Sydbank — Capital/Financing Update 2015

Mar 23, 2015

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FINAL TERMS

9 March, 2015

Sydbank A/S

Issue of €100,000,000 2.125 per cent. Callable Resettable Subordinated Tier 2 Notes due 2027 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 14 November, 2014 and the supplement to it dated 4 March, 2015 (the Offering Circular) which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (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. The Offering Circular has been published on the website of the London Stock Exchange through a regulatory information service (www.londonstockexchange.com/exchange/news/market-news/market-news-home.html).

1. Issuer: Sydbank A/S
2. (i) Series Number: 17
   (ii) Tranche Number: 1
   (iii) Date on which the Notes will be consolidated and form a single Series: Not Applicable
3. Specified Currency or Currencies: Euro (€)
4. Aggregate Nominal Amount:
   (i) Series: €100,000,000
   (ii) Tranche: €100,000,000
5. Issue Price of Tranche: 99.582 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: 11 March 2015

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1. Maturity Date: 11 March 2027
2. Interest Basis: 2.125 per cent. Fixed Rate from (and including) the Issue Date to (but excluding) 11 March 2022 (the Reset Date), thereafter the Notes shall bear interest at the Reset Rate of Interest determined in accordance with paragraph 14 below (further particulars specified in paragraph 14 below)
3. Redemption Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount
4. Change of Interest Basis: The Rate of Interest will be reset on the Reset Date in accordance with paragraph 14 below
5. Put/Call Options: Issuer Call (further particulars specified in paragraph 17 below)
6. (i) Status of the Notes: Subordinated
   (ii) Date Board approval for issuance of Notes obtained: Not Applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Note Provisions
   (i) Rate(s) of Interest:

Applicable

In respect of the period from (and including) the Issue Date to (but excluding) the Reset Date, the Rate of Interest will be 2.125 per cent. per annum (the Initial Interest Rate), payable in arrear on each Interest Payment Date up to (and including) the Reset Date.

In respect of the period from (and including) the Reset Date up to (but excluding) the Maturity Date, the Rate of Interest shall be the aggregate of the 5-year EUR Mid-Market Swap Rate and the Reset Margin (rounded if necessary to the third decimal place, with 0.0005 being rounded upwards), as determined by the Principal Paying Agent on the Reset Determination Date once notified by the Principal Paying Agent of the 5-year EUR Mid-Market Swap Rate (the Reset Rate), payable annually in arrear on each Interest Payment Date from (but excluding) the Reset Date.

5-year EUR Mid-Market Swap Rate means the annual mid-market rate for a euro swap transaction commencing on the Reset Date and having a five-year maturity, appearing on the Relevant Screen Page at 11:00 a.m. (Frankfurt time) under the heading "EURIBOR BASIS-EUR" on the Reset

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Determination Date, as determined by the Principal Paying Agent and expressed as a percentage; provided that if such swap rate does not appear on such page at such time:

(i) the Principal Paying Agent shall request the principal office of each of four major banks in the interbank market for euro swap transactions, as selected by the Principal Paying Agent (the Reference Banks), to provide the Principal Paying Agent with its Five-year Mid-Market Swap Rate Quotation as at approximately 11.00 a.m. (Frankfurt time) on the relevant Reset Determination Date, and if at least three Five-year Mid-Market Swap Rate Quotations are provided, the 5-year EUR Mid-Market Swap Rate will be the arithmetic mean of the Five-year Mid-Market Swap Rate Quotations, eliminating the highest Five-year Mid-Market Swap Rate Quotation (or, in the event of equality, one of the highest) and the lowest Five-year Mid-Market Swap Rate Quotation (or, in the event of equality, one of the lowest), expressed as a percentage; and

(ii) if fewer than three Five-year Mid-Market Swap Rate Quotations as referred to in paragraph (i) above are provided, the 5-year EUR Mid-Market Swap Rate shall be the mid-market rate for a euro swap transaction having a five-year maturity that appeared on the most recent Relevant Screen Page that was last available prior to 11.00 a.m. (Frankfurt time) under the heading "EURIBOR BASIS-EUR" on the Reset Determination Date, as determined by the Principal Paying Agent and expressed as a percentage.

Five-year Mid-Market Swap Rate Quotation means the arithmetic mean of the bid and offered rates for the annual fixed leg (calculated on a 30/360 day count basis) of a fixed-for-floating euro interest rate swap transaction which: (i) has a term of five years commencing on the Reset Date; (ii) is in an amount that is representative of a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market; and (iii) has a floating leg (calculated on an Actual/360 day count basis) that is equivalent to the Rate of Interest that would apply in respect of the Notes if (a) Screen Rate Determination was specified in these Final Terms as the manner in which the Rate of Interest is to be determined, (b) the Reference

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Rate was 6-month EURIBOR and (c) the Relevant Screen Page was Reuters EURIBOR01.

Relevant Screen Page means Reuters page "ISDAFIX2" (or such other page as may replace such page on Reuters, or such other page as may be determined by the Principal Paying Agent for purposes of displaying the annual swap rates for euro swap transactions having a five-year maturity).

Reset Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London.

Reset Determination Date means the second Reset Business Day immediately preceding the Reset Date.

Reset Margin means 1.720 per cent.

(ii) Interest Payment Date(s):
11 March in each year, commencing on 11 March 2016, up to and including the Maturity Date

(iii) Fixed Coupon Amount(s):
In respect of each Fixed Interest Period commencing prior to the Reset Date, €21.25 per Calculation Amount
In respect of each Fixed Interest Period commencing on or after the Reset Date, the Fixed Coupon Amount will be the amount per Calculation Amount calculated in accordance with the provisions of this paragraph 14 and the Conditions

(iv) Broken Amount(s):
Not Applicable

(v) Day Count Fraction:
Actual/Actual (ICMA)

(vi) Determination Date:
11 March in each year

1. Floating Rate Note Provisions
   Not Applicable

2. Zero Coupon Note Provisions
   Not Applicable

PROVISIONS RELATING TO REDEMPTION

1. Issuer Call
   Applicable

(i) Optional Redemption Date(s):
11 March 2022

(ii) Optional Redemption Amount(s):
€1,000 per Calculation Amount

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(iii) If redeemable in part:
Not Applicable – the Notes are not redeemable in part only

1. Investor Put
   Not Applicable

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

3. Early Redemption Amount (Tax Gross-up):
   €1,000 per Calculation Amount

4. Early Redemption Amount (Tax Deductibility):
   €1,000 per Calculation Amount

5. Early Redemption Amount (Regulatory):
   €1,000 per Calculation Amount

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
Notes shall not be physically delivered in Belgium except to a clearing system, a depository or other institution for the purpose of their immobilisation in accordance with article 4 of the Belgian Law of 14th December, 2005

(ii) New Global Note:
No

1. Additional Financial Centre(s):
   Not Applicable

2. Talons for future Coupons to be attached to Definitive Bearer Notes:
   No

Signed on behalf of Sydbank A/S:

By:
Duly authorised

Karen Frøsig
Group Chief Executive

Bjarne Larsen
Deputy Group Chief Executive

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PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing and Admission to trading:
Application for admission to the official list and for admission to trading is expected to be made to the London Stock Exchange’s regulated market and the Official List of the UK Listing Authority
Date from which admission is expected to be effective: on or around 20 March 2015

(ii) Estimate of total expenses related to admission to trading:
£2,700

1. RATINGS

Ratings:
The Notes to be issued are expected to be rated:
Moody’s Investors Service Ltd.: Baa3

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

Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

1. YIELD

2.190 per cent. per annum

Indication of yield:
The yield is calculated at the Issue Date as the yield to the Reset Date on the basis of the Issue Price. It is not an indication of future yield.

1. OPERATIONAL INFORMATION

(i) ISIN Code: XS1201870828
(ii) Common Code: 120187082
(iii) VP identification number: Not Applicable
(iv) Any clearing system(s) other than DTC, VP Securities A/S, Euroclear and Clearstream, Luxembourg and the relevant identification number(s): Not Applicable
(v) Names and addresses of additional Paying Agent(s) (if any) or Not Applicable

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alternative VP Agent (if applicable):

(vi) VP Agent: Not Applicable

1. U.S. SELLING RESTRICTION

U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D

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