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OFFERING CIRCULAR SAXO BANK A/S EUR 2,000,000,000 Senior

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OFFERING CIRCULAR SAXO BANK A/S EUR 2,000,000,000 Senior OFFERING CIRCULAR SAXO BANK A/S EUR 2,000,000,000 Senior Note and Subordinated Note Programme Under this EUR 2,000,000,000 Senior Note and Subordinated Note Programme (the “Programme”), Saxo Bank A/S (the “Issuer”) may from time to time issue notes (the “Notes”). Notes may be (i) senior notes (“Senior Notes”) or (ii) dated subordinated notes (in Danish: kapitalbeviser) (“Subordinated Notes”), as indicated in the relevant Pricing Supplement (as defined below). Notes may be denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not at any time exceed EUR 2,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme” and any additional Dealer appointed under the Programme from time to time by the Issuer (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. This offering circular (the “Offering Circular”) has not been approved as a prospectus for the purposes of the Prospectus Directive. When used in this Offering Circular, “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in a relevant Member State of the EEA (as defined below). This Offering Circular has been approved as “Listing Particulars” by the Irish Stock Exchange plc (the “Irish Stock Exchange”). Application has been made to the Irish Stock Exchange for the Notes issued under the Programme to be admitted to the Irish Stock Exchange’s Official List and trading on the Global Exchange Market of the Irish Stock Exchange (the “Global Exchange Market”) for a period of 12 months from the date of this Offering Circular. This Offering Circular constitutes “Listing Particulars” for the purposes of the admission of the Notes to the Irish Stock Exchange’s Official List and to trading on the Global Exchange Market and, for such purposes, does not constitute a “prospectus” for the purposes of the Prospectus Directive. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC (the “Markets in Financial Instruments Directive”). The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or market(s) as may be agreed between the Issuer and the relevant Dealer and as specified in the relevant pricing supplement document (the “Pricing Supplement”). Notes which are neither listed nor admitted to trading on any stock exchange or market may also be issued. However, this Offering Circular has not been approved as a base prospectus for the purposes of the Prospectus Directive and, accordingly, no offer to the public may be made and no admission to trading may be applied for on any market in the EEA designated as a regulated market, in each case for the purposes of the Prospectus Directive. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in the relevant Pricing Supplement which with respect to Notes to be admitted to the Official List and to trading on the Global Exchange Market, will be delivered to the Irish Stock Exchange on or before the date of issue of the Notes of such Tranche. An investment in Notes issued under the Programme involves certain risks. Prospective purchasers of Notes should ensure that they understand the nature of the relevant Notes and the extent of their exposure to risks and that they consider the suitability of the relevant Notes as an investment in the light of their own circumstances and financial condition. For a discussion of these risks see “Risk Factors” below. Arranger BNP PARIBAS Dealers BNP PARIBAS SAXO BANK A/S The date of this Offering Circular is 3 November 2017 2 IMPORTANT INFORMATION This Offering Circular does not constitute a “prospectus” for the purposes of the Prospectus Directive. Notes may only be issued under this Programme in circumstances where no prospectus is required to be published under the Prospectus Directive (see the “Subscription and Sale” section of this Offering Circular). The Issuer accepts responsibility for the information contained in this Offering Circular. 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 Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference”). This Offering Circular shall be read and construed on the basis that such documents are incorporated in, and form part of, this Offering Circular. The Dealers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Arranger or the Dealers as to the accuracy or completeness of the information contained or incorporated in this Offering Circular or any other information provided by the Issuer in connection with the Programme or the issue or sale of Notes under the Programme. No Dealer accepts any liability in relation to the information contained or incorporated by reference in this Offering Circular or any other information provided by the Issuer in connection with the Programme or the issue or sale of Notes under the Programme. No person is or has been authorised by the Issuer or any of the Dealers to give any information or to make any representation not contained in, or not consistent with, this Offering Circular or any other information supplied in connection with the Programme or 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. Notes issued under the Programme to be admitted to the Irish Stock Exchange’s Official List and trading on the Global Exchange Market will, because of their nature, normally be bought and traded by a limited number of investors who are particularly knowledgeable in investment matters. Neither this Offering Circular nor any other information supplied in connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer or any of the Dealers that any recipient of this Offering Circular 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 Offering Circular nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers to any person to subscribe for or to purchase any Notes. Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall in any circumstances 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 or to advise any investor in the Notes of any information coming to their attention. IMPORTANT – EEA RETAIL INVESTORS – If the Pricing Supplement in respect of any Notes includes a legend entitled “Prohibition of Sales to EEA Retail Investors”, the Notes, from 1 January 2018, are not intended to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in 3 point (11) of Article 4(1) of Directive 2014/65/EU (“MiFID II”); (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the Prospectus Directive). Consequently no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
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