Initial Rate of Interest: [•]% Fixed Annually, Actual/Actual (ICMA)
Fixed Reset Rate of Interest: 1 Year MS+[•]bps per annum. Interest will be calculated on the basis of Actual/Actual (ICMA)
Instrument: Reg S Eurobond
Form: Bearer, NGN
Use of proceeds: Financing or refinancing of eligible green loans in accordance with the Issuer’s green bond framework from May 2024 (and as further described in the “Use of Proceeds” section of the Offering Circular)
Early Redemption: Callable in whole for Tax Event (Gross-up) and upon occurrence of a MREL Disqualification Event (as described in Condition 6(b) and Condition 6(c))
Substitution & Variation: Upon the occurrence and continuation of a MREL Disqualification Event, or in order to ensure the effectiveness and enforceability of Condition 17(e), the Issuer may (as described in Condition 6(j) subject to Condition 6(l)) substitute all of the Notes, but not some only, or vary the terms of all of the Notes, but not some only, without any requirement for the consent or approval of the Noteholders, so that they become or remain Qualifying Non-Preferred Senior Notes, subject to certain conditions including having terms not materially less favourable to the Noteholders
Events of Default: No Events of Default, limited Enforcement Events as described in Condition 9 in the Offering Circular
Waiver of Set-Off: No Noteholder shall be entitled to exercise any right of set-off, netting or counterclaim in respect of the Notes
Statutory Loss Absorption: Each Noteholder acknowledges that the Notes may be subject to Danish Statutory Loss Absorption Powers
Governing Law: English law, except that the provisions contained in Conditions 3(a), 3(b), 3(c), 3(d), 6(b), 6(c), 6(d), 9 and 17(e) which are governed by, and shall be construed in accordance with, the laws of the Kingdom of Denmark (as further described in Condition 17(a))
Denominations: €100,000 and integral multiples of €1,000 in excess thereof
Listing: Euronext Dublin (regulated market)
Clearing: Euroclear / Clearstream
Fees: The Lead Manager will be paid a fee by the Issuer in connection with the transaction
MiFID Target Market / PRIIPs: Manufacturer target market (MiFID II product governance) is Professional Clients and Eligible Counterparties only (all distribution channels). No EU PRIIPs key information document and no UK disclosure document required by DISC have been prepared as not available to retail in the EEA or UK
Joint Lead Managers: BNP Paribas (B&D), Danske Bank, J.P. Morgan, SEB, Swedbank
Advertisement: The Offering Circular is available and the Final Terms, when published, will be available on the website of Euronext Dublin at: https://www.euronext.com/en/markets/dublin