Danske Bank inaugural issuance of Non-Preferred Senior Debt. - Q financial results available at danskebank.com

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1 Danske Bank inaugural issuance of Non-Preferred Senior Debt - Q financial results available at danskebank.com April 2018

2 Update on MREL Requirement & Issuance Overview of MREL Considerations MREL Resources & Requirements end-q4 2017* (% of REA) Calibration: The Group has to meet both an MREL requirement and a separate debt buffer requirement for RD 2 x the total capital requirement for the Group excluding RD 2% debt buffer for RD in addition to the RD capital requirement 39.5% 4.7% 12.2% (DKK 92bn) 33.2% Estimated NPS needs around DKK 100 bn Senior <1Y Senior >1Y The total requirement, given the balance sheet composition, currently corresponds effectively to 2x the total capital requirement for the Group Instrument: Non-preferred Senior (NPS) debt, substantially similar to the approach in other European jurisdictions Timing: MREL requirement effective from 1 July % (DKK 170bn) Own funds and Senior debt DKK 210bn DKK 40bn Requirement Own funds MREL requirement** Debt buffer + capital req. in RD Issuance strategy for Non-preferred Senior: Senior maturity profile, end-q4 2017* (DKK bn) Comfortable horizon for building MREL buffer: senior debt issued before Jan 2018 will qualify as MREL until Total DKK 130 bn Nature of existing senior maturity profile: enhances flexibility - allowing gradual refinancing of senior debt with issuance of NPS to address MREL needs MREL not expected to create incremental issuance needs Substitution of senior with non-preferred senior Going forward, annual unsecured issuance may decrease to the extent NPS issuance extends maturity profile * Includes structured notes. ** Estimate for Q based on DFSA methodology. 1

3 Proposed Danish Creditor Hierarchy Legislation Creates Possibility for Non-Preferred Senior Issuance New Danish Creditor Hierarchy According to a bill proposed on14 March 2018*, a new layer of creditors will be created in the Danish insolvency regime for banks via an amendment to the Danish Act implementing Article 108 of the European Bank Recovery & Resolution Directive (BRRD) The bill aims to implement the EU Directive 2017/2399 on the ranking of unsecured instruments in insolvency hierarchy into Danish law The bill will amend 13 in the law of reconstruction and resolution of certain financial companies ( Lov om restrukturering og afvikling af visse finansielle virksomheder ) The bill effectively creates a new class of unsubordinated debt, Non-Preferred Senior, which is positioned between ordinary senior claims ( 97 in the Danish Bankruptcy Act, Konkursloven ) and subordinated debt ( 98 in the Danish Bankruptcy Act) Timeline and documentation requirements The bill was presented to the Danish Parliament on 14 March 2018 First reading in Danish Parliament 20 March 2018 Law expected to be passed in Q2 2018, with effect from 1 July 2018 As required in Directive 2017/2399, the bill states that nonpreferred senior instruments must have: - an original maturity in excess of one year, - no derivative features, and - a clear reference to the instrument s ranking in the creditor hierarchy Importantly, the law will be effective retroactively from 1 January 2018 thereby allowing Danish banks to issue Non- Preferred Senior debt once their documentation has been amended, even if the issuance occurs prior to July 2018 Existing senior debt will remain ordinary senior claims ( simple krav ) which will rank ahead of Non-Preferred Senior debt * The legislative process required before the final passage of the bill into law will last at least 30 days from publication of the bill proposal. Changes to the bill are possible during this process; thus there can be no assurances that the passed law will be as presented to the Danish Parliament on 14 March

4 Danske Bank s Documentation Considerations Documentation of Non-Preferred Senior Debt In light of the proposed legislation, Danske Bank will include Non-Preferred Senior (NPS) debt into some of its various outstanding debt issuance programmes so as to facilitate issuance prior to the final implementation of the new law By including NPS terms into the relevant base prospectuses, we maintain valuable flexibility around prospective issuance Our approach is consistent with other European banks who have chosen to include NPS into programme documentation Should Danske Bank elect to issue NPS prior to the final implementation of the law, we anticipate a mechanism whereby the status will automatically adapt when the law enters into force: Issuance of Non-Preferred Senior debt (initially pari passu with preferred senior debt) Recap of MREL Eligibility Criteria Certain key elements of MREL, based on Article 72(b)(2)* of revised Capital Requirements Regulation (CRR) Non-preferred status: unsubordinated instruments, ranking: - senior to capital instruments, including Tier 2 debt securities - junior to preferred senior claims (including derivatives, etc.) Unsecured obligations, without any guarantees or other forms of credit enhancement Restricted acceleration rights in respect of future interest or principal (i.e. only upon insolvency or liquidation of the issuer) Not subject to set-off rights Danish legislation enters into force Automatic change in status to new non-preferred ranking Our EMTN programme has been updated * Article 72(b) is still subject to negotiations in the EU (part of the CRDV and CRR2 package). 3

5 Danske Bank Inaugural Non-Preferred Senior Debt Issue Key features of proposed [EUR] issue Issuer Danske Bank A/S Expected Issue Ratings [A-/A/Baa1] (S&P/Fitch/Moody s)* Maturity [ ] ([ ] year bullet tenor) Status Unsubordinated Ranking As of issue date: pari passu with existing senior unsecured obligations (ie. preferred senior ) After entry-into-force of new Danish legislation (currently expected July 2018): - junior to preferred senior liabilities, including conventional senior unsecured debt, derivatives - senior to subordinated obligations, including Tier 2 subordinated debt Interest Rate [ ]%, payable [annually] in arrear on [ ] in each year Set-off No right of set-off Events of Default No Events of Default Early Redemption The Notes may be redeemed at par (plus accrued and unpaid interest) in case of: MREL/TLAC Disqualification Event: disqualification in whole or in part of the instrument as eligible liabilities as a result of the implementation of, or change in, applicable regulations Tax Event: obligation for the issuer to pay additional amounts Substitution Variation Ability to substitute or vary the notes in case of a MREL/TLAC Disqualification Event, such that the Notes become or remain Qualifying Non-Preferred Senior Notes Documentation EMTN Programme Governing Law English Law (except Danish Law for: status, early redemption, enforcement events) Listing Irish Stock Exchange Denominations EUR 100k + 1k Note: The summary terms outlined above are qualified in their entirety by reference to the terms and conditions which are described in the EMTN Programme dated 20 March In case of any discrepancy, the terms and conditions of the EMTN Programme prevail. 4

6 Financial NPS investor results presentation for Q April 2018 Contacts Christoffer Møllenbach Head of Group Treasury Direct: Mobile: Bent Callisen Head of Group Funding, Group Treasury Direct: Mobile: Nicolaj Verdelin Chief Funding Manager, Group Treasury Direct: Mobile: Thomas Halkjær Jørgensen Chief Portfolio Manager, Group Treasury Direct: Mobile: Claus Ingar Jensen Head of IR Direct: Mobile: John Bäckman Chief IR Officer Direct: Mobile: Heidi Birgitte Nielsen Chief IR Officer Direct: Mobile: Robin Hjelgaard Løfgren Senior IR Officer Direct: Mobile:

7 Disclaimer Important Notice This presentation does not constitute or form part of and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire securities of Danske Bank A/S in any jurisdiction, including the United States, or an inducement to enter into investment activity. No part of this presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The securities referred to herein have not been, and will not be, registered under the Securities Act of 1933, as amended ( Securities Act ), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. This presentation contains forward-looking statements that reflect management s current views with respect to certain future events and potential financial performance. Although Danske Bank believes that the expectations reflected in such forwardlooking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results could differ materially from those set out in the forward-looking statements as a result of various factors many of which are beyond Danske Bank s control. This presentation does not imply that Danske Bank has undertaken to revise these forward-looking statements, beyond what is required by applicable law or applicable stock exchange regulations if and when circumstances arise that will lead to changes compared to the date when these statements were provided. 6