Annual general meeting of
Danske Bank A/S

February 08, 2007

Stock Exchange Announcement No 8/2007
The annual general meeting of Danske Bank A/S will be held on Tuesday, March 6, 2007, at 2.00pm at the Tivoli Concert Hall (through the main entrance at Tivoli), Vesterbrogade 3, Copenhagen, Denmark.

Admission cards and ballot paper
Admission cards and ballot paper may be ordered at www.danskebank.com or by telephone at +45 70 10 12 33 until Thursday, March 1, 2007.

There will be not be any refreshments after the general meeting, but coffee and tea will be served from 1.00pm to 2.00pm.

The Bank’s Annual Report 2006 and the agenda of the general meeting, including the full text of the proposals, will be available at the Bank’s head office, Holmens Kanal
2-12, Copenhagen, Denmark, at least eight days before the general meeting.

Danske Bank’s share capital amounts to DKr6,988,042,760 and the stipulations of the Articles of Association on voting rights are as follows:

Article 11.2. “Voting rights at the General Meeting may be exercised by any shareholder who has arranged for his shares to be registered by name in the Bank’s share register or
has placed his shares in safe custody with the Bank, or has given notice and provided proof of his shareholding in any other manner, and who has requested an admission card
and ballot paper not later than five days before the General Meeting.”

Article 11.3. “However, the voting rights in respect of shares acquired by way of transfer shall furthermore be conditional upon the shareholder having arranged for
his shares to be registered by name in the Bank’s share register or having placed his shares in safe custody with the Bank, or having given notice and provided proof of his
acquisition of shares in any other manner, not later than the day before notice to convene the General Meeting has been given in the Statstidende (the Danish Offi cial Gazette) and
Danish daily papers.”

Article 11.4. “Each share of DKr10 shall carry one vote at the General Meeting.”

Agenda
a) 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
DKr7.75 be paid out for each share of DKr10.

b) 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:
Jørgen Nue Møller, General Manager
Eivind Kolding, Partner of the firm of A.P. Møller
Peter Højland, Managing Director of Transmedica Holding A/S
Niels Chr. Nielsen, Professor of Economics at Copenhagen Business School
Majken Schultz, Professor of Organization at Copenhagen Business School

The Board of Directors proposes that Jørgen Nue Møller, Eivind Kolding, Peter Højland, Niels Chr. Nielsen and Majken Schultz be re-elected.

c) Election 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-election of the auditors.

d) 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%.”

e) Proposals by the Board of Directors:

  • to amend Article 1.2 and create a new Article 23.
    The Bank has a large number of secondary names. These take up considerable space on the first pages of the Articles of Association. More secondary names may be added. The proposal aims at revising the layout of the Articles of Association so that stipulations of more relevance to shareholders have a more prominent place, before the long list of secondary names.

  • to adopt the following new secondary names:
    Sampo Pankki Oyj A/S (Danske Bank A/S)
    AB Sampo bankas A/S (Danske Bank A/S)
    AS Sampo Pank A/S (Danske Bank A/S)
    AS Sampo Banka A/S (Danske Bank A/S)
    Profi bank ZAO A/S (Danske Bank A/S)
    Sampo Fund Management Ltd. A/S (Danske Bank A/S)

  • to revoke Article 2.2 and the current Article 23 on the Mortgage division.
    This proposal follows as a result of the repeal of the Danish Act of 25 March 1872.

  • to amend Article 4.4 to read as follows:
    “Shares are issued as registered shares, but may be registered as issued to bearer. Danske Bank shares that are or will be held with Danske Bank A/S for asset management or custody or in a pledged custody account will automatically be registered in the name of the custody account holder in the share register, unless Danske Bank is otherwise instructed.”
    This proposal is made to preserve the possibility of considering the interests of the vast majority of the Bank’s shareholders, whose Danske Bank shares are registered by name and/or held in custody accounts with the Bank.

  • to amend article 6.7, first sentence as follows (provided that the above-mentioned proposal to amend Article 4.4 is adopted):
    “The new shares are negotiable instruments and are registered by name, but may be registered as issued to bearer in the Bank’s share register.”
    See proposal to amend Article 4.4.

  • to insert a new Article 7.2 with the following wording:
    “Danske Bank A/S’s share register is kept by VP Investor Services A/S (VP Services A/S), Helgeshøj Allé 61, DK-2630 Taastrup.”
    This proposal is a result of the sale in 2006 of Danske Bank’s share register system to VP Securities Services.

  • to amend article 11.2 as follows (provided that the above-mentioned proposal to amend Article 4.4 is adopted):
    “Voting rights at the General Meeting may be exercised by any shareholder who has arranged for his shares to be registered in the share register and who has requested
    an admission card and ballot paper not later than fi ve days before the General Meeting.”
    This proposal results from the proposal to amend Article 4.4. The proposal means that shares are normally registered by name and that shareholders thus
    are entitled to vote. However, it will still be possible for shareholders to waive the right to vote, for example by having shares registered to bearer.

  • to amend article 11.3 as follows (provided that the above-mentioned proposal to amend Article 4.4 is adopted):
    “However, the voting rights in respect of shares acquired by way of transfer shall furthermore be conditional upon the shareholder having arranged for his shares to be registered in the Bank’s share register, or having given notice and provided proof of his acquisition of shares in any other manner, not later than the day before notice to convene the General Meeting has been given in the Danish Commerce and Companies
    Agency’s information system and Danish daily papers.”
    This proposal results from the proposal to amend Articles 4.4. and 11.2.

  • to revoke the current Article 20.2 and replace it with the following:
    “The Executive Board may grant mandates or powers of attorney to any employee of the Bank.”
    This proposal results from developments over the past many years, in accordance with which the Bank and its employees enter into binding agreements through other means than written, signed agreements. As part of the continued development of Group IT solutions, “procuration” is no longer considered necessary or expedient for the daily operations of the Bank.

    f) Any other business.

    Resolutions regarding any amendment to the Articles of Association are 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.

    Danske Bank A/S
    Board of Directors

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