. Heine Dalsgaard (ITEM 7e). However, considering that the proxy card does not permit this, it recommends abstention instead.

Under ITEM 8, the board of directors proposes to re-appoint PricewaterhouseCoopers as the Company’s external auditor. In light 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, under ITEM 9b, the board of directors seeks authorisation to issue shares and/or warrants. In aggregate, the authorisation(s) requested are limited to 21% of the Company’s share capital (after the proposed capital reduction under ITEM 9c), whereof 11% with deviation of shareholders’pre-emptive rights, which exceeds ECGS’guidelines. Accordingly, ECGS recommends to vote OPPOSE.

Underlying
Novozymes A/S Class B

Novozymes is a biotechnology company based in Denmark. Co.'s business operations are centered on the development of industrial enzymes, microorganisms, and biopharmaceutical ingredients. Co. provides business-to-business biological solutions used in the production of numerous products such as biofuel, detergents, feed, and crops. Co.'s business operations are organized along two segments: the Enzyme Business which is divided into four areas, providing industrial enzymes for household care, food & beverages, bioenergy, and feed & other technical; and the BioBusiness which is home to Co.'s microorganisms and biopharmaceutical ingredients.

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Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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