Obbligazione Danica Bank 5.914% ( USK22272CP99 ) in USD

Emittente Danica Bank
Prezzo di mercato 100 USD  ▼ 
Paese  Danimarca
Codice isin  USK22272CP99 ( in USD )
Tasso d'interesse 5.914% per anno ( pagato 2 volte l'anno)
Scadenza perpetue - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Danske Bank USK22272CP99 in USD 5.914%, scaduta


Importo minimo 100 000 USD
Importo totale 750 000 000 USD
Cusip K22272CP9
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata Danske Bank è una banca danese con sede a Copenhagen, attiva in diversi paesi del Nord Europa e con una presenza internazionale significativa.

The Obbligazione issued by Danica Bank ( Denmark ) , in USD, with the ISIN code USK22272CP99, pays a coupon of 5.914% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is perpetue







OFFERING MEMORANDUM
Danske Bank A/S
$750,000,000
Perpetual Capital Securities
The Perpetual Capital Securities (Kapitalbeviser) (the ``Capital Securities'') offered hereby are being issued by Danske Bank A/S (the
``Bank'').
Interest on the Capital Securities will accrue from June 15, 2004 at the rate of 5.914% per annum, payable semi-annually in arrears
on June 16 and December 16 of each year, commencing December 16, 2004. Commencing June 16, 2014 (the ``Initial Call Date''),
interest will accrue at a rate per annum equal to the sum of the London Interbank offered rate for three-month dollar deposits and
1.66%, payable quarterly in arrears on March 16, June 16, September 16 and December 16 of each year (each, an ``Interest Payment
Date'').
The Capital Securities will constitute Hybrid Tier I Capital of the Bank in accordance with the Danish Financial Business Act
(Consolidated Act No. 1268 of December 19, 2003). The Capital Securities will constitute unsecured, subordinated debt obligations of
the Bank and shall at all times rank pari passu without preference among themselves and with other Hybrid Tier I Capital instruments
and other capital instruments expressed to be ranking pari passu with Hybrid Tier I Capital. The Capital Securities will at all times rank in
priority to holders of any classes of share capital of the Bank, both as regards the right to receive periodic payments and the right to
receive repayment of capital on a bankruptcy or liquidation of the Bank. See ``Description of the Capital Securities -- Subordination''.
The Bank will have the right to defer the payment of interest on the Capital Securities in the event that the Bank does not satisfy
the solvency requirements of the Danish Financial Business Act. Any interest not paid pursuant to this provision will itself accrue
interest. See ``Description of the Capital Securities -- Interest -- Optional Deferral of Interest''. In addition, upon occurrence of certain
circumstances, the shareholders of the Bank, by a resolution passed at a general meeting duly convened in accordance with Danish law
and the Bank's Articles of Association, may resolve to reduce and cancel, pro rata, part or all of the outstanding principal amount of
each of the Capital Securities and any Arrears of Interest thereon together with all corresponding Additional Interest Amounts on a pro
rata basis with all the Bank's other outstanding Hybrid Tier I Capital instruments and other capital instruments expressed to be ranking
pari passu with Hybrid Tier I Capital. See ``Description of the Capital Securities -- Reduction of Amounts of Principal and Unpaid
Interest''. Accrual of interest on the Capital Securities will cease with effect from the date of approval of the relevant annual audited
accounts if the Bank has no Available Free Reserves. See ``Description of the Capital Securities -- Interest -- Mandatory Deferral of
Interest and Interest Cancellation''.
The Capital Securities have no stated maturity. The principal amount of the Capital Securities will only be payable in the event of a
bankruptcy or liquidation of the Bank or upon a redemption of the Capital Securities by the Bank.
The Capital Securities may be redeemed by the Bank at its option on the Initial Call Date or on any Interest Payment Date thereafter
(each such date, a ``Call Date'') at their principal amount together with accrued interest, provided that, in either such case, the Danish
Financial Supervisory Authority (Finanstilsynet) (``DFSA'') has given its prior approval to such redemption. See ``Description of the
Capital Securities -- Redemption and Repurchase -- Optional Redemption''. The Bank will have the right, subject to the prior approval
of the DFSA, upon the occurrence of a Tax Event or Capital Event, to redeem the Capital Securities. See ``Description of the Capital
Securities -- Redemption and Repurchase -- Tax Event and Capital Event Redemption''.
On the date of issuance, it is anticipated that the Capital Securities will be rated Aa3 by Moody's Investors Service (``Moody's'') and
A by Standard & Poor's, a Division of The McGraw-Hill Companies, Inc. (``S&P'').
The issue price of the Capital Securities will be 100% of the principal amount (the ``Issue Price'').
See ``Investment Considerations'' on page 9 of this Offering Memorandum for certain matters
that should be considered by prospective investors.
The Capital Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ``Securities
Act''), or any state securities law, and may not be offered or sold within the United States or to, or for the account or benefit of, any
U.S. Person (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. The Capital Securities will be offered and sold in the United States to ``qualified
institutional buyers'' (as defined in Rule 144A under the Securities Act) in transactions exempt from the registration requirements of the
Securities Act and in offshore transactions outside the United States in reliance on Regulation S under the Securities Act. See ``Purchase
and Transfer Restrictions''.
The Capital Securities will be evidenced by one or more global notes in fully registered form (the ``Global Securities''). The Global
Securities will be deposited upon issuance with the Fiscal Agent (as defined below) as custodian for The Depository Trust Company
(``DTC''), and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in
DTC. Beneficial interests in the Global Securities will be shown on, and transfers thereof will be effected only through, records
maintained by DTC and its direct and indirect participants, including Euroclear Bank N.V./S.A. (``Euroclear'') and/or Clearstream Banking,
soci ´et ´e anonyme, Luxembourg (``Clearstream'').
Application has been made to list the Capital Securities on the Luxembourg Stock Exchange.
The Initial Purchasers expect to deliver book-entry interests in the Capital Securities on or about June 15, 2004 through the facilities
of DTC and its participants, including Euroclear and Clearstream, against payment in immediately available funds.
Joint Lead Managers
JPMorgan
UBS Investment Bank
Danske Bank
Bear, Stearns & Co. Inc.
Citigroup
Credit Suisse First Boston
Goldman, Sachs & Co.
Morgan Stanley
The date of this Offering Memorandum is June 7, 2004.


TABLE OF CONTENTS
SummaryÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
1
Investment Considerations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
9
Danske BankÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
11
Use of Proceeds ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
12
Capitalization ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
12
Selected Consolidated Financial Data ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
14
Management's Discussion and Analysis of Financial Condition and Results of Operations ÏÏÏÏÏÏÏÏÏ
17
Risk Management ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
37
Business of the Group ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
50
The Danish Banking System ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
59
Management and Share Ownership ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
63
Description of the Capital Securities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
67
Certain Tax ConsiderationsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
82
Summary of Certain SigniÑcant DiÅerences between Danish Accounting Principles and
U.S. GAAP ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
86
Plan of Distribution ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
91
Purchase and Transfer Restrictions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
93
Legal Matters ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
95
AuditorsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
95
Listing and General Information ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
96
Index to Financial Statements ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
F-1
This OÅering Memorandum (this ""Memorandum'') has been prepared by the Bank solely for use in
connection with the proposed private placement of the Capital Securities described herein in compliance with
exemptions under the Securities Act and solely for the beneÑt of prospective investors interested in the Capital
Securities and qualiÑed to purchase such Capital Securities in transactions exempt from registration under the
Securities Act. The Bank and the initial purchasers identiÑed under ""Plan of Distribution'' below (the ""Initial
Purchasers'') reserve the right to reject any oÅer to purchase Capital Securities, in whole or in part, for any
reason and to allot to any prospective investor less than the full amount of Capital Securities sought by such
investor. The Initial Purchasers and certain related entities may acquire for their own account a portion of the
Capital Securities oÅered hereby.
In making an investment decision regarding the Capital Securities oÅered hereby, prospective investors
must rely on their own examination of the Bank and the terms of the oÅering, including the merits and risks
involved. The Initial Purchasers have not independently veriÑed any of the information contained in this
Memorandum (Ñnancial, legal or otherwise) and assume no responsibility for the accuracy or completeness of
any such information.


Each person receiving this Memorandum acknowledges that (i) this Memorandum does not contain all
the information that would be included in a prospectus if this oÅering were registered under the Securities
Act, including certain information required to be set forth in bank holding company registration statements
by the Securities Act Industry Guide 3, ""Statistical Disclosure by Bank Holding Companies'', (ii) the
Ñnancial statements included herein have been prepared in accordance with generally accepted accounting
principles in Denmark (""Danish Accounting Principles''), which diÅer in certain signiÑcant respects from
United States generally accepted accounting principles (""U.S. GAAP''), and are subject to Danish auditing
and auditor independence standards, and thus may not be comparable to Ñnancial statements of a United
States bank (see ""Summary of Certain SigniÑcant DiÅerences between Danish Accounting Principles and
U.S. GAAP''), and (iii) no person has been authorized to give any information or to make any
representation not contained in this Memorandum and, if given or made, such information or representation
must not be relied upon as having been authorized by the Bank or the Initial Purchasers.
The information contained in this Memorandum has been furnished by the Bank and other sources
believed by the Bank to be reliable. This Memorandum contains summaries, believed to be accurate, of
certain terms of certain documents but reference is made to the actual documents, copies of which will be
made available upon request, for the complete information contained therein. All such summaries are
qualiÑed in their entirety by this reference.
Having made all reasonable inquiries, the Bank conÑrms that (i) this Memorandum contains all
information with regard to the Bank, its subsidiaries and the Capital Securities, which is material in the
context of the issue and oÅering of the Capital Securities; (ii) the information contained in this Memorandum
is true and correct in all material respects and is not misleading; (iii) the opinions, expectations and intentions
with regard to the Bank expressed herein are true and honestly held, have been reached after considering all
relevant circumstances, and are based on reasonable assumptions; and (iv) there is no other fact or matter
with regard to the Bank, its subsidiaries or the Capital Securities omitted from this Memorandum, the
omission of which would, in the context of the issue and oÅering of the Capital Securities, make any statement
herein misleading in any material respect. The Bank accepts responsibility for the information contained in
this Memorandum.
The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this Memorandum. Nothing in this Memorandum is, or shall be
relied upon as, a promise or representation by the Initial Purchasers as to the past or the future.
No person has been authorized to give any information or make any representation concerning the Bank
or the Capital Securities not contained in this Memorandum and, if given or made, such information or
representation must not be relied upon as having been authorized by the Bank or the Initial Purchasers. The
information contained herein is as of the date hereof and subject to change, completion or amendment without
notice. Neither the delivery of this Memorandum at any time nor any subsequent commitment to issue any
Capital Securities shall, under any circumstances, create any implication that there has been no change in the
information set forth herein or in the aÅairs of the Bank since the date hereof.
Prospective investors are not to construe the contents of this Memorandum as investment, legal or tax
advice. Each investor should consult its own counsel, accountant and other advisors as to legal, tax, business,
Ñnancial and related aspects of a purchase of the Capital Securities. Neither the Bank nor the Initial
Purchasers are making any representation to any oÅeree or purchaser of the Capital Securities regarding the
legality of an investment therein by such oÅeree or purchaser under appropriate legal investment or similar
laws.
The distribution of this Memorandum and the oÅer and sale of the Capital Securities may be restricted
by law in certain jurisdictions. Persons possessing this Memorandum or any of the Capital Securities must
inform themselves about, and observe, any such restrictions and comply with all applicable laws and
regulations in force in any jurisdiction in which it purchases, oÅers or sells Capital Securities or possesses or
distributes this Memorandum and must obtain any consent, approval or permission required of it for the
purchase, oÅer or sale by it of the Capital Securities under the laws and regulations in force in any jurisdiction
to which it is subject or in which it makes such purchases, oÅers or sales, and neither the Bank nor the Initial
Purchasers shall have any responsibility therefor. See ""Purchase and Transfer Restrictions''.
ii


This Memorandum does not constitute an oÅer to sell, or a solicitation of an oÅer to buy, any of the
Capital Securities oÅered hereby in any jurisdiction in which it is unlawful to make such an oÅer or
solicitation.
The federal securities laws prohibit trading in securities of the Bank while in possession of material non-
public information with respect thereto.
The Capital Securities are subject to restrictions on resale and transfer as described under ""Purchase and
Transfer Restrictions''. By purchasing any Capital Securities, investors will be deemed to have made certain
acknowledgements, representations and agreements as described in that section of this Memorandum.
Investors may be required to bear the Ñnancial risks of investing in the Capital Securities for an indeÑnite
period of time.
THE CAPITAL SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED WITH,
RECOMMENDED OR APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE
""SEC'') OR ANY OTHER FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY, NOR HAS THE SEC OR ANY SUCH COMMISSION OR REGULATORY AUTHOR-
ITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSAC-
TIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE CAPITAL
SECURITIES. SPECIFICALLY, THE INITIAL PURCHASERS MAY OVER-ALLOT IN CONNEC-
TION WITH THE OFFERING, MAY BID FOR AND PURCHASE CAPITAL SECURITIES IN THE
OPEN MARKET AND MAY IMPOSE PENALTY BIDS. SUCH STABILIZING, IF COMMENCED,
MAY BE DISCONTINUED AT ANY TIME. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
""PLAN OF DISTRIBUTION''.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMP-
SHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND
NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS
OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSAC-
TION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE
PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.
ENFORCEMENT OF LIABILITIES
The Bank is incorporated and has its principal operations in the Kingdom of Denmark. Although the
Bank has a branch in the City of New York and two subsidiaries in Delaware, most of its assets are located
outside the United States. In addition, the majority of the directors and oÇcers of the Bank are non-residents
of the United States and most of their assets are located outside the United States. As a result, it may be
diÇcult for investors to eÅect service of process within the United States upon the Bank or such persons with
respect to matters arising under the Securities Act, or to enforce against them judgments of courts of the
United States whether or not predicated upon the civil liability provisions of the federal securities or other laws
of the United States or any state thereof. Under Danish law, a judgment entered by a New York court in an
action brought in respect of the Capital Securities, the Fiscal Agency Agreement or related documents is as
such not recognized or enforceable in Denmark; instead, a Danish judgment is required for enforcement in
Denmark. In rendering a judgment, the Danish courts will give full consideration to the New York court
judgment but are free to examine de novo issues arising in the case.
iii


DOCUMENTS INCORPORATED BY REFERENCE HEREIN
The following documents are hereby incorporated by reference in this Memorandum:
1. The Bank Group's annual report for the year 2003; and
2. The Bank Group's annual report for the year 2002.
The information incorporated herein by reference is deemed to be an integral part of this Memorandum,
except to the extent that it is superseded or modiÑed by any information contained in this Memorandum. Any
forward-looking information included in the documents incorporated herein by reference may have been
superseded by the impact of subsequent events or the passage of time after the publication of such documents
and should not be relied upon in any respect.
Copies of this Memorandum (or any document incorporated by reference in this Memorandum),
including any supplements thereto, are available, free of charge, at Danske Bank A/S, Investor Relations,
2-12 Holmens Kanal, DK-1092 Copenhagen, Denmark, or at Dexia Banque Internationale fia Luxembourg,
Transaction Execution Group, 69, route d'Esch, L-1470 Luxembourg, Luxembourg, or can be ordered from
the Bank by telephone (number °45 33 44 12 69), facsimile (number °45 33 44 17 08) or email
([email protected]) or from Dexia Banque Internationale fia Luxembourg by telephone (number °352
45901) or facsimile (number °352 45904227). The documents incorporated by reference in this Memoran-
dum can also be accessed via the Internet at http://www.danskebank.com/reports.
FINANCIAL STATEMENTS AND CERTAIN OTHER REFERENCES
Unless the context otherwise requires, as used herein for deÑnitional purposes only, the term ""Bank''
refers to Danske Bank A/S on a non-consolidated basis, the term ""Bank Group'' refers to the Bank and its
consolidated subsidiaries within banking, mortgage Ñnance, leasing and other specialized Ñnance, and the
terms ""Group'' or ""Danske Bank Group'' refers to the Bank Group and all of the Bank's subsidiaries within
life and non-life insurance, including the Danica Group (as deÑned below).
Pursuant to the Danish Insurance Business Act and the executive order on the consolidated accounts of
insurance companies and pension funds, the Bank's insurance subsidiaries are not fully consolidated in the
Bank Group's Ñnancial statements. The Bank's holdings and the liabilities in the life and non-life insurance
subsidiaries are recognized in the Bank Group's balance sheet at their fair value. The proÑts and/or losses
generated by the insurance subsidiaries are included in the Bank Group's proÑt and loss account under the
item ""Income from associated and subsidiary undertakings''.
The Group's life insurance operations are conducted through Danica Pension, Livsforsikringsselskab and
its subsidiaries (together, ""Danica Pension''). Danica Pension is wholly-owned by Forsikringsselskabet
Danica, Skadeforsikringsaktieselskab af 1999, which, in addition to owning Danica Pension, conducts certain
non-life insurance operations (""Danica'' and, together with Danica Pension, the ""Danica Group''). Danica is
a wholly-owned subsidiary of the Bank.
This Memorandum contains the Bank Group's consolidated Ñnancial statements as of and for the year
ended December 31, 2003, together with comparative Ñgures as of and for the year ended December 31, 2002,
and the Bank Group's consolidated Ñnancial statements as of and for the year ended December 31, 2002,
together with comparative Ñgures as of and for the year ended December 31, 2001. The Bank Group's
consolidated Ñnancial statements as of and for the year ended 2003, together with comparative Ñgures as of
and for the year ended December 31, 2002, have been included in the Bank Group's audited annual report for
the year 2003, which is incorporated herein by reference, and the Bank Group's consolidated Ñnancial
statements as of and for the year ended December 31, 2002, together with comparative Ñgures as of and for
the year ended December 31, 2001, have been included in the Bank Group's audited annual report for the year
2002, which is also incorporated herein by reference. The audit reports for the year ended December 31, 2003
and the audit reports for the year ended December 31, 2002, as included herein, have been issued in respect of
the Bank Group's entire audited annual report for the year 2003 and the Bank Group's entire audited annual
report for the year 2002, respectively, in accordance with Danish laws and Danish Accounting Principles. The
Bank Group's consolidated Ñnancial statements included herein have been prepared in accordance with
Danish Accounting Principles, which diÅer in certain signiÑcant respects from U.S. GAAP. See ""Summary of
Certain SigniÑcant DiÅerences Between Danish Accounting Principles and U.S. GAAP''. The Bank Group's
consolidated Ñnancial statements have been prepared also in accordance with the Danish Banking Act, the
iv


Executive Order on Bank Accounts and the Copenhagen Stock Exchange A/S guidelines for issuers of listed
securities. In addition, this Memorandum includes a summary of the Danica Group's consolidated Ñnancial
statements as of and for the year ended December 31, 2003 together with comparative Ñgures as of and for the
year ended December 31, 2002, as included in the Danica's Group's audited annual report for the year 2003,
supplemented with comparative Ñgures as of and for the year ended December 31, 2001, as included in the
Danica Group's audited annual report for the year 2002. Such consolidated Ñnancial statements have been
prepared in accordance with Danish Accounting Principles.
The Ñnancial information set forth in a number of tables in this Memorandum has been rounded to the
nearest whole number. Accordingly, in certain instances, the sum of the numbers in a column may not
conform exactly to the total Ñgure given for that column.
The term ""Nordic'' or ""Nordic countries'' as used throughout this document refers to Denmark, Finland,
Norway and Sweden. References to ""Denmark'' are to the Kingdom of Denmark.
AVAILABLE INFORMATION
The Bank is exempt from the information-reporting requirements of the Securities Exchange Act of
1934, as amended (the ""Exchange Act''), although the Bank furnishes certain information to the SEC
pursuant to Rule 12g3-2(b) under the Exchange Act. If, at any time, the Bank is not subject to Section 13
or 15(d) of the Exchange Act or is exempt from reporting pursuant to Rule 12g3-2(b), the Bank will furnish,
upon request, to any person in whose name a Capital Security is registered, any owner of any beneÑcial
interest in any Capital Securities or any prospective purchaser designated by such a holder, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
FORWARD-LOOKING STATEMENTS
Certain statements in this Memorandum under the captions ""Use of Proceeds'', ""Management's
Discussion and Analysis of Financial Condition and Results of Operations'' and ""Business of the Group'' and
elsewhere constitute ""forward-looking statements'' within the meaning of the Securities Act. In particular, all
statements (other than statements of historical fact) regarding the Bank's Ñnancial condition, strategy, plans
or objectives of management for future operations, or any statements preceded or followed by or that include
the words ""targets'', ""believes'', ""expects'', ""aims'', ""intends'', ""plans'', ""seeks'', ""will'', ""may'', ""anticipates'',
""would'', ""could'', ""continue'', or similar expressions or the negative thereof, are forward-looking statements.
Such forward-looking statements involve known and unknown risks, uncertainties and other important
factors that could cause the actual results, performance or achievements of the Group, or industry results, to
diÅer materially from any future results, performance or achievements expressed or implied by such forward-
looking statements. Such risks, uncertainties and other important factors include, among others: general
economic and business conditions; industry trends; competition; currency Öuctuations; the loss of any
signiÑcant customers; changes in business strategy or development plans; availability, terms and deployment of
capital; availability of qualiÑed personnel; changes in, or the failure or inability to comply with, government
regulation; and other factors referenced in this Memorandum.
CURRENCY REFERENCES AND EXCHANGE RATES
In this Memorandum, unless the context otherwise requires, all references to ""Danish Kroner'',
""Kroner'', ""DKK'' or ""DKr'' are to Danish currency, all references to ""U.S. dollars'', ""USD'', ""U.S.$'' or ""$''
are to United States currency, all references to ""Swedish Kronor'' or ""SEK'' are to Swedish currency, all
references to ""British pounds'', ""Sterling'', ""GBP'' or ""'' are to United Kingdom currency, all references to
""Norwegian Kroner'' or ""NOK'' are to Norwegian currency, and all references to ""euro'', ""EUR'' or ""4'' are
to the currency of the member states of the European Union (the ""EU'') participating in the EU's Economic
and Monetary Union (""EMU'').
The Bank publishes its consolidated Ñnancial statements in Danish Kroner. Solely for convenience, this
Memorandum contains translations of certain Danish Kroner amounts, euro amounts, Swedish Kronor
amounts and Norwegian Kroner amounts into U.S. dollar amounts. Unless otherwise indicated, the
translations of Danish Kroner into U.S. dollars have been made at the rate of U.S.$1.00 · DKK 5.9576, the
dollar exchange rate for Kroner Ñxed by Danmarks Nationalbank, the Central Bank of Denmark (the ""Danish
Central Bank''), on December 31, 2003. Unless otherwise indicated, the translations of euro into U.S. dollars
v


have been made at the rate of U.S.$1.00 · 4 0.7938, the prevailing exchange rate for the euro on
December 31, 2003. Unless otherwise indicated, the translations of Swedish Kronor into U.S. dollars have
been made at the rate of U.S.$1.00 · SEK 7.1950, the prevailing exchange rate for the Swedish Kronor on
December 31, 2003. Unless otherwise indicated, translations of Norwegian Kroner into U.S. dollars have been
made at the rate of U.S.$1.00 · NOK 6.6660, the prevailing exchange rate for Norwegian Kroner on
December 31, 2003. Translations should not be construed as representations that the Danish Kroner, euro,
Swedish Kronor or Norwegian Kroner amounts actually represent such U.S. dollar amounts or could be
converted into U.S. dollars at the rates indicated or at any other rates. Such exchange rates may diÅer from
the actual rates used in the preparation of the Ñnancial statements for the Bank Group, and U.S. dollar
amounts used in this Memorandum may diÅer from the U.S. dollar amounts which were translated into
Danish Kroner in the preparation of such Ñnancial statements in accordance with Danish Accounting
Principles.
The following table sets forth, for the years and dates indicated, the dollar exchange rate for Danish
Kroner based on the noon buying rate in the City of New York for cable transfers payable in Danish Kroner as
certiÑed for customs purposes by the Federal Reserve Bank of New York (the ""Noon Buying Rate'').
At Period
End
Average(1)
High
Low
(In Danish Kroner per U.S. Dollar)
2004(through June 7, 2004) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
6.0364
6.0621
6.3115
5.7960
2003 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
5.9150
6.5264
7.1684
5.9150
2002 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
7.0850
7.8551
8.6470
7.0850
2001 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
8.3529
8.3711
8.8900
7.8260
2000 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
7.9442
8.1107
9.0050
7.2080
1999 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
7.3950
7.0325
7.4310
6.3070
(1) The average of the Noon Buying Rates on the last business day of each full month or portion of a month
during the relevant period.
vi


SUMMARY
The following summary is qualiÑed in its entirety by, and is subject to, the more detailed information
contained or referred to elsewhere in this Memorandum, the Fiscal Agency Agreement (as deÑned below) and
the form of the Capital Securities attached thereto, which includes the terms and conditions of the Capital
Securities.
Danske Bank A/S
The Danske Bank Group, which consists of a parent company, Danske Bank A/S, and a number of
subsidiaries, oÅers its customers a wide range of banking, insurance, mortgage Ñnance, asset management,
capital markets, investment banking and leasing services. Danske Bank is the largest bank in Denmark in
terms of equity, deposits and assets. Management estimates that, as of December 31, 2003, the Bank Group
had a market share in Denmark of 28% of all bank loans and 35% of all bank deposits. As of December 31,
2003, the Bank Group had total assets of DKK 1,826 billion (U.S.$307 billion). As of June 7, 2004, the
market capitalization of Danske Bank A/S was DKK 95.4 billion (U.S.$16.0 billion). The Bank Group ranks
among the largest Ñnancial institutions in the Nordic countries.
The Group's Banking Activities business area encompasses the Group's banking business, which is
organized in divisions located in each of the countries where the Bank operates. Banking Activities, Denmark,
encompasses the Group's Danish banking business with retail and business customers. Banking Activities,
Denmark carries on business under a number of brand names, including Danske Bank and BG Bank, and is
divided into two business divisions, the Danske Bank division and the BG Bank division. Banking Activities,
International, encompasses banking activities carried out by divisions outside Denmark. Each division is
responsible for the Group's banking activities in its home country. Banking Activities, International, conducts
business under a number of brand names through a number of local subsidiary banks, including Fokus Bank in
Norway, and branch oÇces, including µ
Ostg ota Enskilda Bank and Provinsbankerne in Sweden.
The Mortgage Finance business area has general product responsibility for the Group's mortgage Ñnance
activities and real estate agency. The Mortgage Finance business area oÅers mortgage Ñnance and real estate
agency services in Denmark. Realkredit Danmark issues the Group's mortgage loans. The mortgage loans are
distributed through the Danske Bank and BG Bank divisions, a number of Realkredit Danmark's district
oÇces, real estate agents and other distribution channels. Mortgage Finance oÅers its Ñnancing solutions
through the Realkredit Danmark brand. Real estate agency business is operated through the ""home'' brand.
The Group's money market, foreign exchange, equity, Ñxed income trading and derivatives services are
operated through the Danske Markets business area, which serves corporate clients in connection with their
issue of equity and debt. This business area is also responsible for the Group's short-term liquidity
management. It serves the largest corporate and institutional customers as well as the Group's retail banking
units.
The Group's Danske Capital business division manages the funds of retail and institutional clients and the
funds of Danica Pension.
The Group's insurance activities are concentrated in the Danica Group, which carries out extensive life
insurance and pension operations under its own brand name.
The Danske Bank Group had a staÅ of 14,250 in Denmark and 2,650 outside of Denmark as of
December 31, 2003.
1


The OÅering
Issuer
Danske Bank A/S
Issue
$750,000,000 aggregate principal amount of Perpetual Capital
Securities.
Interest
Interest on the Capital Securities will accrue from June 15, 2004 at
the rate of 5.914% per annum, payable semi-annually in arrears on
June 16 and December 16 of each year, commencing Decem-
ber 16, 2004. Commencing June 16, 2014 (the ""Initial Call
Date''), interest will accrue at a rate per annum equal to the sum of
the London Interbank oÅered rate for three-month dollar deposits
and 1.66%, payable quarterly in arrears on March 16, June 16,
September 16 and December 16 of each year.
Optional Deferral of Interest
The Bank will have the right to defer the payment of interest on the
Capital Securities in the event that the Bank does not satisfy the
solvency requirements of the Danish Financial Business Act. See
""The Danish Banking System Ì Regulation'' and ""Description of
the Capital Securities Ì Interest Ì Optional Deferral of Interest''.
Reduction of Amounts of Principal
and Unpaid Interest
The shareholders of the Bank, by a resolution passed at a general
meeting duly convened in accordance with Danish law and the
Bank's Articles of Association, may resolve to reduce and cancel,
pro rata, part or all of the outstanding principal amount of each of
the Capital Securities and any Arrears of Interest thereon together
with all corresponding Additional Interest Amounts (each, as
deÑned under ""Description of the Capital Securities Ì Interest Ì
Optional Deferral of Interest'') on a pro rata basis with all the
Bank's other outstanding Hybrid Tier I Capital instruments and
other capital instruments expressed to be ranking pari passu with
Hybrid Tier I Capital, upon the occurrence of all of the following
circumstances:
(i) the share capital and reserves of the Bank have been reduced
to zero;
(ii) the shareholders of the Bank by extraordinary resolution
passed at a duly convened general meeting have resolved that
the value of each of the outstanding shares representing the
share capital of the Bank be reduced to zero; and
(iii) following the resolution referred to in (ii) above, either
(a) suÇcient share and/or other capital of the Bank is
subscribed or contributed so as to enable the Bank, following
any such reduction of the outstanding principal amount of the
Capital Securities and any Arrears of Interest thereon, to
comply with the solvency requirements of the Danish Finan-
cial Business Act; or (b) the Bank ceases to carry on its
business without a loss for the non-subordinated creditors.
The amount of any such reduction shall be subject to the prior
approval of the Bank's elected external auditors and the DFSA and
shall Ñrst be eÅected in respect of any Arrears of Interest thereon
2


(together with all corresponding Additional Interest Amounts) and
only when there are no such outstanding Arrears of Interest will
the principal amount of the Capital Securities be reduced. The
reduction and cancellation will take eÅect on the date speciÑed in
the relevant resolution approving any such reduction and cancella-
tion of the outstanding principal amount of the Capital Securities
and any Arrears of Interest thereon, and the holders of the Capital
Securities will thereafter cease to have any claim in respect of
amounts so reduced and cancelled. The Bank will give notice to the
holders of the Capital Securities of any such reduction and cancel-
lation immediately following the passing of such resolution. To the
extent that only part of the principal amount of the Capital
Securities or Arrears of Interest thereon has been so reduced,
interest will continue to accrue in accordance with the terms of the
Capital Securities on the then outstanding principal amount of the
Capital Securities and Arrears of Interest, if any.
See ""Description of the Capital Securities Ì Reduction of
Amounts of Principal and Unpaid Interest''.
Dividend Suspension
The Bank shall neither (a) declare, pay or make any dividend or
other distribution on any class of its share capital nor (b) redeem,
repurchase or otherwise acquire any of its (i) share capital;
(ii) any pari passu ranking Tier I securities; or (iii) any obligations
of the Bank expressed to rank junior to the Capital Securities, until
(subject to reduction or elimination as described above under
""Description of the Capital Securities Ì Reduction of Amounts of
Principal and Unpaid Interest''), as the case may be, either all
Arrears of Interest (together with all corresponding Additional
Interest Amounts) are paid in full and/or full interest payments
are resumed following interest cancellation (in accordance with
""Mandatory Deferral of Interest and Interest Cancellation'' below)
and have been paid for two consecutive semi-annual or four
consecutive quarterly Interest Periods, as applicable. Notwith-
standing this restriction, the Bank may take such actions (a) in
connection with transactions eÅected by or for the account of
customers of the Bank in connection with distribution, trading or
market making in respect of those securities; (b) in connection
with the satisfaction by the Bank of its obligations under any
existing or future employee beneÑt plans or similar arrangements
with or for the beneÑt of employees, oÇcers, directors or consul-
tants of the Bank or any of its subsidiaries; or (c) otherwise as
required by law.
Mandatory Deferral of Interest and
Interest Cancellation
The aggregate amount of interest payments in respect of the
Capital Securities during the period between the most recent date
of approval of the annual accounts of the Bank and the next
succeeding date of approval of the annual accounts of the Bank
may not exceed the amount of Available Free Reserves shown in
the annual accounts of the Bank approved on the Ñrst-mentioned
date. Accrual of interest will cease with eÅect from the date of
approval of the relevant annual audited accounts if the Bank has no
Available Free Reserves. Accordingly, in the event that the amount
3


Document Outline