The Declaration of the Board of Directors regarding the tender offer from RSA Overseas Holdings B.V. - the Board of Directors unanimously recommends the offer


24 May 2007
Stock Exchange announcement No. 08/2007                                         

Codan A/S - ID code 1028863 - 8                                                 
The Declaration of the Board of Directors regarding the tender offer from RSA  
Overseas Holdings B.V.- the Board of Directors unanimously recommends the offer 

Not for release or distribution in or into Canada, Australia or Japan           

The Board of Directors of Codan A/S unanimously recommends the minority         
shareholders to accept the tender offer launched by RSA Overseas Holdings B.V. 
The declaration of the Board of Directors and the fairness opinion prepared by  
the Board of Director's financial advisor, Morgan Stanley & Co. Limited, are    
attached to this Stock Exchange Announcement.                                   


Yours Sincerely                                                                 
Codan A/S                                                                       

Vibeke Krag                                                                     
Company Secretary

Attachments

fairnessopinion.0892_001.uk.cse8.pdf board statement.cse8..pdf fb 08 2007 board.recommendation uk.pdf