EUR 500.00 For Business Accounts Only

William Dermant Holding - March, 19 2019

In general, William Demant Holding ("Demant") is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 5a, it is proposed to re-appoint Mr. Niels B. Christiansen as Chairman of the board of directors. Although Mr. Christiansen is considered independent, ECGS has concerns over his aggregate time commitments. Mr. Christiansen is serving as CEO of Lego A/S (substantial non-listed company), Chairman of the board of directors of William Demant Holding A/S (listed) and non-executive director of AP Moller Maersk A/S (listed), which exceeds ECGS' guidelines. ECGS furthermore notes a lack of female representation (13%) on the board and based on its guidelines the (re-)election of the chairman of the nomination committee is the most appropriate agenda item to express such concerns. In addition, ECGS notes that Mr. Christiansen is currently chairing the Company's remuneration committee, which is not in accordance with its guidelines either. Based on the above, ECGS normally would have recommended opposition.

However, considering that the proxy card does not permit this, it recommends abstention instead.

Under ITEM 5b, it is proposed to re-appoint Mr. Niels Jacobsen as Vice Chairman of the board of directors. ECGS notes that Mr. Jacobsen was appointed as Vice Chairman of the board immediately after he stepped down as CEO of the Company, which is not in accordance with provision 3.1.5 of the Danish Recommendations on Corporate Governance. Since ECGS believes that companies should strive to comply with local corporate governance codes as a bare minimum, it does not agree with the explanation provided for the deviation. As a consequence, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.

Under ITEM 5e, it is proposed to re-appoint Mr. Lars Rasmussen. In light of concerns over aggregate time commitments, 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 7c, the board of directors proposes to change the name of the Company to Demant A/S. ECGS has no (major) concerns over this proposal and accordingly recommends to vote FOR.

Finally, under ITEM 7d, the board of directors seeks approval of the Company's remuneration policy. Even though ECGS has no concerns over the proposed amendments, it does not approve of LT incentive plans that do not operate one or more challenging performance conditions. ECGS therefore recommends to vote OPPOSE.