The Danske Bank Group does not have share classes and has not adopted limits on ownership and voting rights. Most of the Danske Bank shares are traded freely in the market.
The articles of association regulate shareholder rights.
The articles provide that Danske Bank has one share class only. Consequently, all shareholders have the same rights, including
- voting right per share
- right to receive dividends per share
- right to be elected to the Board of Directors.
In addition, all shareholders are entitled to
- submit proposals before the annual general meeting
- attend general meetings
- vote at general meetings
- appoint a proxy.
In some cases, exercise of these rights and entitlements is subject to compliance with form requirements stated in the articles.
The Danish Companies Act permits discrimination among shareholders, but Danske Bank has decided not to discriminate.
Capital base and shareholder influence on acquisitions
The general rule is that Danske Bank's shareholders have a
pre-emptive right to purchase shares in case of a capital increase. However, provided the decision is adopted by two-thirds' majority, the general meeting may decide to deviate from this rule.
The articles permit the board of Directors to increase Danske Bank's share capital by up to DKr 2,700,302,530, corresponding to nearly 42% of the current share capital.
Such capital increase may take place without pre-emptive right for existing shareholders if all members of the Board of Directors accept the decision. In that case, the new shares must either be offered at market price against cash payment or be used as consideration in connection with the Bank's acquisition of an existing business.
Under the same authority, the Board of Directors may raise convertible loans without pre-emptive right for existing shareholders
However, the Board of Directors may not use its authority to increase the capital if an increase is not acceptable to the existing shareholders. Existing shareholders holding 10% of the votes may convene an extraordinary general meeting to discuss actions taken by the Board of Directors.
A resolution proposing the dissolution of Danske Bank through a merger is subject to a majority of three-fourths of the votes. Consequently, the ultimate decision-making powers rest with the shareholders.
Last updated/revised on October 12, 2007