Expert Corporate Governance Service (ECGS)
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Tryg, March 15, 2019

Since, as of the date of this report, the names of the candidates put forward by major shareholder TryghedsGruppen smba have not been announced yet, ECGS does not consider Tryg to be in compliance with the Danish regulations relating to the organisation and procedures of the AGM. In ECGS' view, this is a significant corporate governance breach and totally unlike best practice.

Under ITEM 4, although not legally required in Denmark, the supervisory board 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 (legal) requirement in Denmark, ECGS recommends to vote OPPOSE.

Under ITEM 7b, it is proposed to re-appoint Mr. Jukka Pertola as Chairman of the supervisory board. Although he is considered independent, ECGS notes that Mr. Pertola is currently chairing Tryg's remuneration committee, which is not in accordance with its guidelines. As a consequence, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Finally, under ITEM 8, the supervisory board proposes to re-appoint Deloitte as the Company’s statutory auditor. In light of the substantial amount of non-audit fees as well as the current term in office of the auditor, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Tryg A/S

Tryg is an insurance company, engaged in providing insurance services. Co.'s private segment encompasses the sale of insurance products to private individuals in Denmark and Norway. Co.'s commercial segment encompasses the sale of insurance products to small and medium-sized businesses in Denmark and Norway. Co.'s corporate segment sells insurance products to corporate customers under the brand Tryg in Denmark and Norway, Moderna in Sweden and Tryg Garanti. Co.'s Sweden segment comprises the sale of insurance products to private customers under the Moderna brand. Moreover, insurance is sold under the brands Atlantica, Bilsport & MC, Securator and Moderna Djurforsakringar.


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