Order to Saxo Bank A/S to change its terms and conditions for changes to interest rates, fees, and other remuneration

Saxo Bank A/S Attn: Management Philip Heymans Alle 15 2900 Hellerup Order for non-compliance with the Executive Order on good business practice for financial undertakings – notification of interest rate changes

Decision

The Danish Financial Supervisory Authority orders Saxo Bank A/S to bring its general terms and conditions regarding interest rates, fees, or other remuneration into compliance with Section 6, subsection 4, of the Executive Order on good business practice for financial undertakings.

The order takes effect from the date it is communicated. Saxo Bank A/S shall inform the Danish Financial Supervisory Authority of how the order has been complied with no later than three months from today's date. Documentation of compliance must be sent to the Danish Financial Supervisory Authority.

Background

On 22 October 2025, the Danish Financial Supervisory Authority requested Saxo Bank A/S (Saxo Bank or the bank) to explain how Saxo Bank's general terms and conditions comply with the rules in Section 6, subsection 4, of the Executive Order on good business practice for financial undertakings, including the Danish Financial Supervisory Authority's guiding statement on the interpretation of Section 6, subsection 4, of the Executive Order on good business practice for financial undertakings.

In its request for an explanation, the Danish Financial Supervisory Authority referred to the fact that Saxo Bank's general terms and conditions, for example, contain two sections, points 24.3 and 25.5, according to which Saxo Bank A/S reserves the right in some more precisely defined cases to change, among other things, brokerage fees, charges, and interest rates without prior notice to the customer.

From point 24.3 of the terms and conditions, it appears:

The Danish Financial Supervisory Authority 16 June 2026 25-023075 Strandgade 29 1401 Copenhagen K Tel. 33 55 82 82 CVR no. 10 59 81 84 finanstilsynet@ftnet.dk www.finanstilsynet.dk MINISTRY OF INDUSTRY, BUSINESS AND FINANCIAL AFFAIRS

"24.3 Saxo Bank has the right to change its Brokerage Fees and Charges without notice if the change is to the Customer's advantage or is due to circumstances beyond Saxo Bank's control, including in cases of: i. significant changes in the Customer's circumstances which formed the basis for individual terms, ii. changes in the relationship with Saxo Bank's Liquidity Providers, which affect Saxo Bank's cost structure, and/or iii. changes in the brokerage fees and charges payable to Regulated Markets, other markets, clearing centres, information providers or other third-party providers."

From point 25.5 of the terms and conditions, it appears:

"25.5 Saxo Bank may change interest rates and/or amount limits for interest calculation in General Collections and Charges without notice if (i) the change is to the Customer's advantage or (ii) the change is justified by external circumstances beyond Saxo Bank's control, including: i. significant changes in the Customer's circumstances which formed the basis for individual terms, ii. monetary or credit policy changes domestically or abroad that affect the general interest rate level, iii. other changes in the general interest rate level, including on the money and bond markets, and/or iv. changes in the relationship with Saxo Bank's Liquidity Providers that affect Saxo Bank's cost structures."

In its reply of 12 November 2025, Saxo Bank explained the individual categories of cases in points 24.3 and 25.5 of the terms and conditions, which allow the bank to make changes without notice to the detriment of customers.

Overall, it is Saxo Bank's view that points 24.3 and 25.5 of the terms and conditions are in compliance with Section 43, subsection 1, of the Financial Business Act, the Executive Order on good business practice, and the Danish Financial Supervisory Authority's guiding statement, as the circumstances that may trigger a change without notice to the detriment of the consumer may be due to external circumstances over which the bank has no influence.

Saxo Bank states in its reply that the bank's business model is fundamentally to facilitate customers' access to the capital markets, which necessitates that the bank can change brokerage fees, charges, and interest rates without prior notice to counteract any corresponding and immediate changes made by its contracting parties.

Saxo Bank refers to the fact that the bank has a very low average earnings per transaction, which is why the bank is significantly exposed to its contracting parties' potential changes to interest rates, fees, and other circumstances that affect Saxo Bank's cost structure.

Saxo Bank further states that the Danish Financial Supervisory Authority has based its guiding statement on rules for mortgage credit institutions, which differ significantly from Saxo Bank's business model.

It is Saxo Bank's opinion that the Danish Financial Supervisory Authority, with its guiding statement, has not considered that, in relation to Saxo Bank's business model, there may be external circumstances which, in accordance with the Executive Order on good business practice, may justify the bank's change of brokerage fees, charges, and interest rates without notice to the detriment of customers.

Company's Consultation Response

The draft decision has been sent for consultation to Saxo Bank.

Saxo Bank maintains in its consultation response that the bank's terms and conditions are in compliance with Section 6, subsection 4, of the Executive Order on good business practice for financial undertakings.

Saxo Bank notes initially that the Danish Financial Supervisory Authority's interpretation, in the bank's opinion, is more restrictive than is warranted by the preparatory work for Section 53b of the Financial Business Act, which moreover concerns mortgage credit institutions with a significantly different business model than Saxo Bank.

Saxo Bank refers to a recently rendered Supreme Court judgment concerning Tryg Forsikring A/S1. The case concerned the validity of a contractual term on interest and fee changes and the question of whether Tryg Forsikring A/S had been able to implement price increases without notice with binding effect.

The Supreme Court did not find that the insurance term could be set aside as invalid, stating that the term corresponded to Section 34, subsection 1, of the Executive Order on good business practice for financial undertakings, investment associations, etc.2, which is now inserted in Section 19, subsection 1, of the Executive Order on good business practice for insurance distributors3.

The Supreme Court also did not find that the price increases in question were significant, and thus Tryg Forsikring A/S had been able to implement the changes at the main maturity without notice. Saxo Bank notes that with the judgment, the Supreme Court has indicated that not only the customer but also the financial undertaking must be taken into account when assessing the significance of the notification rules. Saxo Bank states that the terms and conditions reflect a reasonable and appropriate balance between the bank's interests and the customers' interests, when customers also have the option to terminate the customer relationship with immediate notice.

1 Supreme Court decision of 5 February 2026, case no. BS-20352/2024-HJR 2 Executive Order 2012-12-20 no. 1406 3 Executive Order 2024-12-06 no. 1557

Saxo Bank also refers to two Supreme Court decisions4 concerning Saxo Bank's own correction of some settlement rates in connection with the Swiss National Bank's unannounced abolition of the fixed exchange rate target for the Swiss franc. The cases concerned the question of whether Saxo Bank, according to the contractual basis, was entitled to correct the settlement rates vis-à-vis customers.

The Supreme Court found in both cases that Saxo Bank was entitled to correct the settlement rates vis-à-vis customers, as the initially communicated settlement rates were erroneous and clearly incorrect.

Saxo Bank states in the consultation response that a similar situation could arise if the bank's contracting parties immediately change interest rates, fees, or other circumstances vis-à-vis Saxo Bank, and if this is the case, it is reasonable that the relevant price increases are passed on to customers without notice, as it is the customers themselves who decide whether they want to trade financial instruments.

Finally, in the consultation response, Saxo Bank has inserted the changes to points 24.3 and 25.5 of the terms and conditions that the bank will make if the Danish Financial Supervisory Authority issues an order. Saxo Bank states that the wording of points 24.3 and 25.5 in the terms and conditions would then be:

"24.3 Saxo Bank has the right to change its Brokerage Fees and Charges without notice if the change is to the Customer's advantage or is justified by external circumstances over which Saxo Bank has no influence, in accordance with applicable law." "25.5 Saxo Bank may change interest rates and/or amount limits for interest calculation in General Collections and Charges without notice if the change is to the Customer's advantage or is justified by external circumstances over which Saxo Bank has no influence, in accordance with applicable law."

4 Supreme Court decision of 15 June 2023, case no. 24/2022, 38/2022 and 39/2022, and Supreme Court decision of 9 October 2019, case no. BS-47790/2018-HJR (U.2020.52)

Legal Basis

It follows from Section 43, subsection 1, of the Financial Business Act that financial undertakings must be operated in accordance with honest business practice and good practice within the scope of their business. Pursuant to Section 43, subsection 2, the Executive Order on good business practice for financial undertakings has been issued, which specifies the detailed rules thereon5.

Section 6, subsection 4, of the Executive Order has the following wording:

"In ongoing customer relationships, changes to interest rates, fees, or other remuneration to the detriment of the customer may not take place without prior notice, which must not be shorter than one month and must contain a justification for the change. However, the first sentence does not apply to changes justified by external circumstances over which the financial undertaking has no influence. In the event of significant changes in other remuneration or the collection of new remuneration, notification must be given to the customer by individual communication before the change takes effect. If the customer has the right to terminate the agreement, this must be stated in the notification, as well as the conditions under which the customer can terminate the agreement. This provision does not apply to the notification of changes in non-life and life insurance products."

The starting point in the provision is that a financial undertaking must give at least one month's notice of unilateral changes to interest rates, fees, or other remuneration to the detriment of the consumer. However, a financial undertaking may exceptionally make a change to the detriment of the consumer without notice if the change is due to external circumstances over which the financial undertaking has no influence, cf. Section 6, subsection 4, second sentence.

The term "external circumstances" is not further defined in either the Executive Order or the associated guidance6.

On 26 September 2023, the Danish Financial Supervisory Authority published a guiding statement on the Danish Financial Supervisory Authority's interpretation of Section 6, subsection 4, of the Executive Order on good business practice for financial undertakings.

It appears from the guiding statement that the Danish Financial Supervisory Authority finds that, given the overlap in the wording of the provision in Section 6, subsection 4, second sentence, of the Executive Order on good business practice for financial undertakings, and Section 53b, subsection 5, of the Financial Business Act, inspiration can be sought in the preparatory work for Section 53b when interpreting Section 6, subsection 4.

5 Executive Order 2016-04-07 no. 330 on good business practice for financial undertakings 6 Guidance 2016-09-23 no. 9971 to Executive Order 2016-04-07 no. 330 on good business practice for financial undertakings

The specific comments on Section 53b, subsection 5, of the Financial Business Act elaborate and provide examples of when external circumstances are present. The specific examples largely relate to the special characteristics applicable to mortgage loans and therefore cannot be directly transferred to other types of loans and deposits. However, the Danish Financial Supervisory Authority finds that general principles for what the legislator considers to constitute external circumstances can be derived from the examples.

From the preparatory work for Section 53b, it appears, among other things: "a change is only justified by external circumstances if the mortgage credit institution has no influence on this circumstance, and the external circumstance entails that the mortgage credit institution must change the interest rate, fee, etc., in a one-to-one relationship