NEU CP NEU CP (trade name) 1

Not guaranteed programme

Information Memorandum (IM) Name of the programme JYSKE BANK A/S NEU CP Name of the issuer JYSKE BANK A/S Type of programme NEU CP Programme size EUR 5,000,000,000 Guarantor(s) None Rating(s) of the programme Rated by Standard & Poor’s Arranger(s) Jyske Bank A/S Issuing and paying agent(s) Société Générale (IPA) Dealer(s) Société Générale, UBS Limited, JYSKE BANK A/S, ING Wholesale Banking Date of the information memorandum 01/06/2017 Update by amendment (if None required)

Drawn up pursuant to articles L 213-1A to L 213-4-1 of the French monetary and financial code

A copy of the information memorandum is sent to :

BANQUE DE France

Direction générale de la stabilité financière et des opérations (DGSO) Direction de la mise en œuvre de la politique monétaire (DMPM) 21-1134 Service des Titres de Créances Négociables (STCN) 39, rue Croix des Petits Champs 75049 PARIS CEDEX 01

Avertissement : cette documentation financière étant rédigée dans une langue usuelle en matière financière autre que le français, l’émetteur invite l’investisseur, le cas échéant, à recourir à une traduction en français de cette documentation.

Translation :

Warning : as this information memorandum is issued in a customary language in the financial sphere other than French, the issuer invites the investor, when appropriate, to resort to a French translation of this documentation.

The Banque de France invites investors to read the general terms and conditions for the use of information related to negotiable debt securities :

https://www.banque-france.fr/en/monetary-policy/monitoring-and-development-market-financing/commercial-paper-and- medium-term-note-market-neu-cp-neu-mtn

1 Trade name of the notes defined in article D.213-1 of the French monetary and financial code

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1. DESCRIPTION OF THE ISSUANCE PROGRAMME Article D. 213-9, 1° and D 213-11 of the French monetary and financial code and Article 6 of the Order of 30 May 2016 and subsequent amendments 1.1 Name of the JYSKE BANK A/S programme NEU CP 1.2 Type of programme NEU CP 1.3 Name of the JYSKE BANK A/S issuer 1.4 Type of issuer Monetary financial institution 1.5 Purpose of the General corporate purposes.. programme 1.6 Programme size The maximum outstanding amount issued under the Programme (maximum shall be EUR 5,000,000,000 or its equivalent value at the date of outstanding issue in any other currency authorized by applicable laws and amount) in euro regulations in force in France at the time of the issue. 1.7 Form of the notes Notes of the programme are Negotiable Debt Securities issued in bearer form and recorded in the books of authorized intermediaries (book entry system) in accordance with French laws and regulations. 1.8 Yield basis The remuneration of the NEU CP is unrestricted.

However, the Issuer shall inform the Banque de France to the issuance of NEU CP of any remuneration linked to an index or which varies in accordance with an index clause and if that index or index clause does not refer to a usual interbank market, money market or bond market rate. If there will be an index or formula involved in determining the remuneration there will be no possibility for a negative remuneration and the index options will be limited to EONIA money market, interbank market or bond market rates.

In the case of an issue of NEU CP embedding an option of early redemption, extension or repurchase, as mentioned in paragraph 1.10 below, the conditions of remuneration of such NEU CP will be set at when the said NEU CP will be initially issued and shall not be further modified, including when such an embedded option of early redemption, extension or repurchase will be exercised. 1.9 Currencies of issue Euro or any other currency authorized by applicable laws and regulations in force in France at the time of the issue. 1.10 Maturity The term (maturity date) of the NEU CP shall be determined in accordance with laws and regulations applicable in France, which imply that, at the date hereof, the term of the NEU CP shall not be longer than one year (365 days or 366 days in a leap year), from the issue date. The NEU CP may be repaid before maturity in accordance with the laws and regulations applicable in France.

The NEU CP issued under the Programme may carry one or more embedded option(s) of extension of the term (hold by either the Issuer or the holder, or linked to one or several events not related to either the Issuer or the holder).

The NEU CP issued under the Programme may also carry one or more embedded option(s) of repurchase before the term (hold by either the Issuer or the holder, or linked to one or several events not related to either the Issuer or the holder).

An option of early redemption, extension or repurchase of NEU CP, if any, shall be explicitly specified in the confirmation form of any related issuance of NEU CP.

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In any case, the overall maturity of any NEU CP embedded with one or several of such clauses, shall always - all options of early redemption, extension or repurchase included – conform to laws and regulations in force in France at the time of the issue. 1.11 Minimum issuance The NEU CP shall be issued for a nominal amount at least equal amount to EUR 200,000 or its equivalent in other currencies.

1.12 Minimum By virtue of regulation (Article D 213-11 of the French monetary and denomination of financial code), the legal minimum face value of the NEU CP within the notes the framework of this programme is 200 000 euros or the equivalent in the currencies selected at the time of issuance. 1.13 Status of the notes The NEU CP shall constitute direct, unsecured and unsubordinated obligations of the Issuer, ranking at least pari passu with all other current and future direct, unsecured, unguaranteed and unsubordinated indebtedness of the Issuer. 1.14 Governing law that Any NEU CP under the Programme will be governed by French applies to the law. notes All potential disputes related to the issuance of the NEU CP shall be governed and construed according to French Law. 1.15 Listing of the NO notes/Admission to trading on a regulated market 1.16 Settlement system The NEU CP will be issued in Euroclear France. 1.17 Rating(s) of the Rated programme Standard & Poor’s: http://www.standardandpoors.com/en_EU/web/guest/ratings/details/- /instrument-details/debtType/COMMPAPER/entityId/350811

Ratings can be reviewed at any time by the Rating Agencies. Investors are invited to refer to the website of the rating agency concerned for the current rating. 1.18 Guarantor None 1.19 Issuing and Paying Société Générale Agent(s) (IPA)

1.20 Arranger Jyske Bank A/S 1.21 Placement method Placement through dealers: ING Wholesale Banking, UBS Limited, JYSKE BANK A/S, Société Générale.

The Issuer may subsequently elect to replace any dealer or appoint other dealers; an updated list of such dealers shall be disclosed to investors upon request to the Issuer. 1.22 Selling restrictions General selling restrictions

No action has been taken or will be taken by the Issuer, each Dealer, any initial subscriber and any further holder of the NEU CP issued under the Programme that would or is intended to permit a public offering of the NEU CP or the possession or distribution of the Information Memorandum or any other document relating to the NEU CP in any country or jurisdiction where action for that purpose is required.

The Issuer, each Dealer, any initial subscriber and any further holder of the NEU CP has undertaken, to the extent possible, to the best of its knowledge, to comply with all applicable laws and regulations in force in any country or jurisdiction in which it

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purchases, offers or sells the NEU CP or possesses or distributes the Information Memorandum or any other document relating to the NEU CP and to obtain any consent, approval or permission required by it for the purchase, offer or sale of NEU CP under the laws and regulations in force in any jurisdiction to which it is subject or in which it will make such purchases offers or sales and neither the Issuer, nor any Dealer nor any initial subscriber nor any further holder shall have responsibility therefore.

None of the Issuer, any Dealer, any initial subscriber or any further holder of the NEU CP will either offer, sell or deliver, directly or indirectly, any NEU CP or distribute the Information Memorandum or any other document relating to the NEU CP in or from any country or jurisdiction except under circumstances that will result in the compliance with any applicable laws and regulations and which will not impose any obligations on the Issuer.

France Each of the Issuer, the Dealer, any initial subscriber has represented and agreed and any further holder of the NEU CP will be required to represent and agree, that it has not offered or sold, and will not offer or sell directly or indirectly any NEU CP to the public in France, and has not distributed and will not distribute or cause to be distributed to the public in France the Information Memorandum or any other offering material relating to the NEU CP and that such offers, sales and distributions have been and will only be made in France to (i) qualified investors (investisseurs qualifiés) acting for their own account in accordance with sub-paragraph 2 of article L 411-2 and articles D 411-1 and D 411-2 of the French Code monétaire et financier and/or (ii) to providers of investment services relating to portfolio management for the account of third parties.

United States The NEU CP have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other laws or regulations of any state of the United States of America, and may not be offered or sold within the United States of America, or to, or for the account or benefit of, U.S. persons (as defined in accordance with Regulation S under the Securities Act).

The Issuer, each Dealer, and any initial subscriber have represented and agreed, and any further holder of the NEU CP will be required to represent and agree, that they have not offered, sold or delivered, and will not offer, sell or deliver, whether directly or indirectly, any NEU CP within the United States of America or to, or for the account or benefit of, any U.S. person (i) as part of their distribution at any time and (ii) otherwise until the day immediately following 40 days after the later of (y) the day on which such NEU CP are offered and (z) the issue date of such NEU CP (the “Distribution Compliance Period”). In addition, until the conclusion of the Distribution Compliance Period, an offer or sale of NEU CP within the United States by the Issuer, each Dealer, any initial subscriber or any further holder of the NEU CP ,

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whether or not participating in the offering, may violate the registration requirements of the Securities Act.

The Issuer, each Dealer, any initial subscriber have also agreed, and any further holder of the NEU CP will be required to agree that they will send to each distributor, initial subscriber or person to which they sell the NEU CP during the Distribution Compliance Period a notice setting out the selling and offering restrictions of the NEU CP in the United States of America or to, or for the account or benefit of, US persons.

The NEU CP will be offered and sold only outside the United States to persons other than US persons (as defined in accordance with Regulation S under the Securities Act).

1.23 Taxation The Issuer is not bound to indemnify any holder of the NEU CP in case of taxes which are payable under French law or any other foreign law in respect of the principal of, or the interest on, the NEU CP, except for any stamp or registration taxes payable by the Issuer under French law. 1.24 Involvement of Banque de France national authorities 1.25 Contact details of Information about the Issuer can be obtained from: the person(s) in JYSKE BANK website: www.investor.jyskebank.com charge of the

issuing programme Merete Poller Novak Title: Director, Head of Debt IR & Capital Markets Funding Phone: + 45 89892526 E-mail: [email protected]

Steen Nøhr Nygaard Title : Senior Director, Head of Treasury Division Phone: + 45 89892522 E-mail: [email protected] 1.26 Additional Updates information on the The Issuer shall update in due time the Programme Information programme Memorandum in accordance with the legal laws and regulations applicable.

Annual update The Issuer shall update each year its Programme Information Memorandum within 45 days following the shareholders’ annual general meeting, or the equivalent body, voting on the accounts for the last financial year.

Permanent update The Issuer shall immediately update its Programme Information Memorandum following any change to the NEU CP under this Programme relating to: • the maximum amount of its outstanding NEU CP issues; • its rating; • the IPA; • any new circumstance which may have a significant effect on the NEU CP or on the outcome of the issue programme.

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Communication The Issuer shall, in accordance with applicable laws and regulations, immediately and free of charge, provide its Programme Information Memorandum and its updates to the entities involved in the implementation of its Programme such as: • Agent Domiciliataire • Intermediaries for the purchase and sale of the NEU CP and any person who requests them.

The Issuer shall communicate immediately each update to the Banque de France.

1.27 Language of the English information memorandum

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2. DESCRIPTION OF THE ISSUER Article D. 213-9, 2° of the French monetary and financial code and Article 7, 3° of the Order of 30 May 2016 and subsequent amendments 2.1 Legal name JYSKE BANK A/S 2.2 Legal The issuer is incorporated in as a commercial bank in form/status, the legal form of a limited liability company and is regulated by the governing law of consolidated Act on Financial Business 182 of 18/02/2015 as the issuer and amended of the Kingdom of Denmark (“The Financial Business competent Act”) courts 2.3 Date of 7th July 1967 incorporation 2.4 Registered JYSKE BANK A/S office or equivalent Registered Office: (legal address) and main Vestergade 8-16, administrative 8600 office DENMARK 2.5 Registration The Issuer is registered with the Danish Business Authority number, (Erhvervs styrelsen) under number CVR 17616617. place of registration 2.6 Issuer’s According to article one of the Articles of Association, the mission objective of Jyske Bank A/S is to act as a bank and carry out summary related financial services either directly through Jyske Bank A/S or through its subsidiaries. 2.7 Brief Jyske Bank (“the Bank”) was established as a public limited th description company on 7 July 1967 under the Danish Companies Act and of current Bank Act and is registered with the Danish Business Authority activities (Erhvervs styrelsen), under number CVR 17616617.

The Jyske Bank Group is the fourth largest financial service group in Denmark with total assets of DKK 587bn, a total of 3,981 em- ployees as at 31 December 2016. The Group services 890,000 customers and has a market share of 10-11% of aggregate Danish mortgage lending, bank lending as well as bank deposit taking. The Groups credit portfolio is well diversified with a balanced split between the SME/corporate sector and the private individuals/residential sector.

The Group is organized in three business units: Banking activities (Jyske Bank A/S); Mortgage lending activities (BRFkredit A/S); Leasing activities (Jyske Finans A/S)

Core business activities & business model The Group focus primarily on Danish SME and retail clients. Through the retail and commercial banking activities, the Group offers a full range of financial services in connection with financial solutions, including leasing and financing activities, private banking, as well as mortgage lending activities via the subsidiary BRFkredit. BRFkredit is Denmark’s fourth largest mortgage lender specialising in owner-occupied homes, vacation homes, commercial properties and subsidised housing. The Group has strong nationwide market presence with an extensive distribution platform where customers are serviced via the branch network as

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well as via the Internet and mobile phone banking platforms. The trading & investment activities of the Group are anchored in the business division Capital Markets in Silkeborg and comprise investment advice and asset management services, including trading in fixed-income products, foreign currency, bonds, shares, commodities and derivatives. Capital Markets also services larger institutional- and corporate clients.

The Group’s business model involves strategic sourcing partner- ships in key areas, including life insurance products through PFA Pension, insurance products via GF Forsikring, mortgage products within agriculture through DLR Kredit as well as payment cards via SEB. Similarly, the Group is a member of Foreningen Bankdata, which delivers essential parts of Jyske Bank’s IT development and IT solutions, and Jyske Bank’s IT operations are performed at JN Data.

Strategic focus The strategic initiatives in recent years have focused on enhanc- ing the earnings through selective acquisitions and cost reduc- tions, strengthening of the capital base, and divesture of non-core activities. Since 2014, the Group has had strong strategic focus on mortgage lending as a driver of the Groups future growth and strengthening of the Group’s overall market position in Denmark, both by means of competitively priced, “Jyske home loan products”, as well as via BRFkredits direct mortgage activities. The overall vision is to become “the preferred bank for the Danish homeowner. During 2015, the Group strengthened the Capital Management organization to position Jyske Bank as an important Asset Manager. Capital Management is recognised as a key strategic focus area for future growth and earnings enhancement of the Group.

Capital position and capital targets Jyske Bank is a designated Danish SIFI, which entails the gradual phasing in of a 1.5 per cent. SIFI supplement to the capital base requirement that reflects the Group’s systemic importance. In addition hereto the fully loaded CRD IV requirements by 2019 (total capital ratio as well as CET1 requirements) will include the gradual phasing in of both a 2.5 per cent. capital conservation buffer as well as potentially a 2.5 per cent. countercyclical buffer. The countercyclical capital buffer has by the Danish Ministry of Business & Growth been set at 0 per cent. for 2016 and 2017.

Jyske Bank’s long-term capital management objective is a total capital ratio of 17.5 per cent. and a CET1 ratio of 14 per cent. Jyske Bank’s large proportion of CET1 capital cements the quality of the total capital and provides a substantial buffer for the maximum sustainable loss that can be incurred without the need for additional capital. The Jyske Bank Group is strongly capitalized and already compliant with the fully loaded CET1 requirements of the CRD IV and the Danish SIFI regulation:

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JYSKE BANK GROUP CAPITAL STRUCTURE 2016 2015 Core equity Tier 1 16.5 16.1 % Hybrid Tier 1 1.2 % 0.4 % Total Tier 1 17.7 16.5 % Tier 2 0.6 0.5 % Total solvency 18.3 17.0 %

Pillar I min. solvency requirement 8% 8% Pillar II (Individual solvency requirement - 8 %) 2.0% 2.5 % SIFI buffer requirement 0.6 % 0.3 % Capital conservation buffer 0.6 % Total solvency requirement 11.3% 10.8 % Capital buffer 7.0 % 6.2 % Core equity Tier 1 capital buffer 5.2 % 5.3 %

Furthermore, the Group remains well positioned to accommodate the effect of new regulation as well as to continue participating in the consolidation in the Danish banking sector. Corporate governance Members of the Supervisory Board of the Bank are elected indirectly by the shareholders. At the Annual General Meeting, shareholders elect Shareholders’ Representatives who elect the members of the Supervisory Board among themselves. For both functions the term of office is three years.

Voting restrictions The Bank’s share capital consists of one class of shares with a face value of DKK 10, each share carrying one vote. The maximum number of votes per shareholder is limited to 4000. Acquisition of more than 10 per cent. of the Bank’s share capital requires the consent of the Bank.

Voting agreement There are no voting agreements.

More detailed information about the Issuer's business activity and 2016 financial results can be found on pages 2 to 38 of Jyske Bank Annual Report 2016 (Appendix II).

Details about the Issuer's Risk and capital management can be found on: https://investor.jyskebank.com/investorrelations/capitalstructure

2.8 Capital 2.8.1 Amount of As at 31 December 2016 Jyske Bank's total share capital capital subscribed and fully paid was DKK 950,399,990 (EUR subscribed 127,570,469) represented by 95,039,999 shares with a nominal and fully value of DKK 10 (EUR1.34). paid 2.8.2 Amount of Not applicable. capital subscribed and not fully paid 2.9 List of main At year end 2016 BRFholding a/s (Denmark) held 24 % of the shareholders share capital and MFS Investment Management (USA) held 5.14

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% of the share capital. 2.10 Regulated The shares of the Issuer are listed on the NASDAQ OMX markets on Exchange . which the http://www.nasdaqomxnordic.com/ shares or debt Jyske Bank issues debt securities under its USD 8 billion Medium Term Notes Programme (EMTN Programme). Notes issued under securities of the EMTN programme can be listed at the London Stock the issuer Exchange’s European Economic Area Regulated market. are listed 2.11 Composition Below is the list of members of the Executive Board and the of governing Supervisory Board of Jyske Bank A/S as at 31 December 2016. bodies and supervisory Executive Board: Anders Dam (Managing Director and CEO) bodies Leif F. Larsen Niels Erik Jakobsen Per Skovhus Sven A. Blomberg

Supervisory Board: Sven Buhrkall (Chairman) Kurt Bligaard Pedersen (Deputy Chairman) Jens A. Borup Philip Baruch Keld Norup Rina Asmussen Peter Schleidt Haggai Kunisch (Employee Representative) Marianne Lillevang (Employee Representative) Christina Lykke Munk (Employee Representative) 2.12 Accounting As mentioned on page 102 of Jyske Bank Annual Report 2016 method for (Schedule I), the consolidated accounts for 2016 have been consolidated prepared in accordance with the International Financial Reporting accounts (or Standards (IFRS) as adopted by the EU. failing that, for the annual accounts) 2.13 Accounting Starting on 1st January and ending on 31st December. year 2.13.1 Date of the 21 March 2017. last general annual meeting of shareholders 2.14 Fiscal year Starting on 1st January and ending on 31st December. 2.15 Independent auditors of the issuer, who have audited the issuer’s annual accounts 2.A.15.1 DELOITTE Independent Papirfabrikken 26 auditors DK-8600 Silkeborg Denmark

In 2015: Henrik A. Laursen and Kasper Bruhn Udam

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In 2016: Hans Trærup and Kasper Bruhn Udam 2.A.15.2 The Auditor’s opinions appear on: Independent Page 43 of the 2016 Annual Report of Jyske Bank (Appendix auditors report II) Page 41 of the 2015 Annual Report of Jyske Bank (Appendix II) The auditors opinions apply to consolidated financial statements and parent financial statements 2.16 Other USD 8,000,000,000 Euro Medium Term Notes program equivalent programmes of the issuer 2.17 Rating of the Rated by Standard & Poor’s issuer 2.18 Additional INFORMATION CONCERNING THE ISSUER’S REQUEST OF information on THE STEP LABEL the issuer An application for a STEP label for this Programme will be made to the STEP Secretariat [in relation to the Notes eligible under the STEP Market Convention]. Information as to whether the STEP label has been granted for this Programme [in relation to such Notes] may be made available on the STEP market website (initially www.stepmarket.org). This website is not sponsored by the Issuer and the Issuer is not responsible for its content or availability.

Unless otherwise specified in this Information Memorandum, the expressions “STEP”, “STEP Market Convention”, “STEP label”, “STEP Secretariat”, and “STEP market website” shall have the meaning assigned to them in the Market Convention on Short- Term European Paper dated 19 May 2015 and adopted by the ACI – The Financial markets Association and the European Banking Federation (as amended from time to time).

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CERTIFICATION OF INFORMATION FOR THE ISSUER Articles D. 213-9, 4° of the French monetary and financial code and subsequent amendments 3.1 Persons responsible for the Name: information memorandum concerning the programme of NEU CP

Anders Christian Dam Title: CEO & Member of the Executive Board

Niels Erik Jakobsen Title: Member of the Executive Board 3.2 Declaration of the persons To our knowledge, the information contained in responsible for the information the financial documentation, is true and accurate memorandum concerning the and does not contain any misrepresentation programme of NEU CP which would make it misleading 3.3 Date, place of signature, signature Executed in Silkeborg on 01/06/2017

INFORMATION CONCERNING THE ISSUER’S REQUEST OF THE STEP LABEL 4.1 Issuers request for STEP LABEL An application for a STEP label for this Programme will be made to the STEP Secretariat in relation to the Notes eligible under the STEP Market Convention. Information as to whether the STEP label has been granted for this Programme in relation to such Notes may be made available on the STEP market website (initially www.stepmarket.org). This website is not sponsored by the Issuer and the Issuer is not responsible for its content or availability.

Unless otherwise specified in this Information Memorandum, the expressions “STEP”, “STEP Market Convention”, “STEP label”, “STEP Secretariat”, and “STEP market website” shall have the meaning assigned to them in the Market Convention on Short-Term European Paper dated 19 May 2015 and adopted by the ACI – The Financial markets Association and the European Banking Federation (as amended from time to time).

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APPENDICES Appendice Ratings of the programme Standard & Poor’s: I http://www.standardandpoors.com/en_EU/web/g uest/ratings/details/-/instrument- details/debtType/COMMPAPER/entityId/350811

Appendice Information provided to the Issuer Annual reports and financial II shareholders during the accounts Annual General Meetings JYSKE BANK 2016 Annual Report JYSKE BANK 2015 Annual Report

Also available via: https://investor.jyskebank.com/investorrelations Appendice Amendment, if requested, None III under electronic and paper form

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