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Annual general meeting

February 28, 2003

Stock Exchange Announcement No. 5/2003

The annual general meeting of Danske Bank A/S will be held on Tuesday, March 25, 2003, at 2.00pm at the Tivoli Concert Hall, Tietgensgade 20, Copenhagen, Denmark.

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 is proposing a dividend of DKr 4.75 per share of DKr 10.

b) Election of Directors in accordance with the provisions of Article 15.

According to Article 15 of the Articles of Association, the following members retire by rotation:

Alf Duch-Pedersen,
Henning Christophersen, and
Bent M. Hansen

The Board of Directors is proposing re-election of Alf Duch-Pedersen and Henning Christophersen and election of Claus Vastrup, Professor of Economics. Bent M. Hansen is not offering himself for re-election.

c) Election of external auditors in accordance with Article 21.

According to Article 21 of the Articles of Association, the auditors

Grant Thornton, Statsautoriseret Revisionsaktieselskab, and
KPMG C. Jespersen, state-authorised public accountants, retire.

The Board of Directors is proposing re-election of the auditors.

d) The request of 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 the Bank to acquire its own shares - by way of ownership or pledge - up to an aggregate nominal value of 10% of its 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) The board proposes that the share capital be reduced by a nominal amount of DKr 203,241,510 through cancellation of shares, as a result of the Bank having bought back own shares in the second quarter of 2002 under its share buy-back programme. The Bank’s purchase price amounted to DKr 3,000,047,929.11, corresponding to an average purchase price of DKr 147.61 for each share of DKr 10. The board proposes that the Bank’s Articles of Association be amended such that Article 4, paragraph 1, be worded as follows:

“The Bank’s share capital amounts to DKr 7,116,758,490. The share capital is fully paid up.”

f) The Board of Directors proposes the following amendments to the Articles of Association:

- in Article 9, paragraph 5, that the wording be adjusted according to the new terminology in legislation. Article 9, paragraph 5, will thus be worded as follows:

“The Agenda and the proposals in extenso (and in the case of the Annual General Meeting also the audited Annual Report) shall be made available for inspection at the Bank's Head Office not later than eight days prior to the General Meeting and shall also be forwarded to all those shareholders entered in the Bank's share register who have made a request to that effect.”

- in Article 15, paragraph 1, "and the Director appointed by the relevant Danish minister pursuant to the Danish Commercial Banks and Savings Banks, etc. Consolidated Act" be cancelled. Article 15, paragraph 1, will thus be worded as follows:

“The Board of Directors shall be 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.”


g) Any other business submitted by shareholders.

Shareholders may request admission cards and ballot paper at the Bank’s branches or on tel. +45 43 39 28 85 up to and including March 20, 2003.

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


Copenhagen, February 20, 2003
Danske Bank A/S
Board of Directors