Danske Bank Oyj Notice of Adjourned Meeting

31 May 2017
Company announcement

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF COVERED BONDHOLDERS. IF COVERED BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

DANSKE BANK OYJ*
(incorporated with limited liability in Finland)
(the “Issuer”)
 
NOTICE OF ADJOURNED MEETING
of the holders of its outstanding

EUR1,000,000,000 3.875 per cent. Covered Bonds due 2021
(originally issued by Sampo Housing Loan Bank plc)
(the “Covered Bonds”)

​ISIN / Common Code ​Outstanding Nominal Amount
​XS0640463062 / 064046306 ​EUR1,000,000,000

NOTICE IS HEREBY GIVEN that a meeting (the “Original Meeting”) of the holders (the “Covered Bondholders”) of the Covered Bonds convened by the Issuer for 31 May 2017 by a notice dated 2 May 2017 was adjourned through lack of quorum, and that an adjourned meeting of the Covered Bondholders (the “adjourned Meeting”) will be held at 12.00 noon (CET) at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, United Kingdom on 28 June 2017 for the purpose of considering and, if thought fit, passing the resolution set out below, with the implementation of that resolution being subject to satisfaction of the condition set out in paragraph 7(b) thereof (the “Eligibility Condition”) and which such resolution will be proposed as an Extraordinary Resolution at the adjourned Meeting in accordance with the provisions of the trust deed dated 24 November 2010 (as the same may be modified and/or supplemented from time to time, the “Trust Deed”) made between the Issuer and The Bank of New York Mellon (the “Trustee”).

Unless the context otherwise requires, capitalised terms used but not defined in this Notice shall have the meaning given in the Trust Deed, the terms and conditions of the Covered Bonds (the “Conditions”) or the Extraordinary Resolution, as applicable.

EXTRAORDINARY RESOLUTION IN RESPECT OF THE COVERED BONDS

“THAT this Meeting of the holders (together, the “Covered Bondholders”) of the presently outstanding EUR1,000,000,000 3.875 per cent. Covered Bonds due 2021 (ISIN: XS0640463062) (the “Covered Bonds”) of Danske Bank Oyj (the “Issuer”), constituted by a trust deed dated 24 November 2010, as amended, restated, modified and/or supplemented from time to time (the “Trust Deed”) and made between, among others, the Issuer and The Bank of New York Mellon (the “Trustee”), and issued with the benefit of an agency agreement dated 24 November 2010, as amended, restated, modified and/or supplemented from time to time (the “Agency Agreement”) and made between, among others, the Issuer, the Trustee and The Bank of New York Mellon as principal paying agent (the “Principal Paying Agent”):

1. (subject to paragraph 7 of this Extraordinary Resolution) assents and agrees to:

(a) the modification of the terms and conditions of the Covered Bonds (the “Conditions”), as set out in schedule 1 to the Trust Deed and as completed by the Final Terms dated 17 June 2011, to reflect the substitution of Danske Mortgage Bank Plc (the “New Issuer”) as issuer and principal debtor in place of the Issuer (the “Substitution”), all as more fully set out in the Supplemental Trust Deed and the Amended and Restated Final Terms (each as defined in paragraph 3 below);

(b) the consequential modification of the Trust Deed, as more fully set out in the Supplemental Trust Deed;

(c) the consequential modification of the Agency Agreement, as more fully set out in the Supplemental Agency Agreement (as defined in paragraph 3 below); and

(d) the provision of a guarantee from the Issuer pursuant to which the Issuer will agree to meet any claims of the Covered Bondholders in respect of principal and interest under such Covered Bonds to the extent that these are not paid by the New Issuer (following the Substitution) and are not met out of the assets of the cover pool held by the New Issuer (following the Substitution), as more fully set out in the Guarantee (as defined in paragraph 3 below);

2. (subject to paragraph 7 of this Extraordinary Resolution) agrees:

(a) to release and waive all rights, claims, actions or entitlements arising under Finnish law (including, without limitation, the right to object to the Demerger under the Finnish Companies Act 624/2006, as amended) against each of the Issuer, the New Issuer and Danske Bank A/S in respect of the Demerger;

(b) provided the Supplemental Trust Deed has been duly executed and delivered by the Issuer and the Trustee, the Guarantee has been duly executed and delivered by the Issuer, and each has become effective as described therein, to release and waive (without prejudice to any rights, claims, actions or entitlements that accrue or are incurred under the Guarantee) all rights, claims, actions or entitlements, whether arising under Finnish law or English law, against the Issuer in its capacity as issuer and principal debtor of the Covered Bonds, whether under the Trust Deed, the Conditions or the Agency Agreement; and

(c) provided the Supplemental Trust Deed has been duly executed and delivered by the Issuer and the Trustee, the Guarantee has been duly executed and delivered by the Issuer, and each has become effective as described therein, that the rights, claims and entitlements of the Covered Bondholders against the New Issuer and the Issuer accrued or incurred in respect of all payments of principal and interest under the Covered Bonds shall arise solely under (in respect of the New Issuer) the Trust Deed as supplemented by the Supplemental Trust Deed and (in respect of the Issuer) the Guarantee;

3. (subject to paragraph 7 of this Extraordinary Resolution) assents to, authorises, directs, requests and empowers the Trustee to:

(a) concur in the modifications referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, on the Demerger Date and subject to satisfaction of the condition set out in paragraph 7 below, to execute a supplemental trust deed (the “Supplemental Trust Deed”) in the form of the draft produced to this Meeting, with such amendments (if any) as may be requested by the Issuer and approved by the Trustee, in its sole and absolute discretion, or required by the Trustee in accordance with the provisions of the Trust Deed;

(b) concur in the modifications referred to in paragraph 1 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, on the Demerger Date and subject to satisfaction of the condition set out in paragraph 7 below, to execute a supplemental agency agreement (the “Supplemental Agency Agreement”) in the form of the draft produced to this Meeting, with such amendments (if any) as may be requested by the Issuer and approved by the Trustee, in its sole and absolute discretion, or required by the Trustee in accordance with the provisions of the Trust Deed; and

(c) concur in, and execute and do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient in its sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications referred to paragraph of this Extraordinary Resolution;

4. (subject to paragraph 7 of this Extraordinary Resolution) assents to, authorises, directs, requests and empowers:

(a) the execution, on the Demerger Date, of:

(i) a guarantee (the “Guarantee”) in favour of the Covered Bondholders pursuant to which the Issuer will meet any claims of the Covered Bondholders in respect of principal and interest under such Covered Bonds to the extent that these are not paid by the New Issuer (following the Substitution) or are not met out of the assets of the cover pool held by the New Issuer (following the Substitution); and
(ii) an amended and restated final terms in respect of the Covered Bonds (the “Amended and Restated Final Terms”) by the New Issuer,

in each case to effect the modifications and provide for the guarantee referred to in paragraph 1 of this Extraordinary Resolution, substantially in the form of the drafts produced to this Meeting and for the purpose of identification signed by the chairman thereof, with such amendments thereto (if any) as the Issuer shall require; and

(b) the Issuer and the New Issuer to execute and to do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient in their sole opinion to carry out and to give effect to this Extraordinary Resolution and the implementation of the modifications referred to in this Extraordinary Resolution;

5. (subject to paragraph 7 of this Extraordinary Resolution) sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the Covered Bondholders appertaining to the Covered Bonds against the Issuer, whether or not such rights arise under the Trust Deed or the Agency Agreement or otherwise, involved in, resulting from or to be effected by the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation;

6. discharges and exonerates the Trustee from all liability for which it may have become or may become responsible under the Trust Deed or otherwise in respect of any act or omission in connection with this Extraordinary Resolution, its implementation (including the modifications referred to in paragraph 1 of this Extraordinary Resolution) or any other power or right conferred pursuant to, or arising out of, this Extraordinary Resolution;

7. declares that the implementation of this Extraordinary Resolution shall be conditional on:

(a) the passing of this Extraordinary Resolution; and

(b) the quorum required for, and the requisite majority of votes cast at, the Meeting being satisfied by Eligible Covered Bondholders, irrespective of any participation at the Meeting by Ineligible Covered Bondholders (and would also have been so satisfied if any Ineligible Covered Bondholders who provide confirmation of their status as Ineligible Covered Bondholders and waive their right to attend and vote (or be represented) at the Meeting had actually participated at the Meeting) and further resolves that, in the event the Extraordinary Resolution is passed at the Meeting but this condition is not satisfied, the chairman of the Meeting is hereby authorised, directed, requested and empowered to adjourn this Meeting on the same basis (including quorum) as for an adjournment of the Meeting where the necessary quorum is not obtained, for the purpose of reconsidering resolutions 1 to 8 of this Extraordinary Resolution with the exception of resolution 7(b) of this Extraordinary Resolution at the adjourned Meeting, and in place of the foregoing provisions of resolution 7(b) the relevant condition will be satisfied if the quorum required for, and the requisite majority of votes cast at, the adjourned Meeting are satisfied by Eligible Covered Bondholders irrespective of any participation at the adjourned Meeting by Ineligible Covered Bondholders (and would also have been so satisfied if any Ineligible Covered Bondholders who provide confirmation of their status as Ineligible Covered Bondholders and waive their right to attend and vote (or be represented) at the adjourned Meeting had actually participated at the adjourned Meeting); and

8. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

Consent Solicitation in respect of the Covered Bonds” means the invitation by the Issuer to all Eligible Covered Bondholders to consent to the modifications and provide for the guarantee referred to in this Extraordinary Resolution, as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms;

Consent Solicitation Memorandum” means the consent solicitation memorandum dated 2 May 2017 prepared by the Issuer in relation to, among other things, the Consent Solicitation in respect of the Covered Bonds;

Demerger” means the demerger by means of partial demerger of the Issuer in accordance with a demerger plan that has been registered with the Finnish Trade Register on 7 April 2017 so that the mortgage credit banking business of the Issuer is transferred to a new Finnish limited liability company to be established in such demerger and authorised as a mortgage credit bank under the Finnish Act on Mortgage Credit Bank Operations (688/2010, as amended);

Demerger Date” means the effective date for the Demerger;

Eligible Covered Bondholder” means each Covered Bondholder who is (a) located and resident outside the United States and not a U.S. person (as defined in Regulation S under the Securities Act) and (b) otherwise a person to whom the Consent Solicitation in respect of the Covered Bonds can be lawfully made and that may lawfully participate in the Consent Solicitation in respect of the Covered Bonds;

Ineligible Covered Bondholder” means each Covered Bondholder who is not a person to whom the Consent Solicitation in respect of the Covered Bonds is being made, on the basis that such Covered Bondholder is either (i) a U.S. person and/or located or resident in the United States and/or (ii) a person to whom the Consent Solicitation in respect of the Covered Bonds cannot otherwise be lawfully made; and

Securities Act” means the U.S. Securities Act of 1933, as amended.”

BACKGROUND

The Issuer has convened the adjourned Meeting for the purpose of enabling the holders of the Covered Bonds to consider and resolve, if they think fit, to pass the Extraordinary Resolution proposed in relation to the Covered Bonds.

If the Extraordinary Resolution is passed and the Eligibility Condition is satisfied, (i) the waiver of all rights, claims, actions or entitlements arising under Finnish law against each of the Issuer, the New Issuer and Danske Bank A/S in respect of the Demerger, as further described in the Extraordinary Resolution, will take effect on and from the time the Extraordinary Resolution is passed and the Eligibility Condition is satisfied and (ii) the Extraordinary Resolution will be implemented by the execution and, if applicable, delivery of the applicable Guarantee, Supplemental Agency Agreement, Amended and Restated Final Terms and Supplemental Trust Deed on the Demerger Date. The Demerger Date is currently expected to be on 1 October 2017. For the avoidance of doubt, the Extraordinary Resolution will not be implemented if the Demerger does not take effect.

Further background to the Demerger was set out in the notice (the “Original Notice”) dated 2 May 2017 convening the Original Meeting.

CONSENT SOLICITATION

The Issuer has invited Eligible Covered Bondholders (as defined in the Extraordinary Resolution set out above) (such invitation the “Consent Solicitation”) to consent to the approval of the Extraordinary Resolution at the adjourned Meeting, as further described in the Consent Solicitation Memorandum (as defined in paragraph 8 of the Extraordinary Resolution set out above).

The Consent Solicitation is only being made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation are only for distribution or to be made available to, Eligible Covered Bondholders.

Eligible Covered Bondholders may obtain, from the date of this Notice, a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. In order to receive a copy of the Consent Solicitation Memorandum, a Covered Bondholder will be required to provide confirmation as to his or her status as an Eligible Covered Bondholder.

SELLING RESTRICTIONS

If the Extraordinary Resolution is passed and implemented, until the expiry of the period of 40 days after the date of the Amended and Restated Final Terms, sales of the Covered Bonds may not be made in the United States or to U.S. persons unless made outside the United States pursuant to Rule 903 and 904 of Regulation S.

GENERAL

Copies of (i) the Agency Agreement and the Trust Deed; and (ii) the current drafts of the Guarantee, Supplemental Agency Agreement, Amended and Restated Final Terms and the Supplemental Trust Deed, each as referred to in the Extraordinary Resolution set out above, are also available for inspection by Covered Bondholders (a) on and from the date of this Notice up to and including the date of the adjourned Meeting, at the specified office of the Tabulation Agent during normal business hours on any week day (Saturdays, Sundays and public holidays excepted) up to and including the date of the adjourned Meeting and (b) at the adjourned Meeting and at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, United Kingdom for 15 minutes before the adjourned Meeting. Any revised version of the draft Guarantee, Supplemental Agency Agreement, Amended and Restated Final Terms and/or Supplemental Trust Deed, as applicable, will be made available as described above and marked to indicate changes to the draft made available on the date of this Notice, and will supersede the previous draft of the relevant document and Covered Bondholders will be deemed to have notice of any such changes. Copies of the Demerger Plan and the Articles of Association of the New Issuer are available from the Tabulation Agent, contact details for which appear below.

The attention of Covered Bondholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolution at the adjourned Meeting, which are set out in “Voting and Quorum” below. Having regard to such requirements, Covered Bondholders are strongly urged either to attend the adjourned Meeting or to take steps to be represented at the adjourned Meeting as soon as possible.

TRUSTEE

Neither the Trustee nor any of its directors, officers, employees or affiliates has been involved in the formulation of the Extraordinary Resolution and the Trustee expresses no opinion on the merits of, or makes any representation or recommendation whatsoever regarding, the Extraordinary Resolution or makes any recommendation whether holders of Covered Bonds should participate at the adjourned Meeting. The Trustee has not reviewed, nor will it be reviewing, any documents relating to the Consent Solicitation and/or the Extraordinary Resolution, except this Notice, the Supplemental Trust Deed and the Supplemental Agency Agreement. Neither the Trustee nor any of its directors, officers, employees or affiliates has verified, or assumes any responsibility for the accuracy or completeness of, any of the information concerning the adjourned Extraordinary Resolution, the Issuer, the New Issuer, Danske Bank A/S, the Covered Bonds or the factual statements contained in, or the effect or effectiveness of, this Notice or any other documents referred to in this Notice or assumes any responsibility for any failure by the Issuer to disclose events that may have occurred and may affect the significance or accuracy of such information. The Trustee has, however, authorised it to be stated that, on the basis of the information contained in this Notice, it has no objection to the Extraordinary Resolution, as set out in this Notice, being put to holders of the Covered Bonds for their consideration.

VOTING AND QUORUM

Covered Bondholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Consent Instruction or Ineligible Holder Instruction (as further described in the Original Notice) in respect of the Extraordinary Resolution by 5.00 p.m. (CET) on 25 May 2017 (the “Expiration Deadline”), by which they will (i) (in the case of Consent Instructions) have given instructions for the appointment of one or more representatives of the Tabulation Agent by the Principal Paying Agent as their proxy to vote in the manner specified or identified in such Consent Instruction at the adjourned Meeting or (ii) (in the case of Ineligible Holder Instructions) waived such rights, need take no further action to be represented at the adjourned Meeting.

Covered Bondholders who have not submitted or have submitted and subsequently revoked (in the limited circumstances in which such revocation is permitted) a Consent Instruction or Ineligible Holder Instruction in respect of the Extraordinary Resolution should take note of the provisions set out below detailing how such Covered Bondholders can attend or take steps to be represented at the adjourned Meeting.

1. Subject as set out below, the provisions governing the convening and holding of the adjourned Meeting (the “Meeting Provisions”) are set out in schedule 3 of the Trust Deed, copies of each of which are available from the date of this Notice to the conclusion of the adjourned Meeting as referred to above. For the purposes of the adjourned Meeting, a “Covered Bondholder” means a Direct Participant.

2. All of the Covered Bonds are represented by global bonds held by a common safekeeper for Euroclear and/or Clearstream, Luxembourg. For the purposes of this Notice, a “Direct Participant” means each person who is for the time being shown in the records of Euroclear and/or Clearstream, Luxembourg as the holder of a particular nominal amount of the Covered Bonds.

A Direct Participant or beneficial owner of Covered Bonds wishing to attend the adjourned Meeting in person must produce at the adjourned Meeting a valid voting certificate or certificates issued by a Paying Agent relating to the Covered Bonds in respect of which it wishes to vote.

A Direct Participant or beneficial owner of Covered Bonds not wishing to attend the adjourned Meeting in person may either deliver its valid voting certificate(s) to the person whom it wishes to attend on its behalf or the Direct Participant may (or the beneficial owner of the relevant Covered Bonds may arrange for the relevant Direct Participant on its behalf to) give a voting instruction or an instruction to abstain from voting (by giving an instruction (an “Electronic Instruction”) to block its Covered Bonds and to vote or abstain in respect of the adjourned Meeting to Euroclear or Clearstream, Luxembourg in accordance with the procedures of Euroclear or Clearstream, Luxembourg, as applicable) requiring a Paying Agent to include the votes attributable to its Covered Bonds or intention to abstain in respect of its Covered Bonds in a block voting instruction issued by the Paying Agent for the adjourned Meeting, in which case the Paying Agent shall appoint a proxy to attend and vote or abstain at the adjourned Meeting in accordance with such Direct Participant's instructions.

A Direct Participant must request the relevant clearing system to block the relevant Covered Bonds in its account and to hold the same to the order or under the control of the relevant Paying Agent not later than 48 hours before the time appointed for holding the adjourned Meeting in order to obtain voting certificates or give voting instructions in respect of the adjourned Meeting. In the case of Electronic Instructions, such blocking instructions are part of the electronic instructions that must be given and as part of any such electronic instructions each Covered Bondholder must also confirm whether it is an Eligible Covered Bondholder or an Ineligible Covered Bondholder for the purposes of the Consent Solicitation. Covered Bonds so blocked will not be released until the earlier of:

(i) the conclusion of the adjourned Meeting; and

(ii) in respect of:

(A) voting certificate(s), the surrender to the relevant Paying Agent of such voting certificate(s) and notification by the relevant Paying Agent to the relevant clearing system of such surrender or the compliance in such any other manner with the rules of the relevant clearing system relating to such surrender; or

(B) voting instructions, not less than 48 hours before the time for which the adjourned Meeting is convened, the notification in writing of any revocation of a Direct Participant's previous instructions to the relevant Paying Agent and the same then being notified in writing by the relevant Paying Agent to the Issuer at least 24 hours before the time appointed for holding the adjourned Meeting and such Covered Bonds ceasing in accordance with the procedures of the relevant clearing system and with the agreement of the relevant Paying Agent to be held to its order or under its control.

3. The quorum required at the adjourned Meeting is one or more persons present and holding or representing in aggregate not less than a clear majority in nominal amount of the Covered Bonds for the time being outstanding.

4. Every question submitted to the adjourned Meeting shall be decided in the first instance by a show of hands.

A poll may be demanded by the Chairman, the Issuer, the Trustee or one or more persons present and holding or representing in aggregate not less than one-fiftieth in nominal amount of the Covered Bonds for the time being outstanding.

Unless a poll is (before or at the time that the result is declared) demanded as described above, a declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the Extraordinary Resolution.

At the adjourned Meeting (i) on a show of hands every person who is present in person and produces a voting certificate or is a proxy or representative shall have one vote and (ii) on a poll every person who is so present shall have one vote in respect of each EUR 1.00 in nominal amount of the outstanding Covered Bonds so represented by the voting certificate or in respect of which that person is a proxy or representative.

5. To be passed at the adjourned Meeting, the Extraordinary Resolution requires a majority in favour consisting of not less than 75 per cent. of the votes cast. If passed, the Extraordinary Resolution will be binding on all Covered Bondholders, whether or not present at the adjourned Meeting and whether or not voting.

For the purposes of this Notice:

24 hours” means a period of 24 hours including all or part of a day on which banks are open for business in London, Luxembourg and Helsinki (disregarding for this purpose the day on which the meeting is to be held) and that period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included all or part of a day on which banks are open for business in London, Luxembourg and Helsinki;

48 hours” means a period of 48 hours including all or part of two days on which banks are open for business London, Luxembourg and Helsinki (disregarding for this purpose the day on which the meeting is to be held) and that period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included all or part of two days on which banks are open for business in London, Luxembourg and Helsinki;

Agency Agreement” means, in respect of the Covered Bonds, the agency agreement dated 24 November 2010 between, among others, the Issuer and the Principal Paying Agent;

CET” means Central European Time; and
Principal Paying Agent” means The Bank of New York Mellon.

This Notice is given by Danske Bank Oyj. Covered Bondholders should contact the following for further information:

The Solicitation Agents

BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom

Telephone: +44 20 7595 8668
Attention: Liability Management Group
Email: liability.management@bnpparibas.com

Danske Bank A/S
2-12 Holmens Kanal
DK-1092 Copenhagen K
Denmark

Telephone: +45 45 14 32 33
Attention: 3775 Debt Capital Markets
Email: liabilitymanagement@danskebank.dk

Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom

Telephone: +44 20 7996 5420
Attention: Liability Management Group
Email: DG.LM_EMEA@baml.com

Tabulation Agent

Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom

Telephone: +44 20 7704 0880
Attention: Paul Kamminga
Email: danskebank@lucid-is.com

Principal Paying Agent

The Bank of New York Mellon
One Canada Square
London E14 5AL
United Kingdom

Dated: 31 May 2017

* parallel legal trade name Danske Bank Plc