Danske Bank A/S : Nomination Committee Charter

Charter of the Nomination Committee

Danske Bank A/S

CVR no. 61 12 62 28

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1. Scope and objective

1.1. This Charter lays down the responsibilities of the Nomination Committee of Danske Bank A/S.

1.2 The Nomination Committee works as a preparatory committee for the Board of Directors with respect to, among other matters, nomination and appointment of candidates to the Board of Directors and the Executive Leadership Team, evaluation of the Board of Directors, the Executive Leadership Team and their individual members, succession planning and diversity. Any delegation to the Nomination Committee shall not amend the authority or responsibility of the Board of Directors.

2. Members

1. The Nomination Committee consists of no less than three members of whom one is the Chairman of the Board of Directors.
2. The Nomination Committee shall be chaired by an independent member as defined in EBA Guidelines on internal Governance who is appointed by the Board of Directors. At least half of the members of the Nomination Committee should qualify as independent as defined by the Danish Recommendations on Corporate Governance and the EBA Guidelines on internal Governance.
3. The members of the Nomination Committee shall have, individually and collectively, appropriate knowledge, skills and expertise in relation to the selection process and suitability requirements.

3. Secretarial tasks and other assistance

1. The Company Secretariat shall serve as secretariat to the Nomination Committee.
2. To the extent necessary, the Nomination Committee may seek assistance from employees of Danske Bank.
3. The Nomination Committee may engage external legal and other expert advisers as it deems necessary to assist with its tasks. The Nomination Committee must avoid engaging the same external advisers as the Executive Leadership Team.

4. Meetings

4.1 Frequency, attendance and agenda

4.1.1 Meetings are held as often as the Chairman of the Nomination Committee considers necessary subject to a minimum of two meetings annually. Any

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member of the Nomination Committee can request a meeting of the Nomination Committee.

1. Meetings of the Nomination Committee shall be held physically at the offices of Danske Bank or at another venue designated by the Chairman of the Nomination Committee. Meetings of the Nomination Committee may also be held virtually or as hybrid meetings when considered appropriate, or necessary, by the Chairman of the Nomination Committee.
2. Other members of the Board of Directors, the Executive Leadership Team, and relevant employees of the Danske Bank Group shall participate in meetings of the Nomination Committee at the request of the committee.
3. The Company Secretariat shall prepare the agenda under the supervision of the Chairman of the Nomination Committee.
4. Any member of the Nomination Committee shall be entitled to demand that a specific item be included on the agenda.

4.2 Quorum and resolutions

1. The Nomination Committee forms a quorum when half of its members are present.
2. Resolutions by the Nomination Committee shall be passed by simple majority. In case of equality of votes, the Chairman of the Nomination Committee shall have a casting vote.
3. Resolutions by electronic media shall be made in accordance with the Rules of Procedure of the Board of Directors and the Executive Leadership Team.

4.3 Minutes

1. The Company Secretariat shall prepare and keep minutes of the business transacted at the meetings of the Nomination Committee.
2. Copies of the minutes are sent to all members of the Board of Directors, and at the first meeting of the Board of Directors subsequent to the Nomination Committee meeting, the Chairman of the Nomination Committee shall provide the Board of Directors with a summary of the business transacted by the Nomination Committee since its last meeting.

5. Tasks of the Nomination Committee

5.1 Evaluation of the Board of Directors and the Executive Leadership Team

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1. The Nomination Committee regularly assesses the relevant competencies of the Board of Directors, including the Danish Financial Supervisory Authority's guidelines as applicable from time to time.
2. The Nomination Committee shall on an ongoing basis if required by law and at least annually present a recommendation to the Board of Directors which outlines:
3. 1. whether there are areas within which the competencies and knowledge of the Board of Directors and its members should be upgraded;
   2. whether the Board of Directors is composed in such a way that it can attend to its board responsibilities, including taking care of its overall and strategic tasks;
   3. whether the Board of Directors has the appropriate size, structure and competencies to meet the requirements of the overall business model and the activities of Danske Bank and ensure a constructive and efficient debate and decision-making process;
   4. whether any member of the Board of Directors or the Executive Leadership Team or any key function holder is in breach of section 64 of the Danish Financial Business Act due to indication of financial weakness or objective indication of credit impairment (OIC) of an exposure to the aforementioned persons or any company which he/she owns, participates in the operation of, or has a significant influence on;
   5. whether the individual board members are fit and proper, including an assessment of whether the members of the Board of Directors are individually suitable; and
   6. whether the board members collectively possess adequate knowledge, skills and experience to be able to understand Danske Bank's activities and risks, including an assessment of whether the members of the Board of Directors are collectively suitable.
4. The Nomination Committee describes the qualifications which the members of the Board of Directors must have as a collegial body, states the time which the members must expect to spend performing their duties and assesses the expertise, professional knowledge and experience represented on the Board of Directors.

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1. To ensure that the Board of Directors is individually and collectively suitable, cf. Clauses 5.1.2(f) and 5.1.2(f), the Nomination Committee shall assess and re-assess the individual and collective suitability on an ongoing basis, e.g. when a member of the Board of Directors resigns and when material changes to the composition of the Board of Directors or Danske Bank's business strategy occur.
2. The Nomination Committee shall conduct an annual evaluation of the performance and achievements of the Board of Directors as a whole and of the individual members as well as the collaboration with the Executive Leadership Team, and report to the Board of Directors on the outcome of the evaluation. Significant changes deriving from the evaluation shall be disclosed in the annual report or on the website of Danske Bank. External assistance should be obtained at least every third year.
3. The evaluation procedure, as well as the overall conclusions, shall be described in the management commentary and on the Danske Bank website. The Chairman of the Board of Directors shall present the evaluation, including the process and overall conclusions, at the annual general meeting, prior to the election of members to the Board of Directors.
4. The Nomination Committee regularly assesses the composition, professional knowledge and experience of the Executive Leadership Team as well as developments and risks and the performance of its duties and makes recommendations to the Board of Directors on the potential need for changes to the structure and composition of the Executive Leadership Team in light of
   Danske Bank's strategy.
5. The Nomination Committee shall conduct an annual evaluation of the work, performance and results of the Executive Leadership Team and of the individual members in accordance with the pre-defined criteria and legal requirements, and report to the Board of Directors on the evaluation.

5.2 New appointments, re-appointments and replacements

1. The Nomination Committee shall prepare a Suitability Policy.
2. The Nomination Committee shall ensure that each member of the Board of Directors and the Executive Leadership Team undergo an in-depth assessment prior to their appointment, which will assess (i) their professional standing and repute, (ii) their professional knowledge, skills and experience,
3. 1. their personal qualities such as honesty, integrity and independence, and
   2. whether they are able to commit sufficient time to perform their duties. The suitability assessment shall be carried out in accordance with the

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