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Danske Bank Capital/Financing Update 2012

Jan 10, 2012

3359_iss_2012-01-10_7a79ded3-4c04-4b2f-bcb5-976c04c34865.pdf

Capital/Financing Update

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FINAL TERMS DATED 9 January 2012

Series No. 080-D Tranche No. 1

DANSKE BANK A/S

EUR 25,000,000,000

Global Covered Bond Programme

Issue of

DKK 5,900,000,000 Floating Rate Covered Bonds due 2019

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Base Prospectus dated 11 November 2011 and the Prospectus Supplement No. 1 dated 20 December 2011, which together constitute a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC) as amended (which includes amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a Member State of the European Economic Area) (the "Prospectus Directive"). This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at, and copies may be obtained from, the website of the Luxembourg Stock Exchange (www.bourse.lu).

1. Issuer: Danske Bank A/S
2. (i)
Series Number:
080-D
(ii)
Relevant Issuer Cover Pool:
Category D (Danish Residential Real Estate)
(iii)
Tranche Number:
1
3. Specified Currency or Currencies: Danish Kroner ("DKK")
4. Aggregate Nominal Amount: DKK 5,900,000,000
5. Issue Price: 100.0 per cent. of the Aggregate Nominal Amount
6. (i)
Specified Denomination(s):
DKK 10,000
(ii)
Calculation Amount:
DKK 10,000
7. (i)
Issue Date:
11 January 2012
(ii)
Interest Commencement Date:
11 January 2012
8. (i)
Maturity Date:
1 July 2019, subject to adjustment in accordance with the
Business Day Convention.
(ii)
Extended Maturity Date:
Applicable
The Extended Maturity Date is 1 July 2020, subject to
adjustment in accordance with the Business Day Convention.
9. Interest Basis: The relevant CIBOR Floating Rate specified in Item 15(vii)
plus the relevant Margin specified in Item 15(ix).
(further particulars specified below)
10. Redemption/Payment Basis: Redemption at par
11. Change of Interest or Redemption/
Payment Basis:
See item 9 above
12. Put/Call Options: Not Applicable
13. Method of distribution: Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Covered Bond Provisions Not Applicable
15. Floating Rate Covered Bond
Provisions
Applicable
(i)
Specified Period:
Not Applicable
(ii)
Interest Payment Dates:
(a)
With respect to the period from the Issue Date to the
Maturity Date, Interest Payment Dates will be
quarterly in arrear on 1 January, 1 April, 1 July and 1
October in each year from (and including) 1 April
2012 to (and including) the Maturity Date. Thus there
will be a short first Coupon with respect to the period
from (and including) 11 January 2012 to (but
excluding) 1 April 2012; and
(b)
with respect to the period from the Maturity Date to
the Extended Maturity Date, Interest Payment Dates
will be the 1st of each month, commencing on 1
August 2019 and ending on the earlier of (i) the date
on which the Covered Bonds are redeemed in full; or
(ii) the Extended Maturity Date.
(iii)
Business Day Convention:
Modified Following Business Day Convention
(iv)
Applicable Business Centre(s):
Copenhagen
(v)
Manner in which the Rate(s) of
Interest is/are to be determined:
Screen Rate Determination
(vi)
Party responsible for calculating the
Rate(s)
of
Interest
and
Interest
Amount(s):
VP Systems Agent
(vii) Screen Rate Determination: Applicable
- Reference Rate: (a)
In respect to the period from (and including) 11
January 2012 to (but excluding) 1 April 2012, the
Reference Rate will be interpolation between 2-month
and 3-month CIBOR;
(b)
with respect to the period from (and including) 1 April
2012 to (but excluding) the Maturity Date, the
Reference Rate will be 3-month CIBOR; and
(c)
with respect to the period from (and including) the
Maturity Date to (but excluding) the Extended
Maturity Date, the Reference Rate will be 1-month
CIBOR.
- Interest Determination Date(s): The second Copenhagen Business Day prior to the start of
each relevant Interest Period.
- Relevant Screen Page: Reuters Screen CIBOR=
- Relevant Time: 11:00 a.m. (Copenhagen time)
- Relevant Financial Centre: Copenhagen
- Reference Banks As selected by the Calculation Agent
(viii)ISDA Determination: Not Applicable
(ix)
Margin(s):
(a)
From (and including) the Issue Date to (but
excluding) the Interest Payment Date scheduled to fall
on 1 July 2019: plus 0.86 per cent per annum; and
(b)
from (and including) the Interest Payment Date
scheduled to fall on 1 July 2019 and thereafter: plus
1.00 per cent per annum.
(x)
Minimum Rate of Interest:
Not Applicable
(xi)
Maximum Rate of Interest:
Not Applicable
(xii) Day Count Fraction: Actual/360
(xiii)Fall
back
provisions,
rounding
provisions, denominator and any
other terms relating to the method
of calculating interest on Floating
Rate Covered Bonds, if different
from those set out in the Conditions:
As set out in the Conditions
16. Zero Coupon Covered Bond Provisions Not Applicable
17. Index-Linked Interest Covered Bond
/other variable-linked interest Covered
Bond Provisions
Not Applicable
18. Dual Currency Covered Bond
Provisions
Not Applicable

PROVISIONS RELATING TO REDEMPTION

19. Call Option Not Applicable
20. Put Option Not Applicable
21. Final Redemption Amount Outstanding Principal Amount per Calculation Amount
In cases where the Final Redemption
Amount is Index-Linked or other
variable-linked:
Not Applicable
22. Early Redemption Amount (Tax) or
Early Termination Amount
Early Redemption Amount (Tax) or Early
Termination Amount or other early
redemption and/or the method of
calculating the same (if required or if
different from that set out in the
Conditions):
As set out in the Conditions
GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS
23. Form of Covered Bonds: VP Systems Covered Bonds issued in uncertificated and
dematerialised book entry form. See further item 5 of Part B
below.
24. If issued as Registered Covered
Bond/German Registered Covered
Bonds, Registrar:
Not Applicable
25. New Global Covered Bond Form: Not Applicable
26. Applicable Financial Centre(s) or other
special provisions relating to Payment
Business Day
Copenhagen
27. Talons for future Coupons to be attached
to Definitive Covered Bonds (and dates
on which such Talons mature):
No
28. Other final terms: Not Applicable
DISTRIBUTION
29. (i) If syndicated, names and addresses
of
Managers
and
underwriting
commitments:
Not Applicable
(ii) Date of Subscription Agreement: Not Applicable
(iii) Stabilising Manager(s) (if any): Not Applicable
30. If non-syndicated, name and address of Danske Bank A/S
Dealer: 2-12 Holmens Kanal
DK-1092 Copenhagen K
Denmark
31. Total commission and concession: 0.15 per cent. of the Aggregate Nominal Amount
32. Additional selling restrictions: Not Applicable
33. Non-exempt Offer: Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required to list and have admitted to trading the issue of Covered Bonds described herein pursuant to the Danske Bank A/S EUR 25,000,000,000 Global Covered Bond Programme.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

By: ………………………………….. By: ………………………………….. Duly authorised Duly authorised

CC: Citibank, N.A., London Branch, as Fiscal Agent and Principal Registrar

PART B - OTHER INFORMATION

1. Listing and Admission to Trading
(i)
Listing:
The regulated market of the Nasdaq OMX
Copenhagen within the meaning of the Prospectus
Directive.
(ii)
Admission to trading:
Application has been made for the Covered Bonds to
be admitted to trading on the regulated market of the
Nasdaq OMX Copenhagen with effect from 11
January 2012.
2. Ratings
Ratings: If rated, the Covered Bonds to be issued are expected
to be rated:
Fitch:
AAA
Fitch is established in the European Union and

registered under Regulation (EU) No 1060/2009.

3. Interests of Natural and Legal Persons involved in the Issue

Save as discussed in the "Subscription and Sale" section of the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Covered Bonds has an interest material to the offer.

4. Floating Rate Covered Bonds only Historic Interest Rates

Details of historic CIBOR rates can be obtained from Bloomberg.

5. Operational Information:

ISIN Code/CUSIP: DK0030296389
Common Code: Not Applicable
New Global Covered Bond/Global Registered
Covered Bond intended to be held in a manner
which would allow Eurosystem eligibility:
No
Any clearing system(s) other than Euroclear Bank VP
SA/NV, Clearstream Banking, Société Anonyme or
DTC and the relevant identification number(s):
VP identification number: DK0030296389.
The Issuer shall be entitled to obtain certain
information from the register maintained by VP for
the purpose of performing its obligations under the
issue of VP Systems Covered Bonds.
Settlement Procedures: Customary covered bond settlement and payment
procedures apply
Delivery: Delivery against payment
Names and addresses of additional Paying
Agent(s) (if any):
Not Applicable