Act on Financial Business

Act on Financial Business 1)

This Act on Financial Business, cf. Consolidated Act No. 650 of 9 June 2025, is hereby promulgated with the amendments that follow from Section 1, items 4, 6, 7, 17, 19, 23-27, 29, 49-51, 57, 58, 61, 65, 68, 70, 84-94, 96, 97, 101, 105-107, 110, 114, 116 and 126-131, in Law No. 712 of 20 June 2025.

The amendments that follow from Section 1, items 1, 2, 8, 9, 18, 20-22, 28, 30-36, 55, 56, 59, 60, 62-64, 66, 67, 69, 71-77, 79-83, 103, 104, 108, 109, 111-113, 115, 121, 123 and 125, in Law No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers etc., the Act on Investment Funds etc., the Money Laundering Act and various other laws (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibilities and reporting lines, clearer rules for licensing credit institutions from countries outside the EU/EEA (third countries), new supervisory authority for the Danish Financial Supervisory Authority to approve significant acquisitions of shareholdings in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening the rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information etc.), are not incorporated in this consolidated act, as these enter into force on 1 January 2026, cf. Section 22, subsection 4, in Law No. 712 of 20 June 2025.

The Act contains provisions that implement Council Directive 86/635/EEC of 8 December 1986 (Banking Accounting Directive), Official Journal of the European Communities 1986, No. L 372, page 1, Council Directive 89/117/EEC of 13 February 1989 (Publication of annual accounts documents for branches from non-member countries), Official Journal of the European Communities 1989, No. L 44, page 40, Council Directive 91/674/EEC of 19 December 1991 (Insurance Accounting Directive), Official Journal of the European Communities 1991, No. L 374, page 7, Directive 95/26/EC of the European Parliament and of the Council of 29 June 1995 (BCCI Directive), Official Journal of the European Communities 1995, No. L 168, page 7, Directive 2001/24/EC of the European Parliament and of the Council of 4 April 2001 (Banking Resolution Directive), Official Journal of the European Communities 2001, No. L 125, page 15, Directive 2002/13/EC of the European Parliament and of the Council of 5 March 2002 (Solvency I Directive), Official Journal of the European Communities 2002, No. L 77, page 17, Directive 2002/87/EC of the European Parliament and of the Council of 16 December 2002 (Conglomerates Directive), Official Journal of the European Union 2003, No. L 35, page 1, parts of Directive 2006/31/EC of the European Parliament and of the Council of 5 April 2006 (Deferral Directive), Official Journal of the European Union 2006, No. L 114, page 60, Directive 2007/44/EC of the European Parliament and of the Council of 5 September 2007 (Shareholding Directive), Official Journal of the European Union 2007, No. L 247, page 1, parts of Directive 2007/64/EC of the European Parliament and of the Council of 13 November 2007 (Payment Services Directive), Official Journal of the European Union 2007, No. L 319, page 1, parts of Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 (UCITS Directive), Official Journal of the European Union 2009, No. L 302, page 32, parts of Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 (Solvency II Directive), Official Journal of the European Union 2009, No. L 335, page 1, Commission Directive 2010/43/EU of 1 July 2010, Official Journal of the European Union 2010, No. L 176, page 42, parts of Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 (CRD IV), Official Journal of the European Union 2013, No. L 176, page 338, parts of Directive 2014/49/EU of the European Parliament and of the Council of 16 April 2014 (DGSD), Official Journal of the European Union 2014, No. L 173, page 149, parts of Directive 2014/50/EU of the European Parliament and of the Council of 16 April 2014, Official Journal of the European Union 2014, No. L 128, page 1, parts of Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 on a framework for the recovery and resolution of credit institutions and investment firms (BRRD), parts of Directive 2014/65/EU of the
European Parliament and of the Council of 15 May 2014 (MiFID II), Official Journal of the European Union 2014, No. L 173, page 349, parts of Directive 2014/91/EU of the European Parliament and of the Council of 23 July 2014 (UCITS V Directive), Official Journal of the European Union 2014, No. L 257, page 186, parts of Directive 2015/849/EU of the European Parliament and of the Council of 20 May 2015 (4th Money Laundering Directive), Official Journal of the European Union 2015, No. L 141, page 73, parts of Directive 2018/843/EU of the European Parliament and of the Council of 30 May 2018, Official Journal of the European Union 2018, No. L 156, page 43, parts of Directive 2016/97/EU of the European Parliament and of the Council of 20 January 2016, Official Journal of the European Union 2016, No. L 26, page 19, parts of Directive (EU) 2019/878 of the European Parliament and of the Council of 20 May 2019, Official Journal of the European Union 2019, No. L 150, page 253, parts of Directive 2017/828/EU of the European Parliament and of the Council of 17 May 2017, Official Journal of the European Union 2017, No. L 132, page 1, parts of Directive 2019/879/EU of the European Parliament and of the Council of 20 May 2019 (BRRD II), Official Journal of the European Union 2019, No. L 150, page 296, parts of Directive 2017/828/EU of the European Parliament and of the Council of 17 May 2017, Official Journal of the European Union 2017, No. L 132, page 1, parts of Directive 2019/1160/EU of the European Parliament and of the Council of 20 June 2019, Official Journal of the European Union 2019, No. L 188, page 106, parts of Directive (EU) 2019/2162 of the European Parliament and of the Council of 27 November 2019 on the issue of covered bonds and public supervision of covered bonds and amending Directives 2009/65/EC and 2014/59/EU, Official Journal of the European Union 2019, No. L 328, page 29, parts of Commission Delegated Directive (EU) 2021/1270 of 21 April 2021 amending Directive 2010/43/EU as regards the sustainability risks and sustainability factors to be taken into account in connection with undertakings for collective investment in transferable securities (investment undertakings), Official Journal of the European Union 2021, No. L 277, page 141, parts of Directive (EU) 2022/2555 of the European Parliament and of the Council of 14 December 2022 on measures to ensure a high common level of cybersecurity across the Union, Official Journal of the European Union 2022, No. L 333, page 80-152, and parts of Directive (EU) 2022/2556 of the European Parliament and of the Council of 14 December 2022, Official Journal of the European Union 2022, No. L 333, page 153-163, parts of Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU as regards corporate sustainability reporting, Official Journal of the European Union 2022,
No. L 322, page 15, and parts of Directive (EU) 2024/1174 of the European Parliament and of the Council of 11 April 2024 amending Directive 2014/59/EU and Regulation (EU) No 806/2014 as regards certain aspects of the minimum requirement for own funds and eligible liabilities, Official Journal of the European Union, L of 22 April 2024. The Act also includes certain provisions from Commission Regulation No 584/2010/EU of 1 July 2010, Official Journal of the European Union 2010, No. L 176, page 16, Regulation (EU) No 1092/2010 of the European Parliament and of the Council of 24 November 2010, Official Journal of the European Union 2010, No. L 331, page 1, Regulation (EU) No 1093/2010 of the European Parliament and of the Council of 24 November 2010, Official Journal of the European Union 2010, No. L 331, page 12, Regulation (EU) No 1094/2010 of the European Parliament and of the Council of 24 November 2010, Official Journal of the European Union 2010, No. L 331, page 48, Regulation (EU) No 1095/2010 of the European Parliament and of the Council of 24 November 2010, No. L 331, page 84, Regulation (EU) No 346/2013 of the European Parliament and of the Council of 17 April 2013, Official Journal of the European Union 2013, No. L 115, page 18, Regulation (EU) No 345/2013 of the European Parliament and of the Council of 17 April 2013, Official Journal of the European Union 2013, No. L 115, page 1, Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 (CRR), Official Journal of the European Union 2013, No. L 176, page 1, Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 (MiFIR), Official Journal of the European Union 2014, No. L 173, page 84, Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 (PRIIPs), Official Journal of the European Union 2014, No. L 352, page 1, Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets. According to Article 288 of the Treaty on the Functioning of the European Union, a regulation applies directly in each Member State. The reproduction of these provisions in the Act is therefore solely justified by practical considerations and does not affect the direct validity of the regulations in Denmark.

18 November 2025. No. 1390.
Ministry of Industry, Business and Financial Affairs, Danish Financial Supervisory Authority, file no. 25-017516 CQ003399

The amendments that follow from Section 1, items 100 and 102, in Law No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers etc., the Act on Investment Funds etc., the Money Laundering Act and various other laws (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibilities and reporting lines, clearer rules for licensing credit institutions from countries outside the EU/EEA (third countries), new supervisory authority for the Danish Financial Supervisory Authority to approve significant acquisitions of shareholdings in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening the rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information etc.), are not incorporated in this consolidated act, as these enter into force on 1 March 2026, cf. Section 22, subsection 5, in Law No. 712 of 20 June 2025.

The amendments that follow from Section 1, items 8, 10-16, 37, 40-48, 52-54, 99, 118, 119 and 122, in Law No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers etc., the Act on Investment Funds etc., the Money Laundering Act and various other laws (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibilities and reporting lines, clearer rules for licensing credit institutions from countries outside the EU/EEA (third countries), new supervisory authority for the Danish Financial Supervisory Authority to approve significant acquisitions of shareholdings in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening the rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information etc.), are not incorporated in this consolidated act, as these enter into force on 16 April 2026, cf. Section 22, subsection 6, in Law No. 712 of 20 June 2025.

The amendments that follow from Section 1, items 117, 120 and 124, in Law No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers etc., the Act on Investment Funds etc., the Money Laundering Act and various other laws (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibilities and reporting lines, clearer rules for licensing credit institutions from countries outside the EU/EEA (third countries), new supervisory authority for the Danish Financial Supervisory Authority to approve significant acquisitions of shareholdings in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening the rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information etc.), are not incorporated in this consolidated act, as these enter into force on 2 July 2026, cf. Section 22, subsection 7, in Law No. 712 of 20 June 2025.

The amendments that follow from Section 1, items 3 and 5, in Law No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers etc., the Act on Investment Funds etc., the Money Laundering Act and various other laws (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibilities and reporting lines, clearer rules for licensing credit institutions from countries outside the EU/EEA (third countries), new supervisory authority for the Danish Financial Supervisory Authority to approve significant acquisitions of shareholdings in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening the rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information etc.), are not incorporated in this consolidated act, as these enter into force on 1 January 2027, cf. Section 22, subsection 9, in Law No. 712 of 20 June 2025.

The amendment that follows from Section 1, item 98, in Law No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers etc., the Act on Investment Funds etc., the Money Laundering Act and various other laws (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibilities and reporting lines, clearer rules for licensing credit institutions from countries outside the EU/EEA (third countries), new supervisory authority for the Danish Financial Supervisory Authority to approve significant acquisitions of shareholdings in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening the rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information etc.), is not incorporated in this consolidated act, as this enters into force on 16 April 2027, cf. Section 22, subsection 10, in Law No. 712 of 20 June 2025.

The amendments that follow from Section 1, items 38, 39, 78 and 95, in Law No. 712 of 20 June 2025 on amending the Act on Financial Business, the Act on Alternative Investment Fund Managers etc., the Act on Investment Funds etc., the Money Laundering Act and various other laws (Handling of crypto exposures, preparation of ESG transition plans, new documentation requirements for institutions' management structure, allocation of responsibilities and reporting lines, clearer rules for licensing credit institutions from countries outside the EU/EEA (third countries), new supervisory authority for the Danish Financial Supervisory Authority to approve significant acquisitions of shareholdings in other companies, criminalization of the disclosure regulation, modernization of the rules in the AIF-UCITS II directive, strengthening the rules on combating national and international money laundering and establishment of a common European access point (ESAP) for submission of a number of published information etc.), are not incorporated in this consolidated act, as these enter into force on 10 January 2030, cf. Section 22, subsection 12, in Law No. 712 of 20 June 2025.

The amendments that follow from Section 4 in Law No. 1322 of 20 November 2025 on amending the Act on Credit Agreements, the Act on Marketing, the Act on Consumer Loan Businesses and various other laws (Implementation of the revised Consumer Credit Directive) are not incorporated in this consolidated act, as these enter into force on 20 November 2026, cf. Section 6, subsection 1, in Law No. 1322 of 20 November 2025.

Section I
General Provisions
Chapter 1
Scope of Application
General rules on scope of application
Section 1. This Act applies to financial businesses, cf. Section 5, subsection 1, item 1, as well as businesses covered by subsections 2-11 and 15.

Subsection 2. For financial holding companies, Sections 6, 6 a and 6 b, Section 43, subsection 1, Chapter 7, Section 64, subsection 7, 64 e, subsection 1, Sections 70, 71, 75, 79 a, 117, 175 a and 179-181, Chapter 13, Sections 344, 345, 346 and 347-348 a, Section 350, subsection 3, Section 351, subsections 1, 2 and 6-9, Sections 355 and 357, Section 361, subsection 1, items 3 and 9, and subsection 2, Section 368, subsections 2 and 3, subsection 4, item 1, and subsection 5, and Sections 369, 370, 372, 373, 373 a and 374 apply. For financial holding companies, Section 46, subsections 2 and 3, Section 64 c, subsection 5, cf. subsections 1 and 4, Sections 71 b, 77 a-77 d, 170-175, 176-178 and 182 b-182 f, Section 245 a, subsection 5, Sections 245 b and 260, Section 266, subsection 1, and Sections 271, 274-276, 310, 312, 313, 313 b and 344 d also apply. For mixed holding companies, Section 64, subsection 7, Section 260, Section 264, subsection 5, item 13, Section 266, subsection 1, Sections 271, 274-276, 344 and 345, Section 347, subsection 1, Section 351, subsections 1, 2 and 6-9, and Sections 355, 372 and 373 also apply.

Subsection 3. The Act applies to branches in this country of credit institutions and management companies that have been granted authorization in a country outside the European Union, with which the Union has not concluded an agreement in the financial area, with the deviations that the branch relationship necessitates, or as specified in or pursuant to an international agreement. The Danish Financial Supervisory Authority may lay down detailed rules on the organization of businesses covered by the first sentence, including rules on capital matters etc. The Danish Financial Supervisory Authority may lay down detailed rules that branches covered by the first sentence must carry out their activities in a subsidiary. The provisions of the Companies Act on branches of foreign limited liability companies apply to the branches mentioned in the first sentence.

Subsection 4. For branches in this country of foreign businesses that have been granted authorization to carry out the business mentioned in Sections 7-10 a in a country within the European Union or in a country with which the Union has concluded an agreement in the financial area, Sections 6, 6 a, 6 b, 30, 32, 43, 43 b, 47-48 a, 50-54, 344 and 345, Section 347, subsections 1-3, 5 and 7, and Sections 347 b, 347 c, 348, 354 a, 354 b, 360, 363 a, 368-370 and 373-374 apply with the deviations that are specified in or pursuant to international agreements. For branches in this country of credit institutions, Section 152 a, subsection 4, second sentence, applies with the deviations that are specified in or pursuant to international agreements. For branches in this country of a foreign business that has been granted authorization to carry out the business mentioned in Sections 7-10 a in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area, Section 347 a also applies with the deviations that are specified in or pursuant to international agreements. For branches and associated agents in this country of credit institutions that have been granted authorization to provide investment services or perform investment activities in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area, and which carry out such activity in this country, Sections 30, 32, 344 and 345, Section 347, subsections 1-3, 5 and 7, Sections 348, 354 a and 354 b and Section 363 b, subsections 1 and 2, apply with the deviations that are specified in or pursuant to international agreements. Section 43 and rules issued pursuant thereto apply correspondingly to situations as mentioned in the fourth sentence.

Subsection 5. For services provided in this country by credit institutions and management companies that have been granted authorization in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area, Sections 6, 6 a, 6 b, 31, 43 and 46-54, Section 347, subsection 1, and Section 348, subsection 1, apply with the deviations that are specified in or pursuant to international agreements. For services provided in this country by credit institutions that have been granted authorization to provide investment services or perform investment activities in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area, Section 31, Section 347, subsection 1, and Section 348,

18 November 2025. 3 No. 1390.

Section 1, application with the deviations provided for in or in accordance with international agreements.

Subsection 6. For services with securities trading provided in this country by credit institutions that have been granted permission in a country outside the European Union, for which the Union has not concluded an agreement in the financial area, and for which the Commission has not adopted a decision as referred to in Article 47(1) of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, or where such a decision is no longer valid, Sections 6, 6a, 6b, 33 and 43, Section 347(1), Section 348, Section 363b(4), and Section 373(3) and (5) shall apply.

Subsection 7. For services provided in this country by insurance companies that have been granted permission in a country outside the European Union, for which the Union has not concluded an agreement in the financial area, Sections 6, 6a, 6b and 37 shall apply.

Subsection 8. Chapter 20 shall apply to savings institutions.

Subsection 9. Chapter 20b shall apply to credit rating agencies.

Subsection 10. Chapter 20f shall apply to CO2 quota traders.

Subsection 11. Chapter 20h shall apply to STS certification bodies.

Subsection 12. Provisions on the board of directors or members thereof in Section 5(1)(6), Section 77(1) and (3), Section 78(1)(1), Section 98, Section 144(1), Section 199(10) and (11), and Sections 203, 209 and 247 shall in SE companies with a two-tier management system only apply to the supervisory body or members thereof with the necessary adaptations.

Subsection 13. Chapter 20a shall apply to crowdfunding service providers.

Subsection 14. Chapter 19b shall apply to natural and legal persons and other undertakings involved in the issuance, offer to the public and admission to trading of crypto-assets, or which provide services in connection with crypto-assets.

Subsection 15. Chapter 19c shall apply to operators of financial digital infrastructure.

Subsection 16. Provisions on the board of directors or members thereof and provisions on management in Section 14(1)(2), Sections 64, 65, 73-75, 80 and 117, Section 124(1) and (4), Section 179(2), Section 180(2), Sections 184, 185 and 233, Section 346(2) and (3), Section 349(2)(2), Section 351, Section 355(2)(8) and (3), and Sections 356 and 373-374 shall in SE companies with a two-tier management system, in addition to the management body and its members, also apply to the supervisory body or members thereof with the necessary adaptations.

Subsection 17. For suppliers and sub-suppliers to outsourcing undertakings, cf. Section 5(1)(21) and (22), Sections 6, 6a and 6b and Section 347(1) and (6) shall apply.

Subsection 18. For fund brokerage companies covered by Article 1(2) and (5) of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms and for fund brokerage companies covered by Section 236 of the Act on Fund Brokerage Companies and Investment Services and Activities, the provisions implementing Title VII and VIII of Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions shall apply.

Subsection 19. For credit institutions that are simultaneously granted permission as central counterparties (CCPs) in accordance with Article 14 of Regulation (EU) No 648/2012 of 4 July 2012 on OTC derivatives, central counterparties and trade repositories, Sections 71a-71c, 177a, 177b, 182b-182f and 224a and Chapters 15a, 17 and 17a of this Act shall not apply.

Sections 2-4. (Repealed)

Chapter 2
Definitions

Section 5. In this Act, the following terms are understood as:

Financial undertakings:
a) Credit institutions. b) Mortgage credit institutions. c) Investment management companies.
Credit institution:
a) An undertaking whose business is to receive deposits or other repayable funds from the public and to grant credits for its own account. b) An undertaking which carries out all the activities referred to in Section A, points 3 and 6, of Annex 1 to the Act on Fund Brokerage Companies and Investment Services and Activities, if one of the following conditions applies, but the undertaking is not a commodity or emission quota trader, a collective investment undertaking or an insurance company:
i) The total value of the undertaking's consolidated assets amounts to or exceeds EUR 30 billion. ii) The total value of the undertaking's assets is less than EUR 30 billion, and the undertaking is part of a group where the total value of the consolidated assets of all the undertakings in the group, which individually have total assets of less than EUR 30 billion, and which carry out one or more of the activities referred to in Section A, points 3 and 6, of Annex 1 to the Act on Fund Brokerage Companies and Investment Services and Activities, amounts to or exceeds EUR 30 billion, cf. however subsection 8. iii) The total value of the undertaking's assets is less than EUR 30 billion, and the undertaking is part of a group where the total value of the consolidated assets of all the undertakings in the group, which carry out one or more of the activities referred to in Section A, points 3 and 6, of Annex 1 to the Act on Fund Brokerage Companies and Investment Services and Activities, amounts to or exceeds EUR 30 billion, if the competent authority in consultation with the supervisory college decides this to take into account potential risks of circumvention and potential risks to financial stability in the Union, cf. however subsection 8.
Investment services and investment activities: Activities referred to in Annex 1, Section A, of the Act on Fund Brokerage Companies and Investment Services and Activities in connection with the instruments referred to in the same Act's Annex 2.
Management company: A company that can manage UCITS (in Denmark: investment management company).
Finance company: An undertaking that is not a credit institution, a fund brokerage company, cf. the Act on Fund Brokerage Companies and Investment Services and Activities, or a pure industrial holding company, and whose main business consists of acquiring capital shares or carrying out one or more of the activities specified in Annex 2, points 2-12 and 15.
Parent undertaking: An undertaking that has one or more subsidiary undertakings.
Subsidiary undertaking:
a) An undertaking over which a parent undertaking has dominant influence, or b) a credit institution that is permanently linked to a central body, the central body and its respective subsidiary undertakings, cf. letter a, for the purpose of applying Sections 259-267h and 269-271 to resolution groups, cf. point 56, letter b, with regard to which businesses in the resolution group must meet a requirement for liabilities eligible for write-down, cf. Section 266.
Group: A parent undertaking and its subsidiary undertakings, cf. Section 5a.
Financial holding company:
a) A parent undertaking that is not a financial undertaking in a group where at least one of the subsidiary undertakings in the group is a financial undertaking, and where at least 40 percent of the total balance sheet for the group and the parent undertaking's associated undertakings relates to the financial sector, cf. however subsection 7. b) A parent undertaking whose business exclusively or mainly consists of holding capital shares in subsidiary undertakings that are financial undertakings or finance companies. Subsidiary undertakings are mainly financial undertakings or finance companies if at least one is a financial undertaking and more than 50 percent of the parent undertaking's consolidated assets are linked to subsidiary undertakings that are financial undertakings or finance companies. A parent undertaking as mentioned in the first sentence is not a financial holding company if the financial subsidiary undertakings in the group are exclusively insurance businesses.
Credit institution holding company: A parent undertaking whose business exclusively or mainly consists of holding capital shares in subsidiary undertakings that are credit institutions or finance companies, and where the group's main business is to operate credit institution business.
Mortgage credit holding company: A parent undertaking whose business exclusively or mainly consists of holding capital shares in subsidiary undertakings that are credit institutions or finance companies, and where the group's main business is to operate mortgage credit institution business.
Investment management holding company: A parent undertaking whose business exclusively or mainly consists of holding capital shares in subsidiary undertakings that are credit institutions or finance companies, and where the group's main business is to operate investment management business.
Associated undertaking: An undertaking in which a financial undertaking and its subsidiary undertakings hold capital shares and exercise significant influence on its operational and financial management, but which is not a subsidiary undertaking of the financial undertaking. A financial undertaking and its subsidiary undertakings are presumed to exercise significant influence if they together hold 20 percent or more of the voting rights.
Exposure: The sum of all claims on a customer or a group of interconnected customers that entails a credit risk for the undertaking, and capital shares issued by the customer or by one among a group of interconnected customers. As far as provisions on exposures in Sections 78 and 182 are concerned, the following claims are excluded:
a) In respect of foreign exchange transactions: Claims arising in connection with the normal settlement of a transaction, for a period of 48 hours after payment has taken place. b) In respect of purchase or sale of transferable securities: Claims arising in connection with the normal settlement of a transaction, for a period of 5 working days after payment has taken place or the transferable securities have been delivered, whichever date is earlier. c) In respect of payment intermediation, including the execution of payment orders, clearing and settlement of transferable securities in any currency and correspondent bank or offer of clearing, settlement and deposit of financial instruments to customers: Claims relating to delayed receipt of financing and other claims arising as a result of customer activity, and which do not last longer than the following working day. d) In respect of payment intermediation, including the execution of payment orders, clearing and settlement of transferable securities in any currency and correspondent bank: Intraday claims with institutions providing these services.
Close links:
a) Direct or indirect links of the type specified in point 8, b) capital interests, understood as an undertaking's direct or indirect holding of 20 percent or more of the voting rights or capital in an undertaking, or c) several undertakings or persons' common link, cf. letter a, with an undertaking.
Zone A countries: Member states of the EU, other countries that are full members of the Organisation for Economic Co-operation and Development (OECD), and other countries that have concluded special loan agreements with the International Monetary Fund (IMF) and are attached to the General Arrangements to Borrow. A country that, as a result of inability to pay, restructures its foreign state debt is excluded from Zone A for a period of 5 years.
Branch: A division that legally constitutes a non-independent part of a credit institution or management company, and which carries out business of the type that the undertaking is permitted to carry out.
Multilateral Trading Facility (MTF): Any system or facility where the buy and sell interests of various third parties in financial instruments can be brought together, and which is operated in accordance with the rules in Chapters 17, 18, 20, 22 and 23 of the Capital Markets Act.
Outsourcing: Any arrangement between an undertaking and a supplier, under which the supplier carries out a process, a service or an activity that the undertaking would otherwise carry out itself. For insurance companies, outsourcing is defined as an arrangement of any kind between an insurance company and a service provider, where the service provider either directly or through re-outsourcing carries out a process, a service or an activity that the insurance company would otherwise have carried out itself.
Outsourcing undertaking: A financial undertaking that outsources activities to a supplier.
Supplier: An undertaking that handles outsourced tasks for the outsourcing undertaking.
Re-outsourcing: A supplier's outsourcing of tasks that it handles in accordance with an agreement with the outsourcing undertaking, to a sub-supplier and the sub-supplier's possible re-outsourcing of the tasks to the next link in the chain of sub-suppliers and possible re-outsourcing to other links in the chain of sub-suppliers.
UCITS: An investment undertaking that has permission in accordance with rules implementing the UCITS Directive, and which may be established pursuant to Article 1(3):
a) in accordance with an agreement as investment funds administered by investment management companies or management companies (in Denmark: investment funds), b) as trusts (unit trusts) or c) in accordance with statutes as investment companies (in Denmark: investment companies and companies for investment with variable capital (SICAVs)).
Competent authorities: The national authorities that are empowered by law or other regulations to exercise supervision over the types of undertakings covered by this Act.
Benchmark: A published interest rate calculated by applying a formula based on a number of independent submitters' individual reports in accordance with agreement or regulations thereon, and which is intended to form the basis for an agreed interest rate setting between credit institutions or between credit institutions and their customers.
Combined capital buffer requirement: The total own core capital necessary to meet the requirement for a capital conservation buffer, cf. point 27, increased with a company-specific countercyclical capital buffer, cf. point 31, a SIFI buffer, cf. point 31, a G-SIFI buffer, cf. point 34, and a systemic buffer, cf. point 36, cf. however Section 125e(2).
Capital conservation buffer: The capital base that an undertaking must maintain in accordance with Section 125a(3).
Company-specific countercyclical capital buffer: The capital base that an undertaking must maintain in accordance with Section 125a(4).
Countercyclical buffer rate: The rate that undertakings must use to calculate their company-specific countercyclical capital buffer, and which is set in accordance with Section 125f(1)-(3), (5) and (6).
Company-specific countercyclical capital buffer rate: The weighted average of the countercyclical buffer rates that apply to the countries where an undertaking's relevant credit exposures are located, cf. Section 125f(1)-(3), (5) and (6).
SIFI buffer: The capital base that a systemically important financial institution (SIFI), cf. Section 308, must maintain in accordance with Section 125a(5), on an individual, sub-consolidated and consolidated basis.
SIFI buffer rate: The rate that a systemically important financial institution (SIFI) must use to calculate its SIFI buffer, and which is set in accordance with Section 125g.
Leverage ratio buffer: The capital base that a global systemically important financial institution (G-SIFI) must maintain in accordance with Article 92(1a) of the Regulation on prudential requirements for credit institutions and investment companies of the European Parliament and of the Council.
G-SIFI buffer: The capital base that a global systemically important financial institution (G-SIFI), cf. Section 310, must maintain in accordance with Section 125a(6), on a consolidated basis.
G-SIFI buffer rate: The rate that a global systemically important financial institution (G-SIFI) must use to calculate its G-SIFI buffer, and which is set in accordance with Section 125g.
Systemic buffer: The capital base that an undertaking must maintain in accordance with Section 125a(7).
Systemic buffer rate: The rate that an undertaking must use to calculate its systemic buffer, and which is set in accordance with Section 125h.
Variable remuneration: Remuneration schemes where part of the remuneration is not known in advance, including bonus schemes, performance contracts, one-off payments and other similar schemes that are not part of the fixed remuneration.
Mixed holding company: A parent undertaking that is not a financial holding company or a credit institution or a mortgage credit institution, in a group where at least one subsidiary undertaking in the group is a credit institution or a mortgage credit institution.
Beneficial owner: Natural person who ultimately directly or indirectly owns or controls a sufficient part of the shares or voting rights, or who exercises control by other means.
Mortgage-like loan: A loan that at the time of borrowing has an agreed term of more than 10 years and a principal of at least DKK 100,000. Furthermore, the loan must have a mortgage in a owner-occupied house, a holiday house or a farm that can be mortgaged in accordance with the rules for owner-occupied houses and holiday houses, located in Denmark, and the loan must at the time of borrowing lie within the loan limits that follow from Section 5, or have been granted pursuant to Section 7 of the Act on Mortgage Loans and Mortgage Bonds etc., and it must be able to lie as security for specially secured bonds or bonds that can be described as specially secured bonds.
Accessory service: Services as referred to in Annex 1 to the Act on Fund Brokerage Companies and Investment Services and Activities.
Execution of orders for investors' account: Entering into agreements for the purchase or sale on behalf of investors of one or more financial instruments.
Trading for own account: Trading over own inventory, which results in transactions with one or more financial instruments.
Financial instrument: Instruments as referred to in Annex 2 to the Act on Fund Brokerage Companies and Investment Services and Activities, including such instruments that are issued using distributed ledger technology.
Derivative: Derivative as defined in Article 2(1)(29) of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.
Structured deposit: Deposit as defined in Article 2(1)(3)(c) of Directive 2014/49/EU of the European Parliament and of the Council on deposit guarantee schemes, which shall be repaid in full at maturity under provisions that any interest or premium is paid or is at risk after a formula that includes factors such as an index or a combination of indices, except for deposits with variable interest, the return of which is directly linked to an interest index such as EURIBOR or LIBOR, a financial instrument or a combination of financial instruments, a commodity or a combination of commodities or other material or intangible non-transferable assets or an exchange rate or a combination of exchange rates.
STS certification body: A legal person covered by Article 28 of Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation, which checks and declares whether a securitisation meets the criteria in Article 19-22, 23-26 or 26b-26e of the STS Regulation.
Intermediary: An undertaking that has permission in accordance with this Act to carry out activities referred to in Annex 1, Section A, point 4, of the Act on Fund Brokerage Companies and Investment Services and Activities, when the undertaking provides services in relation to the custody of shares with voting rights in companies that have shares admitted to trading on a regulated market.
Capital manager: An undertaking that has permission in accordance with this Act to carry out activities referred to in Annex 1, Section A, point 4, of the Act on Fund Brokerage Companies and Investment Services and Activities, when the undertaking provides services in relation to the portfolio management of shares with voting rights in companies that have shares admitted to trading on a regulated market.
Advisory proxy: A financial undertaking that on a professional and commercial basis analyses information from listed companies, and, if relevant, other information with a view to enabling investors to make informed decisions in connection with voting in the relevant companies by providing studies, advice or recommendations relating to the exercise of shareholders' voting rights.
Liabilities eligible for write-down: Liabilities that are covered by bail-in, and which are covered by Section 267a(1) or Section 267e.
Subordinated liabilities eligible for write-down: Instruments that meet the conditions in Article 72a, Article 72b(1) and (2), and Article 72c of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions.
Resolution entity:
a) An undertaking that is covered by resolution measures in a resolution plan prepared in accordance with Section 259. b) An undertaking that is covered by resolution measures in a group resolution plan prepared in accordance with Section 260.
Resolution group:
a) A resolution entity and its subsidiary undertakings. A subsidiary undertaking is not covered by a resolution group if i) the subsidiary undertaking itself is a resolution entity,

ii) the subsidiary is a subsidiary of another resolution entity or iii) the subsidiary is established in a third country, unless the subsidiary is included in the resolution group in accordance with the resolution plan. b) Credit institutions that are permanently affiliated with a central body, and the central body, when at least one credit institution or the central body is a resolution entity. The subsidiaries of the credit institutions and the central body are also covered by the resolution group.
56) Liquidation entity:
a) An undertaking that, according to a resolution plan drawn up in accordance with Section 259, is to be placed into insolvency proceedings. b) An undertaking that, according to a group resolution plan drawn up in accordance with Section 260, is to be placed into insolvency proceedings. c) An undertaking in a resolution group that is not a resolution entity and is covered by a group resolution plan drawn up in accordance with Section 260, for which no exercise of write-down or conversion powers is determined, cf. Section 24 of the Act on Restructuring and Resolution of Certain Financial Undertakings.
57) Gender-neutral pay policy: A pay policy based on equal pay for the same work or work of equal value regardless of the employee's gender.
58) Sustainability risk: Sustainability risk as defined in Article 2, point 22, of Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector.
59) Outgoing net cash flows: All outgoing payment flows that fall due on a day, including principal and interest payments as well as payments under derivative contracts linked to the issuance of special covered bonds, minus all incoming payment flows that fall due on the same day for claims related to the covering assets.
60) Severance pay: Any form of payment to which the recipient acquires rights in connection with their departure, and which does not
a) constitute salary or the value of employee benefits during the notice period, b) constitute reasonable compensation for assuming non-compete clauses or client clauses, or c) follow from mandatory legislation.
Subsection 2. By capital interests is meant a company's direct or indirect holding of 20 percent or more of the voting rights or capital in a company.
Subsection 3. By qualified holding is meant a direct or indirect holding of at least 10 percent of the capital or voting rights, or a holding that enables the exercise of significant influence over the management of the financial undertaking or the financial holding company.
Subsection 4. By capital shares is meant shares in limited liability companies (shares), in private limited companies (partnership shares), and in the equity capital of other companies.
Subsection 5. In the calculation of voting rights and rights to appoint or dismiss members of management bodies, rights held by both the parent company and its subsidiaries are included.
Subsection 6. In this Act, the following are understood:

Solvency requirements in accordance with Section 124, subsection 3, and Section 126 a, subsection 7.
Solvency needs in accordance with Section 124, subsections 1 and 2, and Section 126 a, subsection 1.
Minimum capital requirements in accordance with Sections 124 and 126 a.
Capital base in accordance with Section 126 a, subsection 9, Article 4, subsection 1, point 118, of Regulation (EU) No 575/2013 on prudential requirements for credit institutions and rules established pursuant to Section 128, subsections 1 and 2.
Common equity tier 1 capital in accordance with Article 50 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and rules established pursuant to Section 128, subsections 1 and 2.
Tier 1 capital in accordance with Article 25 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and rules established pursuant to Section 128, subsections 1 and 2.
Additional tier 1 capital in accordance with Article 71 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and rules established pursuant to Section 128, subsections 1 and 2.
Hybrid tier 1 capital in accordance with Article 61 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and rules established pursuant to Section 128, subsections 1 and 2.
Additional tier 1 capital instruments in accordance with Article 63 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and rules established pursuant to Section 128, subsections 1 and 2.
Total risk exposure in accordance with Article 92, subsection 3, Article 95, subsection 2, Article 96, subsection 2, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and rules established pursuant to Section 142, subsection 1.
Subsection 7. A parent company that has been covered by subsection 1, point 9, letter a, is still considered a financial holding company if at least 35 percent of the total balance sheet total of the group and the parent company's associated companies relates to the financial sector. The first sentence does not apply, however, if the total balance sheet total mentioned in the first sentence has been below 40 percent for 3 consecutive years. Subsection 8. If the company is part of a third-country group, the total assets of each branch of the third-country group that has been granted permission in the Union are included in the calculation of the total value of the assets of all the group's companies in accordance with subsection 1, point 2, letter b, points ii and iii. Subsection 9. The Danish Financial Supervisory Authority may establish detailed rules regarding the items mentioned in subsection 1, point 14, letters c and d. 18 November 2025. 8 No. 1390.

Groups
Section 5 a. A parent company together with one or more subsidiaries constitutes a group. A company can only have one direct parent company. If several companies meet one or more of the criteria in Section 5 b, it is solely the company that actually exercises decisive influence over the company's economic and operational decisions that is considered the parent company.
Section 5 b. Decisive influence is the power to direct the economic and operational decisions of a subsidiary.
Subsection 2. Decisive influence with regard to a subsidiary exists when the parent company directly or indirectly through a subsidiary owns more than half of the voting rights in a company, unless it can clearly be demonstrated in special cases that such ownership does not constitute decisive influence.
Subsection 3. If a parent company does not own more than half of the voting rights in a company, decisive influence exists if the parent company has

control over more than half of the voting rights by virtue of an agreement with other investors,
the power to direct the financial and operational affairs of a company in accordance with a statute or agreement,
the power to appoint or dismiss the majority of the members of the highest management body and this body holds decisive influence over the company, or
control over the actual majority of votes at the general meeting or in a corresponding body and thereby holds the actual decisive influence over the company.
Subsection 4. The existence and effect of potential voting rights, including subscription rights and purchase options on capital shares, which can currently be exercised or converted, must be taken into account when assessing whether a company has decisive influence.
Subsection 5. In the calculation of voting rights in a subsidiary, voting rights linked to capital shares held by the subsidiary itself or its subsidiaries are disregarded.
Chapter 2 a
Communication
Section 6. The Minister for Business Affairs may establish rules stating that written communication to and from the Danish Financial Supervisory Authority, the Minister for Business Affairs, and the Danish Business Authority regarding matters covered by this Act or rules issued pursuant to this Act, must be conducted digitally.
Subsection 2. The Minister for Business Affairs may establish detailed rules on digital communication, including the use of specific IT systems, special digital formats, and digital signatures, etc.
Section 6 a. A digital message is considered to have been received when it is available to the addressee of the message.
Section 6 b. Where it is required by this Act or by rules issued pursuant to this Act that a document issued by entities other than a public authority, cf. Section 6, subsection 1, must be signed, this requirement can be fulfilled by using a technique that ensures unique identification of the person who issued the document, cf. however subsection 2. Such documents are equated with documents with a personal signature.
Subsection 2. The Minister for Business Affairs may establish detailed rules on derogation from the signature requirement. It may be specified that the requirement for a personal signature cannot be derogated from for certain types of documents.
Section II
Permission, exclusive right, business area and foreign institutions
Chapter 3
Permission, exclusive right, etc.
Permission for credit institutions, mortgage credit institutions and investment management companies
Section 7. Undertakings that carry on business consisting of receiving deposits or other funds repayable from the public and granting loans for their own account, but not on the basis of the issuance of mortgage bonds, cf. Section 8, subsection 3, must have permission as a credit institution. Credit institutions may only carry on business as mentioned in Annex 1 as well as business under Sections 24-26. Credit institutions may provide or perform investment services and activities covered by Annex 1, Section A, of the Act on Securities Companies and Investment Services and Activities. In the provision or performance of investment services and activities by credit institutions, Section 28, Section 30, subsection 4, Sections 45-48, 67 and 94, Section 95, subsections 1-5 and 7, and Sections 96, 108 and 243 and rules issued pursuant thereto as well as Chapters 22-27 of the Act on Securities Companies and Investment Services and Activities apply. Undertakings that meet the conditions in Section 5, subsection 1, point 2, letter b, must have permission as a credit institution.
Subsection 2. The following have the exclusive right to receive deposits and other funds repayable from the public:
Credit institutions.
Foreign credit institutions that meet the conditions in Section 1, subsection 3, or Sections 30 or 31.
Savings banks.
The State.
Danmarks Nationalbank.
Subsection 3. The following may receive other funds repayable from the public, other than deposits:
Mortgage credit institutions.
A ship financing institution.
KommuneKredit.
Project owners, provided that the funds received are received as part of a crowdfunding offer covered by the rules in Regulation (EU) No 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for business.
18 November 2025. 9 No. 1390.
Undertakings, provided that the receipt of other funds repayable or lending business is not a significant part of the undertaking's operations.
Subsection 4. Credit institutions, the State, and foreign credit institutions that meet the conditions in Section 1, subsection 3, and Sections 30 or 31, have the exclusive right to offer themselves as receivers of deposits by addressing the public.
Subsection 5. Credit institutions have the exclusive right to use the terms "bank", "savings bank" or "cooperative bank" respectively in their name. Other companies, except banks established by law, must not use names or designations for their business that are suitable to create the impression that they are credit institutions. A credit institution must not describe its business in a way that is suitable to create the impression that it is the country's national bank. Subsection 6. Credit institutions must use the terms "bank", "savings bank" or "cooperative bank" respectively in their name, cf. however subsection 7. The Companies Act Section 2, subsections 2-4, Sections 3 and 347, apply mutatis mutandis to savings banks and cooperative banks. Subsection 7. A limited liability company that, pursuant to the rules in Sections 207-213, takes over a cooperative bank or a savings bank, is entitled to describe itself as a cooperative bank or savings bank, provided that the word "limited liability company" or abbreviations derived therefrom must be added to the name. Subsection 8. A company applying for permission under subsection 1 must have a share capital of at least an amount corresponding to 5 million euros.
Section 8. Undertakings that grant loans secured by registered mortgage on real estate on the basis of the issuance of mortgage bonds must have permission as a mortgage credit institution and permission to issue mortgage bonds. Mortgage credit institutions may only carry on business as mentioned in Annex 3 as well as business under Sections 24-26, cf. however subsection 2.
Subsection 2. Mortgage credit institutions that have permission under subsection 1 may carry on the activities mentioned in Annex 1, Section A, points 1 and 2, of the Act on Securities Companies and Investment Services and Activities, insofar as they concern mortgage bonds, special covered bonds, special covered mortgage bonds and instruments derived therefrom, and the activities mentioned in Annex 1, Section A, point 3, as well as the activities mentioned in Annex 1, Section A, point 5, when investment advice is provided in connection with and as a prerequisite for customers' borrowing, redemption, refinancing or restructuring of a loan secured by registered mortgage on real estate. In the provision or performance of investment services and activities by mortgage credit institutions, Section 28, Section 30, subsection 4, Sections 45-48, 67 and 94, Section 95, subsections 1-5 and 7, Sections 96, 108 and 243 and rules issued pursuant thereto as well as Chapters 22-27 of the Act on Securities Companies and Investment Services and Activities apply. Subsection 3. Mortgage credit institutions and foreign credit institutions that meet the conditions for this in the Act on Mortgage Loans and Mortgage Bonds, etc., have the exclusive right to issue mortgage bonds. Subsection 4. Financial instruments other than mortgage bonds must not bear this designation or designations suitable to create the impression that they are mortgage bonds. Mortgage bonds may bear the designation European Covered Bond. Subsection 5. Mortgage credit institutions have the exclusive right to use designations such as "mortgage credit institution", "mortgage credit limited liability company", "credit association" or "mortgage fund" in their name. KommuneKredit may, however, continue to use the designation Kreditforeningen af Kommuner i Danmark. Other companies must not use names or designations for their business that are suitable to create the impression that they are mortgage credit institutions. Subsection 6. Mortgage credit institutions that have been converted into limited liability companies and which have previously used designations such as "credit association", "mortgage fund" or "real loan fund" in their name, must add the word "limited liability company" or abbreviations derived therefrom after the name. Subsection 7. A company applying for permission under subsection 1 must have a share capital of at least an amount corresponding to 5 million euros. Sections 9–9 b. (Repealed)
Section 10. Undertakings must have permission as an investment management company to carry out the daily management of investment funds and administer other UCITS, cf. Annex 6. Investment management companies may otherwise only carry on business as mentioned in subsection 2 and Sections 10 a, 10 b and 28.
Subsection 2. Investment management companies that provide investment services covered by Annex 1, Section A, points 4, 5 and 10, and Section B, point 4, of the Act on Securities Companies and Investment Services and Activities as a regular occupation or on a professional basis, must have permission. Activities covered by Annex 1, Section A, points 4 and 5, may be provided with instruments covered by Annex 2 of the Act on Securities Companies and Investment Services and Activities. Activities covered by Annex 1, Section A, point 10, may only be provided with instruments covered by Annex 2, point 3. Permission to provide activities covered by Annex 1, Section A, points 5 and 10, may only be granted in connection with permission for activity covered by Annex 1, Section A, point 4. The permission must indicate the activities in Annex 1 that the permission covers. Subsection 3. In the provision and performance of investment services and activities by investment management companies, Sections 45-48, 67 and 94, Section 95, subsections 1-5 and 7, and Sections 96, 108 and 243 and rules issued pursuant thereto as well as Chapters 22-27 of the Act on Securities Companies and Investment Services and Activities apply. Subsection 4. Investment management companies may be registered as managers of European Social Entrepreneurship Funds pursuant to Regulation (EU) No 346/2013 of the European Parliament and of the Council of 17 April 2013 on European Social Entrepreneurship Funds. Subsection 5. Investment management companies may be registered as managers of Qualified Venture Capital Funds pursuant to Regulation (EU) No 345/2013 of the European Parliament and of the Council of 17 April 2013 on European Venture Capital Funds. Subsection 6. Investment management companies and administration companies that meet the conditions in Section 1, subsection 3, and Sections 18 November 2025. 10 No. 1390.

30 or 31, have the exclusive right to carry out the daily management of investment funds and administer other UCITS.
Subsection 7. An investment management company must have a share capital of at least an amount corresponding to the value of 125,000 euros. However, an investment management company that must be a member of a regulated market or store and manage the instruments mentioned in Annex 2, point 3, of the Act on Securities Companies and Investment Services and Activities, including being a member of a securities central or a clearing central where the company participates in clearing and settlement, must have a share capital of at least an amount corresponding to the value of 730,000 euros.
Section 10 a. An investment management company may, in addition to the activities that the company may carry out under this Act, manage one or more alternative investment funds, provided that the company has permission for this pursuant to Section 11 of the Act on Managers of Alternative Investment Funds, etc.
Section 10 b. An investment management company may provide services with crypto-assets as specified in Article 60, subsection 5, of Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets corresponding to the services that it has been granted permission to under Section 10, if the company notifies the Danish Financial Supervisory Authority at least 40 working days before these services are provided for the first time. The notification must be accompanied by the information referred to in Article 60, subsection 7, of Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets.
Section 11. (Repealed)
Section 12. Banks, mortgage credit institutions and investment management companies must be limited liability companies. Cooperative banks must be cooperative companies, cf. however Section 207. Savings banks must be self-governing institutions, cf. however Section 207. Insurance companies must be limited liability companies, mutual companies or cross-life pension funds.
Subsection 2. The financial companies mentioned in subsection 1 must have a board of directors and a management board.
Subsection 3. A cooperative bank that, at the time when the cooperative bank becomes covered by Section 85 a, has not set the voting right restriction to state that each shareowner has 1 vote in accordance with the statutes, is not considered a cooperative company.
Section 13. The share capital in financial companies and the share or partnership capital in financial holding companies must be fully paid in. Intangible assets cannot be used to pay in share capital.
Subsection 2. In credit institutions, investment management companies, mortgage credit institutions, and financial holding companies, division of the share capital or partnership capital into classes with different voting value cannot take place, cf. however subsection 3.
Subsection 3. In mortgage credit institutions that have been converted into limited liability companies, and where a foundation or association established in connection with the conversion is the main shareholder, the statutes may provide for a division of the institution's share capital into share classes with and without voting rights. All shares with voting rights must have the same voting value. Subsection 4. If a mortgage credit institution that has been converted into a limited liability company, and where a foundation or association established in connection with the conversion is the main shareholder, issues non-voting shares, cf. subsection 3, the Companies Act Section 73 on redemption rights for minority shareholders and the Companies Act Section 70 on redemption rights for major shareholders do not apply to these shares. If the mortgage credit institution has one or more share classes admitted to trading on a regulated market or an alternative market place and a shareholding is transferred as part of a takeover bid, the first sentence does not apply. Subsection 5. A financial company must not acquire its own shares for consideration as property or pledge, if the nominal value of the company's and its subsidiaries' total holding of shares in the company as a result of the acquisition will exceed 10 percent. The permitted holding of own shares includes shares acquired by a third party in their own name, but for the company's account. Subsection 6. The Danish Financial Supervisory Authority may establish rules for own issued instruments that can be included in the capital base, including rules on redemption and acquisition of own issued instruments for investment management companies and for financial holding companies that are not covered by Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions.
Section 13 a. The Companies Act Sections 110, 286, 306 and 318 k do not apply to credit institutions, mortgage credit institutions and financial holding companies.
Section 14. The Danish Financial Supervisory Authority grants permission when

the requirements in Sections 7, 8 or 10 are met,
the members of the applicant's board of directors and management board meet the requirements in Section 64 and for systemically important financial institutions (SIFI) and globally systemically important institutions (G-SIFI) also Section 313,
the employees in credit institutions who must be identified as key functions in accordance with Section 64 c, subsection 1, meet the requirements in Section 64,
owners of qualified holdings, cf. Section 5, subsection 3, meet the criteria in Section 61 a, subsection 1,
there are no close links, cf. Section 5, subsection 1, point 17, between the applicant and other companies or persons that could hinder the performance of the supervisory authority's tasks,
the legislation in a country outside the European Union, with which the Union has not concluded an agreement in the financial area regarding a company or a person with whom the applicant has close links, will not hinder the performance of the Danish Financial Supervisory Authority's tasks,
the applicant's business processes and administrative conditions are sound, including that the requirements in Section 71 are met,
the applicant has its head office and domicile in Denmark, and
subsection 2 is met.
Subsection 2. An application for permission under Sections 7-10 a must contain the information necessary for the Danish Financial Supervisory Authority to assess whether the conditions in subsection 1 are met 18 November 2025. 11 No. 1390.

filled, including information on the size of the qualified holdings and the company's organization. An application for permission under Sections 7 and 8 to conduct credit institution business shall contain information on the identity of the 20 largest shareholders, if there are no owners of qualified holdings. An application under Sections 7-10a shall further contain an operational plan containing information on the nature of the intended business.

Subsection 3. If the Danish Financial Supervisory Authority (Finanstilsynet) rejects an application for permission, this must be justified and communicated to the applicant no later than 6 months after the receipt of the application, or, if the application is incomplete, no later than 6 months after the applicant has submitted the information necessary to make the decision. A decision must in any case be made no later than 12 months after the receipt of the application. If the Danish Financial Supervisory Authority has not made a decision no later than 6 months after receipt of a complete application for permission, the company may bring the matter before the courts.

Subsection 4. To comply with a suspension requirement from the Commission in accordance with directives in the financial sector, the Danish Financial Supervisory Authority may suspend the processing of applications for permission under Sections 7-10a and 16 from applicants who are directly or indirectly owned by companies headquartered in a country outside the European Union, with which the Union has not concluded an agreement in the financial sector.

Subsection 5. The Danish Financial Supervisory Authority may refuse to grant permission under subsection 1 if the purpose of placing the head office and headquarters in Denmark is solely to avoid being subject to the legislation of the country where the majority of the applicant's customers are located.

Subsection 6. For financial companies covered by Sections 7 and 8 and Section 10, subsection 2, permission is further conditional on the business joining the Depositor and Investor Guarantee Scheme.

Subsection 7. For a credit institution or a mortgage credit institution, permission is further conditional on the members of the applicant's board of directors and management meeting the requirement to allocate sufficient time, cf. Section 64a, and that the applicant's board of directors meets the requirements for sufficient collective knowledge, professional competence, and experience, cf. Section 64e, subsection 1.

Subsection 8. A life insurance company applying for permission to conduct non-life insurance business in the same company under Section 11, subsection 12, must, in addition to meeting the requirements for permission, demonstrate that it possesses the recognized basic capital base to cover the respective absolute minimum for the minimum capital requirement for life insurance companies and the absolute minimum for the minimum capital requirement for non-life insurance companies, cf. Section 126d, subsection 5, nos. 1 and 2. The company must also demonstrate that it can continue to meet the minimum financial requirements.

Section 14a. The Danish Financial Supervisory Authority may grant permission to conduct business in accordance with Section 7, subsection 1, Section 8, subsection 1, and Section 16a to a bridge institution established in accordance with Section 21, subsection 1, in the Act on Restructuring and Resolution of Certain Financial Companies, which does not meet all conditions for permission, if the Danish Financial Supervisory Authority assesses that this is necessary to achieve resolution objectives. The requirements in Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions must, however, be met. The Danish Financial Supervisory Authority simultaneously with the permission sets a deadline for compliance with the requirements to obtain permission in accordance with Section 7, subsection 1, and Section 8, subsection 1, cf. Sections 14 and 16a.

Subsection 2. The Danish Financial Supervisory Authority may further, when Financial Stability establishes a bridge institution in accordance with Section 21, subsection 1, in the Act on Restructuring and Resolution of Certain Financial Companies, exempt Financial Stability from complying with the rules for financial holding companies and mixed financial holding companies set out in Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, this Act, or rules issued pursuant to the Act, taking into account the purpose of the relevant rules and the resolution objectives. The Danish Financial Supervisory Authority sets a deadline for Financial Stability's exemption from the rules for financial holding companies and mixed financial holding companies. The deadline may be extended if the conditions in Section 22, subsection 4, in the Act on Restructuring and Resolution of Certain Financial Companies are met.

Subsection 3. Notwithstanding subsection 2, Chapter 9 and Section 181 apply to Financial Stability as a financial holding company or mixed financial holding company.

Section 15. When the Danish Financial Supervisory Authority has granted permission under Section 14, the Danish Business Authority may carry out the necessary registrations.

Subsection 2. In connection with notification for registration, cf. subsection 1, and notification of articles of association changes, the financial company shall submit a dated copy of the articles of association with the complete new wording to the Danish Business Authority, which forwards a copy to the Danish Financial Supervisory Authority.

Subsection 3. Upon granting permission or changes to permission to insurance companies, the Danish Financial Supervisory Authority simultaneously sends a copy thereof to the Danish Business Authority. The Danish Business Authority registers the date of the permission.

Subsection 4. For savings banks and cooperative banks, the Companies Act provisions on notification and registration etc. apply correspondingly.

Section 16. The Danish Financial Supervisory Authority may permit credit institutions, mortgage credit institutions, and investment management companies to perform services with instruments and contracts that are covered by the Danish Financial Supervisory Authority's decision pursuant to Section 4, subsection 2, in the Capital Markets Act.

Section 16a. The Danish Financial Supervisory Authority may permit credit institutions and mortgage credit institutions to issue covered bonds.

Subsection 2. Credit institutions and mortgage credit institutions with permission under subsection 1 and the ship financing institution with permission under Section 2c in the Act on a Ship Financing Institution have the exclusive right to issue covered bonds. Mortgage credit institutions with permission under subsection 1 also have the exclusive right to issue covered mortgage bonds. Covered bonds and covered mortgage bonds may bear the designation European Covered Bond (Premium).

Subsection 3. Bonds issued by credit institutions that have been granted permission in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector may also be designated as covered bonds if they meet the conditions in Article 129 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions.

Subsection 4. The Danish Financial Supervisory Authority sets detailed rules on,

under what conditions permission may be obtained under subsection 1, and
under what conditions bonds issued by credit institutions and mortgage credit institutions may obtain and retain the designation covered bonds or covered mortgage bonds.

Section 16b. A credit institution or a mortgage credit institution may finance loans secured by real estate with covered bonds or covered mortgage bonds issued by another credit institution or mortgage credit institution.

Subsection 2. The issuance of covered bonds or covered mortgage bonds pursuant to subsection 1 must be approved by the Danish Financial Supervisory Authority.

Section 16c. If a loan is to be financed by another credit institution or mortgage credit institution's issuance of covered bonds or covered mortgage bonds, this must be stated in the loan agreement between the lending credit institution or mortgage credit institution and the borrower. It must also be stated in the loan agreement that information about the borrower may be passed on between the lending institution and the issuing institution, cf. Section 120b.

Subsection 2. It must be explicitly stated in the loan terms that the lending institution may increase interest rates due to changed financing conditions, cf. Section 152b, subsection 4, and Section 6 in the Act on Mortgage Loans and Mortgage Bonds etc.

Section 16d. If a credit institution or a mortgage credit institution grants a loan secured by real estate based on another credit institution or mortgage credit institution's issuance of covered bonds or covered mortgage bonds, the loan together with the corresponding mortgage deed must be transferred to the ownership of the issuing institution.

Subsection 2. Transfer under subsection 1 cannot be avoided under Sections 67, 70, or 72 of the Bankruptcy Act. Avoidance may, however, occur under the aforementioned provisions if the transfer did not specifically appear to be ordinary.

Section 16e. If a credit institution or a mortgage credit institution grants a loan secured by real estate based on another credit institution or mortgage credit institution's issuance of covered bonds or covered mortgage bonds, the borrower may pay with discharging effect to the lending credit institution or mortgage credit institution, unless the borrower receives separate notice to the contrary from the issuing credit institution or mortgage credit institution.

Section 16f. The lending credit institution or mortgage credit institution must keep incoming payments relating to loans secured by real estate based on another credit institution or mortgage credit institution's issuance of covered bonds or covered mortgage bonds separate from the institution's other funds.

Subsection 2. The lending credit institution or mortgage credit institution must carry out continuous control of the separation.

Subsection 3. The lending credit institution or mortgage credit institution must settle incoming payments to the issuing institution according to a pre-determined plan.

Subsection 4. The Danish Financial Supervisory Authority sets detailed rules on,

which assets the lending credit institution or mortgage credit institution may place incoming payments in until settlement takes place, and
the lending credit institution or mortgage credit institution's control of separation and settlement to the lending credit institution or mortgage credit institution.

Section 16g. In the event of bankruptcy of the lending credit institution or mortgage credit institution, payments covered by Section 16f, cf. Section 16b, subsection 1, which the lending credit institution or mortgage credit institution receives and which have not yet been settled, belong to the issuing credit institution or mortgage credit institution outside the bankruptcy estate.

Section 17. The Danish Financial Supervisory Authority sets rules on which instruments and contracts, in addition to the financial instruments mentioned in Annex 2 to the Act on Securities Firms and Investment Services and Activities, credit institutions may perform services with.

Sections 18-23a. (Repealed)

Chapter 4
Other Permitted Business
General Rules on Other Permitted Business

Section 24. Credit institutions and mortgage credit institutions may conduct business that is accessory to the business for which permission has been granted. Digital solutions and services connected with or naturally extending from the permitted business are also considered accessory business. The Danish Financial Supervisory Authority may determine that the accessory business must be conducted by another company.

Subsection 2. Credit institutions and mortgage credit institutions may conduct other financial business through subsidiary companies.

Section 25. Credit institutions and mortgage credit institutions may temporarily conduct other business to secure or resolve previously assumed exposures or to assist in the restructuring of commercial businesses. The financial company must notify the Danish Financial Supervisory Authority thereof.

Section 26. Credit institutions and mortgage credit institutions may, regardless of Sections 7, 8, 24, and 25, jointly with others conduct other business if

the financial company does not directly or indirectly have decisive influence on the business,
the financial company does not conduct the business together with financial companies that are part of a group with the financial company, and
the business is conducted in another company than the financial company.

Subsection 2. If a credit institution, mortgage credit institution, investment management company, or a group comes to conduct other business in violation of Section 7, subsection 1, Section 8, subsection 1, or Section 26, subsection 1, as a result of acquisition, merger, etc., the Danish Financial Supervisory Authority may set a deadline for the disposal of the other business if an immediate disposal would be associated with an economic loss.

Subsection 3. Credit institutions may, regardless of Sections 7, 24, and 25 and the rules in subsections 1 and 2, conduct certain activities that are not covered by permitted accessory business, if the activity extends from the credit institution's banking operations and the following conditions are met:

The activities are conducted in another company than the credit institution, and the risks are enclosed therein.
The company in which the activities are conducted is a subsidiary of the credit institution.
The company in which the activities are conducted is independently capitalized.
The company in which the activities are conducted does not constitute a significant part of the credit institution's activities.

Section 27. (Repealed)

Special Rules for Investment Management Companies Regarding Subsidiaries

Section 28. Investment management companies may not have subsidiary companies, unless these are investment management companies or administration companies.

Sections 29-29b. (Repealed)

Chapter 5
Foreign Companies
General Rules on Foreign Companies

Section 30. A foreign company that has been granted permission to conduct the business mentioned in Sections 7-10a in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector may begin to conduct business in this country through a branch 2 months after the Danish Financial Supervisory Authority has received notification thereof from the supervisory authorities in the home country, cf. subsections 4 and 6-9. The branch may conduct the activities mentioned in Annexes 2 and 3 and in Annex 1 to the Act on Securities Firms and Investment Services and Activities, provided these are covered by the company's permission in the home country. The first sentence applies correspondingly to credit institutions that have been granted permission to perform activities as mentioned in Annex 1 to the Act on Securities Firms and Investment Services and Activities in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector, and which intend to perform such activities in this country through an attached agent established in this country, if the activities are covered by the institution's or company's permission in the home country.

Subsection 2. Issuance of mortgage bonds, cf. Annex 3, may only be conducted by credit institutions that meet the conditions for this in the Act on Mortgage Loans and Mortgage Bonds etc.

Subsection 3. If the company is an administration company, cf. Section 5, subsection 1, no. 4, the branch may

administer UCITS and
conduct the activities mentioned in Annex 1, Section A, nos. 4, 5, and 10, in the Act on Securities Firms and Investment Services and Activities, provided these are covered by the administration company's permission in the home country.

Subsection 4. The Danish Financial Supervisory Authority must obtain the following information from the home country's supervisory authorities:

A description of the branch's business, including information on organization and planned activities,
a declaration that the planned activities are covered by the company's permission in the home country,
the branch's address,
the names of the branch's management, and
for credit institutions that have been granted permission to perform activities as mentioned in Annex 1 to the Act on Securities Firms and Investment Services and Activities, information on whether the branch intends to use attached agents, and the identity of these.

Subsection 5. If the company is a credit institution that has been granted permission to perform activities as mentioned in Annex 1 to the Act on Securities Firms and Investment Services and Activities in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector, and which intends to perform such activities in this country through an attached agent established in this country without establishing a branch, the Danish Financial Supervisory Authority must obtain the following information from the home country's supervisory authorities:

A description of the attached agent's business, including a description of the planned use of the attached agent.
Information on the credit institution's organization, including reporting lines indicating how the respective agent is integrated into the corporate structure.
The name and address of the attached agent and the management of the attached agent.

Subsection 6. If the company is a credit institution, the Danish Financial Supervisory Authority must further obtain information on the size of the company's capital base and solvency ratios and information on any guarantee scheme in the home country covering the branch's depositors or investors.

Subsection 7. If the company is an administration company, cf. Section 5, subsection 1, no. 4, the Danish Financial Supervisory Authority must further obtain information on any guarantee scheme in the home country covering the branch's investors. When an administration company intends to offer administration in this country, the Danish Financial Supervisory Authority receives from the home country's competent authority a confirmation that the company is approved under the UCITS Directive, a description of the scope of the company's permission and any limitations on which investment companies the company has permission to administer, and a description of the company's risk management process and procedures for handling investor complaints.

Subsection 8. The company must notify the Danish Financial Supervisory Authority of any change in the matters mentioned in subsection 4, nos. 1-5, and subsections 5-9, no later than 1 month before the change is made. If it is not possible to notify the Danish Financial Supervisory Authority of the change no later than 1 month before the change is made, notification must be made as soon as possible.

light. The company must, however, not notify the Danish Financial Supervisory Authority of changes in the company's capital base and solvency ratios.

Subsection 9. The provisions of the Companies Act regarding branches of foreign limited companies apply to the branches mentioned in subsection 1.

Section 31. A foreign company that has been granted permission to carry out the business mentioned in Sections 7-10a in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area, may begin to provide services in this country when the Danish Financial Supervisory Authority has received notification thereof from the supervisory authorities in the home country. The foreign company may carry out the activities mentioned in Annexes 2 and 3 and in Annex 1 to the Act on Securities Companies and Investment Services and Activities, when the supervisory authorities in the home country have declared that these are covered by the company's permission in the home country. If the foreign company is a credit institution that has been granted permission to carry out activities as mentioned in Annex 1 to the Act on Securities Companies and Investment Services and Activities, the Danish Financial Supervisory Authority must also have received information from the supervisory authorities in the home country regarding whether the company wishes to carry out activities as mentioned in Annex 1 to the Act on Securities Companies and Investment Services and Activities through associated agents established in the home country, as well as the identity of these. If the foreign company is an administration company, the Danish Financial Supervisory Authority must have received from the supervisory authorities in the home country a business plan for the administration company's intended tasks and services, cf. subsection 3, and further information on relevant guarantee schemes intended to protect investors. When an administration company wishes to offer administration in this country, the Danish Financial Supervisory Authority receives from the home country's competent authority confirmation that the company is approved under the UCITS Directive, a description of the scope of the company's permission and any restrictions on which investment institutions the company has permission to administer, as well as a description of the company's risk management process and procedures for handling complaints from investors.

Subsection 2. Issuance of mortgage bonds, cf. Annex 3, may only be carried out by credit institutions that meet the conditions for this in the Act on Mortgage Loans and Mortgage Bonds, etc.

Subsection 3. If the company is an administration company, the company may

administer UCITS and
carry out the activities mentioned in Annex 1, Section A, nos. 4, 5 and 10, in the Act on Securities Companies and Investment Services and Activities, provided that these are covered by the administration company's permission in the home country.

Subsection 4. The procedure in subsection 1 applies correspondingly when an administration company delegates the marketing of shares in the host country to an investment management company.

Section 32. A foreign company may use the same name as the company uses in the home country. If there is a risk of confusion with another name used in this country, the Danish Business Authority may require an explanatory addition.

Special rules for foreign credit institutions

Section 33. A foreign credit institution that has been granted permission in a country outside the European Union, with which the Union has not concluded an agreement in the financial area, and for which country the Commission has not adopted a decision as referred to in Article 47, subsection 1, of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, or where such a decision is no longer valid, must have permission from the Danish Financial Supervisory Authority to provide cross-border investment services or carry out investment activities with or without accessory services, cf. the Act on Securities Companies and Investment Services and Activities, in this country to approved counterparties or professional customers.

Subsection 2. A credit institution that has been granted permission in a country outside the European Union, with which the Union has not concluded an agreement in the financial area, which wishes to provide investment services or carry out investment activities with or without accessory services, cf. the Act on Securities Companies and Investment Services and Activities, in this country to retail customers or customers who can be treated as professional customers upon request, must have a branch permit in accordance with Section 33a, subsection 1.

Subsection 3. The requirement in subsection 2 does not cover the provision of investment services or investment activities that are initiated exclusively on the initiative of the customers in question.

Subsection 4. The Danish Financial Supervisory Authority may refuse permission, cf. subsection 1, if the legislation in the country where the credit institution is granted permission and is under supervision will make it difficult for the Danish Financial Supervisory Authority to perform its tasks.

Subsection 5. The Danish Financial Supervisory Authority may withdraw a permission, cf. subsection 1, if the credit institution no longer meets the requirements for obtaining a permission, or if the Danish Financial Supervisory Authority cannot normally collect the tax payment under Section 363b, subsection 4.

Subsection 6. The Danish Financial Supervisory Authority sets out detailed rules on the permission procedure, cf. subsection 1, including what documentation must be sent to the Danish Financial Supervisory Authority in connection with the application.

Section 33a. A foreign credit institution that has been granted permission in a country outside the European Union, with which the Union has not concluded an agreement in the financial area, must have permission from the Danish Financial Supervisory Authority to provide investment services or carry out investment activities with or without accessory services, cf. the Act on Securities Companies and Investment Services and Activities, in this country through a branch.

Subsection 2. A foreign credit institution must submit the following information to the Danish Financial Supervisory Authority for the processing of the application for permission, cf. subsection 1:

The name of the competent authority in the home country, and if there are several competent authorities, information on their respective areas of competence.
Information on the foreign credit institution's name, legal form, statutory seat and address, members of the management body and relevant shareholders.
A description of the branch's business, including information on organization and the planned activities, as well as a description of any outsourcing of significant operational functions to third parties.
The names of the persons responsible for the management of the branch, as well as documentation that they meet the requirements in Section 14, subsection 1, no. 2, and Section 14, subsection 7.
Information on the start-up capital that the branch has free disposal over.

Subsection 3. The Danish Financial Supervisory Authority grants permission, cf. subsection 1, when it is proven that

the activities for which permission is sought are covered by the foreign credit institution's permission and are subject to supervision in the home country,
there is an international cooperation agreement between the Danish Financial Supervisory Authority and the competent authorities in the foreign credit institution's home country, including provisions on the exchange of information with a view to preserving market integrity and protecting investors,
the branch has free disposal over sufficient start-up capital,
the branch's management meets the requirements in Section 14, subsection 1, no. 2, and Section 14, subsection 7,
the foreign credit institution's home country has concluded an agreement with Denmark that fully complies with the standards in Article 26 of the Organisation for Economic Co-operation and Development (OECD) Model Tax Convention on Income and on Property, and which ensures effective exchange of information on tax matters, including multilateral tax agreements,
the foreign credit institution participates in an investor guarantee scheme that is approved or recognized in accordance with Directive 97/9/EC of the European Parliament and of the Council of 3 March 1997 on investor-compensation schemes, and
the branch will be able to meet the requirements in Sections 43-45, 47, 48 and 94, Section 95, subsections 1, 2 and 7, and Sections 96 and 108 of this Act, Sections 88-95, 98-109, 114 and 135-140, Section 196, subsection 2, and Sections 214 and 218 of the Act on Capital Markets as well as Articles 3-26 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and in measures adopted in accordance therewith.

Subsection 4. The Danish Financial Supervisory Authority notifies within 6 months after receipt of a complete application whether permission may be granted.

Subsection 5. Sections 223 and 224 apply correspondingly to the withdrawal of permission granted under subsection 1. In addition to the cases mentioned in Sections 223 and 224, the Danish Financial Supervisory Authority may withdraw a permission granted under subsection 1 if the Danish Financial Supervisory Authority cannot normally collect the tax payment under Section 363a and Section 363b, subsection 3.

Sections 34-37a. (Repealed)

Business of Danish financial companies and certain financing institutions abroad

Section 38. A financial company that wishes to establish a branch in another country must notify this to the Danish Financial Supervisory Authority together with the following information about the branch:

In which country the branch is to be established,
a description of the branch's business, including information on organization, and the planned activities,
the branch's address,
the names of the branch's management and
for credit institutions and mortgage credit institutions, whether the branch intends to use associated agents, as well as the identity of these.

Subsection 2. A credit institution or a mortgage credit institution that wishes to carry out activities as mentioned in Annex 1 to the Act on Securities Companies and Investment Services and Activities through an associated agent that is established in a country within the European Union or in a country with which the Union has concluded an agreement in the financial area, where the company or institution has not established a branch, must notify this to the Danish Financial Supervisory Authority together with the following information:

In which country the associated agent is established.
A description of the associated agent's business, including a description of the planned use of the associated agent.
Information on the company's or institution's organization, including reporting lines indicating how the agent in question is integrated into the corporate structure.
The name and address of the associated agent and the management of the associated agent.

Subsection 3. When establishing a branch or using an associated agent that is established in a country within the European Union or in a country with which the Union has concluded an agreement in the financial area, the Danish Financial Supervisory Authority forwards the information mentioned in subsections 1 and 2 to the supervisory authorities in the host country. For credit institutions and mortgage credit institutions, solvency ratios are also forwarded to the supervisory authorities in the host country. At the same time, a declaration is forwarded that the planned activities are covered by the financial company's permission.

Subsection 4. If the branch is established or an associated agent is used in a country within the European Union or in a country with which the Union has concluded an agreement in the financial area, and the company is a credit institution, mortgage credit institution or investment management company, the Danish Financial Supervisory Authority also sends information on the investor and depositor guarantee scheme and, for credit institutions and mortgage credit institutions, information on the company's capital base. For investment management companies, the Danish Financial Supervisory Authority notifies the host country's supervisory authorities of changes in the information on the investor and depositor guarantee scheme.

Subsection 5. The information under subsections 3 and 4 is sent no later than 3 months after receipt of the information. At the same time as the forwarding, the Danish Financial Supervisory Authority notifies the financial company thereof.

Subsection 6. The Danish Financial Supervisory Authority may refrain from forwarding information under subsections 3 and 4 if there is reason to doubt that the company's administrative structure and financial situation are sound as a basis for the intended establishment. The Danish Financial Supervisory Authority notifies the company thereof no later than 2 months after receipt of the information mentioned in subsection 1.

Subsection 7. The company must notify the Danish Financial Supervisory Authority of any changes in the matters mentioned in subsections 1 and 2. The Danish Financial Supervisory Authority must have received the notification no later than 1 month before the change is made. If it is not possible to notify the Danish Financial Supervisory Authority of the change no later than 1 month before the change is made, the notification must be made as soon as possible. The company is obliged in the same way to the host country's supervisory authorities if the host country is another country within the European Union or countries with which the Union has concluded an agreement in the financial area. The Danish Financial Supervisory Authority must notify the investment management company within 15 working days after receipt of the information as mentioned in the first sentence that the investment management company must not initiate the change of the branch if the investment management company no longer complies with Directive 2009/65/EC of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) as a result of the change.

Subsection 8. A financial company must have permission from the Danish Financial Supervisory Authority to establish a branch in a country outside the European Union, with which the Union has not concluded an agreement in the financial area. If there is reason to doubt that the company's administrative structure and financial situation are sound as a basis for the intended establishment, the Danish Financial Supervisory Authority may refuse an application for permission.

Section 38a. (Repealed)

Section 38b. A financing institution that is a subsidiary of a credit institution or mortgage credit institution or is a jointly owned company of several credit institutions or several mortgage credit institutions must notify the Danish Financial Supervisory Authority, prior to the financing institution establishing a branch in another member state within the European Union or in a country with which the Union has concluded an agreement in the financial area. The financing institution must, together with the notification, give the Danish Financial Supervisory Authority the information mentioned in Section 38, subsection 1, and state the size and composition of the financing institution's capital base.

Subsection 2. The Danish Financial Supervisory Authority sends information as mentioned in subsection 1 and information on the parent companies' risk exposure amounts to the host country's supervisory authorities no later than 3 months after receipt of the information.

Section 39. A financial company that wishes to carry out business in the form of cross-border services in a country within the European Union or in a country with which the Union has concluded an agreement in the financial area, must notify the Danish Financial Supervisory Authority thereof, stating in which country the company wishes to commence and which activities it wishes to carry out. Credit institutions and mortgage credit institutions must also state if they wish to carry out activities as mentioned in Annex 1 to the Act on Securities Companies and Investment Services and Activities through associated agents based in Denmark, as well as the identity of these. Investment management companies must also submit a business plan for intended tasks and services and further information on relevant guarantee schemes intended to protect investors.

Subsection 2. The Danish Financial Supervisory Authority forwards the notification mentioned in subsection 1 and a declaration that the planned activities are covered by the company's permission to the supervisory authorities in the host country no later than 1 month after receipt of the notification mentioned in subsection 1. If the Danish Financial Supervisory Authority does not send the notification or the declaration mentioned in the first sentence within the deadline, the Danish Financial Supervisory Authority notifies the company of the reasons therefor. If the company is a credit institution or a mortgage credit institution, the Danish Financial Supervisory Authority also notifies the supervisory authorities in the host country of the identity of the associated agents that the company intends to use. If the company is an investment management company, the Danish Financial Supervisory Authority also sends information on the investor and depositor guarantee scheme.

Subsection 3. If the company is an investment management company, the company is obliged to notify the Danish Financial Supervisory Authority and the host country's supervisory authorities of any changes in the matters mentioned in subsection 1 no later than one month before the changes are made. If it is not possible to notify the Danish Financial Supervisory Authority of the change no later than one month before the change is made, the notification must be made as soon as possible.

Subsection 4. An investment management company that delegates the marketing of shares in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area to a third party, must use the procedure mentioned in Section 31, subsection 1.

Subsection 5. A financial company that wishes to provide services in a country outside the European Union or in a country with which the Union has not concluded an agreement in the financial area, must notify the Danish Financial Supervisory Authority thereof no later than 1 month before the activities commence, stating in which country the company wishes to commence and which activities it wishes to carry out. If it is not possible to notify the Danish Financial Supervisory Authority thereof no later than 1 month before the activities commence, the notification must be made as soon as possible.

Subsection 6. The companies must notify the Danish Financial Supervisory Authority of any changes in the activities mentioned in subsection 6 no later than 1 month before the change is made. If it is not possible to notify the Danish Financial Supervisory Authority of the change within this deadline, the notification must be made as soon as possible.

Administration by investment management companies of investment institutions that are UCITS from a branch or as a cross-border service

Section 39a. An investment management company that wishes to administer UCITS from a branch in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area, or as cross-border services, must, in addition to sending the information appearing in Sections 38 and 39 to the Danish Financial Supervisory Authority, send a description of the company's risk management process and procedures for handling complaints from investors. When the Danish Financial Supervisory Authority forwards the information mentioned in the first sentence to the supervisory authorities in the host country, the Danish Financial Supervisory Authority also sends confirmation that the company is approved under the UCITS Directive, and a description of the scope of the company's

November 2025. 15 No. 1390.

a description of any outsourcing of significant operational functions to third parties.
4) The names of the persons responsible for the management of the branch, as well as documentation that they meet the requirements in Section 14, subsection 1, no. 2, and Section 14, subsection 7.
5) Information on the start-up capital that the branch has free disposal over.

Subsection 3. The Danish Financial Supervisory Authority grants permission, cf. subsection 1, when it is proven that

the activities for which permission is sought are covered by the foreign credit institution's permission and are subject to supervision in the home country,
there is an international cooperation agreement between the Danish Financial Supervisory Authority and the competent authorities in the foreign credit institution's home country, including provisions on the exchange of information with a view to preserving market integrity and protecting investors,
the branch has free disposal over sufficient start-up capital,
the branch's management meets the requirements in Section 14, subsection 1, no. 2, and Section 14, subsection 7,
the foreign credit institution's home country has concluded an agreement with Denmark that fully complies with the standards in Article 26 of the Organisation for Economic Co-operation and Development (OECD) Model Tax Convention on Income and on Property, and which ensures effective exchange of information on tax matters, including multilateral tax agreements,
the foreign credit institution participates in an investor guarantee scheme that is approved or recognized in accordance with Directive 97/9/EC of the European Parliament and of the Council of 3 March 1997 on investor-compensation schemes, and
the branch will be able to meet the requirements in Sections 43-45, 47, 48 and 94, Section 95, subsections 1, 2 and 7, and Sections 96 and 108 of this Act, Sections 88-95, 98-109, 114 and 135-140, Section 196, subsection 2, and Sections 214 and 218 of the Act on Capital Markets as well as Articles 3-26 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and in measures adopted in accordance therewith.

Subsection 4. The Danish Financial Supervisory Authority notifies within 6 months after receipt of a complete application whether permission may be granted.

Sections 34-37a. (Repealed)

Business of Danish financial companies and certain financing institutions abroad

In which country the branch is to be established,
a description of the branch's business, including information on organization, and the planned activities,
the branch's address,
the names of the branch's management and
for credit institutions and mortgage credit institutions, whether the branch intends to use associated agents, as well as the identity of these.

In which country the associated agent is established.
A description of the associated agent's business, including a description of the planned use of the associated agent.
Information on the company's or institution's organization, including reporting lines indicating how the agent in question is integrated into the corporate structure.
The name and address of the associated agent and the management of the associated agent.

Section 38a. (Repealed)

Administration by investment management companies of investment institutions that are UCITS from a branch or as a cross-border service

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permission and any restrictions on which investment institutions the company has permission to administer, as well as a description of the company's risk management process and procedures for handling complaints from investors.

November 2025. 17 No. 1390.

bets permission and any restrictions on which UCITS the company is permitted to administer.

Subsection 2. An investment management company that administers UCITS as referred to in subsection 1 must comply with the Act's rules on the business of investment management companies, including §§ 70 and 71 on organization, procedures for risk management and internal reporting, as well as §§ 102-105 on delegation.

Subsection 3. An investment management company that administers UCITS as referred to in subsection 1 must comply with the rules that a UCITS' home country has established regarding the establishment and operation of UCITS, including the rules that apply to

establishment and approval of UCITS,
issuance and redemption of shares and units,
investment policy and investment limits, including the calculation of total risk exposure and leverage,
restrictions regarding borrowing, lending, and uncovered transactions,
valuation of a UCITS' assets and accounting,
calculation of the issue or redemption price and errors in the calculation of the net asset value, as well as compensation to investors in this connection,
distribution or reinvestment of dividends,
requirements for reporting and disclosure, including of the prospectus, the key investor information document, and periodic reports that the relevant UCITS must comply with,
measures regarding marketing,
relations with participants,
merger and restructuring of a UCITS,
dissolution and liquidation of a UCITS,
the content and form of any register of participants,
fees for approval and supervision of a UCITS, and
exercise of participants' voting rights and other participant rights pursuant to items 1-13.

Subsection 4. The investment management company must comply with the obligations set out in the UCITS' fund rules or articles of association and in the prospectus, which must be in accordance with the rules established in the home country, cf. subsection 3.

Subsection 5. The competent authorities in a UCITS' home country are responsible for supervising compliance with subsections 3 and 4.

Subsection 6. The investment management company's board of directors makes decisions on and is responsible for adopting and implementing the measures and organizational decisions necessary for the investment management company to comply with the rules for the establishment and operation of UCITS, cf. subsection 3, and the obligations set out in the fund rules or articles of association, as well as the obligations set out in the prospectus.

Subsection 7. The Financial Supervisory Authority is responsible for supervising that the investment management company's measures and organization are sufficient, such that the investment management company is able to comply with the obligations and rules regarding the establishment and operation of the UCITS it administers.

Subsection 8. An investment management company that administers a UCITS with its home country in another country within the European Union or in a country with which the Union has concluded an agreement in the financial field, must enter into a written agreement with the depositary regarding the exchange of information necessary for the depositary to perform its duties.

§ 39 b. An investment management company that intends to administer a UCITS established in another country within the European Union or in a country with which the Union has concluded an agreement in the financial field, sends the following documentation to the competent authorities in the relevant UCITS' home country:

The written agreement with the depositary referred to in § 39 a, subsection 8.
Information on delegation of tasks within investment management and administration as referred to in Annex II to the UCITS Directive.

Subsection 2. If an investment management company already administers other UCITS of the same type in the relevant UCITS' home country, reference to the documentation, cf. subsection 1, already sent to the competent authorities, is sufficient.

Subsection 3. The investment management company must notify the competent authorities in the administered UCITS' home country of any subsequent significant changes to the documentation referred to in subsection 1.

Daughters of Danish financial companies abroad

§ 40. A financial company that wishes to establish a subsidiary, which is a credit institution, an investment company, or an insurance company, in a country outside the European Union, with which the Union has not concluded an agreement, must obtain permission from the Financial Supervisory Authority. If there is reason to doubt that the company's administrative structure and financial situation are sound as a basis for the intended establishment, the Financial Supervisory Authority will not grant permission.

Subsection 2. A financial company must notify the Financial Supervisory Authority of the establishment of subsidiaries in a country outside the European Union, with which the Union has not concluded an agreement, that are not covered by subsection 1.

§ 41. (Repealed)

§ 42. (Repealed)

Section III
Good Conduct etc.

Chapter 6
Good Conduct, Price Information, and Contractual Relations

General rules on good conduct, price information, and contractual relations

§ 43. Financial companies and financial holding companies must be operated in accordance with fair business practices and good practice within the field of business.

Subsection 2. The Minister of Business Affairs establishes detailed rules on fair business practices and good practice for financial companies. The Minister of Business Affairs establishes, cf. 1st sentence, rules on the content of a basic deposit account and on the size of any fee for such an account.

Subsection 3. The Minister of Business Affairs establishes rules on cost, commission, price, and risk information for financial services.

Subsection 4. The Minister of Business Affairs establishes rules on competence requirements for employees in credit institutions, mortgage credit institutions, investment management companies, providers of crypto-asset services, and branches of foreign credit institutions. The Minister further establishes rules on competence requirements for employees in credit institutions and mortgage credit institutions who present, offer, advise on, or administer mortgage credit agreements.

Subsection 5. The Minister of Business Affairs establishes detailed rules on the issuance of key investor information to retail investors by financial companies when brokering shares in Danish UCITS.

Subsection 6. The Financial Supervisory Authority may, after consultation with representatives of consumers and the relevant financial industry organizations, draw up and publish guidelines for fair business practices and good practice in specified areas that are considered significant, particularly from the perspective of consumers.

Subsection 7. The Minister of Business Affairs establishes rules on financial companies' obligation to issue a standardized key information document to consumers when making offers for mortgage credit and mortgage credit-like loans.

§ 43 a. Actions contrary to rules issued pursuant to § 43, subsection 2, incur liability for damages in accordance with the general rules of Danish law.

Processing of personal identification numbers

§ 43 b. Financial companies may process information about personal identification numbers for the purpose of necessary unique identification in relation to existing customer relationships when performing administrative tasks and providing advice.

§ 44. (Repealed)

Special rules on contractual relations for credit institutions, mortgage credit institutions, and insurance companies

§ 45. If subordinated debt capital is issued in the form of bulk debt certificates, the financial company must designate these capital certificates.

§ 46. When a credit institution or mortgage credit institution subscribes to capital contributions covered by the rules on hybrid core capital and the rules on subordinated debt capital, the company must not simultaneously loan-finance the purchase of capital contributions by retail customers and professional customers, or parts thereof.

Subsection 2. The prohibition on loan financing referred to in subsection 1 applies correspondingly to the subscription and sale of shares or unit or guarantee certificates by credit institutions, mortgage credit institutions, and financial holding companies, regardless of whether the loan is granted by the institution or the company itself or by a company affiliated within the group with the relevant institution or the relevant financial holding company. Notwithstanding the 1st sentence, credit institutions, mortgage credit institutions, and financial holding companies may loan-finance the purchase of employee shares within the group as part of an employee share scheme.

Subsection 3. Subsection 2 applies only to financial holding companies where at least one subsidiary is a credit institution or a mortgage credit institution.

Special rules for credit institutions, mortgage credit institutions, and investment management companies

§ 46 a. (Repealed)

§ 46 b. (Repealed)

Special rules for credit institutions

§ 47. If a guarantee has been provided for a loan granted by a credit institution in a business relationship, and the borrower fails to pay principal, installments, or interest, written notice must be given to any of the guarantors or to the one or more of them authorized to receive notice on behalf of all guarantors no later than 6 months after the due date of the relevant payments. Failure to do so results in the credit institution losing its claim against the guarantors, to the extent that their right of recourse against the borrower has been impaired by the failure.

§ 48. Before entering into an agreement on a guarantee obligation outside a business relationship for loans or credits granted by a credit institution, the credit institution must ensure that the guarantor is sufficiently informed about the content of the agreement and the consequences of assuming a guarantee obligation. This information must include details on what the specific guarantee obligation entails and contain a balanced description of the risks associated with it. Furthermore, the credit institution must, with the debtor's consent, issue to the debtor whose debt the guarantee obligation secures:

the latest annual tax assessment from SKAT,
the latest three pay slips, or
the latest annual accounts, if guaranteeing the debt of a business operator.

Subsection 2. A credit institution that has not complied with subsection 1 can only enforce the guarantee obligation if the guarantor has had a sound basis for assessing the risks associated with entering into the guarantee obligation in another way.

Subsection 3. Guarantee agreements pursuant to subsection 1 must be drawn up on paper or other permanent medium to be enforceable.

Subsection 4. A guarantor cannot be liable for an amount greater than the loan's principal or the credit's maximum at the time the guarantee agreement was entered into.

Subsection 5. In guarantee agreements pursuant to subsection 1, the credit institution must annually notify the guarantor in writing of the size of the debt item for which the guarantee was provided.

Subsection 6. If the borrower fails to pay principal, installments, or interest, notice thereof must be given to the guarantor on paper or other permanent medium no later than 3 months after the due date of the relevant payments. The 1st sentence applies correspondingly if the credit institution grants the borrower forbearance without the guarantor's consent.

Subsection 7. If the deadline in subsection 6 is exceeded, the guarantee obligation can only be enforced against the guarantor for the amount that the borrower's debt under the secured claim would have amounted to, had the borrower paid all payments on time until the time point that is 3 months prior to the time point when notice is given.

Subsection 8. Exceeding the deadline in subsection 6 results, regardless of subsection 7, in the credit institution losing its claim against the guarantor, to the extent that the guarantor's right of recourse against the borrower has been impaired.

Subsection 9. A guarantee obligation pursuant to subsection 1 expires after 10 years, or if the guarantee agreement was entered into to secure a credit with a variable amount or a loan without a fixed due date, after 5 years, unless the obligation has been enforced by the credit institution beforehand. The 1st sentence does not apply to loans that, according to their terms, can be financed by the issuance of special covered bonds, provided the guarantor has been explicitly informed thereof and of the consequences thereof.

Subsection 10. An agreement on a guarantee obligation pursuant to subsection 1 can be set aside wholly or partially if it stands in disproportionate relation to the guarantor's economy.

Subsection 11. Subsections 1-10 apply correspondingly to third-party pledges outside business relationships.

§ 48 a. §§ 53 b and 53 c also apply to credit institutions when they grant mortgage credit-like loans.

Subsection 2. § 53 d also applies to credit institutions when they grant mortgage credit-like loans and the credit institution has notified a increase in an interest margin.

Subsection 3. Subsections 1 and 2 do not apply to pre-agreed changes in interest rates, interest caps, or interest floors, when these changes according to the agreement can only be implemented with at least 3 years between them.

§ 49. If a savings bank has lost part of its guarantee capital, the savings bank must provide information thereof to persons who wish to enter as guarantors.

Subsection 2. If a cooperative bank has lost part of its cooperative capital, the cooperative bank must provide information thereof to persons who wish to subscribe to cooperative capital.

Subsection 3. The rules applicable to share companies regarding reduction of share capital apply with the necessary adaptations to the reduction of cooperative capital in cooperative banks.

§ 50. Capital pension, rate savings, self-pension, old-age savings, child savings, and housing savings in a credit institution can be placed in a deposit account either in cash or as pooled deposits and can furthermore be placed in a separate depot.

Subsection 2. A credit institution must not receive and retain fees, commissions, or other monetary and non-monetary benefits paid by a third party or a person acting on behalf of a third party in connection with customers' savings in pools covered by rules issued pursuant to subsection 4, 1st sentence. If the credit institution receives such commissions etc. as referred to in the 1st sentence, they must be forwarded to the pool as soon as possible. The 1st sentence does not apply to non-monetary benefits of minor value that can increase the quality of the service delivered to the customer and that cannot prevent the credit institution from fulfilling its duty to act in the customer's best interest. Such non-monetary benefits must be clearly disclosed to the customer.

Subsection 3. The Minister of Business Affairs may establish detailed rules on which non-monetary benefits are covered by subsection 2, 3rd and 4th sentences, and on requirements for credit institutions' handling of received fees, commissions, or other monetary and non-monetary benefits paid by a third party or a person acting on behalf of a third party.

Subsection 4. The Financial Supervisory Authority establishes detailed rules for savings in pools in a credit institution, including rules on the placement of funds, administration, accounting, audit, and customer information. The Financial Supervisory Authority further establishes detailed rules on the placement of funds in securities and on the liquidation of investments in assets, including on registration and de-registration in a securities central, account statements, valuation, and deposit.

§ 51. Capital pension, rate savings, self-pension, and old-age savings placed in a deposit account must be fully covered by the Deposit and Investor Guarantee Scheme, by a corresponding scheme in the credit institution's home country in the event of the credit institution's reconstruction proceedings and bankruptcy, or by a combination of both schemes.

§ 52. Credit institutions and branches of credit institutions with statutory domicile in another country within the European Union or in a country with which the Union has concluded an agreement in the financial field, which the Financial Supervisory Authority has approved as a depositary, cf. § 2, item 11, in the Act on Investment Funds etc., for a Danish UCITS, must as depositary act independently and exclusively in the interest of the relevant Danish UCITS.

Special rules for mortgage credit institutions

§ 53. A mortgage credit institution must inform the borrower in the loan agreement that mortgage loans granted in violation of the Act on Mortgage Loans and Mortgage Bonds etc. may be reduced pursuant to this Act.

Subsection 2. If a mortgage loan pursuant to the Act on Mortgage Loans and Mortgage Bonds etc. must be reduced, the mortgage credit institution must provide a loan on corresponding terms as compensation, such that the borrower is placed in an unchanged position. All loan costs in connection with the restructuring are borne by the mortgage credit institution.

Subsection 3. The borrower has no claim to a restructuring pursuant to subsection 2 if the mortgage credit institution proves that the borrower knew or should have known that the mortgage loan was granted in violation of the provisions in the Act on Mortgage Loans and Mortgage Bonds etc., or if the violation of the aforementioned provisions is otherwise due to information provided by the borrower.

§ 53 a. §§ 48, subsections 1-8, 10, and 11, apply correspondingly to mortgage credit institutions, cf. however subsection 2.

Subsection 2. § 48, subsection 4, does not apply to mortgage loans when the mortgaged property is used for residence by the guarantor and the borrower, and the guarantor has been explicitly informed that the liability may exceed the loan's principal at the time the guarantee agreement was entered into.

§ 53 b. A mortgage credit institution must not in ongoing customer relationships change interest rates, fees, contributions, or other remuneration for mortgage loans to the detriment of the consumer without a prior notice of 6 months.

Subsection 2. A notice pursuant to subsection 1 must contain a justification for the change. The justification must specify

the circumstances that triggered the change and a reference to the parts of the contractual basis that contain the justification for implementing the change, and
information on the most significant circumstances that have had an impact on the extent of the change, and the estimated share of these circumstances in the total increase.

Subsection 3. A notice pursuant to subsection 1 must furthermore contain the following information:

The market value of the consumer's loan. If the rate is not fixed, the mortgage credit institution must inform the consumer thereof and of how the consumer can obtain information on the current rate.
Information that the consumer has the opportunity to repay the loan and restructure it into another loan in the same institution or with another lender, and under which conditions the consumer can repay the loan.
Information that other lenders can be found on price portals operated by private providers and on the price portal for housing loans.

Subsection 4. In the event of changes to interest rates, contributions, and significant changes to other remuneration or when charging a new remuneration, the notice must be given to the consumer on paper or other permanent medium. The notice must have reached the consumer no later than 6 months before the change takes effect.

Subsection 5. Subsections 1, 3, and 4 do not apply to changes justified by external circumstances over which the mortgage credit institution has no influence.

§ 53 c. A mortgage credit institution can only enforce a change of interest rates, fees, contributions, or other remuneration if the mortgage credit institution has observed § 53 b, subsections 1, 2, and 4, cf. however subsection 2 and § 53 b, subsection 5.

Subsection 2. Subsection 1 does not apply to insignificant increases in fees and other remuneration other than interest rates and contributions.

§ 53 d. If a mortgage credit institution has notified a consumer of an increase in a contribution, cf. § 53 b, subsection 1, and the consumer has terminated the relevant mortgage loan within 6 months from the day the notice reached the consumer, to repayment on the first possible date with the chosen repayment method, but no later than a payment term 6 months after the termination, the mortgage credit institution must not charge fees in connection with the repayment of the relevant mortgage loan. The mortgage credit institution may, however, charge half of the fees that are charged in connection with a bond transaction for use in the repayment of the mortgage loan. The mortgage credit institution is obliged to carry out the bond transaction upon the consumer's request.

Subsection 2. If a mortgage credit institution grants a consumer a loan for use in the repayment of a mortgage loan or mortgage credit-like loan in the event that the consumer has terminated the relevant loan as a result of a notified increase in contribution or interest margin within 6 months from the day the notice reached the consumer, the receiving mortgage credit institution may only charge half of the fees that are charged in connection with a bond transaction for use in the repayment of the terminated mortgage loan or mortgage credit-like loan.

Special rules for investment management companies

§ 54. When investment management companies perform portfolio management for UCITS, including brokering securities for these, the relevant UCITS are covered by the same protection as customers under § 72.

Subsection 2. Investment management companies that have permission to perform discretionary portfolio management for customers must agree in advance with the customer whether the investment management company may place the customer's portfolio funds or part thereof in shares in UCITS that the investment management company administers.

§§ 55-60 e. (Repealed)

Section IV
Ownership and Management etc.

Chapter 7
Ownership

§ 61. Any natural or legal person or natural and legal persons acting in concert who intend to directly or indirectly acquire a qualified holding, cf. § 5, subsection 3, in a financial company or a financial holding company, must apply in advance to the Financial Supervisory Authority for approval of the intended acquisition. The same applies to an increase in the qualified holding that results in it, after the acquisition, amounting to or exceeding a limit of respectively 20 pct., 33 pct., or 50 pct. of the share capital or voting rights, or results in the financial company or the financial holding company becoming a subsidiary.

Subsection 2. The Financial Supervisory Authority confirms in writing and no later than after two working days from receipt of the application, cf. subsection 1. The same applies to receipt of material, cf. subsection 4.

Subsection 3. The Financial Supervisory Authority has an assessment period of 60 working days from the time of the written confirmation of receipt of the application, cf. subsection 2, and receipt of all documents required to be attached to the application, to carry out the assessment referred to in § 61 a. Simultaneously with the confirmation of receipt of the application, cf. subsection 2, the Financial Supervisory Authority notifies the intended acquirer of the date when the assessment period expires.

Subsection 4. The Financial Supervisory Authority may, until the 50th working day in the assessment period, request additional information necessary for the assessment. The request must be made in writing. The first time such a request is made, the assessment period is interrupted for the period between the time of the request and the receipt of the answer thereto. The interruption may, however, not exceed 20 working days, cf. however subsection 5.

november 2025. 21 Nr. 1390.

Section 5. The Financial Supervisory Authority may extend the suspension of the assessment period referred to in subsection 4 by up to ten working days, if

the intended acquirer is domiciled in or subject to the legislation of a country outside the European Union with which the Union has not concluded an agreement in the financial sector, or
the intended acquirer is a natural or legal person who has not been granted permission to carry out the activities referred to in Sections 7-10, the activities referred to in Section 14, subsection 1, of the Act on Insurance Business, or the activities referred to in Section 3, no. 2, of the Act on Capital Markets in Denmark, another country within the European Union, or in a country with which the Union has concluded an agreement in the financial sector.

Subsection 6. If the Financial Supervisory Authority rejects an application for approval of a proposed acquisition, this must be justified in writing and communicated to the intended acquirer immediately after the decision. The communication must take place within the assessment period. The intended acquirer may request the Financial Supervisory Authority to publish the justification for the rejection.

Subsection 7. If the Financial Supervisory Authority does not reject the application for the proposed acquisition in writing during the assessment period, the acquisition is deemed to be approved.

Subsection 8. The Financial Supervisory Authority may, upon approving an acquisition or increase pursuant to subsection 1, set a deadline for the implementation thereof. The Financial Supervisory Authority may extend such a deadline.

Subsection 9. The Financial Supervisory Authority sets rules regarding when an acquisition shall be included in the calculation pursuant to subsection 1.

Subsection 10. The assessment period, cf. subsection 3, is suspended until the conclusion of the case processing pursuant to Section 175 g, if the assessment pursuant to Section 61 a is carried out simultaneously with the approval pursuant to Section 175 g.

Section 61 a. In connection with its assessment of an application received pursuant to Section 61, subsection 1, the Financial Supervisory Authority must ensure consideration for the prudent and sound management of the undertaking in which the acquisition is proposed. The assessment must further take into account the intended acquirer's likely influence on the undertaking, the intended acquirer's suitability, and the intended acquisition's financial solidity in relation to the following criteria:

The intended acquirer's reputation.
The reputation and experience of the person or persons who, following the acquisition, will manage the financial undertaking or the financial holding company.
The intended acquirer's financial situation, particularly in relation to the nature of the business carried out or proposed to be carried out in the financial undertaking or financial holding company in which the acquisition is proposed.
Whether the undertaking can continue to comply with the supervisory requirements in legislation, in particular whether the group, if the undertaking becomes part of it, has a structure that makes it possible to carry out effective supervision and effective exchange of information between competent authorities and to determine how responsibility shall be distributed between the competent authorities.
Whether there are grounds to suspect, in connection with the proposed acquisition, that money laundering or terrorist financing, cf. Sections 3 and 4 of the Act on Preventive Measures against Money Laundering and Terrorist Financing, will take place.

Subsection 2. The Financial Supervisory Authority may reject an application for approval of a proposed acquisition if, on the basis of the criteria mentioned in subsection 1, there is reasonable cause to assume that the intended acquirer will hinder the prudent and sound management of the undertaking, cf. subsection 1, or if the information provided by the intended acquirer, in the Financial Supervisory Authority's assessment, is not sufficient.

Subsection 3. In the Financial Supervisory Authority's assessment pursuant to subsection 1, consideration for the economic needs of the market must not be included.

Section 61 b. Any natural or legal person or natural and legal persons acting in concert who intend to directly or indirectly dispose of a qualified holding, cf. Section 5, subsection 3, or reduce a qualified holding in a financial undertaking or a financial holding company such that the disposal results in the threshold of respectively 20 pct., 33 pct. or 50 pct. of the share capital or voting rights no longer being reached, or results in the undertaking or holding company ceasing to be the subsidiary of the person concerned, must notify the Financial Supervisory Authority of this in writing in advance, stating the size of the intended future shareholding.

Section 61 c. When a financial undertaking or a financial holding company becomes aware of acquisitions or disposals of holdings as referred to in Section 61, subsection 1, and Section 61 b, the undertaking or holding company must immediately notify the Financial Supervisory Authority thereof.

Subsection 2. Financial undertakings and financial holding companies must, no later than in February, notify the Financial Supervisory Authority of the names of the shareholders who, at the end of the previous year, owned a qualified holding in the financial undertaking or the financial holding company, and of the size of these holdings.

Section 62. If shareholders who hold one of the holdings referred to in Section 61, subsection 1, in a financial undertaking or a financial holding company do not meet the requirements in Section 61 a, subsection 1, the Financial Supervisory Authority may revoke the voting rights attached to the shareholdings of the owners concerned, or order the undertaking to follow certain guidelines.

Subsection 2. The Financial Supervisory Authority may revoke the voting rights attached to shareholdings owned by natural or legal persons who do not comply with the obligation in Section 61, subsection 1, to apply in advance for approval. The shareholdings are assigned full voting rights again if the Financial Supervisory Authority can approve the acquisition.

Subsection 3. If a natural or legal person has acquired shareholdings as referred to in Section 61, subsection 1, despite the Financial Supervisory Authority having rejected approval of this acquisition of shareholdings, the Financial Supervisory Authority must revoke the voting rights attached to these shareholdings.

Subsection 4. The Financial Supervisory Authority must inform the relevant financial undertaking, financial holding company, or insurance holding company when the Financial Supervisory Authority has revoked the voting rights attached to shareholdings in the undertaking pursuant to subsections 1-3. The Financial Supervisory Authority must also inform the undertaking if shareholdings are again assigned full voting rights pursuant to subsection 2, second sentence.

Subsection 5. If the Financial Supervisory Authority has revoked the voting rights pursuant to subsections 1-3, the shareholding cannot be included in the calculation of the voting capital represented at a general meeting.

Section 63. The Financial Supervisory Authority must be notified in advance of financial undertakings' and financial holding companies' direct or indirect acquisition of a qualified holding in a foreign financial undertaking, as well as such increases in the qualified holding that result in it amounting to or exceeding a threshold of respectively 20 pct., 33 pct. and 50 pct. of the voting rights respectively share capital, or that the foreign financial undertaking becomes a subsidiary. The notification must contain information about in which country the undertaking is established.

Subsection 2. Financial undertakings and financial holding companies that have a holding of at least 10 pct. in a foreign financial undertaking and that intend to reduce this holding so that it falls below one of the thresholds set in subsection 1 must notify the Financial Supervisory Authority thereof and state the size of the intended future holding.

Subsection 3. Where the foreign financial undertaking becomes a subsidiary, the notification to the Financial Supervisory Authority must contain the following information about the subsidiary:

In which country the subsidiary is to be established,
a description of the subsidiary's business, including information on organization and planned activities,
the subsidiary's address, and
the names of the subsidiary's management.

Subsection 4. In the event of a change to a circumstance for which notification has been given pursuant to subsection 3, nos. 1-4, the financial undertaking or the financial holding company must notify the Financial Supervisory Authority thereof before the change is made. If the financial undertaking or the financial holding company is not aware of the change in advance, notification to the Financial Supervisory Authority must be given immediately after the financial undertaking or the financial holding company has received notification of the change.

Chapter 8
Management and Organization of the Undertaking

Section 64. A member of the board of directors or the management of a financial undertaking

must have sufficient knowledge, professional competence, and experience to be able to perform the office or position,
must have a sufficiently good reputation and be able to demonstrate honesty, integrity, and sufficient independence in performing the office or position,
must not be subject to criminal liability for violation of the Penal Code, financial legislation, or other relevant legislation, if the violation entails a risk that the person cannot perform their office or position in a satisfactory manner,
must not have filed a petition for or be under restructuring proceedings, bankruptcy, or debt settlement, and
must not have exhibited such behavior that there are grounds to assume that the member will not perform the office or position in a satisfactory manner.

Subsection 2. When a person assumes an office as a board member or a position as a director in a financial undertaking, the Financial Supervisory Authority ensures that the person meets the suitability and integrity requirements in subsection 1. The Financial Supervisory Authority makes a decision on whether the person can hold the office or position in the undertaking concerned.

Subsection 3. If the Financial Supervisory Authority assesses that the person does not meet the requirements in subsection 1, nos. 2-5, the duration of the decision must be stated in the decision.

Subsection 4. The Financial Supervisory Authority may, in special cases where the Financial Supervisory Authority assesses that a person does not have sufficient professional prerequisites or experience in relation to the position as a member of the management that the person is assessed for, make a decision that the person may hold the position under specifically determined conditions.

Subsection 5. Members of the board of directors or the management of a financial undertaking must notify the Financial Supervisory Authority of information regarding circumstances as mentioned in subsection 1 in connection with their entry into the financial undertaking's management and of circumstances as mentioned in subsection 1, nos. 1-5, if the circumstances subsequently change. If a member of the board of directors is appointed or elected to the position of chairman of the board of directors in a credit institution, a mortgage credit institution, or an insurance company, the board member must also notify the Financial Supervisory Authority of information regarding circumstances covered by subsection 1, no. 1. The undertaking's assessment of a chairman's personal competencies covered by subsection 1, no. 1, must be in written form.

Subsection 6. The financial undertaking is obliged to ensure compliance with subsection 1.

Subsection 7. Subsections 1-10 apply mutatis mutandis to members of the board of directors and management of a financial holding company or a mixed holding company.

Subsection 8. For a board member in group 3- and group 4-credit institutions who is not the chairman of the board of directors, subsection 2 and subsection 5, first sentence, apply only to the requirements in subsection 1, nos. 2-5.

Subsection 9. The Minister for Business Affairs may set detailed rules on competence and experience requirements pursuant to subsection 1 for members of the management of credit institutions, mortgage credit institutions, systemically important financial institutions (SIFI), and globally systemically important financial institutions (G-SIFI).

Section 64 a. A member of the board of directors or the management of a financial undertaking must allocate sufficient time to perform their office as director or board member in the undertaking concerned. The management member must continuously assess whether the person has allocated sufficient time to perform their office. The assessment must include the undertaking's size, organization, and complexity.

Section 64 b. A member of the board of directors in a credit institution or a mortgage credit institution must, as soon as possible and no later than 12 months after entering the board of directors, complete a basic course in the competencies necessary to perform the obligations and functions required of board members in the type of undertaking in which the person has entered.

Subsection 2. The Financial Supervisory Authority may exempt a member of the board of directors from the requirement in subsection 1 if the member's knowledge, professional competence, or experience may be considered sufficient.

Subsection 3. The Financial Supervisory Authority may exempt a member of the board of directors from the requirement in subsection 1 if the member's Danish language skills are not sufficient to complete a basic course pursuant to subsection 1 and an approved course is not offered in English. The exemption is conditional on the member completing other education as soon as possible and no later than 12 months after entering the board of directors, the content framework of which is approved by the Financial Supervisory Authority, including an introduction to the Danish corporate law structure and relevant areas that are specific to Danish financial undertakings.

Subsection 4. The Financial Supervisory Authority may, in special cases, allow a member of the board of directors to complete a basic course, cf. subsections 1 and 3, later than 12 months after the member's entry into the board of directors.

Subsection 5. The Financial Supervisory Authority sets detailed rules on the content of a basic course as referred to in subsection 1.

Section 64 c. A credit institution and a mortgage credit institution must, as part of its corporate governance, cf. Section 71, subsection 1, identify the institution's key persons.

Subsection 2. Key persons are employees who are part of the actual management on a day-to-day basis, and employees who are responsible for a key function, including

the person responsible for the risk management function,
the person responsible for the compliance function,
the person responsible for the credit area,
the person responsible for internal audit,
the person responsible for anti-money laundering, cf. Section 7, subsection 2, of the Anti-Money Laundering Act,
members of the actual management who are responsible for the compliance function or anti-money laundering, but who are not the person responsible for the compliance function, cf. no. 2, or the person responsible for anti-money laundering, cf. no. 5, and
the chief financial officer, unless this person is a member of the management.

Subsection 3. A credit institution and a mortgage credit institution must notify the Financial Supervisory Authority without undue delay of which employees have been identified as key persons pursuant to subsection 1, including which positions the persons concerned hold and which areas or functions the persons concerned are responsible for. A credit institution and a mortgage credit institution must also notify the Financial Supervisory Authority without undue delay if there are significant changes to the areas or functions for which the key person concerned is responsible, or when an employee is no longer considered to be a key person.

Subsection 4. Section 64, subsections 1 and 5-7, apply mutatis mutandis to employees in a credit institution and a mortgage credit institution who have been identified as key persons pursuant to subsection 1, and to employees who have been identified as key persons in a systemically important financial institution (SIFI) and a globally systemically important financial institution (G-SIFI) that are not a credit institution or a mortgage credit institution.

Subsection 5. For group 1- and 2-credit institutions, mortgage credit institutions, systemically important financial institutions (SIFI), and globally systemically important financial institutions (G-SIFI) that are not credit or mortgage institutions, Section 64, subsections 2-4, apply mutatis mutandis to employees who have been identified as key persons pursuant to subsection 1.

Subsection 6. For group 3-credit institutions, Section 64, subsections 2-4, apply mutatis mutandis to employees who have been identified as key persons pursuant to subsection 1, cf. subsection 2, nos. 1-5.

Subsection 7. For group 4-credit institutions, Section 64, subsections 2-4, apply mutatis mutandis to the employee who has been identified as a key person pursuant to subsection 1, cf. subsection 2, no. 5.

Subsection 8. Subsection 1, subsection 2, nos. 1-4, and subsection 3 apply mutatis mutandis to a systemically important financial institution (SIFI) and a globally systemically important financial institution (G-SIFI) that are not a credit institution or a mortgage credit institution.

Subsection 9. The Minister for Business Affairs may set detailed rules on competence and experience requirements for key persons in credit institutions, mortgage credit institutions, systemically important financial institutions (SIFI), and globally systemically important financial institutions (G-SIFI).

Subsection 10. A credit institution and a mortgage credit institution, a systemically important financial institution (SIFI), and a globally systemically important financial institution (G-SIFI) that are not a credit institution or a mortgage credit institution are obliged to ensure that key persons comply with Section 64, subsection 1.

Section 64 d. (Repealed)

Section 64 e. The board of directors of the financial undertaking must ensure that its members have sufficient collective knowledge, professional competence, and experience to be able to understand the undertaking's activities and the risks associated therewith and the effects that the activities cause in the short, medium, and long term, taking into account ESG factors. The composition of the board of directors must reflect a sufficiently broad experience.

Subsection 2. In group 1- and 2-credit institutions and larger mortgage credit institutions, at least 1 member of the board of directors must have management experience from another relevant financial undertaking.

Subsection 3. In mortgage credit institutions, at least 1 member of the board of directors must have experience or deeper insight into the bond market.

Section 65. The board of directors must, by means of a code of conduct, make further provisions regarding the performance of its office.

Subsection 2. The Financial Supervisory Authority may set rules on the content of the code of conduct.

Section 66. The power of representation, which pursuant to Section 135, subsection 2, of the Companies Act belongs to members of the board of directors or the management, can only be exercised by at least two in concert.

Section 67. Convocation to a general meeting in a financial undertaking respectively a representative assembly meeting in a savings bank must be publicly accessible and in accordance with the provisions of the articles of association. The press must have access to ge

general meetings or representative meetings in savings banks.

Subsection 2. Subsection 1 does not apply to companies that are 100% owned by a financial company or financial companies in the same group.

Subsection 3. The deadline for calling a general meeting or a representative meeting with a view to increasing capital may be shortened to 10 days if the Danish Financial Supervisory Authority (Finanstilsynet) has assessed that the credit institution or mortgage credit institution is covered by the rules in Chapter 15a of this Act and the credit institution or mortgage credit institution assesses that the capital increase is necessary to prevent the credit institution or mortgage credit institution from becoming non-performing. The shortening in accordance with the first sentence may be made if the general meeting or the representative body in a savings bank changes the articles of association to include this possibility by two-thirds of the votes cast.

Subsection 4. Sections 84 and 90 of the Companies Act and time limits in Sections 94, 98 and 99 of the Companies Act do not apply to general meetings and representative meetings called in accordance with subsection 3.

Section 68. The Danish Financial Supervisory Authority exercises for financial companies the powers granted to the Danish Business Authority in accordance with Section 93, subsections 2 and 3, of the Companies Act.

Section 69. To perform certain tasks specified in the articles of association, including the election of the board of directors, a representative body may be established. The members of the representative body are subject to the same liability with regard to the performance of their duties as the board of directors. This provision does not apply to savings banks.

Section 70. The board of directors of a financial company and a financial holding company must, with a view to ensuring that the company is run prudently,

determine which main types of business activities the company is to carry out,
identify and quantify the company's significant risks and determine the company's risk profile, including determining which and how large risks the company may take on,
determine policies for how the company is to manage each of the company's significant activities and the risks associated with them, taking into account the interaction between these, and
determine a policy for diversity in the board of directors, which promotes sufficient diversity in qualifications and competences among the members of the board of directors, cf. however subsection 6.

Subsection 2. Based on the established risk profile and the established policies, the board of directors of the company must give the management written guidelines, which must at a minimum contain

controllable frameworks for which and how large risks the management may impose on the company,
the principles for the calculation of the individual risk types,
rules on which dispositions require the board's approval and which dispositions the management may carry out as part of its position, and
rules on how and to what extent the management must report to the board of directors on the company's risks, including on the use of the frameworks in the guidelines for the management and on compliance with the limits set in legislation regarding the risks that the company may take on.

Subsection 3. The board of directors of the company must continuously assess whether the company's risk profile and policies as well as the guidelines for the management are sound in relation to the company's business activities, organization and resources, including capital and liquidity, and the market conditions under which the company's activities are carried out.

Subsection 4. The board of directors of the company must continuously assess whether the management performs its tasks in accordance with the established risk profile, the established policies and the guidelines for the management, including whether the management has deviated from these, and whether the deviation, if any, has been sound. The board of directors must take appropriate measures if this is not the case.

Subsection 5. If the board of directors decides to deviate from or accept a deviation from the established risk profile, the established policies or the guidelines for the management, this must be entered into the board's minutes together with an explanation of the reasoning for the decision.

Subsection 6. In companies that have appointed a nomination committee in accordance with Section 80a, the duty in subsection 1, no. 4, applies to the nomination committee.

Subsection 7. The Danish Financial Supervisory Authority may set detailed rules on the obligations that apply to the board of directors of a financial company and a financial holding company in accordance with subsections 1-4.

Section 70a. A credit institution must have a written policy that ensures and promotes a sound corporate culture.

Subsection 2. The board of directors must establish the policy.

Subsection 3. The chairman of the board of directors must in his report to the highest body of the credit institution account for the implementation and compliance with the policy.

Subsection 4. The CEO must ensure that the policy is implemented and complied with.

Subsection 5. The Minister for Business Affairs sets detailed rules on the content and compliance with the policy.

Section 71. A financial company and a financial holding company must have effective forms of corporate governance, including

a clear organizational structure with a well-defined, transparent and consistent division of responsibilities,
good administrative and accounting practices,
written business procedures for all significant activity areas,
effective procedures to identify, manage, monitor and report on the risks that the company is or may be exposed to,
the resources necessary for the proper implementation of its business and the appropriate use of these,
procedures with a view to the separation of functions in connection with the handling and prevention of conflicts of interest,
comprehensive internal control procedures,
sound control and security measures in the IT area and for network and information systems, which are established and managed in accordance with Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience in the financial sector, and
personnel and financial resources necessary to ensure sufficient opportunities for introductory and further training courses for members of the board of directors and the management, including on ESG risks and effects and IT risks as defined in Article 4, subsection 1, no. 52c), of Regulation (EU) No 575/2013 of the European Parliament and of the Council.

Subsection 2. Credit institutions and mortgage credit institutions must have effective procedures for the approval of new products and services, significant changes to existing products and services and the distribution thereof.

Subsection 3. The Danish Financial Supervisory Authority may set detailed rules on the measures that a financial company and a financial holding company must take to have effective forms of corporate governance, cf. subsections 1 and 2.

Section 71a. A credit institution and a mortgage credit institution, cf. however Section 71b, must prepare and maintain a recovery plan. The recovery plan must be approved by the company's board of directors and must contain

appropriate criteria and procedures that ensure the timely implementation of the measures that the company assesses should be taken to restore the financial situation in the company in the event of a rapid or significant deterioration thereof,
a wide range of recovery options, and
a number of scenarios with severe macroeconomic and financial stress that are relevant to the company and appropriate responses thereto.

Subsection 2. The recovery plan prepared in accordance with subsection 1 must be submitted to the Danish Financial Supervisory Authority. The Danish Financial Supervisory Authority has 6 months from receipt of the recovery plan to assess the recovery plan. The Danish Financial Supervisory Authority may, when relevant, submit the recovery plan to any competent authorities in other countries within the European Union and in countries with which the Union has concluded an agreement in the financial field, where significant branches are located.

Subsection 3. The Danish Financial Supervisory Authority must submit the recovery plan to the Danish Financial Stability Council, which may make recommendations to the Danish Financial Supervisory Authority regarding the content of the recovery plan.

Subsection 4. The Danish Financial Supervisory Authority sets detailed rules on the requirements for the content of the recovery plans, including rules on critical functions, scenarios with severe macroeconomic and financial stress and on maintenance and deadlines for the submission of recovery plans.

Section 71b. In groups where the ultimate parent company is located in Denmark and where the parent company is a credit institution, a mortgage credit institution or a financial holding company, the parent company must prepare and maintain a group recovery plan. The first sentence only applies to financial holding companies that have at least one subsidiary that is a credit institution or a mortgage credit institution. The group recovery plan must indicate which measures the parent company assesses should be taken to restore the financial situation in the parent company and in each individual subsidiary in the event of a rapid or significant deterioration of the financial situation in one or more of the companies in the group. Section 71a, subsections 1 and 2, apply with the necessary adjustments correspondingly to the ultimate parent company and for the group recovery plan.

Subsection 2. The Danish Financial Supervisory Authority may, regardless of subsection 1, order that a recovery plan be prepared in accordance with Section 71a for each individual subsidiary that is a credit institution or a mortgage credit institution.

Subsection 3. The Danish Financial Supervisory Authority forwards group recovery plans prepared in accordance with subsection 1 to

the competent authorities that are part of the supervisory college,
the competent authorities in countries within the European Union or in countries with which the Union has concluded an agreement in the financial field, where significant branches are located, if the plan is assessed to be relevant for the branch in question,
the Danish Financial Stability Council or the authority in countries within the European Union or in countries with which the Union has concluded an agreement in the financial field, that is responsible for the resolution of the group, and
the Danish Financial Stability Council or an authority in the country within the European Union or in countries with which the Union has concluded an agreement in the financial field, that is responsible for the resolution of a subsidiary.

Subsection 4. With a view to making a joint decision, the Danish Financial Supervisory Authority assesses the group recovery plan in cooperation with the authorities mentioned in subsection 3, nos. 1 and 2, including whether the plan meets the requirements set out in subsection 1, cf. Section 71a, subsections 1 and 2. The authorities mentioned in subsection 3, nos. 3 and 4, may make recommendations to the Danish Financial Supervisory Authority regarding the content of the group recovery plan.

Subsection 5. If no joint decision is made within 4 months after the Danish Financial Supervisory Authority has forwarded the group recovery plan, cf. subsection 4, or on reactions in accordance with Section 71c, subsection 2, the Danish Financial Supervisory Authority makes the decision itself. The Danish Financial Supervisory Authority notifies the group's parent company, the Danish Financial Stability Council and the authorities mentioned in subsection 3 of this decision. If one of the authorities mentioned in subsection 3 has brought the matter before the European Banking Authority, the Danish Financial Supervisory Authority must make a decision in accordance with the decision of the European Banking Authority.

Subsection 6. The Danish Financial Supervisory Authority sets detailed rules on the requirements for the content of the group recovery plans, including rules on critical functions, scenarios with severe macroeconomic and financial stress and on maintenance and deadlines for the submission of group recovery plans.

Section 71c. The Danish Financial Supervisory Authority notifies the company or the group's parent company if the Danish Financial Supervisory Authority assesses that the recovery plan, cf. Section 71a, or the group recovery plan, cf. Section 71b, has significant deficiencies or that there are significant obstacles to its implementation. The company must submit a revised plan to the Danish Financial Supervisory Authority no later than 2 months after the notification. The Danish Financial Supervisory Authority may extend the deadline by up to 1 month.

Subsection 2. The Danish Financial Supervisory Authority may, if the company does not submit a revised plan within the set deadline, or if the revised plan does not sufficiently remedy the deficiencies and obstacles pointed out in accordance with subsection 1, order the company to

reduce the company's risk profile, including liquidity risk,
enable timely recapitalization measures,
revise the company's strategy and structure,
make changes to the financing strategy to improve the resilience of the core business areas and critical functions, and
make changes to the company's management structure.

Section 72. (Repealed)

Section 72a. Credit institutions, savings banks, mortgage credit institutions and investment management companies may outsource a process, a service or an activity that the company would otherwise perform itself to a supplier. The first sentence does not apply to outsourcing in the digital operational area.

Subsection 2. The Danish Financial Supervisory Authority may decide that the outsourcing company's outsourcing must be terminated within a deadline set by the Danish Financial Supervisory Authority if the outsourcing contract or its parties do not meet the rules set in accordance with subsection 3.

Subsection 3. The Minister for Business Affairs sets detailed rules on outsourcing regarding

the management arrangements, responsibility, risk management, monitoring, control and reporting of outsourcing companies in connection with outsourcing to a supplier, including the supplier's further outsourcing,
outsourcing companies' internal guidelines for outsourcing,
outsourcing companies' handling of conflicts of interest in connection with outsourcing,
requirements that outsourcing companies must at a minimum ensure that suppliers or sub-suppliers always meet, including also access, information and audit rights at suppliers and sub-suppliers,
requirements for the content of the contract,
outsourcing at group and sub-group level, and
outsourcing companies' duty to notify the Danish Financial Supervisory Authority of outsourcing.

Section 72b. (Repealed)

Section 72c. (Repealed)

Section 73. The office of board member in a financial company or as a member of the representative body in other financial companies than savings banks cannot be combined with the position of director in the company in question. However, the board of directors may temporarily appoint one of its members or a member of the representative body as director in the event of a director's absence. The person in question may not exercise voting rights in the aforementioned bodies in such a case.

Subsection 2. The office of head of internal audit and deputy head of internal audit cannot be combined with the office of board member.

Section 74. The chairman of the board of directors must ensure that the board of directors holds meetings when this is necessary and must ensure that all members are called. Any member of the board of directors, a director, an external auditor and the head of internal audit in a financial company may demand that the board of directors be called. A director, an external auditor, the head of internal audit and the responsible actuary have the right to attend and speak at board of directors' meetings, unless the board of directors decides otherwise in the individual case. External auditors and the head of internal audit always have the right to attend board of directors' meetings when matters are being processed that are of significance for the audit or for the preparation of the annual report.

Subsection 2. External auditors and the head of internal audit are obliged to participate in the board of directors' processing of the relevant matters if requested by even one board member.

Subsection 3. Minutes must be kept of the board of directors' proceedings, which must be signed by all members present. A board member, a director, an external auditor or the head of internal audit who does not agree with the board of directors' decision has the right to have their opinion entered into the minutes.

Section 75. The financial company must immediately notify the Danish Financial Supervisory Authority of information about circumstances that are of decisive significance for the continued operation of the financial company. The financial company must as soon as possible notify the Danish Financial Supervisory Authority of information that is of significant significance for the Danish Financial Supervisory Authority's supervision.

Subsection 2. The same applies to the individual member of the board of directors and a director in a financial company.

Subsection 3. If a member of a financial company's board of directors or management or the external auditor must assume that the financial company does not meet the capital requirements according to Section 126a, subsections 2-6, the capital base requirement according to Article 92, subsection 1, the minimum capital requirement in Article 93 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions or the solvency requirement according to Section 124, subsection 2, the person in question must immediately notify this to the Danish Financial Supervisory Authority.

Subsection 4. Subsections 1-3 apply correspondingly to financial companies and financial holding companies regarding circumstances in subsidiaries that are financial companies.

§ 75 a. A financial undertaking and a crowdfunding service provider shall have an arrangement whereby its employees can report breaches or potential breaches of financial regulation committed by the undertaking, including by employees or members of the board of directors of the undertaking, via a special, independent and separate channel. Reports to the arrangement may be made anonymously. The undertaking shall follow up on reports to the arrangement and be able to document in writing how the undertaking has followed up on the reports. The Act on the Protection of Whistleblowers applies to the arrangement in the first sentence, subject to § 2 of the Act on the Protection of Whistleblowers.

Subsection 2. The arrangement in subsection 1 may be established via a collective agreement.

Subsection 3. For an investment management company, subsection 1 applies only when the company employs more than five employees. The arrangement mentioned in subsections 1 and 2 shall be established no later than 3 months after the company has hired the sixth employee.

Subsection 4. The Danish Financial Supervisory Authority may, in special cases where the Danish Financial Supervisory Authority considers it pointless to establish an arrangement, grant a dispensation from the requirement in subsection 1.

§ 75 b. A financial undertaking and a crowdfunding service provider must not subject employees or former employees to detrimental treatment or detrimental consequences as a result of the employee or former employee having reported the undertaking's breach or potential breach of financial regulation to the Danish Financial Supervisory Authority or to an arrangement in the undertaking. The same applies to the determination, allocation and payment of variable pay to employees or former employees.

Subsection 2. Employees or former employees whose rights have been infringed by a breach of subsection 1 may be awarded compensation in accordance with the principles of the Act on Equal Treatment of Men and Women with regard to Employment etc. The compensation is determined with regard to the employee's or former employee's period of employment and the circumstances of the case otherwise.

Subsection 3. Subsections 1 and 2 may not be derogated from by agreement to the detriment of the employee or former employee.

§ 75 c. If an employee or former employee and a financial undertaking or a crowdfunding service provider enter into an agreement containing a confidentiality clause, it must appear from the agreement that the employee or former employee is not barred from reporting information about breaches or potential breaches of financial regulation to public authorities.

Subsection 2. Notwithstanding subsection 1, the employee or former employee is not barred from reporting information about breaches or potential breaches of financial regulation to public authorities, even if such a prohibition is included in an agreement between the employee or former employee and the financial undertaking or crowdfunding service provider. The same applies to reports to arrangements under § 75 a.

§ 76. (Repealed)

§ 77. Persons who, according to law or articles of association, are employed by the board of directors of a financial undertaking and employees for whom there is a significant risk of conflicts between their own interests and the interests of the financial undertaking, must not, for their own account or through companies they control,

take out loans or draw on already approved credits to purchase financial instruments, when the purchased financial instruments are pledged as security for the loan or credit,
acquire, issue or trade in derivative financial instruments, unless the purpose is risk hedging,
acquire capital shares, apart from shares in Danish UCITS, capital funds and foreign investment undertakings covered by § 143, subsection 1, no. 2 and 3, of the Act on Investment Funds etc., with a view to selling these earlier than 6 months after acquisition or
acquire positions in foreign currency, apart from the euro, when the position-taking is carried out for purposes other than payment for the purchase of financial instruments, goods or services or the purchase or operation of real estate or for use in travel.

Subsection 2. The category of persons mentioned in subsection 1 must not acquire capital shares in companies that carry out business as mentioned in subsection 1, no. 1-4. This does not apply, however, to the purchase of shares in credit institutions, insurance companies, mortgage credit institutions or fund brokerage companies and shares in Danish UCITS, capital funds and foreign investment undertakings covered by § 143, subsection 1, no. 2 and 3, of the Act on Investment Funds etc.

Subsection 3. The Board of Directors must take a position on which employees there is a significant risk of conflicts between their own interests and the interests of the financial undertaking, and who are therefore subject to the prohibition. The Board of Directors must ensure that the persons concerned are aware of this. The criminal provision in § 373, subsection 2, applies from the time when the person concerned has received information about this.

Subsection 4. The Board of Directors must draw up guidelines for persons covered by subsection 1 for control of compliance with the prohibition in subsection 1 and subsection 2, first sentence, including on the reporting of wealth dispositions.

Subsection 5. The external auditor must once a year review the financial undertaking's guidelines according to subsection 4 and in the audit protocol regarding the annual report state whether the guidelines are considered to be satisfactory and have functioned appropriately, and whether the undertaking's control procedures have given rise to remarks. If no audit protocol is kept, the information mentioned in the first sentence must appear in other corresponding documentation.

Subsection 6. A bookkeeping institution is obliged, at the request of the board of directors of the financial undertaking, to give the financial undertaking's external auditor access to information about accounts and deposits and to issue extracts therefrom for persons covered by subsection 1.

Subsection 7. The prohibition in subsection 1, no. 2, does not cover financial instruments that are derived from shares in the financial undertaking or a company affiliated with it, and which the person concerned receives as part of their remuneration.

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Subsection 8. The prohibition in subsection 1, no. 1, does not cover loans for the purchase of employee shares and the instruments mentioned in subsection 7.

Subsection 9. The prohibition in subsection 1, no. 3, does not cover shares acquired by exercising the instruments mentioned in subsection 7.

Subsection 10. Internal audit and deputy chief audit officers must not, regardless of subsections 1-9, have economic interests in the undertaking or group in which they are employed.

§ 77 a. In the remuneration of the board of directors, management and other employees whose activities have a significant influence on the undertaking's risk profile by credit institutions, mortgage credit institutions, investment management companies and financial holding companies, the undertaking must ensure that the following are fulfilled:

The variable pay components to a member of the board of directors or management may at the time of calculation of the variable pay amount to no more than 50 pct. of either the fee or the fixed basic salary including pension, subject to § 77 b, subsection 1.
The variable pay components to other employees whose activities have a significant influence on the undertaking's risk profile may at the time of calculation of the variable pay amount to no more than 100 pct. of the fixed basic salary, including pension.
The undertaking's supreme body may, however, decide that the variable pay components to other employees whose activities have a significant influence on the undertaking's risk profile, cf. no. 2, may amount to up to 200 pct. of the fixed basic salary, including pension, provided that the following requirements are met:

a) The undertaking must, no later than at the convocation of the supreme body's meeting, inform the supreme body that it wishes to have a decision on the use of a higher maximum ceiling.

b) The supreme body must make the decision on the use of a higher maximum ceiling on the basis of a detailed recommendation from the undertaking, which justifies the proposal, including the number of employees concerned, their areas of work, the new proposed maximum ceiling and the expected impact on the undertaking's ability to maintain a sound capital base. The shareholders must receive the recommendation no later than simultaneously with the convocation of the supreme body's meeting.

c) The undertaking must, no later than simultaneously with the transmission of the recommendation to the shareholders, cf. letter b, inform the Danish Financial Supervisory Authority of the recommendation to the shareholders, including the proposed higher maximum ceiling and the justification for the proposal. The undertaking must, at the request of the Danish Financial Supervisory Authority, prove that the proposed higher maximum ceiling is not in conflict with the undertaking's obligations under the law, regulations pursuant to § 71, subsection 3, and § 77 h, subsection 3, and Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, including in particular the capital base requirements.

d) The decision on the use of a higher maximum ceiling must be approved by the undertaking's supreme body with at least 66 pct. of the votes cast, provided that at least 50 pct. of the voting shares are represented at the meeting. If less than 50 pct. of the voting shares are represented at the meeting, the decision must be approved by at least 75 pct. of the votes cast. An employee who is a shareholder in the undertaking must not participate in the vote on this at the supreme body's meeting if the employee has a significant interest in the decision that may be contrary to the undertaking's interest.

e) The undertaking must, no later than 8 days after the supreme body's meeting, inform the Danish Financial Supervisory Authority of the supreme body's decision, including the size of any decided higher maximum ceiling.

At least 50 pct. of a variable pay component to the board of directors, management and other employees whose activities have a significant influence on the undertaking's risk profile must at the time of calculation of the variable pay consist of a balance of shares, or, depending on the undertaking's legal structure, corresponding ownership shares, share-based instruments or corresponding instruments that reflect the undertaking's creditworthiness. Credit institutions and mortgage credit institutions that have permission to execute orders and discretionary portfolio management, cf. Annex 1, Section A, no. 2 and 4, of the Act on Fund Brokerage Companies and Investment Services and Activities, must, where possible and appropriate, use instruments as regulated in Articles 52 and 63 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions or other instruments that can be converted into genuine core capital instruments or written down, and which in an appropriate manner reflect the undertaking's creditworthiness as an undertaking whose activity is presumed to continue. The instruments may be issued in the undertaking or its parent undertaking, which owns the undertaking fully. Subject to the investment management company's legal structure and its fund rules and articles of association, a significant part and at least 50 pct. of a variable pay component to a member of the board of directors and management and other employees whose activities have a significant influence on the investment management company's risk profile or on the risk profile of the managed Danish UCITS, must consist of shares, capital shares or instruments linked to capital shares in the investment management company or the managed Danish UCITS. The minimum requirement of 50 pct. in the fourth sentence does not apply if the management of Danish UCITS constitutes less than 50 pct. of the total portfolio managed by the investment management company.
The undertaking's payment of at least 40 pct. of a variable pay component, with larger amounts at least 60 pct., takes place over a period of at least 4 years with commencement 1 year after the calculation date, however for the board of directors and management at least 5 years, with an equal distribution over the years or with an increasing share at the end of the period.
The undertaking may refrain from paying a variable pay component entirely or partially, if the undertaking at the time of payment of the variable pay component does not comply with the capital requirement or solvency requirement in § 124, subsections 1-4, § 126 a, subsections 1-3, 5 and 7, and § 170 and Article 11, subsection 1 and 2, Article 92, subsection 1, and Articles 93, 97 and 500 in Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, or if the Danish Financial Supervisory Authority assesses that there is a likely risk thereof.
The undertaking does not pay variable pay to the board of directors and management, if the undertaking in the period to which the agreement on the variable pay relates, and until the time of calculation thereof, receives a deadline from the Danish Financial Supervisory Authority pursuant to § 225, subsection 1 or 4, on compliance with the solvency requirement.

Subsection 2. For the board of directors and management of credit institutions, mortgage credit institutions, investment management companies and financial holding companies, share options or similar instruments may amount to no more than 12.5 pct. of respectively the fee and the fixed basic salary including pension at the time of calculation thereof.

Subsection 3. The credit institution, mortgage credit institution, investment management company or financial holding company must ensure that shares and instruments etc. that are transferred to the board of directors, management or other employees whose activities have a significant influence on the undertaking's risk profile, as part of the variable pay mentioned in subsection 1, no. 4, must not be disposed of by these persons in a suitable period, and that these persons must not hedge the risk attached to these shares and instruments etc.

Subsection 4. The credit institution, mortgage credit institution, investment management company or financial holding company must ensure that payment of the deferred variable pay component to the board of directors, management and other employees whose activities have a significant influence on the undertaking's risk profile, according to subsection 1, no. 5, is conditional on the criteria that formed the basis for the calculation of the variable pay component still being fulfilled at the time of payment, conditional on the person concerned having complied with appropriate requirements of fitness and propriety and not having participated in or been responsible for conduct that has resulted in significant losses for the undertaking, and conditional on the undertaking's financial situation not having deteriorated significantly compared to the time of calculation of the variable pay component.

Subsection 5. The credit institution, mortgage credit institution, investment management company or financial holding company must ensure that the board of directors, management and other employees whose activities have a significant influence on the undertaking's risk profile, and who receive variable pay, must repay the variable pay entirely or partially, if the variable pay was paid on the basis of information about results that can be documented to be incorrect, and if the recipient is in bad faith.

Subsection 6. The credit institution, mortgage credit institution, investment management company or financial holding company must ensure that if the board of directors, management and other employees whose activities have a significant influence on the undertaking's risk profile are awarded a pension benefit that can be equated entirely or partially with variable pay components, cf. § 5, subsection 1, no. 38, the undertaking must, if the recipient leaves the undertaking before the pension date, retain this part of the pension benefit for 5 years in the form of instruments as mentioned in subsection 1, no. 4. Subsections 4 and 5 apply correspondingly to the cases mentioned in the first sentence. If the recipient is a member of the board of directors or employed in the undertaking at pension age, the undertaking must pay the variable part of the pension benefit to the recipient in the form of the instruments mentioned in subsection 1, no. 4, without the possibility of disposal or utilization for a period of 5 years. Subsection 5 applies correspondingly to the cases mentioned in the third sentence.

Subsection 7. For persons in employment relationships covered by a collective agreement, subsections 1-6 apply only to agreements on variable pay components if the agreements on variable pay are not set out in the agreement.

§ 77 b. For credit institutions, mortgage credit institutions, investment management companies and financial holding companies that receive state aid or have received an undertaking of state aid, including state capital injection, or subsidiaries of Finansiel Stabilitet, the percentage mentioned in § 77 a, subsection 1, no. 1, is 20 pct., subject to the condition that variable pay may only be awarded and paid to the board of directors and management if this is justified.

Subsection 2. No new share option programs or similar arrangements may be initiated for the board of directors and management in the undertakings mentioned in subsection 1.

Subsection 3. The undertakings mentioned in subsection 1 must in their remuneration policy set a specified limit, in relation to the undertaking's earnings, for the total allocation of variable pay to the board of directors, management and other employees whose activities have a significant influence on the undertaking's risk profile.

§ 77 c. Credit institutions, mortgage credit institutions, investment management companies and financial holding companies, whose capital shares are admitted to trading on a regulated market, or which in the 2 most recent financial years at the balance sheet date on average have had 1,000 or more full-time employees, must establish a remuneration committee, subject to subsection 2.

Subsection 2. In groups with several undertakings, which pursuant to subsection 1 or § 21, subsection 1, of the Act on Alternative Investment Fund Managers etc., have an obligation to establish a remuneration committee, a joint remuneration committee may, however, be established for these undertakings in the group or a part thereof. The remuneration committee must be organizationally placed in an undertaking under the supervision of the Danish Financial Supervisory Authority, except in a financial holding company, and must be established in an undertaking that is the parent undertaking of the other undertakings for which the committee is established.

Subsection 3. The chairman and the members of the remuneration committee must be members of the board of directors of the undertaking that establishes the remuneration committee, or of the boards of directors of undertakings that have a joint remuneration committee pursuant to subsection 2. The remuneration committee must be composed such that the members have the necessary knowledge and the necessary qualifications and competences to understand and monitor the undertaking's remuneration policy and practice, risk management and control activities.

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teter, in particular regarding the adaptation of the company's remuneration structure to the company's risk profile and the management of capital and liquidity, and is able to make a qualified and independent assessment of whether the company's remuneration, including pay policy and related business practices, is in compliance with §§ 77 a and 77 b and § 77 d, para. 1, and regulations issued pursuant to § 77 h.

Para. 4. The Remuneration Committee shall conduct the preparatory work for the board's decisions regarding remuneration, including pay policy and other decisions thereon, which may influence the company's risk management, and in this connection shall conduct the following:

The Remuneration Committee shall advise the board on the design of the company's pay policy, assist the board in ensuring compliance with the company's pay policy in practice, and assess whether the company's pay policy is updated, including, if necessary, proposing updates to the pay policy.
The Remuneration Committee shall ensure that the information presented to the general meeting regarding the company's pay policy and practices, as well as the information pursuant to § 77 a, para. 1, no. 3, letters a and b, are sufficient.
The Remuneration Committee shall assess whether the company's processes and systems are sufficient and take into account the company's risks, including risks associated with the management of capital and liquidity, in relation to the company's remuneration structure, and ensure that the company's pay policy and practices are in compliance with and promote sound and effective risk management and are in compliance with the company's business strategy, objectives, values, and long-term interests.
The Remuneration Committee shall assess the company's and business units' overall results and ensure that the management has evaluated whether the result criteria that formed the basis for the calculation of variable remuneration to the company's members of the board and management and other employees, whose activities have a significant influence on the company's risk profile, continue to be met at the time of payment, cf. § 77 a, para. 4.
The Remuneration Committee shall check selected evaluations conducted by the management, cf. no. 4, to test whether the conditions in § 77 a, para. 4, are met.
The Remuneration Committee shall ensure that the independent control functions and other relevant functions are involved, to the extent necessary for the implementation of the tasks in nos. 1-5, and, to the extent necessary, seek external advice.

Para. 5. The Remuneration Committee may perform other tasks regarding remuneration. The Committee shall, in the preparatory work, safeguard the company's long-term interests, including in relation to investors, and the public interest.

Para. 6. In companies covered by para. 1, and where there is employee representation on the board pursuant to the rules in chapter 8 of the Companies Act, at least one of these representatives shall be a member of the remuneration committee established pursuant to para. 1 or 2.

§ 77 d. A credit institution, a mortgage credit institution, an investment management company, and a financial holding company shall have a written pay policy that is in compliance with and promotes sound and effective risk management. The company's pay policy shall be gender-neutral.

Para. 2. The company's highest body shall approve the company's pay policy, cf. para. 1, including guidelines for the allocation of variable remuneration and guidelines for severance payments, upon any significant change and at least every fourth year. The company's pay policy shall be published on the company's website as soon as possible after approval. The pay policy shall remain publicly accessible on the website as long as it is in force.

Para. 3. In a credit institution, a mortgage credit institution, an investment management company, or a financial holding company, the chairman of the board shall in his report to the company's highest body account for the remuneration of the company's board and management. The report shall contain information about the remuneration in the previous financial year and about the expected remuneration in the current and the coming financial year. The chairman of the board shall explain and justify the content of the pay policy and its compliance in his report to the company's highest body.

Para. 4. The company's highest body shall approve the remuneration of the company's board for the ongoing financial year.

Para. 5. The board of a credit institution, a mortgage credit institution, an investment management company, and a financial holding company shall annually prepare and publish a remuneration report.

Para. 6. The remuneration report shall contain:

Information about the total remuneration that each member of the board and management has earned from the company and other companies within the same group as part of this role in the last 3 years, including information about the most significant content of retention and severance schemes.
An account of the connection between management's remuneration and the company's strategy and relevant objectives therefor.

Para. 7. The remuneration report shall be published on the company's website as soon as possible after the holding of the general meeting. The remuneration report shall remain publicly accessible on the website for a period of 10 years. The remuneration report may be available for a longer period than 10 years, provided that it no longer contains personal data.

§ 77 e. (Repealed)

§ 77 f. Credit and mortgage credit institutions shall ensure that the remuneration of the institution's employees is not in conflict with the institution's obligations pursuant to § 43, para. 1, and regulations issued pursuant to § 43, para. 2.

Para. 2. The pay policy of credit and mortgage credit institutions, cf. § 77 d, para. 1, shall contain measures to avoid conflicts of interest, including ensuring that the remuneration of employees is not dependent on the number or proportion of approved applications for mortgage credit or other forms of sales targets.

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Para. 3. For persons in employment relationships covered by a collective agreement, para. 1 and 2 shall only apply to agreements on remuneration if the agreements on remuneration are not set out in the agreement.

§ 77 g. The variable remuneration parts to a member of the board or management in a credit institution, a mortgage credit institution, or a financing institution as defined in Article 4, para. 1, no. 26, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions not established in Denmark, may not exceed 100 percent of the respective honorarium and the fixed base salary including pension.

Para. 2. A credit institution and a mortgage credit institution shall ensure that employees, whose activities have a significant influence on the group's risk profile, are designated in accordance with the Commission's delegated regulation on criteria for the definition of managerial responsibility and control functions, significant business unit, and significant influence on the company's risk profile, as well as other employee categories, whose activities have a significant influence on the company's subsidiaries within the same group.

§ 77 h. The Minister for Industry, Business and Financial Affairs may for credit institutions, mortgage credit institutions, investment management companies, and financial holding companies set detailed rules on the definition of other employees, whose activities have a significant influence on the company's risk profile.

Para. 2. The Minister for Industry, Business and Financial Affairs may for credit institutions, mortgage credit institutions, investment management companies, and financial holding companies set detailed rules on the duty to publish information about the remuneration of the board, management, and other employees, whose activities have a significant influence on the company's risk profile.

Para. 3. The Minister for Industry, Business and Financial Affairs may for credit institutions, mortgage credit institutions, investment management companies, and financial holding companies set detailed rules on the matters mentioned in § 77 a, paras. 1-6, and § 77 d, para. 1.

Para. 4. The Minister for Industry, Business and Financial Affairs may for credit institutions and mortgage credit institutions and financial holding companies set detailed rules on compliance with regulations on remuneration at group level.

§ 77 i. (Repealed)

§ 77 j. If a credit institution, a mortgage credit institution, an investment management company, an insurance company, a financial holding company, or an insurance holding company enters into an agreement on a severance scheme with a member of the management, and the value of the scheme exceeds an amount corresponding to the person's total remuneration in the last 2 financial years including pension, the company shall publish the size of the total remuneration, including the size of the individual remuneration parts, and a justification for the size of the remuneration parts.

Para. 2. The publication pursuant to para. 1 shall take place on the company's website in the same place where the company's pay policy is published, and shall take place as soon as possible and no later than 3 business days after the agreement is entered into. The information about a management member's severance scheme shall be available as long as the agreement is in force.

§ 77 k. Salary in an agreed notice period to a member of the management in a credit institution, a mortgage credit institution, an investment management company, an insurance company, a financial holding company, or an insurance holding company, which is not matched by a normal work obligation, shall be paid monthly during the notice period.

§ 77 l. A severance payment to a member of the management in a credit institution, a mortgage credit institution, an investment management company, an insurance company, a financial holding company, or an insurance holding company shall reflect the results achieved in performing the position, and must not reward misconduct or lack of results.

Para. 2. The severance payment shall be paid in monthly installments corresponding to the size of the recipient's average monthly salary including pension in the last financial year.

Para. 3. The payment of the severance payment may earliest begin after any salary in the notice period has been fully paid.

Para. 4. The board shall recommend the payment of the severance payment if the board assesses that the director during his employment has exhibited behavior that may be considered to constitute a serious managerial failure. The board shall withhold the payment of the severance payment if the company is charged with criminal offenses that can be attributed to the director, or if the board becomes aware that the director is charged with criminal offenses committed in connection with his employment in the company.

Para. 5. The board shall demand repayment of a severance payment that has been paid wholly or partially before the board became aware of behavior or matters covered by para. 4.

§ 77 m. §§ 77 j-77 l cannot be derogated from by agreement, including by agreement on a severance scheme for a member of the management in a credit institution, a mortgage credit institution, an investment management company, an insurance company, a financial holding company, or an insurance holding company, which is entered into with another company in the group that is not covered by the regulations.

§ 78. A financial company may not without the board's approval and entry thereof in the board's minutes

grant exposure to or receive security from board members and directors in the financial company or companies where board members and directors in the financial company are direct or indirect holders of a qualifying holding or are board members or directors, or
enter into an agreement with a director, when the agreement covers larger dispositions in relation to the director's economic conditions, or with a third party, in which the director has a significant interest that may be conflicting with the financial company.

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Para. 2. Members of the board shall compensate for losses that the financial company suffers as a result of grants, securities, or agreements covered by para. 1, which are approved by the board, unless the board proves that the loss could not have been prevented through the care and diligence that the management of the financial company is required to exercise.

Para. 3. A director who without the board's approval grants exposures, receives securities, or enters into agreements covered by para. 1, is liable for the loss that the financial company thereby may be caused, unless the director is liable pursuant to the Companies Act § 215, para. 2, cf. § 210.

Para. 4. If a grant or security covered by para. 1, no. 1, is entered into without the board's approval with a board member in the financial company or a company in which the board member directly or indirectly holds a qualifying holding or is a board member or director, the board member is liable for the loss that the financial company thereby may be caused, unless the board member is liable pursuant to the Companies Act § 215, para. 2, cf. § 210.

Para. 5. Exposures and agreements pursuant to para. 1 shall be granted or entered into in accordance with the financial company's usual business terms and on market-based terms, unless the exposure is entered into with an employee-elected board member on employment terms. If no audit minutes are kept, the declaration mentioned in the 2nd sentence shall appear in other corresponding documentation.

Para. 6. The management and the board shall particularly monitor the reasonableness and progress of exposures and agreements pursuant to para. 1.

Para. 7. The rules in para. 1-6 also apply to exposures to and agreements with persons who are connected to directors by marriage, cohabitation for at least 2 years, or kinship in direct ascending or descending line or as siblings, and with companies for which such persons are directors or have a qualifying holding of 10 percent or more of the capital or voting rights, or in which these persons can exercise significant influence or are members of the board.

Para. 8. A financial company or companies within the same group may not grant exposure to or receive security from an external auditor or the internal audit or deputy audit chief. This does not apply to loans granted by a life insurance company within the repurchase value of a life insurance policy issued by the life insurance company.

§ 79. The rules on group representation in the Companies Act do not apply to employees in companies through which a financial company temporarily conducts other business pursuant to this Act.

§ 79 a. In financial companies and financial holding companies, which have financial instruments admitted to trading on a regulated market in an EU/EEA country, or which have a balance sheet total of 500 million DKK or more in 2 consecutive financial years, the board shall

set targets for the proportion of members elected by the general meeting or a corresponding meeting, which is the company's highest authority, of the underrepresented gender in the board, unless there is an equal distribution of women and men among these members in the board,
set targets for the proportion of the underrepresented gender on the company's other management levels, unless there is an equal distribution of women and men on the other management levels, and
prepare a policy to increase the proportion of the underrepresented gender on the company's other management levels, unless there is an equal distribution of women and men on the other management levels, cf. however para. 5.

Para. 2. For parent companies that prepare group accounts, the calculation in para. 1 shall be based on the group account.

Para. 3. Other management levels are understood as two management levels below the board. The first management level below the board comprises the management and the persons who are organizationally at the same management level as the management. The second management level comprises persons with personnel responsibility who report directly to the first management level below the board.

Para. 4. The board shall set a new and higher target for the proportion of the underrepresented gender pursuant to para. 1, nos. 1 and 2, when the company has reached its previously set target, or a new target, when the time horizon for the expected fulfillment has expired.

Para. 5. Companies that in the last financial year have employed fewer than 50 employees may refrain from preparing a policy to increase the proportion of the underrepresented gender on their other management levels.

Para. 6. If a company is covered by both this provision and the provisions on gender composition in the highest management body in the Companies Act, the Act on Commercial Foundations, or the Act on Certain Commercial Activities, this provision takes precedence.

Para. 7. In companies that have established a nomination committee pursuant to § 80 a, the duty in para. 1, nos. 1 and 2, lies with the nomination committee.

Para. 8. Para. 1-7 do not apply to companies covered by the Gender Balance Act.

General rules on management's other roles

§ 80. Persons who, according to law or articles of association, are employed by the board in a financial company may not without the board's permission own or drive independent commercial business or as a board member, employee, or in other ways participate in the management or operation of other commercial business than the financial company, cf. however § 199, para. 10 and 11.

Para. 2. Other employees in a financial company, for whom there is a significant risk of conflicts between their own and the financial company's interests, may not without the management's permission own or drive independent commercial business or as a board member, employee, or in other ways participate in the management or operation of other commercial

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end of financial business. The board of directors shall be informed of permissions granted by the executive management.

Subsection 3. The board of directors shall determine for which employees there is a significant risk of conflicts between their own interests and the financial business's interests, and who therefore require the executive management's permission, cf. subsection 2. The board of directors shall ensure that the relevant employees are aware of this. The criminal provision in Section 373, subsection 2, applies from the time when the relevant employee has received information about this.

Subsection 4. The business mentioned in subsections 1 and 2 may only be contested if the financial business or businesses, which are part of a group or administrative community with the financial business, do not have or assume exposures to the business enterprises mentioned in subsections 1 and 2 or businesses which are part of a group with these businesses. Excluded from this are exposures in the form of capital shares, exposures to the businesses mentioned in subsections 5 and 6, and exposures to business enterprises which are part of a group with the financial business or business enterprises where financial businesses jointly or together with foundations and associations established in accordance with Sections 207 and 214 own more than 4/5 of the capital shares.

Subsection 5. The exposure prohibition mentioned in subsection 4 does not apply in connection with participation in the boards of directors of Danmarks Skibskredit A/S, Banker og Sparekassers Ungdomskontakt, LR Realkredit A/S, Bornholms Erhvervsfond, Grønlandsbanken A/S, regulated markets, clearing houses, securities depositories, NASDAQ OMX Stockholm AB, NASDAQ OMX Helsinki Oy, IFU – Investment Fund for Developing Countries, IØ – Investment Fund for Eastern Countries, Bankernes Kontantservice A/S, Fundcollect A/S, Fundconnect A/S and DLR Kredit A/S.

Subsection 6. The exposure prohibition mentioned in subsection 4 does not apply in connection with participation in the board of directors of a business which is temporarily operated by a credit institution or mortgage credit institution in accordance with Section 25 to secure or liquidate previously assumed exposures.

Subsection 7. All permissions granted by the board of directors in accordance with subsection 1 shall appear in the board's minutes of proceedings.

Subsection 8. The financial business shall at least once a year publish information about the positions which the board of directors has approved in accordance with subsection 1. Furthermore, the external auditor shall in the audit report regarding the annual report provide a statement on whether the financial business has exposures to business enterprises covered by subsections 1 and 2. If no audit report is kept, the statement mentioned in the second sentence shall appear in other corresponding documentation.

Subsection 9. The Danish Financial Supervisory Authority may grant dispensation from subsection 4 in special cases.

Nomination and Risk Committees

Section 80 a. A credit institution and a mortgage credit institution, which have capital shares listed for trading on a regulated market, or which in the 2 most recent financial years at the balance sheet date on average have had 1,000 or more full-time employees, shall establish a nomination committee.

Subsection 2. The chairman and members of the nomination committee shall be members of the board of directors of the relevant credit institution or mortgage credit institution.

Subsection 3. The nomination committee shall undertake the following:

Propose candidates for election to the board of directors.
Set targets for the proportion of the underrepresented gender in the board of directors and draw up a policy for how the target is to be achieved.
Establish a policy for diversity in the board of directors, which promotes sufficient diversity in qualifications and competences among the board's members.
Continuously and at least once a year assess the board's size, structure, composition and results in relation to the tasks to be performed, and report and make recommendations for any changes thereto to the full board.
Continuously and at least once a year assess whether the full board has the necessary combination of knowledge, professional competence, diversity and experience, and whether each individual member meets the requirements in Section 64, and report and make recommendations for any changes thereto to the full board.
Continuously review the board's policy for the selection and appointment of members of the executive management, if such a policy has been drawn up, and make recommendations to the board regarding this.

Subsection 4. When the nomination committee proposes candidates for election to the board of directors in accordance with subsection 3, no. 1, the nomination committee shall draw up a description of the functions and qualifications required for the specific post, and indicate the time expected to be allocated thereto.

Subsection 5. The nomination committee shall continuously ensure that the board's decision-making is not dominated by a single person or by a small group of persons in a way that harms the business's interests as a whole.

Subsection 6. The nomination committee shall have the opportunity to utilize all the resources which the committee deems necessary, including external advice, and the relevant credit institution or mortgage credit institution shall ensure that the nomination committee has sufficient financial resources for this.

Section 80 b. A credit institution and a mortgage credit institution, which have capital shares listed for trading on a regulated market, or which in the 2 most recent financial years at the balance sheet date on average have had 1,000 or more full-time employees, shall establish a risk committee.

Subsection 2. The chairman and members of the risk committee shall be members of the board of directors of the relevant credit institution or mortgage credit institution and shall have the necessary knowledge and the necessary qualifications and competences to understand and monitor the business's risks.

Subsection 3. The risk committee shall undertake the following:

Advise the board on the business's overall current and future risk profile and strategy.
Assist the board in ensuring that the board's risk strategy is implemented correctly in the organization.
Assess whether the financial products and services which the credit institution or mortgage credit institution trades are in accordance with the business's business model and risk profile, including whether the earnings from the products and services reflect the risks thereof, and draw up proposals for remediation if the products or services and the earnings therefrom are not in accordance with the business's business model and risk profile.
Assess whether the incentives in the business's remuneration structure take into account the business's risks, capital and liquidity as well as the probability of profit and the timing thereof.

Subsection 4. The risk committee shall have access to information about the business's risks, including at the risk management function, and, to the extent necessary and relevant, the possibility of using external advice.

Subsection 5. The risk committee shall continuously assess and decide on the type, quantity and frequency of information from the business which shall be available to the committee.

Publication

Section 80 c. A financial business which has a website shall publish information about how the business complies with the requirements in Section 70, subsection 1, no. 4, and subsection 4, Section 71, subsection 1, no. 9, Section 77 a, subsections 1-6, Section 77 b, subsections 1 and 3, Section 77 c and Section 80 a, subsection 1, and subsection 3, no. 3, to the extent that the relevant requirements apply to the business.

Subsection 2. A credit institution and a mortgage credit institution which have a website shall publish information about how the business establishes, implements and monitors the business's management arrangements, which ensure effective and prudent management of the business, including separation of tasks in the organization and prevention of conflicts of interest.

Subsection 3. Publication in accordance with subsections 1 and 2 shall take place on the business's website in a place where it naturally belongs.

Special rules for savings banks

Section 81. The representative body is the savings bank's highest authority.

Subsection 2. The representative body shall have at least 21 members. The representatives are elected for a period of 4 years. If the representative body becomes smaller than 21 members due to departure, supplementary elections shall take place.

Subsection 3. Those entitled to vote in the election of representatives are the savings bank's depositors and guarantors with voting rights. Each depositor may only cast 100 votes. A guarantor has from 0 to and including 100 votes for every 1,000 DKK of guaranteed capital deposited, however at most 2,000 votes. Rules about the electoral system, about voting rights and about the conduct of elections shall appear in the articles of association.

Subsection 4. The depositors and guarantors who cast votes in the election to the representative body elect such a large part of this as corresponds to the ratio between the number of votes cast and the total number of votes which belong to the savings bank's depositors and guarantors, however at least 1/3 of the representatives. The other members are elected solely by the voting guarantors and in savings banks without voting guarantors by the outgoing representative body. It should be sought to ensure that the representative body is composed diversely both geographically and in terms of business.

Subsection 5. If every depositor in the savings bank has the right to enter as a guarantor and the number of votes which can be cast by guarantors is at least 100,000, it may be stipulated in the savings bank's articles of association, regardless of the provisions in subsections 3 and 4, that the representative body is elected solely by the guarantors. A guarantor has from 0 to and including 100 votes for every 1,000 DKK of guaranteed capital deposited, however at most 2,000 votes. If the representative body is elected solely by the savings bank's guarantors, at least one guarantor's guaranteed capital must be voting.

Section 81 a. If the part of the equity capital which is not guaranteed capital in a savings bank is less than 20 percent of the savings bank's equity capital, the savings bank's statutory voting restrictions established in Section 81, subsection 3, 3rd sentence, and Section 81, subsection 5, 2nd sentence, cease to apply. The savings bank's statutory voting restrictions in Section 81, subsection 3, 3rd sentence, and Section 81, subsection 5, 2nd sentence, do not re-enter into force, even if the part of the equity capital which is not guaranteed capital again comes to constitute 20 percent or more of the equity capital.

Subsection 2. For savings banks covered by subsection 1, an amendment to the articles of association shall be carried out at the latest at the next representative body meeting, after the savings bank has become covered by subsection 1, so that it clearly appears in the savings bank's articles of association that the savings bank is not covered by the statutory voting restrictions. A savings bank may regardless of subsection 1 stipulate voting restrictions in the savings bank's articles of association.

Subsection 3. The assessment of whether the part of the equity capital which is not guaranteed capital constitutes less than 20 percent of the savings bank's equity capital shall be based on the most recently audited annual report, the most recently audited interim report or the most recently audited quarterly accounts.

Section 81 b. The savings bank shall obtain information about the savings bank's beneficial owners, including information about the beneficial owners' rights.

Subsection 2. Any person who directly or indirectly owns or controls the savings bank shall, upon the savings bank's request, provide the savings bank with the information about the ownership structure which is necessary for the savings bank's identification of beneficial owners, including information about the beneficial owners' rights.

Subsection 3. The savings bank shall register the information, including information about the beneficial owners' rights, in the Danish Business Authority's IT system as soon as possible after the savings bank has become aware that a person has become a beneficial owner. Any change to the information which is registered about the beneficial owners shall be registered as soon as possible after the savings bank has become aware of the change. The registered members of the savings bank's executive management shall be regarded and registered as beneficial owners in the Danish Business Authority's IT system if the savings bank, after having exhausted all possibilities for identification hereof, has no beneficial owners or no beneficial owners can be identified.

Subsection 4. The savings bank shall at least once a year investigate whether there are changes to the registered information about beneficial owners. The result of the annual investigation shall be presented at the board meeting where the board approves the annual report.

Subsection 5. The savings bank shall keep documentation for the information obtained about the savings bank's beneficial owners for 5 years after the beneficial ownership ends. The savings bank shall furthermore keep documentation for the information obtained about attempts to identify beneficial owners for 5 years after the implementation of the identification attempt.

Subsection 6. The savings bank shall upon request provide information about the savings bank's beneficial owners, including about the savings bank's attempts to identify the savings bank's beneficial owners, to the Danish Financial Crime Authority. The savings bank shall furthermore upon request provide the aforementioned information to other competent authorities when these authorities assess that the information is necessary for their performance of supervisory or control tasks.

Subsection 7. The Danish Financial Crime Authority and other competent authorities may gratuitously pass on information about beneficial owners which are registered, cf. subsection 3, or are obtained, cf. subsection 6, to other EU member states' competent authorities and financial intelligence units.

Subsection 8. The Danish Business Authority establishes detailed rules about the registration, availability and publication of the information in accordance with subsections 1, 3 and 5 in the Danish Business Authority's IT system, including which information the savings bank shall register in the authority's IT system.

Section 81 c. Savings banks which shall obtain, keep and register information about beneficial owners, cf. Section 81 b, shall upon request provide persons and businesses which in accordance with the Money Laundering Act must perform customer due diligence procedures with information about the savings bank's ownership structure.

Subsection 2. If the Danish Financial Supervisory Authority receives reports in accordance with the Money Laundering Act about discrepancies in relation to the registered information about a savings bank's beneficial owners, the Danish Financial Supervisory Authority shall investigate the matter. The Danish Financial Supervisory Authority may set a deadline for the correction of the matter vis-à-vis the savings bank.

Subsection 3. Upon request from the Danish Financial Supervisory Authority, the Danish Business Authority may simultaneously with the investigation, cf. subsection 2, publish a notice about the report in the Danish Business Authority's IT system. The savings bank shall have the opportunity to object to the report before it is published, unless the purpose of publishing the notice about the report is thereby lost.

Section 82. Board members are elected by the representative body for a maximum of 4 years at a time.

Section 83. A savings bank's articles of association shall contain provisions about

the savings bank's name and any secondary names,
the size, interest rate and voting distribution of the guaranteed capital,
guarantors and the obligations which lie upon these,
representative body, board of directors and executive management,
summons to representative body meetings and election to representative body, cf. Section 81, subsection 3,
time and place for the ordinary representative body meeting,
which matters shall be processed at the ordinary representative body meeting,
accounting and use of surplus,
amendment of articles of association and
voluntary termination of business.

Section 83 a. If a savings bank's articles of association contain a cap for or restriction of dividend payment and interest rate on the guaranteed capital, this is not an obstacle for the capital to be counted towards the savings bank's actual core capital.

Section 83 b. Holders of guaranteed capital may not have claims on redemption.

Section 84. The Companies Act's Sections 87 and 88, Section 89, subsections 1 and 3, Section 90, subsections 1 and 2, Sections 91 and 93, Section 94, subsection 1, Section 96, subsection 1, Sections 98, 100 a, 101, 102, 105, 108 and 109, Section 111, subsection 1, no. 1, and subsections 2 and 4, Sections 112-115, Section 117, subsection 1, Sections 118, 119, 121, 124, 127, 131 and 134, Section 135, subsections 1, 2 and 5, Sections 136-138 and 140-143 and Section 160, subsection 1, 1st and 2nd sentences, apply with the necessary adjustments and with the deviations which appear from this law's provisions correspondingly to savings banks.

Subsection 2. Cancellation of guarantee certificates without court judgment may take place in accordance with the rules in Section 66, subsection 3, in the Companies Act with the same notice as at cancellation of share certificates which are not negotiable instruments.

Special rules for cooperative banks

Section 85. The general meeting is the cooperative bank's highest authority and consists of the cooperative bank's members.

Subsection 2. Every member has the right to attend the general meeting and speak there. Every member has 1 vote. Members in cooperative banks covered by Section 85 a are allocated votes in accordance with the member's share of the cooperative bank's total member capital, unless otherwise follows from the cooperative bank's articles of association.

Section 85 a. If the part of the equity capital which is not member capital in a cooperative bank is less than 20 percent of the cooperative bank's equity capital, the cooperative bank's statutory voting restrictions established in Section 85, subsection 2, 2nd sentence, cease to apply. The cooperative bank's statutory voting restrictions in Section 85, subsection 2, 2nd sentence, do not re-enter into force, even if the part of the equity capital which is not member capital again comes to constitute 20 percent or more of the equity capital.

Subsection 2. For cooperative banks covered by subsection 1, an amendment to the articles of association shall be carried out at the latest at the next general meeting, after the cooperative bank has become covered by subsection 1, so that it clearly appears in the cooperative bank's articles of association that the cooperative bank is not covered by the statutory voting restrictions. A cooperative bank may regardless of subsection 1 stipulate voting restrictions in the cooperative bank's articles of association.

Subsection 3. The assessment of whether the part of the equity capital which is not member capital constitutes less than 20 percent of the cooperative bank's equity capital shall be based on the most recently audited annual report, the most recently audited interim report or the most recently audited quarterly accounts.

§ 85 b. The cooperative savings bank shall obtain information about the cooperative savings bank's beneficial owners, including information about the beneficial owners' rights.

Subsection 2. Any person who directly or indirectly owns or controls the cooperative savings bank shall, upon the cooperative savings bank's request, provide the cooperative savings bank with the information about the ownership structure that is necessary for the cooperative savings bank's identification of beneficial owners, including information about the beneficial owners' rights.

Subsection 3. The cooperative savings bank shall register the information, including information about the beneficial owners' rights, in the Business Authority's IT system as soon as possible after the cooperative savings bank has become aware that a person has become a beneficial owner. Any changes to the information registered about the beneficial owners shall be registered as soon as possible after the cooperative savings bank has become aware of the change. The registered members of the cooperative savings bank's management shall be regarded and registered as beneficial owners in the Business Authority's IT system if the cooperative savings bank, after having exhausted all possibilities for identification, has no beneficial owners or cannot identify any beneficial owners.

Subsection 4. The cooperative savings bank shall, at least once a year, investigate whether there are changes to the registered information about beneficial owners. The result of the annual investigation shall be presented at the board meeting where the board approves the annual report.

Subsection 5. The cooperative savings bank shall keep documentation for the information obtained about the cooperative savings bank's beneficial owners for 5 years after the beneficial ownership has ceased. The cooperative savings bank shall furthermore keep documentation for the information obtained about attempts to identify beneficial owners for 5 years after the completion of the identification attempt.

Subsection 6. The cooperative savings bank shall, upon request, provide information about the cooperative savings bank's beneficial owners, including about the cooperative savings bank's attempts to identify the cooperative savings bank's beneficial owners, to the Anti-Money Laundering Secretariat. The cooperative savings bank shall furthermore, upon request, provide the aforementioned information to other competent authorities when these authorities assess that the information is necessary for their performance of supervisory or control tasks.

Subsection 7. The Anti-Money Laundering Secretariat and other competent authorities may, free of charge, forward information about beneficial owners that has been registered, cf. subsection 3, or obtained, cf. subsection 6, to competent authorities and financial intelligence units in other EU Member States.

Subsection 8. The Business Authority shall set detailed rules on the registration, availability, and publication of information in the Business Authority's IT system pursuant to subsections 1, 3, and 5, including which information the cooperative savings bank must register in the Authority's IT system.

§ 85 c. Cooperative savings banks that are required to obtain, store, and register information about beneficial owners, pursuant to § 85 b, shall, upon request, provide persons and companies that are required to perform customer due diligence procedures pursuant to the Money Laundering Act with information about the cooperative savings bank's ownership structure.

Subsection 2. If the Danish Financial Supervisory Authority receives reports of discrepancies in the registered information about a cooperative savings bank's beneficial owners pursuant to the Money Laundering Act, the Danish Financial Supervisory Authority shall investigate the matter. The Danish Financial Supervisory Authority may set a deadline for the cooperative savings bank to rectify the matter.

Subsection 3. Upon request from the Danish Financial Supervisory Authority, the Business Authority may, concurrently with the investigation pursuant to subsection 2, publish a notice about the report in the Business Authority's IT system. The cooperative savings bank shall have the opportunity to object to the report before it is published, unless the purpose of publishing the notice about the report is thereby defeated.

§ 86. Board members are elected by the general meeting, cf. however § 69.

§ 87. A cooperative savings bank's articles of association shall contain provisions on

the cooperative savings bank's name and any additional names,
the size of the share capital and each shareowner's share in the cooperative savings bank's equity,
the conditions for membership, including the right to admission and the right to withdraw,
the obligations incumbent on the shareowners,
the general meeting, the board, the management,
the summons to the general meeting,
the time and place of the ordinary general meeting,
which matters shall be processed at the ordinary general meeting,
the preparation of accounts and the use of profit,
the adoption of proposals at the general meeting, including amendments to the articles of association,
the voluntary termination of business, and
provisions on the redemption of the share capital.

§ 87 a. If a cooperative savings bank's articles of association contain a cap on or limitation of dividend payments and the return on the share capital, this shall not prevent the capital from being included in the cooperative savings bank's core capital.

§ 87 b. Holders of share capital may not have claims on redemption.

§ 88. The Companies Act § 80, subsections 1-3, §§ 81, 87 and 88, § 89, subsections 1 and 3, § 90, subsections 1 and 2, §§ 91 and 93, § 94, subsection 1, § 96, subsection 1, §§ 98, 100 a, 101, 102, 105, 108 and 109, § 111, subsection 1, no. 1, and subsections 2 and 4, §§ 112-115, § 117, subsection 1, §§ 118, 119, 121, 124, 127, 131 and 134, § 135, subsections 1, 2 and 5, §§ 136-138 and 140-143 and § 160, subsection 1, first and second sentences, shall apply correspondingly to cooperative savings banks with the necessary adjustments and with the deviations that follow from the provisions of this Act.

Subsection 2. The Companies Act § 96, subsection 2, § 106, subsection 1, and § 107, subsections 1 and 2, nos. 1-4, 6 and 7, shall additionally apply correspondingly to cooperative savings banks that are covered by § 85 a, subsection 1, and where the cooperative savings bank has not set voting rights restrictions corresponding to the statutory voting rights restrictions in the cooperative savings bank's articles of association, with the necessary adjustments and with the deviations that follow from the provisions of this Act.

Subsection 3. Cancellation of share certificates without court order may take place pursuant to the rules in § 66, subsection 3, of the Companies Act with the same notice as in the case of cancellation of share certificates that are not negotiable instruments.

§§ 89-97. (Repealed)

Special rules for investment management companies

§ 98. The investors in the UCITS and investment funds that an investment management company administers, and investors with whom the investment management company has entered into an agreement on discretionary portfolio management, cf. Annex 1, Section A, no. 4, of the Act on Securities Companies and Investment Services and –Activities, cf. § 10, subsection 2, have the right to choose a member of the board of the investment management company through an investor forum. Investor and consumer organizations have access to propose candidates for the board to the investor forum. The election shall be carried out at an election meeting or by electronic voting pursuant to rules set in the investment management company's articles of association. Investors may be represented by proxy.

Subsection 2. The investment management company's articles of association shall determine whether investors can vote in proportion to their relative share of the assets that the investment management company administers for UCITS, investment funds, and investors with whom the investment management company has entered into an agreement on discretionary portfolio management, cf. Annex 1, Section A, no. 4, of the Act on Securities Companies and Investment Services and –Activities, cf. § 10, subsection 2, or whether each investor has one vote regardless of the invested amount. If investors vote according to their relative share of the assets, the number of votes shall be calculated based on the net asset value after the last published price or the price on a predetermined date.

Subsection 3. When an investment management company exclusively administers investment funds, SIKAVs, and investment funds that own the company, cf. § 26, subsection 1, of the Act on Investment Funds etc., the company is exempt from the requirement in subsection 1 to establish an investor forum, provided that at least one member of the board of the administered funds and SIKAVs is elected as a member of the investment management company's board.

§ 99. An investment management company's board or management may only grant permission pursuant to § 80, subsections 1 and 2, for a director or employee to be a board member in or participate in the management or operation of an investment fund, provided that the investment fund is not administered by the investment management company, and provided that there is no overlap of persons between the majority of the members of the board of the relevant investment fund and the investment management company's board. The person in question may not serve as chairman of the board.

Subsection 2. An investment management company's board or management may not grant permission for directors and other senior employees to be board members in or participate in the management or operation of the custodian company or another company with which one of the investment funds that the investment management company administers has entered into significant agreements, or in a company that is affiliated with these companies.

Subsection 3. The board or management may, notwithstanding subsection 2, nevertheless grant permission for a director or employee to be a board member in the investment management company's subsidiaries or affiliated companies that could be subsidiaries, cf. § 28.

§ 100. An investment management company shall have sufficient qualified staff and the necessary professional expertise to

perform the administration of the type of UCITS that the investment management company administers,
assess the performance of the tasks that the investment management company has delegated, cf. §§ 102-105,
be able to make investment decisions for the administered UCITS,
assess the investments made and results achieved when an investment fund's board or an investment management company's board for a SIKAV or securities fund has entered into an agreement on portfolio management regarding the relevant UCITS' or a section's assets, and
take sustainability risks into account when fulfilling the requirements in § 71, subsection 1, when performing the administration of UCITS.

§ 101. Investment management companies shall, in the performance of their tasks for a Danish UCITS, act honestly, fairly, professionally, independently, and exclusively in the interest of the relevant UCITS and its investors.

Subsection 2. Investment management companies shall, in daily management, best safeguard the interests of the UCITS(s) they administer.

Subsection 3. Investment management companies' boards shall

set a policy regarding conflicts of interest between UCITS, sections, and share classes inter se as well as between these on the one hand and the investment management company and other companies it is part of a group with, and other contractual partners respectively investment management company's other customers, including investment funds, on the other hand,
be able to identify conflicts of interest that may harm a UCITS' investors,
limit conflicts of interest as much as possible, and
if the organizational or administrative arrangements implemented to manage conflicts of interest are not sufficient to reasonably guarantee that the risk of harming a UCITS, investment fund, or investor is avoided, in the specific case inform the relevant UCITS, investment fund, or investor about the general content of the conflicts of interest before the parties enter into an agreement, or, if an agreement has been entered into, when the conflict of interest is identified.

Subsection 4. When an investment management company also has permission to perform discretionary portfolio management, it shall maintain a clear separation between this portfolio management and the administration of UCITS. The investment management company is, in matters concerning the administration of investment funds, subject to the individual investment fund's board's right to give instructions, and in matters concerning other UCITS, subject to the company's board's right to give instructions, unless other rules apply in a foreign UCITS' home country.

Subsection 5. The Danish Financial Supervisory Authority may set detailed rules on how investment management companies shall identify and limit conflicts of interest.

Special rules for capital managers, intermediaries, and advisory proxies regarding shareholder rights

§ 101 a. A capital manager shall prepare and publish a policy on active ownership in companies whose shares are admitted to trading on a regulated market, describing how the capital manager integrates active ownership into its investment strategy.

Subsection 2. The policy on active ownership, cf. subsection 1, shall describe how the capital manager

monitors companies in which investments are made, within relevant areas, including strategy, financial and non-financial results, risk, capital structure, social and environmental impact, and good corporate governance,
conducts dialogue with companies in which investments are made,
exercises voting rights and other rights attached to shares,
cooperates with other shareholders,
communicates with relevant stakeholders in companies in which investments are made, and
handles actual and potential conflicts of interest in connection with the company's active ownership.

Subsection 3. A capital manager shall publish once a year how the manager's policy on active ownership has been implemented, including a general description of voting and a report on the most significant votes and the manager's use of advisory proxies' services.

Subsection 4. A capital manager shall publish how the manager has voted on behalf of shareholders at general meetings in companies in which the manager manages shares as part of its portfolio management. Votes that are insignificant due to the subject matter of the vote or the size of the shareholding in the relevant company may be omitted from the publication.

Subsection 5. A capital manager may choose not to fulfill one or more of the requirements in subsections 1-4 if the capital manager publishes a clear and reasoned explanation of why the manager has chosen this.

Subsection 6. The information that shall be published pursuant to subsections 1-5 shall be freely accessible on the capital manager's website.

Subsection 7. Rules on conflicts of interest in other legislation that apply to a capital manager shall apply correspondingly in connection with activities regarding active ownership.

§ 101 b. A capital manager shall once a year notify group 1 insurance companies that conduct business covered by Annex 2 of the Act on Insurance Business, and insurance companies that conduct reinsurance of life insurance liabilities, with which a capital management agreement has been entered into, cf. § 177, subsection 2, of the Act on Insurance Business, how the capital manager's investment strategy and its implementation in relation to investments in shares admitted to trading on a regulated market are in compliance with the capital management agreement and contribute to the return of these companies' or funds' assets in the medium to long term. The same applies if the capital manager has entered into an agreement as mentioned in the first sentence with the Labour Market Supplementary Pension and the Wage Earners' Price Adjustment Fund.

Subsection 2. The notification, cf. subsection 1, shall include reporting on

significant medium to long-term risks associated with the investments,
the portfolio composition,
turnover and turnover costs,
the use of advisory proxies for activities regarding active ownership, and
the capital manager's policy on securities lending, and how the policy is used if applicable for activities regarding active ownership, particularly at the time of the general meeting in the companies invested in.

Subsection 3. The notification, cf. subsection 1, shall contain information on

whether and, if applicable, how the capital manager makes investment decisions based on an evaluation of medium to long-term results, including non-financial results, for the companies in which investments are made, and
whether conflicts of interest have arisen in connection with active ownership, what conflicts of interest were involved, and how the capital manager has handled these.

Subsection 4. If information as mentioned in subsections 1-3 is already publicly available, the capital manager is not obliged to notify the information directly to the group 1 insurance company that conducts business covered by Annex 2 of the Act on Insurance Business, insurance companies that conduct reinsurance of life insurance liabilities, or the Labour Market Supplementary Pension and the Wage Earners' Price Adjustment Fund.

§ 101 c. An intermediary that stores information about shareholders' identity shall, upon request from an issuer or from a third party appointed by the issuer, as soon as possible notify the issuer of the information about the identity. An issuer may request an intermediary to collect and forward information about shareholders' identity, including from other intermediaries in the intermediary chain, to the issuer.

Subsection 2. If there is more than one intermediary in a chain of intermediaries, the request pursuant to subsection 1, first sentence, shall be forwarded between the intermediaries as soon as possible.

Subsection 3. An intermediary shall notify an issuer of contact details for the next intermediary in the chain of intermediaries as soon as possible after request from the issuer or from a third party appointed by the issuer.

§ 101 d. Personal data about shareholders may only be used for the identification of existing shareholders with the aim
18. november 2025. 39 Nr. 1390.

view on the fulfillment of the provisions in §§ 101 c and 101 e-101 h. An intermediary must not store the personal data, cf. § 101 c, para. 1, for more than 12 months after becoming aware that the person in question has ceased to be a shareholder, unless otherwise follows from other legislation.
Para. 2. An intermediary's transmission of information about a shareholder's identity, cf. § 101 c, is not considered a breach of the duty of confidentiality that applies in accordance with a contract or other legislation.
§ 101 e. An intermediary must as soon as possible transmit the following information from the issuer to a shareholder or to a third party appointed by the shareholder:

Information that the issuer is obliged to give a shareholder, cf. the Companies Act § 49 a, para. 4, in order to enable the shareholder to exercise shareholder rights, and which is addressed to all shareholders with shares in the relevant class, or
a notice of where on the company's website the information mentioned in no. 1 can be found, if the information is available to the shareholders on the issuer's website.
Para. 2. Para. 1 does not apply when the issuer sends the information or a notice according to para. 1 directly to all its shareholders or to a third party appointed by the shareholders.
Para. 3. When there is more than one intermediary in a chain of intermediaries, the information, cf. para. 1 and § 101 f, must be transmitted as soon as possible between the intermediaries, unless the information can be sent directly by the intermediary to the shareholder or to a third party appointed by the shareholder.
§ 101 f. An intermediary must as soon as possible transmit information about the shareholder's exercise of shareholder rights, which the intermediary has received from a shareholder, to the issuer.
Facilitation of the exercise of shareholder rights § 101 g. An intermediary must facilitate the exercise of shareholder rights, including the right to participate and vote in connection with general meetings, by
initiating the necessary arrangements so that a shareholder or a third party appointed by the shareholder can exercise the rights themselves, or
offering to exercise the shareholder rights on explicit authorization and instruction from a shareholder and for the benefit of the shareholder.
Para. 2. An intermediary must as soon as possible transmit electronic confirmations of receipt of votes and registration of votes and that votes have been counted, which the intermediary has received from an issuer, to a shareholder or to a third party appointed by the shareholder.
Para. 3. When there is more than one intermediary in a chain of intermediaries, the electronic confirmations, cf. para. 2, must be transmitted as soon as possible between the intermediaries, unless the confirmation can be sent directly to a shareholder or a third party appointed by the shareholder.
Fees
§ 101 h. An intermediary must separately for each individual service provided in accordance with the provisions in §§ 101 c-101 g, publish the size of any fees.
Para. 2. Fees that an intermediary charges from a shareholder, an issuer or another intermediary must be non-discriminatory and proportionate to the actual costs associated with the delivery of the services.
Para. 3. An intermediary may only differentiate between any fees charged in connection with national and cross-border exercise of rights when the fees are duly justified and reflect fluctuations in the actual costs incurred in connection with the delivery of these services.
Para. 4. Fees are charged to the shareholder, issuer or intermediary who requests a service.
Special rules for advisory proxies regarding transparency § 101 i. An advisory proxy must once a year publicly present a reference to a code of conduct that the advisory proxy uses, and annually update the report on the use of this code of conduct.
Para. 2. If the advisory proxy uses a code of conduct but deviates from one or more of the code's recommendations, the advisory proxy must indicate which parts of the code are deviated from, present the reasons for this, and state which alternative measures have possibly been taken.
Para. 3. An advisory proxy that does not use a code of conduct must present a clear and justified account of why this is the case.
Para. 4. The information mentioned in para. 1-3 must be published and made available free of charge on the advisory proxy's website.
§ 101 j. An advisory proxy must once a year publish the following information about the preparation of its investigations, advice and recommendations regarding voting in listed companies:
The most significant characteristics of the methodologies and models used.
The most important information sources.
The procedures introduced to ensure the quality of investigations, advice and recommendations regarding voting and the qualifications of the personnel involved.
Whether, and if so how, consideration is given to conditions on the Danish market and to legal, regulatory and company-specific conditions.
The most significant elements of the voting policies used for the individual markets.
Whether there is dialogue with the companies that are the subject of the advisory proxy's investigations, advice and recommendations regarding voting, and with the company's stakeholders and if so the extent and nature thereof.
The policy for the prevention and handling of potential conflicts of interest.
Para. 2. The information mentioned in para. 1 must be published on the advisory proxy's website and must be available free of charge for at least 3 years after the date of publication. The information does not need to be published separately if it is presented as part of the information mentioned in § 101.
Para. 3. An advisory proxy must identify and as soon as possible notify its customers of actual or potential conflicts of interest and business connections that may affect the preparation of the advisory proxy's investigations, advice or recommendations regarding voting, and the measures taken to remove, limit or handle actual or potential conflicts of interest.
Para. 4. Para. 1-3 apply correspondingly to advisory proxies that neither have their statutory seat nor their head office in the European Union but carry out activities through a business establishment located in the Union.
Investment management companies' access to delegate tasks concerning the administration of AIFs, investment funds and foreign UCITS § 102. The board of directors of an investment management company may delegate tasks that form part of the administration of an AIF, investment fund or foreign UCITS to a company that has permission to carry out the relevant tasks.
Para. 2. The board may enter into agreements on portfolio management with a company that meets the conditions in § 103, para. 1, and which is not the depositary for the AIF, investment fund or foreign UCITS or another company whose interests may conflict with the interests of the relevant AIF, investment fund or foreign UCITS and its investors.
Para. 3. When the investment management company's board makes a decision on delegation, cf. para. 1 and 2, the delegation must result in more efficient operation of the investment management company's business and more efficient administration of the AIF, investment fund or foreign UCITS that the delegation concerns, and comply with the conditions set out in §§ 103-105.
Para. 4. The obligations of the investment management company and the depositary, cf. §§ 106-106 c and 107, are not affected by the board having delegated tasks to third parties.
Para. 5. The board must ensure supervision of the execution of the delegated tasks, cf. §§ 103-105.
Para. 6. The board may not delegate such a large part of the administrative tasks that the investment management company becomes an empty company, insofar as tasks in connection with the administration of an AIF, investment fund or foreign UCITS are concerned.
§ 103. An investment management company must ensure that the companies to which the company delegates tasks are qualified and capable of carrying out the relevant tasks. In cases where the delegation concerns investment management, the board may only delegate tasks to companies that have permission to or are registered for the management of assets, cf. however § 102, para. 2, and which are subject to supervision. Para. 2. The company to which the investment management company has delegated tasks may only re-delegate the delegated tasks or part thereof to another company with individual permission from the investment management company's board, and only if this delegation results in more efficient administration of the administered AIFs, investment funds or foreign UCITS. Para. 3. The board's delegation of tasks must not prevent effective supervision of the investment management company and the administered AIFs, investment funds or foreign UCITS, and must likewise not prevent the investment management company from operating or prevent the AIF, investment fund or foreign UCITS from being managed in the interests of the investors. Para. 4. The board may only delegate tasks in connection with investment management to companies that have their seat in a country outside the European Union or countries with which the Union has concluded an agreement in the financial area, when the Danish Financial Supervisory Authority can cooperate with the supervisory authorities in the relevant country. § 104. In delegation of tasks, an investment management company must ensure that the delegation agreement gives the investment management company's management the opportunity at any time to effectively monitor the activities carried out by the company to which the task has been delegated. Para. 2. The agreement on delegation must not prevent the investment management company from at any time giving further instructions to the company to which the task has been delegated, and from terminating the agreement with immediate effect, if it is in the interest of the administered AIF, investment fund or foreign UCITS. § 105. The investment management company must notify the Danish Financial Supervisory Authority of the content and conditions of the agreement within 8 business days after the conclusion of an agreement on delegation, cf. § 102, para. 1 and 2, and § 103, para. 2. Para. 2. The Danish Financial Supervisory Authority sets detailed rules on
when the conditions in para. 1, § 102, para. 1-3 and 5, and §§ 103 and 104 are fulfilled,
when an investment management company is considered to have delegated tasks to such an extent that the company is considered an empty company according to § 102, para. 6, and can no longer be considered to administer the AIF, investment fund or foreign UCITS, and
which tasks in relation to delegation are considered significant.
Special rules for depositaries for Danish UCITS § 106. An investment management company must ensure that one depositary is appointed for each individual Danish UCITS that it administers, in accordance with the rules in this chapter.
Para. 2. A depositary must manage and store a Danish UCITS' financial assets separately for the Danish UCITS' sections. The depositary must be able to provide sufficient financial and professional security to really be able to exercise the role for the Danish UCITS.
Para. 3. The depositary must in the execution of its tasks for the Danish UCITS act honestly, fairly, professionally, independently and exclusively in the interest of the UCITS and its investors.
Para. 4. The depositary must not carry out activities that can create conflicts of interest between a Danish UCITS, its investors, the investment management company and the depositary itself, unless the depositary has functionally and hierarchically separated the execution of its depositary tasks from its other activities that can create conflicts of interest, and the potential conflicts of interest are fully demonstrated, managed, monitored and disclosed to the UCITS' investors. Para. 5. The depositary must execute instructions from the investment management company or investment associations that have not delegated the daily management to an investment management company, unless the instructions contradict applicable legislation or the Danish UCITS' articles of association or fund regulations. § 106 a. The depositary must ensure that
a Danish UCITS' issuance and redemption and mortification of investors' shares are carried out in accordance with the rules in the Act on Investment Associations etc. and the articles of association or fund regulations,
the calculation of the net asset value per share is carried out in accordance with applicable legislation and the Danish UCITS' articles of association or fund regulations,
the consideration in connection with transactions that the Danish UCITS enters into is delivered to the Danish UCITS within usual deadlines on the relevant market,
payment of dividends or allocation of profit to increase the assets takes place in accordance with the Danish UCITS' articles of association or fund regulations,
the value of a Danish UCITS' holding of mortgage bonds is assessed in accordance with the rules on this, and
purchase and sale of assets, including mortgage bonds, are carried out at prices that are not less favorable than the market value.
Para. 2. When the depositary is the depositary for a Danish UCITS administered by an administration company with its seat in a country within the European Union or in a country with which the Union has concluded an agreement in the financial area, the depositary, the investment association's or AIF's board and the administration company must enter into a written agreement on the exchange of information that is necessary for the depositary to carry out its duties under this law, the Act on Investment Associations etc. and rules issued pursuant to these laws. Para. 3. When the depositary is the depositary for a Danish UCITS that is a master fund or feeder fund, cf. § 2, no. 20 and 21, in the Act on Investment Associations etc., but not the depositary for both funds in the master-feeder structure, it must enter into a written agreement according to § 4, para. 4, no. 1, in the Act on Investment Associations etc. with the other depositary on the exchange of information to ensure that both depositaries can carry out their duties. Para. 4. The depositary for a Danish UCITS that is a master fund, cf. § 2, no. 20, in the Act on Investment Associations etc., must immediately notify the Danish Financial Supervisory Authority if it becomes aware of irregularities in relation to the master fund. If the irregularities are considered to have negative consequences for a feeder fund, the depositary must also notify the feeder fund, its investment management company or administration company and its depositary. Para. 5. The Danish Financial Supervisory Authority may set detailed rules on
the depositary's duties towards Danish UCITS for which it is the depositary,
the depositary's duty to notify a feeder fund and its depositary, cf. para. 3,
the depositary's duty to notify the Danish Financial Supervisory Authority of matters concerning Danish UCITS for which it is the depositary, and
the content of the agreement mentioned in para. 2.
§ 106 b. The depositary must control the Danish UCITS' cash flows.
Para. 2. The depositary must carry out special control to ensure that all payments made by or on behalf of the investors in connection with subscription of shares in the Danish UCITS are received and booked on cash accounts in the name of the Danish UCITS, the depositary or the investment management company, when these act on behalf of the Danish UCITS, with entities covered by the rules implementing article 18, para. 1, litra a-c, of Directive 2006/73/EC of 10 August 2006 on the implementation of Directive 2004/39/EC of the European Parliament and of the Council as regards the organisational requirements and conditions for the operation of investment firms as well as definitions of concepts for the purposes of the aforementioned directive, and are carried out in accordance with the principles set out in article 16 of Directive 2006/73/EC of 10 August 2006 on the implementation of Directive 2004/39/EC of the European Parliament and of the Council as regards the organisational requirements and conditions for the operation of investment firms as well as definitions of concepts for the purposes of the aforementioned directive. Para. 3. If cash accounts are opened in the name of the Danish UCITS' depositary according to para. 2, neither funds from the account-holding entity nor from the depositary may be booked on such accounts. § 106 c. The Danish UCITS' assets must be transferred to the depositary for storage according to the following rules:
For the instruments mentioned in Annex 2 in the Act on Securities Brokerage Companies and Investment Services and Activities that can be stored in a deposit, the following applies:
a) The depositary must store the instruments mentioned in Annex 2 in the Act on Securities Brokerage Companies and Investment Services and Activities that can be registered on an account or in a deposit opened with the depositary. b) The depositary must store physical instruments covered by Annex 2 in the Act on Securities Brokerage Companies and Investment Services and Activities that can be delivered to the depositary. c) The depositary ensures, while observing § 95 in the Act on Securities Brokerage Companies and Investment Services and Activities and rules set pursuant thereto, that the stored instruments covered by Annex 2 in the Act on Securities Brokerage Companies and Investment Services and Activities are registered on accounts or in deposits that are separate from the depositary's own, and that the accounts and deposits used are opened in the name of the Danish UCITS or its investment management company, so that they can at all times be identified as belonging to the Danish UCITS.
For other assets the following applies:
a) The depositary must control that the Danish UCITS is the owner of the assets, based on documentation presented by the Danish UCITS or its investment management company and on any existing external documentation. b) The depositary must keep an updated register of the assets that the depositary has controlled, cf. letter a.
Para. 2. The depositary must regularly give the Danish UCITS or its investment management company a comprehensive overview of the UCITS' assets.
Para. 3. The depositary or third party to whom the deposit function is delegated, cf. § 106 d, must not sell, pledge or otherwise dispose of the Danish UCITS' assets without prior consent from the UCITS or its investment management company. The assets that are stored in deposit with the depositary or by a third party to whom the deposit function is delegated may furthermore only be sold, pledged or otherwise disposed of if
the disposal is made for the account of the Danish UCITS,
the disposal is made after instruction from the investment management company or the Danish UCITS,
the disposal is in the interest of the Danish UCITS and its investors,
the disposal is covered by a high-quality liquid security pledge, which is provided to the Danish UCITS by transfer of ownership rights, and
the security pledge's market value at all times at least constitutes the market value of the assets covered by the transaction plus a premium.
§ 106 d. The depositary cannot delegate tasks covered by § 106 a, para. 1, and § 106 b to third parties.
Para. 2. The depositary may delegate tasks covered by § 106 c, para. 1, to third parties if the following conditions are fulfilled:
The tasks are not delegated with the intention of evading the requirements of this law.
The depositary must be able to objectively justify the delegation.
The depositary has shown appropriate skill, diligence and care in connection with the selection of the third party to whom the tasks are delegated.
The depositary must show appropriate skill, diligence and care in the ongoing control and monitoring of the third party's execution of the delegated tasks and arrangements connected thereto.
Para. 3. The depositary must ensure that the third party in connection with the execution of the delegated tasks at all times fulfills the following conditions:
The third party's organization and competencies must be sufficient in relation to the nature and complexity of the assets that have been transferred for storage with the third party.
As far as delegation of tasks covered by § 106 c, para. 1, is concerned, the third party must be subject to effective supervisory regulation, including minimum capital requirements and supervision in the relevant jurisdiction, and periodic external audit to ensure that the instruments mentioned in Annex 2 in the Act on Securities Brokerage Companies and Investment Services and Activities are in the third party's possession, cf. however para. 4.
The third party must keep the depositary's customers' assets separate from the depositary's and the third party's own assets in a way so that they can at all times be identified as belonging to the specific customer at the depositary.
The third party must take the necessary steps to ensure that a Danish UCITS' assets stored in deposit with the third party, in the event of the third party's insolvency, cannot be distributed or realized for the benefit of the third party's creditors.
The third party must observe § 101, para. 1, § 106, para. 3, and § 106 c, para. 1 and 3, as well as § 5, para. 2-4, in the Act on Investment Associations etc.
Para. 4. The depositary may delegate tasks to third parties, even if the requirements in para. 3, no. 2, are not fulfilled, if the following conditions are fulfilled:
The delegation must concern the instruments mentioned in Annex 2 in the Act on Securities Brokerage Companies and Investment Services and Activities, where a third country's legislation requires that these must be stored in deposit with a local entity.
The delegation does not go further than required by the third country's legislation.
No local entity fulfills the requirements for delegation in para. 3, no. 2.
Investors in the Danish UCITS must beforehand be duly informed about their investment in the UCITS that the delegation is required due to a third country's legislation, about the circumstances that justify the delegation, and about the risks connected therewith.
The Danish UCITS or its investment management company must have instructed the depositary to delegate storage of the instruments mentioned in Annex 2 in the Act on Securities Brokerage Companies and Investment Services and Activities to the local entity.
Para. 5. Delegation according to the exception in para. 4 can only be maintained as long as all conditions in para. 4, no. 1-3, are fulfilled.

Section 6. The provision of services via securities settlement systems covered by the rules in Chapter 31 of the Act on Financial Markets, and the provision of services via third-country securities settlement systems, are not considered delegation of the depositary company's tasks.

Section 7. A third party may further delegate the tasks that the third party has been delegated by the depositary company, cf. subsections 2 and 4, if the further delegation meets the same requirements that apply to the depositary company's delegation. Section 107, subsections 1 and 2, apply to the relevant parties in the event of further delegation.

Section 107. The depositary company is liable to the Danish UCITS and the UCITS' investors for losses of the instruments mentioned in Annex 2 to the Act on Investment Firms and Investment Services and Activities, which are held in custody pursuant to Section 106 c, subsection 1, no. 1, where the loss is caused by the depositary company or the third party to whom the task has been delegated pursuant to Section 106 d, subsection 2, cf. however subsection 2.

Subsection 2. The depositary company is not liable for losses pursuant to subsection 1, if the depositary company can prove that the loss is due to an external event which the depositary company could not reasonably have been expected to have control over, and whose consequences would have been unavoidable even if all reasonable measures had been taken by the depositary company.

Subsection 3. In the event of loss pursuant to subsection 1, the depositary company shall without undue delay provide compensation to the Danish UCITS or its investment management company on behalf of the UCITS in the form of the instruments mentioned in Annex 2 to the Act on Investment Firms and Investment Services and Activities of the same type or an amount corresponding to the value of these.

Subsection 4. The depositary company is liable to the Danish UCITS and its investors for any other loss that they may suffer as a result of the depositary company's negligent or intentional breach of its obligations under this Act.

Subsection 5. The depositary company is liable, regardless of whether delegation has taken place pursuant to Section 106 d.

Subsection 6. The depositary company may not by agreement release itself from or limit its liability for compensation in connection with loss of instruments covered by Annex 2 to the Act on Investment Firms and Investment Services and Activities, which are held in custody pursuant to Section 106 c, subsection 1, no. 1, with the depositary company or the third party to whom the task has been delegated pursuant to Section 106 d, subsection 2. Agreements in conflict with the first sentence are invalid.

Subsection 7. Investors in Danish UCITS may make claims against the depositary company either directly or indirectly through the Danish UCITS or its investment management company. This must not, however, lead to double compensation or unequal treatment of the investors.

Section 107 a. The depositary company shall, upon request, make all information available to the Financial Supervisory Authority that the depositary company has obtained in the performance of its tasks and which may be necessary for the Financial Supervisory Authority as the supervisory authority for a Danish UCITS and its investment management company.

Subsection 2. If the investment management company's competent authorities are different from the depositary company's, the Financial Supervisory Authority shall immediately forward the received information to the investment management company's competent authorities.

Section 107 b. The Financial Supervisory Authority may set detailed rules for the following:

The conditions for the performance of the depositary company functions in Section 106, subsection 5, Section 106 a, subsection 1, nos. 1-3 and 5, Section 106 b and Section 106 c, subsection 1, including:

a) Which types of the instruments mentioned in Annex 2 to the Act on Investment Firms and Investment Services and Activities are covered by the depositary company's storage obligation, cf. Section 106 c, subsection 1, no. 1.

b) The conditions for how the depositary company shall perform its storage tasks with regard to the instruments mentioned in Annex 2 to the Act on Investment Firms and Investment Services and Activities, which are registered with a securities central.

c) The conditions for how the depositary company shall securely and in accordance with Section 106 c, subsection 1, no. 1, store the instruments mentioned in Annex 2 to the Act on Investment Firms and Investment Services and Activities, which are issued to bearer and registered with an issuer or registrar.

The depositary company's obligations in connection with the selection and monitoring of third parties in the delegation of depositary company tasks, cf. Section 106 d, subsection 2, nos. 3 and 4.
The requirements placed on third parties regarding the separation of the depositary's own assets from the depositary's customers' assets, cf. Section 106 d, subsection 3, no. 3.
The steps that a third party must take to ensure that a Danish UCITS' assets, which are held in custody with the third party, in the event of the third party's insolvency cannot be distributed or realized for the benefit of the third party's creditors, cf. Section 106 d, subsection 3, no. 4.
When financial assets, for which the depositary company is responsible, are to be considered lost, cf. Section 107, subsection 1.
What is to be understood by external events, which the depositary company could not reasonably have been expected to have control over, and whose consequences would have been unavoidable even if the depositary company had taken all reasonable precautions, cf. Section 107, subsection 2.
The conditions for fulfilling the independence requirement in Section 101, subsection 1, and Section 106, subsection 3.

Sections 108-116. (Repealed)

Chapter 9
Disclosure of Confidential Information

Section 117. Members of the board of directors, members of local boards and similar, members of the representative body in a financial undertaking, which is not a savings bank, auditors and examiners and their substitutes, founders, valuers, liquidators, directors and other employees must not unauthorizedly disclose or exploit confidential information, which they have become acquainted with in the course of performing their duties, cf. however subsection 3. The provision applies correspondingly to financial holding companies.

November 18, 2025. 44 No. 1390.

Subsection 2. The person who receives information pursuant to subsection 1 is subject to the confidentiality obligation mentioned in subsection 1.

Subsection 3. Subsection 1 does not apply to credit institutions' disclosure of confidential information, which takes place in connection with the transfer of a lender's rights or a defaulted credit agreement, cf. Section 2, no. 13, in the Act on Credit Service Undertakings and Credit Buyers, to a credit buyer, cf. Section 2, no. 6, in the Act on Credit Service Undertakings and Credit Buyers.

Section 117 a. A credit institution may disclose information about a customer's name and address to the person who transferred money to a customer's account as a result of an erroneous transfer of money to the customer's account, such that the person can pursue a possible claim against the customer in connection with the transaction. A credit institution may correspondingly disclose information about a customer's name and address to a payee, when the customer has used a payment instrument to pay for goods or services with the payee and an erroneous transaction has occurred.

Subsection 2. The credit institution must notify the customer of the disclosure before information about the customer's name and address can be disclosed.

Subsection 3. If a customer has name and address protection according to the Act on the Central Person Register, the credit institution cannot disclose information about the person, cf. subsection 1.

Section 118. Usual information about customer relations may be disclosed for use in carrying out administrative tasks.

Subsection 2. For use in carrying out administrative tasks, information may be disclosed to a joint-stock company, which is wholly owned by Labour Market Supplementary Pension, and to Labour Market Supplementary Pension, cf. the Act on Labour Market Supplementary Pension Section 26 b, subsection 3, and Section 23, subsection 4, and to the managing company in an insurance administration association.

Subsection 3. Information about a capital or rate pension, which is established in a credit institution as part of a labour market pension scheme, may be disclosed from the credit institution to an insurance administration association, which is affiliated within the same group as the credit institution, for use in advising on the scheme.

Subsection 4. The person who receives information pursuant to subsections 1-4 is subject to the confidentiality obligation mentioned in Section 117, subsection 1.

Subsection 5. The Financial Supervisory Authority sets detailed rules on which information constitutes usual customer information according to subsection 1.

Section 118 a. A financial undertaking may disclose information about a customer's name and contact details, including personal identification number and CVR number, to an association or undertaking, which wholly or partially owns the financial undertaking, if the customer relationship in the financial undertaking means that the customer is or may become a member of the association or participant in the undertaking. The information may only be disclosed for use in communication about the membership and the associated rights in the association or undertaking, which owns the financial undertaking.

Subsection 2. The person who receives information pursuant to subsection 1 is subject to the confidentiality obligation mentioned in Section 117, subsection 1.

Section 119. Information about purely private matters must not be disclosed without the customer's consent, unless the disclosure is justified according to Section 117, subsection 1, or Section 118, subsection 2.

Section 120. Information may be disclosed to the financial undertaking's parent undertaking for use in risk management of undertakings in the group, provided that the parent undertaking is a financial undertaking or a financial holding undertaking. This does not, however, apply to information about purely private matters.

Subsection 2. Information about private customers cannot be disclosed for use in risk management, cf. subsection 1, except in the special cases where the information about a private customer concerns obligations that have or will be able to have a significant size.

Section 120 a. Information about business customers may be exchanged between credit institutions and mortgage credit institutions, which are affiliated within the same group, for use in risk management, including credit assessment and credit administration. The same applies to the exchange of information with these undertakings' financial holding companies and subsidiaries. Exchange of information may only take place with subsidiaries that provide loans or operate leasing business.

Subsection 2. The provision in subsection 1 also applies in the exchange of information between jointly owned credit and mortgage credit institutions and holders of capital shares in the respective credit or mortgage credit institution, when the aforementioned holders are credit or mortgage credit institutions and jointly hold more than 4/5 of the capital shares. The same applies to the exchange of information with the subsidiaries of the jointly owned undertakings, which provide loans or operate leasing business.

Subsection 3. Disclosure in accordance with subsections 1 and 2 does not include information as mentioned in Section 119.

Subsection 4. The person who receives information pursuant to subsections 1 and 2 is subject to the confidentiality obligation mentioned in Section 117, subsection 1.

Section 120 b. A lending credit institution or mortgage credit institution may disclose information about a borrower to the issuing credit institution or mortgage credit institution, if a loan agreement has been entered into, from which it appears that the loan can be financed by another credit institution or mortgage credit institution's issuance of special covered bonds or special covered mortgage bonds. Exchange of information between the lending credit institution or mortgage credit institution and the credit institution or mortgage credit institution, which issues the special covered bonds or special covered mortgage bonds, with which the loan is financed, may take place, to the extent that it is necessary for the sake of risk management and administration of the portfolio in the register or the portfolio in a series or group of series with a series reserve fund.

Section 121. Information about a private customer must not be disclosed for use in marketing or advice, unless the customer has given consent thereto, cf. however Section 118, subsection 3.

Subsection 2. To group undertakings, which are subject to confidentiality as mentioned in Section 117, subsection 1, and to undertakings, where several financial undertakings or Danish UCITS jointly own an undertaking, which carries out business, which the financial undertaking must carry out through a subsidiary undertaking, or an undertaking, which is accessory to the financial undertaking, which is subject to a confidentiality obligation as mentioned in Section 117, subsection 1, disclosure pursuant to subsection 1 may take place without consent, if it concerns general customer information, which forms the basis for division into customer categories, and if the disclosure is necessary for the undertaking, to which information is disclosed, to pursue a legitimate interest, and the interest of the private customer does not outweigh this interest.

Subsection 3. Usual information about business customer relations may be disclosed for use in marketing and advice to a financial undertaking, which is subject to confidentiality as mentioned in Section 117, subsection 1.

Section 122. The financial undertaking must draw up guidelines for the extent to which information is disclosed from the undertaking. The guidelines must be publicly accessible.

Section 123. (Repealed)

Section V
Capital Conditions of Financial Undertakings

Chapter 10
Solvency
General rules on solvency

Section 124. The board of directors and management of a credit institution and a mortgage credit institution must ensure that the institution has a sufficient capital base and has internal procedures for risk measurement and risk management for continuous assessment and maintenance of a capital base of a size, type and distribution, which is appropriate to cover the institution's risks. These procedures must be subject to regular internal control to ensure that they continue to be sufficient and stand in reasonable proportion to the nature, scope and complexity of the institution's business.

Subsection 2. The board of directors and management of a credit institution and a mortgage credit institution must, on the basis of the assessment pursuant to subsection 1, calculate the institution's individual solvency needs. The solvency need is calculated as the sufficient capital base as a percentage of the total risk exposure. The part of the solvency need, which concerns the risk of excessive gearing, is calculated as a percentage of the total non-risk-weighted exposure. The solvency need may not be less than the capital base requirement pursuant to Article 92, subsection 1, letter c, and the minimum capital requirement in Article 93 or the leverage ratio requirement pursuant to Article 92, subsection 1, letter d, in Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions.

Subsection 3. The Financial Supervisory Authority may individually set a higher requirement for the capital base in the form of a supplement to the capital base requirement, which appears from Article 92, subsection 1, letter c, or to the leverage ratio requirement, which appears from Article 92, subsection 1, letter d, in Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions. This individual solvency requirement is an expression of the Financial Supervisory Authority's assessment of the institution's sufficient capital base as a percentage of the total risk exposure and as a percentage of the non-risk-weighted exposure, if the solvency requirement concerns the risk of excessive gearing.

Subsection 4. The Financial Supervisory Authority may set an additional capital base requirement for a group of credit institutions or mortgage credit institutions with similar risk profiles, which takes into account special risks

consider whether a higher solvency requirement should be set for the institution, cf. Section 124, subsection 3.

Section 124 b. Credit institutions shall introduce internal systems and use the standard method or the simplified standard method to identify, assess, manage and mitigate the risks arising from potential changes in interest rates, which affect both the economic value of an institution's capital base and the net interest income from an institution's non-trading activities.

Subsection 2. The Financial Supervisory Authority may require a credit institution to use the standard method mentioned in subsection 1 if the Financial Supervisory Authority assesses that the institution's internal systems are not satisfactory.

Subsection 3. The Financial Supervisory Authority may require a small and non-complex credit institution as defined in Article 4, subsection 1, point 145, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions to use the standard method mentioned in subsection 1, if the Financial Supervisory Authority finds that the simplified standard method is not sufficient to take into account the interest rate risk arising from the institution's non-trading activities.

Section 125. (Repealed)

Section 125 a. A credit institution and a mortgage credit institution shall meet a combined capital buffer requirement.

Subsection 2. The capital conservation buffer in an undertaking as referred to in subsection 1 shall be at least 2.5% of the undertaking's total risk exposure calculated in accordance with Article 92, subsection 3, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions.

Subsection 3. The institution-specific countercyclical capital buffer in an undertaking as referred to in subsection 1 shall be at least the undertaking's total risk exposure calculated in accordance with Article 92, subsection 3, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions multiplied by the institution-specific countercyclical capital buffer rate.

Subsection 4. The SIFI buffer in a systemically important financial institution (SIFI), cf. Section 308, shall on an individual, sub-consolidated and consolidated basis be at least the systemically important financial institution's (SIFI) total risk exposures calculated in accordance with Article 92, subsection 3, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions multiplied by the SIFI buffer rate.

Subsection 5. The G-SIFI buffer in a globally systemically important financial institution (G-SIFI), cf. Section 310, shall on a consolidated basis be at least the globally systemically important financial institution's (G-SIFI) total risk exposure calculated in accordance with Article 92, subsection 3, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions multiplied by the G-SIFI buffer rate.

Subsection 6. A systemic buffer in an undertaking as referred to in subsection 1 shall be at least the undertaking's total risk exposure on the basis of the exposures to which the systemic buffer applies in accordance with Section 125 h, calculated in accordance with Article 92, subsection 3, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions multiplied by the systemic buffer rate.

Subsection 7. The combined capital buffer requirement shall be met with common equity tier 1 capital in addition to:

Common equity tier 1 capital that must be maintained to meet the capital base requirement in Article 92, subsection 1, points (a)-(c), of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions.
Common equity tier 1 capital that is maintained to meet the part of the individual solvency requirement established pursuant to Section 124, subsection 3, or individual solvency needs established pursuant to Section 124, subsection 2, which is set to address risks other than the risk of excessive leverage.
Common equity tier 1 capital that is maintained to meet the part of the indicative level of additional capital base set to address risks other than the risk of excessive leverage.
Common equity tier 1 capital that is maintained to meet the risk-based elements of requirements for write-down-eligible liabilities as set out in Section 266.

Subsection 8. The Financial Supervisory Authority establishes detailed rules on the calculation of the combined capital buffer requirement.

Section 125 b. A credit institution and a mortgage credit institution do not meet the combined capital buffer requirement established pursuant to Section 125 a, subsection 1, if the institution or company does not simultaneously have a sufficient capital base to meet the requirements in Article 92, subsection 1, points (a)-(c), of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, the individual solvency requirement established pursuant to Section 124, subsection 3, or Section 125, subsection 3, and the individual solvency need established pursuant to Section 124, subsection 2, to address risks other than the risk of excessive leverage.

Subsection 2. A globally systemically important financial institution (G-SIFI) designated in accordance with Section 310 does not meet the leverage ratio buffer requirement, cf. Article 92, subsection 1a, of the Regulation of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms, if the globally systemically important financial institution (G-SIFI) does not simultaneously have a sufficient capital base to meet the requirements in Article 92, subsection 1, point (d), of the Regulation of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms as well as the parts of the individual solvency requirement, cf. Section 124, subsection 3, and the individual solvency need, cf. Section 124, subsection 2, which are set to address the risk of excessive leverage.

Subsection 3. A credit institution and a mortgage credit institution that meet the combined capital buffer requirement, cf. Section 125 a, subsection 1, and the leverage ratio buffer requirement, where the leverage ratio buffer requirement applies, may not make distributions relating to common equity tier 1 capital, cf. subsection 7, to such an extent that the common equity tier 1 capital is reduced to a level where the combined capital buffer requirement or the leverage ratio buffer requirement is no longer met, cf. however subsection 9.

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Subsection 4. An undertaking as referred to in subsection 3 that does not meet the combined capital buffer requirement, or a globally systemically important financial institution (G-SIFI) as referred to in subsection 2 that does not meet the leverage ratio buffer requirement, shall calculate the relevant maximum distributable amount and immediately notify the Financial Supervisory Authority thereof.

Subsection 5. An undertaking as referred to in subsection 3 that does not meet the combined capital buffer requirement, or a globally systemically important financial institution (G-SIFI) as referred to in subsection 2 that does not meet the leverage ratio buffer requirement, may not carry out the following actions before the undertaking has calculated the maximum distributable amount and notified the Financial Supervisory Authority in accordance with Section 125 d:

Make distributions relating to common equity tier 1 capital, cf. subsection 7.
Introduce an obligation to pay variable remuneration or estimated pension benefits or pay variable remuneration, if the obligation to pay was introduced at a time when the undertaking did not meet the combined capital buffer requirement or the leverage ratio buffer requirement.
Make payments relating to hybrid tier 1 capital instruments.

Subsection 6. An undertaking as referred to in subsection 1 and a globally systemically important financial institution (G-SIFI) as referred to in subsection 2 may not distribute more than the maximum distributable amount in actions covered by subsection 5, points 1-3, cf. however subsection 9.

Subsection 7. In the context of distributions relating to common equity tier 1 capital, cf. subsections 3 and 5, is understood:

Payment of cash dividends.
Distribution of fully or partly paid fund shares or other capital instruments referred to in Article 26, subsection 1, point (a), of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions.
Redemption or repurchase that an undertaking carries out of its own shares or other capital instruments referred to in Article 26, subsection 1, point (a), of Regulation (EU) No 575/2013 on prudential requirements for credit institutions.
Repayment of amounts paid in connection with the capital instruments referred to in Article 26, subsection 1, point (a), of Regulation (EU) No 575/2013 on prudential requirements for credit institutions.
Distribution of items referred to in Article 26, subsection 1, points (b)-(e), of Regulation (EU) No 575/2013 on prudential requirements for credit institutions.

Subsection 8. An undertaking as referred to in subsection 1 and a globally systemically important financial institution (G-SIFI) as referred to in subsection 2 shall take the necessary measures to ensure that the size of the profits that can be distributed and the maximum distributable amount are calculated accurately. The undertaking must be able to document this accuracy to the Financial Supervisory Authority upon request.

Subsection 9. Subsections 3 and 6 apply only to payments that result in a reduction of common equity tier 1 capital or a reduction of profits, and where suspension of payment or failure to pay is not equivalent to default or would not lead to the initiation of insolvency proceedings.

Subsection 10. The Financial Supervisory Authority establishes rules on the calculation and reporting of the maximum distributable amounts.

Section 125 c. A credit institution and a mortgage credit institution that do not meet the combined capital buffer requirement, cf. Section 125 a, subsection 1, or the leverage ratio buffer requirement, cf. Article 92, subsection 1a, of the Regulation of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms, shall prepare and submit a capital preservation plan to the Financial Supervisory Authority, no later than 5 working days after the undertaking should have noticed that it does not meet the requirement, cf. however subsection 2.

Subsection 2. The Financial Supervisory Authority may, at the request of the undertaking, extend the deadline in subsection 1 by up to 5 working days on the basis of the undertaking's individual situation and taking into account the scope and complexity of the undertaking's activities.

Subsection 3. The Financial Supervisory Authority approves a capital preservation plan if it can reasonably be expected that the undertaking, with the capital preservation plan, can maintain or raise sufficient capital to enable the undertaking to meet the combined capital buffer requirement, cf. Section 125 a, subsection 1, within a deadline specified by the Financial Supervisory Authority.

Subsection 4. If the Financial Supervisory Authority does not approve the capital preservation plan, cf. subsection 3, the Financial Supervisory Authority orders the undertaking to increase its capital base within a deadline set by the Financial Supervisory Authority. The Financial Supervisory Authority may also impose stricter restrictions on distributions than those resulting from Section 125 b, if deemed necessary.

Subsection 5. The Financial Supervisory Authority establishes detailed rules on the content of a capital preservation plan.

Section 125 d. A credit institution and a mortgage credit institution that do not meet the combined capital buffer requirement, cf. Section 125 a, subsection 1, or the leverage ratio buffer requirement, cf. Article 92, subsection 1, point (a), of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, if the leverage ratio buffer requirement applies, and which intend to carry out an action covered by Section 125 b, subsection 5, points 1-3, shall immediately notify the Financial Supervisory Authority thereof and provide:

The size of the capital that the undertaking maintains, distributed on
a) common equity tier 1 capital, b) hybrid tier 1 capital and c) additional tier 1 capital.
The size of the interim profit and the profit at year-end.
The maximum distributable amount.
The size of the profits that the undertaking intends to distribute to
a) dividend payments, b) purchase of own shares, c) payments relating to hybrid tier 1 capital instruments, and d) payment of variable remuneration or estimated pension benefits either by introducing a new obligation to pay or by paying in accordance with an obligation to pay introduced at a time when the undertaking did not meet the combined capital buffer requirement.

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Subsection 2. In groups in which a credit institution or a mortgage credit institution is included, subsection 1 applies correspondingly to the Danish group or sub-group. The top credit institution or mortgage credit institution in the group or sub-group ensures compliance with this provision.

Section 125 e. In groups in which a credit institution or a mortgage credit institution is included, Sections 125 a-125 c apply to the Danish group or sub-group. The top credit institution or mortgage credit institution in the group or sub-group ensures compliance with these provisions.

Subsection 2. In groups in which a globally systemically important financial institution (G-SIFI), cf. Section 310, and a systemically important financial institution (SIFI), cf. Section 308, are included, and where both a G-SIFI buffer and a SIFI buffer apply on a consolidated basis, the highest of the G-SIFI buffer and the SIFI buffer applies.

Section 125 f. The Minister for Industry, Business and Financial Affairs sets a countercyclical buffer rate regarding credit exposures in Denmark on a quarterly basis, taking into account inter alia the credit cycle, the risks arising from excessive lending growth and special conditions in the national economy. The Minister for Industry, Business and Financial Affairs decides from which date credit institutions and mortgage credit institutions shall apply the countercyclical buffer rate to calculate their institution-specific countercyclical capital buffer, cf. Section 125 a, subsection 3. The Minister for Industry, Business and Financial Affairs publishes a notice about the quarterly setting of the countercyclical buffer rate on the Ministry's website.

Subsection 2. A countercyclical buffer rate between 0 and 2.5% set in another country shall be used by credit institutions and mortgage credit institutions to calculate their institution-specific countercyclical capital buffer, cf. Section 125 a, subsection 3, in connection with credit exposures located in that country, cf. however subsection 6.

Subsection 3. The Minister for Industry, Business and Financial Affairs may decide that a countercyclical buffer rate of over 2.5% set in another country shall be used by credit institutions and mortgage credit institutions to calculate their institution-specific countercyclical capital buffer, cf. Section 125 a, subsection 3, in connection with credit exposures located in that country. If the Minister for Industry, Business and Financial Affairs has decided to use a buffer rate of over 2.5% in accordance with the first sentence, the Minister for Industry, Business and Financial Affairs also decides from which date the undertakings shall apply the buffer rate to calculate their institution-specific countercyclical capital buffer, cf. Section 125 a, subsection 3. The Minister for Industry, Business and Financial Affairs publishes a notice about a buffer rate set in accordance with the first sentence on the Ministry's website. If the Minister for Industry, Business and Financial Affairs has not decided on the application of a countercyclical buffer rate of over 2.5% in accordance with the first sentence, credit institutions and mortgage credit institutions shall use a buffer rate of 2.5% to calculate their institution-specific countercyclical capital buffer, cf. Section 125 a, subsection 3, in connection with credit exposures located in that country.

Subsection 4. A countercyclical buffer rate between 0 and 2.5% for another country within the European Union or in a country with which the Union has concluded an agreement in the financial field, set in accordance with subsection 2 or 3, applies from the date indicated on the website of the competent authority for that country, cf. however subsection 9. A countercyclical buffer rate between 0 and 2.5% for a country outside the European Union, with which the Union has not concluded an agreement in the financial field, set in accordance with subsection 2 or 3, applies 12 months after the date on which a change in the buffer rate has been published by the competent authority for that country in accordance with that country's national rules, cf. however subsection 9.

Subsection 5. If no countercyclical buffer rate has been set in a country outside the European Union, with which the Union has not concluded an agreement in the financial field, the Minister for Industry, Business and Financial Affairs may set a countercyclical buffer rate that credit institutions and mortgage credit institutions shall use to calculate their institution-specific countercyclical capital buffer, cf. Section 125 a, subsection 3, in connection with credit exposures located in that country. The Minister for Industry, Business and Financial Affairs may set a buffer rate in accordance with the first sentence if it can reasonably be assumed that a buffer rate should be set to protect undertakings covered by Section 125 a, subsection 1, against the risk of excessive lending growth in that country.

Subsection 6. If a countercyclical buffer rate has been set in a country outside the European Union, with which the Union has not concluded an agreement in the financial field, the Minister for Industry, Business and Financial Affairs may set another buffer rate for use by credit institutions and mortgage credit institutions to calculate their institution-specific countercyclical capital buffer, cf. Section 125 a, subsection 3, in connection with credit exposures located in that country. The Minister for Industry, Business and Financial Affairs may set a buffer rate in accordance with the first sentence if it can reasonably be assumed that the buffer rate set by that country is not sufficient to adequately protect undertakings covered by Section 125 a, subsection 1, against the risk of excessive lending growth in that country.

Subsection 7. If the Minister for Industry, Business and Financial Affairs sets a buffer rate pursuant to subsection 5 or 6, which increases the existing countercyclical buffer rate, the Minister for Industry, Business and Financial Affairs decides from which date credit institutions and mortgage credit institutions shall apply the relevant buffer rate to calculate their institution-specific countercyclical capital buffer.

Subsection 8. The Minister for Industry, Business and Financial Affairs publishes any setting in accordance with subsections 5 and 6 of a countercyclical buffer rate for a country outside the European Union, with which the Union has not concluded an agreement in the financial field, on the Ministry's website.

Subsection 9. A credit institution and a mortgage credit institution may use a reduced countercyclical buffer rate to calculate their institution-specific countercyclical capital buffer, cf. Section 125 a, subsection 3, from the day on which a reduced countercyclical buffer rate has been published.

18 November 2025. 49 No. 1390.

§ 125 g. The G-SIFI buffer rate depends on which sub-category the globally systemically important financial institution (G-SIFI) is placed in, cf. rules issued pursuant to § 310, subsection 3.
Subsection 2. The Minister for Business sets G-SIFI buffer rates for the individual sub-categories of globally systemically important financial institutions (G-SIFI).
Subsection 3. The SIFI buffer rate depends on which category the systemically important financial institution (SIFI) is placed in, cf. § 308, subsection 7.
Subsection 4. The Minister for Business sets an SIFI buffer rate for the individual categories of systemicity, cf. § 308, subsection 7, for a systemically important financial institution (SIFI).

§ 125 h. The Minister for Business may set a systemic buffer rate for the purpose of calculating a systemic buffer, taking into account the prevention and limitation of long-term systemic or macroprudential risks not covered by Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions. A systemic buffer rate may not be used to mitigate risks covered by the countercyclical buffer rate, cf. § 125 f, the SIFI buffer rate, cf. § 125 g. The Minister for Business further determines which exposures the buffer rate shall apply to, which credit institutions and mortgage credit institutions shall be covered by the buffer rate, and from which date the companies shall apply the buffer rate for the calculation of their systemic buffer, cf. § 125 a, subsection 6. The Minister for Business may set different rates for different groups of the companies covered. The Minister for Business publishes a notice on the setting of a systemic buffer rate on the Ministry of Business Affairs' website. Subsection 2. The Minister for Business may decide that a systemic buffer rate set in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area shall be used by credit institutions and mortgage credit institutions for the calculation of their systemic buffer, cf. § 125 a, subsection 6, in connection with exposures in the country in question. The Minister for Business also makes a decision on from which date the companies shall apply the buffer rate for the calculation of their systemic buffer, cf. § 125 a, subsection 6. The Minister for Business publishes a notice on a buffer rate pursuant to the first sentence on the Ministry of Business Affairs' website. Subsection 3. If the Minister for Business assesses that a systemic buffer rate, which is recognized by the Minister for Business pursuant to subsection 2, prevents and limits a risk that can be equated with a risk covered by a systemic buffer rate set pursuant to subsection 1, the highest of these buffer rates shall apply to the companies in connection with exposures in the country in question for the purpose of calculating their systemic buffer, cf. § 125 a, subsection 6. If the buffer rates in question are assessed to address different risks, the Minister for Business may make a decision on whether the buffer rates are cumulative in the calculation of their systemic buffer, cf. § 125 a, subsection 6. Subsection 4. The Minister for Business assesses at least every second year whether a systemic buffer rate set pursuant to subsection 1 or 2 remains justified and re-establishes the buffer rate if necessary. The Minister for Business publishes a notice on the re-establishment of a systemic buffer rate on the Ministry of Business Affairs' website. Subsection 5. The Minister for Business sets detailed rules on which subgroups of exposures the systemic buffer may apply to, on the calculation of
the systemic buffer, and on the publication of information about the systemic buffer.

§ 125 i. (Repealed)

§ 126. (Repealed)

§ 126 a. The board of directors and management of an investment management company must ensure that the company has a sufficient capital base and has internal procedures for risk measurement and risk management for the continuous assessment and maintenance of a capital base of a size, type, and distribution that is appropriate to cover the company's risks. Based on the assessment pursuant to the first sentence, the board of directors and management shall calculate the company's individual solvency requirement. The solvency requirement is calculated as the sufficient capital base. The solvency requirement may not be less than the minimum capital requirement in subsection 2 or the requirements for the capital base in subsection 5. Subsection 2. The capital base in an investment management company must at least amount to

730,000 euros (minimum capital requirement) for investment management companies that are members of a regulated market or have permission to hold and manage the instruments mentioned in Annex 2, No. 3, in the Act on Securities Dealers and Investment Services and Activities, including to become connected to a securities central or a clearing central, where the company participates in clearing and settlement, cf. however subsection 3, and
125,000 euros (minimum capital requirement) for other investment management companies, cf. however subsection 3.
Subsection 3. An investment management company must regardless of the requirement in subsection 2 include an add-on to the minimum capital requirement of 0.02 percent of the part of the company's portfolio, cf. subsection 6, that exceeds 250 million euros. The minimum capital requirement and the add-on must together amount to a maximum of 10 million euros. Investment management companies must annually adjust the additional capital based on the audited annual report. The adjustment must be made before June 1 of the following year. Subsection 4. The Financial Supervisory Authority may allow up to 50 percent of the add-on pursuant to subsection 3 to be covered by a guarantee from a credit institution or an insurance company. The credit institution or insurance company must have its statutory seat in a country within the European Union, in a country with which the Union has concluded an agreement in the financial area, or in a country with which the Union has not concluded such an agreement but which has supervisory rules corresponding to the rules in the European Union. Subsection 5. An investment management company must regardless of the requirements in subsections 2 and 3 have a capital base corresponding to at least one quarter of the fixed costs of the previous year. The Financial Supervisory Authority may adapt this requirement if changes have occurred in the company's business since the previous year, which the Financial Supervisory Authority considers significant. If a company has not been in operation for 1 year, it must have a capital base corresponding to at least one quarter of the fixed costs stated in the business plan for the first year of operation, unless this plan is required to be changed by the Financial Supervisory Authority. Subsection 6. The portfolio of the investment management company, cf. subsection 3, includes the assets of UCITS which the investment management company is approved to manage, and the assets of alternative investment funds which the investment management company has permission to manage. Portfolios which the investment management company has been assigned to manage pursuant to the rules on delegation shall not be included in the company's portfolio, cf. subsection 3. Subsection 7. The Financial Supervisory Authority may set requirements for a higher capital base than the requirements stated in subsections 1-3 and 5. Subsection 8. The Financial Supervisory Authority may order the investment management company to write down assets etc. for the purpose of calculating the capital base. Subsection 9. The capital base for investment management companies is calculated in accordance with Articles 25-88 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and rules issued pursuant to Articles 25-88.

§§ 126 b-127. (Repealed)

§ 128. The Financial Supervisory Authority sets rules for the calculation of the capital base, including own core capital, hybrid core capital, and supplementary capital for the top parent company in Denmark and the group, insofar as these are covered by § 170, subsections 1, 3, and 4.
Subsection 2. The Financial Supervisory Authority may for credit institutions and mortgage credit institutions, and for financial holding companies where consolidation is carried out in accordance with Article 11, subsections 1 and 2, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, set rules for the calculation of the capital base, including own core capital, hybrid core capital, and supplementary capital, while observing the possibilities provided for in Article 49 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions.

§ 128 a. The Financial Supervisory Authority may set rules on the issuance of debt instruments with terms for conversion into share, partnership, guarantee, or unit capital by financial companies and financial holding companies, including to what extent Chapter 10 of the Companies Act applies.

§ 128 b. A credit institution's equity shares acquired for pooled funds where customers bear the risk do not enter into the calculation of deductions in the capital base. A credit institution's equity shares acquired for pooled funds where customers do not bear the risk must be deducted in the calculation of the capital base pursuant to rules on deductions for equity shares in Part 2 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions.

§§ 129-139. (Repealed)

§ 140. In mortgage credit institutions, the requirement for the capital base in series with repayment obligations, which were opened before January 1, 1973, can be fulfilled with the part of the series reserve funds in mortgage credit institutions in series with repayment obligations that corresponds to the requirement in § 124, subsection 6.
Subsection 2. In series with repayment obligations, which were opened before January 1, 1973, series reserve funds in mortgage credit institutions in series where there is no repayment obligation to borrowers, as well as the part of the series reserve funds in series with repayment obligations, cf. § 25 in the Act on Mortgage Loans and Mortgage Bonds etc., which cannot be paid out, and which are not used to cover the requirement for the series' capital base, can be included in the fulfillment of the requirement for the capital base for mortgage credit institutions otherwise.

§ 141. (Repealed)

§ 142. The Financial Supervisory Authority may set rules for the calculation of the total risk exposure for the top parent company in Denmark and the group, insofar as these are covered by the requirements in § 170, subsections 1, 3, and 4.

§ 143. The Financial Supervisory Authority sets detailed rules for

calculations pursuant to § 124, subsections 1 and 2, and § 126 a, subsection 1,
reporting of the solvency requirement for financial companies and groups covered by §§ 171-174, reporting of the requirement for minimum basic capital, reporting of the total risk exposure, the capital base requirement, and the capital base for the top parent company in Denmark and the group, insofar as these are covered by § 170, subsections 1, 3, and 4, and reporting of the capital base for investment management companies and for the top parent company in Denmark and the group, insofar as these are covered by § 170, subsection 2,
calculation of share purchase and share sale transactions etc.,
calculation of investment management companies' fixed costs and the fixed costs for the top parent company in Denmark and the group, insofar as these are covered by § 170, subsections 2 and 3, as well as the conditions for the Financial Supervisory Authority to adapt the requirement that a company must have a capital base of at least one quarter of the previous year's fixed costs in case of significant changes in the company's business,
transitional rules for groups where the top parent company in Denmark and the group, insofar as these are covered by § 170, subsections 1, 3, and 4, use an internal method for calculating the total risk exposure to credit risk and operational risk, cf. § 143, subsection 3, and
benchmarking for companies with permission to use internal methods for calculating risk-weighted exposures or capital base requirements other than operational risk.
Subsection 2. The Financial Supervisory Authority may set detailed rules on the disclosure obligations of credit institutions, mortgage credit institutions, and investment management companies towards customers regarding their rating.

§ 143 a. The Financial Supervisory Authority may decide to publish the information in Part 8 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions more frequently than once a year. The Financial Supervisory Authority may set a deadline for the publication and require the use of a different medium for publication than the annual report. Subsection 2. The Financial Supervisory Authority may require parent companies or institutions in a group to publish a description of the group's legal and organizational structure and management. The publication may be made by reference to already published material.

Special rules on compulsory redemption for credit institutions

§ 144. In a credit institution that does not meet the capital base requirement in Article 92, subsection 1, letter c, or the minimum capital requirement in Article 93 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, and where the Financial Supervisory Authority has set a deadline pursuant to § 225, subsections 1 and 4, the board of directors may, upon request from a shareholder owning 70 percent or more of the shares in the credit institution, make a decision with an ordinary majority to redeem the other shareholders' shares in the credit institution. The same applies in cases where the request is made by a shareholder who, after a capital injection that is part of a reconstruction plan, comes to own 70 percent or more of the shares in the credit institution, even if the credit institution again meets the capital base requirement in Article 92, subsection 1, letter c, or the minimum capital requirement in Article 93 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions as a result of the capital injection. Own equity shares and subsidiary companies' equity shares in the parent company are not included in the calculation of votes and ownership shares. The board's decision on compulsory redemption of shares must be approved by the Financial Supervisory Authority. Redemption of shares must be carried out no later than 30 days after the request pursuant to the first sentence. Subsection 2. The board must simultaneously invite the shareholders to an informative meeting regarding the compulsory redemption. This meeting must be held no later than eight days after the decision, and the necessary costs thereof are borne by the person whose request the compulsory redemption is made. Subsection 3. The minority shareholders covered by a decision on redemption of shares, cf. subsection 1, must be requested in writing to transfer their shares to the shareholder mentioned in subsection 1 no later than 3 days after receipt of the request. The request must contain information on the terms of the redemption and the valuation basis for the redemption price. The value of the credit institution's shares is determined from the shares' market value by the auditor chosen by the credit institution's general meeting. Subsection 4. The purchase price must be paid or deposited no later than 3 days after the redemption is claimed against the shareholders. This also applies to the purchase price for shares that are called in via the Ministry of Industry, Business and Financial Affairs' IT system, cf. the provisions thereon in the Companies Act. Subsection 5. The redemption and transfer of shares are considered final at the time of payment or deposit of the purchase price, cf. subsection 4. In case of disagreement on the determination of the share price, this is subsequently decided upon request by one of the parties by two
auditors appointed by the Association of State Authorized Public Accountants. The decision may be brought before the court no later than 2 weeks after receipt of the auditors' decision.

Chapter 11
Placement of Funds and Liquidity
Rules for credit and mortgage credit institutions and investment management companies regarding the placement of funds and liquidity

§ 145. (Repealed)

§ 146. Credit institutions', mortgage credit institutions', and investment management companies' equity shares in other companies may not exceed 100 percent of the capital base. Equity shares acquired for pooled funds do not enter into the calculation pursuant to the first sentence.
Subsection 2. Share purchase and share sale transactions must be included in the calculation of the limit pursuant to subsection 1.
Subsection 3. Equity shares that must be deducted from the capital base, and equity shares in companies that are fully included in the consolidation, are not included in the limit pursuant to subsection 1.
Subsection 4. The Financial Supervisory Authority may grant dispensation from the limit in subsection 1.

§ 146 a. Securities and derivative financial instruments acquired for pooled funds may in connection with the calculation of the credit institution's capital requirements be regarded as covered by the pooled fund deposit contract entered into with the customer, unless the credit institution has taken on an uncovered position in the placement of pooled funds. The risk associated with an uncovered position must be included in the calculation of the capital base requirement in Article 92 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions pursuant to the rules for positions in the trading book. At the same time, the obligations corresponding to the uncovered position must be included in the calculation of the capital base requirement in Article 92 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions pursuant to the rules for items outside the trading book in Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions.

§ 147. Credit institutions, mortgage credit institutions, and investment management companies may not own real estate or have equity shares in real estate companies for more than 20 percent of the capital base. For credit institutions and mortgage credit institutions, loans and guarantees to subsidiary companies that are real estate companies are included in their real estate. Properties which a credit institution, a mortgage credit institution, or an investment management company has acquired to operate business or ancillary business therefrom are, however, not covered by the provision. Subsection 2. The Financial Supervisory Authority may grant dispensation from the provision in subsection 1, first sentence.

§ 147 a. The Minister for Business may set rules on a liquidity coverage requirement for credit institutions and mortgage credit institutions.

§ 148. (Repealed)

Special rules for credit institutions regarding the placement of funds and liquidity

§ 149. A credit institution must not have restrictions on leasing agreements, cf. subsection 2, if their value together with real estate and capital shares covered by § 147 amounts to more than 25% of the capital base.

Subsection 2. The restriction risk on a leasing agreement is understood as the difference between the purchase price of the leased asset and the present value of the lessee's obligation to the credit institution under the leasing agreement.

Subsection 3. If a third party is liable for part of the restriction risk, this part may be deducted when calculating the restriction risk. The third party's obligation must be added to their exposure in accordance with Article 395, subsection 1, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions.

Subsection 4. The Financial Supervisory Authority may grant exemptions from subsection 1.

§ 150. Loans for the subscription of share, partnership, or guarantee capital in a credit institution exceeding 5% of the total share, partnership, or guarantee capital may only be granted if security is provided for the excess amount. The security must be of at least the same character as the specially secure parts, cf. Article 400 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions.

§ 151. A savings bank must not acquire or accept as pledge its own guarantee certificates.

Subsection 2. A cooperative bank must not acquire or accept as pledge its own share certificates.

§ 152. The Financial Supervisory Authority may set a specific liquidity requirement for a credit institution or a group of credit institutions with similar risk profiles, taking into account special liquidity risks in the credit institution or group of credit institutions.

Subsection 2. The Financial Supervisory Authority may set detailed rules regarding credit institutions' strategies and systems for measuring and managing liquidity risks, as well as credit institutions' preparation of stress tests and contingency plans regarding liquidity risks.

§ 152 a. Credit institutions that have been granted permission to issue covered bonds must establish and maintain a group of assets that must be kept separate from the credit institution's other assets. All payment obligations regarding the issued covered bonds must be covered by payment claims relating to the covering assets in the respective registers. When calculating the payment obligations relating to the issued covered bonds, payment obligations in the form of principal and interest, payment obligations under financial instruments used to hedge risks between the covering assets and the issued covered bonds, and the expected costs associated with maintenance and management upon winding up of the administration estate, cf. § 247 a, subsection 1, must be included. When calculating the payment claims relating to the covering assets, payment claims in the form of principal and interest on loans, payment claims under financial instruments used to hedge risks between the covering assets and the issued covered bonds, and payment claims under other assets that serve as security for the covered bonds must be included.

Subsection 2. The nominal value of the total principal on the covering assets must correspond to or exceed the total principal on the issued covered bonds. The nominal value of the total principal on the covering assets must be added with an overcollateralization of at least 2% of the outstanding covered bonds.

Subsection 3. Financial instruments used to hedge risks between the covering assets and the issued covered bonds must be measured using the same method as the covering assets and the issued covered bonds, if the risks they hedge.

Subsection 4. If the value of the assets mentioned in subsection 1 no longer corresponds to the value of the issued covered bonds or does not comply with the loan limits that were applicable at the time the loan was granted, the credit institution must provide supplementary security to meet the requirement and notify the Financial Supervisory Authority thereof. The duty to provide supplementary security and the costs thereof may not be imposed on the borrowers for loans issued in Denmark, if the falling property values have triggered the requirement for supplementary security.

Subsection 5. If the credit institution does not provide supplementary security according to subsection 4, all bonds issued in the relevant register, cf. § 152 g, subsection 1, lose the designation of covered bonds. If the bonds subsequently again meet the requirements for covered bonds, the Financial Supervisory Authority may allow the bonds to again be designated as covered bonds.

Subsection 6. Security provided in accordance with subsection 4 cannot be set aside under § 70 or § 72 of the Bankruptcy Act. Set-aside may, however, occur under the aforementioned provisions if the security provision did not appear to be ordinary.

§ 152 b. Credit institutions that have been granted permission to issue covered bonds may take out loans for use to fulfill the duty to provide supplementary security, cf. § 152 a, subsection 4, or to increase the overcollateralization in a register.

Subsection 2. It must appear from the loan agreement which register, cf. § 152 g, subsection 1, the loan funds taken out according to subsection 1 can be attributed to.

Subsection 3. Loan funds taken out according to subsection 1 must be placed in the asset types mentioned in Article 129, subsection 1, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions. The assets must from the time the loan is taken out be placed on a separate account, in a separate depot, or otherwise marked as originating from the relevant loan.

Subsection 4. For loans financed by the issuance of covered bonds, where the maturity of the bonds is shorter than the maturity of the underlying loans, it must appear from the bond terms, the prospectus, or other offering material that the administrator in situations covered by § 247 a and in accordance with the conditions in § 247 h, subsection 4, may extend the bonds by 1 year. The nominal interest rate on the extended bonds is set to a variable reference rate plus up to 5 percentage points. It must also appear from the bond terms, the prospectus, or other offering material that the administrator may redeem the bonds at par.

Subsection 5. For loan agreements entered into after January 1, 2015, it must appear separately from the loan terms that the administrator may raise the interest rate due to changed financing conditions, cf. subsection 4.

Subsection 6. If covered bonds are extended according to subsection 4, the maturity of loans taken out as extra security in accordance with subsection 1 must be extended corresponding to the maturity of the changed bonds.

Subsection 7. The maturity of covered bonds must at the time of issuance be over 24 months.

Subsection 8. The Minister for Business Affairs sets detailed rules regarding the extension of bonds in accordance with subsection 4, including regarding interest rate setting.

§ 152 c. A covered bond must not be issued with security in both real estate and ships.

§ 152 d. For loans secured by registered mortgage in real estate and granted on the basis of the issuance of covered bonds, the maturities and repayment profiles set in §§ 3 and 4 of the Act on Mortgage Loans and Mortgage Bonds and others apply, cf. however subsection 2.

Subsection 2. For loans secured by registered mortgage in real estate and granted on the basis of the issuance of covered bonds to properties covered by § 5, subsection 1, of the Act on Mortgage Loans and Mortgage Bonds and others, §§ 3 and 4 of the Act on Mortgage Loans and Mortgage Bonds and others do not apply if the loan limit does not exceed 75%.

Subsection 3. Loans with mortgage in holiday homes that are not rented out commercially must at the time of entry into the register or at the time the loan is disbursed lie within 75% of the property's value.

Subsection 4. Accessories covered by § 38 of the Land Registration Act may be included in the valuation of the real estate.

Subsection 5. Fittings installed in a commercial property for use in its operation may be included in the valuation. For agricultural properties, the livestock belonging to the property, to the extent that the livestock is part of the continuous production, may further be included in the valuation. When securing agricultural properties, the value of livestock that is part of the continuous production may at most be included with 30% of the value of land and buildings.

Subsection 6. Accessories in the form of pipes, cables, antennas, etc., that connect two or more real estates and are a prerequisite for the operation of the properties, cf. § 37 a of the Land Registration Act, may be included in the valuation of the real estates.

§ 152 e. Loans with mortgage in real estate granted on the basis of the issuance of covered bonds must be secured by a separate mortgage deed and must not be granted against security in the form of owner's mortgage deeds and indemnity deeds, cf. however subsections 2 and 3. It must appear from the mortgage deed that it can serve as security for a loan financed by the issuance of covered bonds.

Subsection 2. Mortgage deeds in real estate registered before July 1, 2007, can serve as security for loans financed by the issuance of covered bonds.

Subsection 3. The Financial Supervisory Authority may grant exemptions from subsection 1 for loans granted to real estate located outside Denmark, the Faroe Islands, and Greenland.

§ 152 f. For loans covered by Article 129, subsection 1, first paragraph, letter g, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, the maturity may at most be 15 years at the time of the loan's disbursement.

§ 152 g. Registers must be kept in credit institutions over assets covered by §§ 152 a and 152 b and over financial instruments that meet the conditions in subsection 7. A credit institution may keep one or more registers. A register must not contain assets that have security in both real estate and ships.

Subsection 2. For loans covered by § 152 e, subsection 1, that must be entered into a register, it applies that the loan limit must be met at the time the loan is to be entered into the register or at the time the loan has been disbursed. If the loan limit was met at the time of the loan's disbursement and is exceeded at the time of entry, security must be provided in relation to the loan limit for the relevant loan at the time of entry. The security cannot be provided in the form of other loans where the loan limit has been exceeded.

Subsection 3. Subsection 2, first sentence, does not apply in

entry or disbursement of a loan in a register where the loan is granted to redeem a mortgage loan granted by a mortgage credit institution, or where the loan is granted to redeem a loan that is included in a register in another credit institution with permission to issue covered bonds, or
loans covered by the rules in §§ 16 b-16 g, where the loan is granted to redeem a mortgage loan granted by a mortgage credit institution, or where the loan is granted to redeem a loan that is included in a register in a credit institution with permission to issue covered bonds, and where the loan is transferred to the receiving credit institution at the latest 6 months after disbursement.

Subsection 4. Loans covered by subsection 3 may at the time the loan is to be entered into the register or disbursed, at most amount to a sum corresponding to the redemption amount and the costs associated with redemption and granting of the loan.

Subsection 5. For loans covered by subsection 3 or § 7, subsection 2, of the Act on Mortgage Loans and Mortgage Bonds and others, the issuing institution is obliged to provide the receiving institution with information on whether the loan to be redeemed is included in a register in the issuing credit institution, and information on the already passed interest-only period for the relevant loan, if the borrower has consented to this.

Subsection 6. Supplementary security must be registered separately and individualized in relation to the other assets that serve as security for the issued covered bonds.

Subsection 7. Financial instruments may only be included in a register of assets if they are used to hedge risks between assets in the register on the one side and the issued covered bonds on the other side, and where it is determined in the agreement on the financial instrument that the credit institution's restructuring proceedings, bankruptcy, or failure to fulfill the duty to provide supplementary security according to § 152 a, subsection 4, is not grounds for default.

Subsection 8. Assets, including financial instruments, in a register serve to satisfy the holders of the covered bonds and the counterparties with whom the financial instruments are entered into, and thereafter to satisfy loans taken out according to § 152 b, subsection 1.

Subsection 9. The credit institution reports to the Financial Supervisory Authority which assets etc. are included in the register. The Financial Supervisory Authority or the person authorized by the Financial Supervisory Authority controls the presence of these assets.

Subsection 10. Security provided to a register belonging to a credit institution with permission to issue covered bonds, and which is provided by a financial counterparty to cover financial instruments, belongs to the register. The same applies to security provided by another part of the credit institution as counterparty to the register, even if the register at the time of the security provision is part of the relevant credit institution's business. Security according to the 1st and 2nd sentences cannot be used by the register as a basis for the issuance of covered bonds.

Subsection 11. The register must at all times have a liquidity buffer composed of liquid assets that are available to cover outgoing net cash flows in connection with the register, which covers the total maximum outgoing net cash flows for the next 180 days.

Subsection 12. Liquid assets according to subsection 11 include assets that meet the conditions for Level 1, Level 2A, or Level 2B assets according to Commission Delegated Regulation (EU) No 2015/61 of October 10, 2014 supplementing Regulation (EU) No 575/2013 as regards liquidity coverage requirements for credit institutions, and which are valued in accordance with the aforementioned delegated regulation and are not issued by the credit institution itself that issues the covered bonds, or by its parent company, unless this is a public entity that is not a credit institution, its subsidiaries, or other subsidiaries of the parent company.

Subsection 13. For bonds covered by the rules in § 247 h, subsection 4, the calculation of the liquidity buffer requirement may be based on the final maturity of the relevant bonds.

§ 152 h. The Financial Supervisory Authority sets detailed rules regarding

the valuation of the issued covered bonds and the ongoing calculation of the assets' value in relation to the covered bonds,
the valuation of the assets that serve as security for the issuance of covered bonds,
under which conditions building loans for new or reconstruction of ships may be granted,
the design, registration, and control of the presence of the assets in the registers, cf. § 152 g,
credit institutions' granting of loans financed by the issuance of covered bonds with mortgage in real estate in cases where there is no final registered mortgage deed, and to what extent alternative security must be provided, and if the security is provided in the form of a guarantee from a credit institution, to what extent this should not be included in the 15% limit or the 10% limit, cf. Article 129, subsection 1, letter c, and subsection 1a, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of June 26, 2013 on prudential requirements for credit institutions and investment firms,
limitation of risks in connection with the issuance of covered bonds, including interest rate risks, currency risks, and option risks, and fulfillment of the requirement for a liquidity buffer,
reporting of supplementary security for covered bonds and compliance with the requirements for coverage and minimum overcollateralization, and
credit institutions' publication and submission of information for use in investors' assessment of the characteristics and risks of the issued covered bonds.

§§ 152 i – 152 y. (Repealed)

Special rules for mortgage credit institutions regarding the placement of funds and liquidity

§ 153. The Financial Supervisory Authority may set a specific liquidity requirement for a mortgage credit institution or a group of mortgage credit institutions with similar risk profiles, taking into account special liquidity risks in the mortgage credit institution or group of mortgage credit institutions.

§ 154. Funds in series must not be deposited as hybrid core capital or liable loan capital in other series or in the mortgage credit institution generally.

Subsection 2. Funds in the mortgage credit institution generally must not be deposited in series as hybrid core capital or liable loan capital, unless at least hybrid core capital or liable loan capital for a corresponding amount has been taken out in the mortgage credit institution generally.

§ 155. (Repealed)

Special rules for investment management companies regarding the placement of funds and liquidity

§ 156. (Repealed)

§ 157. Investment management companies may place the company's capital base in shares and bonds that are listed for trading on a regulated market, and in shares in UCITS, investment funds, and foreign investment institutions that correspond to investment funds, if the investment fund's or the foreign investment institution's articles of association contain the limitations mentioned in §§ 157 a and 157 b.

§ 157 a. The articles of association for an investment fund or a foreign investment institution covered by § 157, subsection 1, first sentence, must contain provisions regarding:

That the investment fund or the foreign investment institution must redeem

november 2025. 55 Nr. 1390.

the investor's share of the assets with funds derived from the assets.
2) That the capital fund's or the foreign investment institution's divisions must not provide guarantees for third parties or grant or take loans. The capital fund's or the foreign investment institution's divisions may, however, take short-term loans of up to 10% of the assets, except for loans with investment purposes.
3) That the capital fund or the foreign investment institution may invest its assets in liquid assets, including currency, or in the financial instruments mentioned in Annex 2 to the Act on Securities Companies and Investment Services and Activities, in accordance with the requirements set for instruments and their issuers in Chapter 14 of the Act on Investment Funds etc.
4) Risk spreading, cf. Section 157 b.
Section 157 b. A capital fund or a foreign investment institution covered by Section 157, paragraph 1, item 1, must stipulate in its articles of association for each division that the assets may be invested in accordance with the rules in paragraphs 2, 3, 4 or 5.
Paragraph 2. The assets may be invested in accordance with Chapter 14 of the Act on Investment Funds etc.
Paragraph 3. The assets may be invested in liquid assets, including currency or the instruments mentioned in Annex 2 to the Act on Securities Companies and Investment Services and Activities. No more than 10% of the assets may be invested in financial instruments issued by the same issuer or issuers in the same group. The second sentence does not apply in the following cases:

Where the division invests in bonds issued by a country or an international institution of a public character, which one or more countries in the European Union or countries with which the Union has concluded an agreement in the financial field participates in, and which are approved by the Financial Supervisory Authority, cf. Section 147, paragraph 1, item 4, in the Act on Investment Funds etc.
Where the division invests in the following types of bonds, provided that no more than 30% of the assets are placed in bonds issued by a single issuer or issuers in the same group:
a) Cash and ship mortgage bonds issued by Danmarks Skibskredit A/S, mortgage bonds issued by Danish mortgage credit institutions and similar mortgage bonds issued by credit institutions approved by a country within the European Union or a country with which the Union has concluded an agreement in the financial field, when a competent authority has notified the bond issuances and issuers to the Commission. b) Special covered mortgage bonds (SCMB) and special covered bonds (SCB) issued by Danish credit institutions, mortgage credit institutions or Danmarks Skibskredit A/S or equivalent special covered bonds issued by similar credit institutions approved by a country within the European Union or a country with which the Union has concluded an agreement in the financial field, when a competent authority has notified the bond issuances and issuers to the Commission. Paragraph 4. The assets may exclusively be invested in money market instruments, with no more than 30% of the assets placed in money market instruments issued by the same issuer or issuers in the same group, provided that the assets may fully be invested in money market instruments issued by a country or an international institution of a public character, which one or more countries in the European Union or countries with which the Union has concluded an agreement in the financial field participates in, and which are approved by the Financial Supervisory Authority, cf. Section 147, paragraph 1, item 4, in the Act on Investment Funds etc. Paragraph 5. The assets may be invested in shares in divisions in UCITS, capital funds or foreign investment institutions, if their articles of association contain the limitations set out in Section 157 a, provided that no more than 75% of the assets may be placed in shares issued by a single division of these UCITS, capital funds or foreign investment institutions. Sections 158-169. (Repealed)
Chapter 12
Group Rules, Consolidation etc.
Group Rules
Section 170. In groups where the ultimate parent company in Denmark is a financial holding company, the rules on the size of the capital base in Article 92, paragraph 1, point (c), and paragraph 2, point (c), of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions apply to both the top financial holding company and the group, cf. however paragraph 3. The parent company ensures compliance with these provisions. In calculating the group's capital base, cf. Section 128, capital paid in by companies in the group that do not form part of the consolidated calculation for the group is deducted.
Paragraph 2. The capital requirement rules for investment management companies in Section 126 a, paragraphs 2-6, in groups where the ultimate parent company in Denmark is an investment management holding company or an investment management company, apply to the top financial holding company and the group. The first sentence applies only to investment management holding companies that do not have a subsidiary that is a credit institution, a mortgage credit institution or a securities company I. The parent company ensures compliance with these provisions. In calculating the group's capital base, cf. Section 126 a, paragraph 9, capital paid in by companies in the group that do not form part of the consolidated calculation for the group is deducted. Paragraph 3. Paragraphs 1 and 2 do not apply to the ultimate parent company in Denmark that forms part of a group where consolidation is carried out in accordance with Article 11, paragraphs 1 and 2, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions. Paragraph 4. For groups where the ultimate parent company in Denmark is a credit institution, a mortgage credit institution, an investment management holding company or another financial holding company, where consolidation is carried out in accordance with Article 11, paragraphs 1 and 2, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, the rule in Article 92, paragraph 1, point (c), and paragraph 2, point (c), of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions applies to the parent company. The first sentence applies only to investment management holding companies that have a subsidiary that is a credit institution, a mortgage credit institution or a securities company, which is covered by Article 4, paragraph 1, item 1, point (b), of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, including as a result of a decision under Section 230 in the Act on Securities Companies and Investment Services and Activities.
Section 170 a. A credit institution, a mortgage credit institution and a financial holding company must ensure that the arrangements, processes and mechanisms required in Chapter 2, Section II, of the Directive of the European Parliament and of the Council on the taking up and pursuit of the business of credit institutions and on the supervision of credit institutions and investment firms, which are implemented by this Act or regulations issued pursuant to this Act, are implemented in a consistent and well-integrated manner in subsidiaries not covered by the directive. The company must also ensure that the subsidiary can provide relevant data and information for supervisory purposes. The first sentence does not apply if this conflicts with the legislation in the third country where the subsidiary is established.
Section 171. In groups where the parent company is a credit institution or a credit institution holding company, Section 124, paragraphs 1-4 and 7, and Sections 146, 147, 149, 150, 152 and 182 apply to the group. The calculation of capital requirements in Section 124, paragraphs 1-4 and 7, shall be carried out in accordance with Part 2 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and to the extent and in the manner prescribed in Part 1, Title II, Chapter 2, Section 2 and 3, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions. The parent company ensures compliance with these provisions. In calculating the group's capital base, capital paid in by companies in the group that do not form part of the consolidated calculation for the group is deducted.
Section 172. In groups where the parent company is a mortgage credit institution or a mortgage credit institution holding company, Section 124, paragraphs 1-4 and 7, and Sections 146-147 and 182 also apply to the group. The calculation of capital requirements in Section 124, paragraphs 1-4 and 7, shall be carried out in accordance with Part 2 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and to the extent and in the manner prescribed in Part 1, Title II, Chapter 2, Section 2 and 3, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions. The parent company ensures compliance with these provisions. In calculating the group's capital base, capital paid in by companies in the group that do not form part of the consolidated calculation for the group is deducted.
Section 173. (Repealed)
Section 174. In groups where the ultimate parent company in Denmark is an investment management holding company or an investment management company, Section 126 a, paragraph 1, 7 and 8, Sections 146 and 147 and Article 395 in Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions apply to the group. The first sentence applies only to investment management holding companies that do not have a subsidiary that is a credit institution, a mortgage credit institution or a securities company I. The parent company ensures compliance with these provisions. In calculating the group's capital base, cf. Section 128, capital paid in by companies in the group that do not form part of the consolidated calculation for the group is deducted.
Paragraph 2. A consolidated calculation shall be carried out in accordance with the rules in paragraph 1 and Section 170, paragraph 2, between an investment management company that is itself a subsidiary of a credit institution, a mortgage credit institution, an investment management company or a financial holding company, and the investment management company's subsidiary, which is an administration company not subject to the legislation of a country within the European Union or in a country with which the Union has concluded an agreement in the financial field. Paragraph 3. The Financial Supervisory Authority may determine that paragraph 1 and Section 170, paragraph 2, apply in other cases where investment management companies alone or jointly have such a direct or indirect connection to a company that it is considered necessary to apply the aforementioned rules.
Section 175. The Financial Supervisory Authority may determine that Article 395 in Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions applies to groups where the ultimate parent company in Denmark is a financial holding company that is not a securities or investment management holding company, and which does not form part of a group where consolidation is carried out in accordance with Article 11, paragraphs 1 and 2, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions.
Section 175 a. Groups where the ultimate parent company in Denmark is a financial holding company or a financial company must report annually all exposures, cf. Section 5, paragraph 1, item 14, that constitute more than 10% of the group's capital base.
Paragraph 2. The Financial Supervisory Authority sets detailed rules for reporting under paragraph 1.
Paragraph 3. Paragraph 1 and regulations issued pursuant to paragraph 2 do not apply to the ultimate parent company in Denmark that forms part of a group where consolidation is carried out in accordance with Article 11, paragraphs 1 and 2, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions.
Sections 175 b-175 e. (Repealed)
Special rules for groups with parent company in a country outside the European Union
Section 175 f. A credit institution or mortgage credit institution must appoint a common intermediate parent company within the European Union if
the company is part of a group whose parent company is located outside the European Union and outside a country with which the Union has concluded an agreement in the financial field,
the group has two or more credit institutions, mortgage credit institutions or securities companies located within the European Union or in a country with which the Union has concluded an agreement in the financial field, and
the group has assets with a total value of 40 billion euros or more in the European Union or in a country with which the Union has concluded an agreement in the financial field.
Paragraph 2. The Financial Supervisory Authority may grant permission for the company to appoint two intermediate parent companies within the European Union if
the parent company of the group referred to in paragraph 1, item 1, is ordered to separate activities in the third country where the company is located, or
the competent resolution authority for the intermediate parent company has assessed that resolution would be more effective with two intermediate parent companies in the European Union.
Paragraph 3. An intermediate parent company must have permission as a credit institution or mortgage credit institution or be an approved financial holding company or mixed financial holding company, cf. however paragraph 4.
Paragraph 4. A securities company or an investment company that has permission to provide or perform investment services and activities covered by Annex 1, Section A, item 3 or 6, in the Act on Securities Companies and Investment Services and Activities, may be appointed as an intermediate parent company if the intermediate parent company is appointed under paragraph 2, item 1.
Section 175 g. A parent company that is a financial holding company and which in the group is the ultimate parent company located in Denmark must be approved by the Financial Supervisory Authority and the consolidating supervisory authority, where the consolidating supervisory authority is different from the Financial Supervisory Authority, cf. however paragraph 4. A parent company that is a financial holding company and which in the group is the ultimate parent company located in the Union must be approved by the Financial Supervisory Authority as the consolidating supervisory authority and the competent authority in the member state where the holding company is located, cf. paragraph 8. Other financial holding companies must be approved when they are covered by this Act or Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions at the level of sub-consolidation.
Paragraph 2. Approval is granted to a financial holding company if the following conditions are met:
The internal arrangements and the distribution of tasks within the group are appropriate with a view to meeting the requirements of this Act and Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions at the consolidated or sub-consolidated level, and they are in particular sufficient to
a) coordinate the financial holding company's subsidiaries, including if necessary through a suitable distribution of tasks among credit institutions that are subsidiaries, b) prevent or handle conflicts internally in the group and c) enforce the group's policies set by the financial holding company throughout the group.
The organizational structure of the group in which the financial holding company is included does not prevent effective supervision of credit institutions that are subsidiaries or parent institutions, as regards the individual, consolidated and possibly sub-consolidated obligations they are subject to. In this assessment, account is taken in particular of
a) the position of the financial holding company in a group with several levels, b) the ownership structure and c) the role the financial holding company has in the group.
The criteria in Section 14, paragraph 2, and Sections 61 a and 64 are met.
Paragraph 3. If the conditions in paragraph 2 are not met, the financial holding company is subject to appropriate supervisory measures, which may include:
Suspension of the exercise of voting rights attached to the financial holding company's shares in credit institutions that are subsidiaries.
Order addressed to the financial holding company or members of the management body.
Issuance of instructions or guidelines addressed to the financial holding company to transfer the capital interests in credit institutions that are subsidiaries to its shareholders.
Appointment on a provisional basis of another financial holding company or another institution within the same group as responsible for ensuring compliance with the requirements of this Act and Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions at the consolidated level.
Restriction of or prohibition on distributions or interest payments to shareholders.
Requirement that financial holding companies divest or limit capital interests in credit institutions or other entities in the financial sector.
Requirement that financial holding companies submit a plan to immediately comply with the conditions in paragraph 2 anew.

Section 4. Approval of the financial holding company pursuant to subsection 1 is not required if the following conditions are met:

The main activity of the financial holding company consists of acquiring capital shares in subsidiaries.
The financial holding company is not designated as a resolution entity in accordance with the resolution strategy established by the relevant resolution authority.
A credit institution that is a subsidiary is designated as responsible for ensuring the group's compliance with supervisory requirements at the consolidated level and has all the necessary resources and legal authority to fulfill these obligations effectively.
The financial holding company does not participate in managerial, operational, or financial decisions affecting the group or its subsidiaries that are credit institutions or financing institutions.
There are no obstacles to effective supervision of the group at the consolidated level.

Subsection 5. If the conditions in subsection 4 are no longer met, the financial holding company must apply for approval.

Subsection 6. As part of the application for approval pursuant to subsection 1, financial holding companies shall inform the Financial Supervisory Authority and the consolidated supervisory authority, if it is not the same authority, of the following:

The organizational structure of the group in which the financial holding company is included, with clear indication of its subsidiaries and any parent companies, as well as the location and type of activity performed by the individual entities in the group.
Information regarding the nomination of at least two persons who exercise the actual management of the financial holding company, and compliance with the requirements in Section 64 regarding qualifications for a member of the board of directors or executive management.
Information regarding compliance with the criteria in Section 14, subsection 2, and Section 61 a regarding shareholders and company participants, if the financial holding company has a real credit institution or mortgage credit institution as a subsidiary.
The internal organization and distribution of tasks within the group.
All other information that the Financial Supervisory Authority or the consolidated supervisory authority deems necessary to carry out assessments in accordance with subsections 2 and 4.

Subsection 7. The Financial Supervisory Authority, as the consolidated supervisory authority, shall continuously monitor compliance with the conditions referred to in subsection 2 or 4. The Financial Supervisory Authority shall share relevant information connected therewith with the competent authority in the member state where the financial holding company is located.

Subsection 8. If the Financial Supervisory Authority, as the consolidated supervisory authority, differs from the competent authority in the member state where the financial holding company is located, a joint decision on approval or exemption from approval, pursuant to subsections 2 and 4, and on supervisory measures in subsections 3 and 5, shall be taken. For this purpose, the Financial Supervisory Authority, as the consolidated supervisory authority, shall prepare an assessment of relevant matters referred to in subsections 2-4 and 7 and send this assessment to the competent authority.

Subsection 9. The Financial Supervisory Authority and other supervisory authorities shall, within 2 months after the Financial Supervisory Authority has conducted and sent its assessment mentioned in subsection 8, reach a joint decision, subject to subsection 13. If a joint decision is reached, the Financial Supervisory Authority, as the consolidated supervisory authority, shall notify the applicant of the decision.

Subsection 10. If no joint decision is reached within 2 months, the Financial Supervisory Authority shall refer the matter to the European Banking Authority, which shall make a decision within 1 month after receipt of the referral. The Financial Supervisory Authority, as the consolidated supervisory authority, shall notify the applicant of this decision.

Subsection 11. After the expiration of the 2-month period, pursuant to subsection 9, or after a joint decision has been made, the matter can no longer be referred to the European Banking Authority.

Subsection 12. If a financial holding company cannot be approved, the Financial Supervisory Authority, as the consolidated supervisory authority, shall notify the applicant of the reasons for this. The reasons shall be communicated to the applicant no later than 4 months after the supervisory authority's receipt of all information necessary to take a position on the application for approval.

Subsection 13. However, a decision on whether to grant or refuse approval must be made in all cases within a period of 6 months after receipt of the application.

Subsection 14. Subsections 1-13 do not apply to investment management holding companies, pursuant to Section 5, subsection 1, no. 12.

Consolidation

Section 176. If an investment management company or a financial holding company holds, alone or together with other companies in the group, capital interests in a credit or financing institution that is not a subsidiary, and the credit or financing institution is operated jointly with other companies that are not part of the group, a pro rata consolidation of the company shall be carried out in accordance with Sections 170 and 174 relative to the group companies' share of equity and profit in the company in which the capital interest is held.

Subsection 2. If the investment management company's or the financial holding company's responsibility for the company is not limited to the shareholding or voting rights, full consolidation shall be carried out in accordance with Sections 170 and 174.

Subsection 3. Subsections 1 and 2 do not apply to the ultimate parent company in Denmark, which is part of a group where consolidation is carried out in accordance with Article 11, subsections 1 and 2, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions.

Section 177. Insurance companies and subsidiaries of insurance companies and companies temporarily operated by financial companies shall not be included in consolidation in accordance with Sections 170 and 174. The Financial Supervisory Authority may, however, determine that these companies shall be included.

Subsection 2. Mortgage credit institutions, real credit institutions, or financing institutions that are subsidiaries of insurance companies shall be included in consolidation in accordance with Section 170, if the ultimate parent company in Denmark is an investment management holding company.

Section 177 a. In groups where the ultimate parent company is located in Denmark, and where the parent company is a mortgage credit institution, a real credit institution, a mixed holding company, or a financial holding company that has at least one subsidiary that is a mortgage credit institution or a real credit institution, Sections 243 a and 243 c apply.

Subsection 2. If a parent company as mentioned in subsection 1 meets the conditions for the Financial Supervisory Authority to apply one or more of the injunctions mentioned in Sections 243 a or 243 c, the Financial Supervisory Authority shall consult the other competent authorities in the supervisory college and notify the European Banking Authority before an injunction pursuant to Sections 243 a or 243 c is imposed on the parent company.

Subsection 3. If the Financial Supervisory Authority, as the consolidated authority, receives a consultation as mentioned in Section 177 b, subsection 1, pursuant to subsection 1, the Financial Supervisory Authority shall provide its assessment of the intended injunction's impact on the group within 3 working days after receipt.

Subsection 4. If more than one competent authority in the supervisory college wishes to issue one or more injunctions pursuant to Sections 243 a or 243 c to a group covered by subsection 1, the Financial Supervisory Authority shall assess, in cooperation with the other competent authorities in the supervisory college, whether it is most appropriate to appoint the same temporary administrator, pursuant to Section 243 c, for all affected companies or to coordinate the application of one or more injunctions in Section 243 a on more than one company. The Financial Supervisory Authority and the other competent authorities in the supervisory college shall strive to reach a joint decision no later than 5 working days after the consultation mentioned in subsection 2. If a joint decision is reached, the Financial Supervisory Authority shall forward this to the parent company.

Subsection 5. If no joint decision, pursuant to subsection 4, is reached no later than 5 working days after the consultation mentioned in subsection 2, the Financial Supervisory Authority shall make a decision on the application of one or more injunctions, pursuant to Sections 243 a or 243 c, against the parent company. The Financial Supervisory Authority shall notify the parent company and the other relevant competent authorities in the supervisory college of this decision. The Financial Supervisory Authority shall postpone the decision and decisions pursuant to subsection 2, if one of the competent authorities in the supervisory college has referred the matter to the European Banking Authority, and shall thereafter make a decision in accordance with the decision from the European Banking Authority.

Section 177 b. In cases where one or more subsidiaries, which are mortgage credit institutions or real credit institutions, are subject to supervision by the Financial Supervisory Authority, but another authority within the European Union or in countries with which the Union has concluded an agreement in the financial area is the consolidated authority for the relevant group, the Financial Supervisory Authority shall, when the conditions for the application of Sections 243 a or 243 c are met in relation to one or more subsidiaries, consult the consolidated authority before the Financial Supervisory Authority issues one or more injunctions pursuant to Sections 243 a or 243 c to the subsidiary. The Financial Supervisory Authority shall notify the consolidated authority and the other competent authorities in the supervisory college of the decision.

Subsection 2. In a group where consolidated supervision is not with the Financial Supervisory Authority, pursuant to subsection 1, the Financial Supervisory Authority may make a decision on the application of one or more injunctions, pursuant to Sections 243 a or 243 c, against a mortgage credit institution or a real credit institution that is subject to supervision by the Financial Supervisory Authority, if a joint decision as mentioned in Section 177 a, subsection 4, second sentence, is not available within the deadline set in Section 177 a, subsection 4, second sentence. The Financial Supervisory Authority shall notify the mortgage credit institution or real credit institution of this decision. The Financial Supervisory Authority shall postpone the decision, if the matter has been referred to the European Banking Authority, and shall thereafter make a decision in accordance with the decision from the European Banking Authority.

Exemptions

Section 178. The Financial Supervisory Authority may, in special cases, exempt from the requirements in Sections 170 and 174.

Separation, Divestment, and Intra-Group Transactions

Section 179. The Financial Supervisory Authority may order a parent company, which owns capital shares in financial companies, to separate the financial companies and financing institutions into a sub-group under a financial holding company, if:

The group is structured in such a way that the parent company does not have to fulfill the solvency requirement in Section 170, Article 92, subsection 1, in conjunction with Article 11, subsections 1 and 2, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions,
A member of the parent company's board of directors or executive management is subject to one of the circumstances in Section 64, subsection 1, no. 3-5, or
The structure otherwise complicates the performance of supervisory tasks.

Section 180. The Financial Supervisory Authority may order that a financial holding company or an insurance holding company divest capital shares in a financial company, if:

The parent company or the group does not fulfill the solvency requirement in Section 170 or Article 92, subsection 1, in conjunction with Article 11, subsections 1 and 2, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions,
A member of the holding company's board of directors or executive management does not have sufficient experience to perform the profession or position or is subject to one of the circumstances in Section 64, subsection 1, no. 3-5, or
The parent company hinders sound and prudent management of the financial company.

Section 181. The Financial Supervisory Authority shall set detailed rules for transactions entered into between a financial company and:

Companies that are directly or indirectly connected to the financial company as subsidiaries, associated companies, or parent companies, or as the parent company's associated companies and other subsidiaries,
Companies or persons connected to the financial company through close links, pursuant to Section 5, subsection 1, no. 15, or
Companies not covered by no. 1 and 2, where the persons in the companies' management are the same for the majority, or where the companies are subject to joint management pursuant to an agreement or articles of association provisions thereto.

Subsection 2. Intra-group transactions carried out in violation of the rules set pursuant to subsection 1 shall be revoked, such that services are returned if possible, including that any security provided ceases. Payments from the financial company made in connection with intra-group transactions in violation of the rules set pursuant to subsection 1 shall be refunded together with an annual interest on the amount corresponding to the interest rate set pursuant to Section 5, subsections 1 and 2, in the Act on Interest and Other Matters Regarding Delayed Payment.

Section 182. A mortgage credit institution or a real credit institution may not, without permission from the Financial Supervisory Authority, have exposures to other companies within the same group, except for exposures to subsidiaries, subject to Sections 182 b-182 f.

Subsection 2. A mortgage credit institution or a real credit institution may not otherwise have an exposure to companies or persons who directly or indirectly have decisive influence on the mortgage credit institution or real credit institution, or who are dominated by companies or persons with such influence.

Subsection 3. The Financial Supervisory Authority may exempt from subsection 2.

Subsection 4. For companies with state capital injection pursuant to the Act on State Capital Injection in Credit Institutions, permission in accordance with subsection 1 presupposes that the company can demonstrate that the exposure is not a consequence of the state capital injection and is not in violation of Section 8, subsection 2, no. 7, in the Act on State Capital Injection in Credit Institutions.

Section 182 a. For credit institutions that meet the criteria in Article 10 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, Section 124 applies only after a consolidated calculation.

Section 182 b. Companies within a group, which are either mortgage credit institutions, real credit institutions, financing institutions, mixed holding companies, or financial holding companies with at least one subsidiary that is a mortgage credit institution, a real credit institution, or a financing institution, may, with the permission of the Financial Supervisory Authority, pursuant to subsection 3, enter into an agreement on intra-group financial support for one or more of the parties to the agreement, if one of the parties subsequently comes into a situation where the conditions for early intervention in Chapter 15 a are met. An agreement on intra-group financial support must be compatible with the conditions set forth in Section 182 d.

Subsection 2. When entering into an agreement on intra-group financial support, pursuant to subsection 1, the companies that are parties to the agreement shall act in their own interest. The agreement on intra-group financial support shall establish principles for the calculation of the remuneration to be paid for transactions in accordance with the agreement.

Subsection 3. An application for permission to enter into an agreement on intra-group financial support, pursuant to subsection 1, shall be submitted to the Financial Supervisory Authority by the parent company in the group, when the ultimate parent company within the European Union is under consolidated supervision by the Financial Supervisory Authority. The application shall contain a draft of the intended agreement, information on which companies intend to participate in the agreement, and other information necessary for the Financial Supervisory Authority's assessment of whether the agreement is compatible with the conditions set forth in Section 182 d.

Subsection 4. The Financial Supervisory Authority shall immediately forward the application for permission to enter into an agreement on intra-group financial support submitted pursuant to subsection 3 to the competent authorities for each of the subsidiaries wishing to participate in the agreement, in order to reach a joint decision.

Subsection 5. The Financial Supervisory Authority shall grant permission for the intended agreement in accordance with the procedures in subsections 7 and 8, if the agreement is assessed to be compatible with the conditions set forth in Section 182 d for providing intra-group financial support.

Subsection 6. The Financial Supervisory Authority may, in accordance with the procedures in subsections 7 and 8, prohibit the entry into the intended agreement on intra-group financial support, if the agreement is considered incompatible with the conditions set forth in Section 182 d for providing intra-group financial support.

Subsection 7. The Financial Supervisory Authority shall, after receipt of the application mentioned in subsection 3, together with the authorities mentioned in subsection 4, within 4 months reach a joint decision on the application. If a joint decision is reached, the Financial Supervisory Authority shall forward this to the company.

Subsection 8. If no joint decision is reached within the deadline of 4 months, pursuant to subsection 7, the Financial Supervisory Authority shall make its own decision on the application. The Financial Supervisory Authority shall notify the company and the authorities, pursuant to subsection 4, of the decision.

Subsection 9. The Financial Supervisory Authority shall postpone the decision, if one of the authorities mentioned in subsection 4 has referred the matter to the European Banking Authority, and shall thereafter make a decision in accordance with the decision from the European Banking Authority.

Section 182 c. If the Financial Supervisory Authority has granted permission for an agreement on intra-group financial support pursuant to Section 182 b, subsection 1, the agreement shall be approved by the shareholders in each of the companies wishing to participate in the agreement.

Subsection 2. The board of directors for each of the companies participating in the agreement on intra-group financial support shall annually report to the shareholders on the implementation of the decisions made pursuant to the agreement.

Section 182 d. A company, pursuant to Section 182 b, may only provide intra-group financial support in accordance with the entered agreement, pursuant to Section 182 b, subsection 1, to another company that meets the conditions in Chapter 15 a on early intervention, when the following conditions are met:

It can reasonably be expected that the intra-group financial assistance will remedy the significant financial difficulties in the recipient undertaking.
The intra-group financial assistance is intended to preserve or restore the financial stability of the group as a whole or of one of the undertakings and is in the interest of the providing undertaking.
The intra-group financial assistance is provided on market-based terms, including for consideration, cf. Section 182 b, subsection 2.
There is a reasonable prospect that the consideration for the intra-group financial assistance will be paid, including that the loan will be repaid by the recipient undertaking, if the assistance is provided in the form of a loan.
The provision of the intra-group financial assistance will not threaten the liquidity or solvency of the providing undertaking.
The provision of the intra-group financial assistance will not pose a threat to financial stability, in particular in countries within the European Union or in countries with which the Union has concluded an agreement in the financial area, where the providing undertaking is established.
The providing undertaking meets the capital and liquidity requirements at the time of the provision of the intra-group financial assistance, and the provision of the assistance does not result in the requirements no longer being met, unless the Danish Financial Supervisory Authority (Finanstilsynet) or the competent authority in countries within the European Union or in countries with which the Union has concluded an agreement in the financial area, which is responsible for the supervision of the providing undertaking, has given specific permission for this.
The providing undertaking meets at the time of the provision of the intra-group financial assistance the requirements for large exposures set out in Part 4 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, unless the competent authority in countries within the European Union or in countries with which the Union has concluded an agreement in the financial area, which is responsible for the supervision of the providing undertaking, has given specific permission for the non-compliance.
The provision of the intra-group financial assistance does not change the possibilities for the resolution of the providing undertaking.

Section 182 e. The board of directors of the providing undertaking shall make a decision to provide intra-group financial assistance in accordance with the agreement on this, if the conditions in Section 182 d are met. The board of directors of the recipient undertaking shall make a decision to accept intra-group financial assistance in accordance with the agreement.
Subsection 2. The board of directors of the providing undertaking must, prior to the provision of intra-group financial assistance in accordance with an approved agreement on this, cf. Section 182 b, subsection 5, notify

Finanstilsynet,
the consolidating supervisory authority, if this is not Finanstilsynet,
the competent authority for the recipient undertaking, if this is not covered by no. 1 or 2, and
the European Banking Authority.
Subsection 3. Notification in accordance with subsection 2 must contain the board's reasoned decision, cf. subsection 1, and detailed information about the intended intra-group financial assistance, including a copy of the agreement on intra-group financial assistance.
Subsection 4. Finanstilsynet has from the time of receipt of the notification, cf. subsection 2, and receipt of the required information, cf. subsection 3, 5 working days to prohibit or limit the intra-group financial assistance, if Finanstilsynet assesses that the conditions in Section 182 d are not met.
Subsection 5. Finanstilsynet's decision to accept, prohibit or limit the intra-group financial assistance must be communicated immediately to
the consolidating supervisory authority, if this is not Finanstilsynet,
the competent authority for the recipient undertaking and
the European Banking Authority.
Subsection 6. If Finanstilsynet does not prohibit or limit the intra-group financial assistance within the time limit stated in subsection 4, intra-group financial assistance may be provided in accordance with the notification.
Subsection 7. The board's decision to provide intra-group financial assistance is sent to the authorities mentioned in subsection 2. Finanstilsynet immediately notifies the other members of the supervisory college and the members of the resolution college, if Finanstilsynet has the consolidated supervision of the group.

Section 182 f. An undertaking that is a party to an agreement on intra-group financial assistance, cf. Section 182 b, must publish on its website a description of the agreement's general conditions as well as names and identification numbers in the form of CVR numbers for the undertakings that are parties to the agreement.
Subsection 2. Publication in accordance with subsection 1 must take place at least once a year simultaneously with the publication of the annual report. Publication in accordance with subsection 1 must also take place if there are significant changes in the agreement on intra-group financial assistance or in the undertaking during the year. Articles 431-434 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions apply correspondingly.

18 November 2025. 62 No. 1390.

Section VI
Annual Report, Audit and Use of the Year's Surplus
Chapter 13
Annual Report, Audit and Use of the Year's Surplus General rules on annual report and audit

Section 183. Financial undertakings and financial holding undertakings must prepare an annual report, which consists of a management report, a management statement and an annual accounts consisting of a balance sheet, an income statement, other comprehensive income, notes, including a statement of accounting policies, and a statement of changes in equity. When an annual accounts has been audited, the auditor's report forms part of the annual report. If a declaration on sustainability reporting has been issued, cf. Section 193 a, subsection 1, this must form part of the annual report.
Subsection 2. The annual report must be prepared in accordance with the rules in this chapter and rules issued pursuant to Section 196, cf. however subsections 3-6.
Subsection 3. Where provisions in this chapter or rules issued pursuant thereto regulate the same matters as the Council Regulation on the application of international accounting standards regulates, cf. Article 4 of the Regulation, the provisions in this chapter or the rules issued pursuant thereto do not apply to the consolidated accounts of the undertakings covered by Article 4 of the Regulation. Subsection 4. Financial undertakings and financial holding undertakings that do not issue transferable securities admitted to trading on a regulated market in this country, in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area, may regardless of subsection 2 choose to apply the standards mentioned in subsection 3 to their consolidated accounts. Subsection 5. Financial undertakings that, pursuant to subsection 4, follow the standards mentioned in subsection 3, must apply all approved standards in their consolidated accounts. Where provisions in this Act or provisions issued pursuant to Section 196 regulate the same matters as the standards, undertakings that, pursuant to subsection 4, apply the standards, must apply the standards instead of the relevant provisions. Subsection 6. Finanstilsynet may set disclosure requirements for the undertakings that follow the standards mentioned in subsection 3.

Section 184. The board of directors and the executive management must present the annual report for the undertaking.
Subsection 2. Each individual member of the management is responsible for ensuring that the annual report is prepared in accordance with the legislation and any additional requirements for accounts in the articles of association or agreement. Furthermore, each individual member is responsible for ensuring that the annual accounts and any consolidated accounts can be audited in good time, and that the annual report can be approved in good time. Finally, each individual member of the board of directors is responsible for ensuring that the annual report is submitted to Finanstilsynet, cf. Section 194, subsection 1, and the Danish Business Authority (Erhvervsstyrelsen), cf. Section 195, subsection 1, within the time limits set in the legislation. Subsection 3. Furthermore, each individual member of the responsible management bodies is responsible for,

that the annual report can be audited and approved in good time, and
that any declaration on sustainability reporting can be issued, so that the annual report can be approved in good time.
Subsection 4. Each individual member of the highest management body is responsible for ensuring that the annual report is submitted to Finanstilsynet, cf. Section 194, subsection 1, and the Danish Business Authority (Erhvervsstyrelsen), cf. Section 195, subsection 1, within the time limits set in the law.

Section 185. When the annual report has been prepared, all members of the board of directors and the executive management must sign it and date the signature. They must give their signature in connection with a management statement, where each individual member's name and function in relation to the company are clearly indicated, and in which they declare whether

the annual report has been prepared in accordance with the requirements of the legislation and any requirements in the articles of association or agreement,
the annual accounts and any consolidated accounts give a true and fair view of the undertaking's and, if a consolidated accounts has been prepared, the group's assets and liabilities, financial position as well as the result, and
the management report contains a true and fair description of the development in the undertaking's and, if a consolidated accounts has been prepared, the group's activities and economic conditions as well as a description of the most significant risks and uncertainties to which the undertaking or group may be exposed, and that any sustainability reporting has been prepared in accordance with the rules in this chapter and the rules issued pursuant to Section 193 a, subsection 6, and Section 196.
Subsection 2. If the annual report is signed digitally, cf. Section 6 b, the requirement in subsection 1 that the signature and the dating of the signature must be given in connection with the management statement is waived. The signer's name must, however, appear clearly in connection with the management statement.
Subsection 3. If the management has inserted supplementary reports in the annual report, the members of the board of directors and the executive management must in the management statement declare whether the report gives a true and fair description within the framework of generally accepted guidelines for such reports.
Subsection 4. Even if a management member disagrees completely or partially with the annual report or has objections to its approval with the content that has been decided, the member cannot refrain from signing. The management member may, however, indicate their objections with a concrete and comprehensive justification in connection with their signature and the management statement.

Section 186. The annual accounts and any consolidated accounts must give a true and fair view of the undertaking's and group's assets and liabilities, financial position as well as the result. The management report must contain a true and fair description of the matters covered by the report.
Subsection 2. If the application of the provisions in this law or the rules issued pursuant to Section 196 is not sufficient to give a true and fair view as mentioned in subsection 1, additional information must be given in the annual accounts or consolidated accounts.
Subsection 3. If the application of the provisions in this chapter or rules issued pursuant to Section 196 in special cases would conflict with the requirement in subsection 1, first sentence, they must be departed from, so that this requirement is met. Such a departure must be disclosed in the notes every year and always justified concretely and comprehensively with information about the impact, including as far as possible the monetary impact, the departure has on the undertaking's or group's assets and liabilities, financial position as well as the result.

Section 187. In order for the annual accounts and consolidated accounts to give a true and fair view, and for the management report to contain a true and fair description, cf. Section 186, the requirements in subsections 2 and 3 must be met.
Subsection 2. The annual report must be prepared in such a way that it supports the users of the accounts in their economic decisions. The users of the accounts referred to are persons, undertakings, organizations and public authorities etc., whose economic decisions are normally expected to be influenced by an annual report, including current or future participants in the business, creditors, employees, customers, alliance partners, the local community, as well as grant-giving and tax authorities. The decisions referred to must at least concern

the allocation of the user's own resources,
the management of the undertaking's resources, and
the distribution of the undertaking's resources.
Subsection 3. The annual report must be prepared in such a way that it provides information on matters that are normally relevant to the users of the accounts, cf. subsection 2. The information must also be reliable in relation to what the users of the accounts normally expect.

Section 188. The annual report must be prepared according to the following basic assumptions:

It must be prepared in a clear and understandable manner (clarity).
Account must be taken of the actual circumstances and not of formalities without real content (substance).
All relevant matters must be included in the annual report, unless they are insignificant (materiality). If several insignificant matters are considered significant together, they must be included.
The operation of an activity is assumed to continue (going concern), unless it should not or is not assumed to be able to continue. If an activity is being wound up, classification and presentation as well as recognition and measurement must be adapted to this wind-up.
Any change in value must be shown, regardless of the impact on equity and income statement (neutrality).
Transactions, events and changes in value must be recognized when they occur, regardless of the time of payment (accrual basis).
Recognition methods and measurement bases must be applied consistently to the same category of matters (consistency).
Each transaction, event and change in value must be recognized and measured separately, and the individual matters must not be offset against each other (gross value).
The opening balance for the financial year must correspond to the closing balance for the previous financial year (formal continuity).
Subsection 2. Presentation and classification, consolidation method, recognition method and measurement basis as well as the monetary unit used must not be changed from year to year (real continuity). Change may, however, take place if this thereby better achieves a true and fair view, or if the change is necessary as a result of a change in legislation or new rules issued pursuant to Section 196. Subsection 3. Finanstilsynet may, regardless of subsection 1, no. 8, set rules on the obligation to offset. Subsection 4. The provisions in subsection 1, nos. 6-9, and subsection 2 may be departed from in special cases. In such cases, Section 186, subsection 3, second sentence, applies correspondingly.

Section 189. Financial undertakings' assets and liabilities must, unless otherwise provided pursuant to Section 196, be measured at fair value. Assets and liabilities are written up and down in accordance with this, and write-ups and write-downs are recognized in the income statement, unless otherwise provided pursuant to Section 196.

Section 190. Supplementary reports, e.g. reports on knowledge and employees' matters (knowledge accounts), on environmental matters (green accounts), on the undertaking's social responsibility (social accounts) and on the undertaking's ethical objectives and follow-up on these (ethical accounts), must give a true and fair description within the framework of generally accepted guidelines for such reports. They must meet the quality requirements in Section 187, subsection 3, and with the relaxations that follow from the nature of the matter, the basic assumptions in Section 188, subsections 1 and 2.
Subsection 2. The methods and measurement bases according to which the reports are prepared must appear from the supplementary reports.

Section 191. The financial year must follow the calendar year.
Subsection 2. The first financial period may cover a shorter or longer period than 12 months, but at most 18 months.
Subsection 3. Parent undertakings and subsidiary undertakings must ensure that the subsidiary undertaking has the same financial year as the parent undertaking, unless this is not possible due to circumstances beyond the control of the parent undertaking and the subsidiary undertaking.
Subsection 4. Finanstilsynet may in special cases grant exemption from the requirement in subsection 1.

Section 192. Recognition, measurement and information in monetary units must be carried out in Danish kroner or in euros. Finanstilsynet may in rules issued pursuant to Section 196 stipulate that the amounts are stated in other foreign currencies that are relevant for the undertaking or the undertaking's group.

Section 193. The annual report must be audited by the undertaking's external auditors, cf. Section 199. The audit does not cover the management report and the supplementary reports that form part of the annual report, cf. Section 190. The auditor must, however, issue an opinion on the management report.

Section 193 a. An undertaking that is required to prepare sustainability reporting must have the sustainability reporting provided with a declaration on sustainability reporting.
Subsection 2. Declaration in accordance with subsection 1 must be issued by an auditor who is approved pursuant to the Auditor Act to issue declarations on sustainability reporting, or through an independent assurance provider who is registered pursuant to the Act on Independent Assurance Providers regarding Sustainability Reporting.
Subsection 3. Section 199, subsections 6-8 and 11, apply correspondingly with the necessary adjustments to the sustainability reporting.
Subsection 4. Sections 118 a, 144 and 145-149 b of the Companies Act apply with the necessary adjustments to the sustainability reporting.
Subsection 5. The board of directors may allow internal audit and deputy chief audit executives to perform work activities as a basis for the declaration on sustainability reporting, cf. subsection 1. The provisions in Section 199, subsection 10, apply correspondingly with the necessary adjustments to the work activities of internal audit and deputy chief audit executives in connection with the issuance of a declaration on sustainability reporting. Subsection 6. Finanstilsynet sets rules on the implementation of the auditor's or the independent assurance provider's issuance of declarations on sustainability reporting. Finanstilsynet may also set rules on internal audit, insofar as it concerns sustainability reporting.

Section 194. The annual report must, in the form in which it is presented and approved by the board of directors, be submitted to Finanstilsynet by digital communication without undue delay after the board meeting where the annual report is finally approved.
Subsection 2. The external auditor's audit protocol regarding the annual report as well as, for undertakings with an internal auditor, the internal audit chief's audit protocol regarding the annual report must be submitted to Finanstilsynet by digital communication simultaneously with the submission of the annual report in accordance with subsection 1. If the external auditor does not keep an audit protocol regarding the annual report, other corresponding documentation is submitted.

Section 195. The approved annual report must be submitted to the Danish Business Authority (Erhvervsstyrelsen) without undue delay after final approval and no later than 4 months after the end of the financial year. Undertakings that are required to prepare interim reports must also submit the prepared interim report to the Danish Business Authority no later than 3 months after the end of the interim period.
Subsection 2. The submitted annual report must at least contain the mandatory components as well as the full auditor's report or other declaration from the auditor or an independent assurance provider, cf. Section 193 a. If the undertaking wishes to have supplementary reports as mentioned in Section 190 published, these must be submitted together with the mandatory components of the annual report, so that the mandatory components and the supplementary reports together appear as one document designated as "annual report". Subsection 3. An undertaking that is required to prepare sustainability reporting and that, pursuant to other legislation, is obliged to have parts of its sustainability reporting verified by an accredited independent third party, must make the report from the independent third party available on the undertaking's website. Subsection 4. Finanstilsynet may, after consultation with the Danish Business Authority, set detailed rules on the submission of annual reports and interim reports to the Danish Business Authority and rules on the publication of annual reports and interim reports. Detailed rules may be set hereunder on the fact that annual reports and interim reports must be submitted digitally to the Danish Business Authority, and that communication in connection with this must take place digitally.

Section 195 a. Subsidiary undertakings and branches that must prepare a sustainability report on behalf of the ultimate parent undertaking or a foreign undertaking that is not subject to the legislation of the European Union or of a country with which the Union has concluded an agreement in the financial area, must submit the sustainability report and a declaration on sustainability reporting, which has been issued by a legal or natural person who is authorized to issue such a declaration pursuant to the legislation in the relevant country, to the Danish Business Authority no later than 12 months after the end of the financial year to which the sustainability report relates.
Subsection 2. The undertakings mentioned in subsection 1 must submit a declaration that the sustainability report has been prepared on the basis of the information that the subsidiary undertaking or branch is in possession of, if the ultimate parent undertaking or the foreign undertaking has not made the necessary information available for the preparation of the sustainability report. Any declaration must be submitted to the Danish Business Authority no later than 12 months after the end of the financial year to which the sustainability report relates. Subsection 3. Subsidiary undertakings and branches that are exempt from preparing a sustainability report themselves, because the ultimate parent undertaking or the foreign undertaking has prepared a sustainability report, must submit to the Danish Business Authority no later than 12 months after the end of the financial year to which the report relates, the sustainability report prepared by the ultimate parent undertaking or the foreign undertaking, together with a declaration on sustainability reporting, which has been issued by a legal or natural person who is authorized to issue such a declaration pursuant to the legislation in the relevant country, or any declaration that the ultimate parent undertaking or the foreign undertaking has not issued a declaration on sustainability reporting. Subsection 4. Finanstilsynet may, after consultation with the Danish Business Authority, set detailed rules on the submission of the sustainability report, the declaration on sustainability reporting and any declarations in accordance with subsections 2 and 3 to the Danish Business Authority.

Section 196. Finanstilsynet sets detailed rules for the annual report, including rules on the recognition and measurement of assets,

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obligations, revenues and expenses, preparation of income statements and balance sheets, and requirements for notes and management reports.

Subsection 2. The Financial Supervisory Authority shall also establish rules for group accounts, including rules on when an annual report must include a group account, and which companies this must cover.

Subsection 3. The Financial Supervisory Authority may establish rules for the preparation and publication of accounting reports covering periods shorter than the annual report.

Subsection 4. The Financial Supervisory Authority shall establish rules for sustainability reporting, including rules on content and form.

§ 197. With a view to ensuring that the annual reports and sustainability reports of financial undertakings and financial holding companies prepared by subsidiaries and branches on behalf of the ultimate parent undertaking or a foreign undertaking not subject to the legislation of the European Union or a country with which the Union has concluded an agreement in the financial field, are in compliance with the rules in this chapter and the rules issued pursuant to § 196, and that the group accounts of financial undertakings covered by Article 4 of the Council Regulation on the application of international accounting standards are in compliance with the international accounting standards, the Financial Supervisory Authority may

provide guidance,
point out violations and
order that errors be corrected and that violations be discontinued.

§ 198. Financial undertakings and financial holding companies shall submit regular accounting reports to the Financial Supervisory Authority in accordance with forms and guidelines thereto prepared by the Financial Supervisory Authority. The reports shall be submitted to the Financial Supervisory Authority in electronic form.

Subsection 2. The Financial Supervisory Authority may grant exemptions from § 198, subsection 1, second sentence.

§ 199. Financial undertakings and financial holding companies must have at least one state-authorised auditor, and this auditor must, if it concerns the audit of credit institutions or mortgage credit institutions, also be certified by the Financial Supervisory Authority. If more than one auditor is elected or an auditor is appointed pursuant to the third sentence, the additional elected or appointed auditors must be state-authorised and, if it concerns the audit of credit institutions or mortgage credit institutions, the signing auditor(s) must also be certified by the Financial Supervisory Authority. The Financial Supervisory Authority may in special cases appoint an additional auditor. This auditor shall function on the same terms and according to the same rules as the auditors elected by the general meeting.

Subsection 2. The auditors in a financial undertaking or in a financial holding company must also be auditors in the undertaking's subsidiaries. If a financial undertaking or a financial holding company has a subsidiary that is a credit institution or a mortgage credit institution, the elected signing auditors must be certified by the Financial Supervisory Authority to audit these types of financial undertakings, cf. subsection 1. However, it is sufficient that they are collectively certified to audit the individual types of financial undertaking in the group.

Subsection 3. Subsection 2 does not apply to parent undertakings and subsidiary undertakings that are not established in Denmark.

Subsection 4. The Financial Supervisory Authority may revoke an auditor's certification, cf. subsection 1, first sentence, and thereby the right to audit the specific type of financial undertaking, and instead appoint another auditor, cf. subsection 1, third sentence, until a new election has been made, if

the auditor cannot document within a deadline set by the Financial Supervisory Authority that he/she meets the requirements for certification, or
the Financial Supervisory Authority finds that the auditor has not functioned satisfactorily, wholly or partially, and there is reason to assume that the person will not perform the audit in a proper manner.

Subsection 5. Auditors who, pursuant to subsection 4, have had their certification revoked may demand that the Financial Supervisory Authority's decision be brought before the courts. A request to this effect must be submitted to the Financial Supervisory Authority within 4 weeks after the decision has been notified to the person concerned. The request does not have suspensive effect, but the court may by order determine that the auditor in question may maintain his/her position as auditor for the specific type of financial undertaking during the proceedings. The Financial Supervisory Authority shall bring the case before the courts within 4 weeks. The case is instituted in accordance with the rules of civil procedure.

Subsection 6. In the event of a change of auditor, the undertaking and the outgoing auditor must each provide a statement to the Financial Supervisory Authority no later than 1 month after the departure, if the change is due to special circumstances.

Subsection 7. The Financial Supervisory Authority may require the auditor and, for undertakings with an internal auditor, the head of internal audit, to provide information on the circumstances in a financial undertaking, a financial holding company, or such undertakings' subsidiaries.

Subsection 8. The Financial Supervisory Authority may arrange an extraordinary audit in a financial undertaking, a financial holding company, or such undertakings' subsidiaries. The financial undertaking may be required to pay for the execution of the audit. The Financial Supervisory Authority approves the amount of the fee.

Subsection 9. §§ 144-149 of the Companies Act on audit apply with the necessary adaptations to financial undertakings and financial holding companies that are not joint-stock companies.

Subsection 10. The board of directors may not, cf. § 80, subsection 1, allow internal audit and deputy audit heads to perform audit tasks in undertakings outside the group. The board of directors may not also allow internal audit and deputy audit heads to perform other work than audit tasks in undertakings within the group or in undertakings within the same administrative community. The Financial Supervisory Authority may in special cases grant an exemption from the first sentence.

Subsection 11. The board of directors may not, cf. § 80, subsection 1, allow internal audit and deputy audit heads to take on positions that cause them to conflict with the rules of impartiality corresponding to those that apply to external auditors of public interest undertakings pursuant to the Auditor Act and Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of undertakings of public interest.

Subsection 12. The Financial Supervisory Authority shall establish provisions on the implementation of audits in financial undertakings, financial holding companies, and such undertakings' subsidiaries, including provisions on internal audit.

Subsection 13. The Financial Supervisory Authority shall establish detailed provisions on the certification of auditors, cf. subsection 1 and 4.

§ 200. An external auditor and a head of internal audit must immediately notify the Financial Supervisory Authority of any matter and any decision concerning the financial undertaking of which the auditor becomes aware in the course of performing his/her duties as auditor, and which may

constitute a significant violation of statutory provisions or regulations setting the conditions for the granting of authorisation, or specifically concerning the undertaking's activities,
affect the undertaking's continued operation, or
lead to a refusal to sign the accounts or to a modification of the conclusion.

Subsection 2. The duty to notify also covers any matter and any decision covered by subsection 1, which the external auditor and a head of internal audit become aware of as auditor for an undertaking that has close connections with the financial undertaking.

§ 200 a. (Repealed)

Special rules on the application of the year's profit in credit institutions

§ 201. A credit institution must make the provisions necessary according to the institution's economic position. The articles of association may prescribe a duty to make provisions.

§ 202. A savings bank's profit shall be added to the equity capital, except for amounts that are added to the savings bank's employees as part of agreements on profit sharing, amounts that the savings bank's board of representatives decides to use for the interest on the savings bank's guarantee capital, and amounts that are distributed to holders of hybrid core capital issued by the savings bank, if the guarantee capital or the hybrid core capital meets the conditions to be equity capital.

Subsection 2. The board of representatives may, however, determine that amounts from the savings bank's annual profit shall be used for public or charitable purposes. Such amounts may eventually be added to a special fund for later payment.

Subsection 3. Transfer to the guarantee capital from the savings bank's other equity capital is prohibited.

§ 203. A decision on the distribution of the profit amount that a cooperative bank has at its disposal after the annual accounts is made by the general meeting. The general meeting may not decide on the distribution of a higher dividend than proposed or approved by the board of directors.

Subsection 2. The general meeting may decide that the cooperative bank's funds shall be used to give gifts for public or equivalent purposes, insofar as this is considered reasonable with regard to the intention of the gift, the cooperative bank's economic position, and the circumstances in general. The board of directors may use amounts for the purposes mentioned in the first sentence, which are of minor significance in relation to the cooperative bank's economic position.

Section VII
Interventions in or termination of the financial undertaking
Chapter 14
Merger and conversion
Merger

§ 204. A financial undertaking may not merge with another financial undertaking or a specific business part of another financial undertaking without the consent of the Minister for Industry, Business and Financial Affairs. The same applies when the continuing undertaking is a foreign undertaking.

Subsection 2. A decision pursuant to subsection 1 shall be notified to the applicant no later than 2 months after the receipt of the application. If the application is incomplete, a decision shall be notified no later than 2 months after the applicant has submitted the information necessary to make the decision. A decision must in any case be made no later than 6 months after the receipt of the application.

Subsection 3. Permission pursuant to subsection 1 may, among other things, be refused if the merger contradicts significant public interests.

Subsection 4. § 238, subsection 2, § 239, subsection 2, § 242, second sentence, § 256, subsection 2, § 257, subsection 2, § 260, second sentence, § 277, second sentence, § 294, subsection 2, and § 297, second sentence, of the Companies Act do not apply to mergers covered by subsection 1.

§ 205. The Minister for Industry, Business and Financial Affairs may establish rules that the provisions regarding merger in chapters 15 and 16 of the Companies Act apply with the necessary adaptations to

merger of cooperative and savings banks, and
merger of savings and cooperative banks with a joint-stock company.

§ 206. No later than 1 month before the merger of a credit institution or a mortgage credit institution or a specific business part of these, cf. § 204, the credit institution or mortgage credit institution must inform the depositors or investors thereof, if this has significance for the depositors' and investors' coverage pursuant to §§ 9 and 10 of the Act on a Depositor and Investor Guarantee Scheme.

Subsection 2. The Financial Supervisory Authority may grant permission for a shorter period than mentioned in subsection 1, if the Financial Supervisory Authority assesses that the interest in protecting business secrets or financial stability so requires.

Subsection 3. Subsections 1 and 2 apply with the necessary adaptations to branches located in Denmark of credit institutions established in another country.

Conversion of savings banks and cooperative banks into joint-stock companies

§ 207. In savings banks that have been in operation since 1 January 1989, and in cooperative banks that have been in operation since 1 January 1995, the board of representatives or the general meeting may, pursuant to the rules in this chapter, decide that the savings bank or cooperative bank is dissolved without liquidation by transferring the savings bank's or cooperative bank's assets and liabilities as a whole to a joint-stock company owned or established by the savings bank or cooperative bank, which has permission to carry out credit institution business (savings bank joint-stock company/cooperative bank joint-stock company). Shares in the joint-stock company corresponding to the value of the contributed assets after deduction of the savings bank's or the individual cooperative bank's liabilities, cf. however § 208, subsection 2, are transferred in savings banks to a foundation, in cooperative banks to a foundation or an association. The foundations are considered commercial foundations. The associations are covered by the Act on Certain Commercial Undertakings, and the members of the associations must be shareholders in the joint-stock company.

Subsection 2. A decision pursuant to subsection 1 is made with the majority required for the dissolution of the savings bank or cooperative bank.

Subsection 3. In the event of the dissolution of an association established pursuant to subsection 1, which owns shares in a cooperative bank joint-stock company, the equity capital may not be distributed to the association's members.

§ 208. §§ 236-251 and 271-290 of the Companies Act apply with the necessary changes to the merger, cf. § 207, subsection 1, between the joint-stock company as the continuing company and the savings bank or cooperative bank as the dissolved company. § 238, subsection 2, § 239, subsection 4, and § 242, second sentence, of the Companies Act do not apply.

Subsection 2. The guarantors in the savings bank and the shareowners in the cooperative bank must be offered either a conversion at market price of their guarantee certificates and share certificates into shares in the joint-stock company, cash redemption, or a combination thereof. If cash redemption is offered, this must take place before the merger plan is signed. Cash redemption of guarantee capital or share capital is conditional on the conversion being carried out.

Subsection 3. The merger plan mentioned in § 237, subsection 1, 3 and 4, of the Companies Act must contain information and provisions on the rights attributed to the guarantors and shareowners.

Subsection 4. The Minister for Industry, Business and Financial Affairs must approve the merger pursuant to § 204, subsection 1.

§ 209. The foundations or associations established pursuant to § 207, subsection 1, which own shares in a savings bank joint-stock company or a cooperative bank joint-stock company, are managed by a board of at least 3 members. The boards of the foundations and associations mentioned in the first sentence must safeguard the interests of the foundation or association.

Subsection 2. The following persons may not together or individually appoint or constitute a majority of the board of the foundation or association mentioned in subsection 1:

Members of the board, the board of representatives or similar representative bodies and employees in the savings bank joint-stock company or cooperative bank joint-stock company, cf. § 207, subsection 1.
Members of the board, the board of representatives or similar representative bodies and employees in the foundation's or association's subsidiaries or associated undertakings.
Shareholders in the savings bank joint-stock company or cooperative bank joint-stock company, if their voting rights directly or indirectly constitute at least 5 pct. of the voting rights of the share capital, or if the nominal value directly or indirectly constitutes at least 5 pct. of the share capital.

Subsection 3. The chairman of the board in the savings bank joint-stock company or cooperative bank joint-stock company may not simultaneously be a member of the board of the foundations or associations mentioned in subsection 1.

Subsection 4. One member of and among the employee representatives of the savings bank joint-stock company or cooperative bank joint-stock company is appointed to the board of the foundations or associations mentioned in subsection 1, unless the rules on group representation in the Act on Commercial Foundations apply. The rules in the Companies Act on group representation apply correspondingly to the member in question.

Subsection 5. Foundations and associations covered by subsection 1 must provide the Financial Supervisory Authority with the information necessary for the supervision's activities. § 347, subsection 3, applies correspondingly.

Subsection 6. The provisions in subsections 1-5 do not apply if the savings bank joint-stock company or cooperative bank joint-stock company is wound up pursuant to §§ 226 and 227 and the savings bank joint-stock company or cooperative bank joint-stock company is not considered to be continued. When the savings bank joint-stock company or cooperative bank joint-stock company is wound up and cannot be considered continued, the foundation is still considered a commercial foundation, cf. § 207, subsection 1. The Danish Business Authority must, as the foundation authority, permit the changes in the foundation's articles of association that are necessary pursuant to the Act on Commercial Foundations. The same applies to associations, cf. § 207, subsection 1, where the Danish Business Authority must permit the changes in the association's articles of association that are necessary pursuant to the Act on Certain Commercial Undertakings.

§ 210. (Repealed)

§ 211. In savings banks that have been in operation since 1 January 1989, the board of representatives may decide that the savings bank is dissolved without liquidation by transferring the savings bank's assets and liabilities as a whole to a joint-stock company owned or established by the savings bank, which has permission to carry out credit institution business, and that a reserved savings bank reserve corresponding to the value of the contributed assets after deduction of the savings bank's liabilities is created in the joint-stock company.

Subsection 2. § 7, subsection 7, §§ 207 and 208 apply correspondingly.

§ 212. The reserved savings bank reserve, cf. § 211, may be used to cover deficits that are not covered by amounts that can be used for dividends in the joint-stock company.

Subsection 2. In the event of the credit institution's termination, distribution to shareholders may only take place when the obligations pursuant to subsection 4 have been fulfilled.

Subsection 3. Upon merger with another credit institution, the continuing company takes over the savings bank reserve on the same terms that applied until the merger.

Subsection 4. In the event of the credit institution's termination, the savings bank reserve is used for public or charitable purposes according to detailed rules set in the decision pursuant to § 211.

§ 213. In addition to the provisions prescribed in § 201, 10 pct. of the part of the year's profit that is not used to cover deficits from previous years must be added annually to the reserved savings bank reserve, cf. § 211. If the addition would exceed an interest on the savings bank reserve corresponding to the interest set in subsection 2 minus a proportional share of the year's corporation tax, only an amount corresponding to this interest is added.

Subsection 2. The Financial Supervisory Authority establishes rules for the calculation of the interest that applies pursuant to subsection 1.

Mortgage funds and mortgage associations that have been mortgage credit institutions

§ 214. Funds that have been mortgage credit institutions, and funds that are established in connection with the conversion of mortgage credit institutions into joint-stock companies, are covered by the Act on Commercial Foundations.

Subsection 2. Despite the fact that a mortgage joint-stock company is wound up pursuant to §§ 226 and 227 and is not considered to be continued, the fund, cf. subsection 1, is still considered to be a commercial foundation. Changes in the fund's articles of association that are necessary pursuant to the Act on Commercial Foundations must be approved in the Danish Business Authority, which is the fund authority.

§ 214 a. Associations that have been mortgage credit institutions are covered by the Act on Certain Commercial Undertakings, cf. the Act's § 1 a.

§ 215. (Repealed)

§ 216. A fund or association that has been a mortgage credit institution, and a fund that is established in connection with the conversion of a mortgage credit institution into a joint-stock company, must be managed by a board of at least 5 members, if the fund or association owns the mortgage joint-stock company.

Subsection 2. The members of the association or the borrowers in the mortgage joint-stock company respectively the holders of mortgage bonds and other financial instruments issued by the mortgage joint-stock company each elect one or more members of the board of the fund or association covered by subsection 1. These members must together constitute more than half of the board. Members elected by the holders of mortgage bonds and other financial instruments may not constitute more than half of the board.

Subsection 3. The following groupings of persons may not together or individually appoint or constitute a majority of the board of the fund or association mentioned in subsection 1:

Members of the board, the boards of representatives or similar representative bodies and employees in the mortgage joint-stock company.
Members of the board, the board of representatives or similar representative bodies and employees in the fund's or association's subsidiaries or associated undertakings.
Shareholders in the mortgage joint-stock company, if their voting rights directly or indirectly constitute at least 5 pct. of the voting rights of the share capital, or if their shareholding in the mortgage joint-stock company has a nominal value that directly or indirectly constitutes at least 5 pct. of the share capital.

Subsection 4. The chairman of the board in the mortgage joint-stock company may not simultaneously be a member of the board of the fund or association mentioned in subsection 1.

Subsection 5. If the fund or association mentioned in subsection 1 does not own other assets than mortgage bonds and similar or capital instruments issued by financial undertakings or financial holding companies in the group that at the time of acquisition form part of the respective company's equity capital or core capital, subsections 3 and 4 do not apply. In such cases, at least 1 member of the board of the fund or association may not simultaneously be a member of the board for or employed in the mortgage joint-stock company or in other companies in the group.

§ 217. (Repealed)

§ 218. (Repealed)

§ 219. In the event of the winding up of an association that has been a mortgage credit institution, the equity capital may not be distributed to the association's members.

§ 220. Mortgage credit institutions that have been converted into joint-stock companies according to the encapsulation model may use the reserved fund reserve to cover deficits that are not covered by amounts that can be used for dividends in the joint-stock company.

Subsection 2. Upon the merger of the mortgage credit institution pursuant to § 204, the continuing company takes over the fund reserve on the same terms that applied until the merger.

Subsection 3. In the event of the mortgage credit institution's termination, the fund reserve is used for public or charitable purposes according to detailed rules set in the conversion decision. Distribution to shareholders may only take place when the obligations in the first sentence have been fulfilled.

§ 221. Mortgage credit institutions that have been converted into joint-stock companies according to the encapsulation model must add 10 pct. of the year's profit that is not used to cover deficits from previous years to the fund reserve. If the addition would exceed the interest on the fund reserve that corresponds to the interest the Financial Supervisory Authority sets pursuant to § 213, subsection 2, minus a proportional share of the year's corporation tax, only an amount corresponding to this interest is added.

§ 222. (Repealed)

Chapter 15
Termination
Withdrawal of authorisation

§ 223. The Financial Supervisory Authority may withdraw the authorisation to carry out business as a credit institution, mortgage credit institution and investment

november 2025. 69 Nr. 1390.

investment management company and securities dealer, if the business so requests.

§ 224. The Financial Supervisory Authority may further revoke the license to operate as a credit institution, mortgage credit institution, and investment management company,

if the financial business commits serious or repeated violations of this Act, the Money Laundering Act, the Capital Markets Act, or the Act on Mortgage Loans and Mortgage Bonds and the like, regulations issued pursuant to these Acts, Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, regulations and rules issued pursuant to Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, regulations issued pursuant to Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, or Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, or Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets,
if the financial business does not meet the requirements for obtaining a license, including the requirements in Chapter 3, cf. however § 126 a, para. 2, no. 1 and 2, and Article 93, para. 1 and 2, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions,
if the activity as a financial business is not commenced within 12 months after the Financial Supervisory Authority has granted the business a license,
if financial business is not conducted for a period of more than 6 months, or
if the credit institution exclusively uses its license to perform activities covered by § 5, para. 1, no. 2, letter b, and for a period of 5 consecutive years has average total assets that lie below the thresholds set out in § 5, para. 1, no. 2, letter b, no. i-iii.

Para. 2. If an investment management company has a license as a securities dealer pursuant to the Act on Securities Brokerage Companies and Investment Services and Activities, the license as a securities dealer may be revoked if the conditions in para. 1, no. 1-4, are met.

Para. 3. If a credit institution or mortgage credit institution has a license to issue covered bonds, the license may be revoked if

the credit institution commits serious or repeated violations of §§ 152 a-152 g or regulations established pursuant to § 16 a, para. 4, or § 152 h,
the mortgage credit institution commits serious or repeated violations of §§ 33 a-33 e in the Act on Mortgage Loans and Mortgage Bonds and the like or regulations established pursuant to § 16 a, para. 4, in this Act or § 33 f in the Act on Mortgage Loans and Mortgage Bonds and the like, or
the issuance of covered bonds has not commenced within 12 months after the Financial Supervisory Authority has granted the institution a license.

Para. 4. If a credit institution or a mortgage credit institution does not meet the liquidity coverage requirement in Article 412, para. 1, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, and has not provided the required liquidity within a deadline set by the Financial Supervisory Authority, the Financial Supervisory Authority may revoke the license. The Financial Supervisory Authority may extend the deadline if the Authority deems this necessary.

Para. 5. The Financial Supervisory Authority may suspend an investment management company's license to operate if the conditions in para. 1, no. 1-4, are met.

§ 224 a. A credit institution or a mortgage credit institution is considered non-performing or likely non-performing if

the business violates, or if there are objective indicators to support that the business in the near future will violate, the requirements to maintain its license in a manner that allows the Financial Supervisory Authority to revoke the license pursuant to § 224, para. 1, no. 1 or no. 2, or § 225, para. 1, or § 350, para. 2,
there are objective indicators to support a finding that the business in the near future will be unable to pay its debts or other obligations as they fall due, and the Financial Supervisory Authority can therefore revoke the license pursuant to § 224, para. 4, or
the business receives extraordinary financial support from the public, unless the support is given to avoid or remedy a serious disturbance in the Danish economy and to maintain financial stability and takes one of the following forms:
a) State guarantee to cover liquidity facilities provided by Danmarks Nationalbank. b) State guarantee for recently issued obligations. c) Injection of capital base or purchase of capital instruments to handle a capital shortage that has been identified in national stress tests or stress tests conducted at the EU level.

Para. 2. A group is considered non-performing or likely non-performing when the group at consolidated level is in one of the situations mentioned in para. 1.

Para. 3. The Financial Supervisory Authority makes a decision that a credit institution, a mortgage credit institution, or a group is considered non-performing or likely non-performing, after hearing Financial Stability.

§ 225. If a credit institution, mortgage credit institution, or investment management company does not meet the capital requirements in Article 92, para. 1, and Articles 93, 97, and 500 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, § 124, para. 3 and 8, and § 126 a, para. 2-7, and has not provided the required capital within a deadline set by the Financial Supervisory Authority, the Financial Supervisory Authority must revoke the license, cf. however para. 2, 5, and 6.

Para. 2. A credit institution or mortgage credit institution that meets the capital base requirement under Article 92, para. 1, and the minimum capital requirement in Article 93 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, but does not meet the individual solvency requirement established pursuant to § 124, para. 3, or Article 500 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, must take the necessary measures to comply with this solvency requirement. The Financial Supervisory Authority may order the institution to take the necessary measures within a deadline set by the Financial Supervisory Authority, which may be extended. The Financial Supervisory Authority may continuously set additional measures if deemed necessary. The Financial Supervisory Authority may set a deadline pursuant to para. 1 for compliance with the individual solvency requirement established pursuant to § 124, para. 3, or Article 500 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, after which the license is revoked pursuant to para. 1 if the institution does not take the necessary measures after the 2nd and 3rd sentences.

Para. 3. If the provision of capital requires that the highest authority of the credit institution, mortgage credit institution, or investment management company be convened, the Financial Supervisory Authority may determine that the convening may take place with a shorter deadline than set in the articles of association.

Para. 4. If a group covered by §§ 171-174 does not meet the solvency requirement in the relevant provisions, and has not provided the required capital within a deadline set by the Financial Supervisory Authority, the Financial Supervisory Authority may revoke the license of the credit institution, mortgage credit institution, or investment management company, cf. however para. 5 and 6.

Para. 5. The Financial Supervisory Authority sets the deadline in para. 1, 2, and 4 taking into account the nature of the case and the specific circumstances. The deadline may be extended if the Financial Supervisory Authority deems it necessary.

Para. 6. The Financial Supervisory Authority may refrain from revoking the license pursuant to para. 1, 2, and 4 when considerations of appropriate crisis management or resolution speak in favor of this.

Resolution
§ 226. When the Financial Supervisory Authority revokes a credit institution, mortgage credit institution, or investment management company's license pursuant to § 223, § 224, para. 1 and 2, and § 225, the business must be resolved, and other business may not be commenced until the resolution is completed.

Para. 2. When the Financial Supervisory Authority revokes the license pursuant to § 224, para. 2, the business that the investment management company no longer has a license for must be resolved. The Financial Supervisory Authority may set a deadline within which the resolution must be carried out.

§ 227. Resolution, cf. § 226, takes place through liquidation or bankruptcy or through merger pursuant to § 204. If the resolution takes place in another manner, the Financial Supervisory Authority must approve the form, content, and implementation of the resolution.

§ 227 a. In the event of resolution of a credit institution that issues covered bonds, the Financial Supervisory Authority must cooperate with Financial Stability to ensure the preservation of the rights and interests of the investors in the covered bonds, including by at least supervising the ongoing and prudent management of the covered bond program during the resolution process.

§ 228. The Financial Supervisory Authority may set a deadline for the adoption of a decision on liquidation pursuant to § 217 in the Companies Act. If the deadline is exceeded, the Financial Supervisory Authority may decide that the financial business must enter liquidation.

Para. 2. A decision on the resolution of a financial business must be immediately notified to the Financial Supervisory Authority.

§§ 229-230 a. (Repealed)

Special rules on liquidation and bankruptcy
§ 231. A credit institution, mortgage credit institution, or investment management company is liquidated by one or more liquidators appointed by the Minister for Industry, Business and Financial Affairs. One of the liquidators must be a lawyer.

§ 232. The Financial Supervisory Authority may suspend a financial business's articles of association during the liquidation.

Para. 2. Accounts prepared in connection with liquidation must be submitted to the Financial Supervisory Authority.

§ 233. A petition for bankruptcy of a financial business that is under liquidation may only be submitted by the liquidators or the Financial Supervisory Authority.

§ 234. The Financial Supervisory Authority may submit a bankruptcy petition when a financial business becomes insolvent. The Financial Supervisory Authority's decision to submit a bankruptcy petition cannot be appealed pursuant to § 372.

Para. 2. Despite § 17, para. 2, of the Bankruptcy Act, credit institutions or mortgage credit institutions that do not fulfill their obligations regarding subordinated capital taken up as hybrid core capital or as supplementary capital instruments are not considered insolvent. The same applies to other financial businesses covered by this Act, if they do not fulfill their obligations regarding subordinated capital taken up as hybrid core capital or as liability loan capital.

Para. 3. After the bankruptcy decree is issued, the district court, after consultation with the Financial Supervisory Authority, appoints one or more trustees. One of the trustees must be a lawyer.

§ 234 a. (Repealed)

§ 235. The Financial Supervisory Authority has the right to participate in meetings of the creditors' committee and in bankruptcy assemblies. Draft final accounts and final distribution in the bankruptcy estate are submitted by the trustee to the Financial Supervisory Authority for comment before the trustee submits it to the district court.

§ 236. If a savings bank or a cooperative bank is declared bankrupt, the trustee notifies the Danish Business Authority and the Financial Supervisory Authority of the beginning and end of the bankruptcy.

§ 237. (Repealed)

Reconstruction proceedings
§ 238. The Financial Supervisory Authority may submit a petition for reconstruction proceedings of financial businesses when considerations of depositors', bondholders', investors', or policyholders' interests dictate this.

Para. 2. A petition for reconstruction proceedings pursuant to para. 1 is accompanied by the Financial Supervisory Authority's proposal for who should be appointed as the reconstructeur and trustee during the reconstruction proceedings, as well as a declaration from the relevant parties that they are willing to do so and meet the conditions in § 238 of the Bankruptcy Act.

§ 239. (Repealed)

§ 240. The provisions in this Act or in regulations issued pursuant to this Act regarding the powers of the Minister for Industry, Business and Financial Affairs and the Financial Supervisory Authority and the duties of financial businesses towards the Minister for Industry, Business and Financial Affairs and the Financial Supervisory Authority apply with the necessary adaptations to such businesses that are under reconstruction proceedings or dissolution.

§ 241. Chapter 14 of the Companies Act applies with the necessary adaptations to savings banks and cooperative banks.

§ 242. The Minister for Industry, Business and Financial Affairs establishes rules with a view to fulfilling EU legal rules on the resolution and liquidation of credit institutions and insurance companies.

§ 242 a. (Repealed)

§ 243. The Financial Supervisory Authority may, according to the procedures established in EU legal rules on this matter, prohibit a foreign credit institution, financing institution, or investment management company covered by § 30, para. 1, and § 31, para. 1, with its home in another country within the European Union or in a country with which the Union has concluded an agreement in the financial area, from conducting business in this country through a branch or by providing services in this country. The Financial Supervisory Authority may prohibit the businesses mentioned in the 1st sentence from conducting business as mentioned in the 1st sentence if the business has seriously or repeatedly violated provisions in this Act, regulations issued pursuant to the Act, or other legislation directed at the credit institution, financing institution, or investment management company, and it has not been possible to bring the violation to an end through orders or sanctions under this Act.

Chapter 15 a
Early Intervention
Special rules for credit institutions and mortgage credit institutions § 243 a. If a credit institution or a mortgage credit institution violates, or if it is highly probable that the business in the near future will violate, the requirements set out in this Act, regulations issued pursuant to the Act, or Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, Section II of Directive 2014/65/EU on markets in financial instruments, or Articles 3-7, 14-17, and 24-26 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments as a result of a significant or rapid deterioration of the business's financial situation, the Financial Supervisory Authority may order the business to take one or more of the measures in para. 2 and 3 within a deadline set by the Financial Supervisory Authority. The Financial Supervisory Authority may extend the deadline if deemed necessary.

Para. 2. The Financial Supervisory Authority may, cf. para. 1, order the business to

initiate or update its recovery plan, which is prepared in accordance with §§ 71 a and 71 b,
prepare and submit an action plan to the Financial Supervisory Authority,
convene the business's highest authority,
one or more members of the board of directors or management shall resign, cf. § 64,
prepare and submit a plan for negotiations on restructuring the business's debt,
change its business strategy,
change its legal or operational structure, and
contact potential buyers with a view to preparing a resolution of the business.

Para. 3. In convening the business's highest authority, cf. para. 2, no. 3, the Financial Supervisory Authority sets the agenda. The Companies Act's §§ 90 and 91 do not apply to convenings pursuant to the 1st sentence. If a business does not comply with an order pursuant to para. 2, no. 3, the Financial Supervisory Authority may, on behalf of the business, convene the business's highest authority and set the agenda for this. The Companies Act's §§ 89-91 and 93 do not apply to convenings pursuant to the 3rd sentence.

§ 243 b. The Financial Supervisory Authority may order one or more members of the board of directors or management in a credit institution, or a mortgage credit institution, to resign, if the business's financial situation deteriorates significantly or if there are one or more serious violations of the financial legislation.

Para. 2. The Financial Supervisory Authority may use para. 1 if the orders in § 243 a are not assessed as sufficient to restore the business's financial situation.

Para. 3. Appointment of a new management, board of directors, or members thereof must take place in accordance with this Act, regulations issued pursuant to the Act, the Companies Act, regulations issued pursuant to the Companies Act, and the business's articles of association.

Temporary Administrator
§ 243 c. The Financial Supervisory Authority may order a credit institution or a mortgage credit institution to appoint one or more temporary administrators, cf. para. 2 or 3, if the credit institution's or mortgage credit institution's financial situation deteriorates significantly or if there are one or more serious violations of the financial legislation and it is assessed that an order pursuant to § 243 b is not sufficient to restore the business's financial situation.

Para. 2. The Financial Supervisory Authority may, cf. para. 1, order the business to

the temporary administrator takes the place of the entire board of directors, or
the temporary administrator assists the board of directors in their work.

Para. 3. Provisions in this Act and the Companies Act regarding a business's board of directors apply with the necessary adaptations to a temporary administrator who takes the place of the board of directors, cf. para. 2, no. 1.

Para. 4. At the time of the appointment of a temporary administrator who takes the place of the entire board of directors, the board of directors resigns, and the temporary administrator is granted signing and representation rights in accordance with the Companies Act's § 135 and the business's articles of association.

Para. 5. No later than at the time of the order, cf. para. 1, the Financial Supervisory Authority must have established the detailed framework for the temporary administrator's work, including which decisions the temporary administrator must submit to the Financial Supervisory Authority for approval. Convening the business's highest authority always requires the Financial Supervisory Authority's prior approval. The Financial Supervisory Authority may continuously change the framework for the temporary administrator's work if the Authority deems it necessary to restore the business's financial situation. The Financial Supervisory Authority may decide that the temporary administrator must report to the Financial Supervisory Authority.

Para. 6. A temporary administrator is appointed for a period of up to 1 year. This period may be extended by the Financial Supervisory Authority in special cases. The Financial Supervisory Authority must justify an extension to the business's shareholders. A temporary administrator, cf. para. 2 and 3, may be dismissed by the Financial Supervisory Authority at any time. This Act's § 82 and the Companies Act's § 120 do not apply to a temporary administrator who takes the place of the entire board of directors, and the business's highest authority cannot dismiss a temporary administrator. The Companies Act's § 121, para. 1, does not apply to the temporary administrator who must give the Financial Supervisory Authority a warning of at least 2 months before a planned withdrawal.

Para. 7. The Financial Supervisory Authority ensures that the temporary administrator is impartial and possesses the necessary competencies to perform the task.

Para. 8. A temporary administrator who, in the performance of their duties, intentionally or grossly negligently causes loss to the business must compensate for this loss. The same applies when the damage is caused to shareholders or third parties. The Financial Supervisory Authority cannot be held liable for the temporary administrator's actions and omissions under the general rules of Danish law on compensation.

Para. 9. The provision in § 117 applies correspondingly to a temporary administrator.

Para. 10. The Financial Supervisory Authority may establish detailed rules regarding the temporary administrator.

§ 243 d. An order from the Financial Supervisory Authority pursuant to §§ 243 a-243 c does not in itself constitute a ground for satisfaction or insolvency proceedings as defined in § 5, no. 7, of the Capital Markets Act, provided that the business in question continues to fulfill the contract's essential material obligations, including payment and delivery obligations and requirements for collateral.

Para. 2. If the business in question continues to fulfill the contract's essential obligations, including payment and delivery obligations and requirements for collateral, an order pursuant to §§ 243 a-243 c or measures directly connected thereto will not in itself entitle the business's contractual partners to

terminate, suspend, change, net, or set off against the contract,
take possession of, exercise control over, or seek satisfaction in any asset belonging to the business, or
exercise influence on the business's contractual rights otherwise.

Para. 3. Para. 1 and 2 apply correspondingly to contracts entered into by a subsidiary, provided that the parent company or another business in the group guarantees or supports the subsidiary's obligations, and for contracts entered into by a group-affiliated business that contains provisions on cross-default.

Para. 4. Para. 1-3 apply correspondingly where an order corresponding to an order pursuant to §§ 243 a-243 c has been initiated in a country outside the European Union, with which the Union has not concluded an agreement in the financial area.

Chapter 16
Crisis Management
§ 244. The Minister for Industry, Business and Financial Affairs must establish a valuation board, cf. § 245, which in connection with a tax-free merger or transfer of assets between credit institutions as a result of a credit institution no longer meeting the requirements in Article 92, para. 1, and Articles 93 and 500 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions or being in imminent risk thereof, may set the tax value on the merger date of the loans and guarantees etc. in the non-performing credit institution. The board may similarly make a decision on the tax value of loans and guarantees etc. at the time of transfer in connection with a taxable transfer, where the transfer takes place as part of the resolution of a non-performing credit institution. The board may only make a decision upon request from one of the involved credit institutions.

§ 245. The valuation board must consist of 3 members. The Minister for Industry, Business and Financial Affairs appoints the board's members and substitutes in agreement with the Minister for Tax. The members and substitutes are appointed for 4 years.

Para. 2. The board's chairman must represent legal, economic, or accounting expertise, and the other members must have special expertise in the valuation of assets and liabilities.

Para. 3. The Minister for Industry, Business and Financial Affairs establishes detailed rules regarding payment for the board's decisions.

Para. 4. The board must make a decision no later than 5 days after the board has received a sufficient basis for a decision.

Para. 5. The board's decisions cannot be brought before a higher administrative authority and must be taken as the basis for the tax authorities' assessment.

Para. 6. The Minister for Industry, Business and Financial Affairs may, in agreement with the Minister for Tax, establish rules for the board's operations.

§ 245 a. A credit institution and a mortgage credit institution, as well as subsidiaries thereof, shall, upon request from the Financial Supervisory Authority or Financial Stability, submit the necessary statements and information to the Financial Supervisory Authority and Financial Stability

for use in an assessment of whether the undertaking is distressed or likely to become distressed, cf. § 224 a,
for use in the exercise of the powers in §§ 243 a-243 c or
for use in the exercise of the write-down and conversion power, cf. § 272.
Subsection 2. The statements and information mentioned in subsection 1 shall be submitted no later than 12 hours after the close of business. Balance sheets for mortgage credit institutions shall, however, be submitted no later than 24 hours after the close of business.
Subsection 3. A credit institution and a mortgage credit institution shall have effective processes and systems that ensure that the submission of information pursuant to subsection 1 can be done within the fixed deadlines in subsection 2, and that restructuring and resolution, cf. the Act on Restructuring and Resolution of Certain Financial Undertakings, can be carried out effectively. Subsection 4. The Financial Supervisory Authority may order a credit institution and a mortgage credit institution to draw up a register of financial contracts entered into by the undertaking. Subsection 5. Subsections 1-3 apply with the necessary adaptations to mixed holding companies, financial holding companies and financing institutions, if the financing institution is one subsidiary of a credit institution, a mortgage credit institution, a financial holding company, a mixed holding company or a credit institution that has been granted permission in a country within the European Union or in a country with which the Union has concluded an agreement in the financial field, and the financing institution is included in the supervision of the parent undertaking on a consolidated basis. The first sentence applies only to financial holding companies that have at least one subsidiary that is a credit institution or a mortgage credit institution. Subsection 6. The Financial Supervisory Authority may, after consulting Financial Stability, lay down detailed rules on which statements and information the undertaking must provide, including requirements for the register of financial contracts, and which measures and systems are necessary to ensure this, rules on measures and systems necessary to ensure effective implementation of restructuring and resolution, cf. the Act on Restructuring and Resolution of Certain Financial Undertakings, and derogations from subsections 1-3. § 245 b. Credit institutions, mortgage credit institutions, mixed holding companies and financial holding companies shall notify the Financial Supervisory Authority of the names and identification numbers (CVR numbers) of Danish undertakings that are financing institutions which are subsidiaries of the undertakings concerned and which are included in the Financial Supervisory Authority's consolidated supervision of the group. The first sentence applies only to financial holding companies that have at least one subsidiary that is a credit institution or a mortgage credit institution. Subsection 2. Subsection 1 applies mutatis mutandis to financing institutions located in Denmark that are subsidiaries of the undertakings referred to in subsection 1, but where the consolidated supervision of the group is located in another country within the European Union or in countries with which the Union has concluded an agreement in the financial field. § 245 c. The Financial Supervisory Authority shall assess whether a credit institution is able to repay a deposit, if it is established to the Financial Supervisory
Authority that the credit institution has not paid out a deposit directly connected with the credit institution's financial situation and which has become due for payment. Subsection 2. The assessment shall be carried out as soon as possible and no later than 5 working days after it has been established to the Financial Supervisory Authority that a deposit covered by subsection 1 has not been repaid. Subsection 3. The Financial Supervisory Authority shall immediately notify the Deposit Guarantee Fund if the Financial Supervisory Authority finds that a credit institution cannot repay a deposit for reasons directly connected with the credit institution's financial situation, and the credit institution has no immediate prospect of becoming able to repay the deposit. § 246. If a credit institution does not meet the capital requirement in § 124, subsections 3 and 8, and Article 92(1), Article 93 and Article 500 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, and if the Financial Supervisory Authority has set a deadline for the restoration of capital, cf. § 225, subsection 1, the board of directors may summon the credit institution's highest authority with 3 days' notice to decide on necessary measures to comply with the requirements of the Act pursuant to § 124, subsections 3 and 8, and Article 92(1), Article 93 and Article 500 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions. For credit institutions that are limited liability companies and whose shares are admitted to trading on a regulated market, the summons shall, regardless of the provisions of the articles of association, be given with a notice of at least 3 weeks. Subsection 2. In the situation mentioned in subsection 1, the board of directors of the credit institution may transfer the credit institution's business wholly or partially to another credit institution, cf. however § 204, subsection 1, regarding the Minister for Industry, Business and Financial Affairs' approval. The agreement on the transfer shall be conditional upon this approval. The board of directors shall simultaneously summon the credit institution's highest authority, cf. subsection 1. The board of directors shall report on the credit institution's situation and the agreement concluded at the general meeting or, in savings banks, at the meeting of the board of representatives. If a decision is taken at the general meeting or, in savings banks, at the meeting of the board of representatives on other measures that imply that the credit institution meets the capital requirement in § 124, subsections 3 and 8, and Article 92(1), Article 93 and Article 500 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, or on liquidation on terms that the Financial Supervisory Authority can approve, the
agreement on transfer mentioned in the second sentence of the first paragraph shall be annulled. Subsection 3. The summons shall be sent to all known shareholders, members of the board of representatives in savings banks, or members of the board of representatives in savings banks. At the same time, there shall be a public summons in accordance with § 67. Subsection 4. No later than 24 hours before the holding of the general meeting or the meeting of the board of representatives in savings banks, the agenda and the complete proposals shall be made available for inspection by the shareholders, members, or members of the board of representatives in savings banks at the credit institution's head office. For summons to a general meeting in credit institutions that are limited liability companies and whose shares are admitted to trading on a regulated market, cf. subsection 1, second sentence, §§ 95-98 of the Companies Act shall apply. Subsection 5. A decision on measures pursuant to subsection 1 can always be taken with two-thirds of the represented capital, regardless of §§ 106 and 107 of the Companies Act. If half of the share capital is represented at the general meeting, a decision on measures can be taken with a simple majority. In savings banks and cooperative banks, where the cooperative bank has statutory voting restrictions or corresponding articles of association voting restrictions, a decision on measures pursuant to subsection 1 can always be taken with two-thirds of those present, in savings banks members of the board of representatives and in cooperative banks members. Subsection 6. The procedures mentioned in subsections 1-5 apply regardless of the provisions of the articles of association. § 247. If the credit institution has lost its equity capital, or is insolvent, or is expected to become insolvent, the board of directors may transfer the credit institution's business wholly or partially to another credit institution, cf. however § 204, subsection 1, regarding the Minister for Industry, Business and Financial Affairs' approval. Subsection 2. The board of directors shall simultaneously invite shareholders, members, or members of the board of representatives in savings banks to an informative meeting regarding the disposition. This meeting shall be held no later than 8 days after the decision, and the necessary costs thereof shall be borne by the acquiring credit institution, which has the right to participate in the meeting. Subsection 3. The procedures mentioned in subsections 1 and 2 apply regardless of the provisions of the articles of association. § 247 a. If the Financial Supervisory Authority withdraws a credit institution's permission pursuant to § 224, subsection 1, no. 1 or 2, submits a petition for bankruptcy pursuant to § 234, subsection 1, or if the credit institution is declared bankrupt upon petition by others, the Financial Supervisory Authority shall decide that the credit institution's repayment to holders of
special covered bonds issued by the credit institution shall be placed under administration. The Financial Supervisory Authority may also, in situations covered by § 224, subsection 3, no. 1, decide that the credit institution's repayment to holders of special covered bonds issued by the credit institution shall be placed under administration. The Financial Supervisory Authority simultaneously appoints an administrator to jointly with any co-administrators manage the administration of the repayment to holders of special covered bonds. Subsection 2. When a credit institution's repayment to holders of special covered bonds issued by the credit institution is placed under administration, the Financial Supervisory Authority shall ensure that the decisions on the initiation of administration and the appointment of the administrator are registered or otherwise published in the Danish Business Authority. The administration estate shall furthermore notify borrowers that future payments regarding the individual borrower's services on the loan can only be made to the administration estate with releasing effect. Subsection 3. The administration estate is an independent legal person. Subsection 4. The administrator shall meet the eligibility requirements corresponding to the requirements for trustees etc. in § 238, subsections 1 and 2 of the Bankruptcy Act. The administrator and any co-administrators may not be the same person as the trustee in a bankruptcy estate of the credit institution. The administrator and any co-administrators may not be employed in the same company as the trustee. Subsection 5. The administrator may appoint one or more co-administrators with insight into matters that are relevant for the administration. Subsection 6. Remuneration for the administrators and other expenses in connection with the administration shall be paid by the administration estate. The size of the remuneration is determined after negotiation with the Financial Supervisory Authority. Subsection 7. The administration estate is subject to the supervision of the Financial Supervisory Authority. § 152 h, no. 4 and 6, shall apply to the administration estate. Subsection 8. The provisions of this Act on the powers of the Minister for Industry, Business and Financial Affairs and the Financial Supervisory Authority and the duties of financial undertakings towards the Minister for Industry, Business and Financial Affairs and the Financial Supervisory Authority shall apply with the necessary adaptations to the administration estate. Subsection 9. If the administrator and any co-administrators do not already have liability insurance that can be considered sufficient to cover the administration estate's liability for errors and omissions during the administration of the estate, the administrator shall immediately after appointment take out such insurance. Subsection 10. The administrator shall immediately after appointment by taking out usual surety insurance or in another
similar manner secure the estate against loss. The size of the security shall at all times correspond to 1 pct of the value of the assets, however maximum 100 million DKK. In the period until an assessment of the value of the registered assets has been made pursuant to § 247 b, subsection 3, the security shall be calculated based on an estimated value by the administrator. The expense for surety insurance shall be borne as an estate expense. § 247 b. At the beginning of the administration, the registered assets, cf. § 152 g, subsection 1, shall immediately be handed over to the administration estate. The administration estate, through the administrator, shall be entitled to dispose of these assets. As far as fund assets are concerned, this shall be registered in a securities central, as far as rights to real estate are concerned, this shall be registered in the land register, and as far as ships are concerned, this shall be registered in a ship register. Subsection 2. If a credit institution is declared bankrupt, the trustee shall immediately hand over the assets mentioned in subsection 1 to the administrator. Subsection 3. The administrator shall have the registered assets valued in accordance with rules laid down pursuant to § 152 h, no. 2. Subsection 4. The credit institution continues to be liable for there being the necessary assets in the register, despite this being placed under administration. If it is established during the assessment pursuant to subsection 3 that the value of the registered assets does not correspond to the value of the bonds, financial instruments and loans pursuant to § 152 b, subsection 1, for which the assets lie as security, the administrator shall bring a claim against the credit institution for fulfillment of the register, such that the value of the assets corresponds to the value of bonds, financial instruments and loans. Correspondingly, the administrator shall bring a claim against the credit institution for fulfillment of the register if it is established at a time during the administration that there is under-coverage in the register. If the administrator transfers the whole or part of the register, the buyer cannot bring new claims against the credit institution if further under-coverage arises after the transfer. If only parts of the register are transferred, the credit institution continues to be liable for any under-coverage in the remaining part of the register. If the credit institution is declared bankrupt, the provisions of § 247 d shall apply. Subsection 5. If it is established during the assessment of the registered assets that the administration estate is insolvent, the administrator shall submit a petition for bankruptcy. The administrator shall also submit a petition for bankruptcy if the administrator subsequently establishes that the administration estate is insolvent. The administration estate is insolvent if it cannot meet its obligations as they fall due, unless the illiquidity is assumed
to be merely temporary. Subsection 6. The administration estate cannot be terminated before the estate's obligations pursuant to § 247 a and the registered assets covered by this paragraph are transferred, cf. § 247 g, a petition for bankruptcy has been submitted and the bankruptcy proceedings are concluded, or all the bonds for which the assets in the register lie as security are redeemed, and the financial instruments are liquidated. If there are surplus funds in the estate at the termination, these shall be returned to the credit institution or the credit institution under bankruptcy, cf. § 247 d, subsection 4. Subsection 7. If a credit institution is declared bankrupt after the administration has begun, the bankruptcy shall have no effect on the administration estate. Subsection 8. The administrator shall manage the assets received from the credit institution and may, at the credit institution, possibly with the help of the bailiff, demand that all material necessary for the administration be handed over. § 247 c. If a credit institution is declared bankrupt, or if a credit institution does not comply with the obligation to provide supplementary security pursuant to § 152 a, subsection 2, this cannot be asserted by the holders of the special covered bonds or by lenders pursuant to § 152 b, subsection 1, as a reason for early redemption of payment obligations. It does not nor deprive borrowers, if loans have been granted on the basis of the special covered bonds, of their possible right to make full or partial redemption of the loan in accordance with the redemption terms that apply to the loan. § 247 d. If a credit institution is declared bankrupt, the assets in the register, including financial instruments, calculated after deduction of expenses for the administrator, shall be used to pay claims from the holders of the special covered bonds and counterparties on the financial instruments, for which the registered assets and agreements lie as a basis. Thereafter, loans that the credit institution has taken up pursuant to § 152 b, subsection 1, shall be covered. Surplus funds shall enter the bankruptcy estate, cf. § 32 in the Bankruptcy Act. Subsection 2. The individual holders of special covered bonds, counterparties on the financial instruments and lenders pursuant to § 152 b, subsection 1, cannot assert claims against the estate. On the other hand, the administrator on behalf of the administration estate may register claims against the estate for what, after assessment, is missing to satisfy the holders of the special covered bonds, counterparties on the financial instruments and lenders pursuant to § 152 b, and claims on the interest that has accrued on the aforementioned claims from the delivery of the bankruptcy decree, so that the bondholders, counterparties on the financial instruments and lenders pursuant to § 152 b can be satisfied. Subsection 3. If the funds in the register are insufficient to satisfy the holders of the special
covered bonds and counterparties on the registered financial instruments and to cover debt that the credit institution has taken up pursuant to § 152 b, subsection 1, the administrator may, upon termination of the administration estate, register uncovered remaining claims in the credit institution's bankruptcy estate as simple claims. Subsection 4. Any surplus funds in a register cannot be transferred to other registers, but shall be transferred to the bankruptcy estate. Subsection 5. Set-off from a creditor as referred to in § 42 of the Bankruptcy Act cannot take place to satisfy a claim that belongs to the credit institution and concerns loans taken up on the basis of special covered bonds issued by the credit institution. § 247 e. The proceeds from loans that credit institutions have taken up pursuant to § 152 b, subsection 1, and which do not enter a register, shall in the event of the credit institution's bankruptcy serve to cover holders of the special covered bonds and counterparties on the financial instruments in the register to which the loans were taken up. Any surplus funds shall be paid out to the lender. § 247 f. Holders of bonds that have lost the designation special covered bonds, cf. § 152 a, subsection 5, first sentence, and counterparties on the registered agreements on financial instruments, for which the registered assets and agreements lie as a basis, retain the bankruptcy law status that is assigned to holders of special covered bonds and financial counterparties, cf. § 247 d, subsection 1, first sentence. Correspondingly, loans that the credit institution has taken up pursuant to § 152 b, subsection 1, apply. Subsection 2. Any remaining claims shall be registered by the administrator in the credit institution's bankruptcy estate as simple claims. Subsection 3. The provisions of § 152 a, subsection 1, first sentence, §§ 152 b-152 h and §§ 247 a-247 e shall apply correspondingly to bonds that have lost the designation special covered bonds, cf. § 152 a, subsection 5, and financial instruments linked thereto. § 247 g. The administrator shall, after the registered assets have been valued, cf. § 247 b, subsection 3, work for the estate's obligations pursuant to § 247 a and registered assets covered by § 247 b to be transferred to a credit institution that has been granted permission in a country within the European Union or in a country with which the Union has concluded an agreement in the financial field, and which has permission to issue special

November 2025. 76 No. 1390.

covered bonds as defined in Annex VI, Part 1, points 68-71, of the Directive on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

Subsection 2. If the administrator cannot transfer the estate's obligations under Section 247 a and the registered assets covered by Section 247 b, the administrator shall continue to operate the administration estate in accordance with the terms of Section 247 h, unless the conditions for filing a petition for bankruptcy are met, cf. Section 247 b, subsection 5. The administrator must, however, continue to work towards a transfer in accordance with subsection 1.

Subsection 3. The transfer of the entire or part of the estate's obligations under Section 247 a and registered assets covered by Section 247 b to another credit institution, cf. subsection 1, must be approved by the Minister for Business Affairs. This does not apply, however, if only individual assets are sold off under Section 247 h, subsection 3.

Subsection 4. Unless the Minister for Business Affairs, on the basis of the available grounds, finds that the transfer should not be approved, the Financial Supervisory Authority must publish a statement regarding the intended transfer in the Official Gazette and in nationwide newspapers. The statement must include a call for the affected bondholders to notify the Financial Supervisory Authority in writing of any objections to the transfer within a deadline set by the Financial Supervisory Authority, which must not be less than 1 month. The administrator must simultaneously send notice of the intended transfer and the statement to the bondholders whose addresses are known to the administrator.

Subsection 5. After the expiry of the deadline in subsection 4, the Minister for Business Affairs, taking into account the objections raised, shall make a decision on whether the register can be transferred in accordance with the proposal submitted.

Subsection 6. The transfer cannot be invoked by the owners of the special covered bonds as a reason for early repayment of payment obligations.

Section 247 h. The administrator may issue bonds for refinancing special covered bonds that are maturing. The bonds are named refinancing bonds and must not be named special covered bonds. The refinancing bonds obtain security in the asset mass of the administration estate in the same way as the special covered bonds they replace. The administrator may not issue refinancing bonds if, after the issuance, it is not expected that there will be sufficient funds in the estate to pay interest and principal to holders of special covered bonds, any refinancing bonds, and counterparties on financial instruments. The administrator may also enter into agreements on financial instruments for risk hedging purposes.

Subsection 2. The administrator may take out short-term loans to cover temporary liquidity shortfalls in the administration estate arising from a lack of temporal coincidence between payments to the estate from borrowers and payments from the estate to bondholders. The proceeds from such loans may only be used to pay interest and principal to the owners of the special covered bonds and any refinancing bonds.

Subsection 3. The administrator may sell assets from the estate to cover temporary liquidity shortfalls in the administration estate arising from a lack of temporal coincidence between payments to the estate from borrowers and payments from the estate to bondholders. The sale of assets may only take place to a limited extent and at a minimum price set in advance.

Subsection 4. If the administrator finds that the possibilities in subsections 1-3 are insufficient and full timely repayment to the holders of special covered bonds cannot be made, the administrator must postpone the maturity date of the special covered bonds in accordance with Section 152 b, subsections 4-6.

Section 247 i. If the administration estate is placed under bankruptcy proceedings, the estate is processed in accordance with the rules of the Bankruptcy Act, cf. however subsection 2.

Subsection 2. The assets in the administration estate, including financial instruments, calculated after deduction of expenses for the administrator, are used in equal proportion to pay claims from the holders of the special covered bonds, counterparties on the financial instruments on which the registered assets and agreements are based, holders of any refinancing bonds issued by the administrator pursuant to Section 247 h, subsection 1, and to cover loans that the administration estate has taken out pursuant to Section 247 h, subsection 2. Excess funds form part of the bankruptcy estate, cf. Section 32 of the Bankruptcy Act.

Sections 248-258. (Repealed)

Chapter 17
Resolution Planning
Resolution Plans

Section 259. The Financial Supervisory Authority must prepare, adopt and maintain a resolution plan for a credit institution and a mortgage credit institution, cf. however Section 260. The resolution plan is adopted by the Financial Supervisory Authority on the recommendation of Financial Stability. The resolution plan must

contain the resolution measures that are assessed to be usable in the event of the undertaking's resolution, cf. Section 12 of the Act on Restructuring and Resolution of Certain Financial Undertakings,
take into account relevant scenarios, including that the failure of an undertaking may be due to specific circumstances in the undertaking or be a consequence of a period of general financial instability, including events affecting the entire financial system,
contain an analysis of how and when an undertaking under the conditions set out in the plan can request the use of central bank facilities and identify the assets that are expected to be regarded as collateral, and
contain models for how the resolution tools and powers referred to in the Act on Restructuring and Resolution of Certain Financial Undertakings can be used on the undertaking.

Subsection 2. The resolution plan for mortgage credit institutions must not assume the use of bail-in, cf. Section 2, no. 4, of the Act on Restructuring and Resolution of Certain Financial Undertakings.

Subsection 3. The Financial Supervisory Authority may prepare, adopt and maintain a simplified resolution plan. The simplified resolution plan is adopted by the Financial Supervisory Authority on the recommendation of Financial Stability.

Subsection 4. The Financial Supervisory Authority must maintain the resolution plan, cf. subsections 1 and 3, at least once a year. The resolution plan is adopted by the Financial Supervisory Authority on the recommendation of Financial Stability. The Financial Supervisory Authority may decide to deviate from the requirement to maintain the resolution plan at least once a year.

Subsection 5. The Financial Supervisory Authority must maintain the resolution plan regardless of subsection 4 when changes have occurred in the undertaking in question, including changes in the undertaking's legal or organizational structure, business activities or economic circumstances, which necessitate a change in the undertaking's resolution plan. The resolution plan is adopted by the Financial Supervisory Authority on the recommendation of Financial Stability.

Subsection 6. The Financial Supervisory Authority may, after consulting Financial Stability, grant a derogation to a credit institution affiliated with a central body and which is wholly or partially exempt from the supervisory requirements in accordance with Article 10 of the Regulation of the European Parliament and of the Council on supervisory requirements for credit institutions and investment firms. In such cases, the Financial Supervisory Authority must apply Section 260, subsection 1, on a consolidated basis to a central body and its affiliated institutions as defined in Article 10 of the Regulation of the European Parliament and of the Council on supervisory requirements for credit institutions and investment firms. For the purpose of applying the second sentence, a group shall be understood as a central body and its affiliated institutions in accordance with Article 10 of the Regulation of the European Parliament and of the Council on supervisory requirements for credit institutions and investment firms and their subsidiaries, and a parent undertaking or an undertaking subject to supervision on a consolidated basis shall be understood as the central body.

Subsection 7. In preparing and maintaining a resolution plan pursuant to subsection 1 for a systemically important financial institution and a global systemically important financial institution, cf. Sections 308 and 310, the Financial Supervisory Authority must consult Danmarks Nationalbank on the content of the resolution plan.

Subsection 8. The Financial Supervisory Authority and Financial Stability must consult any resolution authorities in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial field, where significant branches are located, on the resolution plan.

Subsection 9. The Financial Supervisory Authority must forward the final resolution plan to Financial Stability after its adoption in accordance with subsection 1. For institutions covered by subsection 7, the resolution plan must also be forwarded to Danmarks Nationalbank.

Subsection 10. The Minister for Business Affairs may lay down further rules on the preparation, content and maintenance of resolution plans and the division of work between the Financial Supervisory Authority and Financial Stability.

Section 259 a. A credit institution, a mortgage credit institution or a securities brokerage company I, for which a resolution plan has been prepared in accordance with Section 259, subsection 1, must immediately inform the Financial Supervisory Authority of significant changes in the undertaking in question, including changes in the undertaking's legal or organizational structure, business activities or economic circumstances.

Section 260. The Financial Supervisory Authority must prepare, adopt and maintain a group resolution plan for groups where the ultimate parent undertaking is in Denmark and where the parent undertaking is a credit institution, a mortgage credit institution, a mixed holding company or a financial holding company. The group resolution plans are adopted by the Financial Supervisory Authority on the recommendation of Financial Stability and in cooperation with the resolution authorities for the subsidiaries and after consulting any resolution authorities and competent authorities in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial field, where significant branches are located. The first sentence only applies to financial holding companies that have at least one subsidiary that is a credit institution or a mortgage credit institution.

Subsection 2. A group resolution plan must contain concrete measures for the resolution of the group as a whole and the resolution of the undertakings and branches included in the group. The group resolution plan must specify the resolution units and resolution groups in the group in question. An intermediate financial holding company that directly or indirectly owns subsidiaries of a mixed holding company is a resolution unit.

Subsection 3. The group resolution plan must be prepared in such a way that it does not result in a negative and disproportionately large impact on a country within the European Union or on a country with which the Union has concluded an agreement in the financial field upon its implementation.

Subsection 4. Section 259 applies mutatis mutandis to group resolution plans.

Subsection 5. The Financial Supervisory Authority must forward information received for the preparation of the group resolution plan to

the European Banking Authority,
Financial Stability,
the resolution authorities for the subsidiaries,
the resolution authorities in the countries where significant branches are located,
the relevant competent authorities, cf. Articles 115 and 116 of Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and on the prudential supervision of credit institutions and investment firms, and
the resolution authorities in other countries within the European Union or in countries with which the Union has concluded an agreement in the financial field, where a financial holding company or a mixed holding company is established.

Subsection 6. The Financial Supervisory Authority and Financial Stability, together with the resolution authorities for the subsidiaries, assess whether the group resolution plan meets the requirements set out in subsections 2-4 with a view to reaching a joint decision on the group resolution plan within 4 months after the Financial Supervisory Authority has forwarded the information as mentioned in subsection 5.

Subsection 7. The Financial Supervisory Authority must make a decision on the group resolution plan no later than 4 months after the Financial Supervisory Authority has forwarded information pursuant to subsection 5, if the Financial Supervisory Authority and the resolution authorities for the subsidiaries have not reached a joint decision, cf. subsection 6. The Financial Supervisory Authority must inform the parent undertaking and the resolution authorities for the subsidiaries of the decision. If the resolution authority for a subsidiary has referred the matter to the European Banking Authority before the expiry of the 4-month period, the Financial Supervisory Authority must postpone its decision until the decision from the European Banking Authority is available. The Financial Supervisory Authority must then make a decision in accordance with the decision from the European Banking Authority. If the European Banking Authority has not made a decision no later than 1 month after the matter was referred, the Financial Supervisory Authority must make a decision on the group resolution plan.

Subsection 8. The Minister for Business Affairs may lay down further rules on the preparation, content and maintenance of group resolution plans and the division of work between the Financial Supervisory Authority and Financial Stability.

Section 260 a. The Financial Supervisory Authority prepares, adopts and maintains a resolution plan, cf. Section 259, subsection 1, if the Financial Supervisory Authority and Financial Stability disagree on the proposal for a group resolution plan from the group resolution authority, and if the group resolution authority and the resolution authorities for the subsidiaries have not reached a joint decision on the group resolution plan no later than 4 months after the group resolution authority has forwarded information received for the preparation of the group resolution plan. The first sentence applies when the Financial Supervisory Authority and Financial Stability are the resolution authority for a subsidiary in a group where the ultimate parent undertaking is in another country within the European Union or in a country with which the Union has concluded an agreement in the financial field.

Subsection 2. The Financial Supervisory Authority must inform the other members of the resolution college that the Financial Supervisory Authority has adopted a resolution plan in accordance with subsection 1.

Subsection 3. If a resolution authority has referred the matter to the European Banking Authority before the expiry of the 4-month period, the Financial Supervisory Authority must postpone its decision pursuant to subsection 1 until the decision from the European Banking Authority is available. The Financial Supervisory Authority must then make a decision in accordance with the decision from the European Banking Authority. If the European Banking Authority has not made a decision no later than 1 month after the matter was referred, the Financial Supervisory Authority must make a decision on the resolution plan.

Section 261. The Financial Supervisory Authority may order an undertaking or a parent undertaking to assist in the preparation and maintenance of the undertaking's or group's resolution plan, cf. Sections 259 and 260, including ordering the undertaking or parent undertaking to submit all relevant information.

Section 261 a. The Financial Supervisory Authority may lay down further rules on the requirement for a credit institution and a mortgage credit institution to prepare a register of financial contracts entered into by the undertaking.

Assessment of Resolution Possibilities

Section 262. The Financial Supervisory Authority and Financial Stability assess, in connection with the preparation of the resolution plan, cf. Section 259, whether there are significant obstacles to the resolution of an undertaking.

Subsection 2. For a systemically important financial institution and a global systemically important financial institution, cf. Sections 308 and 310, the Financial Supervisory Authority must consult Danmarks Nationalbank on the assessment made by the Financial Supervisory Authority and Financial Stability pursuant to subsection 1.

Subsection 3. The Financial Supervisory Authority and Financial Stability must consult any resolution authorities in other countries within the European Union or countries with which the Union has concluded an agreement in the financial field, where significant branches are located, on the resolution plan.

Section 263. The Financial Supervisory Authority and Financial Stability assess, in connection with the preparation of the group resolution plan, cf. Section 260, whether there are significant obstacles to the resolution of a group.

Subsection 2. If the group includes a systemically important financial institution or a global systemically important financial institution, cf. Sections 308 or 310, Danmarks Nationalbank must be consulted on the assessment pursuant to subsection 1.

Subsection 3. The assessment pursuant to subsection 1 must be carried out in cooperation with the resolution authorities for the subsidiaries and after consulting the competent authorities for the subsidiaries and the resolution authorities in the countries where significant branches are located, if relevant for the branch in question.

Power to Remedy and Remove Obstacles to Resolution

Section 264. If the Financial Supervisory Authority and Financial Stability, in the assessment of the resolution possibilities for an undertaking, cf. Section 262, find that there are significant obstacles to the resolution of the undertaking in question, the Financial Supervisory Authority must notify the undertaking and any resolution authorities in other countries within the European Union or countries with which the Union has concluded an agreement in the financial field, where significant branches are located, in writing thereof.

Subsection 2. The undertaking must, no later than 4 months after receiving a notification in accordance with subsection 1, cf. however subsection 3, submit to the Financial Supervisory Authority proposals for possible measures with a view to remedying or removing the significant resolution obstacles resulting from the notification.

Subsection 3. The undertaking must submit to the Financial Supervisory Authority proposals for possible measures and a timetable for the implementation of these measures no later than 2 weeks after the undertaking has received a notification in accordance with subsection 1, with a view to remedying or removing the significant resolution obstacle in cases where the resolution obstacle is due to

the undertaking being in a situation covered by Section 269 a, subsection 1,
the undertaking not meeting the requirement for write-down eligible liabilities, cf. Section 266, or
the undertaking, if it is a global systemically important financial institution (G-SIFI) or part of a G-SIFI, not meeting the requirement for write-down eligible liabilities,

jf. artikel 92 a, jf. artikel 494 i Europa-Parlamentets og Rådets forordning (EU) nr. 575/2013 om tilsynsmæssige krav til kreditinstitutter.

Stk. 4. Finanstilsynet and Finansiel Stabilitet assess whether the company's proposals for possible measures in accordance with subsections 2 and 3 effectively remedy or remove the significant resolution obstacles. If Finanstilsynet and Finansiel Stabilitet assess that the company's proposals effectively remedy or remove the significant resolution obstacles, the proposal will be binding on the company.

Stk. 5. If Finanstilsynet and Finansiel Stabilitet assess that the measures proposed by a company in accordance with subsection 2 or 3 do not effectively remedy or remove the significant resolution obstacles, Finanstilsynet may:

order the company to review agreements on intra-group financial support or to reconsider the absence thereof and to draw up intra-group service agreements or service agreements with third parties to cover critical functions,
order the company to limit its maximum single and total exposures,
in specific cases or on a regular basis by order, require additional information that is relevant in connection with resolution,
order the company to dispose of certain assets,
order the company to limit or cease existing or planned activities,
limit or prevent the development of new or existing business areas or the sale of new or existing products,
order that the company or a subsidiary that the company controls either directly or indirectly be simplified through changes to its legal or operational structure to ensure that critical functions can be separated legally and operationally from other functions by the use of resolution tools,
order the company to establish a financial holding company,
order the company to submit a plan for meeting the requirement for own funds and eligible liabilities and the combined capital buffer requirement,
order the company to issue own funds and eligible liabilities to meet the requirements in § 266,
order the company to take other measures to comply with the requirement for own funds and eligible liabilities in accordance with § 266,
order the company to change the maturity profile of
a) capital instruments and b) bail-inable liabilities or
order the mixed holding company to establish a separate financial holding company to take over the management of the company, if this is necessary to facilitate resolution and to avoid that the use of the resolution tools and powers that follow from chapter 4 of the Act on Restructuring and Resolution of Certain Financial Companies has negative consequences for the non-financial part of the group.

Stk. 6. The company must, within 1 month after notification of the order in accordance with subsection 5, submit a plan for compliance with it to Finanstilsynet.

Stk. 7. The requirement for Finanstilsynet and Finansiel Stabilitet to draw up resolution plans is suspended as a result of the notification referred to in subsection 1, until the measures, cf. subsections 2 and 3, or the orders, cf. subsection 5, have been implemented.

Stk. 8. The Minister for Business Affairs may set further rules on the orders listed in subsection 5 and the use thereof.

§ 264 a. If Finanstilsynet, after hearing Finansiel Stabilitet, establishes that there are obstacles to the resolution of a company as a result of other credit institutions or mortgage credit institutions holding bail-inable liabilities in the company, Finanstilsynet must order the credit institution or mortgage credit institution to limit its maximum single and total exposures in the company.

Stk. 2. Subsection 1 does not apply in cases where the credit institution or mortgage credit institution is part of the same resolution group as the company.

§ 265. If Finanstilsynet and Finansiel Stabilitet, in an assessment of the resolution options for a group, cf. § 263, establish that there are significant obstacles to the resolution of the group in question, Finanstilsynet must, following a proposal from Finansiel Stabilitet, in cooperation with the European Banking Authority and after hearing the competent authorities, draw up and submit a report to

the parent company,
Finansiel Stabilitet,
the resolution authorities of the subsidiaries and
the resolution authorities in the countries where significant branches are located, if this is relevant for the branch in question.

Stk. 2. § 264 applies mutatis mutandis to groups.

Stk. 3. The report in accordance with subsection 1 must

analyse significant obstacles to the effective use of resolution tools and the exercise of resolution powers in relation to the group and its resolution groups, cf. chapter 4 of the Act on Restructuring and Resolution of Certain Financial Companies,
contain considerations about the consequences for the company's business model and
recommend proportionate and targeted orders, which in Finanstilsynet's assessment are necessary or suitable to remedy or remove the obstacles in question.

Stk. 4. The parent company may, no later than 4 months after receiving the report drawn up in accordance with subsection 1, submit comments and proposals for alternative changes or orders to remedy or remove the obstacles identified in the report from Finanstilsynet to Finanstilsynet. Finanstilsynet communicates the parent company's comments and proposals to Finansiel Stabilitet, the European Banking Authority and the authorities mentioned in subsection 1, nos. 3 and 4.

Stk. 5. Finanstilsynet, together with Finansiel Stabilitet, reviews the parent company's comments and proposals given in accordance with subsection 4, first sentence, with the resolution authorities of the subsidiaries to reach a joint decision on the use of orders under § 264, subsection 5. The joint decision must be available no later than 4 months after Finanstilsynet has received comments from the parent company. If Finanstilsynet has not received comments from the parent company, the joint decision must be available no later than 1 month after the expiry of the deadline in subsection 4, first sentence.

Stk. 6. Finanstilsynet makes a decision on the use of orders if Finanstilsynet and the resolution authorities of the subsidiaries have not reached a joint decision within the deadlines in subsection 5. Finanstilsynet notifies the parent company and the resolution authorities of the subsidiaries of this decision. If a resolution authority of a subsidiary has referred the case to the European Banking Authority before the expiry of the deadlines, Finanstilsynet must postpone its decision until the decision from the European Banking Authority is available. Finanstilsynet must then make a decision in accordance with the decision from the European Banking Authority. If the European Banking Authority has not made a decision no later than 1 month after the case was referred, Finanstilsynet makes a decision on which orders shall apply.

Stk. 7. The parent company must, within 1 month after receiving a decision, cf. subsection 5 or 6, submit a plan for compliance with the orders.

Stk. 8. The Minister for Business Affairs may set further rules on the use of the orders listed in § 264, subsection 5, for groups.

§ 265 a. If Finanstilsynet and Finansiel Stabilitet establish that there is a significant resolution obstacle for a group, cf. § 265, as a result of a group entity being in one of the situations covered by § 264, subsection 3, nos. 1-3, Finanstilsynet must notify the parent company of its assessment after hearing the resolution authority of the resolution entity and the resolution authorities of the subsidiaries.

Stk. 2. The parent company must submit proposals for possible measures and a timetable for the implementation of these measures to Finanstilsynet no later than 2 weeks after receiving a notification in accordance with subsection 1, with a view to ensuring that the group entity complies with the requirement for own funds and eligible liabilities, cf. § 266, and, where applicable, the combined capital buffer requirement, cf. § 125 a. Finanstilsynet communicates the parent company's proposals to the European Banking Authority and the authorities mentioned in § 265, subsection 1, nos. 3 and 4.

Stk. 3. Finanstilsynet and Finansiel Stabilitet assess whether the parent company's proposals in accordance with subsection 2 effectively remedy or remove the resolution obstacle in question.

Stk. 4. Finanstilsynet, together with Finansiel Stabilitet, reviews the parent company's proposals in accordance with subsection 2 with the resolution authorities of the subsidiaries to reach a joint decision on the use of orders, cf. § 264, subsection 5. This must take place no later than 2 weeks after Finanstilsynet has received the parent company's proposals and timetable.

Stk. 5. Finanstilsynet makes a decision on the use of orders, cf. § 264, subsection 5, if Finanstilsynet and the resolution authorities of the subsidiaries have not reached a joint decision within the deadline, cf. subsection 4. Finanstilsynet notifies the group's parent company and the resolution authorities of the subsidiaries of this decision. If one of the resolution authorities of the subsidiaries has referred the case to the European Banking Authority before the expiry of the deadline in subsection 4, Finanstilsynet must postpone its decision until the decision from the European Banking Authority is available, and then make a decision in accordance with the decision from the European Banking Authority. If the European Banking Authority has not made a decision no later than 1 month after the case was referred, Finanstilsynet makes a decision on which orders shall apply.

§ 265 b. Finanstilsynet makes a decision on the use of orders, cf. § 264, subsection 5, when Finanstilsynet and Finansiel Stabilitet are the resolution authority for a resolution entity in a group, where the ultimate parent company is in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector, and if the group resolution authority and the resolution authorities of the subsidiaries have not reached a joint decision within the deadline mentioned in § 265, subsection 5, or the deadline mentioned in § 265 a, subsection 4, if the obstacle to resolution is due to one of the situations covered by § 264, subsection 3, nos. 1-3. Finanstilsynet notifies the resolution entity and the group resolution authority of the decision.

Stk. 2. If a resolution authority has referred a case covered by subsection 1 to the European Banking Authority, Finanstilsynet postpones its decision until the decision from the European Banking Authority is available. Finanstilsynet then makes a decision in accordance with the decision from the European Banking Authority. If the European Banking Authority has not made a decision no later than 1 month after the case was referred, Finanstilsynet makes a decision on which orders shall apply.

§ 265 c. Finanstilsynet makes a decision on which measures shall be ordered, cf. § 264, subsection 5, when Finanstilsynet and Finansiel Stabilitet are the resolution authority for a subsidiary that is not a resolution entity, in a group, where the ultimate parent company is in another country within the European Union or in a country with which the Union has concluded an agreement in the financial sector, and if the group resolution authority and the resolution authorities of the subsidiaries have not reached a joint decision within the deadline mentioned in § 265, subsection 5, or the deadline mentioned in § 265 a, subsection 4, if the obstacle to resolution is due to one of the situations covered by § 264, subsection 3, nos. 1-3. Finanstilsynet notifies the subsidiary, the resolution entity, the resolution authority for the resolution entity in question and the group resolution authority.

Requirement for own funds and eligible liabilities

§ 266. Credit institutions must at all times meet a minimum requirement for own funds and eligible liabilities, which Finanstilsynet sets after hearing Finansiel Stabilitet. Financial holding companies and mixed holding companies must meet a minimum requirement for own funds and eligible liabilities, if Finanstilsynet, after hearing Finansiel Stabilitet, sets a minimum requirement for own funds and eligible liabilities for these companies. The same applies to financing institutions, when the financing institution is a subsidiary of a credit institution, a financial holding company or a mixed holding company and the financing institution is included in the supervision of the parent company on a consolidated basis.

Stk. 2. Finanstilsynet may, after hearing Finansiel Stabilitet, refrain from setting a requirement for own funds and eligible liabilities for a subsidiary in the following cases:

The subsidiary is part of a resolution group, where both the resolution entity and the subsidiary are established in Denmark, and the following conditions are met:
a) The resolution entity meets the requirement for own funds and eligible liabilities on a consolidated basis at the level of the resolution group. b) There are no current or expected significant practical or legal obstacles to the resolution entity's rapid transfer of capital instruments or repayment of liabilities to the subsidiary in the event that a decision has been taken in respect of the subsidiary on the exercise of powers of write-down or conversion under §§ 272 or 273 or under §§ 17 or 18 a of the Act on Restructuring and Resolution of Certain Financial Companies. c) The resolution entity demonstrates to Finanstilsynet that the subsidiary is managed prudently, and declares that the resolution entity, with the permission of Finanstilsynet, has provided a guarantee for the subsidiary's liabilities, or that the risks in the subsidiary are insignificant. d) The resolution entity's procedures for risk assessment, measurement and control include the subsidiary. e) The resolution entity holds more than 50 pct. of the voting rights attached to the share capital in the subsidiary, or has the right to appoint or dismiss a majority of the members of the subsidiary's management.
The subsidiary is part of a resolution group, where both the parent company and the subsidiary are established in Denmark, and the following conditions are met:
a) The parent company meets the requirement for own funds and eligible liabilities on a consolidated basis in Denmark. b) There are no current or expected significant practical or legal obstacles to the parent company's rapid transfer of capital instruments or repayment of liabilities to the subsidiary in the event that a decision has been taken in respect of the subsidiary on the exercise of powers of write-down or conversion under §§ 272 or 273 or under §§ 17 or 18 a of the Act on Restructuring and Resolution of Certain Financial Companies. c) The parent company demonstrates to Finanstilsynet that the subsidiary is managed prudently, and declares that the parent company, with the permission of Finanstilsynet, has provided a guarantee for the subsidiary's liabilities, or that the risks in the subsidiary are insignificant. d) The parent company's procedures for risk assessment, measurement and control include the subsidiary. e) The parent company holds more than 50 pct. of the voting rights attached to the share capital in the subsidiary, or has the right to appoint or dismiss a majority of the members of the subsidiary's management.

Stk. 3. Finanstilsynet may, after hearing Finansiel Stabilitet, refrain from setting a minimum requirement for own funds and eligible liabilities for a bridge institution and for a company under resolution.

Stk. 4. Liquidation entities are not required to meet a minimum requirement for own funds and eligible liabilities, unless Finanstilsynet, after hearing Finansiel Stabilitet, makes a decision to this effect. Finanstilsynet may make a decision according to the first sentence, if Finanstilsynet, after hearing Finansiel Stabilitet, finds it justified, particularly taking into account whether the fact that the company is becoming distressed can be expected to have a negative impact on financial stability and on the risk of contagion to the financial system, including with regard to the financing capacity of the Guarantee Fund. Finanstilsynet sets the minimum requirement for own funds and eligible liabilities for liquidation entities, cf. the first sentence, to an amount that exceeds the liquidation entity's loss absorption amount.

Stk. 5. In setting the requirement for own funds and eligible liabilities, cf. subsections 1 and 2, Finanstilsynet must indicate whether the requirement must be met on a consolidated basis, cf. § 267, or at an individual level, cf. § 267 d.

Stk. 6. Finanstilsynet must set the minimum requirement for own funds and eligible liabilities, cf. subsection 1, as a percentage of

the total risk exposure of the company calculated in accordance with Article 92, subsection 3, of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and
the total exposure measure of the company calculated in accordance with Articles 429 and 429 a of

Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions.

§ 266a. The Danish Financial Supervisory Authority sets the requirement for loss-absorbing capacity, cf. § 266, based on the following considerations:

The resolution group must be able to be resolved by using resolution tools at the resolution entity in a manner that meets the resolution objectives.
The resolution entity and its subsidiaries that are not resolution entities must have sufficient loss-absorbing capacity to ensure that losses can be absorbed and the capital ratio and leverage ratio in the relevant entities can be restored to a level where the resolution entity and its subsidiaries that are not resolution entities can continue to meet the requirements for authorization and carry out the activities for which authorization has been granted, and where sufficient market confidence is maintained.
The resolution entity must have sufficient loss-absorbing capacity to absorb losses and restore the resolution entity's capital ratio and leverage ratio to a level where the resolution entity can continue to meet the requirements for authorization and carry out the activities for which authorization has been granted, and where sufficient market confidence is maintained, when the resolution plan anticipates the possibility that certain categories of loss-absorbing capacity are excluded from bail-in or transferred in their entirety to a recipient in a partial transfer.
The size, business model, funding model, and risk profile of the entity.
The extent to which the fact that the entity becomes distressed will have a negative impact on financial stability, including through contagion to other entities.

Paragraph 2. The Danish Financial Supervisory Authority sets the requirement for loss-absorbing capacity for a resolution entity based on whether it follows from the resolution plan that the resolution entity's subsidiaries, which are established in a country outside the European Union, with which the Union has not concluded an agreement in the financial sector, are part of the same resolution group as the resolution entity.

§ 266b. The requirement for loss-absorbing capacity can be met with own funds and loss-absorbing liabilities, cf. §§ 267a-267c and § 267e.

Requirements for loss-absorbing capacity for resolution entities

§ 267. A resolution entity must meet the requirement for loss-absorbing capacity, cf. § 266, on a consolidated basis at the resolution group level, cf. however paragraph 2.

Paragraph 2. The consolidation includes only entities that are subject to a requirement for loss-absorbing capacity. Loss-absorbing capacity used to meet a set requirement for loss-absorbing capacity that must be met at the consolidated level may not simultaneously be used to meet or finance liabilities that are part of the fulfillment of the requirements in § 268, paragraphs 1-4, or the requirements that follow from § 268d.

Paragraph 3. The Danish Financial Supervisory Authority sets, after consultation with the Financial Stability Council, a deadline for fulfilling the requirement for loss-absorbing capacity anew for resolution entities that have been subject to write-down or conversion under §§ 272 or 273 or under §§ 17 or 18a of the Act on Restructuring and Resolution of Certain Financial Undertakings, and resolution entities for which the Financial Stability Council has used resolution tools. The Danish Financial Supervisory Authority provides, after consultation with the Financial Stability Council, sub-targets for the resolution entity's fulfillment of the requirement for loss-absorbing capacity for each 12-month period leading up to the set deadline, cf. the first sentence.

§ 267a. A resolution entity must meet the requirement for loss-absorbing capacity, cf. § 266, with own funds or the following liabilities in items 1-4 or both in combination, cf. however paragraphs 2 and §§ 267b and 267c:

Liabilities that meet the conditions in Article 72a, Article 72b, paragraph 1, paragraphs 2, letters a-c and e-n, and paragraphs 3-5, and Article 72c of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions.
The principal of liabilities from debt instruments that have derivative components, and that meet the following conditions:
a) The conditions in Article 72a, paragraph 1 and paragraph 2, letter a-k, Article 72b, paragraph 1, paragraphs 2, letter a-c and e-n, and paragraphs 3-5, and Article 72c of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions. b) The principal of the debt instrument is known at the time of issuance, is fixed or increasing, and is not affected by an embedded derivative feature, and the total liabilities arising from the debt instrument can be valued daily based on an active and liquid market for the purchase and sale of an equivalent instrument without credit risk in accordance with Articles 104 and 105 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions. c) The debt instrument is not subject to a netting agreement, and the valuation of the debt instrument is not subject to § 27, paragraph 3, of the Act on Restructuring and Resolution of Certain Financial Undertakings.
Liabilities from debt instruments that have derivative components, and that meet the following conditions:
a) The conditions in Article 72a, paragraph 1 and paragraph 2, letter a-k, Article 72b, paragraph 1, paragraphs 2, letter a-c and e-n, and paragraphs 3-5, and Article 72c of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions. b) The debt instrument contains a contractual provision stating that the value of the claim is fixed or increasing in the event of the issuer's resolution or bankruptcy, and that the value does not exceed the originally paid-in liability amount. c) The debt instrument is not subject to a netting agreement, and the valuation of the debt instrument is not subject to § 27, paragraph 3, of the Act on Restructuring and Resolution of Certain Financial Undertakings.
Liabilities issued by a subsidiary established in the European Union or in a country with which the Union has concluded an agreement in the financial sector, which is part of the same resolution group as the resolution entity, to an equity holder that is not part of the same resolution group, when the following conditions are met:
a) The liabilities are issued in accordance with § 267e, item 3. b) The resolution entity's control of the subsidiary will not be affected by the Danish Financial Supervisory Authority's exercise of write-down or conversion powers, cf. §§ 272 or 273, or the Financial Stability Council's exercise of write-down or conversion powers, cf. §§ 17 or 18a of the Act on Restructuring and Resolution of Certain Financial Undertakings. c) The liabilities do not exceed the amount calculated from the formula in Annex 9, item 1.

Paragraph 2. A resolution entity that is a global systemically important financial institution (G-SIFI), and an entity that is a significant subsidiary of a global systemically important financial institution (G-SIFI) in a third country, but which is not itself a resolution entity, must meet the requirements in Article 92a and 92b of the Regulation of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms with loss-absorbing capacity as defined in Article 72k of the Regulation and established in accordance with Articles 72a-72l of the Regulation.

Requirements for subordination for resolution entities

§ 267b. The Danish Financial Supervisory Authority may, after consultation with the Financial Stability Council, decide that resolution entities must meet a share of the requirement for loss-absorbing capacity, cf. § 266, paragraph 1, corresponding to the highest of either 8 percent of total liabilities and own funds or the amount calculated from the formula in Annex 9, item 3, with own funds, with subordinated loss-absorbing instruments, or with liabilities covered by § 267a, paragraph 1, item 4, when the following conditions are met, cf. however § 267c:

The non-subordinated liabilities referred to in § 267a, paragraph 1, items 1-3, are in the order of bankruptcy on par with liabilities that are exempt from bail-in, cf. § 25, paragraph 3, of the Act on Restructuring and Resolution of Certain Financial Undertakings, or liabilities that the Financial Stability Council may decide to exempt entirely or partially from bail-in, cf. § 25, paragraph 4, of the Act on Restructuring and Resolution of Certain Financial Undertakings.
There is a risk that creditors with claims linked to these liabilities suffer greater losses as a result of a bail-in on non-subordinated liabilities planned in the resolution plan than they would in a bankruptcy proceeding of the resolution entity.
The size of the own funds and the other subordinated liabilities does not exceed the amount necessary to ensure that creditors referred to in item 2 do not suffer losses greater than the losses they would have suffered in a bankruptcy proceeding of the resolution entity.

Paragraph 2. The Danish Financial Supervisory Authority sets, after consultation with the Financial Stability Council, a deadline for fulfilling the requirement in paragraph 1 anew for the resolution entities that have been subject to write-down or conversion under §§ 272 or 273 or under §§ 17 or 18a of the Act on Restructuring and Resolution of Certain Financial Undertakings, and resolution entities for which the Financial Stability Council has used resolution tools. The Danish Financial Supervisory Authority provides, after consultation with the Financial Stability Council, sub-targets for the resolution entity's fulfillment of the requirement for each 12-month period leading up to the set deadline, cf. the first sentence.

§ 267c. The Danish Financial Supervisory Authority must, after consultation with the Financial Stability Council, determine that a resolution entity must meet a share of the requirement for loss-absorbing capacity, cf. § 266, with own funds, subordinated loss-absorbing instruments, or liabilities covered by § 267a, paragraph 1, item 4. The share must correspond to 8 percent of total liabilities and own funds for the following resolution entities, cf. however paragraphs 2-4:

Resolution entities that are global systemically important financial institutions (G-SIFIs).
Resolution entities that are not global systemically important financial institutions (G-SIFIs), but which are part of a resolution group whose total assets exceed 100 billion euros.
Other resolution entities that are not global systemically important financial institutions (G-SIFIs), and which are part of a resolution group whose total assets are less than 100 billion euros, but which the Danish Financial Supervisory Authority has assessed with reasonable probability constitute a systemic risk if they become distressed.

Paragraph 2. The Danish Financial Supervisory Authority may, after consultation with the Financial Stability Council, set the share mentioned in paragraph 1 to an amount that is lower than 8 percent of total liabilities and own funds, but higher than the amount calculated from the formula in Annex 9, item 2.

Paragraph 3. For resolution entities covered by paragraph 1, item 2, the share mentioned in paragraph 1 may at most correspond to 27 percent of the resolution entity's total risk exposure in cases where the Danish Financial Supervisory Authority, after consultation with the Financial Stability Council, has assessed that

the resolution plan for the relevant resolution entity does not involve the use of the Resolution Fund, cf. Chapter 11 of the Act on Restructuring and Resolution of Certain Financial Undertakings, as an option in connection with the resolution of the relevant resolution entity, or
the requirement for loss-absorbing capacity provides an opportunity to fulfill § 26, paragraph 2, of the Act on Restructuring and Resolution of Certain Financial Undertakings.

Paragraph 4. The Danish Financial Supervisory Authority may, after consultation with the Financial Stability Council, determine that the share mentioned in paragraph 1 shall amount to an amount that, due to the resolution entity's obligation to meet the combined capital buffer requirement and the requirement for loss-absorbing capacity, corresponds to the highest of either 8 percent of the resolution group's total liabilities and own funds or the amount calculated from the formula in Annex 9, item 3, when one of the following conditions is met:

The Danish Financial Supervisory Authority and the Financial Stability Council have found that there are significant obstacles to resolution, cf. §§ 262 and 263, and
a) no remedial measures have been taken in accordance with orders issued by the Danish Financial Supervisory Authority under § 264, paragraph 5, within the deadline therefor, or b) the found significant obstacles cannot be remedied by using orders referred to in § 264, paragraph 5, and setting the share mentioned in paragraph 1 according to this provision offsets the significant obstacle's negative impact on resolution possibilities.
It follows from the resolution plan for the resolution entity that the preferred resolution strategy for the resolution entity is in limited respects feasible and credible taking into account the resolution entity's size, nature, scope, and complexity of the resolution entity's activities, the risks associated with the resolution entity's activities, interconnectivity, and the resolution entity's legal status and shareholder structure.
The individual solvency requirement established pursuant to § 124, paragraph 3, or individual solvency needs established pursuant to § 124, paragraph 2, reflect that the resolution entity is among the 20 percent most risk-bearing entities for which the Danish Financial Supervisory Authority sets requirements for loss-absorbing capacity.

Paragraph 5. Requirements established under paragraphs 1-4 must be met 3 years after the date on which the resolution entity or the group of which the resolution entity is a part has been designated as a global systemically important financial institution (G-SIFI), or the resolution entity is covered by paragraph 1, item 2 or 3. The Danish Financial Supervisory Authority provides, after consultation with the Financial Stability Council, sub-targets for the resolution entity's fulfillment of the requirement established under paragraph 1, cf. paragraphs 2-4, for each 12-month period leading up to the set deadline, cf. the first sentence.

Paragraph 6. The Danish Financial Supervisory Authority sets, after consultation with the Financial Stability Council, an appropriate deadline for fulfilling the requirements in paragraphs 1-4 anew for the resolution entities that have been subject to write-down or conversion under §§ 272 or 273 or under §§ 17 or 18a of the Act on Restructuring and Resolution of Certain Financial Undertakings, and resolution entities for which the Financial Stability Council has used resolution tools. The Danish Financial Supervisory Authority provides, after consultation with the Financial Stability Council, sub-targets for the resolution entity's fulfillment of the requirement established under paragraphs 1-4 for each 12-month period leading up to the set deadline, cf. the first sentence.

Requirements for loss-absorbing capacity for entities that are not resolution entities (internal requirement for loss-absorbing capacity)

§ 267d. An entity that is a subsidiary of a resolution entity or an entity in a third country, but which is not itself a resolution entity, must meet the requirement for loss-absorbing capacity, cf. § 266, on an individual basis, cf. however § 266, paragraph 2.

Paragraph 2. The Danish Financial Supervisory Authority sets, after consultation with the Financial Stability Council, a deadline for fulfilling the requirement for loss-absorbing capacity anew for entities that are not resolution entities, but which have been subject to write-down or conversion under §§ 272 or 273 or under §§ 17 or 18a of the Act on Restructuring and Resolution of Certain Financial Undertakings, and entities that are not resolution entities, and for which the Financial Stability Council has used resolution tools. The Danish Financial Supervisory Authority provides sub-targets for the entity's fulfillment of the requirement for loss-absorbing capacity for each 12-month period leading up to the set deadline, cf. the first sentence.

§ 267e. An entity that is a subsidiary of a resolution entity or an entity in a third country, but which is not itself a resolution entity, may meet the requirement for loss-absorbing capacity with the following capital and liabilities or both in combination:

Common equity tier 1 capital.
Additional tier 1 capital, which is issued to entities that
a) are part of the same resolution group, or b) are not part of the same resolution group, if the resolution entity's control of the entity will not be affected by the exercise of write-down or conversion powers, cf. §§ 272 or 273 or §§ 17 or 18a of the Act on Restructuring and Resolution of Certain Financial Undertakings.
Liabilities that meet the following conditions:
a) The liability is issued to i) the resolution entity either directly or indirectly through other entities in the same resolution group that purchased the liabilities from the entity, or ii) an existing equity holder that is not part of the same resolution group as the entity, to the extent that the resolution entity's control of the entity will not be affected by the Danish Financial Supervisory Authority's exercise of write-down or conversion powers, cf. §§ 272 or 273, or the Financial Stability Council's exercise of write-down or conversion powers, cf. §§ 17 or 18a of the Act on Restructuring and Resolution of Certain Financial Undertakings. b) The liability meets the conditions in Article 72a, Article 72b, paragraph 1 and paragraph 2, letters a, d-j and n, and Article 72c of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions. c) The liability is subordinated in bankruptcy proceedings to liabilities that do not meet the conditions in letter a and do not qualify to meet the own funds requirement in item 1 or 2. d) The liability is subject to write-down or conversion powers, cf. §§ 272 or 273 or §§ 17 or 18a of the Act on Restructuring and Resolution of Certain Financial Undertakings, and the use of the powers will not affect the resolution entity's control of the subsidiary. e) The liability is not financed directly or indirectly by the entity. f) Provisions regulating the liability do not explicitly or implicitly state that the liability will be called, paid off, repaid, or repurchased before maturity, except in the event of the entity's bankruptcy. g) The holder of the liability does not have the right to accelerate the planned payments of interest and principal for the liability except in the event of the entity's insolvency or liquidation. h) Due interest and dividend payments cannot be changed for the liability based on the credit situation of the entity or its parent entity.

Procedure for setting the requirement for loss-absorbing capacity when a resolution college has been established

§ 267f. When a resolution college has been established, cf. § 271, requirements for loss-absorbing capacity for resolution entities located in Denmark, cf. § 266, are set in accordance with a joint decision made by

The Danish Financial Supervisory Authority,
the group resolution authority, when this is different from the Danish Financial Supervisory Authority and the Financial Stability Council, and
the resolution authorities responsible for a resolution group's subsidiaries located in another country in the European Union or in a country with which the Union has concluded an agreement in the financial sector.

Paragraph 2. The joint decision must indicate the requirements that apply to

consolidated resolution group level for each resolution entity, and
on an individual basis for each individual entity in the resolution group, when the entity is not a resolution entity.

Paragraph 3. It may be set in the joint decision that a part of the requirement for loss-absorbing capacity for entities that are not resolution entities must be met with instruments issued to entities that do not belong to the resolution group, when

it is assessed to be in accordance with the resolution strategy, and
the resolution entity does not at the time of the joint decision meet the requirement for loss-absorbing capacity on an individual basis, cf. § 267d, paragraph 1.

Paragraph 4. If several entities in a global systemically important financial institution (G-SIFI) are resolution entities, or third-country entities that would be resolution entities if they were established in the European Union, it must be stated in the joint decision whether the requirement for loss-absorbing capacity for the resolution entities is adjusted as a result of Article 72e of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions.

Paragraph 5. If there is no joint decision on the requirement for loss-absorbing capacity for the resolution entity, no later than 4 months after the Danish Financial Supervisory Authority has submitted a proposal for requirements for loss-absorbing capacity to the resolution authorities covered by paragraph 1, the Danish Financial Supervisory Authority sets, after consultation with the Financial Stability Council, the requirement for loss-absorbing capacity.

Paragraph 6. If one of the authorities covered by paragraph 1, items 2 and 3, has brought the matter before the European Banking Authority before the expiration of the 4-month deadline mentioned in paragraph 5, the Danish Financial Supervisory Authority postpones its decision, cf. paragraph 5, and awaits the European Banking Authority's decision on the matter. Thereafter, the Danish Financial Supervisory Authority sets, after consultation with the Financial Stability Council, requirements for loss-absorbing capacity for the resolution entity in accordance with the European Banking Authority's decision.

Paragraph 7. If the European Banking Authority has not made a decision, no later than 1 month after the matter was brought before it, cf. paragraph 6, the Danish Financial Supervisory Authority sets, after consultation with the Financial Stability Council, requirements for loss-absorbing capacity for the resolution entity.

Paragraph 8. The Danish Financial Supervisory Authority must send the decision setting the requirement for loss-absorbing capacity for the resolution entity to:

The resolution entity.
Entities that are part of the resolution group and are not resolution entities.
The group's parent company in the European Union or in countries with which the Union has concluded an agreement in the financial sector, when the parent company in question is not itself a resolution entity in the same resolution group.

§ 267g. When a resolution college has been established, cf. § 271, the requirement for loss-absorbing capacity for entities located in Denmark that are not resolution entities, and where the resolution entity is located in another country in the European Union or in a country with which the Union has concluded an agreement in the financial sector, is set in accordance with a joint decision made by

The Danish Financial Supervisory Authority,
the resolution authority for the resolution entity,
the group resolution authority, when this is different from the resolution authority for the resolution entity, and
the resolution authorities responsible for a resolution group's subsidiaries located in another country in the European Union or in a country with which the Union has concluded an agreement in the financial sector.

Paragraph 2. The joint decision must indicate the requirements that apply to

consolidated resolution group level for each resolution entity, and
on an individual basis for each individual entity in the resolution group, when the entity is not a resolution entity.

Paragraph 3. It may be set in the joint decision that a part of the requirement for loss-absorbing capacity for entities that are not resolution entities

entities that are not resolution entities must be met with instruments issued to undertakings that do not belong to the resolution group, when 1) it is assessed to be in accordance with the resolution strategy and 2) the resolution entity at the time of the joint decision does not meet the requirement for eligible liabilities, cf. section 266, at an individual level, cf. section 267 d, subsection 1. Subsection 4. If there is no joint decision on the requirement for eligible liabilities for undertakings in a resolution group on an individual basis, no later than 4 months after the resolution authorities covered by subsection 1 have submitted a proposal for the requirement for eligible liabilities, the Danish Financial Supervisory Authority shall, after consulting Finansiel Stabilitet, determine the requirement for eligible liabilities. Subsection 5. If one of the authorities covered by subsection 1, no. 2-4, has referred the matter to the European Banking Authority before the expiry of the 4-month deadline, the Danish Financial Supervisory Authority shall postpone its decision and await the decision of the European Banking Authority in the matter. Thereafter, the Danish Financial Supervisory Authority shall, after consulting Finansiel Stabilitet, determine the requirement for eligible liabilities in accordance with the decision of the European Banking Authority. Subsection 6. If the European Banking Authority has not made a decision within 1 month after the matter has been referred, cf. subsection 5, the Danish Financial Supervisory Authority shall, after consulting Finansiel Stabilitet, determine the requirement for eligible liabilities for the undertaking located in Denmark that is not a resolution entity. Subsection 7. The Danish Financial Supervisory Authority shall send the decision, which sets the requirement for eligible liabilities, to the undertakings located in Denmark in a resolution group that are not resolution entities.

Requirement for eligible liabilities for liquidation entities

Section 267h. A liquidation entity shall, at an individual level, meet a requirement for eligible liabilities, as set out in section 266, subsection 4, with own funds or the following liabilities in nos. 1 and 2 or both in combination: 1) Liabilities that meet the conditions in Article 72a and Article 72b, subsection 1, subsection 2, letters a, c and e-n, and subsections 3-5, of the Regulation of the European Parliament and of the Council on prudential requirements for credit institutions. 2) Liabilities from debt instruments that have derivative components, cf. section 267a, subsection 1, no. 3 or 4.

Section 267i. The Minister for Industry, Business and Financial Affairs shall lay down more detailed rules on the requirement for eligible liabilities. The Minister for Industry, Business and Financial Affairs may also lay down rules that derogate from sections 267c-267e.

Debt buffer requirement

Section 268. A mortgage credit institution shall at all times have a debt buffer of 2 percent of the mortgage credit institution's total unweighted loans. Capital and liabilities for meeting the debt buffer requirement must otherwise be issued by the mortgage credit institution. Subsection 2. For a mortgage credit institution that at institution level is designated as a systemically important financial institution (SIFI) or a global systemically important financial institution (G-SIFI), cf. sections 308 or 310, the debt buffer shall furthermore be set at a level that ensures that the institution's requirements for own funds and debt buffer together constitute at least 8 percent of the institution's total liabilities, cf. however subsection 4. However, the debt buffer shall be set according to the first sentence to a minimum of 2 percent of the mortgage credit institution's total unweighted loans. Subsection 3. If a mortgage credit institution is part of a group that at consolidated level is designated as a systemically important financial institution (SIFI) or a global systemically important financial institution (G-SIFI), cf. sections 308 or 310, and where a requirement for the size of the group's eligible liabilities at consolidated level must be set for the group, the debt buffer shall furthermore be set at a level that ensures that the total requirement for the group's debt buffer, own funds for the group's mortgage credit institutions and eligible liabilities constitutes at least 8 percent of the total liabilities for credit institutions, mortgage credit institutions and investment firms in the group. However, the debt buffer shall be set according to the first sentence to a minimum of 2 percent of the mortgage credit institution's total unweighted loans. Subsection 4. For a mortgage credit institution that at institution level is designated as a systemically important financial institution (SIFI) or a global systemically important financial institution (G-SIFI), cf. sections 308 or 310, and which is part of a resolution group with a resolution entity established in a country within the European Union or a country with which the Union has concluded an agreement in the financial area, the debt buffer requirement shall be 2 percent of the institution's total unweighted loans, if the resolution group's total requirements are sufficient to ensure that the resolution group has eligible liabilities that constitute at least 8 percent of the resolution group's total liabilities. If the resolution group's total requirements are not sufficient to ensure that the resolution group has eligible liabilities that constitute at least 8 percent of the resolution group's total liabilities, the debt buffer requirement for the mortgage credit institution shall be set to a minimum of 2 percent. However, the total requirement for the mortgage credit institution's debt buffer and own funds must constitute at least 8 percent of the mortgage credit institution's
total liabilities. Subsection 5. For a mortgage credit institution that as a parent undertaking owns a subsidiary that is also a mortgage credit institution, and where both undertakings are part of the same resolution group, the debt buffer requirement may be met at the mortgage credit group level. Subsection 6. The Danish Financial Supervisory Authority shall, after consulting Finansiel Stabilitet, set a deadline for mortgage credit institutions that have been subject to write-down or conversion under sections 272 or 273 or under sections 17 or 18a of the Act on the Restructuring and Resolution of Certain Financial Undertakings, and mortgage credit institutions for which Finansiel Stabilitet has applied resolution tools, to meet the debt buffer requirement anew.

18 November 2025. 87 No. 1390.

Section 268a. A mortgage credit institution that is a resolution entity shall meet the debt buffer requirement with the following capital or liabilities or both in combination, cf. however section 268d: 1) Common Equity Tier 1 capital. 2) Hybrid Tier 1 capital. 3) Supplementary capital instruments. 4) Liabilities that meet the conditions in Article 72b, subsection 2, letter d, of Regulation (EU) No 575/2013 of the European Parliament

has more than one subsidiary or significant branch that is a credit institution, a mortgage credit institution, a securities firm authorized to provide or perform one or both of the investment services and activities referred to in Annex I, Section A, points 3 and 6, of the Act on Securities Firms and Investment Services and Activities, a financial holding company or a mixed financial holding company, which is established or located in a country within the European Union or in a country with which the Union has concluded an agreement in the financial field, and at least one subsidiary or significant branch is established or located in Denmark, or
has more than one parent undertaking that is a credit institution, a mortgage credit institution, a securities firm authorized to provide or perform one or both of the investment services and activities referred to in Annex I, Section A, points 3 and 6, of the Act on Securities Firms and Investment Services and Activities, a financial holding company or a mixed financial holding company, which is established in more than one country within the European Union or in countries with which the Union has concluded an agreement in the financial field, and at least one parent undertaking is established in Denmark.

Subsection 6. European resolution colleges established in accordance with subsection 5 shall perform the tasks referred to in subsection 1 and otherwise function as resolution colleges established in accordance with subsection 1.

Chapter 17a
Write-down and conversion of capital instruments and write-down eligible liabilities

§ 272. The Financial Supervisory Authority shall without undue delay write down or convert hybrid capital instruments, which meet the requirements of Article 52 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, and supplementary capital instruments, which meet the requirements of Article 63 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, in a credit institution or a mortgage credit institution into genuine core equity instruments, if the Financial Supervisory Authority finds that the credit institution or mortgage credit institution would not be viable unless the power is exercised. The same applies to write-down eligible liabilities, which meet the conditions in § 267 e, point 3, regardless of whether the liabilities meet the condition in § 267 e, point 3, letter b, regarding a remaining maturity of at least 1 year.

Subsection 2. A credit institution or a mortgage credit institution is considered not to be viable in relation to subsection 1 if the conditions in § 224 a, subsection 1, are met, and the Financial Supervisory Authority assesses that there is no prospect that other measures, including measures initiated by the private sector or the Financial Supervisory Authority, within a reasonable time horizon will be able to prevent the undertaking from having to be resolved. The Financial Supervisory Authority shall consult Financial Stability on the assessment in the first sentence.

Subsection 3. In the case of write-down or conversion of relevant capital instruments or write-down eligible liabilities in a subsidiary into a resolution entity in accordance with subsection 1, the power to write down or convert shall be exercised in a manner that ensures that losses are passed on to the resolution entity if the relevant capital instruments and write-down eligible liabilities are owned by the resolution entity indirectly through other undertakings in the same resolution group.

Subsection 4. The Financial Supervisory Authority's finding in accordance with subsection 1 shall be based on a valuation in accordance with Chapter 3 of the Act on Restructuring and Resolution of Certain Financial Undertakings. This valuation shall be carried out by Financial Stability upon request from the Financial Supervisory Authority. The decision on the size of the write-down or conversion shall likewise be based on this valuation.

Subsection 5. Write-down and conversion of capital instruments and write-down eligible liabilities shall be carried out in accordance with § 17, subsection 4, and § 18 of the Act on Restructuring and Resolution of Certain Financial Undertakings. As regards the condition in § 18, subsection 2, point 1, of the Act on Restructuring and Resolution of Certain Financial Undertakings, it is the Financial Supervisory Authority that shall approve the issuance. §§ 44-46 of the Act on Restructuring and Resolution of Certain Financial Undertakings shall apply with the necessary adaptations to the Financial Supervisory Authority's write-down or conversion in accordance with subsection 1.

Subsection 6. Section 74, subsections 2 and 3, §§ 76, 104-107, 154-157, 162-164, 167-169, 185 and 186 of the Companies Act shall not apply in relation to the Financial Supervisory Authority's write-down or conversion in accordance with this provision. The Financial Supervisory Authority may, in connection with the conversion of relevant core equity instruments and write-down eligible liabilities on behalf of the undertaking, cause the issuance of the relevant number of genuine core equity instruments to the owners of the relevant capital instruments and write-down eligible liabilities. For the purpose of issuing genuine core equity instruments in accordance with the second sentence, the Financial Supervisory Authority may order the undertaking to apply for the necessary permission to issue the relevant number of genuine core equity instruments.

Subsection 7. It is the responsibility of the undertaking's board of directors to ensure the necessary amendments to the undertaking's articles of association and the necessary registrations in accordance with the rules of the Companies Act.

Subsection 8. Shareholders and creditors whose claims have been written down or converted in accordance with subsection 1 shall not suffer greater losses than in the event of bankruptcy proceedings of the credit institution or mortgage credit institution in resolution.

Subsection 9. The Financial Supervisory Authority's assessment in accordance with subsection 8 shall be based on the valuation in § 8 of the Act on Restructuring and Resolution of Certain Financial Undertakings. The valuation shall be carried out by Financial Stability upon request from the Financial Supervisory Authority. If it is found that a shareholder or creditor, including the Resolution Fund, has suffered greater losses than would have been the case in the event of bankruptcy proceedings of the credit institution or mortgage credit institution, the difference shall be paid by the Resolution Fund, cf. Chapter 11 of the Act on Restructuring and Resolution of Certain Financial Undertakings.

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Groups

§ 273. The provision in § 272 shall apply mutatis mutandis to groups when

the relevant capital instruments are issued by a subsidiary and the relevant capital instrument forms part of the capital base at individual and consolidated level, and when the competent authority for the consolidated supervision of the group concerned and the Financial Supervisory Authority have jointly found that, unless the capital instrument is written down or converted, the group will not continue to be viable, or
the relevant capital instrument is issued by a parent undertaking supervised by the Financial Supervisory Authority, and the relevant capital instrument forms part of the capital base at parent company level or at consolidated level and the Financial Supervisory Authority has found that, unless the capital instrument is written down or converted, the group will not continue to be viable.

Subsection 2. A group shall be considered not to be viable in relation to subsection 1 if the Financial Supervisory Authority, after consulting Financial Stability, has found that the group is failing or likely to fail, cf. § 224 a, subsection 3, and the Financial Supervisory Authority assesses that there is no prospect that other measures, including measures initiated by the private sector or the Financial Supervisory Authority, within a reasonable time horizon will be able to prevent the group from having to be resolved.

Subsection 3. A subsidiary's relevant capital instruments shall not be written down or converted, cf. subsection 1, point 1, to a greater extent or on worse terms than capital instruments of the same rank in the parent company that have been written down or converted.

Contractual recognition of the Financial Supervisory Authority's and Financial Stability's write-down and conversion powers

§ 274. A credit institution, a mortgage credit institution, a financial holding company, a mixed financial holding company and a financing undertaking, when the financing undertaking is a subsidiary of a credit institution, a mortgage credit institution, a financial holding company or a mixed financial holding company and the financing undertaking is included in the supervision of the parent undertaking on a consolidated basis, shall ensure that contracts entered into by the undertaking after 1 June 2015, which are governed by the legislation of a third country, contain provisions whereby the counterparty acknowledges that

the obligation covered by the contract may be subject to the Financial Supervisory Authority's and Financial Stability's write-down and conversion powers, cf. §§ 272 or 273 and §§ 17, 18 a and 24 of the Act on Restructuring and Resolution of Certain Financial Undertakings, subject to § 24, subsection 4, of the Act on Restructuring and Resolution of Certain Financial Undertakings, and
the counterparty is bound by any reduction of the principal or outstanding amount, conversion or termination affected by the Financial Supervisory Authority's and Financial Stability's exercise of the powers referred to in point 1.

Subsection 2. The Financial Supervisory Authority may order the undertaking to obtain a legal opinion that the contractual provisions in accordance with subsection 1 are binding on the counterparty and can be enforced in accordance with the terms.

Subsection 3. Subsection 1 shall not apply if

the obligation is exempt from bail-in, cf. § 25, subsection 3, of the Act on Restructuring and Resolution of Certain Financial Undertakings,
the obligation is part of a covered deposit from natural persons, micro-enterprises, small enterprises or medium-sized enterprises, cf. § 2, point 19, of the Act on Restructuring and Resolution of Certain Financial Undertakings, and exceeds the amount limit for covered deposits, cf. § 9 of the Act on a Deposit and Investor Guarantee Scheme, or
the obligation would be a covered deposit from natural persons, micro-enterprises, small enterprises or medium-sized enterprises, if the deposit had not been made through branches of institutions established within the European Union or in a country with which the Union has concluded an agreement in the financial field, when the branch is located outside the European Union or in a country with which the Union has concluded an agreement in the financial field.

Subsection 4. The Financial Supervisory Authority may, upon request from the undertaking, decide that subsection 1 shall not apply if it is assessed that the obligations or instruments in question can be subject to write-down or conversion under the legislation of a third country or under the basis of a binding agreement concluded with the relevant third country.

Subsection 5. The Financial Supervisory Authority may, upon request from the undertaking, decide that if the undertaking's requirement for write-down eligible liabilities under § 266 corresponds to the undertaking's loss absorption amount, the undertaking is not subject to the requirement in subsection 1, provided that the liabilities are not used to meet the requirement for write-down eligible liabilities.

Subsection 6. If an undertaking fails to introduce a contractual provision in accordance with subsection 1, the obligation cannot be used to meet the requirement for write-down eligible liabilities. This does not prevent the Financial Supervisory Authority and Financial Stability from exercising write-down and conversion powers, cf. §§ 272 or 273 and §§ 17, 18 a and 24 of the Act on Restructuring and Resolution of Certain Financial Undertakings, subject to § 24, subsection 4, of the Act on Restructuring and Resolution of Certain Financial Undertakings.

§ 275. An undertaking shall notify the Financial Supervisory Authority if it is not possible to comply with § 274, subsection 1, in relation to a contract concerning an obligation covered by § 97 of the Bankruptcy Act. This does not, however, include unsecured bonds and other forms of marketable debt and instruments that create or acknowledge a debt. The notification shall indicate the category of the obligation and the reason why it is not possible to introduce the contractual provision.

Subsection 2. The undertaking shall submit all information to the Financial Supervisory Authority that the Financial Supervisory Authority requests within a reasonable time after receipt of the notification in accordance with subsection 1.

18 November 2025. 92 No. 1390.

Subsection 3. The duty to introduce a contractual provision, cf. § 274, subsection 1, shall automatically cease from the time when the Financial Supervisory Authority receives a notification in accordance with subsection 1.

Subsection 4. If the Financial Supervisory Authority assesses that it is possible to comply with § 274, subsection 1, in relation to the contract in question, the Financial Supervisory Authority may, notwithstanding subsection 3, order the undertaking to introduce such a contractual provision. The Financial Supervisory Authority shall give the order within a reasonable time after the Financial Supervisory Authority has received a message in accordance with subsection 1.

Subsection 5. The Financial Supervisory Authority may order the undertaking to change its practice regarding the undertaking's assessment of whether it is possible to introduce a contractual provision acknowledging Financial Stability's powers in § 24 of the Act on Restructuring and Resolution of Certain Financial Undertakings.

Subsection 6. If the Financial Supervisory Authority and Financial Stability assess that contracts that do not contain a provision in accordance with § 274, subsection 1, constitute a significant impediment to resolution, the Financial Supervisory Authority shall, to the extent necessary, use the powers in § 264 to remove the relevant impediment.

Subsection 7. The Minister for Business may lay down further rules on the categories of obligations covered by § 97 of the Bankruptcy Act, where it is not possible to introduce a contractual provision as referred to in § 274, subsection 1.

Contractual recognition of Financial Stability's powers to suspend during resolution

§ 276. A credit institution, a mortgage credit institution, a financial holding company, a mixed financial holding company and a financing undertaking, when the financing undertaking is a subsidiary of a credit institution, a mortgage credit institution, a financial holding company or a mixed financial holding company and the financing undertaking is included in the supervision of the parent undertaking on a consolidated basis, shall ensure that the undertaking's contracts, cf. subsection 2, which are governed by the legislation of a third country, contain a provision whereby the parties acknowledge,

that the contract may be subject to Financial Stability's power to suspend or limit rights and obligations in §§ 4 a and 32-34 of the Act on Restructuring and Resolution of Certain Financial Undertakings, and
that the parties in relation to the contract are bound by § 31 of the Act on Restructuring and Resolution of Certain Financial Undertakings.

Subsection 2. The provision in subsection 1 shall apply to contracts that

create a new obligation or significantly change an existing obligation after 28 December 2020 and
contain provisions on payment or delivery obligations, termination rights or the right to enforce security rights.

Subsection 3. If an undertaking fails to introduce a provision in accordance with subsection 1, this does not prevent Financial Stability from using the powers in §§ 4 a and 32-34 of the Act on Restructuring and Resolution of Certain Financial Undertakings, and § 31 of the Act on Restructuring and Resolution of Certain Financial Undertakings shall continue to apply.

§§ 277-282. (Repealed)

Part VIII
(Repealed)

Part VIIIa
(Repealed)

Part IX
Special rules for systemically important financial institutions and globally systemically important financial institutions

Chapter 19
Identification of systemically important financial institutions (SIFI)

§ 308. The Financial Supervisory Authority shall designate systemically important financial institutions (SIFI) in Denmark by 30 June each year at the latest, cf. subsections 2 and 3. Credit institutions and mortgage credit institutions covered by Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions may be designated as systemically important financial institutions (SIFI) on an individual, sub-consolidated or consolidated basis. The Financial Supervisory Authority may, notwithstanding the first sentence, make further designations of systemically important financial institutions (SIFI), cf. subsections 2 and 3.

Subsection 2. Credit institutions and mortgage credit institutions covered by Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms shall be designated as a systemically important financial institution (SIFI) if the calculated systemic importance of the institution, cf. subsection 6, exceeds 100 basis points in 2 consecutive years, subject to subsection 4.

Subsection 3. The Minister for Business may designate an institution referred to in subsection 1 as a systemically important financial institution (SIFI), which significantly exceeds 100 basis points in the calculation of the institution's systemic importance, cf. subsection 6, notwithstanding that the calculated systemic importance of the institution has not exceeded 100 basis points in 2 consecutive years.

Subsection 4. A systemically important financial institution (SIFI) shall have a calculated systemic importance, cf. subsection 6, of less than 100 basis points, in 3 consecutive years, to cease being a systemically important financial institution (SIFI), subject to subsection 5.

Subsection 5. Notwithstanding subsection 4, the Minister for Business may, upon request from the institution, decide that a systemically important financial institution (SIFI) is no longer systemically important if the systemically important financial institution (SIFI) lies significantly below 100 basis points in the calculation of the systemic importance of the institution, cf. subsection 6.

Subsection 6. The Financial Supervisory Authority shall calculate the institutions' systemic importance expressed in basis points as the weighted sum multiplied by 10,000 of the shares, which are calculated as the individual institution's share of the total value for all Danish credit and mortgage institutions and significant branches in Denmark of foreign credit and mortgage institutions for each of the following indicators:

Total assets weighted with 6/24.

18 November 2025. 93 No. 1390.

The value of national payment transactions weighted with 2/24.
Deposits in Denmark weighted with 2/24.
Loans in Denmark weighted with 2/24.
Nominal value of derivatives not listed on a regulated market (OTC derivatives) weighted with 2/24.
Liabilities across jurisdictions weighted with 2/24.
Assets across jurisdictions weighted with 2/24.
Outstanding debt issuances weighted with 2/24.
Liabilities within the financial system (worldwide) weighted with 1/24.
Assets within the financial system (worldwide) weighted with 1/24.
Liabilities within the financial system (Denmark) weighted with 1/24.
Assets within the financial system (Denmark) weighted with 1/24.

Subsection 7. Based on the calculation of systemic importance, institutions are placed in one of five following categories of systemic importance:

Category 1: Institution with a systemic importance of 100 basis points and up to 300 basis points.
Category 2: Institution with a systemic importance of 300 basis points and up to 1,000 basis points.
Category 3: Institution with a systemic importance of 1,000 basis points and up to 2,000 basis points.
Category 4: Institution with a systemic importance of 2,000 basis points and up to 4,000 basis points.
Category 5: Institution with a systemic importance of 4,000 basis points and above.

Subsection 8. The Danish Financial Supervisory Authority shall set detailed rules for the calculation of the individual factors included in the calculation of systemic importance, cf. subsection 6, and whether the calculation shall be performed on an individual, partial-consolidated, or consolidated basis.

Subsection 9. The Danish Financial Supervisory Authority may set rules for the publication by systemically important financial institutions of the indicators, factors, and systemic importance of the systemically important financial institution.

Section 309. A credit institution and a mortgage credit institution, which are designated as a systemically important financial institution (SIFI) in accordance with Section 308, shall comply with the SIFI buffer requirements, cf. Section 125 g, subsections 3 and 4, cf. Section 125 a, subsection 4, no later than at the end of the following year.

Subsection 2. If a credit institution or a mortgage credit institution is designated as a systemically important financial institution (SIFI) on a consolidated or partial-consolidated basis, cf. Section 308, the SIFI buffer requirement, cf. Section 125 e, cf. Section 125 a, subsection 4, cf. Section 125 g, subsections 3 and 4, shall apply with the same percentage requirement at the consolidated level for the group and at the individual level for each individual credit institution and mortgage credit institution included in the group.

Subsection 3. A systemically important financial institution (SIFI), cf. Section 308, shall comply with the SIFI buffer requirement resulting from changes in its systemic importance, cf. Section 125 g, subsections 3 and 4, cf. Section 125 a, subsection 4, at the end of the year in which changes in its systemic importance occur.

Subsection 4. Subsections 1 and 3 shall apply mutatis mutandis to the credit institutions and mortgage credit institutions that, pursuant to subsection 2, are subject to the same percentage SIFI buffer requirement at the individual level as applies on a consolidated basis for the designated systemically important financial institution (SIFI).

Subsection 5. The Minister for Industry, Business and Financial Affairs may decide that a systemically important financial institution (SIFI) designated in accordance with Section 308, subsection 1 or 3, shall comply with the SIFI buffer requirements, cf. Section 125 g, subsections 3 and 4, cf. Section 125 a, subsection 4, before the deadline specified in subsection 1.

Identification of globally systemically important financial institutions (G-SIFI)

Section 310. The Danish Financial Supervisory Authority shall designate globally systemically important financial institutions in Denmark (G-SIFI) once a year. A credit institution, a mortgage credit institution, and a financial holding company, which are covered by Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions, may be designated as a globally systemically important financial institution (G-SIFI) at the group level.

Subsection 2. The designation of globally systemically important financial institutions (G-SIFI) and placement in five subcategories for globally systemically important financial institutions (G-SIFI) shall take place no earlier than on 1 January 2016 and shall be based on at least one of the following indicators:

Size.
Interconnectedness with the financial system.
Substitutability of the institution's assets or the financial infrastructure offered by the institution.
Complexity.
Cross-border activities.

Subsection 3. The Minister for Industry, Business and Financial Affairs may set detailed rules regarding the calculation of the indicators mentioned in subsection 2 as well as the calculation of the systemic importance of globally systemically important financial institutions.

Publication of the identification of systemically important financial institutions (SIFI) and globally systemically important financial institutions (G-SIFI)

Section 311. The Danish Financial Supervisory Authority shall publish on its website once a year which systemically important financial institutions (SIFI) and globally systemically important financial institutions (G-SIFI) have been designated in accordance with Sections 308 and 310, and their placement in categories and subcategories of systemic importance, respectively.

Management and organization of the company

Section 312. Sections 77 c, 80 a, and 80 b shall apply mutatis mutandis to systemically important financial institutions (SIFI) and globally systemically important financial institutions (G-SIFI), if the share capital is not admitted to trading on a regulated market, and which have not, on average, had 1,000 or more full-time employees at the balance sheet date in the two most recent financial years.

Section 312 a. (Repealed)

Section 312 b. Deferral of variable remuneration pursuant to Section 77 a, subsection 1, no. 5, shall, insofar as it concerns members of the board of directors and the management of a systemically important financial institution (SIFI) and a globally systemically important financial institution (G-SIFI), take place over a period of at least 5 years with commencement 1 year after the calculation date, with an equal distribution over the years or with an increasing share at the end of the period.

Subsection 2. A significant part of the deferred variable remuneration component pursuant to subsection 1 shall, insofar as it concerns members of the board of directors and the management of a systemically important financial institution (SIFI) and a globally systemically important financial institution (G-SIFI), consist of a balance of shares, corresponding ownership interests depending on the company's legal structure, share-based instruments, or, if it concerns a company whose share capital is not admitted to trading on a regulated market, corresponding instruments that reflect the company's creditworthiness. Credit institutions and mortgage credit institutions shall, where possible and appropriate, use instruments as regulated in Articles 52 and 63 of Regulation (EU) No 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions or other instruments that can be converted into genuine common equity instruments or written down, and which in an appropriate degree reflect the company's creditworthiness as a company whose activity is assumed to continue. The instruments may be issued by the company or its parent company, which owns the company fully.

Limits on the number of management positions

Lineage: In force