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Nykredit Realkredit A/S (Incorporated As a Public Limited Company in Denmark with CVR No

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Nykredit Realkredit A/S (Incorporated As a Public Limited Company in Denmark with CVR No Base Prospectus dated 18 May 2018 Nykredit Realkredit A/S (incorporated as a public limited company in Denmark with CVR no. 12719280) 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 Base Prospectus (the “Programme”) and subject to compliance with all relevant laws, regulations and directives, each of Nykredit Realkredit A/S (“Nykredit Realkredit”) and Nykredit Bank A/S (“Nykredit Bank”) (together the “Issuers” and each an “Issuer”) may from time to time issue 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). Under the Programme, Notes issued by (a) Nykredit Realkredit and Nykredit Bank may be dated and unsubordinated (“Unsubordinated Notes”), and (b) Nykredit Realkredit may be (i) dated and with a ranking as described in Condition 4(b) (Status of the Notes – Senior Non-Preferred Notes) in “Terms and Conditions of the Notes” (“Senior Non-Preferred Notes”), (ii) dated, subordinated and, on issue, constituting Tier 2 Capital (as defined in the Condition 2 (Definitions) in “Terms and Conditions of the Notes”) (“Subordinated Notes”) or (iii) dated or undated subordinated contingent capital and, on issue, constituting Tier 2 Capital (“Contingent Capital Notes”) as indicated in the relevant Final Terms or Pricing Supplement (each as defined below), as applicable. An application may be made to Nasdaq Copenhagen A/S for Notes issued under the Programme (other than Exempt Notes (as defined below)) to be listed on the official list of Nasdaq Copenhagen A/S and to be admitted to trading on Nasdaq Copenhagen A/S’s regulated market. Nasdaq Copenhagen A/S’s regulated market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended (“MiFID II”). Unlisted Exempt Notes and Notes listed on other stock exchanges may also be issued pursuant to the Programme. The relevant Final Terms or Pricing Supplement, as applicable, in respect of the issue of any Notes will specify whether or not such Notes will be listed on Nasdaq Copenhagen A/S’s regulated market (or any other stock exchange). This Base Prospectus has been prepared by the Issuers with a view to having the Notes admitted to trading on Nasdaq Copenhagen A/S’s regulated market or on another regulated market for the purposes of MiFID II. Save in the case of Exempt Notes, this Base Prospectus has been prepared as a prospectus in compliance with the Prospectus Directive (as defined below) for the purpose of giving information with regard to the relevant Issuer, the relevant Issuer and its subsidiaries taken as a whole and the Notes which, according to the particular nature of the relevant 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 relevant Issuer. Save in the case of Exempt Notes, this Base Prospectus constitutes two base prospectuses for the purposes of Article 5.4 of the Prospectus Directive: (i) the base prospectus for Nykredit Realkredit in respect of Notes to be issued by Nykredit Realkredit under the Programme, and (ii) the base prospectus for Nykredit Bank in respect of Notes to be issued by Nykredit Bank under the Programme. The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be admitted to trading on a regulated market in the European Economic Area (“EEA”) and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)). References in this Base Prospectus to “Exempt Notes” are to Notes for which no prospectus is required to be published under the Prospectus Directive. The Danish Financial Supervisory Authority has neither approved nor reviewed information contained in the section headed “Pricing Supplement” in this Base Prospectus in connection with Exempt Notes. The Notes issued under the Programme will be issued in dematerialised form and settled through VP Securities A/S or another securities depository specified in the relevant Final Terms or Pricing Supplement, as applicable. Each of Nykredit Realkredit and Nykredit Bank has been rated A (long term unsecured rating) and F1 (short term unsecured rating) by Fitch Ratings Limited (“Fitch”) and A (long term unsecured rating) and A-1 (short term unsecured rating) 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”) and are included in the list of credit rating agencies published by the European Securities and Markets Authority (“ESMA”) on its website (www.esma.europa.eu) in accordance with the CRA Regulation. Notes to be issued under the Programme will be rated or unrated. Where Notes issued under the Programme are to be rated, the applicable rating(s) will be specified in the relevant Final Terms or Pricing Supplement, as applicable. Whether or not a rating in relation to any 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 or Pricing Supplement, as applicable. 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 Base Prospectus. Arrangers for the Programme BNP PARIBAS Nykredit Realkredit A/S In the case of any Notes other than Exempt Notes, either (i) all trades in Notes as well as the initial subscription for Notes shall be in a minimum amount of €100,000 or (ii) the minimum specified denomination of each Note shall be €100,000 (or, in each case its equivalent in any other currency as at the date of issue of the Notes). In the case of Exempt Notes, any person making or intending to make an offer in a Member State of the EEA of Exempt Notes which are the subject of an offering contemplated in this Base Prospectus as completed by the relevant Pricing Supplement 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 (as defined in “General Description of the Programme”) 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 Issuers nor any of the Dealers have authorised, nor do they authorise, the making of any offer of Exempt Notes in circumstances in which an obligation arises for any Issuer or any Dealer to publish or supplement a prospectus for such offer. The expression “Prospectus Directive” means Directive 2003/71/EC (as amended), and includes any relevant implementing measure in a relevant Member State of the EEA This Base Prospectus should be read and construed together with any supplement hereto and with any documents incorporated by reference herein and, in relation to any Tranche (as defined in “Terms and Conditions of the Notes” below) of Notes, should be read and construed together with the relevant Final Terms or Pricing Supplement, as applicable. No person has been authorised to give any information or to make any representation other than those contained in this Base 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 any of the Issuers or any of the Dealers or the Arrangers (as defined in “General Description of the Programme”). Neither the delivery of this Base 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 Issuers since the date of this Base Prospectus or the date upon which this Base Prospectus has been most recently supplemented or that there has been no adverse change in the financial position of the Issuers since the date of this Base Prospectus or the date upon which this Base 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. Prospective investors of all Notes are referred to the section headed “Important Information” in this Base Prospectus. The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuers, the Dealers and the Arrangers 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, as amended (the “Securities Act”). 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 the distribution of this Base Prospectus, see “Subscription and Sale”.
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