February 17, 2005
Stock Exchange Announcement No 3/2005
The annual general meeting of Danske Bank A/S will be held on
Tuesday, March 15, 2005, at 2.00pm, at the Bella Center, Center Boulevard
5, Copenhagen, Denmark.
Submission of the Annual Report for adoption. A proposal by the Board of Directors and the Executive Board for discharge from their obligations and proposal for allocation of profits or for the cover of losses according to the adopted Annual Report.
The Board of Directors proposes that a dividend of DKr 7.85 be paid out for each share of DKr10.
Election of members to the Board of Directors.
According to Article 15 of the Articles of Association,the following members of the Board of Directors retire:
Eivind Kolding, Chief Financial Officer of A.P. Møller-Mærsk A/S and Niels Chr. Nielsen, Professor of Economics, Copen hagen Business School.
The Board of Directors proposes that Eivind Kolding, Chief Financial Officer of A.P. Møller-Mærsk A/S and Niels Chr. Nielsen, Professor of Economics, Copenhagen Business School, be re-elected.
Appointment of external auditors.
According to Article 21 of the Articles of Association, the auditors:
Grant Thornton, Statsautoriseret Revisionsaktieselskab and KPMG C.Jespersen, Statsautoriseret Revisionsinteressentskab retire.
The Board of Directors proposes re-appointment of the auditors.
Request from the Board of Directors to the general meeting for renewal of the authorisation enabling the Bank to
acquire its own shares, which the Board proposes be worded as follows:
”The Board of Directors is authorised – until the next annual general meeting – to allow Danske Bank to acquire own shares by way of ownership or pledge up to an aggregate nominal value of 10% of the share capital in accordance with section 48 of the Danish Companies Act. If shares are acquired in ownership, the purchase price must not diverge from the price quoted on the Copenhagen Stock Exchange at the time of acquisition by more than 10%.”
The Board of Directors proposes that the share capital be reduced by a nominal amount of DKr 339,614,760 through cancellation of shares, as a result of the Bank having bought back own shares in 2004 under its share buy-back programmes. The Bank’s purchase price amounted to DKr5bn, corresponding to an average purchase price of DKr147.23 for each share of DKr10. The Board of Directors proposes that the Bank’s Articles of Association be amended such that Article 4, paragraph 1 be worded as follows:
”The share capital of the Bank totals DKr 6,383,042,760. The share capital is fully paid up.”
Any other business.
Shareholders may request admission cards and ballot paper at www.danskebank.com, at the Bank’s branches or on phone +45 43 39 28 85 before March 10, 2005.
The Bank’s Annual Report 2004 will be available at the Bank’s head office, Holmens Kanal 2-12, Copenhagen, Denmark, at least eight days before the general meeting.
Copenhagen, February 10, 2005
Danske Bank A/S
The Board of Directors