Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan or in any jurisdic-tion in which such transmission or distribution is unlawful. Any failure to comply with this restriction may constitute a violation of US, Ca-nadian, Australian or Japanese securities laws or the securities laws of other states as the case may be. This announcement is not an of-fer of securities for sale into the United States, Canada, Australia or Japan. The securities described in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration. These securities will only be offered in an offshore transaction pursuant to Regulation S. Nasdaq OMX Copenhagen London Stock Exchange Bourse de Luxembourg Other stakeholders Stock Exchange Announcement No 08/09 Group Executive Management Peberlyk 4 • PO Box 1038 DK-6200 Aabenraa Tel +45 74 36 36 36 Fax +45 74 36 35 36 www.sydbank.dk SWIFT SYBKDK22 Sydbank A/S CVR No DK 12626509, Aabenraa 15 September 2009 Sydbank A/S to offer up to 6,749,999 shares in a private placement at market price The Board of Directors of Sydbank A/S (“Sydbank”) has today resolved to launch an offering (the “Offering”) of up to 6,749,999 new shares of Sydbank. The Offering will be executed via an accelerated book-building of a maximum number of 6,749,999 shares with a nominal value of DKK 10 each, representing approximately 9.99% of Sydbank's cur-rent issued share capital of nominal DKK 675,000,000. The offer price will be determined after close of the accelerated book-building process. Based on the closing share price on 14 September 2009 of DKK 137.25 the gross proceeds from the Offering corresponds to approximately DKK 926m. The net proceeds from the capital increase will give Sydbank the flexibility of not utilising the option of taking hybrid capital provided by the Danish state, in line with Sydbank's current preference. It will also give Sydbank capital strength to participate in the expected consolidation of the Danish banking industry should attractive opportunities arise. See also stock exchange announcement no. 07/09 of 18 August 2009. Developments post June 30, 2009 During the two-month period July-August 2009, Sydbank recorded growth in total core income at a similar rate as the average growth rate in H1 2009. The items costs and depreciation was in line with budget and impairment of loans and advances during these two months showed a slightly lower monthly run-rate than during H1 2009. The costs for the contribution to the Danish Contingency Committee were incurred according to plan. Since June 30, 2009, Sydbank sold 2,237,032 of its treasury shares which increased Sydbank's book equity with app. DKK 281m. As of 14 September 2009 Sydbank had 829,410 treasury shares out of its total of 67,500,000 shares issued. The Group's liquidity and funding positions continue to be strong. Outlook for 2009 In light of the robust performance experienced during the first two months of the third quarter, Man-agement remains confident as regards the outlook for the full year 2009, as described in Sydbank's announcement of results for the period ended 30 June 2009. Assuming recent operational and eco-nomic trends continue through into the fourth quarter, Management also remains confident in its ability to meet or exceed the target set in respect of core earnings before impairments of loans and advances for the full year 2009. Further updates will be given upon announcement of Sydbank's re-sults for the period ended 30 September 2009. The Offering The Offering is being made to institutional investors in Denmark and internationally but outside the Unites States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended. The of-fering is being made without pre-emption rights to Sydbank's existing shareholders pursuant to the authorisation contained in article 3.1 of the Articles of Association. Danske Markets (Division of Danske Bank A/S) and J. P. Morgan Securities Ltd. are acting as Joint Lead Managers and Joint Bookrunners in connection with the Offering. Sydbank Markets is acting as Co-lead manager. Subscription orders may be placed and purchases may be made through the Joint Lead Managers and Joint Bookrunners. The book-building process will start immediately. Pricing and allocation are expected to be an-nounced as soon as practicable following the closing of the Offering. On pricing and allocation the Joint Global Coordinators expect to undertake an underwriting com-mitment with Sydbank subject to customary terms and conditions. Resolution on share capital increase The Board of Directors of Sydbank has resolved to launch the Offering of up to a maximum of 6,749,999 shares with a nominal value of DKK 10 each. At the maximum number of shares Sydbank's share capital will be increased by a nominal value of DKK 67,499,990. The resolution to increase the share capital is made pursuant to the authorisation contained in arti-cle 3.1 of the Articles of Association. Admission for trading and official listing NASDAQ OMX Copenhagen has confirmed that the new shares will be listed under the existing share code ISIN code DK0010311471 after registration of the share capital increase with the Danish Commerce and Companies Agency and merger of the temporary ISIN code DK0060191377 with the existing shares ISIN code in VP Securities. The temporary ISIN code will not be listed on NASDAQ OMX Copenhagen, but only registered in VP Securities for subscription of the new shares. Expected timetable for the capital increase The offering is a private placement of shares made to institutional investors in Denmark and interna-tionally, and the shares will be offered in an accelerated book-building process at market price. If the Offering is oversubscribed, an individual allocation of shares will be made. The offer price is expected to be announced through NASDAQ OMX Copenhagen no later than on: 17 September 2009 Expected date of payment against delivery: 22 September 2009 Expected date of registration of the capital increase with the Danish Commerce and Companies Agency: 22 September 2009 Expected date of admission for listing of new shares under the existing ISIN code: 24 September 2009 It is expected that the dates of admission for listing, payment and registration of the capital increase may be brought forward if the Offering is closed earlier than expected. Lock-up From today's date until the date falling 6 months from registration of the capital increase, Sydbank has undertaken a lock-up obligation to the Joint Lead Managers and Joint Bookrunners that Sydbank will not, directly or indirectly issue, sell, offer for sale, enter into any agreement regarding the sale of any securities of Sydbank, pledge, or any other way directly or indirectly transfer shares or other securities exchangeable into shares in the Company without the prior written consent of to the Joint Lead Managers and Joint Bookrunners, such consent is not to be unreasonably withheld or delayed by the Joint Lead Managers and Joint Bookrunners. The lock-up obligations shall not apply to (i) shares or other securities exchangeable into shares in Sydbank sold or transferred in the ordinary course of Sydbank's trading business (other than block sale), or (ii) shares or other securi-ties exchangeable into shares in Sydbank issued, sold or transferred to board members, managers and/or employees of Sydbank in connection with Sydbank's implementation of existing incentive plans. The new shares The new shares will rank pari passu with existing Sydbank shares. The new shares will be registered in the name of the holder in the company's register of shareholders and be issued and registered with VP Securities A/S. The new shares will be negotiable instruments, and no restrictions will apply to their transferability. No shares, including the new shares, carry or will carry any special rights. Rights conferred by the new shares, including voting rights and dividend rights, will apply from the time when the capital in-crease is registered with the Danish Commerce and Companies Agency. According to article 10.1 of the Articles of Association, each share of nominal value DKK 10 each confers one vote, however, no shareholder can on its own behalf exercise voting rights for more than 5,000 votes. No person can as a proxy holder for other exercise voting rights for more than 5,000 votes. Taxation and dividends Dividend payments will be taxed pursuant to current legislation including any applicable double taxation treaties. Sydbank is participating in the Danish government guarantee scheme (Bank Pack-age I) and can consequently not until 1 October 2010 make dividend payments or introduce share option or share buyback schemes. Should Sydbank decide to participate in Bank Package II, further restrictions will apply. Other information Sydbank is registered under CVR no. 12626509. Sydbank's fiscal year is 1 January to 31 December. Yours faithfully Sydbank A/S Carsten Andersen Mogens Sandbæk CEO CFO This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such of-fer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering document or prospectus has been or will be submitted to be approved by any regulatory authority in relation to the Offering. This announcement is not an offer of securities for sale into the United States, Canada, Australia or Japan. The securities described in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration. These securities will only be offered in an offshore transaction pursuant to Regulation S. This announcement contains “forward-looking statements”. No reliance should be placed on forward-looking statements because they relate to and depend on circumstances that may or may not occur in the future and actual results may differ materially to those in for-ward-looking statements. Forward-looking statements include, without limitation, statements regarding our business, financial condition, strategy, results of operations, financing and other plans, objectives, assumptions, expectations, prospects, beliefs and other future events and prospects. We undertake no obligation, and do not intend, to publicly update or revise any of these forward-looking state-ments, whether to reflect new information or future events or circumstances or otherwise. This document is an announcement and is not a prospectus for the purposes of Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the “Prospectus Directive”). In any EEA Member State that has implemented the Prospective Directive this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the Prospectus Directive.