Danske Bank A/S : General meeting 2023 minutes incl distribution of votes and Chairmans report

Danske Bank A/S

This is an unofficial translation. In case of discrepancy, the Danish language version of the minutes of meeting shall prevail.

On 16 March 2023, at 3.00pm, Danske Bank A/S, CVR no. 61 12 62 28, held its annual general meeting at K.B. Hallen, with the option to attend electronically via the AGM Portal (partly electronic general meeting) and with the following agenda:

1. The Board of Directors' report on Danske Bank's activities in 2022
2. Submission of the Annual Report 2022 for adoption
3. Proposal for cover of loss according to the adopted Annual Report 2022
4. Presentation of the Remuneration Report 2022 for an advisory vote
5. Election of members to the Board of Directors
6. Appointment of external auditor
7. Proposals from the Board of Directors to amend the Articles of Association Proposals for:
8. 1. Extension by one year of the existing authorisation in articles 6.5.b and 6.6 of the Articles of Association regarding capital increases without pre-emption rights and issuance of convertible debt
   2. Authorisation to hold fully electronic general meeting
9. The Board of Directors' proposal for extension of the existing authority to acquire own shares
10. The Board of Directors' proposal for the remuneration of the Board of Directors in 2023
11. The Board of Directors' proposal for adjustments to the Group's Remuneration Policy 2023
12. The Board of Directors' proposal to renew the existing indemnification of Directors and Officers with effect until the annual general meeting in 2024
13. Proposals from shareholders
14. 1. Proposals from shareholder ActionAid Denmark
    2. Proposal from shareholder Frank Aaen
15. Authorisation to the chairman of the general meeting
16. Any other business

A total of 56.53% of Danske Bank's total share capital (after deduction of own shares) was represented at the opening of the general meeting.

Regarding the voting results, reference is made to appendix 1. For resolutions adopted without a ballot, the represented votes were counted as in favour of each item, unless it had been stated beforehand (by postal ballot or proxy with instructions) that such votes would not be cast in favour of the proposal.

The Chairman of the Board of Directors, Martin Blessing, welcomed the shareholders. The Chairman said that this year's general meeting would be held as a partly electronic meeting, enabling shareholders to attend in person or electronically to provide maximum flexibility for the shareholders.

The Chairman introduced CEO Carsten Egeriis, who was present on the podium. The other members of the Board of Directors and the Executive Leadership Team of Danske Bank were also present and seated in the audience. Danske Bank's external auditor, represented by Kasper Bruhn Udam and Jacob Lindberg of Deloitte Statsautoriseret Revisionspartnerselskab, and Danske Bank's Chief Audit Executive Dorthe Tolborg were also present and seated in the audience.

1

The Chairman then informed the general meeting that, in accordance with article 10.1. of Danske Bank's Articles of Association, the Board of Directors had appointed Niels Kornerup, attorney-at- law, as Chairman of the Meeting.

The Chairman of the Meetingfirst reviewed the technical requirements for taking the floor for the shareholders attending in person and electronically, respectively.

The Chairman of the Meeting declared that the general meeting had been properly convened and was legally competent to transact the items comprised by the agenda of the annual general meeting.

The Chairman of the Meeting further stated that shareholders addressing the general meeting would have their personal data collected and processed and that an audio recording of the general meeting would be made for the purpose of preparing the minutes. The audio recording would be deleted after the publication of the minutes on Danske Bank's website.

The Chairman of the Meeting also stated that the Board of Directors had decided beforehand that a ballot would be held on agenda item 5 on election of members to the Board of Directors and on the shareholder proposals under agenda item 12.

The Chairman of the Meeting explained section 101(5) of the Danish Companies Act. The provision implied that a complete report on the casting of votes should be provided for every resolution adopted at the general meeting. The Chairman of the Meeting proposed that the general meeting followed the previous practice at Danske Bank general meetings of deviating from providing the complete report. The Chairman of the Meeting ascertained, with the consent of the general meeting, that a complete report would not be provided.

The Chairman of the Meeting then stated that, as usual, agenda items 1-4 would be dealt with together and debated on together.

Re items 1-4) The Board of Directors' report on Danske Bank's activities in 2022, Submission of the Annual Report 2022 for adoption, Proposal for cover of loss according to the adopted Annual Report 2022 and Presentation of the Remuneration Report 2022 for an advisory vote

The Chairman of the Board of Directorsand the CEOpresented the report, enclosed as appendix 2.

The Chairman of the Meetingthanked the Chairman of the Board of Directors and the CEO for their report and informed the general meeting that the annual report had been signed by the Board of Directors and the Executive Leadership Team and issued with an auditors' report without qualifications or emphasis of matter.

The Chairman of the Meetingprovided the general meeting with practical information about the upcoming debate. The Chairman of the Meeting introduced representatives of Danske Bank and an independent attorney-at-law from the Chairman of the Meeting's office, who manned the moderator table. The Chairman of the Meeting introduced the Shareholders' Voice ("Aktionærens Stemme") represented by Lotte Sievers, who acted as spokesperson for the shareholders attending the general meeting electronically.

The Chairman of the Meetingsaid that there were a number of pre-registered speakers, to whom the Chairman of the Meeting would give the floor, and that the Chairman of the Board of Directors and/or the CEO would subsequently comment on the contributions.

2

ATP represented by Anders Folmerfirst expressed satisfaction with the fact that, from a shareholder's point of view, it would seem that Danske Bank was now able to look beyond the money laundering and debt collection cases. Anders Folmer pointed out, however, that the two cases had eaten away at the public's confidence in Danske Bank and increased Danske Bank's costs. Anders Folmer mentioned the external factors that had triggered positive financial developments for Danske Bank and the internal challenges the bank was facing in terms of restoring confidence in Danske Bank. Lastly, Anders Folmer highlighted specific measures for an improved strategy plan for Danske Bank, which could be included in the strategy plan that is to replace the current Better Bank strategy. Anders Folmer also expressed satisfaction with Danske Bank's Climate Action Plan.

The Chairman of the Board of Directorsthanked Anders Folmer for his comments and explained that the Board of Directors, the Executive Leadership Team and the employees of Danske Bank each day strive to restore existing and potential future customers' confidence in Danske Bank. Moreover, the Chairman was pleased by the fact that Anders Folmer expressed satisfaction with Danske Bank's ambitious Climate Action Plan.

The Danish Shareholders' Association ("Dansk Aktionærforening") represented by Mikael Bakfirst said that Danske Bank should insist on continuing to hold general meetings with the option to attend in person. Moreover, Mikael Bak focused on the disappointing financial results for Danske Bank due to the money laundering case but, in spite of this, Mikael Bak was pleased with the increase in the price of Danske Bank shares. Mikael Bak then asked the following questions:

1. What consequences would the current global financial market situation have directly and/or indirectly for Danske Bank, and did Danske Bank have any considerations in this respect?
2. How would Danske Bank expect its share price to develop considering the money laundering case, the current interest rate situation and the potential for an improved return on equity? Ought the shares be priced similarly to peer bank shares?
3. How would the bank address the challenge of making Danske Bank a leading Nordic bank on a five-year horizon?

Lastly, Mikael Bak thanked Danske Bank's employees for their efforts and wished Danske Bank the best of luck for the future.

The Chairman of the Board of Directorsthanked Mikael Bak for his contribution and first said that he believed that the option to hold a fully electronic general meeting would strengthen shareholder democracy. The Chairman then explained that the current situation in the global financial markets was mainly driven by the two specific situations at Silicon Valley Bank and Credit Suisse, which did not directly affect Danske Bank. The Chairman explained, however, that the two situations affected Danske Bank indirectly, because Danske Bank was part of the global financial market and that a period of higher volatility was therefore to be expected.

The CEOmentioned that Danske Bank's current capital position and liquidity were strong, and that Danske Bank had experienced a record-high growth in lending. The CEO agreed with Dansk Aktionærforening that Danske Bank ought to be more profitable and provide better returns to investors. Lastly, the CEO explained that Danske Bank would provide its views on how Danske Bank could realise its unfulfilled potential over the next couple of years in its upcoming strategy plan, which would be presented in June.

Dansk Aktionærforening represented by Mikael Baksaid that he did not agree with the Chairman's comment on shareholder democracy and fully electronic general meetings. Mikael Bak repeated that,

3

in his opinion, giving shareholders the option to attend Danske Bank's general meetings in person would be more conducive to the debate.

LD Fonde and Akademikerpension represented by Anders Scheldefirst expressed satisfaction with Danske Bank's positive developments. Anders Schelde expressed satisfaction with the fact that Danske Bank had published a Climate Action Plan, which generally set the bank in the right direction. Anders Schelde then elaborated on two negative factors in the Climate Action Plan.

The first negative factor was the fact that the Climate Action Plan did not contain specific targets for Danske Bank's lending policy for the period to 2030. In Anders Schelde's opinion, Danske Bank should already at this point be able to reject a customer if the customer operated within an area that did not meet the IEA's recommendations - including in particular companies carrying on activities within fossil fuel exploration.

The other negative factor was Danske Bank's asset management policy considering the IEA's recommendations. Anders Schelde requested specific information in relation to Danske Bank's individual investments. In that connection, Anders Schelde asked the following questions:

1. Did Danske Bank recognise IEA's recommendations to stop fossil fuel expansion?
2. Was it an unambiguous target for Danske Bank to use its investments to stop fossil fuel expansion?
3. Could Danske Bank elaborate specifically on individual companies?

Lastly, Anders Schelde explained why LD Fonde and Akademikerpension had chosen to vote in favour of the re-election of the Board of Directors, regardless of the fact that there was no fully Paris-aligned strategy. Anders Schelde then thanked Danske Bank's employees for cleaning up after the money laundering case.

The Chairman of the Board of Directorsthanked Anders Schelde for his contribution and for acknowledging the ambitious Climate Action Plan. The Chairman explained that Danske Bank's climate strategy was based on the fact that the targets set out in the Climate Action Plan were supported by science and the IEA's recommendations.

As for Danske Bank's lending activities, the Chairman explained that Danske Bank no longer provides financing or refinancing to companies operating exclusively within fossil fuel expansion.

As for asset management, Danske Bank was of the opinion that it could influence companies through active ownership. In that context, Danske Bank based its efforts on science-based targets and the IEA's recommendations. Lastly, the Chairman said that he found Danske Bank's role to be essential to society in terms of making capital available to companies that wanted to make but had not yet completed their green transition.

Shareholder Thomas Meinert Larsenexplained why he believed Danske Bank's Climate Action Plan did not accurately reflect the bank's activities and why he believed important information was withheld in the Climate Action Plan. Thomas Meinert Larsen found that Danske Bank continued to provide financing to companies with fossil fuel projects. To back up his claim, Thomas Meinert Larsen referred to the CEO's feature article in Berlingske Tidende on 6 February 2023, where the CEO had elaborated on Danske Bank's climate action. Thomas Meinert Larsen believed that Danske Bank, through its asset management business, invested in bonds issued by companies with fossil fuel projects, and in this connection he asked whether Danske Bank would confirm that it had invested about DKK 300 million in bonds issued by companies with fossil fuel projects?

4

The CEOthanked Thomas Meinert Larsen for his comments and the question. The CEO emphasised that Danske Bank took its climate responsibility seriously, and that Danske Bank therefore had prepared an ambitious Climate Action Plan. In that connection, Danske Bank had significantly reduced its investments in several companies that did not have a credible transition plan. As for the specific question, the CEO said that Danske Bank would respond to the question when Danske Bank had had the chance to prepare an adequate reply.

Shareholder Bjørn Hansenbegan his contribution by saying that he preferred partly electronic general meetings. In his contribution, Bjørn Hansen touched several matters, including that a lot of banking business with Danske Bank was done online, that Danske Bank's involvement in MitID was criticisable, and that it was unfortunate that the company's annual report and other reports were solely prepared in English. Lastly, Bjørn Hansen asked if Danske Bank had any knowledge of new cases within Danske Bank similar to the money laundering case?

The Chairman of the Board of Directorsexplained that the proposal for the authorisation to hold fully electronic general meetings did not necessarily mean that this would be exercised, but that it was important to have the possibility to do so. As for branches and online banking activities, the Chairman explained that as a financial services provider, it was important that Danske Bank was present on the platforms requested by the customers. One such request was that it should to a greater extent be possible to hold electronic meetings with Danske Bank. As for the language of the annual report and other reports, the Chairman pointed out that the common language for Danske Bank shareholders was English, and that Danske Bank had prioritised having a single language version for cost efficiency reasons, among other things. Lastly, the Chairman said that Danske Bank had no knowledge of other cases similar to the money laundering case.

Shareholder Lars H. Nielsensaid that he found the remuneration of members of management to be exceptionally high. Lars H. Nielsen referred to a Danish parliamentary resolution, from which it, according to Lars H. Nielsen, appeared that the part of the salaries of individual members of management exceeding DKK 7.5 million could not be claimed in Danske Bank's tax statement. Lars H. Nielsen then asked the Chairman if the Chairman was familiar with the resolution of the Danish Parliament, and whether the Chairman did not believe that this should be the moral guiding principle in relation to setting a limit to the salary of individual members of management? Moreover, Lars H. Nielsen referred to ActionAid Denmark's complaint to the Danish Ombudsman, from which it appeared that Danske Bank's ten green investment funds were not green, because the funds are invested in non-green companies.

The Chairman of the Board of Directorssaid that in the assessment of the Board of Directors the members of management received appropriate remuneration. The Chairman recognised that the members of management received high salaries in comparison with that of a regular household. The Chairman also said, however, that the remuneration had been determined on the basis of thorough benchmark analyses, and that the remuneration was generally competitive with the rest of the financial sector.

The CEOdid not agree with Lars H. Nielsen's claim that Danske Bank's ten green investment funds were not green. The CEO explained that the funds were composed in a way so that companies deriving more than 5% of their revenue from fossil fuels and thermal coal were excluded, which was in line with the recommendations on the composition of such green funds.

Shareholder Erik J. M. Pedersenasked if the agreements and/or settlements made in relation to the money laundering case had placed the parties to the agreement and/or settlement in a better position than the other shareholders? If the answer was in the affirmative, Erik J. M. Pedersen requested an explanation for such differential treatment.

5