Danske Bank A/S : Chairmans address - Annual General Meeting 2024

Annual General Meeting of Danske Bank 2024

The Board of Directors' report on the company's activities in 2023

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WELCOME

Dear shareholders,

Once again, welcome to our general meeting.

I have been looking forward to this day.

Our general meeting is dedicated to you - our shareholders. It is your meeting - and it is your opportunity to ask questions, to share your feedback and to comment on the past year as well as the future direction of Danske Bank.

It is also an occasion for all of us to elect the members of Danske Bank's Board of Directors and to discuss and vote on a number of proposals that are important for Danske Bank.

You are the shareholders of Danske Bank.

Let's not forget what that really means.

As shareholders of Danske Bank, you are the owners. Danske Bank is your bank. You own it. Collectively. And our general meeting is about coming together as owners to agree on the path forward. On what bank we want to be.

As shareholders and owners, you provide the capital that constitutes the very foundation on which we operate as a bank. The capital provided by our shareholders is the prerequisite for our lending activities and for the running of our business.

So, it goes without saying that the only sustainable relationship between Danske Bank and you, our shareholders is a relationship where you benefit from the work we do.

Therefore, I am very pleased that my report today is a report on a year that has indeed worked to your advantage.

And together with our CEO, Carsten Egeriis, I will outline the strategic steps we have taken to ensure that we will continue to run a bank that works to your advantage - as well as to the benefit of our customers and our employees. It is all part of the same equation. Satisfied employees, customers and shareholders go hand in hand.

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I have asked Carsten Egeriis to take you through the highlights of our new Forward '28 strategy. In Danish.

But before I pass the word to Carsten - and before I share my report on the financial results for 2023, I want to say a few words about where we stand today and how I see our new strategy.

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Today, Danske Bank is a focused Nordic bank with a strong market presence in Denmark, Finland, Sweden and Norway.

With our new strategy, Forward '28, we have set clear ambitions for continuing the efforts to strengthen our position as a leading bank in the Nordic region.

As part of this ambition, we decided to sell our personal customer business in Norway to focus our efforts in Norway on our business customers and large corporate and institutional customers. These are segments where we have a strong position, and where we have seen solid performance and profitability over the past years and continue to see a strong potential.

The decision to focus our business and to sell our personal customer activities in Norway is part of our ambition to become more efficient in how we allocate capital - and to become a more profitable bank with a lower cost base.

In line with this ambition, we have presented new financial targets for 2026:

• a return on equity of 13 per cent
• a cost/income ratio around 45 per cent
• and a CET1 capital ratio above 16 per cent

We have also announced that we will increase profit distribution, which I will return to shortly.

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KEY FINANCIAL RESULTS

Like the year before it, 2023 was a challenging year with geopolitical and macroeconomic uncertainty. But due to our capital strength, we were able to be a

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strong financial partner for our customers, which is a key reason for our strong financial results.

In addition to our strong financial partnership with our customers, four drivers contributed to our financial performance in 2023:

• Good commercial momentum in our business
• A normalised interest rate environment
• Better than expected macroeconomic conditions, and
• Low impairments due to the generally solid financial position of our customers

On the back of improved net interest income, net trading income and net income from insurance as well as low impairment charges, Danske Bank achieved a satisfactory financial result for 2023, with a return on equity of 12.7 per cent and a net profit of 21.3 billion kroner.

For the full year, we delivered a cost/income ratio of 48.5 per cent, with total expenses of 25.4 billion, which is in line with the latest guidance we had given for 2023.

Relative to 2022 …

• total income was up 25 per cent
• operating expenses were down 4 per cent
• loan impairments fell from 1.6 billion to 262 million kroner
• the return on shareholders' equity rose from 6.5 per cent to 12.7 per cent

OUTLOOK 2024

We expect net profit for 2024 to be in the range of 20-22 billion kroner.

Total income is expected to grow in 2024, driven by higher income from core activities and our continued efforts to drive the commercial momentum. Operating expenses are expected to reflect the continued focus on cost management on the one hand and increased investments on the other hand, in line with the ambitions of our new Forward '28 strategy.

The outlook is subject to uncertainty and depends on economic conditions.

CAPITAL/SOLVENCY/DIVIDEND

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At the end of 2023, the Group's total capital ratio was 23.1 per cent, against 22.1 per cent the year before. Our CET1 capital ratio stood at 18.8 per cent, against 17.8 per cent in 2022.

This is considered prudent and comfortably above our target of a CET1 capital ratio above 16 per cent.

On the basis of our satisfactory performance in 2023 and strong capital position, the Board of Directors is proposing a dividend for the second half of 2023 of 7.5 kroner per share. The proposed dividend will come on top of the interim dividend of 7.0 kroner per share paid for the first half of 2023, and combined, this will equal a dividend of 59 per cent of net profit.

The Board of Directors has also initiated a share buy-back programme of 5.5 billion, approved by the Danish Financial Supervisory Authority.

As a consequence of this programme, our CET1 capital ratio, which stood at 18.8 per cent at the end of 2023, will be reduced by approximately 0.7 percentage point all else being equal. Our capital ratio thus remains above the regulatory requirement and in line with our own target of a ratio above 16 per cent.

During summer 2024, we will share an update on our profit distribution plans in light of our target of having a CET1 capital ratio above 16 per cent and generating a return on equity of 13 per cent in 2026.

ABOUT THE BOARD'S WORK

For the Board, the past year was another year with a high level of activity - with 19 board meetings, including two seminars fully dedicated to strategy discussions as well as 37 committee meetings.

Between meetings, the Board has considered credit applications on an ongoing basis and has addressed a large number of urgent matters.

The Board also carried out its annual evaluation of the Board of Directors' work, facilitated by an external adviser to ensure that collectively, we have the competencies that enable the Board to perform its tasks and ensure the development of Danske Bank to the benefit of all our stakeholders. In 2023, the evaluation focused on the Forward '28 strategy process and on the key strategic enablers: technology and people. We have also agreed to work on specific actions related to technology and

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partnerships, customers and competitors, and the format and volume of Board papers.

The 2023 evaluation concludes that, overall, the Board is functioning well, and the Board of Directors has agreed on a number of concrete actions for 2024 to further enhance the Board's effectiveness.

As announced in the notice convening this meeting, the Board of Directors proposes the re-election of six of the eight current members of the Board of Directors, as Carol Sergeant and Jan Thorsgaard Nielsen will not seek re-election.

Carol has served on the Board since 2013, and Jan since 2018, and I would like to say a heartfelt thank you to both Carol and Jan for the significant contributions you have both made towards positive change for Danske Bank in recent years. Thank you for your persistence and loyalty and thank you for staying on during difficult times and for playing an important role in creating the much stronger platform we currently stand on.

The past year also saw changes to the Executive Leadership Team, with Dorthe Tolborg taking up the position as Chief Compliance Officer and Joachim Alpen joining in August 2023 following Berit Behring's decision to resign from the Executive Leadership Team after more than 16 years with Danske Bank.

I would like to sincerely thank Berit Behring for her dedication and strong leadership at Danske Bank.

Throughout the past year, the Board has worked extensively with people and organisational matters to ensure that we have the right combination of competencies, people and talent mobility. This work includes succession planning, competency development and talent development. It also includes diversity.

We have reached our goals at the Board level with a gender balance of 38/62, but we recognise that we need to do more. It is our aspiration for 2028 to achieve a representation of 40 per cent for the underrepresented gender on the Board of Directors, in the Executive Leadership Team as well as among level 2 and level 3 leaders and senior leaders.

If the general meeting elects the candidates nominated by the Board of Directors, three of the eight members elected by the general meeting will be women - and together with the three women elected by the employees, this means that there is an equal split of women and men on the Board.

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Danske Bank's Remuneration Policy was approved by the general meeting in 2023, covers employees of the Danske Bank Group and sets out specific rules and guardrails for remuneration, including incentive pay, of the Board of Directors and the Executive Leadership Team.

Group Internal Audit conducts an annual audit to check that Danske Bank has the processes and the controls required to ensure compliance with the Remuneration Policy. The findings of the audit are reported to the Remuneration Committee. In 2023, the Board of Directors approved a deviation from the Remuneration Policy as the new Head of our Large Corporates & Institutions unit, Joachim Alpen, was granted a sign-on fee in excess of one year's gross salary. This was done to attract the most qualified and experienced candidate in the Nordic region. The sign-on fee for Joachim Alpen reflects the high value and importance of the role, and it was offered after a diligent search was conducted within a limited pool of candidates.

Overall, and based on the Bank's financial performance, the Board believes that the level of remuneration of the Executive Leadership Team was reasonable in 2023. As outlined in the Remuneration Report, the main drivers of the increase in the short- term incentive payouts were a satisfactory Group and business performance, cost control and further improvements at the risk and compliance level. Equally, in 2023 we saw a payout under the long-term incentive programme, which is welcomed by the Board as it is based on the total shareholder return relative to our Nordic competitors.

The Board has also reviewed individual remuneration levels and the structure for 2024 to further align this with the long-term interests of shareholders and to incentivise execution of the Forward '28 strategy, in addition to aligning renumeration with best practice among comparable peers.

As part of the annual review of remuneration for the Executive Leadership Team, the Board approved adjustments for two members with increased responsibility.

Furthermore, the outcome of the remuneration structure review has led to a number of changes to the remuneration model for the Executive Leadership Team, and for this reason, we have proposed certain changes to the Remuneration Policy for 2024 under item 5 of the agenda.

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The changes include a shareholding requirement where shares can only be sold provided that a shareholding equal to 100 per cent of their annual base salary has been achieved. Further, the Board proposes to place more weight on the long-term,share-based incentive programme for the Executive Leadership Team and less weight on the short-term incentive programme.

We also propose to change the pension policy for the Executive Leadership Team members and make pension a free choice at their own expense. Overall, the proposed changes will increase the total target remuneration by 3.45 per cent for each member of the Executive Leadership Team. The increase of total remuneration is primarily driven by converting the company paid pension contribution to base salary and thereby increase the calculation basis for variable pay. The Board finds that this aligns well with the intentions of the Remuneration Policy.

In relation to bonus payments for 2023, the Board has conducted its usual assessment of the performance of the individual Executive Leadership Team members and has determined bonuses for 2023 on that basis. This applies to current and resigned members in accordance with the terms and conditions of their service agreements.

The review of the remuneration structure also included a review of the remuneration structure for members of the Board of Directors elected by the shareholders. Going forward, shareholder-elected members will be obliged to acquire a shareholding equal to their base fee to further align the interests of the Board of Directors with your interests as shareholders.

For the Board of Directors, the total compensation came to 15.2 million kroner in 2023, or 0.3 million less than in 2022. For 2024, the Board is proposing to increase the base fee for the ordinary members of the Board to 790,000 kroner while maintaining the base fees for the Chairman and Vice Chairman at the current levels. It is furthermore proposed to raise the Board committee fees correspondingly. If the proposal is adopted, the total compensation of the Board will amount to 16.8 million for 2024 subject to resolution on the composition of the Board committees.

The proposed adjustments to compensation for the Board should be viewed in conjunction with the proposed shareholding requirement. This obligation will significantly reduce the Board members' cash flow in the short term in exchange for an upside in the long term. The proposed increase will partly off-set the negative cash flow impact. The Board fees were last adjusted by the general meeting in 2020, and

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we believe the proposal supports our ambition to retain and attract suitable Board candidates and is proportionate with the required time commitment and responsibility.

In 2023, we continued to strengthen and mature the Code of Conduct framework and a sound business culture across the Group. Those efforts are reflected in the initiatives taken throughout 2023, which include, among other things, a review of the Code of Conduct as well as closing major remediation programmes. In addition to continuing a Tone from the Top campaign and improving our 'speak up' culture, we have seen positive developments in several areas. This includes our compliance and risk culture, improvements to the frameworks that uphold strong employee ethics, strong risk management and governance, increased trust among our customers as well advancement on our diversity and inclusion agenda.

It remains an equal responsibility and ambition for both the Board of Directors and the Executive Leadership Team to promote a culture under which issues are raised, discussed and addressed.

Thank you.

Passes the word to CEO Carsten Egeriis

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FROM BETTER BANK TO FORWARD '28

Thank you, Martin.

As Martin touched upon, 2023 was a good year for Danske Bank.

It was a good year for our customers, who based on a generally good level of robustness managed well through a year of great uncertainty - and who continue to be resilient.

It was also a good year for us in the bank.

2023 was a year in which we could really start to reap the benefits of the resolute efforts we have made in recent years to steer Danske Bank back in the desired direction, and it is now clear that my colleagues across the bank are again beginning to take pride in working for and being part of Danske Bank. Such pride has at times been hard to maintain over the past years.

It has also been a good year for you, our shareholders, who have seen the value of your investments increase 31 per cent in 2023, or by 36% if including dividends.

I would like to say a few words about our strategy, which is basically a plan designed to ensure that we can continue to deliver results for you, for our customers, for our employees and for the societies that we are part of.

But before I talk about our new strategy, I would like to look back for a moment.

At the time of the launch of the Better Bank strategy in 2019, we obviously had no idea about the series of major economic shockwaves that were about to hit us: a global pandemic, the lockdown of large parts of society, the breakdown of global supply lines, sudden increases in inflation, the war in Ukraine and an extensive energy crisis. On top of this, several of our legacy cases turned out to be more complex to get to the bottom of than we expected.

The fact that we succeeded in achieving the targets we set four years ago against this backdrop is testament to Danske Bank's strengths: our resilience, our commercial drive and the dedicated efforts of our employees.

The position we have today is the result of some important decisions made with a view to strengthening our commercial focus and reducing the risks associated with our activities, and this strengthened foundation serves as the platform for our new strategy: Forward '28.

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As Martin said, Danske Bank is today a focused Nordic bank with a strong footprint in our four Nordic core markets: Sweden, Norway, Finland and Denmark. And it is our ambition to be a leading Nordic bank in a digital age.

This ambition rests on several clearly defined targets:

• To be the leading bank in the Nordic region for business customers and large corporate and institutional customers
• To cement our position as the leading bank in Denmark for personal customers and for the private banking segment
• To further build on our position as a strong bank for personal customers in Finland and as a challenger bank in Sweden in the mass-affluent and private banking segments

Our work to fulfil these ambitions will translate into a number of initiatives and priorities that include significantly increasing investments in digital platforms, expert advisory services and sustainability, as well as focusing on the areas in which we believe we can make the biggest difference for our customers.

In this connection, we have identified four key strategic areas that will be of particular importance. These are

• digitalisation
• advisory services
• sustainability
• And creating a bank that is simpler, more secure and more efficient

With regard to digitisation, we will in future strengthen our digital platforms further and create a more coherent user experience across our mobile banking app for personal customers and our digital banking platform for business customers - with the aim of offering customers even better self-service solutions. We will also increase our collaboration with and further integrate our partners on our digital platforms, thereby providing a better customer experience for both personal and business customers.

By increasing the automation and digitalisation of the entire value chain, we will, all at once, make it easier, faster and more convenient for our customers to manage their day-to-day finances. This will also free up time for our advisers, who can spend that time on advisory situations of a more complex and demanding nature where we do not

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