Announcement on variation of TCs due to Alignment Event

To Nasdaq Copenhagen

26 June 2018

For the purpose of aligning the status and ranking with any future Senior Non-Preferred Notes, Nykredit Realkredit A/S varies the terms and conditions of the following Notes: EUR 500,000,000 0.8750% Senior Resolution Notes due 2019 (ISIN: DK0009510992) EUR 500,000,000 0.750% Senior Resolution Notes due 2021 (ISIN: DK0009511537) EUR 500,000,000 0.375% Senior Resolution Notes due 2020 (ISIN: DK0009514044) EUR 300,000,000 Floating Rate Senior Resolution Notes due 2022 (ISIN:DK0009514473)

Reference is made to

1. the prospectus dated 9 June 2016 (the ” June 2016 Prospectus ”) prepared by Nykredit Realkredit A/S (“ Nykredit Realkredit ”) concerning the issue of EUR 500,000,000 0.8750% Senior Resolution Notes due 2019 issued on 13 June 2016 with International Securities Identification Number (ISIN) DK0009510992 and Common Code 143260755 modified pursuant to the announcement (the “ Modification Announcement ”) by Nykredit Realkredit dated 8 March 2017 (the “ June 2016 Senior Resolution Notes ”);  
2. the prospectus dated 8 July 2016 prepared by Nykredit Realkredit (the ” July 2016 Prospectus ” and together with the June 2016 Prospectus, the “ Prospectuses ”) concerning the issue of EUR 500,000,000 0.750% Senior Resolution Notes due 2021 issued on 14 July 2016 with International Securities Identification Number (ISIN) DK0009511537 and Common Code 144654307 modified pursuant to the Modification Announcement (the “ July 2016 Senior Resolution Notes ”);  
3. the base prospectus dated 8 March 2017 prepared by Nykredit Realkredit and Nykredit Bank A/S (the “ 2017 Base Prospectus ”) and the Final Terms dated 14 March 2017 concerning the issue by Nykredit Realkredit of EUR 500,000,000 0.375% Senior Resolution Notes due 2020 issued on 16 March 2017 with International Securities Identification Number (ISIN) DK0009514044 and Common Code 158022508 (the “ March 2017 Senior Resolution Notes ”); and  
4. the 2017 Base Prospectus, the supplement thereto dated 15 May 2017 and the Final Terms dated 31 May 2017 concerning the issue by Nykredit Realkredit of EUR 300,000,000 Floating Rate Senior Resolution Notes due 2022 issued on 2 June 2017 with International Securities Identification Number (ISIN) DK0009514473 and Common Code 162379062 (the “ June 2017 Senior Resolution Notes ” and together with the June 2016 Senior Resolution Notes, the July 2016 Senior Resolution Notes and the March 2017 Senior Resolution Notes, the “ Existing Senior Resolution Notes ”).

The Prospectuses, the Modification Announcement, the 2017 Base Prospectus, the supplement thereto dated 15 May 2017, the Final Terms dated 14 March 2017 and the Final Terms dated 31 May 2017 can be viewed online at www.nykredit.com.

Terms defined in the terms and conditions of the Existing Senior Resolution Notes (but not herein) have the same meaning when applied in this letter.

On 29 May 2018, section 20 of Bill no. 184 published before the Danish Parliament on 14 March 2018 proposing implementation in Denmark of the changes to the creditor hierarchy as stipulated in Directive 2017/2399/EU (the “ Senior Ranking Amendment Legislation ”) was finally adopted. The Senior Ranking Amendment Legislation contains amendments to the Danish Recovery and Resolution Act to implement the changes to article 108 of BRRD set out in article 1 of Directive 2399/2017/EU that expressly provides for the possibility that, upon the insolvency of a Regulated Entity issuer of debt securities, the obligations under certain unsubordinated and unsecured liabilities (the “ Senior Non-Preferred Obligations ”) may rank below other unsubordinated and unsecured liabilities with higher priority ranking. The Senior Ranking Amendment Legislation will enter into force on 1 July 2018 (the “ Senior Ranking Amendment Legislation Effective Date ”).

The base prospectus dated 18 May 2018 prepared by Nykredit Realkredit and Nykredit Bank A/S (the “ 2018 Base Prospectus ”) permits, inter alia, Nykredit Realkredit to issue so-called Senior Non-Preferred Notes which, as of the Senior Ranking Amendment Legislation Effective Date, will constitute and rank as Senior-Non Preferred Obligations (the “ Senior Non-Preferred Notes ”).

Following adoption of the Senior Ranking Amendment Legislation, Nykredit Realkredit has assessed that it is likely that the Existing Senior Resolution Notes will be considered to rank junior to any Senior Non-Preferred Notes that may be issued and that the implementation of the Senior Ranking Amendment Legislation constitutes an Alignment Event as defined in the terms and conditions of the Existing Senior Resolution Notes.

For the purpose of aligning the status and ranking of the Existing Senior Resolution Notes with the status and ranking of any Senior Non-Preferred Notes that may be issued, Nykredit Realkredit has decided to exercise its right to vary the terms and conditions of the Existing Senior Resolution Notes pursuant to its power to do so in:

1. Condition 7.4.1 of the section headed “Terms and Conditions of the Notes” of each of the Prospectuses (as regards the June 2016 Senior Resolution Notes and the July 2016 Senior Resolution Notes, respectively); and  
2. Condition 8(j)(i) of the section headed “Terms and Conditions of the Notes” of the 2017 Base Prospectus (as regards the March 2017 Senior Resolution Notes and the June 2017 Senior Resolution Notes),

in each case by reference to an Alignment Event having occurred as follows:

1. In (i) Condition 2.1 ( Definitions ) of the section headed “Terms and Conditions of the Notes” of each of the Prospectuses (as regards the June 2016 Senior Resolution Notes and the July 2016 Senior Resolution Notes, respectively) and (ii) Condition 2 ( Definitions ) of the section headed “Terms and Conditions of the Notes” of the 2017 Base Prospectus (as regards the March 2017 Senior Resolution Notes and the June 2017 Senior Resolution Notes), as applicable, the existing definition of “Senior Ranking Amendment Legislation” shall be deleted and replaced by:

“ Senior Ranking Amendment Legislation ” means Section 20 of Bill no. 184 published before the Danish Parliament on 14 March 2018 and finally adopted on 29 May 2018, containing amendments to the Danish Recovery and Resolution Act to implement the changes to article 108 of BRRD set out in article 1 of Directive 2399/2017/EU that expressly provides for the possibility that, upon the insolvency of a Regulated Entity issuer of debt securities, the obligations under certain unsubordinated and unsecured liabilities (the “ Senior Non-Preferred Obligations ”) may rank below other unsubordinated and unsecured liabilities with higher priority ranking;”

2. In (i) Condition 2.1 ( Definitions ) of the section headed “Terms and Conditions of the Notes” of each of the Prospectuses (as regards the June 2016 Senior Resolution Notes and the July 2016 Senior Resolution Notes, respectively) and (ii) Condition 2 ( Definitions ) of the section headed “Terms and Conditions of the Notes” of the 2017 Base Prospectus (as regards the March 2017 Senior Resolution Notes and the June 2017 Senior Resolution Notes), as applicable, the following new definition shall be inserted in alphabetical order:

“ Senior Ranking Amendment Legislation Effective Date ” means the date when the Senior Ranking Amendment Legislation becomes effective in Denmark, being 1 July 2018; ”

3. In (i) the first paragraph of Condition 4.1 ( Status ) of the section headed “Terms and Conditions of the Notes” of each of the Prospectuses (as regards the June 2016 Senior Resolution Notes and the July 2016 Senior Resolution Notes, respectively) and (ii) paragraph (b) ( Senior Resolution Notes ) of Condition 4.1 ( Status ) of the section headed “Terms and Conditions of the Notes” of the 2017 Base Prospectus (as regards the March 2017 Senior Resolution Notes and the June 2017 Senior Resolution Notes), as applicable, the existing text shall be deleted and replaced by:

“As of the Senior Ranking Amendment Legislation Effective Date, the Notes will constitute Senior Non-Preferred Obligations of the Issuer. Subject to Condition 6, the Notes constitute direct and unsecured debt obligations of the Issuer, and shall at all times rank:

(i)       pari passu without any preference among themselves;

(ii)      pari passu with any other obligations or instruments of the Issuer that rank or are expressed to rank equally with the Notes (including, as of the Senior Ranking Amendment Legislation Effective Date, any other Senior Non-Preferred Obligations of the Issuer), in each case as regards the right to receive periodic payments on a liquidation or bankruptcy of the Issuer and the right to receive repayment of capital on a liquidation or bankruptcy of the Issuer;

(iii)     senior to holders of the Issuer’s ordinary shares and any subordinated obligations or instruments of the Issuer that rank or are expressed to rank junior to the Notes, or any obligations pursuant to Section 98 of the Danish Bankruptcy Act, in each case as regards the right to receive periodic payments on a liquidation or bankruptcy of the Issuer and the right to receive repayment of capital on a liquidation or bankruptcy of the Issuer; and

(iv)     junior to present or future claims of unsubordinated creditors of the Issuer pursuant to Section 97 of the Danish Bankruptcy Act or, as of the Senior Ranking Amendment Legislation Effective Date, any other unsubordinated creditors of the Issuer that are not creditors in respect of Senior Non-Preferred Obligations, in each case as regards the right to receive periodic payments on a liquidation or bankruptcy of the Issuer and the right to receive repayment of capital on a liquidation or bankruptcy of the Issuer.

The variation of the terms and conditions of the Existing Senior Resolution Notes as set out above shall become effective on 10 August 2018.

An original version of this letter is signed on behalf of Nykredit Realkredit's Group Executive Board by special authority from Nykredit Realkredit's Board of Directors and can be viewed at the registered office of Nykredit Realkredit A/S, Kalvebod Brygge 1-3, DK-1780 Copenhagen V, Denmark.

Copenhagen, 26 June 2018

_______________________                                         _______________________ Kim Duus                                                                        Søren Holm Group Managing Director                                                Group Managing Director

Questions may be addressed to Nykredit Realkredit A/S, Nicolaj Legind Jensen, Senior Vice President, at +45 44 55 11 10 or Jes Winther Hansen, Chief Analyst, at +45 44 55 10 76.

Attachment

• Announcement on variation of TCs due to Alignment Event - Nykredit Realkredit - 26062018