Obligation Jydsk Bank 6% ( XS0212590557 ) en EUR

Jydsk Bank

100 % ▲

Danemark

XS0212590557 ( en EUR )

6% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Jyske Bank XS0212590557 en EUR 6%, échéance Perpétuelle

16/03/2026 ( Dans 16 jours )

L'Obligation émise par Jydsk Bank ( Danemark ) , en EUR, avec le code ISIN XS0212590557, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

Offering Circular
Jyske Bank A/S
2C1
(Incorporated as a public limited company in Denmark)
2B10
100,000,000
2B3
2B4
Perpetual Capped Fixed/Floating Rate Capital Securities
2B5
Issue Price 100 per cent.
Application has been made to list the Capital Securities on the Luxembourg Stock Exchange and the Official List of
2B1
the Irish Stock Exchange Limited. A copy of this document which comprises listing particulars with regard to the issue of the
2B11
Capital Securities has, in accordance with Regulation 13 of the Irish European Communities (Stock Exchange) Regulations
(as amended) of Ireland, been delivered to the Registrar of Companies in Ireland.
2B6
Interest on the Capital Securities is payable in arrear on 16 March 2006 and thereafter shall be payable semi-annually
2B7
in arrear on the Interest Payment Dates falling on or nearest to 16 March and 16 September in each year from and including
16 September 2006. 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 1 Capital of Jyske Bank A/S (the "Issuer") in accordance with the
Danish Financial Business Act (Consolidated Act No. 90 of 3 February 2005) 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 1 Capital instruments and other capital instruments
expressed to rank pari passu with Hybrid Tier 1 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 (i) the Issuer
does not satisfy the capital adequacy requirements of the Danish Financial Business Act or (ii) the amount of Tier 1 Capital of
the Issuer as recorded in the most recent published consolidated financial statements (annual or interim) of the Issuer is less
than 5 per cent. of the risk-weighted assets of the Issuer, calculated in accordance with 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 1
Capital instruments and other capital instruments expressed to rank pari passu with Hybrid Tier 1 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
2B8
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").
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
2B18
Capital Security"), without interest coupons, which will be deposited with a common depositary on behalf of Clearstream
2B25
Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. as operator of the Euroclear system
("Euroclear") on or about 16 March 2005. The Temporary Global Capital Security will be exchangeable for interests in a
2B4
global Capital Security (the "Global Capital Security"), without interest coupons, on or after a date which is expected to be
26 April 2005 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 1,000 in the circumstances set out in it. See "Summary of
Provisions relating to the Capital Securities while in Global Form".
Nomura International
J&E Davy
10 March 2005

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 100,000,000 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. To the best
of the knowledge and belief of the Issuer, the information contained in this Offering Circular is in
accordance with the facts and does not omit anything likely to affect the import of such information.
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.
All references in this document to "Danish kroner" and "DKK" are to the lawful currency of the
Kingdom of Denmark and those to "euro" or "" 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, Nomura International plc 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
Nomura International plc 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 after a limited period.
This Offering Circular may only be used for the purposes for which it has been published.
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 2004 Financial Statements of Jyske Bank A/S and the Group ............
57
Taxation ........................................................................................................................................
59
Subscription and Sale....................................................................................................................
60
General Information......................................................................................................................
62
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 31 December 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.
The documents incorporated herein by reference do not form part of the listing particulars in respect
of the application for the Capital Securities to be admitted to listing on the Irish Stock Exchange Limited.
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:
100,000,000 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:
16 March 2005.
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 16 March 2006 at the
rate of 6 per cent. per annum payable in arrear on 16 March 2006,
and thereafter at the rate of EUR CMS10 + 0.15 per cent. per annum
payable semi-annually in arrear on each Interest Payment Date,
provided that in no event shall the Rate of Interest exceed 8 per cent.
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 16 March 2006 and
thereafter the Interest Payment Dates will fall on 16 March and
16 September in each year from and including 16 September 2006,
each subject (with the exception of the first Interest Payment Date)
to adjustment in accordance with the modified following adjusted
business day convention.
Initial Call Date:
16 September 2015.
Status:
The Capital Securities constitute Hybrid Tier 1 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 1
Capital instruments and other capital instruments expressed to rank
5

pari passu with Hybrid Tier 1 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.
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 1 Capital
instruments and other capital instruments expressed to be ranking
pari passu with Hybrid Tier 1 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 (i) the Issuer does not satisfy the
solvency requirements of the Danish Financial Business Act or (ii)
the amount of Tier 1 Capital of the Issuer as recorded in the most
recent published consolidated financial statements (annual or
interim) of the Issuer is less than 5 per cent. of the risk-weighted
assets of the Issuer, calculated in accordance with the Danish
Financial Business Act. See "Terms and Conditions of the Capital
Securities--Interest--Optional Deferral of Interest".
Accrual of interest will cease with effect from the date of approval
Mandatory Interest Deferral
of the relevant annual audited accounts if the Issuer has no
and Interest Cancellation:
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
6

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 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 1 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 securities; (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 accordance
Principal and Unpaid Interest:
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 interest accrued since the commencement
of the relevant Interest Period on a pro rata basis with all the
Issuer's other outstanding Hybrid Tier 1 Capital instruments and
other capital instruments expressed to rank pari passu with Hybrid
Tier 1 Capital. See "Terms and Conditions of the Capital
7

Securities--Reduction of Amounts of Principal and Unpaid
Interest".
The Capital Securities may be redeemed in whole but not in part by
Redemption at the option of
the Issuer at its option on the Initial Call Date or on any Interest
the Issuer:
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 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 10 March
2005 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
8

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".
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 2B18
1,000 each with Coupons and one Talon attached on issue.
The Capital Securities will be represented initially by the 2B13
Temporary Global Capital Security without interest coupons which 2B25
is to be deposited with a common depositary on behalf of Euroclear
and Clearstream, Luxembourg, on 16 March 2005. 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 26 April 2005 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 1,000 only in the
limited circumstances set out therein. See "Summary of Provisions
Relating to the Capital Securities while in Global Form".
Denomination:
1,000.
2B4
Listing:
Luxembourg and Ireland.
Trustee:
J.P. Morgan Corporate Trustee Services Limited.
2B15
Governing Law:
The Capital Securities will be governed by, and construed in 2B17
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:
XS0212590557.
Common Code:
021259055.
Use of Proceeds:
The net proceeds of the issue of the Capital Securities, expected to 2B20
amount to approximately 98,000,000, 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 constitutes Hybrid Tier 1 Capital of the Issuer in accordance with the Danish
Financial Business Act (Consolidated Act No. 90 of 3 February 2005), 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 (i) the Issuer does not satisfy the
solvency requirements of the Danish Financial Business Act or (ii) the amount of Tier 1 Capital of the
Issuer as recorded in the most recent published consolidated financial statements (annual or interim)
of the Issuer is less than 5 per cent. of the risk-weighted assets of the Issuer, calculated in accordance
with the Danish Financial Business Act, and will not receive interest payments in the absence of
sufficient Available Free Reserves.
If (i) the Issuer does not satisfy the solvency requirements of the Danish Financial Business Act or (ii)
the amount of Tier 1 Capital of the Issuer as recorded in the most recent published consolidated financial
statements (annual or interim) of the Issuer is less than 5 per cent. of the risk-weighted assets of the Issuer,
calculated in accordance with 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 earliest of (A) the date on which (i) the Issuer next satisfies the solvency requirements
of the Danish Financial Business Act and (ii) there are published consolidated financial statements (annual
or interim) of the Issuer in which the amount of Tier 1 Capital recorded is equal to or greater than 5 per cent.
of the risk-weighted assets of the Issuer, calculated in accordance with the Danish Financial Business Act;
(B) 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
(C) 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 31 December 2004, the Available Free
Reserves of the Issuer amounted to DKK 5,937,443,865.
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 2B26
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
10