Euro Medium Term Note Programme

Transcription

1 Prospectus JYSKE BANK A/S (incorporated as a public limited company in Denmark) US$8,000,000,000 Euro Medium Term Note Programme On 22 December 1997, the Issuer (as defined below) entered into a US$1,000,000,000 Euro Medium Term Note Programme (the Programme ). This document supersedes the Prospectus dated 18 March 2009 and any previous Prospectus and/or Offering Circular. Any Notes (as defined below) issued under the Programme on or after the date of this Prospectus are issued subject to the provisions described herein. This Prospectus does not affect any Notes issued before the date of this Prospectus. Under this Programme, Jyske Bank A/S (the Issuer, Jyske Bank or the Bank ) may from time to time issue notes (the Notes which will include Senior Notes and Subordinated Notes (each as defined herein)) denominated in any currency (including euro) agreed between the Issuer and the relevant Dealer (as defined below). The maximum aggregate principal amount of all Notes from time to time outstanding under the Programme will not exceed US$8,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to any increase as described herein. A description of the restrictions applicable at the date of this Prospectus relating to the maturity of certain Notes is set out on page 14. The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 14 and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue of Notes or on an ongoing basis (each, a Dealer and together, the Dealers ). References in this Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by one or more Dealers, be to all Dealers agreeing to purchase such Notes. The Issuer has reserved the right to issue Notes to persons other than Dealers. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the UK Listing Authority ) for Notes issued under the Programme for the period of 12 months from the date of this Prospectus to be admitted to the Official List of the UK Listing Authority (the Official List ) and to the London Stock Exchange plc (the London Stock Exchange ) for such Notes to be admitted to trading on the London Stock Exchange s EEA Regulated Market (the Market ). References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the Market and have been admitted to the Official List. The 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. Notice of the aggregate principal amount of, interest (if any) payable in respect of, the issue price of, and any other terms and conditions not contained herein which are applicable to, the Notes of each Tranche (as defined in the Terms and Conditions of the Notes (the Conditions ) below) will be set forth in a final terms (the Final Terms ) which, with respect to Notes to be admitted to the Official List and admitted to trading on the Market, will be delivered to the London Stock Exchange on or before the date of issue of the Notes of such Tranche. 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 admitted to the Official List and to trading on the Market (or any other market and/or stock exchange). The Notes of each Tranche in bearer form will initially be represented by a temporary global Note in bearer form or a permanent global Note in bearer form (together, the Global Notes ). If the Global Notes are stated in the applicable Final Terms to be issued in new global note ( NGN ) form they 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 S.A./N.V. ( Euroclear ) and Clearstream Banking, société anonyme ( Clearstream, Luxembourg ). Global Notes which are not issued in NGN form ( Classic Global Notes or CGNs ) will be deposited on the issue date thereof with a common depositary on behalf of Euroclear and Clearstream, Luxembourg and/or any other agreed clearance system specified in the applicable Final Terms. The Notes, if so specified in the applicable Final Terms, may also be issued in uncertificated book entry form cleared through VP Securities A/S (the VP ). Except in the case of Notes held in the VP in dematerialised form, each such 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 Notes while in Global Form herein. 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. Tranches of Notes (as defined in Overview of the Programme ) will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will be specified in the relevant Final Terms. A 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. A A5-6.1 A5-7.5 Citi Goldman Sachs International ING Commercial Banking Jyske Bank A/S 24 March 2010 Arranger J.P. Morgan Dealers Deutsche Bank HSBC J.P. Morgan The Royal Bank of Scotland

2 Level: 5 From: 5 Tuesday, March 23, :05 eprint Intro This Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the "Prospectus Directive") and for the purposes of giving information with regard to the Issuer together with its consolidated subsidiaries (the Jyske Bank Group or the 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. This Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply, 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 (i) 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, or (ii) if a prospectus for such offer has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive, provided that any such prospectus has subsequently been completed by final terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in the period beginning and ending on the dates specified for such purpose in such prospectus or final terms, as applicable. Except to the extent sub-paragraph (ii) above may apply, 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 Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (it 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. The Kingdom of Denmark (acting as State guarantor through Finansiel Stabilitet A/S) has neither reviewed this Prospectus nor verified the information contained in it, and the Kingdom of Denmark makes no representation with respect to, or accepts any responsibility for, the contents of this Prospectus or any other statement made or purported to me made on its behalf in connection with the Issuer or the issue and offering of the Notes. The Kingdom of Denmark accordingly disclaims any and all liability, however arising, which it might otherwise have in respect of this Prospectus or any such statement. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below). To the fullest extent permitted by law, none of the Dealers or the Arranger accepts 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 disclaim 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 information supplied in connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation or constituting an invitation or offer by the Issuer or any of the Dealers that any recipient of this Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any other A5-1.1 A A5-1.2 A

3 Level: 5 From: 5 Tuesday, March 23, :05 eprint Intro information supplied in connection with the Programme or the issue of any Notes constitutes an offer by or on behalf of the Issuer or any of the Dealers to any person to subscribe for or to purchase any Notes. The delivery of this Prospectus does not at any time imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Programme. Investors should review, inter alia, the most recently published audited annual consolidated financial statements of the Issuer and, if later, the most recently published interim financial statements (if any) of the Issuer when deciding whether or not to purchase any Notes. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer and the Dealers do not represent that this document may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the Dealers (save for the approval of this document as a base prospectus by the UK Listing Authority) which would permit a public offering of any Notes or distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations and the Dealers have represented that all offers and sales by them will be made on the same terms. Persons into whose possession this Prospectus or any Notes come must inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of Notes in the United States, the European Economic Area, the United Kingdom, Denmark, Japan and The Netherlands (see Subscription and Sale below). The Notes have not been and will not be registered under the United States Securities Act 1933, as amended, (the Securities Act ) and are subject to US tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to US persons (see Subscription and Sale below). All references in this document to US dollars, USD, US$ and US cents 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 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 the issue of any Tranche (as defined in Overview of the Programme ), the Dealer or Dealers (if any) named as the stabilising manager(s) (the Stabilising Manager(s) ) (or any person acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms 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 a 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. 3

4 Level: 5 From: 5 Tuesday, March 23, :05 eprint Intro TABLE OF CONTENTS Page Documents Incorporated by Reference... 5 Supplemental Prospectus... 6 Summary... 7 Overview of the Programme and the Terms and Conditions of the Notes Risk Factors Terms and Conditions of the Notes Use of Proceeds Summary of Provisions Relating to Notes while in Global Form The Danish banking sector Description of the State Guarantor Kingdom of Denmark Description of Jyske Bank A/S and the Group Financial Statements of Jyske Bank A/S and the Group Taxation Subscription and Sale Form of Final Terms General Information

5 Level: 5 From: 5 Tuesday, March 23, :05 eprint Intro DOCUMENTS INCORPORATED BY REFERENCE This Prospectus should be read and construed in conjunction with the audited consolidated and unconsolidated annual financial statements of the Issuer for the financial years ended 31 December 2008 and 2009, together in each case with the audit report thereon, as set out in the tables below, and the sections headed Terms and Conditions of the Notes at pages 27 to 55 of the Prospectus dated 18 March 2009, at pages 27 to 55 of the Prospectus dated 13 March 2008, at pages 26 to 54 of the Prospectus dated 22 March 2007 and at pages 26 to 54 of the Prospectus dated 22 March 2006, in each case in respect of the Jyske Bank A/S US$8,000,000,000 Euro Medium Term Note Programme, each of which have been previously published or are published simultaneously with this Prospectus and which have been approved by the Financial Services Authority or filed with it. Such documents shall be incorporated in, and form part of this Prospectus, save that any statement contained in a document which is incorporated by reference herein shall be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus. A A A A The tables below set out the relevant page references for the audited consolidated annual statements for the financial years ended 31 December 2009 and 31 December 2008 as set out in the Issuer s Annual Reports for 2009 and 2008 respectively. Information contained in the Annual Reports other than information listed in the table below is for information purposes only, and does not form part of this Prospectus. Audited consolidated and unconsolidated annual financial statements of the Issuer for the financial year ended 31 December 2009 Page of 2009 Annual Report Financial Statements... Pages 35 to 48 Notes... Pages 49 to 95 Auditors Reports... Pages 32 to 34 Audited consolidated and unconsolidated annual financial statements of the Issuer for the financial year ended 31 December 2008 Page of 2008 Annual Report Financial Statements... Pages 40 to 52 Notes... Pages 53 to 91 Auditor s Report... Pages 38 to 39 Copies of documents incorporated by reference in this Prospectus may be obtained from (i) the registered office of the Issuer, and (ii) the website of the Regulatory News Service operated by the London Stock Exchange at: 5

6 Level: 5 From: 5 Tuesday, March 23, :05 eprint Intro SUPPLEMENTAL PROSPECTUS If at any time the Issuer shall be required to prepare a supplemental prospectus pursuant to Section 87G of the FSMA, the Issuer will prepare and make available an appropriate amendment or supplement to this Prospectus or a further prospectus which, in respect of any subsequent issue of Notes to be listed on the Official List and admitted to trading on the Market, shall constitute a supplemental prospectus as required by the UK Listing Authority and Section 87G of the FSMA. The Issuer has given an undertaking to the Dealers that if at any time during the duration of the Programme there is a significant new factor, material mistake or inaccuracy relating to information contained in this Prospectus which is capable of affecting the assessment of any Notes and whose inclusion in this Prospectus or removal is necessary, for the purpose of allowing an investor to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer, and the rights attaching to the Notes, the Issuer shall prepare an amendment or supplement to this Prospectus or publish a replacement Prospectus for use in connection with any subsequent offering of the Notes and shall supply to each Dealer such number of copies of such supplement hereto as such Dealer may reasonably request. 6

7 Level: 5 From: 5 Tuesday, March 23, :05 eprint Intro SUMMARY Under the Programme, the Issuer may from time to time issue Notes denominated in any currency (including euro) and having a minimum maturity of 30 days, subject as set out herein. An overview of the terms and conditions of the Programme and the Notes appears below. The applicable terms of any Notes will be agreed between the Issuer and the relevant Dealer prior to the issue of the Notes and will be set out in the Conditions of the Notes endorsed on, or incorporated by reference into, the Notes, as modified and supplemented by the applicable Final Terms attached to, or endorsed on, such Notes. This Prospectus and any supplement will only be valid for Notes to be admitted to the Official List and admitted to trading on the Market during the period of 12 months from the date of this Prospectus in an aggregate principal amount which, when added to the aggregate principal amount then outstanding of all Notes previously or simultaneously issued under the Programme, does not exceed US$8,000,000,000 or its equivalent in other currencies. For the purpose of calculating the US dollar equivalent of the aggregate principal amount of Notes issued under the Programme from time to time: (a) the US dollar equivalent of Notes denominated in another Specified Currency (as defined in the Agency Agreement) shall be determined, at the discretion of the Issuer, either as of the date on which agreement is reached for the issue of Notes or on the preceding day on which commercial banks and foreign exchange markets are open for business in London, in each case on the basis of the spot rate for the sale of the US dollar against the purchase of such Specified Currency in the London foreign exchange market quoted by any leading international bank selected by the Issuer on the relevant day of calculation; (b) the US dollar equivalent of Dual Currency Notes, Index Linked Notes and Partly Paid Notes (each as defined in the Agency Agreement) shall be calculated in the manner specified above by reference to the original principal amount on issue of such Notes (in the case of Partly Paid Notes regardless of the subscription price paid); and (c) the US dollar equivalent of Zero Coupon Notes (as defined in the Agency Agreement) and other Notes issued at a discount or a premium shall be calculated in the manner specified above by reference to the net proceeds received by the Issuer for the relevant issue. Summary of the Programme This summary must be read as an introduction to this Prospectus. Any decision to invest in any Notes should be based on a consideration of this Prospectus as a whole, including the documents incorporated by reference, by any investor. Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of the European Economic Area (an EEA State ), the responsible persons may have civil liability in respect of this summary, if it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to information contained in this Prospectus is brought before a court in an EEA State, the claimant may, under the national legislation of the EEA State where the claim is brought, be required to bear the costs of having the Prospectus translated before the legal proceedings are initiated. History of the Jyske Bank Group Jyske Bank (the Bank ) was established as a public limited group company in The Bank s incorporation followed the merger of four banks based in the region of Silkeborg in central Jutland. These banks trace their roots back to the mid- 1850s. From 1968 to 1971, three other local banks subsequently merged with Jyske Bank and with the acquisition of Finansbanken in 1981, the Bank achieved nationwide retail branch coverage. It expanded further by mergers with two local banks in 1983 and Jyske Bank is the third largest 7

8 Level: 5 From: 5 Tuesday, March 23, :05 eprint Intro banking group in the Danish market with total assets of DKK 225 billion as at 31 December Currently, Jyske Bank has 117 branches and a market share of approximately 8 per cent. in Denmark measured on personal customers loans 1. As at 31 December 2009, Jyske Bank had a total of 3,995 full-time employees. Strategy and scope of business The strategy of the Group is to remain focused on its core business, which comprises commercial banking, trading transactions, asset management and international private banking activities. The Jyske Bank Group operates mainly under a single brand, the Jyske brand and Jyske Bank pursues the vision of making a difference and providing high standard personal advice in an informal setting. The corporate portfolio comprises the following major business lines: Jyske Bank Banking activities Jyske Bank Trading and investment activities The Group s target segments are private individuals and small and medium-sized enterprises. Larger corporates and financial institutions are selected individually. The Group offers a full range of financial services to private individuals including: lending, deposits, leasing, life insurance and pension schemes, investment advice, asset management and brokerage operations. Mortgage and life insurance products are offered on the basis of sourcing agreements. Life insurance products are sourced from Pensionsforsikringsselskabet (PFA). Mortgage products are sourced from Nykredit, Totalkredit and DLR Kredit. In addition, MasterCard is offered through a sourcing agreement with SEB kort, which is the creditor in relation to cardholders. Programme details Form of Notes A nominal amount of up to US$8,000,000,000 (or the equivalent in other currencies at the date of issue) may be outstanding at any one time. The Issuer may increase the statutory amount of the Programme under the terms of the Programme Agreement. The Arranger of the Programme is J.P. Morgan Securities Ltd., and various dealers may be appointed in relation to different Tranches of the Notes. The Bank of New York Mellon has been appointed as Issuing and Principal Paying Agent in relation to the Issuer. The Notes will be issued on a syndicated or non-syndicated basis. They may be issued in various forms whether bearer or registered or in such other form (including, but not limited to, book entry or dematerialised form) as may be specified in the applicable Final Terms, and will be represented by global notes or certificates, depending on their form. Notes will be cleared through Clearstream, Luxembourg, Euroclear, VP Securities A/S (VP) and such other clearing system or systems as may be agreed between the Issuer, the Issuing and Paying Agent and 1. Source: Moody s: Banking System Outlook: Denmark, July

9 Level: 5 From: 5 Tuesday, March 23, :05 eprint Intro the relevant Dealer. Notes cleared through the VP ( VP Notes ) will be in dematerialised form and will not be evidenced by any physical note or document of title. Ownership of VP Notes will only be recorded and transfers effected only through the book entry system and register maintained by and construed in accordance with the VP. See Terms and Conditions of the Notes - 1. Form, Denomination and Title. The terms of the Notes and any non-contractual obligations arising out of or in connection with them will be governed by English law except in relation to subordination. Denomination Terms of the Notes Notes may be offered at their nominal amount or at a discount or a premium. Notes may be issued in any agreed currency and with any agreed maturity, subject to compliance with relevant laws. Notes may be issued in any denomination above 1,000 as specified in the Final Terms, subject to compliance with relevant laws and certain selling restrictions. See Subscription and Sale. The terms of the Notes will be specified in Part A of the relevant Final Terms. The following types of Notes may be issued: (i) Fixed Rate Notes, (ii) Floating Rate Notes, (iii) Zero Coupon Notes, (iv) Dual Currency Notes and (v) Index Linked Notes. Interest periods, rates of interest and the terms of and/or amounts payable on redemption may differ depending on the Notes being issued. Certain events of default will cause the Notes to accelerate. Status of the Notes The Senior Notes will constitute unsubordinated and unsecured obligations of the Issuer, and Subordinated Notes will constitute subordinated obligations of the Issuer. See Terms and Conditions of the Notes - 3. Status of the Notes. The Senior Notes will be subject to the provisions of the Danish Consolidation Act No. 875 of 15 September 2009 on Financial Stability as amended, pursuant to which the Kingdom of Denmark unconditionally guarantees, for a specified period, unsubordinated creditors claims against losses in Danish banks to the extent such claims are not otherwise covered. Issue price Tax Notes may be issued on a fully-paid or partly-paid basis and offered at par or at a discount or premium. All payments of principal and interest in respect of the Notes will be made free and clear of withholding taxes of the Kingdom of Denmark, as the case may be, unless required by law in which case a gross-up may apply subject to customary exceptions (including the ICMA Standard EU Exception). See Terms and Conditions of the Notes - 9. Taxation. Notes will be redeemable at the option of the Issuer for tax reasons. See Terms and Conditions of the Notes - 8. Redemption and Purchase. 9

10 Level: 5 From: 5 Tuesday, March 23, :05 eprint Intro Selling restrictions Listing and admission to trading Certain selling restrictions apply in relation to the United States, the European Economic Area, the United Kingdom, Denmark, Japan and The Netherlands and such other restrictions as may apply in connection with the offering and sale of a particular Tranche of Notes. See Subscription and Sale. Application has been made to list Notes issued under the Programme on the Official List and to admit them to trading on the Market. As specified in Part A of the relevant Final Terms, a Series of Notes may be unlisted or admitted to trading on any other market and/or stock exchange. The Notes may also be listed on such other or additional stock exchange(s) as may be agreed between the Issuer and the relevant Dealer in relation to each series. Rating Use of proceeds Risk factors Tranches of Notes will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will be specified in the relevant Final Terms. A 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. The net proceeds from each issue of Notes will be applied by the Issuer for general banking purposes, including without limitation, asset/liability management and as part of its strategic liquidity. If in respect of a particular issue, there is a particular identified use of proceeds, this will be stated in the applicable Final Terms. The Issuer may be subject in particular to the following risks, which should be carefully considered together with the other information contained in this Prospectus prior to any investment decision. Risk factors relating to the Issuer The Issuer is subject to credit risk as the Issuer s financial performance is affected by borrower, bond obligor and counterparty reliability and credit quality as well as by the general macroeconomic conditions in Denmark and other countries relevant to financial conditions of borrowers, bond obligors and counterparties. The Issuer s loan impairments and provisions are inherently uncertain and depend on many factors. The Issuer is subject to market risk. Price or rate changes in debt, foreign exchange, commodity and equity markets may affect the market value of the Issuer s assets and liabilities and may influence its financial position and the result of its primary activities as well as the financial result stemming from managing treasury positions. The Issuer is subject to liquidity risk which could result in the Issuer not being able to meet its commitments as they fall due. A

11 Level: 5 From: 5 Tuesday, March 23, :05 eprint Intro The Issuer is exposed to operational risk such as breakdowns or malfunctioning of essential IT systems. The Issuer is also exposed to reputation, legal and strategic risk. A reduction in Jyske Bank s credit ratings could have an adverse impact on Jyske Bank s funding costs, its ability to access the international capital markets, and on the number of counterparties willing to enter into transactions with Jyske Bank. The Issuer is subject to minimum capital requirements that could potentially limit its operations. If Jyske Bank requires but cannot obtain adequate capital on favourable terms, it will have to reduce its lending and other operated activities. Risk quantification and economic capital calculations for credit risk and market risk are primarily based on statistical modelling. Sophisticated statistical modelling of financial risks is highly dependent on the assumptions underpinning them as well as the quality of input data. Assumptions may change significantly and rapidly. Gathering a sufficient amount of quality data may take years. The Issuer s activities are subject to extensive Regulation and regulatory supervision. Regulatory changes could affect the way that the Issuer conducts its business and thus its financial position and the results of its operations. Jyske Bank is a participant in the Danish Banking Scheme (the Scheme ). Any increase before the Scheme expires on 30 September 2010, in either the proportionate share to be covered by Jyske Bank or in the amount of actual losses incurred under the Scheme, could increase the expenses to be covered by Jyske Bank and thereby have a negative effect on the operations of Jyske Bank. Jyske Bank provides its customers with investment advice and serves as custodian of third-party funds. In the event of losses incurred by its customers due to investment advice from Jyske Bank, or the misconduct or fraudulent actions of external fund managers, Jyske Bank may be held liable for damages to customers. Jyske Bank may become involved in various disputes and legal proceedings in Denmark and other jurisdictions, including litigation and regulatory investigations, the outcome of which can be difficult to predict. On 12 October 2009, Jyske Bank received a draft writ of summons from an association representing some 800 investors in Jyske Invest Hedge Markedsneutral Obligationer in a class action. The amount of damages claimed has not been stated in the writ, but it is based 11

12 Level: 5 From: 5 Tuesday, March 23, :05 eprint Intro on a claim that Jyske Bank should be liable for losses incurred by the investors on investments in Jyske Invest Hedge Markedsneutral Obligationer. If the Danish economy deteriorates further, there is a risk of adverse effects on credit quality, asset values and defaults on non-performing debts, which may have a negative impact on the rating and performance of the Issuer and the value of the Issuer s investments and loan portfolio. Risk factors relating to the 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. Below is a description of certain features: There is no assurance that a liquid secondary market for the Notes will develop or, if it does develop, that it will continue. In an illiquid market, an investor may not be able to sell his or her Notes at fair market prices. The Notes may be subject to early redemption at the Issuer s discretion. The Issuer may issue Notes with interest calculations in one or more currencies which may be different from the currency in which the principal of the Notes is denominated. The Issuer may issue Notes with variable interest rates which can be volatile investments. The Issuer may issue structured Notes under the Programme. Investment in structured Notes may entail significant risk not associated with similar investments in a conventional debt instrument, including the risk that an investor could lose all or a substantial portion of the principal of his or her Notes. The market value of Notes issued at a substantial discount or premium to their nominal amounts tends to fluctuate more in relation to general changes in interestrates than do prices of conventional interest-bearing Notes. The Issuer s obligations under Subordinated Notes are subordinated. The Issuer may resolve to reduce and cancel, pro rata, part or all of the outstanding principal amount of each of the Subordinated Notes and any Arrears of Interest on a pro rata basis with all the Issuer s outstanding Subordinated Notes upon the occurrence of certain circumstances. See Terms and Conditions of the Notes - 4. Reduction of Amounts of Principal and Unpaid Interest. 12

13 Level: 5 From: 5 Tuesday, March 23, :05 eprint Intro The Subordinated Notes constitute liable capital under Danish law. The principal amount of each of the Subordinated Notes and any Arrears of Interest (as defined in Condition 6(g)(ii)) may be utilised to cover losses of the Issuer. See Terms and Conditions of the Notes - 3(b) Status of Subordinated Notes. In certain circumstances, the Issuer may elect to defer payment of interest on Subordinated Notes see Condition 6(g). 13

14 Level: 5 From: 5 Tuesday, March 23, :05 eprint Intro OVERVIEW OF THE PROGRAMME AND THE TERMS AND CONDITIONS OF THE NOTES The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this document and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable Final Terms. Words and expressions defined in Terms and Conditions of the Notes below shall have the same meanings in this overview. Issuer: Description: Arranger: Dealers: Issuing Agent and Principal Paying Agent: Programme size: Distribution: Currencies: Maturities: Jyske Bank A/S Euro Medium Term Note Programme J.P. Morgan Securities Ltd. Jyske Bank A/S Citigroup Global Markets Limited Deutsche Bank AG, London Branch Goldman Sachs International HSBC Bank plc ING Bank N.V. J.P. Morgan Securities Ltd. The Royal Bank of Scotland plc Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting requirements from time to time (see Subscription and Sale ). The Bank of New York Mellon (the Issuing Agent and, unless otherwise specified in the relevant Final Terms, the Principal Paying Agent ). Up to US$8,000,000,000 (or its equivalent in other currencies calculated as described in General Description of the Programme ) outstanding at any one time. The Issuer may increase the amount of the Programme in accordance with the terms of the Programme Agreement. Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis. Subject to any applicable legal or regulatory restrictions, such currencies as may be agreed between the Issuer and the relevant Dealer as indicated in the applicable Final Terms. Such maturities as may be agreed between the Issuer and the relevant Dealer and as indicated in the applicable Final Terms, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the relevant Specified Currency. At the date of this Prospectus, the minimum maturity of all Notes is 30 days except in the case of Subordinated Notes. A

15 Level: 5 From: 5 Tuesday, March 23, :05 eprint Intro Issue price: Form of Notes: Fixed Rate Notes: Notes may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par. Notes may be issued under the Programme in bearer form ( Bearer Notes ), in bearer form exchangeable for Notes in registered form ( Exchangeable Bearer Notes ), in registered form ( Registered Notes ) or in such other form (including, but not limited to, book entry or dematerialised form) as may be specified in the applicable Final Terms. Unless otherwise specified in the applicable Final Terms each Tranche of Bearer Notes and Exchangeable Bearer Notes will initially be represented by a temporary global Note (a Temporary Global Note ) which will be exchangeable, as described therein for a permanent global Note (a Permanent Global Note ) or Notes in definitive form ( Definitive Notes ) (as indicated in the applicable Final Terms) in each case not earlier than 40 days after the Issue Date upon certification of non-us beneficial ownership as required by US Treasury regulations. A Permanent Global Note will be exchangeable, unless otherwise specified in the applicable Final Terms, in the limited circumstances as described therein, in whole but not in part, for Definitive Notes. On or before the Issue Date for each Tranche, if the relevant Global Note is an NGN, the Global Note will be delivered to a Common Safekeeper for Euroclear and Clearstream, Luxembourg. On or before the Issue Date for each Tranche, if the relevant Global Note is a CGN, it will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg and/or any other agreed clearing system. Registered Notes will be represented by certificates ( Certificates, which expression shall include certificates in definitive form Definitive Certificates and Global Certificates (as defined below)), one Certificate being issued in respect of each Noteholder s entire holding of Registered Notes of one Tranche. Certificates representing Registered Notes that are registered in the name of a nominee for one or more clearing systems are referred to as Global Certificates. Any interest in a Global Note or Global Certificate will be transferable only in accordance with the rules and procedures for the time being of Euroclear, Clearstream, Luxembourg and/or any other agreed clearance system, as appropriate. Notes cleared through the VP ( VP Notes ) will be in dematerialised form and will not be evidenced by any physical note or document of title other than statements made by the VP or by an account carrying institution (kontoførende institut) in accordance with section 68 of the Danish Act on Trading in Securities (or any modification or re-enactment thereof for the time being in force). Ownership of VP Notes will only be recorded and transfers effected only through the book entry system and register maintained by the VP. Fixed interest will be payable on Fixed Rate Notes on such date or dates as may be agreed between the Issuer and the relevant Dealer (as indicated in the applicable Final Terms) and on redemption of such Notes. A5-4.3 A5-4.1 A

16 Level: 5 From: 5 Tuesday, March 23, :05 eprint Intro Interest will be calculated on the basis of the Fixed Coupon Amount specified in the applicable Final Terms or in the case of interest required to be calculated for a period other than a full year, on the basis of the day count fraction specified in the applicable Final Terms. Floating Rate Notes: Indexed Notes: Other provisions in relation to Floating Rate Notes and Index Linked Interest Notes: Dual Currency Notes: Zero Coupon Notes: Floating Rate Notes will bear interest at a rate determined: (i) on the same basis as the floating rate under a notional interest-rate swap transaction in the relevant Specified Currency governed by an agreement in the form of the interest-rate and Currency Exchange Agreement incorporating the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series); or (ii) on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service; or (iii) on such other basis as may be agreed between the Issuer and the relevant Dealer, as indicated in the applicable Final Terms. The Margin (if any) relating to such floating rate will be agreed between the Issuer and the relevant Dealer for each Series of Floating Rate Notes. Payments of principal in respect of Index Linked Redemption Amount Notes or of interest in respect of Index Linked Interest Notes will be calculated by reference to such index and/or formula as the Issuer and the relevant Dealer may agree (as indicated in the applicable Final Terms). Floating Rate Notes and Index Linked Interest Notes may also have a maximum interest-rate, a minimum interest-rate or both. Interest on Floating Rate Notes and Index Linked Interest Notes in respect of each Interest Period, as selected prior to issue by the Issuer and the relevant Dealer, will be payable on such Interest Payment Dates as are specified in, or determined pursuant to, the applicable Final Terms and will be calculated on the basis of the actual number of days in the Interest Period concerned divided by 360 (or such other denominator determined by the Principal Paying Agent to be customary for such calculation) unless otherwise indicated in the applicable Final Terms. Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes will be made in such currencies, and based on such rates of exchange, as the Issuer and the relevant Dealer may agree (as indicated in the applicable Final Terms). Zero Coupon Notes will be offered and sold at a discount to their principal amount unless otherwise specified in the A5-4.7 A5-4.7 A

17 Level: 5 From: 5 Tuesday, March 23, :05 eprint Intro applicable Final Terms and will not bear interest other than in the case of late payment. Redemption: The Final Terms relating to each Tranche of Notes will indicate either that the Notes of such Tranche cannot be redeemed prior to their stated maturity (other than in specified instalments (see below), if applicable, or for taxation reasons or following an Event of Default) or that such Notes will be redeemable at the option of the Issuer and/or the Noteholders upon giving not less than 15 nor more than 30 days irrevocable notice (or such other notice period (if any) as is indicated in the applicable Final Terms) to the Noteholders or the Issuer, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such terms as are indicated in the applicable Final Terms. Any early redemption of a Subordinated Note (other than following an Event of Default) will be subject to the provisions set out in Condition 8(k). The Final Terms may provide that Notes may be redeemable in two or more instalments of such amounts and on such dates as are indicated in the applicable Final Terms. Denomination of Notes: Redenomination, renominalisation, reconventioning and/or consolidation: Negative Pledge: Cross default: Definitive Notes will be in such denominations as may be specified in the relevant Final Terms save that the Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer and as specified in the applicable Final Terms save that the minimum denomination of each Note admitted to trading on a European Economic Area exchange and/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 will be 1,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency) or such other higher amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency. Notes denominated in a currency that may be redenominated into euro may be subject to redenomination, renominalisation, reconventioning and/or consolidation with other Notes then denominated in euro, in accordance with applicable laws and regulations and then current market practice. Further provisions relating to such redenomination, renominalisation, reconventioning and consolidation may be made in the applicable Final Terms. None. The terms of the Senior Notes will contain a cross-default provision as further described in Condition 11(a). The terms of the Subordinated Notes will contain no cross-default and only limited events of default as further described in Condition 11(b). 17

18 Level: 5 From: 5 Tuesday, March 23, :05 eprint Intro Status of the Senior Notes: Senior Notes and any relative Receipts and/or Coupons will constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and will rank pari passu, without any preference among themselves, with all other outstanding senior, unsecured and unsubordinated obligations of the Issuer, present and future (other than obligations which may be preferred by law) see Condition 3(a). The Senior Notes will be subject to the provisions of the Danish Consolidation Act No. 875 of 15 September 2009 on Financial Stability as amended, pursuant to which the Kingdom of Denmark unconditionally guarantees for a specified period unsubordinated creditors claims against losses in Danish banks to the extent such claims are not otherwise covered. Status of the Subordinated Notes: Principal of and Interest on Subordinated Notes: Listing and admission to trading: Subordinated Notes (Ansvarlig lånekapital/kapitalbeviser) and any relative Receipts and/or Coupons will constitute direct, unconditional, unsecured and subordinated obligations of the Issuer and will rank pari passu without any preference among themselves. The Subordinated Notes and the Receipts and/or Coupons relating to them will rank pari passu with all other present and future subordinate loan capital (Ansvarlig lånekapital) (as defined in section 136 of the consolidated Act on Financial Business No. 793 of 20 August 2009 as amended of the Kingdom of Denmark ( The Financial Business Act ) of the Issuer and, in the event of a distribution of assets in the liquidation or bankruptcy of the Issuer, rank senior to the share capital of the Issuer and any debt instruments issued by the Issuer qualifying for treatment pursuant to section 132 of The Financial Business Act see Condition 3(b). Subject to the approval of the Danish Financial Supervisory Authority, the general meeting of the Issuer s shareholders may resolve to reduce and cancel pro rata part or all of the outstanding principal amount of the Subordinated Notes in certain circumstances see Condition 4. In certain circumstances, the Issuer may elect to defer payment of interest on Subordinated Notes see Condition 6(g). Application has been made to the UK Listing Authority for the Notes to be admitted to the Official List and to trading on the Market. As specified in Part B of the relevant Final Terms, a series of Notes may be unlisted, or admitted to trading on any other market and/or stock exchange. The Final Terms relating to each Tranche of Notes will state whether or not and, if so, on which stock exchange(s) the Notes are to be listed and/or traded and references to listing shall be construed accordingly. Governing law: At the date of this Prospectus, Notes of the Issuer are admitted to trading on the the Market. The Notes and any non-contractual obligations arising out of or in connection with them will be governed by, and A5-6.2 A