Obbligazione Jydsk Bank 6% ( XS0194983366 ) in EUR

Jydsk Bank

100 EUR ⇌

Danimarca

XS0194983366 ( in EUR )

6% per anno ( pagato 2 volte l'anno)

perpetue

Prospetto opuscolo dell'obbligazione Jyske Bank XS0194983366 en EUR 6%, scadenza perpetue

1 000 EUR

125 000 000 EUR

05/07/2026 ( In 127 giorni )

Jyske Bank è una banca retail danese con una forte presenza in Scandinavia e una crescente attività internazionale, focalizzata su servizi di investimento e finanziamento per privati e aziende.

The Obbligazione issued by Jydsk Bank ( Denmark ) , in EUR, with the ISIN code XS0194983366, pays a coupon of 6% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is perpetue

Offering Circular
Jyske Bank A/S
(Incorporated as a public limited company in Denmark)
5125,000,000
Perpetual Capped Fixed/Floating Rate Capital Securities
Issue Price 100%
Application has been made to list the Capital Securities on the Luxembourg Stock Exchange and on the Official Segment of
the stock market of Euronext Amsterdam N.V. ("Euronext Amsterdam").
Interest on the Capital Securities is payable in arrear on 5th July 2005 and thereafter shall be payable semi-annually in
arrear on the Interest Payment Dates falling on or nearest to 5th January and 5th July in each year. Payments on the Capital
Securities will be made without deduction for or on account of taxes of the Kingdom of Denmark to the extent described
under "Terms and Conditions of the Capital Securities Taxation".
The Capital Securities will constitute Hybrid Tier I Capital of the Issuer in accordance with the Danish Financial Business Act
(Consolidated Act No. 1268 of 19th December 2003) as amended. The Capital Securities will constitute unsecured,
subordinated debt obligations of the Issuer and shall at all times rank pari passu without preference among
themselves and with other Hybrid Tier I Capital instruments and other capital instruments expressed to rank pari
passu with Hybrid Tier I Capital. The Capital Securities will at all times rank in priority to holders of any class of share
capital of the Issuer, both as regards the right to receive periodic payments and the right to receive repayment of capital on
a bankruptcy or liquidation of the Issuer. See "Terms and Conditions of the Capital Securities Status and Subordination".
The Issuer will have the right to defer the payment of interest on the Capital Securities in the event that the Issuer does not
satisfy the capital adequacy requirements of the Danish Financial Business Act. Any interest not paid pursuant to this
provision will itself accrue interest. See "Terms and Conditions of the Capital Securities Interest Optional Deferral of
Interest". Accrual of interest on the Capital Securities will cease with effect from the date of approval of the relevant annual
audited accounts if the Issuer has no Available Free Reserves. See "Terms and Conditions of the Capital Securities Interest
Mandatory Deferral of Interest and Interest Cancellation". In addition, in certain circumstances, the shareholders of the
Issuer, by a resolution passed at a general meeting duly convened in accordance with Danish law and the Issuer's Articles of
Association, may resolve to reduce and cancel, pro rata, part or all of the outstanding principal amount of each of the
Capital Securities and any Arrears of Interest thereon together with all corresponding Additional Interest Amounts and any
accrued interest on a pro rata basis with all the Issuer's other outstanding Hybrid Tier I Capital instruments and other capital
instruments expressed to rank pari passu with Hybrid Tier I Capital. See "Terms and Conditions of the Capital Securities
Reduction of Amounts of Principal and Unpaid Interest".
The Capital Securities have no stated maturity. The principal amount of the Capital Securities will only be payable in the
event of a bankruptcy or liquidation of the Issuer or upon a redemption of the Capital Securities by the Issuer.
The Capital Securities may be redeemed by the Issuer at its option on the Initial Call Date or on any Interest Payment Date
thereafter at their principal amount together with accrued interest, provided that, in either such case, the Danish Financial
Supervisory Authority (Finanstilsynet) ("DFSA") has given its prior approval to such redemption. See "Terms and Conditions
of the Capital Securities Redemption and Repurchase Redemption at the option of the Issuer". The Issuer will have the
right, subject to the prior approval of the DFSA, upon the occurrence of a Tax Event or Capital Event, to redeem the Capital
Securities. See "Terms and Conditions of the Capital Securities Redemption and Repurchase Redemption for taxation
reasons and Capital Event Redemption".
On the date of issuance, it is anticipated that the Capital Securities will be rated "A3" by Moody's Investors Service
("Moody's") and "A" by Fitch Ratings.
See "Investment Considerations" on page 10 of this Offering Circular for certain matters that should be
considered by prospective investors.
The Capital Securities will initially be represented by a temporary global Capital Security (the "Temporary Global Capital
Security"), without interest coupons, which will be deposited with a common depositary on behalf of Clearstream Banking,
société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. as operator of the Euroclear system
("Euroclear") on or about 5th July 2004. The Temporary Global Capital Security will be exchangeable for interests in a
global Capital Security (the "Global Capital Security"), without interest coupons, on or after a date which is expected to be
16th August 2004 upon certification as to non-U.S. beneficial ownership. The Global Capital Security will be exchangeable
for definitive Capital Securities in bearer form in the denomination of 11,000 in the circumstances set out in it. See
"Summary of Provisions relating to the Capital Securities while in Global Form".
JPMorgan
Rabobank International
ING Financial Markets
30th June 2004

Jyske Bank A/S (the "Issuer") having made all reasonable enquiries confirms that this document
contains all information with respect to the Issuer, the Issuer and its subsidiaries and affiliates
taken as a whole (the "Group") and the 2125,000,000 Perpetual Capped Fixed/Floating Rate
Capital Securities (the "Capital Securities") which is material in the context of the issue and
offering of the Capital Securities, the statements contained in it relating to the Issuer and the
Group are in every material particular true and accurate and not misleading, the opinions and
intentions expressed in this document with regard to the Issuer and the Group are honestly
held, have been reached after considering all relevant circumstances and are based on
reasonable assumptions, there are no other facts in relation to the Issuer, the Group or the
Capital Securities the omission of which would, in the context of the issue and offering of the
Capital Securities, make any statement in this document misleading in any material respect and
all reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the
accuracy of all such information and statements. The Issuer accepts responsibility for the
information contained in this Offering Circular accordingly.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the
Issuer or the Managers (as defined in "Subscription and Sale" below) to subscribe or purchase,
any of the Capital Securities. The distribution of this Offering Circular and the offering of the
Capital Securities in certain jurisdictions may be restricted by law. Persons into whose
possession this Offering Circular comes are required by the Issuer and the Managers to inform
themselves about and to observe any such restrictions. For a description of certain further
restrictions on offers and sales of Capital Securities and distribution of this Offering Circular see
"Subscription and Sale" below.
No person is authorised to give any information or to make any representation not contained in
this Offering Circular and any information or representation not so contained must not be
relied upon as having been authorised by or on behalf of the Issuer or the Managers. The
delivery of this Offering Circular at any time does not imply that the information contained in it
is correct as at any time subsequent to its date.
The Capital Securities have not been and will not be registered under the U.S. Securities Act of
1933 (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain
exceptions, Capital Securities may not be offered, sold or delivered within the United States or
to U.S. persons.
This Offering Circular constitutes a prospectus for the purposes of the listing and issuing rules
of Euronext Amsterdam and has also been prepared for the purposes of the application to list
the Capital Securities on the Luxembourg Stock Exchange.
All references in this document to "Danish kroner", "Kr" and "DKK" are to the lawful currency
of the Kingdom of Denmark and those to "euro" or "2" are to the currency introduced at the
start of the third stage of European economic and monetary union pursuant to the Treaty
establishing the European Union (as amended from time to time).
In connection with this issue, J.P. Morgan Securities Ltd. or any person acting for it may
over-allot or effect transactions with a view to supporting the market price of the
Capital Securities at a level higher than that which might otherwise prevail for a
limited period. However, there may be no obligation on J.P. Morgan Securities Ltd. or
any of its agents to do this. Such stabilising, if commenced, may be discontinued at any
time, and must be brought to an end 30 days after the Closing Date. Stabilisation
transactions conducted on Euronext Amsterdam must be conducted by a member of
Euronext Amsterdam and must be conducted in accordance with all applicable rules
and regulations, including those of Euronext Amsterdam and article 32 of the "Further
regulation on the supervision of the securities trade 2002" (Nadere regeling
gedragstoezicht 2002).
2

Table of Contents
Page
Incorporation by Reference........................................................................................
4
Summary of the Terms and Conditions of the Capital Securities ................................
5
Investment Considerations ........................................................................................
10
Terms and Conditions of the Capital Securities ..........................................................
13
Use of Proceeds ........................................................................................................
26
Summary of Provisions relating to the Capital Securities while in Global Form ..........
27
Description of Jyske Bank A/S and the Group ............................................................
29
Capitalisation and Indebtedness of Jyske Bank A/S and the Group ............................
53
Financial Statements of Jyske Bank A/S and the Group ..............................................
54
Auditors' Report on the 2003 Financial Statements of Jyske Bank A/S and
the Group..............................................................................................................
58
Taxation ....................................................................................................................
60
Subscription and Sale ................................................................................................
63
General Information ..................................................................................................
65
3

Incorporation by Reference
The audited consolidated and non-consolidated accounts of the Issuer which are contained in
the Annual Report of the Issuer for the year ended 31st December 2003, the unaudited interim
consolidated accounts of the Issuer for the three months ended 31st March 2004 and the
Articles of Association of the Issuer are incorporated by reference in this Offering Circular.
Copies of those documents are available free of charge at the specified office of each of the
Paying Agents as described in "General Information" below.
4

Summary of the Terms and Conditions of the Capital Securities
The following summary does not purport to be complete and is taken from, and is qualified in
its entirety by, the remainder of this document and, in particular, "Terms and Conditions of the
Capital Securities" below. Words and expressions defined in "Terms and Conditions of the
Capital Securities" below shall have the same meanings in this summary.
Issuer:
Jyske Bank A/S
Capital Securities:
1125,000,000 Perpetual Capped Fixed/Floating Rate Capital
Securities.
The Offering:
The Capital Securities are being offered by the Managers
outside the United States in compliance with Regulation S
under the Securities Act.
Closing Date:
5th July 2004.
Maturity:
The Capital Securities have no stated maturity. The principal
amount of the Capital Securities will only be payable in the
event of a bankruptcy or liquidation of the Issuer or upon a
redemption of the Capital Securities by the Issuer.
Interest:
Subject to Condition 4(g) ("Optional Deferral of Interest")
and Condition 4(h) ("Mandatory Deferral of Interest and
Interest Cancellation"), the Capital Securities will bear
interest from and including the Closing Date to but
excluding 5th July 2005 at the rate of 6% per annum
payable in arrear on 5th July 2005, and thereafter at the rate
of EUR CMS10 + 0.15% per annum payable semi-annually
in arrear on each Interest Payment Date. In no event shall
the Rate of Interest exceed 9% per annum.
"EUR CMS10" means the 10-year mid swap rate in euro
(Annual, 30/360) versus 6 month EURIBOR (Actual/360)
which appears on the display designated as "ISDAFIX2"
under the heading "EURIBOR BASIS- 11.00 AM
FRANKFURT" on the Reuter Monitor Money Rates Service (or
such other page or service as may replace it for the purpose
of displaying such rates) as at 11:00 am Frankfurt time on
the relevant Interest Determination Date.
Interest Payment Dates:
The first Interest Payment Date will be 5th July 2005 and
thereafter the Interest Payment Dates will fall on 5th January
and 5th July in each year, subject (with the exception of the
first Interest Payment Date) to adjustment in accordance
with the modified following adjusted business day
convention.
Status:
The Capital Securities constitute Hybrid Tier I Capital of the
Issuer in accordance with Section 132 of the Danish Financial
Business Act.
The Capital Securities constitute unsecured, subordinated
debt obligations of the Issuer and shall at all times rank pari
passu without preference among themselves and with other
Hybrid Tier I Capital instruments and other capital
instruments expressed to rank pari passu with Hybrid Tier I
Capital. The Capital Securities will at all times rank in priority
to holders of any class of share capital of the Issuer, both as
regards the right to receive periodic payments and the right
5

to receive repayment of capital on a bankruptcy or
liquidation of the Issuer.
Subordination:
In the event of the bankruptcy or liquidation of the Issuer by
way of public administration or otherwise, the rights of the
Holders to payments of the original principal amount of the
Capital Securities and any other amounts including interest
due in respect of the Capital Securities shall rank pari passu
without any preference among the Holders and pari passu
with other Hybrid Tier I Capital instruments and other capital
instruments expressed to be ranking pari passu with Hybrid
Tier I Capital.
The Capital Securities will rank senior in priority to payments
to holders of all classes of share capital of the Issuer, and
junior as regards the right of payment to the payment of any
present or future claims of (a) depositors of the Issuer, (b)
other unsubordinated creditors of the Issuer and (c)
subordinated creditors of the Issuer other than creditors with
respect to any securities expressly stated to rank pari passu
with or junior to the Capital Securities.
Optional Interest Deferral:
The Issuer will have the right to defer the payment of
interest on the Capital Securities in the event that the Issuer
does not satisfy the solvency requirements of the Danish
Financial Business Act. See "Terms and Conditions of the
Capital Securities--Interest--Optional Deferral of Interest".
Mandatory Interest Deferral
Accrual of interest will cease with effect from the date of
and Interest Cancellation:
approval of the relevant annual audited accounts if the Issuer
has no Available Free Reserves. Accordingly, in the event that
the amount of the next Interest Payment will exceed the
Available Free Reserves, such payment will be reduced to the
amount of such Available Free Reserves, or, if there are no
Available Free Reserves, to zero. Interest which has accrued
in any Interest Period prior to the date of approval of the
relevant accounts, to the extent that the amount of interest
accrued as at the date of approval of the relevant accounts
exceeds the amount of the Available Free Reserves, shall be
deferred and shall constitute Arrears of Interest. Where
interest has ceased to accrue and subsequent annual audited
accounts disclose Available Free Reserves, accrual of interest
will recommence, provided, however, that the amount of the
first payment due after the date of such accounts will be
restricted to the amount accrued from the date of those
accounts to the relevant Interest Payment Date.
In the event that less than full payment is to be made on any
Interest Payment Date, the amount to be paid to any holder
of the Capital Securities will represent a pro rata share of the
full amount available for payment, calculated by reference to
the principal amount of the relevant holding as a proportion
of the total principal amount of Capital Securities plus the
principal amount of any pari passu ranking capital
instruments outstanding.
Any interest payment or part thereof which has not been
made in accordance with these provisions will, to the extent
such interest payment or part thereof has not been deferred
in accordance with these provisions, be cancelled and will
not fall due at any time thereafter. The Issuer shall give
6

notice to the Holders of any applicable loss or deferral of
interest payment as applicable.
"Available Free Reserves" in respect of any fiscal year means
the amount of profits transferred to (and remaining in)
reserves in respect of previous fiscal years and the amount of
profit transferred to reserves in respect of the relevant fiscal
year and any other reserves available for distribution as
dividends in respect of the relevant fiscal year, all as disclosed
in the Issuer's most recent audited annual financial accounts,
prepared in accordance with Danish law, as reduced by any
payments already made out of free reserves since the date of
such accounts by reference to free reserves disclosed therein.
Dividend Suspension:
The Issuer shall not declare, pay or make any dividend or
other distribution on any class of its share capital nor shall
the Issuer redeem, repurchase or otherwise acquire: (i) any of
its share capital; (ii) any pari passu ranking Tier I Securities;
or (iii) any obligations of the Issuer expressed to rank pari
passu with or junior to the Capital Securities, until (subject to
reduction or elimination as described in "Terms and
Conditions of the Capital Securities--Reduction of Amounts
of Principal and Unpaid Interest"), as the case may be, either
all Arrears of Interest (together with all corresponding
Additional Interest Amounts) have been paid in full and/or
full interest payments are resumed following interest
cancellation (in accordance with "Terms and Conditions of
the Capital Securities--Mandatory Deferral of Interest and
Interest Cancellation"), and have been paid for any two
consecutive Interest Periods. Notwithstanding this restriction,
the Issuer may take such actions (a) in connection with
transactions effected by or for the account of customers of
the Issuer in connection with distribution, trading or market
making in respect of those; (b) in connection with the
satisfaction by the Issuer of its obligations under any existing
or future employee benefit plans or similar arrangements
with or for the benefit of employees, officers, directors or
consultants of the Issuer or any of its Subsidiaries; or (c)
otherwise as required by law.
In certain circumstances, the shareholders of the Issuer, by a
Reduction of Amounts of
resolution passed at a general meeting duly convened in
Principal and Unpaid
accordance with Danish law and the Issuer's Articles of
Interest:
Association, may resolve to reduce and cancel, pro rata, part
or all of the outstanding principal amount of each of the
Capital Securities and any Arrears of Interest thereon
together with all corresponding Additional Interest Amounts
and any interest accrued since the commencement of the
relevant Interest Period on a pro rata basis with all the
Issuer's other outstanding Hybrid Tier I Capital instruments
and other capital instruments expressed to rank pari passu
with Hybrid Tier I Capital. See "Terms and Conditions of the
Capital Securities Reduction of Amounts of Principal and
Unpaid Interest".
The Capital Securities may be redeemed in whole but not in
Redemption at the
part by the Issuer at its option on the Initial Call Date or on
option of the Issuer:
any Interest Payment Date thereafter at their principal
amount together with accrued interest to the date fixed for
redemption and any Arrears of Interest together with all
7

corresponding Additional Interest Amounts (the "Early
Redemption Amount"), provided that, in each such case, the
Danish Financial Supervisory Authority (Finanstilsynet)
("DFSA") has given its prior approval to such redemption.
See "Terms and Conditions of the Capital Securities
Redemption and Repurchase Redemption at the option of
the Issuer".
Redemption for tax reasons:
The Issuer may (subject to the prior approval of the DFSA),
on giving not more than 60 nor less than 30 days'
irrevocable notice to the Trustee and to the Holders, redeem
all (but not some only) of the Capital Securities at the Early
Redemption Amount at any time, if, as a result of: (i) any
amendment to or change (including any announced
prospective change) in, the laws or treaties (or any
regulations thereunder) of the Kingdom of Denmark
affecting taxation, or (ii) any amendment to or change in the
official position or the interpretation of any such laws,
treaties, or regulations, by any legislative body, court,
governmental authority or regulatory body, which
amendment or change occurs on or after 30th June 2004
the Issuer satisfies the Trustee immediately prior to the giving
of such notice that there is more than an insubstantial risk
that: (a) the Issuer is, or will be, subject to more than a de
minimis amount of taxes, duties, assessments or other
governmental charges of whatever nature or civil liabilities
with respect to the Capital Securities, (b) the Issuer's
treatment of items of expense with respect to the Capital
Securities as deductible interest expense for Danish tax
purposes as reflected on the tax returns (including estimated
returns) filed (or to be filed) by the Issuer will not be
respected by a taxing authority, which subjects the Issuer to
more than a de minimis amount of additional taxes, duties
or other governmental charges, or (c) the Issuer would be
required to pay Additional Amounts in accordance with
"Terms and Conditions of the Capital Securities--Taxation".
Capital Event Redemption:
Subject to the prior approval of the DFSA, the Issuer may, at
any time, on giving not more than 60 nor less than 30 days'
irrevocable notice to the Holders and the Trustee, redeem all,
but not some only, of the Capital Securities at the Early
Redemption Amount.
Taxation:
All payments in respect of the Capital Securities and
Coupons by the Issuer shall be made without withholding or
deduction for, or on account of, any Taxes imposed or levied
by or on behalf of the Kingdom of Denmark, or any political
sub-division of, or any authority in, or of, the Kingdom of
Denmark having power to tax, unless the withholding or
deduction of the Taxes is required by law. In that event, the
Issuer will, subject to Condition 4(h), pay such Additional
Amounts as may be necessary in order that the net amounts
received by the Holders and Couponholders after such
withholding or deduction shall equal the respective amounts
which would have been receivable in respect of the Capital
Securities or, as the case may be, Coupons in the absence of
the withholding or deduction; except that no Additional
Amounts shall be payable in certain situations described
under "Terms and Conditions of the Capital Securities--
Taxation".
8

Events of Default:
For a description of certain events that will permit
acceleration of the Capital Securities, see "Terms and
Conditions of the Capital Securities--Events of Default".
Form:
The Capital Securities will be in bearer form in the
denomination of 11,000 each with Coupons and one Talon
attached on issue.
The Capital Securities will be represented initially by the
Temporary Global Capital Security without interest coupons
which is to be deposited with a common depositary on
behalf of Euroclear and Clearstream, Luxembourg, on 5th
July 2004. Interests in the Temporary Global Capital Security
will be exchangeable for interests in the Global Capital
Security without interest coupons or talons on or after a
date which is expected to be 16th August 2004 upon
certification as to non-US beneficial ownership. The Global
Capital Security will be exchangeable for definitive Capital
Securities in bearer from in the denomination of 11,000 only
in the limited circumstances set out therein. See "Summary
of Provisions Relating to the Capital Securities while in
Global Form".
Denomination:
11,000.
Listing:
Luxembourg and Euronext Amsterdam.
Trustee:
J.P. Morgan Corporate Trustee Services Limited.
Governing Law:
The Capital Securities will be governed by, and construed in
accordance with, English law, save for the provisions of
Conditions 2, 3, 4(g), 4(h), 4(i), 5(b), 5(c), 5(d) and Condition
8.
ISIN:
XS0194983366.
Common Code:
019498336.
Amsterdam Security Code:
45658.
Use of Proceeds:
The net proceeds of the issue of the Capital Securities,
expected to amount to approximately 1122,500,000, will be
used to refinance existing capital and for general corporate
purposes.
9

Investment Considerations
In making an investment decision, potential investors should carefully consider the merits and
risks of an investment in the Capital Securities. In particular, potential investors should be aware
of the following:
If the Issuer's financial condition were to deteriorate materially, holders of Capital
Securities could lose all or part of their investment.
The Capital Securities are Hybrid Tier I Capital of the Issuer in accordance with the Danish
Financial Business Act (Consolidated Act No. 1268 of 19th December 2003), as amended. The
Capital Securities are unsecured, deeply subordinated obligations of the Issuer and are currently
the most junior debt instruments of the Issuer, ranking behind claims of depositors of the Issuer,
other unsubordinated creditors of the Issuer and subordinated creditors of the Issuer, other than
creditors with respect to any capital securities expressly stated to rank pari passu with or junior
to the Capital Securities. The Capital Securities currently rank in priority only to all classes of
share capital of the Issuer.
Consequently, if the Issuer's financial condition were to deteriorate materially, holders of the
Capital Securities could suffer direct and materially adverse consequences, including suspension
of non-cumulative interest payments and reduction and cancellation of all or a portion of any
outstanding principal amount of each of the Capital Securities and any unpaid interest payable
thereon. In such event, the holders of the Capital Securities could lose their entire investment.
Holders of Capital Securities may not receive interest payments if the Issuer does not
satisfy the solvency requirements of the Danish Financial Business Act and will not
receive interest payments in the absence of sufficient Available Free Reserves.
If the Issuer does not satisfy the solvency requirements of the Danish Financial Business Act, the
Issuer may elect not to make interest payments that would otherwise be payable. Any interest
on the Capital Securities so deferred will constitute Arrears of Interest. Interest will accrue on
the amount of Arrears of Interest at the rate of interest applicable to the Capital Securities.
Arrears of Interest (together with interest thereon) shall become due and payable in full (except
to the extent reduced or eliminated by resolution of the Issuer's shareholders under certain
circumstances) on the earlier of (i) the date on which the Issuer next satisfies the solvency
requirements of the Danish Financial Business Act; (ii) the date on which the then outstanding
principal amount of the Capital Securities is redeemed according to the Optional Redemption,
Redemption for taxation reasons or Capital Event Redemption provisions; or (iii) the bankruptcy
or liquidation of the Issuer.
In addition the Issuer will make only partial or no interest payments during any interest period
where there are not sufficient Available Free Reserves. The right of holders of the Capital
Securities to receive accrued but unpaid interest in respect of any such periods will be lost. The
Issuer will have no obligation to make such payments of unpaid interest or to pay interest
thereon. As of 31st December 2003, the Available Free Reserves of the Issuer amounted to DKK
5,936,372,000.
Outstanding Principal and Unpaid Interest may be reduced by resolution of the Issuer's
shareholders if certain conditions occur and holders of Capital Securities could lose all
or part of their investment.
In the event that (i) the share capital and reserves of the Issuer have been reduced to zero; (ii)
the shareholders of the Issuer by extraordinary resolution passed at a duly convened general
meeting have resolved that the value of each of the outstanding shares representing the share
capital of the Issuer be reduced to zero; and (iii) following the resolution referred to in (ii)
above, either (a) sufficient share and/or other capital of the Issuer is subscribed or contributed
so as to enable the Issuer, following any such reduction of the outstanding principal amount of
the Capital Securities and any Arrears of Interest thereon, to comply with the solvency
requirements of the Danish Financial Business Act; or (b) the Issuer ceases to carry on its
10