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Base Prospectus BASE PROSPECTUS EUR 25,000,000,000 Global Covered Bond Programme Under this EUR 25,000,000,000 Global Covered Bond Programme (the “Programme”), Danske Bank A/S (the “Issuer” or the “Bank”) may from time to time issue covered bonds (“Covered Bonds”) in accordance with the Danish Financial Business Act (lov om finansiel virksomhed), and relevant executive orders (bekendtgørelser) and regulations thereto as may be supplemented, amended, modified or varied from time to time (as well as any judicial decisions and administrative pronouncements, all of which are subject to change, including with retroactive effect) (the “Danish Covered Bond Legislation”), denominated in any currency agreed between the Issuer and the Relevant Dealer(s) (as defined below). Covered Bonds may be issued in bearer form (“Bearer Covered Bonds”), registered form (“Registered Covered Bonds”), uncertificated book entry form cleared through the Danish, Luxembourg, Norwegian and/or Swedish (as the case may be) central securities depository (together the “VP Systems Covered Bonds” and individually the “VP”, “VP Lux”, “VPS” and “VPC”, respectively) and in the form of German law governed registered bonds (Namensschuldverschreibungen) (“German Registered Covered Bonds”). This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the “CSSF”), which is the Luxembourg competent authority for the purpose of Directive 2003/71/EC (the “Prospectus Directive”) and relevant implementing legislation in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing legislation in Luxembourg for the purpose of giving information with regard to the issue of Covered Bonds under the Programme during the period of twelve months from the date of its publication. This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. Application has been made to the Luxembourg Stock Exchange for Covered Bonds issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. The Programme also permits Covered Bonds to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer. Prospective investors should have regard to the factors described in the section entitled “Risk Factors” in this Base Prospectus. ______________________________________ Arrangers BNP PARIBAS DANSKE BANK HSBC Dealers BARCLAYS CAPITAL BNP PARIBAS BofA MERRILL LYNCH CITI COMMERZBANK CREDIT SUISSE DANSKE BANK HSBC NATIXIS SOCIÉTÉ GÉNÉRALE CORPORATE & THE ROYAL BANK OF SCOTLAND INVESTMENT BANKING UNICREDIT GROUP (HVB) The date of this Base Prospectus is 11 November 2009. This Base Prospectus is to be read in conjunction with all documents that are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference” below). This Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus. Accordingly references herein to this “Base Prospectus” are to this document, as supplemented from time to time, including such documents incorporated by reference. The Issuer (the “Responsible Person”) accepts responsibility for the information contained in this Base Prospectus. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Copies of Final Terms relating to Covered Bonds that are admitted to trading on the Luxembourg Stock Exchange’s regulated market will be available on the website of the Luxembourg Stock Exchange at www.bourse.lu and from the registered office of the Issuer and the Specified Offices of the Paying Agents (as defined below) for the time being in London and Luxembourg. No person is or has been authorised by the Issuer, the Arrangers or the Dealers to give any information or to make any representation other than those contained or that are incorporated by reference in this Base Prospectus and referred to below under “Documents Incorporated by Reference” in this Base Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Arrangers or any of the Dealers. None of the Arrangers or the Dealers has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Arrangers or the Dealers or any of them as to the accuracy or completeness of the information contained in this Base Prospectus or any other information provided by the Issuer in connection with the Programme, any Covered Bonds or the distribution of any Covered Bonds. No Arranger or Dealer accepts liability in relation to the information contained in this Base Prospectus or any other information provided by the Issuer in connection with the Programme. Covered Bonds issued under the Programme will be liabilities only of the Issuer and not of any other person, including the Arrangers or the Dealers. Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Covered Bonds (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation or constituting an invitation or offer by the Issuer, any of the Arrangers or the Dealers that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Covered Bonds, should purchase any Covered Bonds. Each investor contemplating purchasing any Covered Bonds should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and the Issuer Cover Pool (as defined below in “Risk Factors”). The delivery of this Base Prospectus does not at any time imply that the information contained herein concerning the Issuer and/or the Issuer Cover Pool is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Arrangers and/or the Dealers expressly do not undertake to review the financial condition or affairs of the Issuer or the Issuer Cover Pool during the life of the Programme. Investors should review, inter alia, the documents deemed incorporated herein by reference when deciding whether or not to purchase any Covered Bonds. The Covered Bonds have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except in accordance 2 with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. The distribution of this Base Prospectus and the offer or sale of Covered Bonds may be restricted by law in certain jurisdictions. None of the Issuer, the Arrangers or the Dealers represents that this document may be lawfully distributed, or that any Covered Bonds may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Arrangers or the Dealers that would permit a public offering of any Covered Bonds outside Luxembourg or distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, no Covered Bonds may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations and the Dealers have represented that all offers and sales by them will be made on the same terms. Persons into whose possession this Base Prospectus or any Covered Bonds come must inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Covered Bonds in the United States, the European Economic Area, the United Kingdom, Denmark, The Netherlands, Germany and Japan (see “Subscription and Sale” below). Registered Covered Bonds may be offered and sold in the United States exclusively to persons reasonably believed by the Dealers to be qualified institutional buyers (“QIBs”). Each U.S. purchaser of Registered Covered Bonds is hereby notified that the offer and sale of any Registered Covered Bonds to it may be made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A under the Securities Act. To permit compliance with Rule 144A under
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