Annual general meeting

February 16, 2006

Stock Exchange Announcement No 2/2006

The annual general meeting of Danske Bank A/S will be held on Tuesday, March 14, 2006, at 2.00pm at Tivolis Koncertsal, Vesterbrogade 3, Copenhagen, Denmark.

Agenda
a)
Submission of the Annual Report for adoption.
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 DKr10 be paid out for each share of DKr10.

b)
The Board of Directors proposes,
that the term of service be reduced to two-year terms; however, in such a manner that the term of service for the board members elected or re-elected in 2004 or 2005 will not expire until 2007,
that the maximum number of board members elected by the shareholders be reduced to ten,
that Article 15.3. be deleted and
that Article 15.4. become the new Article 15.3.

Article 15.2 of the Articles of Association will henceforth be worded as follows:
"The Directors elected by the shareholders in general meeting, who shall be elected for a two-year term, shall number not less than six and not more than ten."

c)
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 will retire:

Sten Scheibye, Chief Executive of Coloplast A/S
Birgit Aagaard-Svendsen, Executive Vice President and CFO of J. Lauritzen A/S
Alf Duch-Pedersen, Chief Executive of Danisco A/S
Henning Christophersen, Partner at Kreab
Claus Vastrup, Professor of Economics, University of Aarhus

The Board of Directors proposes,
that Sten Scheibye, Chief Executive of Coloplast A/S, Birgit Aagaard-Svendsen, Executive Vice President and CFO of J. Lauritzen A/S, Alf Duch-Pedersen, Chief Executive of Danisco A/S, Henning Christophersen, Partner at Kreab and Claus Vastrup, Professor of Economics, University of Aarhus, be re-elected.

d)
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 will retire.

The Board of Directors proposes re-appointment of the auditors.

e)
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 may not diverge from the price quoted on the Copenhagen Stock Exchange at the time of acquisition by more than 10%."

f)
The Board of Directors proposes,

- that the secondary name "Boligkredit Danmark A/S (Danske Bank A/S)" be deleted from Article 1.2 of the Articles of Association

- that the time-limit "until March 1, 2007" in Articles 6.1 and 6.3 of the Articles of Association for the authorisation of the Board of Directors to increase the share capital of the Bank by up to DKr2,700,302,530 be extended until March 1, 2011

- that the Board of Directors be authorised to amend the stipulation regarding the calling of the general meeting by announcement in the Statstidende (the Danish official Gazette) and in one or more Danish daily papers to a calling of the general meeting by announcement in the Danish Commerce and Companies Agency's information system and in one or more Danish daily papers if and when an amendment to the Danish Companies Act in this respect is adopted. If the Danish Companies Act is amended as stipulated in the draft of the act, Article 9.1 of the Articles of Association will be worded as follows:

"A General Meeting is called by the Board of Directors by announcement in the Danish Commerce and Companies Agency’s information system and in one or more Danish daily papers, including a national daily paper, at the discretion of the Board of Directors, at not more than four weeks' and not less than eight days' notice."

If the amendment to the Danish Companies Act is adopted but stipulating other media than the Danish Commerce and Companies Agency’s information system, the Board of Directors is authorised to amend the Bank's Articles of Association accordingly.

- that Article 13.2.a of the Articles of Association be amended by deletion of the words "A proposal by the Board of Directors and the Executive Board for discharge from their obligations and" and that Article 13.2 a. of the Articles of Association be worded as follows:

"a. Submission of the Annual Report for adoption. A proposal by the Board of Directors and the Executive Board for allocation of profits or for the cover of losses according to the adopted Annual Report."

g)
Any other business.

A shareholder, Olav Willadsen, Lawyer, has submitted a request to have a specific item transacted at the general meeting:

"The General Meeting dictates that the Board of Directors of Danske Bank has to make sure that the Bank continues to be able to act as depositary pursuant to the provisions of the Danish Act on the Right of Debtors to Free Themselves by Deposit, and primarily – when a deposit has been made – protects the interests of those whose assets have been replaced by cash deposited with Danske Bank and not of those who have already been released by lodging the deposit in question."

Shareholders may request admission cards and ballot paper at www.danskebank.com, at the Bank’s branches or on phone +45 70 10 68 22 before March 9, 2006.

The Bank’s Annual Report 2005 will be available at the Bank’s head office, Holmens Kanal 2-12, Copenhagen, Denmark, at least eight days before the general meeting.

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