Annual general meeting of Danske Bank 2010


Company Announcement No 5/2010

Annual general meeting of Danske Bank 2010

At the annual general meeting of Danske Bank on Tuesday, March 23, 2010, the shareholders

approved Annual Report 2009 and the allocation of net profit

re-elected Alf Duch-Pedersen, Eivind Kolding, Peter Højland, Mats Jansson, Sten Scheibye, Majken Schultz, Claus Vastrup and Birgit Aagaard-Svendsen to the Board of Directors and elected Ole Gjessø Andersen and Michael Fairey to the Board of Directors

re-appointed Grant Thornton, Statsautoriseret Revisionsaktieselskab, and KPMG Statsautoriseret Revisionspartnerselskab as external auditors

approved the proposals of the Board of Directors to amend the Articles of association

  • renewed the authorisation of Danske Bank to acquire its own shares – now for a five-year period

The General Meeting approved the 14 proposals made by the Board of Directors, with the following changes to the Articles of association being adopted in addition to the proposals made as a consequence of the new Danish Companies Act:

introduction of English as corporate language in addition to Danish

extension of the authorisation of the Board of Directors to increase the company capital and raise convertible loans to March 1, 2015

adjustment of wording and clarification of determination of the conversion price and a more flexible determination of the market price when convertible loans are offered

replacement of the address of VP Investor Services with its the CVR number

introduction of electronic communication

amendment concerning the convening of general meetings: Employees will still receive separate notice; the notice convening the general meeting must contain the full wording of proposals for amendments to the Articles of association; proposals from shareholders received within one week of the publication of the annual report must be included on the agenda for the ordinary general meeting

elaboration of the stipulations on the chairing of the general meeting

insertion of sentence to the effect that meetings of the Board of Directors may be conducted in both Danish and English Elections have been held to elect employee representatives to the Board of Directors. Helle Brøndum, Charlotte Hoffmann and Per Alling Toubro were re-elected, and Susanne Arboe and Carsten Eilertsen were elected to the Board. The general meeting did not approve a proposal to amend the Articles of association submitted by two shareholders and a proposal to order the Board of Directors to find a new chief executive officer not currently employed by Danske Bank submitted by a shareholder. Immediately following the annual general meeting, the Board of Directors met to elect its chairman and vice chairman. Alf Duch-Pedersen continues as chairman and Eivind Kolding continues as vice chairman. Birgit Aagaard-Svendsen continues as chairman of the Audit Committee. The composition of the committees will be published at www.danskebank.com under Corporate Governance as soon as possible. Danske Bank Board of Directors Secretariat