Sydbank — Capital/Financing Update 2012

Feb 24, 2012

FINAL TERMS

24 February 2012

Sydbank A/S

Issue of €500,000,000 Floating Rate Notes due February 2014 under the €4,000,000,000 Global Medium Term Note Programme

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the Offering Circular dated 17 November 2011, which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular. Copies of the Offering Circular may be obtained from the registered office of the Issuer and from the specified offices of the Paying Agents in London and Luxembourg. Copies of the Offering Circular are also available on the website of the London Stock Exchange.

1. Issuer: Sydbank A/S

2. (i) Series Number: 15
   (ii) Tranche Number: 1

3. Specified Currency or Currencies: Euro (€)

4. Aggregate Nominal Amount:
   (i) Series: €500,000,000
   (ii) Tranche: €500,000,000

5. Issue Price of Tranche: 99.804 per cent. of the Aggregate Nominal Amount

6. (a) Specified Denominations: €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No Notes in definitive form will be issued with a denomination above €199,000
   (b) Calculation Amount: €1,000

7. Issue Date and Interest Commencement Date: 28 February 2012

8. Maturity Date: Interest Payment Date falling in February 2014

9. Interest Basis: 3-month EURIBOR +1.90 per cent. Floating Rate (further particulars specified below)

10. Redemption/Payment Basis: Redemption at par

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1. Change of Interest Basis or Redemption/ Payment Basis: Not Applicable
2. Put/Call Options: Not Applicable
3. (i) Status of the Notes: Senior
   (ii) Date Board approval for issuance of Notes obtained: Not Applicable
4. Method of distribution: Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Note Provisions: Not Applicable
2. Floating Rate Note Provisions: Applicable

(i) Specified Period(s)/Specified Interest Payment Dates: 28 February, 28 May, 28 August and 28 November in each year, from and including 28 May 2012 to and including 28 February 2014, subject to adjustment in accordance with the Business Day Convention specified below
(ii) Business Day Convention: Modified Following Business Day Convention
(iii) Additional Business Centre(s): Not Applicable
(iv) Manner in which the Rate of Interest and Interest Amount is to be determined: Screen Rate Determination
(v) Party responsible for calculating the Rate of Interest and Interest Amount (if not the Principal Paying Agent): Not Applicable
(vi) Screen Rate Determination:
- Reference Rate: 3-month EURIBOR
- Interest Determination Date(s): The second day on which the TARGET2 System is open prior to the start of each Interest Period
- Relevant Screen Page: Reuters EURIBOR01
(vii) Margin (s): + 1.90 per cent. per annum
(viii) Minimum Rate of Interest: Not Applicable
(ix) Maximum Rate of Interest: Not Applicable
(x) Day Count Fraction: Actual/360

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(xi) Fall back provisions, rounding provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: As set out in the Conditions

1. Zero Coupon Note Provisions Not Applicable

2. Index Linked Interest Note Provisions Not Applicable

3. Dual Currency Interest Note Provisions Not Applicable

PROVISIONS RELATING TO REDEMPTION

1. Issuer Call Not Applicable

2. Investor Put Not Applicable

3. Final Redemption Amount €1,000 per Calculation Amount

4. Early Redemption Amount(s) payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 9(e)): As per Condition 9(e)

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes:

(i) Form: Bearer Notes: Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for Definitive Notes only upon an Exchange Event

(ii) New Global Note: Yes

1. Additional Financial Centre(s) or other special provisions relating to Payment Dates: Not Applicable

2. Talons for future Coupons or Receipts to be attached to Definitive Bearer Notes (and dates on which such Talons mature): No

3. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: Not Applicable

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1. Details relating to Instalment Notes:

(i) Instalment Amount(s): Not Applicable
(ii) Instalment Date(s): Not Applicable

1. Redenomination applicable: Redenomination not applicable
2. Other final terms: Not Applicable

DISTRIBUTION

1. (i) If syndicated, names of Managers: BNP PARIBAS
   Commerzbank Aktiengesellschaft
   Danske Bank A/S

(ii) Stabilising Manager (if any): Commerzbank Aktiengesellschaft

1. If non-syndicated, name of relevant Dealer: Not Applicable
2. Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable: TEFRA D
3. Additional selling restrictions: Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange's regulated market and listing on the Official List of the UK Listing Authority of the Notes described herein pursuant to the €4,000,000,000 Global Medium Term Note Programme of Sydbank A/S.

RESPONSIBILITY

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

Signed on behalf of SYDBANK A/S:

By: _________
Duly authorised

Karen Frøsig
Group Chief Executive

531
Bjarne Larsen

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PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING
   Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and listing on the Official List of the UK Listing Authority with effect from 28 February 2012

Estimate of total expenses related to admission to trading: £3,600

1. RATINGS

Ratings: The Notes to be issued have been rated A2 Negative by Moody's Investors Service Ltd. (Moody's). Moody's is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such Moody's is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation.

1. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Joint Lead Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer

1. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

Reasons for the offer: Not Applicable
Estimated net proceeds: Not Applicable
Estimated total expenses: Not Applicable

1. YIELD (Fixed Rate Notes only)
   Indication of yield: Not Applicable

2. PERFORMANCE OF INDEX/FORMULA AND OTHER INFORMATION CONCERNING THE UNDERLYING (Index-Linked Notes only)
   Not Applicable

3. PERFORMANCE OF RATES OF EXCHANGE (Dual Currency Notes only)
   Not Applicable

4. OPERATIONAL INFORMATION

(i) ISIN Code: XS0752441930
(ii) Common Code: 075244193

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(iii) Any clearing system(s) other than DTC, Euroclear and Clearstream, Luxembourg and the relevant identification number(s):
Not Applicable

(iv) Delivery:
Delivery against payment

(v) Names and addresses of additional Paying Agent(s) (if any):
Not Applicable

(vi) Intended to be held in a manner which would allow Eurosystem eligibility:
Yes

Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.