February 25, 2004
Stock Exchange Announcement No. 4/2004
The annual general meeting of Danske Bank A/S will be held on Tuesday, March 23, 2004, 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 proposes that a dividend of DKr6.55 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 retire:
Jørgen Nue Møller, General Manager
Poul Christiansen, Master Carpenter
Hans Hansen, Farmer
Niels Eilschou Holm, Private Secretary to Her Majesty the Queen of Denmark
Peter Højland, Managing Director of Transmedica A/S, and
Majken Schultz, Professor of Organization, Copenhagen Business School
In accordance with the agreement made in connection with the merger with RealDanmark to reduce the number of board members, Poul Christiansen, Master Carpenter, and Hans Hansen, Farmer, will not stand for re-election.
The Board of Directors proposes that Jørgen Nue Møller, General Manager; Niels Eilschou Holm, Private Secretary to Her Majesty the Queen of Denmark; Peter Højland, Managing Director of Transmedica A/S, and Majken Schultz, Professor of Organization, Copenhagen Business School, be re-elected.
c) 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.
The Board of Directors proposes re-appointment 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) The Board of Directors proposes that the share capital be reduced by a nominal amount of DKr394,100,970 through cancellation of shares, as a result of the Bank having bought back own shares in 2003 under its share buy-back programme. The Bank’s purchase price amounted to DKr5bn, corresponding to an average purchase price of DKr126.87 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 DKr6,722,657,520. The share capital is fully paid up."
f) The Board of Directors proposes the following amendments to the Articles of Association:
that the last sentence of Article 14, paragraph 3: "Furthermore, any such resolution which is not proposed or approved by the Board of Directors shall be passed only if not less than three-fourths of the share capital is represented at the General Meeting at which it is put to the vote." be cancelled.
Article 14, paragraph 3, will then read as follows:
A resolution to wind up Danske Bank by merger or voluntary liquidation requires a majority of three-quarters of both the votes cast at a general meeting and the share capital represented at the general meeting and entitled to vote.
that Article 17, paragraph 2, be amended to read:
"Decisions can be made by written ballot or by voting carried out in any other reliable manner."
g) 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 19, 2004.
The Bank’s annual report will be available at the Bank’s head office, Holmens Kanal 2-12, Copenhagen, Denmark, at least eight days before the general meeting.
Stock Exchange Announcement No. 4/2004
The annual general meeting of Danske Bank A/S will be held on Tuesday, March 23, 2004, 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 proposes that a dividend of DKr6.55 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 retire:
Jørgen Nue Møller, General Manager
Poul Christiansen, Master Carpenter
Hans Hansen, Farmer
Niels Eilschou Holm, Private Secretary to Her Majesty the Queen of Denmark
Peter Højland, Managing Director of Transmedica A/S, and
Majken Schultz, Professor of Organization, Copenhagen Business School
In accordance with the agreement made in connection with the merger with RealDanmark to reduce the number of board members, Poul Christiansen, Master Carpenter, and Hans Hansen, Farmer, will not stand for re-election.
The Board of Directors proposes that Jørgen Nue Møller, General Manager; Niels Eilschou Holm, Private Secretary to Her Majesty the Queen of Denmark; Peter Højland, Managing Director of Transmedica A/S, and Majken Schultz, Professor of Organization, Copenhagen Business School, be re-elected.
c) 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.
The Board of Directors proposes re-appointment 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) The Board of Directors proposes that the share capital be reduced by a nominal amount of DKr394,100,970 through cancellation of shares, as a result of the Bank having bought back own shares in 2003 under its share buy-back programme. The Bank’s purchase price amounted to DKr5bn, corresponding to an average purchase price of DKr126.87 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 DKr6,722,657,520. The share capital is fully paid up."
f) The Board of Directors proposes the following amendments to the Articles of Association:
that the last sentence of Article 14, paragraph 3: "Furthermore, any such resolution which is not proposed or approved by the Board of Directors shall be passed only if not less than three-fourths of the share capital is represented at the General Meeting at which it is put to the vote." be cancelled.
Article 14, paragraph 3, will then read as follows:
A resolution to wind up Danske Bank by merger or voluntary liquidation requires a majority of three-quarters of both the votes cast at a general meeting and the share capital represented at the general meeting and entitled to vote.
that Article 17, paragraph 2, be amended to read:
"Decisions can be made by written ballot or by voting carried out in any other reliable manner."
g) 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 19, 2004.
The Bank’s annual report 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 19, 2004
Danske Bank A/S
The Board of Directors
Danske Bank A/S
The Board of Directors