Sydbank — Capital/Financing Update 2012

Feb 23, 2012

DIREKTIONEN

Nasdaq OMX København London Stock Exchange Bourse de Luxembourg Øvrige interessenter

Selskabsmeddelelse nr. 05/2012

1. februar 2012

Udstedelse af nyt 2-årigt seniorlån og mulighed for tilbagekøb af eksisterende seniorlån

Se omstående side.

Venlig hilsen

Niets Hallyaux

Niels Møllegaard vicedirektør

Sydbank

Peberlyk 4 · Postboks 1038 6200 Aabenraa

Telefon +45 74 37 37 37 Telefax +45 74 37 35 36

sydbank.dk
SWIFT SYBKDK22

Sydbank A/S CVR-nr. DK 12626509, Aabenraa NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY. TO OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (INCLUDING THE UNITED STATES OF AMERICA AND THE REPUBLIC OF ITALY). THIS IS NOT A REGISTERED TRADE UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND IS NOT AVAILABLE TO US QIBs (AS DEFINED UNDER RULE 144A OF THE SECURITIES ACT).

THIS NOTICE IS ONLY DIRECTED AT INVESTMENT PROFESSIONALS

THE OFFER CONTAINED WITHIN THIS NOTICE IS ONLY AVAILBLE TO INVESTMENT PROFESSIONALS AND SHOULD NOT OTHERWISE BE RELIED UPON

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Today Sydbank A/S announces the opening of the orderbook for a EUR denominated 2-year Floating Rate Note (the "Notes"). This transaction will be priced in the near future, subject to market conditions

Issuer	Sydbank A/S
Status	Senior Unsecured Floating Rate Notes
Issue Rating	A2 (Moody's)
Currency	EUR.
Maturity	2-year
Denomination	€100k+€1k
Listing	London Stock Exchange
Eligible Investors	Investment Professional (as defined in the Financial Services and
	Markets Act (Financial Promotons) Order 2005
Documentation	EMTN programme of the Issuer dated 17 November 2011
Bookrunners:	BNP Paribas. Commerzbank and Danske Bank

Qualifying Holders being allocated Notes will be eligible to sell on the pricing date of the Notes any of the SYDB EUR 1bn Floating Rate Notes due 03/09/12 (ISIN:XS0537763376) (the "Existing Notes"), subject to the Maximum Acceptance Amount, for cash to the Issuer at a purchase price of 100.175% of the nominal amount of each Existing Note together with accrued interest (the "Purchase Offer") up to but excluding the purchase date (such date not to be later than the settlement date of the Notes), provided that they are Qualifying Holders and deliver a principal amount of Existing Notes not less than EUR 100,000.

Any qualifying Holder who wished to accept this offer will be asked to certified that they are a Investment Professional

Information in relation to the procedures for tendering Existing Notes should be directed to BNP Paribas (Fixed Income Syndicate +44 207 595 8222), Commerzbank (Fixed Income Syndicate +44 207 475 3066) or Danske Bank (Fixed Income Syndicate +45 45 14 72 30)

"Maximum Acceptance Amount" means, in respect of a given Qualifying Holder, a nominal amount of Existing Notes that equals the aggregate nominal amount of Notes allocated to such Qualifving Holder.

A "Qualifying Holder" is an Eligible Investor who is also a holder of Existing Notes and who (A) is not (a) a U.S. person, as defined in Regulation S under the Securities Act, or (b) located or resident in the U.S., its territories or possessions or (c) a person resident or located in the Republic of Italy and (B) falls into the category of a person located and resident in any of the following approved jurisdictions:

• a) the Kingdom of Belgium, to the extent that the holder is a "qualified investor" in the sense of Article 10 of the Belgian Law of 16 June 2006 on Public Offerings (as amended from time to time):
• b) the Republic of France, to the extent that the holder is (i) a provider of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers), and/or (ii) a qualified investor (investisseur qualifié), as defined in accordance with Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, and
• c) any other jurisdiction (for the avoidance of doubt, excluding the United States and the Republic of Italy), to the extent that the holder is able to satisfy the Issuer that it is a person who can properly and lawfully participate in the Purchase Offer in accordance with local laws and regulations.

The Purchase Offer is not being made into the USA nor in any other jurisdictions where it is unlawful to make the Purchase Offer.

In the ordinary course of their respective businesses, the Issuer and its affiliates are entitled to hold positions (including significant ones) at any time in the Existing Notes and the Notes either for their own account or for the account, directly or indirectly, of third parties. This notice does not constitute an offer of, or an invitation by or on behalf of the Issuer to sell any Existing Notes or subscribe for, or purchase, any Notes. The Issuer and its affiliates are not entitled to participate in the Purchase Offer.