This is a translation of Danske Bank's Articles of Association from Danish to English. In the event of any discrepancies, the Danish version of the Articles of Association shall prevail.

Articles of association

Danske Bank A/S

Name, activities, registered office and corporate language

1.

  1. The Bank's name is Danske Bank A/S.
  2. The registered office of Danske Bank is situated in the City of Copenhagen.

2.

2.1. Danske Bank conducts banking business of every nature, as well as other kinds of business permitted under Danish law.

3.

  1. The Danske Bank Group's corporate languages are Danish and English.
  2. In addition to Danish, also English, Norwegian and Swedish may be spoken at the general meeting. Notice and agenda, including full versions of proposals, and other material may be drafted in English.

3.3 Annual reports will be prepared and submitted in English. Share capital

4.

  1. The share capital of Danske Bank totals DKK 8,621,846,210. The share capital is fully paid up.
  2. Danske Bank shares are negotiable instruments.
  3. No special rights attach to any share. No shareholder is under an obligation to have his shares redeemed, either in full or in part. There are no restrictions on the negotiability of the

1

shares.

4.4. Shares are issued as registered shares.

5.

  1. Upon any new issue of shares for cash, existing shareholders will, as provided by the
    Danish Companies Act, have pre-emption rights to subscribe for the new shares in proportion to their existing holdings, except in the case of issues of employee shares or issues offered by the Board of Directors without pre-emption rights for existing shareholders pursuant to article 6. below.
  2. By the majority laid down in paragraph two of article 14., the shareholders in general meeting may decide to waive the above pre-emption rights.

6.

I. Authority with pre-emption rights

  1. The Board of Directors is authorised, until 1 March 2027, to raise Danske Bank's share capital by up to nominally DKK 1,720,000,000. The share capital increase may take place on one or more occasions against cash. According to article 5.1., Danske Bank's existing shareholders have pre-emption rights to subscribe for the new shares in proportion to their existing holdings.
  2. The Board of Directors is also authorised, until 1 March 2027, on one or more occasions to raise loans against bonds or other instruments of debt with access to convert them into shares (convertible loans), and the Board of Directors is authorised to make the related capital increase. Convertible loans may not exceed an amount resulting in a maximum capital increase, which may be effected under the authority to increase Danske Bank's share capital, see article 6.1. above, according to the conversion price fixed at the raising of such loans as laid down by the terms and conditions of the bonds or other instruments of debt. The exercise of this authority reduces, by a corresponding amount, the authority in article 6.1. to increase Danske Bank's share capital. When the Board of Directors decides to raise convertible loans, the authority to increase the share capital, see article 6.1. above, is considered utilised by an amount corresponding to the maximum conversion rights. The conversion period may run for longer than five years after the raising of the convertible loan. Danske Bank's shareholders are entitled to subscribe for convertible loans in proportion to their shareholdings. The decision of the Board of Directors to raise convertible loans must be recorded in the Articles of Association and the Board of Directors is authorised to amend the articles accordingly.

2

  1. The new shares are negotiable instruments and are registered by name. The new shares must be fully paid up. Taking into account the time at which subscription for shares or exercise of conversion rights takes place, the Board of Directors determines the extent to which the new shares carry dividend for the year of subscription or for the year when the conversion rights are exercised. Otherwise, the new shares carry dividend as from the first accounting year following the year of subscription for shares or exercise of conversion rights. The shares are subject to the same provisions regarding pre-emption rights as those applying to existing shares and rank pari passu with existing shares with respect to rights, redemption and negotiability.
  2. The detailed terms and conditions governing the subscription for shares and the issue of convertible bonds or other instruments of debt are determined by the Board of Directors.
    1. Authority without pre-emption rights
  4. a) The Board of Directors is authorised, until 1 March 2027, to increase
    Danske Bank's share capital by up to nominally DKK 860,000,000 against payment in cash or as consideration in connection with Danske Bank's acquisition of an existing business.
  1. The Board of Directors is authorised, until 1 March 20282029, to increase
    Danske Bank's share capital by up to nominally DKK 1,485,000,000 by conversion of convertible bonds or other debt instruments in accordance with article 6.6.

Share capital increases in accordance with articles 6.5.a. and 6.5.b. may take place on one or more occasions. Danske Bank's shareholders are not entitled to subscribe for shares in proportion to their shareholdings. Consequently, the new shares must be offered at market price.

6.6. The Board of Directors is also authorised, until 1 March 20282029, on one or more occasions to raise loans against bonds or other instruments of debt with access to convert them into shares (convertible loans) for a total of nominally DKK 1,485,000,000, subject to previous issues under articles 6.9., 6.10. and 6.11 below. The Board of Directors is authorised to make the related capital increase. Convertible loans may not exceed an amount resulting in a maximum capital increase, which may be effected under the authority to increase Danske Bank's share capital, see article 6.5.b. above, according to the conversion price fixed at the raising of such loans as laid down by the terms and conditions of the bonds or instruments of debt. The exercise of this authority reduces, by a corresponding amount, the authority in article 6.5.b. to increase Danske Bank's share capital.

3

When the Board of Directors decides to raise convertible loans, the authority to increase the share capital, see article 6.5.b. above, is considered utilised by an amount corresponding to the maximum conversion rights. The conversion period may run for longer than five years after the raising of the convertible loan. Danske Bank's shareholders are not entitled to subscribe for convertible loans in proportion to their shareholdings. The decision of the Board of Directors to raise convertible loans must be recorded in the Articles of Association and the Board of Directors is authorised to amend the articles accordingly.

  1. The new shares are negotiable instruments and are registered by name. The new shares must be fully paid up. Taking into account the time at which subscription for shares or exercise of conversion rights takes place, the Board of Directors determines the extent to which the new shares carry dividend for the year of subscription or for the year when the conversion rights are exercised. Otherwise, the new shares carry dividend as from the first accounting year following the year of subscription for shares or exercise of conversion rights. The shares are subject to the same provisions regarding pre-emption rights as those applying to existing shares and rank pari passu with existing shares with respect to rights, redemption and negotiability.
  2. The detailed terms and conditions governing the subscription for shares and the issue of convertible bonds or other instruments of debt are determined by the Board of Directors.
  3. On 19 March 2017, the Board of Directors decided to exercise the authorisation in Article 6.6, without pre-emptive rights for Danske Bank's shareholders, to raise loans against notes (in Danish "Kapitalbeviser") for a total amount of USD 750,000,000 (corresponding to DKK 5,193,000,000 calculated on the basis of the national bank of Denmark's (Nationalbanken) exchange rate on the day of the Board of Directors' resolution) with access to convert them into shares. The notes are issued pursuant to section 12 of the Danish Executive Order no. 295 of 27 March 2014 on Calculation of Risk Exposures, Own Funds and Solvency Need. The terms and conditions set out in appendix 1 to these Articles of Association apply to the issued notes (Terms and Conditions for the Notes).

The maximum capital increase, which can be made on the basis of the issued notes in accordance with this Article 6.9 amounts to nominally DKK 312,891,120. If the issued notes are converted into shares, the price shall be calculated on the basis of the actual price of Danske Bank's shares at the time of the conversion, though the price may not be lower than a fixed minimum price. The specific terms and conditions, also with regards to any conversion, are set out in appendix 1.

Article 6.7 above will also apply to any new shares issued as a consequence of a conversion of notes issued in accordance with this Article 6.9.

4

6.10. On 16 May 2018, the Board of Directors decided to exercise the authorisation in Article 6.6, without pre-emptive rights for Danske Bank's shareholders, to raise loans against notes (in Danish "Kapitalbeviser") for a total amount of USD 750,000,000 (corresponding to DKK 4,740,750,000 calculated on the basis of the national bank of Denmark's (Nationalbanken) exchange rate on the day of the Board of Directors' resolution) with access to convert them into shares. The notes are issued pursuant to section 12 of the Danish Executive Order no. 295 of 27 March 2014 on Calculation of Risk Exposures, Own Funds and Solvency Need. The terms and conditions set out in appendix 2 to these Articles of Association apply to the issued notes (Terms and Conditions for the Notes).

The maximum capital increase, which can be made on the basis of the issued notes in accordance with this Article 6.10 amounts to nominally DKK 312,891,120. If the issued notes are converted into shares, the price shall be calculated on the basis of the actual price of Danske Bank's shares at the time of the conversion, though the price may not be lower than a fixed minimum price. The specific terms and conditions, also with regards to any conversion, are set out in appendix 2.

Article 6.7 above will also apply to any new shares issued as a consequence of a conversion of notes issued in accordance with this Article 6.10.

6.11. On 27 April 2021, the Board of Directors decided to exercise the authorisation in Article 6.6, without pre-emptive rights for Danske Bank's shareholders, to raise loans against notes (in Danish "Kapitalbeviser") for a total amount of USD 750,000,000 (corresponding to DKK 4,613,700,000 calculated on the basis of the national bank of Denmark's (Nationalbanken) exchange rate on the day of the Board of Directors' resolution) with access to convert them into shares. The notes are issued pursuant to section 11 of the Danish Executive Order no. 2155 of 3 December 2020 on Calculation of Risk Exposures, Own Funds and Solvency Need. The terms and conditions set out in appendix 3 to these Articles of Association apply to the issued notes (Terms and Conditions for the Notes).

The maximum capital increase, which can be made on the basis of the issued notes in accordance with this Article 6.11 amounts to nominally DKK 312,891,120. If the issued notes are converted into shares, the price shall be calculated on the basis of the actual price of Danske Bank's shares at the time of the conversion, though the price may not be lower than a fixed minimum price. The specific terms and conditions, also with regards to any conversion, are set out in appendix 3.

Article 6.7 above will also apply to any new shares issued as a consequence of a conversion of notes issued in accordance with this Article 6.11.

5

7.

  1. The shares must be issued in a denomination of DKK 10 through the Danish VP Securities A/S in accordance with the provisions of law regarding the issue of listed securities, and dividends must be distributed in accordance with applicable rules. Notice of rights in respect of the shares must be given to the Danish VP Securities A/S.
  2. Danske Bank A/S's share register is kept by VP Securities A/S, CVR number 21599336.
  3. InvestorPortalen™ is an Internet-based solution, provided by VP Securities A/S, that enables shareholders to electronically sign up for electronic publications from Danske Bank and to provide contact information to allow Danske Bank to send material electronically to shareholders having provided such information. InvestorPortalen™ also enables shareholders to register electronically for general meetings.
  4. All communication from Danske Bank to its shareholders may take place through electronic document exchange and electronic mail solutions (electronic communication) available to its shareholders at Danske Bank's website (www.danskebank.com) and/or
    InvestorPortalen™ for the purpose of enabling shareholders to electronically receive notices of general meetings with relevant agendas; complete proposals; proxy forms; interim reports; annual reports; company announcements; financial calendars; prospectuses; and other general information from Danske Bank. Danske Bank always has the option of communicating by ordinary mail.
  5. The shareholders are responsible for providing Danske Bank with correct electronic contact information.
  6. Shareholders may send messages to Danske Bank by electronic mail through InvestorPortalen™ to the specified e-mail address, to kapitalejer@danskebank.dk or to shareholder@danskebank.com. Instruments to appoint proxies for a general meeting must be made in writing, duly dated and produced.
  7. The shareholders can find information about system requirements and the procedure for communicating electronically at Danske Bank's website (www.danskebank.com) or the VP Securities A/S's website (www.vp.dk).

General meeting

8.

  1. An annual general meeting must be held every year not later than 30 April.
  2. Extraordinary general meetings must be held at the request of the Board of Directors or one of the auditors appointed by the shareholders in general meeting. Shareholders holding a

6

total of 5% of the share capital may submit a written request for an extraordinary general meeting. An extraordinary general meeting to be held for the purpose of transacting specified business must be convened within two weeks of the receipt of such request.

  1. All general meetings must be held in the metropolitan area of Copenhagen.
  2. The Board of Directors is authorised to decide that a general meeting shall be held as a fully electronic general meeting, provided that the meeting can be properly conducted in accordance with the Danish Companies Act. Shareholders will then be able to attend, express their opinion and vote by electronic means. Detailed information on the procedures for registration and participation will be made available on Danske Bank's website and in the notice convening the general meeting.

9.

  1. A general meeting is called by the Board of Directors at not more than five weeks' and not less than three weeks' notice, by announcement on Danske Bank's website
    (danskebank.com) and in writing to all registered shareholders who have requested such notification. Notice is also given to Danske Bank's employees.
  2. The notice convening the general meeting states the time and place and the agenda specifying the business to be transacted. If the general meeting is to transact amendments to the articles of association, the notice must contain the full wording of any proposals.
  3. The agenda and the proposals in extenso (and in the case of the annual general meeting also the audited annual report) must be made available for inspection by the shareholders no later than two weeks prior to the general meeting and must also be available for a period of three weeks beginning no later than three weeks before the general meeting, including the day of the general meeting, at Danske Bank's website, with information about the total number of shares and voting rights at the date of convening, the documents to be submitted to the general meeting and the forms to be used for voting by proxy and by letter.
  4. Any shareholder is entitled to have specific issues included on the agenda and transacted at the annual general meeting, provided that the shareholder submits a request in writing to this effect to the Board of Directors and such request is received by the Board of Directors no later than six weeks before the annual general meeting.
  5. The Board of Directors may, if it deems it necessary, propose that the general meeting resolves that Danske Bank shall indemnify Directors and Officers, both current and former, of the Danske Bank Group for claims against these individuals in connection with their services to the Danske Bank Group up to a total amount proposed by the Board of Directors (deducting any coverage available under the Directors' and Officers' (D&O) liability insurance taken out by Danske Bank). Such resolution shall apply for a period proposed by the Board of Directors and apply to claims made against Directors and Officers during this period. Exclusions

7

applicable under the D&O liability insurance taken out by Danske Bank and in force at the time when a claim is made shall apply accordingly to the indemnity, unless the general meeting resolves that specific exclusions under the D&O liability insurance shall not apply to the indemnity. If, when a claim is made, no D&O liability insurance is applicable, the exclusions of the latest applicable D&O liability insurance shall apply, except for specific exclusions applicable under the D&O liability insurance which the general meeting has resolved shall not apply to the indemnity, see above. In the event that claims covered by the indemnity exceed the total amount of the indemnity, the principle of section 95(3) of the Danish Insurance Contracts Act shall apply. A Director or Officer shall be understood to mean a member of the Board of Directors, a member of the Executive Leadership Team and any other person who can incur personal managerial liability according to applicable law. The indemnity by Danske Bank shall also, in addition to the total amount proposed by the Board of Directors and resolved by the general meeting, cover any adverse tax consequences for Directors and Officers arising from the fact that coverage is provided by way of the indemnity and not through D&O liability insurance.

10.

  1. The general meeting is presided over by a chairman of the meeting appointed by the Board of Directors. The chairman ensures that the general meeting is conducted in an orderly manner. The chairman of the meeting has the authority needed, including the right to prepare debates, voting themes and voting methods, the right to end debates and speeches, and the right to expel general meeting participants.
  2. Resolutions and proceedings at the general meeting are recorded in a minutes book to be signed by the chairman of the meeting.

11.

  1. Any shareholder who has requested an admission card no later than two days before the general meeting or has sent an instrument appointing a proxy so that it is received by VP Securities A/S no later than two days before the general meeting will be entitled to attend the meeting. Shareholders unable to attend may vote by postal ballot. The postal ballot must be received by VP Securities A/S no later than 4.00pm on the day before the general meeting.
  2. A shareholder is entitled to vote at the general meeting according to the number of shares held at the date of registration.
  3. The date of registration is one week before the date of the general meeting. The number of shares held by a shareholder is calculated on the registration date on the basis of the information in the register of shareholders and information about ownership that Danske Bank and/or VP Securities A/S has received but that has not yet been entered in the register of shareholders.

8

11.4. Each share of DKK 10 carries one vote at the general meeting. 12.

12.1. Any shareholder is entitled to be represented by proxy and to attend the general meeting together with an adviser. The instrument appointing the proxy, which must be produced, must be in writing and duly dated. The instrument may be revoked at any time.

13.

  1. At the annual general meeting the audited annual report is submitted.
  2. The agenda for the annual general meeting must comprise the following items:
  1. Submission of the annual report for adoption. A proposal by the Board of Directors and the Executive Leadership Team for allocation of profits or for the cover of losses according to the adopted annual report.
  2. Election of directors in accordance with the provisions of article 15.
  3. Appointment of external auditors in accordance with article 21.
  4. Any other proposals or business submitted by shareholders or the Board of Directors. 13.3. The Board of Directors is authorised to make extraordinary dividend payments.

14.

  1. Decisions at the general meeting are taken by a simple majority of votes, unless
    otherwise provided by law or by these articles. In case of parity of votes on an election, the election is decided by drawing lots.
  2. Resolutions regarding an amendment to these articles which pursuant to law cannot be made by the Board of Directors is passed only if adopted by not less than two-thirds of the votes cast and by not less than two-thirds of the share capital represented at the general meeting and entitled to vote, always provided that such amendments are not subject to more stringent statutory provisions. Amendments to paragraph three of this article must, however, be adopted in accordance with the provisions set out therein.
  3. A resolution to wind up Danske Bank by merger or voluntary liquidation is passed only if adopted by not less than three-quarters of the votes cast and by not less than three-quarters of the share capital represented at the general meeting and entitled to vote.

9

Board of Directors

15.

  1. The Board of Directors is elected by the shareholders in general meeting, with the
    exception of those directors who are elected pursuant to prevailing law concerning employee representation on the Board of Directors.
  2. The directors elected by the shareholders in general meeting, who are elected for a term of one year, must number not less than six and not more than ten.
  3. Directors are eligible for re-election.

16.

16.1. After the annual general meeting, the Board of Directors elects a chairman and one or two vice chairmen from among themselves. In case of parity of votes, the election is decided by lot.

17.

  1. The Board of Directors meets on being convened by the chairman, or in his absence by a vice chairman. Meetings are held when the chairman, or in his absence a vice chairman, finds it appropriate, or when so requested by a director, a member of Danske Bank's Executive
    Leadership Team, an auditor appointed by the shareholders in general meeting, or the head of
    Danske Bank's internal audit department.
  2. Decisions can be made by written ballot or by voting carried out in any other reliable manner. Meetings of the Board of Directors may be held in Danish and English.
  3. The Board of Directors constitutes a quorum when more than half of its members participate in the passing of a resolution. In case of parity of votes, the chairman, or, in his absence, the vice chairman chairing the meeting, has the casting vote.
  4. Minutes are kept of board meetings, and entries in the minutes book are signed by the directors.
  5. The Board of Directors establishes its own rules of procedure.
  6. The Board of Directors may delegate authority to make decisions to a committee set up by the Board. Such a committee may be authorised to consider standardised business if the full Board of Directors has laid down guidelines for such consideration in advance. The full Board of Directors regularly assesses the guidelines and the work performed by the committee. The Board of Directors is, however, ultimately responsible for the consideration

10

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Danske Bank A/S published this content on 05 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 April 2024 12:41:10 UTC.