EUR 35,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME ________________________________________ This Base Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under the Prospectus Directive (as defined below). The Central Bank only approves this Base Prospectus as meeting the requirements imposed under Irish and European Union law pursuant to the Prospectus Directive. Such approval relates only to the Notes (as defined below) which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC and/or which are to be offered to the public in any Member State of the European Economic Area (each, a “Member State”). This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and has been prepared for the purpose of giving information with regard to the issue of notes (the “Notes”) under the programme (the “Programme”) during the period of twelve months from the date of its publication. Application has been made to the Irish Stock Exchange plc (the “Irish Stock Exchange”) for Notes issued under the Programme (other than Exempt Notes) to be admitted to the Official List and trading on its regulated market. References in this Base Prospectus to Notes being “listed” (and all related references) on the Irish Stock Exchange shall mean that such Notes have been admitted to the Official List and to trading on its regulated market. The regulated market of the Irish Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC. The Programme also permits Notes 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 (as defined below). The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the European Economic Area other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive. References in this Base Prospectus to “Exempt Notes” are to Notes for which no prospectus is required to be published under the Prospectus Directive. The Central Bank has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Notes. Under the Programme, Notes may be (i) unsubordinated (“Unsubordinated Notes”), (ii) subordinated and, on issue, constituting Tier 2 Capital (as defined in the Terms and Conditions of the Notes) (“Subordinated Notes”) or (iii) subordinated and, on issue, constituting Additional Tier 1 Capital (as defined in the Terms and Conditions of the Notes) (“Additional Tier 1 Capital Notes”) as indicated in the relevant Final Terms or Pricing Supplement (each as defined below). The minimum denomination of each Unsubordinated Note admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State in circumstances which would otherwise require the publication of a prospectus under the Prospectus Directive will be EUR 1,000 (or, if the Unsubordinated Notes are denominated in a currency other than euro, the equivalent amount in such currency). The minimum denomination of each Subordinated Note or Additional Tier 1 Capital Note, as the case may be, admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State in circumstances which would otherwise require the publication of a prospectus under the Prospectus Directive will be EUR 100,000 (or, if the relevant Subordinated Notes or Additional Tier 1 Capital Notes, as the case may be, are denominated in a currency other than euro, the equivalent amount in such currency). The Additional Tier 1 Capital Notes are not intended to be sold and should not be sold to retail clients in the European Economic Area, as defined in the rules set out in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (as amended or replaced from time to time, the “PI”) other than in circumstances that do not and will not give rise to a contravention of those rules by any person. Prospective investors are referred to the section headed “Restrictions on marketing and sales to retail investors” on page 3 of this Base Prospectus for further information. The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (as amended) (the “Securities Act”) and may include Notes in bearer form which are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to, or for the account of, any U.S. persons. The Notes may be offered and sold outside the United States to non U.S. persons in reliance on Regulation S (“Regulation S”) under the Securities Act and within the United States to “qualified institutional buyers” (each, a “QIB”) as defined in and pursuant to Rule 144A under the Securities Act (“Rule 144A”). Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Base Prospectus or any Final Terms or Pricing Supplement and other offering material relating to the Notes, see “Subscription and Sale”. An investment in Notes issued under the Programme involves certain risks. Prospective purchasers of Notes should ensure that they understand the nature of the relevant Notes and the extent of their exposure to risks and that they consider the suitability of the relevant Notes as an investment in the light of their own circumstances and financial condition. For a discussion of these risks see “Risk Factors” below. ________________________________________ Arrangers for the Programme BNP PARIBAS DANSKE BANK HSBC Dealers BARCLAYS BNP PARIBAS BOFA MERRILL LYNCH CITIGROUP CREDIT SUISSE DANSKE BANK DEUTSCHE BANK GOLDMAN SACHS INTERNATIONAL HSBC J.P. MORGAN MORGAN STANLEY SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING UBS INVESTMENT BANK 4 December 2015 This Base Prospectus should be read and construed together with any supplement hereto and with any documents incorporated by reference herein and, in relation to any Tranche (as defined in “Terms and Conditions of the Notes” below) of Notes, should be read and construed together with the relevant Final Terms or Pricing Supplement. Danske Bank A/S (the “Issuer”) has confirmed to the dealers (the “Dealers”) named under “Subscription and Sale” that this Base Prospectus (including for this purpose, the relevant Final Terms or Pricing Supplement) is true, accurate and complete in all material respects and is not misleading; that any opinions and intentions expressed herein are honestly held, are based on reasonable assumptions and are not misleading; that there are no other facts in relation to the information contained or incorporated by reference in this Base Prospectus the omission of which would, in the context of the Programme or the issue of the Notes, make any statement herein or opinions or intentions expressed herein misleading in any material respect; and that all reasonable enquiries have been made to verify the foregoing. No person has been authorised by the Issuer or any Dealer to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer or any Dealer. No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts any responsibility, as to the accuracy or completeness of the information contained in this Base Prospectus. Neither the delivery of this Base Prospectus, any Final Terms or any Pricing Supplement nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Base Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus has been most recently supplemented or that there has been no adverse change in the financial situation of the Issuer since the date thereof, or, as the case may be, the date upon which this Base Prospectus has been most recently supplemented or the balance sheet date of the most recent financial statements which are deemed to be incorporated into this Base Prospectus by reference or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The Notes have not been, and will not be, registered under the Securities Act or any state securities laws. Unless otherwise specified in any supplement to this Base Prospectus, each Tranche of Notes is initially being offered for sale outside the United States to non-U.S. persons in reliance on, and in accordance with, Regulation S or privately placed exclusively to persons reasonably believed by the relevant Dealer(s) to be QIBs within the meaning of Rule 144A.