Request to convene an extraordinary general meeting to change the Board of Directors

Company Announcement No. 61/2018

Today, Danske Bank A/S has received a request from A.P. Møller Holding A/S to convene an extraordinary general meeting in accordance with Article 8.2 of the Bank’s Articles of Association. The purpose of the extraordinary general meeting is the election of two new members for the Board of Directors and according to the request, A.P. Møller Holding A/S nominates Karsten Dybvad, CEO of the Confederation of Danish Industry and Jan Thorsgaard Nielsen, CIO of A.P. Møller Holding A/S as candidates for the Board of Directors of Danske Bank A/S.

The Board of Directors will convene an extraordinary general meeting as soon as possible within the 2-week deadline stipulated by the Articles of Association. The notice will state the time and place of the extraordinary general meeting.

Following talks with several major shareholders and in the light of the Bank’s current situation, the Board of Directors has discussed the right future composition of the Board and agrees that extraordinary and extensive changes are necessary as part of the process of recovering the confidence of all the Bank’s stakeholders. The Chairman of the Board of Directors Ole Andersen stated already at the press conference on 19 September 2018 that he intended to step down from the Board of Directors.

Both Ole Andersen and the chairman of the Audit Committee Jørn P. Jensen have stated that they want to step down from the Board of Directors in connection with the extraordinary general meeting. Carol Sergeant and Rolv Erik Ryssdal have both stated that they will stay at the Board of Directors, hence ensuring a responsible handing over to the new Board of Directors, but will not seek re-election at the ordinary general meeting on 18 March 2019.

”In the light of the Bank’s situation, the members of the Board of Directors and I share A.P. Møller Holding A/S’ view that there is a need to clarify the future leadership and composition of the Board of Directors as soon as possible.

The Board of Directors fully supports both proposed candidates who based on their individual competencies and experience will be able to contribute considerably to the further development of the Bank, including the particularly important task of recovering the confidence of all the Bank’s stakeholders,”
says Chairman Ole Andersen.

The Board has already initiated the search for two board candidates to be elected at the ordinary general meeting in March 2019.

The Board of Directors is continuing its search for a permanent CEO.

Danske Bank

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