Danske Bank A/S : Conflict of Interest Policy

Conflicts of Interest Policy

JUNE 2022

1. Objective

Conflicts of Interest ("CoI") are where in the course of Danske Bank Group's (the "Group") business there are actual or Potential Conflicts of Interest between the interests of the Group, its Customers, Relevant Individuals and/or other stakeholders and as a result acting in one of those interests may be working against the interests of another.

The CoI Policy ("this Policy") is designed to ensure that the Group adheres to relevant applicable laws and regulations.

This Policy supports global compliance with sufficient flexibility to adapt to requirements in the local jurisdictions.

This Policy sets out the principles for the identification and appropriate management of CoI. Implementation of this Policy establishes the basis of the Group's reasonable steps to identify and to avoid a CoI or manage the CoI according to reasonable measures.

2. Definitions

The below definitions apply to terms used throughout this Policy:

Conflicts of Interest	CoI are where, in the course of the Group's business, or there is a
("CoI")	Potential or actual conflict between the interests of the Group, its
	Customers, Relevant Individuals and/or other stakeholders and that,
	as a result acting in one of those interests may be working against (to
	the detriment of) the interests of another.
Conflicts of Interest	The Group's system of classification of CoI. Each item in the Catalogue
Catalogue ("CoI	represents a type of inherent conflict situation that may arise in multiple
Catalogue")	individual instances across the Group. Policies or instructions in place
	are noted in the Catalogue and outline the Group's general approach to
	mitigating the outlined types of inherent CoI risk.
Conflicts of Interest	A collection of databases established by individual lines of business or
Register ("CoI	departments, where individually identified live CoI are recorded, along
Register")	with the actions to avoid or manage the CoI. Live conflicts require
	manual reporting in the CoI Register for the relevant business or
	department. Where there is no dedicated CoI Register but a live conflict
	must be recorded.

Connected Person Legal or natural persons whose relationship with a Relevant Individual may give rise to an actual or Potential Conflict of Interest with the Relevant Individual or whose employment or position might bring a Potential Conflict of Interest to the Relevant Individual's role at the Group. Examples of a Connected Person include but are not limited to:

1. a spouse or a partner considered to be equivalent to a spouse in accordance with national law; b) a dependent child, in accordance with national law; c) a relative who has shared the same household for at least one year; d) a legal person, trust or partnership which is directly or indirectly controlled by a Relevant Individual or by an individual referred to in point (a), (b) or (c), and which is set up for the benefit of a Relevant

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	Individual, or the economic interests of which are substantially
	equivalent to those of a Relevant Individual.
Control Room	A dedicated Group Compliance team. The primary mandate of the
	Control Room team is to support and oversee the management of CoI
	and market abuse risks in respect of conflicts regarding Customer
	information through key processes such as the determination of
	(external issuer) Insider Information, management of insider lists,
	information barriers, event logging, employee conflicts (such as
	personal account dealing or outside business interests) and research.
Customer	A natural or legal person with whom a unit of the Group has a mutual
	agreement concerning a delivery of a service or product involving one or
	more transactions on an ongoing basis (e.g. deposit/investment, credit
	facility). It also includes natural or legal persons actively seeking to enter
	into or already has a relationship with the Group for the receipt of
	services. This may include existing, potential or former Customers of the
	Group. Potential Customers include those where the Group is seeking
	to enter into a relationship with the potential Customer in respect of
	services or transactions. Former Customers include those where trust
	or other duties remain in place.
	Where the Group holds Insider Information on these legal persons, this
	is referred to as "external issuer Inside Information".
Departments	Refers to the organisation of Group business units (front office) and
	direct support functions. Group Risk Management and Group
	Compliance ('group functions' supporting both first and second line of
	defence but which are not front office) (back office).
the Group	Danske Bank A/S and its Subsidiaries.
Immediate Manager	Those who have a direct managerial responsibility for, and act in a
	supervisory capacity in respect of, (a) particular employee(s).
Inside Information	Information of a precise nature, which has not been made public,
	relating, directly or indirectly, to one or more issuers or to one or more
	financial instruments, and which, if made public, would be likely to have
	a significant effect on the prices of those financial instruments.
Joint Venture	A business arrangement in which the Group and other third parties
	agree to pool their resources for commercial purposes.
Management Body	An institution's body, which is appointed in accordance with national law
	or state law, which are empowered to set the strategy, objectives and
	overall direction of the institution.
MiFID Business	Investment services and activities and, if relevant, ancillary services
	carried out by a firm conducting Markets in Financial Instruments
	Directive business (where a fiduciary duty arises).
Potential Conflict of	A CoI that may arise given particular facts and circumstances. This
Interest	includes perceived CoI, being a situation, which may give rise to the
	perception of a CoI even where a CoI may not yet in fact exist.
Problematic Cases	Defined in the Escalation Policy, in respect of the most extreme and
	serious cases the Group might face, as any event or circumstance that
	may give rise to or could have given rise to significant indirect or direct
	losses, actual or potential significant regulatory or reputational
	concerns. Problematic Cases include actual risk events as well as
	potential risk events and near misses.
Relevant Individuals	Those who are engaged by the Group under any of the following
	arrangements:
	● Members of the Board of Directors.
	● A permanent employee of the Group (including members of the
	Executive Leadership Team);
	● A temporary employee of the Group; and

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	An individual external to the Group; a contingent worker, individuals
	working for the Group but who are not directly employed by the Group
	(including officers, consultants, contractors, agency workers, etc.).
Risk Management	CFO area, Group Information Security, Group Compliance, Group Legal,
Area	Group Human Resources, Group Risk Management and Group Internal
	Audit.
Subsidiary	Any legal entity in which Danske Bank A/S, directly or indirectly, holds
	more than 50% of the equity or voting capital share (or equivalent).
Supplier	Any external non-affiliated legal person that supplies goods and/or
	services to or on behalf of the Group, including those who conduct
	business in the Group's name and utilise the Group's regulated entity
	status. Where the Group holds Insider Information on these legal
	persons, this is referred to as "external issuer Inside Information".

3. Scope

The principles in this Policy set out the Group's approach for compliance with CoI related regulations, local implementation hereof, and other requirements such as the Code of Conduct that are applicable to the Group and its operations.

3.1. Target group

This Policy applies to Relevant Individuals, functions and units of the Group including all branches, Subsidiaries, wholly owned affiliates, third party providers and any person directly or indirectly linked to the Group.

The Management Body of a Subsidiary may approve this Policy with deviations to ensure this policy is fit for purpose for the Subsidiary. The policy administrator in the Subsidiary should discuss the rationale behind the deviation and ensure that the administrator of this Policy is consulted on material deviations.

The administrator of this policy must document and report material deviations from this policy to the owner of this Policy.

3.2. Violation

Failure to comply with this Policy may lead to action being taken in accordance with the applicable employment regulation, including but not limited to warning, breach, redundancy, suspension or dismissal.

4. Conflicts of Interest Principles

The Group must take reasonable steps to identify, avoid, manage, disclose, register, escalate and/or report a CoI.

All Departments are responsible for ensuring that when identified within their area, a CoI is avoided (where possible) or adequately managed, registered or disclosed. The following content outlines the key principles for identifying, avoiding and/or managing a CoI as well as associated roles and responsibilities for each principle.

Principle 1: The Group is responsible for identifying Conflicts of Interest

Generally, CoI arise due to the multiple interests of parties involved in the activities of the Group. CoI may arise between the following parties:

• Between the Group or its legal entities or Relevant Individuals or their Connected Persons and the Group's Customers or Suppliers;
• Customers or Groups of Customers;
• The Group and Relevant Individuals (or their Connected Persons); or
• The Group and the market (e.g. regulated market or organised trading facility).

Relevant Individuals must always pay attention to the risk of detrimental interests and should, in this context, be specifically alert to the following examples:

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• The Group or a Relevant Individual failing to comply with legal or regulatory obligations;
• The Group or a Relevant Individual failing to fulfil a duty of care, trust or loyalty owed to another legal person (e.g. a Customer or Supplier or Joint Venture);
• The Relevant Individual's professional judgement and objectivity being compromised or preventing the proper discharge of their duties and responsibilities; and
• The Group obtaining improper advantage or treatment or giving rise to the appearance of impropriety and reputational damage, including as it relates to the manner in which business is awarded to or by the Group.

Principle 2: The Group must take reasonable steps to avoid Conflicts of Interest

Avoiding CoI effectively is essential to the protection of the Group, its Customers and in respect of other stakeholders. Relevant Individuals must follow the policies and procedures designed to control Potential Conflicts of Interest outlined in the CoI Catalogue. In general terms, the following action can assist in the avoidance of CoI:

• Decline to act
• Recusal

Principle 3: The Group must take reasonable steps to manage and/or disclose Conflicts of Interest

(a) Management of a Conflict of Interest

Where a CoI cannot be avoided, it must be managed appropriately provided it is legal to do so. To protect the Group and/or the affected legal persons, consideration must be given to managing CoI at the appropriate level.

The following arrangements are acceptable ways to manage CoI. When considering the use of these arrangements, Relevant Individuals may decide that they are not effective in the specific circumstances presented:

• Decision independence and information barriers
• Segregation of duties
• Reallocation of activities
• Arm's length arrangements
• Legal advice

(b) Disclosure of a Conflict of Interest and obtaining consent

In some cases, due to the nature of the CoI or because of the surrounding circumstances, the Group may decide that the measures put in place to avoid or manage CoI may not be sufficient to protect the interests of one or more parties. Therefore, it may be necessary to disclose the nature of the CoI to the affected parties and/or seek their consent to continue. For example, advising a target company and financing an acquiring company, where an agreement may be made with each Customer that this will only continue as long as the acquisition is on a friendly and agreed basis and with no other bidders involved.

Where the Group is conducting MiFID Business, the rules do not allow disclosure of CoI to a Customer as the only means of managing CoI, except as a last resort. Where this is the case, the disclosure must be made prior to the MiFID Business in a durable medium; must include sufficient detail to allow the Customer to make an informed decision whether to continue the particular business with the Group; must explain the circumstances involved in disclosure being the 'last resort'; and should take into account the Customer's nature and an explanation of the risks and actions taken.

Principle 4: The Group must appropriately document Conflicts of Interest

(a) Conflicts of Interest Catalogue

Inherent situations that have been identified as being likely to create CoI in the course of the Group's activities are described in the CoI Catalogue. The Catalogue also describes the general framework consisting of related key policies, procedures and instructions that are relevant to the avoidance or management of CoI in these areas. The CoI Catalogue should be kept up to date with new areas that are likely to generate CoI and with the approaches to avoid or manage CoI. In the event that a new CoI category needs to be added to the CoI Catalogue, it must be referred to the Control Room for consideration and potential inclusion within the CoI Catalogue.

(b) Individual Conflicts of Interest and Conflicts of Interest Registers

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Individual instances of a CoI must be appropriately documented in the relevant CoI Register, according to existing processes and procedures. The registration must at least be sufficient to demonstrate the identification of the CoI and the methods taken to avoid or manage it, and to record the approvals or other decisions made in relation to the CoI including by whom the approvals were given or made.

5. Escalation

The Group has an Escalation Policy stating the requirements for reasonable and timely internal reporting of potentially Problematic Cases across the Group, which includes CoI. The requirements in the Escalation Policy must always be considered in relation to violation of the Group's obligation to prevent and mitigate CoI with adherence to other related policies and governing documents.

Problematic Cases in respect of CoI must be raised in the first instance to the Head of Conflicts of Interest management or the Head of Central Compliance within 24 hours of detection. They can be raised verbally or by email.

In cases where the normal escalation procedure fails, or where the case is particularly serious, Relevant Individuals can also report concerns resulting from a Potential Conflict of Interest through the Whistleblowing Site.

Appendix A - Conflicts of Interest Catalogue

Situations that have been identified as being likely to create CoI in the course of the Group's activities are described in the CoI Catalogue. The CoI Catalogue also describes the general framework consisting of related key policies, rules and instructions etc. that are relevant to the avoidance or management of CoI in these areas. Some of these items are specifically regulated and some are internal devices to organise effective management of the Conflicts of Interest. Key items mentioned in the Catalogue are listed below:

Business conflicts: Benchmarks, competition law, gifts & hospitality, inducements, information barriers and associated controls, investment banking, Legal entity segregation and arm's length or transfer pricing requirements, market abuse, outsourcing, procurement, product governance, remuneration, investment research independence, Rules of Procedure for the Board of Directors and the Executive Leadership Team, segregation of duties, sustainable investment.

Personal conflicts: code of conduct, outside business activities, Personal Account Dealing, and other personal interests.