Danske Bank A/S : Rules of Procedure - Board of Directors and Executive Leadership Team

Rules of Procedure

of the Board of Directors and the Executive Leadership Team

These rules of procedure (Rules of Procedure) of the Board of Directors and the Executive Leadership Team of Danske Bank A/S have been drafted in accordance with the Danish Companies Act, the Danish Financial Business Act, the Articles of Association of Danske Bank A/S, the European Banking Authority's Guidelines on internal governance and the Danish Recommendations on Corporate Governance

Danske Bank A/S

CVR no. 61 12 62 28

Contents

1	Rules of Procedure of the Board of Directors	4
	1.1	Board and Committee constitution	4
	1.2	Meetings of the Board of Directors	4
	1.2.1	Frequency, venue and electronic media	4
	1.2.2	Communication, agenda and material	4
	1.2.3	Quorum and resolutions	5
	1.2.4	Participation	5
	1.2.5	Minutes	5
	1.2.6	Language	6
	1.3	Delegation and special tasks	6
	1.3.1	Delegation	6
	1.3.2	Chairman	7
	1.3.3	Representation and communication	7
	1.3.4	Vice-Chairman	7
	1.3.5	Board Committees	7
	1.3.6	Special advisers	8
	1.4	Tasks and responsibilities of the Board of Directors	8
	1.4.1	Appointments	8
	1.4.2	Authority and governance	9
	1.4.3	Business model and strategic targets	10
	1.4.4	Financials	10
	1.4.5	Audit	12
	1.4.6	Risk management	12
	1.4.7	Compliance	14
	1.4.8	Regulatory affairs	14
	1.4.9	Stakeholder relations	15
	1.4.10	Other publications	15
	1.4.11	People and culture	15
	1.4.12	Remuneration	16
	1.4.13	General meetings	17
2	Rules of Procedure of the Executive Leadership Team	18
	2.1	Members of the Executive Leadership Team	18
	2.2	Meetings of the Executive Leadership Team	18
	2.2.1	Frequency, venue and electronic media	18
	2.2.2	Communication, agenda and material	18
	2.2.3	Quorum and resolutions	18
	2.2.4	Participation	19
	2.2.5	Minutes	19
	2.2.6	Language	20
	2.3	Delegation and special tasks	20
	2.3.1	Chief Executive Officer	20
	2.3.2	Representation and communication	20
	2.3.3	Delegation	20
	2.4	Tasks and responsibilities of the Executive Leadership Team	20
	2.4.1	Appointments	20
	2.4.2	Authority, responsibility and governance	21
	2.4.3	Business model and strategic targets	23
	2.4.4	Financials	24
	2.4.5	Audit	25
	2.4.6	Risk management	25
	2.4.7	Compliance	27
	2.4.8	Regulatory affairs	27
	2.4.9	Stakeholder relations	27
	2.4.10	Other publications	28
	2.4.11	People and culture	28
	2.4.12	Remuneration	29
3	Appendix - other individual obligations	31

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These Rules of Procedure shall establish the division of work and responsibilities between the Board of Directors and the Executive Leadership Team covering, i.a. responsibilities, reporting obligations, and authority.

Where applicable based on the specific context, a reference to "Danske Bank" shall be construed as referring to and including all companies in the Danske Bank Group.

The Rules of Procedure shall be subject to annual review and approval by the Board of Directors and may at all times be amended by the Board of Directors.

The Rules of Procedure shall be signed by all members of the Board of Directors and the Executive Leadership Team.

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1 Rules of Procedure of the Board of Directors

1.1 Board and Committee constitution

Members of the Board of Directors are elected at the general meeting by the shareholders for a term of one year and must number not less than six and not more than ten members, excluding employee representatives.

As soon as possible after the general meeting, the Board of Directors shall elect a Chairman and a Vice-Chairman among the members of the Board of Directors. In case of parity of votes, the vote shall be decided by lot.

The Board of Directors shall appoint members to the Audit Committee, the Risk Committee, the Conduct and Compliance Committee, the Remuneration Committee, and the Nomination Committee.

If the Chairman of the Board of Directors resigns during a term of election, the Vice-Chairman of the Board of Directors shall take up the position as Chairman until the next general meeting.

1.2 Meetings of the Board of Directors

1.2.1 Frequency, venue and electronic media

The Board of Directors shall hold at least eight meetings, including one strategy meeting a year, according to an annual work schedule determined in advance of every annual meeting cycle.

The Chairman shall furthermore convene meetings of the Board of Directors when necessary or when so requested by a member of the Board of Directors, a member of the Executive Leadership Team, the Chief Audit Executive or Danske Bank's external auditor.

Meetings of the Board of Directors shall be held physically, at the offices of Danske Bank or at another venue designated by the Chairman. Meetings of the Board of Directors may also be held virtually or as hybrid when considered appropriate, or necessary, by the Chairman.

Meetings of the Board of Directors may be held in writing, if deemed appropriate or necessary, considering the duties and responsibilities of the Board of Directors. However, any member of the Board of Directors or the Executive Leadership Team shall always be entitled to request that an oral discussion take place.

1.2.2 Communication, agenda and material

Communication with and between the members of the Board of Directors may take place electronically and all materials are shared with the Board of Directors electronically.

The Company Secretariat shall keep an archive of board and committee material to which Board members have access as relevant

The invitation to the meeting of the Board of Directors shall be sent via e-mail and the agenda and meeting materials shall be made available to all members of the Board of Directors, and to the extent relevant and appropriate, the Executive Leadership Team, the Chief Audit Executive and the external auditor, no less than seven calendar days before the meeting. Such notice may be shortened for matters requiring expedient decisions in which case a board meeting may be called, and the relevant material shall be made available, with a shorter notice. In any event, the Chairman shall ensure that materials are made available in sufficiently good time before the meeting.

The Company Secretariat shall prepare the agenda in consultation with the Chairman and the Chief Executive Officer.

The agenda shall include the items agreed in the annual work schedule, which may be amended and updated throughout the year.

Any member of the Board of Directors and the Executive Leadership Team shall be entitled to demand that a specific item be included on the agenda.

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All materials submitted to the Board of Directors shall be relevant and form basis for sound and well- informed discussions and decisions and thus adhere to the principles established by the Board of Directors in the Internal Governance Policy and comply with the guidelines for Board Committee and Board of Directors' meetings.

1.2.3 Quorum and resolutions

The Board of Directors forms a quorum when more than half of its members, including the Chairman or the Vice-Chairman, are present.

Decisions shall not be taken unless all members of the Board of Directors, to the extent possible, have had the opportunity to be heard in the matter.

Resolutions by the Board of Directors shall be passed by simple majority of the votes present, unless otherwise stipulated by applicable law, Danske Bank's Articles of Association or these Rules of Procedure. In case of parity of votes, the Chairman, or, in his absence, the Vice Chairman chairing the meeting, shall have the casting vote.

The Chairman and the Board of Directors may resolve that a matter requires further deliberation before deciding on such matter.

Resolutions by the Board of Directors may, if required, be adopted by ballot or by voting carried out in a reliable manner.

Resolutions by the Board of Directors may be adopted through the use of electronic media.

Resolutions shall be considered suitable for adoption through the use of electronic media in cases of;

1. straightforward and routine matters which do not require a new decision of principle by the Board of Directors or impose material risks on Danske Bank,
2. matters extensively discussed by the Board of Directors in a meeting in the recent past without significant developments, or
3. urgent matters which cannot be postponed without detrimental effects for Danske Bank.

Resolutions adopted through use of electronic media shall be recorded in the minutes.

1.2.4 Participation

All Board members are expected to participate in all meetings of the Board and shall notify the Chairman in the event of their absence.

In the event that an employee elected member of the Board of Directors is unable to attend meetings of the Board of Directors, the alternate for that member shall be called, unless the member in question is only temporarily unable to attend, which shall be deemed the case if absence is not expected for more than two meetings.

Members of the Executive Leadership Team shall participate in meetings of the Board of Directors unless the Board of Directors in each case decides otherwise.

Danske Bank's external auditor and the Chief Audit Executive are entitled to participate in meetings of the Board of Directors during the consideration of matters relevant to the auditing or the financial reporting of Danske Bank.

At the request of any member of the Board of Directors, Danske Bank's external auditor and the Chief Audit Executive shall participate in meetings of the Board of Directors.

1.2.5 Minutes

The Company Secretariat shall prepare and keep minutes of the businesses transacted at meetings of the Board of Directors and at Committee meetings, which accurately reflect the discussions and decisions at said meetings.

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