Obligation Nykredit Bank AS 2.4% ( XS0784439795 ) en EUR

Nykredit Bank AS

100 % ▼

Danemark

XS0784439795 ( en EUR )

2.4% par an ( paiement annuel )

21/05/2015 - Obligation échue

Prospectus brochure de l'obligation NYKREDIT BANK A/S XS0784439795 en EUR 2.4%, échue

Nykredit Bank A/S est une banque danoise offrant des services financiers aux particuliers et aux entreprises, notamment des prêts hypothécaires, des services de gestion de patrimoine et des solutions de financement d'entreprise.

L'Obligation émise par Nykredit Bank AS ( Danemark ) , en EUR, avec le code ISIN XS0784439795, paye un coupon de 2.4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 21/05/2015

Prospectus dated 27 May 2016

Nykredit Bank A/S
(incorporated as a public limited company in Denmark with CVR no. 10519608)
5,000,000,000
Euro Medium Term Note Programme
Under the Euro Medium Term Note Programme described in this Prospectus (the "Programme"), Nykredit Bank A/S (the "Issuer"), subject to compliance with all relevant
laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes"). The aggregate nominal amount of Notes outstanding will not at any
time exceed 5,000,000,000 (or the equivalent in other currencies).
This Base Prospectus (the "Prospectus") has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority
under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities, for the approval of this Prospectus as a base prospectus for the purposes of Article 5.4
of the Prospectus Directive (as defined below). By approving this Prospectus, the CSSF does not give any undertaking as to the economical and financial soundness of the
operation or the quality or solvency of the Issuer in line with the provisions of article 7(7) of the Luxembourg Act dated July 10, 2005 (as amended) relating to prospectuses
for securities (loi relative aux prospectus pour valeurs mobilières). In addition, application has been made to the Luxembourg Stock Exchange for the Notes issued under
the Programme to be admitted to the official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock
Exchange's regulated market. Such application does not extend to money market instruments (as defined in the Prospectus Directive) having a maturity of less than one
year. References in this Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to the Official List and admitted to
trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive
2004/39/EC of the European Parliament and of the Council on markets in financial instruments. However, unlisted Notes may be issued pursuant to the Programme. The
relevant Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Luxembourg Stock Exchange (or any other stock
exchange).
Each Series (as defined in "General Description of the Programme Method of Issue") of Notes in bearer form will be represented on issue by a temporary global note in
bearer form (each a "temporary Global Note") or a permanent global note in bearer form (each a "permanent Global Note"). If the relevant Global Note(s) are stated in the
applicable Final Terms to be issued in new global note ("NGN") form the relevant Global Note(s) will be delivered on or prior to the original issue date of the relevant
Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg").
Notes in registered form will be represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of
Registered Notes of one Series. Registered Notes issued in global form will be represented by registered global certificates ("Global Certificates"). If a Global Certificate is
held under the New Safekeeping Structure (the "NSS") the Global Certificate will be delivered on or prior to the original issue date of the relevant Tranche to a Common
Safekeeper for Euroclear and Clearstream, Luxembourg. Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs") and Global Certificates
which are not held under the NSS will be deposited on the issue date of the relevant Tranche with a common depositary on behalf of Euroclear and Clearstream,
Luxembourg and/or any other agreed clearing system and/or if so specified in the applicable Final Terms (the "Common Depositary").
Each temporary Global Note will be exchangeable, as specified in the applicable Final Terms, for either a permanent Global Note or Notes in definitive form, in each case
upon certification as to non-US beneficial ownership as required by US Treasury regulations. A permanent Global Note will be exchangeable for definitive Notes in limited
circumstances, all as further described in "Summary of Provisions relating to the Notes while in Global Form" herein. If so specified in the applicable Final Terms, Notes
may also be issued in uncertificated book entry form, cleared through VP SECURITIES A/S (the "VP") or VP LUX S.à r.l., a Luxembourg central securities depository
("VP Lux") (together, the "VP Notes").
Notes issued under the Programme are expected to be rated A (long-term Issuer Default Rating) and F1 (short-term Issuer Default Rating) by Fitch Ratings Limited
("Fitch") and A (Senior Unsecured Debt with a Maturity of More Than 1 Year) and A-1 (Senior Unsecured Debt with a Maturity of Less Than 1 Year) by Standard and
Poor's Credit Market Services Europe Limited ("S&P"). Fitch and S&P are established in the European Union and registered under Regulation (EC) No 1060/2009 (the
"CRA Regulation"). Further information relating to the registration of rating agencies under the CRA Regulation can be found on the website of the European Securities and
Markets Authority. Tranches of Notes (as defined in "General Description of the Programme Method of Issue") to be issued under the Programme will be rated or unrated.
Where a Tranche of Notes is to be rated, the applicable rating(s) will be specified in the relevant Final Terms. Whether or not a rating in relation to any Tranche of Notes
will be treated as having been issued by a credit rating agency established in the European Union and registered under CRA Regulation will be specified in the relevant Final
Terms. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning
rating agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
Arranger for the Programme
The Royal Bank of Scotland
Dealers
BNP PARIBAS
Deutsche Bank
J.P. Morgan
Nykredit Bank A/S
The Royal Bank of Scotland
UBS Investment Bank

This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and
for the purpose of giving information with regard to the Issuer, the Issuer and its subsidiaries and affiliates
taken as a whole (the "Group" or the "Nykredit Bank Group") and the Notes which, according to the
particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer.
The Issuer accepts responsibility for the information contained in this Prospectus and the Final Terms for
each Tranche of Notes issued under the Programme. 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 Prospectus is in
accordance with the facts and does not omit anything likely to affect the import of such information.
This Prospectus has been prepared on the basis that any offer of Notes in any Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be
made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member
State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or
intending to make an offer in that Relevant Member State of Notes which are the subject of an offering
contemplated in this Prospectus as completed by final terms in relation to the offer of those Notes may only do
so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised,
nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the
Issuer or any Dealer to publish or supplement a prospectus for such offer.
The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any
relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending
Directive" means Directive 2010/73/EU.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference
(see "Documents Incorporated by Reference").
No person has been authorised to give any information or to make any representation other than those
contained in this Prospectus in connection with the issue or sale of 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 Dealers or the Arranger (as defined in "General Description of the Programme"). Neither the
delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances,
create any implication that there has been no change in the affairs of the Issuer since the date of this
Prospectus or the date upon which this Prospectus has been most recently supplemented or that there
has been no adverse change in the financial position of the Issuer since the date of this Prospectus or the
date upon which this Prospectus has been most recently supplemented or that any other information
supplied in connection with the Programme is correct as of any time subsequent to the date on which it
is supplied or, if different, the date indicated in the document containing the same.
In the case of any Notes which are to be admitted to trading on a regulated market within the European
Economic Area or offered to the public in a Member State of the European Economic Area in
circumstances which require the publication of a prospectus under the Prospectus Directive, the
minimum specified denomination shall be 100,000 (or its equivalent in any other currency as at the
date of issue of the Notes).
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the
Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes
have not been and will not be registered under the United States Securities Act of 1933 (the "Securities

2

Act") and include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account
or benefit of, U.S. persons. For a description of certain restrictions on offers and sales of Notes and on
distribution of this Prospectus, see "Subscription and Sale".
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Dealers or the Arranger to subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for
the contents of this Prospectus or for any other statement, made or purported to be made by the
Arranger or a Dealer or on its behalf in connection with the Issuer or the issue and offering of the
Notes. The Arranger and each Dealer accordingly disclaims all and any liability whether arising in tort
or contract or otherwise (save as referred to above) which it might otherwise have in respect of this
Prospectus or any such statement. Neither this Prospectus nor any other financial statements are
intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by any of the Issuer, the Arranger or the Dealers that any recipient of this Prospectus
or any other financial statements should purchase the Notes. Each potential purchaser of Notes should
determine for itself the relevance of the information contained in this Prospectus and its purchase of
Notes should be based upon such investigation as it deems necessary. None of the Dealers or the
Arranger undertakes to review the financial condition or affairs of the Issuer during the life of the
arrangements contemplated by this Prospectus nor to advise any investor or potential investor in the
Notes of any information coming to the attention of any of the Dealers or the Arranger.
In connection with the issue of any Tranche (as defined in "General Description of the Programme 
Method of Issue"), one or more relevant Dealers (in such capacity, the "Stabilising Manager(s)") (or
any person acting on behalf of any Stabilising Manager(s)) may over-allot Notes or effect transactions
with a view to supporting the market price of the Notes at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or any person acting
on behalf of any Stabilising Manager) will undertake stabilisation action. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant
Tranche is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30
days after the issue date of the relevant Tranche and 60 days after the date of the allotment of the
relevant Tranche. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager(s)) in accordance
with all applicable laws and rules.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "US
dollars" and "US$" are to the lawful currency of the United States of America, those to "Sterling" and
"£" are to the lawful currency of the United Kingdom, those to "Danish kroner", "Kr" and "DKK" are
to the lawful currency of the Kingdom of Denmark and those to "euro", "EUR" 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).

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TABLE OF CONTENTS
Page
RISK FACTORS ................................................................................................................................................ 5
PROSPECTUS SUPPLEMENT .......................................................................................................................14
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................15
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................20
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................22
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .......................44
OVERVIEW OF CERTAIN PROVISIONS RELATING TO THE VP NOTES ...............................................50
USE OF PROCEEDS ........................................................................................................................................51
BUSINESS DESCRIPTION OF NYKREDIT BANK A/S ...............................................................................52
TAXATION .......................................................................................................................................................62
SUBSCRIPTION AND SALE ..........................................................................................................................65
FORM OF FINAL TERMS ...............................................................................................................................68
GENERAL INFORMATION ............................................................................................................................76

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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes
issued under the Programme. All 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.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with Notes issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes issued under the Programme, but the Issuer may be unable to pay interest, principal or other amounts
on or in connection with any Notes for other reasons. Additional risks not currently known to the Issuer or
that it now deems immaterial may also adversely affect the Issuer or affect an investment in the Notes.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus
(including any documents incorporated by reference herein) and reach their own views prior to making any
investment decision.
Factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under
the Programme
General
The Issuer is exposed to a number of risks in connection with its business activities. If the Issuer fails to
manage this exposure, it may incur financial losses and its reputation may be damaged. In the Issuer's view,
efficient risk management is a crucial precondition for competent bank management, and risk management is
therefore seen as one of the Issuer's core competencies. The Issuer's Board of Directors determines the
Issuer's overall risk tolerance, and issues instructions and guidelines for measuring, monitoring and reporting
risk. The Issuer defines and manages exposure to the following main types of risk:
Credit risk
Credit risk is defined as the failure of any borrower, bond issuer or counterparty to honour its payment
obligations to the Group. Credit risk is chiefly related to the Issuer's lending activities and to a lesser degree
the Issuer's trading and investing activities. The Group Credits division of the Nykredit Realkredit Group
monitors credit risk and provides management with reports on a current basis.
Traditional credit risk stems from the loan portfolio, undrawn credit facilities, guarantees and investments.
The Issuer has a counterparty risk in connection with financial derivatives in the form of outstanding positive
market value, which depends on market factors. The counterparty risk on financial derivatives is reduced
through netting agreements and margin calls in accordance with standard documentation such as ISDA and
GMRA with major counterparties.
Settlement and delivery risk derives from securities, derivatives and foreign exchange trading. In order to
reduce the risk of foreign exchange-related transactions, the Issuer participates in the Continuous Linked
Settlement cooperation as a third-party member, which ensures that no payment transfers are made until
opposite payments have been registered.
The Issuer's credit policy guidelines are laid down in the Board of Directors' credit instructions. The purpose
of the credit policy is to ensure that the Issuer does not assume risk in connection with counterparties or
sectors which is not within the risk limits laid down. As a result of the credit policy, the Issuer is mainly
exposed to Danish counterparties and to other OECD-based counterparties with zero risk classification. The
Issuer has only limited exposure to non-OECD counterparties.

5

Adverse changes in the credit quality of the Issuer's borrowers or other counterparties could affect the
recoverability and value of the Issuer's assets and require an increase in provisions made for bad and doubtful
debts and other provisions.
Market risk
Market risk is defined as the risk of a loss prompted by unfavourable fluctuations in interest rates, foreign
exchange rates and equity prices. The Issuer's overall risk limits are laid down in the Board of Directors'
market risk instructions. The Board of Directors has delegated market risk limits to the Executive Board,
which has in turn delegated the limits to the various trading units within the Issuer.
Market risk is monitored on an intradaily basis in an integrated system. Risk limits are laid down both in
general in the form of Value-at-Risk (VaR) and in respect of gross/net positions, volatility and gamma
risk. The Issuer's exposure to equity price risk is limited.
Fluctuations in the debt, foreign exchange or equity markets may affect the market value and liquidity of the
Issuer's assets. In addition, the occurrence of such events may have an adverse impact on the revenue
generated from the Issuer's primary activities.
Liquidity risk
Liquidity risk is defined as the risk of markedly higher funding costs and/or inability to honour payments
when due. The Board of Directors' liquidity instructions contain liquidity risk limits for the Issuer.
Liquidity risk may also be related to loss in other risk categories where losses prevent the Issuer from
refinancing its short-term debt obligations and/or cause deposits to be withdrawn from the Issuer.
Regulatory capital risk
The Issuer is subject to supervision by the DFSA, which provides for minimum levels of regulatory capital
comparable with that of other banks in Western Europe. The Issuer's failure to maintain its ratios may result
in administrative actions or sanctions against it which may impact the Issuer's ability to fulfil its obligations
under the Notes.
Regulatory changes could materially affect the Issuer's business
The Issuer is subject to financial services laws, regulations, administrative actions and policies in Denmark
and in each other jurisdiction in which the Issuer carries on business. Changes in supervision and regulation,
in particular in Denmark, could materially affect the Issuer's business, the products and services offered or the
value of its assets. Although the Issuer works closely with its regulators and continually monitors the
situation, future changes in regulation, fiscal or other policies can be unpredictable and are beyond the control
of the Issuer.
Various aspects of banking regulation are still under debate internationally, including inter alia, proposals to
review standardised approaches for capital requirements for credit, market and operational risk (together with
a proposed capital floor based on the revised approaches for banks using internal models).
The Issuer will face increased capital and liquidity requirements as a result of the new Basel III Framework.
The final versions of the Regulation of the European Parliament and of the Council on prudential
requirements for credit institutions and investment firms (the "CRR") and the Directive of the European
Parliament and of the Council on prudential requirements for credit institutions and investment firms (the
"CRD IV Directive") were adopted in June 2013. The CRR entered into force on 1 January 2014, whereas the
CRD IV Directive was implemented in Denmark in March 2014. The framework implemented, among other
things, Basel III in the European Union. Each of the CRR and the CRD IV Directive covers a wide range of
prudential requirements for banks across Member States, including capital requirements, stricter and aligned
definitions of capital, risk exposure amounts ("REA"), leverage ratio, large exposure framework and liquidity

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and funding requirements. The CRD IV Directive covers the overall supervisory framework for banks
(including the individual risk assessment) and other measures such as the combined capital buffer
requirements, systemically important financial institution ("SIFI") requirements and, governance and
remuneration requirements.
As a consequence of ongoing changes of already published regulatory technical standards under both the
CRR and CRD IV Directive, and regulatory technical standards yet to be published there remains the risk of
possible changes. It is the European Banking Authority (the "EBA"), which is responsible for publishing and
updating technical standards under the CRR and CRD IV Directive.
See "Business Description of Nykredit Bank A/S" for a description of the impact on the Issuer of the new
capital and liquidity requirements.
Under the CRD IV Directive, institutions are required to hold a minimum amount of regulatory capital equal
to 8 per cent. of REA (of which at least 4.5 per cent. must be Common Equity Tier 1 capital, and at least 6 per
cent. must be Tier 1 capital). In addition to these so-called minimum own funds Pillar 1 requirements, the
CRD IV Directive (including but not limited to, Article 128) also introduces capital buffer requirements,
which must be met with Common Equity Tier 1 capital. The capital buffer is comprised of a number of
elements, which subject to the below and the transitional provisions are applicable to the Issuer (referred to
collectively as the "combined buffer"), being (i) the capital conservation buffer; (ii) the institution-specific
countercyclical buffer; and (iii) the systemic risk buffer. In respect of the systemic risk buffer it is noted that
on 24 June 2014 Nykredit Realkredit A/S, the parent company of the Issuer, was designated a "Danish SIFI"
by the Danish Financial Supervisory Authority (the "Danish FSA") on a consolidated basis. Danish SIFIs
have been required since 1 January 2015 to comply with an additional capital requirement in the form of a
SIFI buffer requirement which reflects the systemic importance of the institution. A total SIFI buffer
requirement of 2 per cent. applies to Nykredit Realkredit A/S, which was implemented gradually as of 1
January 2015 and is to be fully met by 1 January 2019. As a wholly-owned subsidiary of Nykredit Realkredit
A/S, the SIFI designation also impacts the Issuer.
In addition to the minimum own funds Pillar 1 capital requirements described above, CRD IV Directive
(including but not limited to Article 104(1)(a)) contemplates that competent authorities may require additional
"Pillar 2" capital to be maintained by an institution relating to elements of risks which are not fully captured
by the minimum own funds Pillar 1 requirements ("additional own funds requirements") or to address macro-
prudential requirements.
There can be no assurance that any future legislation would not result in an increase to the amount of capital
required by an institution in order to comply with the applicable combined buffer requirement and the
additional own funds requirement.
The EBA published guidelines on 19 December 2014 addressed to national supervisors on common
procedures and methodologies for the supervisory review and evaluation process ("SREP") which contained
guidelines proposing a common approach to determining the amount and composition of additional own
funds requirements and which is to be implemented by 1 January 2019. Under these guidelines, national
supervisors should set a composition requirement for the additional own funds requirements to cover certain
risks of at least 56 per cent. Common Equity Tier 1 capital and at least 75 per cent. Tier 1 capital. The
guidelines also contemplate that national supervisors should not set additional own funds requirements in
respect of risks which are already covered by capital buffer requirements and/or additional macro-prudential
requirements; and, accordingly, the combined buffer requirement is in addition to the minimum own funds
requirement and to the additional own funds requirement. There can be no assurance as to the relationship
between any of the aforementioned or future incremental additional own funds requirements, the combined
buffer requirement, and as to how and when effect will be given to the EBA's minimum guidelines in
Denmark, including as to the consequences for an institution of its capital levels falling below the combined

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buffer requirement, the additional own funds requirement and the minimum own funds requirement referred
to above. There can also be no assurance as to the manner in which additional own funds requirements may
be disclosed publicly in the future and under Danish law certain disclosure rules already apply. A Danish
credit institution is required to disclose its additional own funds requirement either twice a year or each
quarter. Furthermore, any additional own funds requirement laid down by the Danish FSA is required to be
published on the website of the relevant credit institution.
In addition, CRD IV includes a requirement for credit institutions to calculate, report, monitor and publish
their leverage ratios, defined as their Tier 1 capital as a percentage of their total exposure measure. This
requirement will be harmonised at EU level from 1 January 2018, until which date regulators may apply such
measures as they consider appropriate. The leverage ratio is expected to be at a level of at least 3 per cent.
The Danish authorities are contemplating potential implementation of a leverage ratio requirement ahead of
the finalisation of EU standards. To this end, an expert group was established in 2014 and published its report
on 7 December 2015.
Any failure by the Issuer to satisfy the regulatory capital requirements, liquidity requirements and other
requirements applied to the Issuer, and any further increases in such requirements, could result in regulatory
intervention or sanctions or significant reputation harm, which may have a material adverse effect on the
Issuer's financial condition, results of operations and prospects.
There is a potential risk that future Basel requirements will increase the capital requirement for the Issuer's
market risk. The rules are not yet final and will depend on how they are implemented in both EU and Danish
legislation.
Operational risk
Operational risk arises from human errors and system faults, insufficient or defective internal procedures or
external events. Operational risk also includes risk pertaining to reputation and strategy as well as legal risk.
Operational risk is chiefly handled by way of a comprehensive setup of office procedures and controls. Also,
the setup comprises IT contingency plans. The internal audit division checks the contents of and compliance
with office procedures on a continuous basis.
If any of these procedures and controls fail, the Issuer may be exposed to additional costs and liabilities.
Other risks
The Issuer operates in a legal and regulatory environment that exposes it to potentially significant litigation
and regulatory risks. Changes in law and regulation may have an adverse effect on the Issuer's potential for
continuing its business scope and therefore its financial position and the results of its operations. Further, if
the Issuer is unable to recruit competent staff, it may have difficulties in continuing its activities.
The Issuer is operating on a consolidated market where competition is keen and new entrants may erode the
business scope. This continued pressure may have an adverse impact on the Issuer's financial position and the
results of its operations.
Risks relating to Denmark
The Issuer's performance is significantly influenced by the general economic conditions in Denmark. The
Danish economy is a small open economy that is closely linked to the global economy and especially the
macroeconomic conditions in the Euro-zone countries. The macro-economic backdrop has improved recently.
However, overall the global economy as well as the Eurozone countries and Denmark continue to face an
environment characterised by low growth. The operations, financial condition and prospects of the Issuer
could be materially adversely impacted by a weaker or longer than expected recovery in the Danish economy.

8

In recent years, the low interest rate environment (including current negative short-term interest rates) has
adversely affected the Issuer's net income and at the same time led to market value gains in the fixed income
portfolios. The interest rate environment will continue to be a risk-factor to the Issuer's financial performance.
The Group may have to pay additional amounts under resolution funds or deposit guarantee schemes
In Denmark and other jurisdictions, deposit guarantee schemes and similar funds ("Deposit Guarantee
Schemes") have been implemented from which compensation for deposits may become payable to customers
of financial services firms in the event a financial services firm is unable to pay, or unlikely to pay, claims
against it. In many jurisdictions these Deposit Guarantee Schemes are funded, directly or indirectly, by
financial services firms which operate and/or are licensed in the relevant jurisdiction. The future target level
of funds to be accumulated in Deposit Guarantee Schemes and resolution funds across different European
Union countries may exceed the minimum target levels provided for in the BRRD (as defined below),
Directive 2014/49/EC (the "revised Deposit Guarantee Schemes Directive") and in Regulation 2014/806/EC
of the European Parliament and of the Council establishing uniform rules and a uniform procedure for the
resolution of credit institutions and certain investment firms in the framework of a Single Resolution
Mechanism and a Single Resolution Fund and amending Regulation 1093/2010/EC (the "SRM") (the latter of
which will be relevant should Denmark choose to participate in the Single Resolution Mechanism).
Factors which are material for the purpose of assessing the market risks associated with Notes
issued under the Programme.
Notes may not be a suitable investment for all investors
Each potential investor in any Notes must determine the suitability of that 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 relevant Notes, the
merits and risks of investing in the relevant Notes and the information contained or incorporated by
reference in this Prospectus or any applicable supplement to this Prospectus;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the relevant Notes and the impact such investment 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 relevant
Notes, including where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
understand thoroughly the terms of the relevant 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.
Some Notes are complex financial instruments and such instruments may be purchased 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 Notes which are complex financial instruments unless it has the
expertise (either alone or with the help of a financial adviser) to evaluate how the Notes will perform under
changing conditions, the resulting effects on the value of such Notes and the impact this investment will have
on the potential investor's overall investment portfolio.

9

Risks related to the structure of a particular issue of Notes
A wide range of Notes may be issued under the Programme. A number of these Notes may have features
which contain particular risks for potential investors. Set out below is a description of certain such features:
Notes subject to optional redemption by the Issuer
An optional redemption feature is likely to limit the market value of Notes. During any period when the Issuer
may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the
price at which they can be redeemed. This also may be true prior to any redemption period.
The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the
Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an
effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at
a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments
available at that time.
Inverse Floating Rate Notes
Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate
such as LIBOR. The market values of such Notes typically are more volatile than market values of other
conventional floating rate debt securities based on the same reference rate (and with otherwise comparable
terms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not only
decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which
further adversely affects the market value of these Notes.
Fixed/Floating Rate Notes
Fixed/Floating Rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixed rate to a
floating rate, or from a floating rate to a fixed rate. The Issuer's ability to convert the interest rate will affect
the secondary market and the market value of such Notes since the Issuer may be expected to convert the rate
when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a
floating rate, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads
on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any
time may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate, the
fixed rate may be lower than then prevailing rates on its Notes.
Notes issued at a substantial discount or premium
The market values of securities issued at a substantial discount or premium to their nominal amount tend to
fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing
securities. Generally, the longer the remaining term of the securities, the greater the price volatility as
compared to conventional interest-bearing securities with comparable maturities.
Risks related to Notes generally
Set out below is a brief description of certain risks relating to the Notes generally:
Modification and waivers
The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to consider
matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders
including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a
manner contrary to the majority.
The Notes may be subject to, among other measures, statutory loss absorption
On 6 May 2014, the Council of the European Union adopted a directive providing for the establishment of a
European Union-wide framework for the recovery and resolution of credit institutions and investment firms

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