Sydbank — Capital/Financing Update 2015

Mar 23, 2015

DRAWDOWN OFFERING CIRCULAR

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

Issue Price: 99.582 per cent.

The €100,000,000 2.125 per cent. Callable Resettable Subordinated Tier 2 Notes due 2027 (the Notes) are being issued by Sydbank A/S (the Issuer) under its €4,000,000,000 Global Medium Term Note Programme (the Programme).

The Notes will bear interest from (and including) 11 March 2015 (the Issue Date) to (but excluding) 11 March 2022 (the Reset Date) at 2.125 per cent. per annum, and thereafter at a fixed rate of interest reset on the Reset Date (as defined below). Interest will be payable annually in arrear on 11 March in each year, commencing on 11 March 2016, up to (and including) 11 March 2027 (the Maturity Date).

Subject as more-fully described herein, unless previously redeemed or purchased and cancelled, the Issuer will redeem the Notes at their nominal amount on the Maturity Date. The Notes will be redeemable prior to the Maturity Date at the option of the Issuer, subject to certain conditions in whole but not in part on the Reset Date at their nominal amount together with any accrued but unpaid interest. In addition, the Issuer may elect to redeem the Notes in whole but not in part, and subject to certain conditions, (i) in the event of certain tax changes or (ii) if the Notes are excluded in whole (but not in part) from the regulatory capital of the Issuer and/or the Issuer and its Subsidiaries (the Group) or are reclassified in whole (but not in part) as a lower quality form of regulatory capital of the Issuer and/or the Group.

The Notes will be in bearer form in denominations of €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000 and will initially be represented by a temporary bearer global Note, exchangeable for a permanent bearer global Note not earlier than 40 days after the Issue Date upon certification of non-U.S. beneficial ownership. The global Notes will be deposited on or about the Issue Date with a common depositary for Euroclear Bank SA/NV and Clearstream Banking, société anonyme. Definitive Notes will be issued only in certain limited circumstances.

Application has been made to the Financial Conduct Authority in its capacity as competent authority (the UK Listing Authority) for the Notes to be admitted to the official list of the UK Listing Authority (the Official List) and to the London Stock Exchange plc (the London Stock Exchange) for the Notes to be admitted to trading on the London Stock Exchange's Regulated Market.

Prospective investors should have regard to the factors described under the section headed "Risk Factors" in the Offering Circular (as defined, and incorporated by reference, herein). See the section headed "Risk Factors" in this Drawdown Offering Circular.

The Notes have been rated Baa3 by Moody's Investors Service Limited (Moody's), which is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation).

Joint Lead Managers

J.P. Morgan Nykredit Bank A/S

The date of this Drawdown Offering Circular is 23 March 2015

IMPORTANT INFORMATION

This Drawdown Offering Circular comprises a prospectus for the purposes of Article 5 of 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). The Issuer accepts responsibility for the information contained in this Drawdown Offering Circular. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Drawdown Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information.

This Drawdown Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below). This Drawdown Offering Circular shall be read and construed on the basis that such documents are incorporated in and form part of this Drawdown Offering Circular.

The Joint Lead Managers have not independently verified the information contained in this Drawdown Offering Circular. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers as to the accuracy or completeness of the information contained or incorporated in this Drawdown Offering Circular, or any other information provided by the Issuer in connection with the Issuer, the Programme or the Notes. No Joint Lead Manager accepts any liability in relation to the information contained or incorporated by reference in this Drawdown Offering Circular or any other information provided by the Issuer in connection with the Issuer, the Programme or the Notes.

No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Drawdown Offering Circular or any other information supplied in connection with the Issuer, the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Joint Lead Managers.

Neither this Drawdown Offering Circular nor any other information supplied in connection with the Issuer, the Programme or the Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the Issuer or any of the Joint Lead Managers that any recipient of this Drawdown Offering Circular or any other information supplied in connection with the Issuer, the Programme or the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Drawdown Offering Circular nor any other information supplied in connection with the Issuer, the Programme or the issue of the Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the Joint Lead Managers to any person to subscribe for or to purchase any Notes.

IMPORTANT INFORMATION RELATING TO THE USE OF THIS DRAWDOWN OFFERING CIRCULAR AND THE OFFER OF THE NOTES GENERALLY

The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must determine the suitability of the investment in light of its own circumstances. In particular, each potential investor should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Drawdown Offering Circular or any applicable supplement;

• (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;
• (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor's currency;
• (iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and
• (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

The Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in the Notes unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor's overall investment portfolio.

Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) the Notes are legal investments for it, (2) the Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-based capital or similar rules.

Neither the delivery of this Drawdown Offering Circular nor the offering, sale or delivery of the Notes shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Joint Lead Managers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Notes or to advise any investor in the Notes of any information coming to their attention. Investors should review, inter alia, the most recently published documents incorporated by reference into this Drawdown Offering Circular when deciding whether or not to purchase any Notes.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons unless the Notes are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. See ''Form of the Notes'' in the Offering Circular (as defined below) for a description of the manner in which the Notes will be issued.

The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to United States persons, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code and the regulations promulgated thereunder.

This Drawdown Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Drawdown Offering Circular and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer and the Joint Lead Managers do not represent that this Drawdown Offering Circular may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the Joint Lead Managers which is intended to permit a public offering of any Notes or distribution of this Drawdown Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Drawdown Offering Circular, the Offering Circular and the Supplement (each as defined below) nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Drawdown Offering Circular or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Drawdown Offering Circular, the Offering Circular or the Supplement and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Drawdown Offering Circular, the Offering Circular and the Supplement and the offer or sale of Notes in the United States, the European Economic Area (including the United Kingdom and the Kingdom of Denmark) and Japan – see "Subscription and Sale and Transfer and Selling Restrictions" in the Offering Circular.

In making an investment decision, investors must rely on their own examination of the Issuer and the terms of the Notes being offered, including the merits and risks involved. The Notes have not been approved or disapproved by the United States Securities and Exchange Commission or any other securities commission or other regulatory authority in the United States, nor have the foregoing authorities approved this Drawdown Offering Circular or confirmed the accuracy or determined the adequacy of the information contained in this Drawdown Offering Circular. Any representation to the contrary is unlawful.

None of the Joint Lead Managers or the Issuer makes any representation to any investor in the Notes regarding the legality of its investment under any applicable laws. Any investor in the Notes should be able to bear the economic risk of an investment in the Notes for an indefinite period of time.

RISK FACTORS6
DOCUMENTS INCORPORATED BY REFERENCE7
TERMS AND CONDITIONS OF THE NOTES9
GENERAL INFORMATION14

RISK FACTORS

The Issuer believes that the factors described in the section of the Offering Circular entitled "Risk Factors" (the Risk Factors), all of which are incorporated by reference in this Drawdown Offering Circular, may affect its ability to fulfil its obligations under the Notes. Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring.

In purchasing Notes, investors assume the risk that the Issuer may become insolvent or otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors which individually or together could result in the Issuer becoming unable to make all payments due in respect of the Notes. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the Issuer may not be aware of all relevant factors and certain factors which it currently deems not to be material may become material as a result of the occurrence of events outside the Issuer's control. The Issuer has identified in the Risk Factors a number of factors which could materially adversely affect its business and ability to make payments due under the Notes.

In addition, factors which are material for the purpose of assessing the market risks associated with the Notes are described in the Risk Factors.

Prospective investors should also read the detailed information set out, or incorporated by reference in, this Drawdown Offering Circular and reach their own views prior to making any investment decision.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents, which have previously been published or are published simultaneously with this Drawdown Offering Circular and have been approved by the Financial Conduct Authority or filed with it, shall be incorporated in, and form part of, this Drawdown Offering Circular:

1. the sections of the Offering Circular dated 14 November 2014 relating to the Programme (the Offering Circular) set out in the table below:

The section of the Offering Circular entitled:	Page references (inclusive):
Risk Factors	11 to 19
Form of the Notes	22 to 26
Terms and Conditions of the Notes	33 to 60
Use of Proceeds	61
Description of the Issuer	62
Description of the Sydbank Group	63 to 66
Overview of Financial Performance	67 to 71
Book-Entry Clearance Systems	72 to 75
Taxation	76 to 78
Subscription and Sale and Transfer and Selling Restrictions	79 to 84
General Information	85 to 86

• 1. the Supplement to the Offering Circular dated 4 March 2015 (the Supplement);
• 1. the auditors' report and audited consolidated and non-consolidated annual financial statements for the financial year ended 31st December, 2013 as set out on pages 95-97 and pages 32-93, respectively, of the Issuer's 2013 Annual Report, which include, inter alia, the following information:
• (a) Consolidated Balance Sheet (page 33);
• (b) Issuer's Balance Sheet (page 33);
• (c) Consolidated Income Statement (page 32) and Consolidated Statement of Comprehensive Income (page 32);
• (d) Accounting Policies and Notes (pages 38-93); and

• (e) Auditors' Report (pages 95-97);

• 1. the auditors' report and audited consolidated and non-consolidated annual financial statements for the financial year ended 31st December, 2014 as set out on pages 109-111 and pages 38-107, respectively, of the Issuer's 2014 Annual Report, which include, inter alia, the following information:
• (a) Consolidated Balance Sheet (page 39);
• (b) Issuer's Balance Sheet (page 39);
• (c) Consolidated Income Statement (page 38) and Consolidated Statement of Comprehensive Income (page 38);
• (d) Accounting Policies and Notes (pages 44-107); and
• (e) Auditors' Report (pages 109-111).

Any statement contained or incorporated by reference in the Offering Circular or the Supplement shall be deemed to be modified or superseded for the purpose of this Drawdown Offering Circular to the extent that a statement contained or incorporated by reference herein modifies of supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Drawdown Offering Circular.

Any information contained in a document incorporated by reference in, and forming part of, this Drawdown Offering Circular but not incorporated by reference pursuant to the above paragraphs is either (i) not considered by the Issuer to be relevant for investors or (ii) included elsewhere in this Drawdown Offering Circular.

If documents which are incorporated by reference into this Drawdown Offering Circular themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of this Drawdown Offering Circular for the purposes of the Prospectus Directive except where such information or other documents are specifically incorporated by reference into this Drawdown Offering Circular.

This Drawdown Offering Circular must be read in conjunction with the Offering Circular and the Supplement and full information on the Issuer and the offer of the Notes is only available on the basis of the combination of the provisions set out within this document, the Offering Circular and the Supplement.

Copies of documents incorporated by reference in this Drawdown Offering Circular can be obtained from the registered office of the Issuer, from the website of the Issuer at www.sydbank.com/sydbankcom/about/ir/finreports and from the specified offices of the Paying Agents for the time being in London and Luxembourg.

This Drawdown Offering Circular and certain of the documents incorporated by reference herein contain references to certain websites. No such website, nor any information contained on any such website, is incorporated by reference in this Drawdown Offering Circular, and such websites and information do not form part of this Drawdown Offering Circular.

TERMS AND CONDITIONS OF THE NOTES

The terms and conditions of the Notes shall consist as of the Terms and Conditions of the Notes set out in the section of the Offering Circular entitled "Terms and Conditions of the Notes" which is incorporated by reference herein, as supplemented by the Final Terms set out below. References in the Offering Circular to Final Terms shall be deemed to refer to the Final Terms set out below.

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

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 are incorporated by reference in the Drawdown Offering Circular dated 23 March 2015 (the Drawdown Offering Circular) and 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 the Prospectus Directive and must be read in conjunction with the Drawdown 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, the Offering Circular and the Drawdown Offering Circular. The Drawdown 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
	(ii)	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:	Date and Interest	Commencement	11 March 2015
8.		Maturity Date:		11 March 2027
9.		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)
10.		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
11.	Change of Interest Basis:			The Rate of Interest will be reset on the Reset Date in accordance with paragraph 14 below
12.		Put/Call Options:		Issuer Call (further particulars specified in paragraph 17 below)
13.	(i)	Status of the Notes:		Subordinated
	(ii)	Date Board approval for issuance of Notes obtained:		3 March 2015

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

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

10

commencing on the Reset Date and having a fiveyear maturity, appearing on the Relevant Screen Page at 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; 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 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

17.	Issuer Call	Applicable

	(i)	Optional Redemption Date(s):	11 March 2022
	(ii)	Optional Redemption Amount(s):	€1,000 per Calculation Amount
	(iii)	If redeemable in part:	Not Applicable – the Notes are not redeemable in part only
18.	Investor Put		Not Applicable
19.	Final Redemption Amount		€1,000 per Calculation Amount
20.	Early Redemption Amount (Tax Gross-up):		€1,000 per Calculation Amount
21.	Early	Redemption Amount (Tax Deductibility):	€1,000 per Calculation Amount
22.	Early Redemption Amount (Regulatory):		€1,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

Definitive Bearer Notes:

23.		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
24.		Additional Financial Centre(s):	Not Applicable
25.		Talons for future Coupons to be attached to	No

GENERAL INFORMATION

1. Authorisation

The issue of the Notes was authorised by resolutions of the Board of Directors of the Issuer dated 3 March 2015.

1. Listing

Application has been made to the Financial Conduct Authority in its capacity as competent authority to approve this document as a drawdown offering circular for the purposes of the Prospectus Directive. Application has also been made to the London Stock Exchange for the Notes to be admitted to trading on the London Stock Exchange's regulated market. The listing and admission to trading of the Notes is expected to be effective on or around 23 March 2015.

1. Clearing Systems

The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg (which are the entities in charge of keeping the records) with an ISIN code of XS1201870828 and a Common Code of 120187082. The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg.

1. Documents available

For a period of 12 months following the date of this Drawdown Offering Circular, copies of this Drawdown Offering Circular and the documents incorporated herein by reference are available during normal office hours at the registered office of the Issuer and from the specified offices of the Paying Agents for the time being in London and Luxembourg.

1. Significant or Material Change

There has been no significant change in the financial or trading position of the Group since 31 December 2014, and there has been no material adverse change in the prospects of the Group since 31 December 2014.

1. Litigation

There has been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) in the 12 months preceding the date of this document which may have or have in such period had a significant effect on the financial position or profitability of the Issuer or the Group.

1. Auditors

The auditor of the Issuer is Ernst & Young P/S. The annual financial statements of the Issuer for the financial years ended 31st December, 2014 and 31st December, 2013 have, in each case, been audited by Ernst & Young P/S (EY) which, at the time of issuing its unqualified opinions on such financial statements, was named KPMG Statsautoriseret Revisionspartnerselskab, being the relevant independent public auditors of the Issuer for such periods. KPMG Statsautoriseret Revisionspartnerselskab left the KPMG network and joined the EY network on 1st July, 2014 in which connection its name was changed to Ernst & Young P/S. EY is a member of ''FSR - Danske Revisorer'' (Association of State Authorised Public Accountants).

The auditor of the Issuer has no material interest in the Issuer.

1. Post-issuance information

The Issuer does not intend to provide any post-issuance information in relation to the issue of the Notes

1. Joint Lead Managers transacting with the Issuer

Certain of the Joint Lead Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services to the Issuer and its affiliates in the ordinary course of business.

1. Expenses

The estimated total expenses related to the admission of trading of the Notes is £2,700.

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. 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.

ISSUER

Sydbank A/S CVR No DK 1262 6509 Peberlyk 4 PO Box 1038 DK 6200 Aabenraa Denmark

JOINT LEAD MANAGERS

J.P. Morgan Securities plc

25 Bank Street Canary Wharf London E14 5JP United Kingdom

The Bank of New York Mellon

One Canada Square 40th Floor London E14 5AL United Kingdom

Nykredit Bank A/S Kalvebod Brygge 47 DK-1780 Copenhagen V Denmark

PRINCIPAL PAYING AGENT OTHER PAYING AGENT and TRANSFER AGENT

The Bank of New York Mellon

(Luxembourg) S.A. Vertigo Building-Polaris 2-4 rue Euge`ne Ruppert L-2453 Luxembourg Luxembourg

LEGAL ADVISERS

Allen & Overy LLP

One Bishops Square London E1 6AD United Kingdom

To the Joint Lead Managers as to English To the Joint Lead Managers as to Danish law

Gorrissen Federspiel 12 H.C Andersens Boulevard 1553 Copenhagen Denmark

AUDITORS

Ernst & Young P/S Godkendt Revisionspartnerselskab Skibbroen 16 DK-6200 Aabenraa Denmark