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Swedbank A

Capital/Financing Update May 13, 2011

2978_rns_2011-05-13_c60922c3-539e-411f-b053-41f789efc1d4.pdf

Capital/Financing Update

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SWEDBANK AB (publ)

Issue of

SEK 500,000,000 Floating Rate Notes due 7 May 2013

(to be consolidated and form a single series with the existing Floating Rate Notes SEK 1,500,000,000 due 7 May 2013)

under the

U.S.\$40,000,000,000 Global Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 20 May 2010 (the "Prospectus"), the supplementary prospectus dated 22 July 2010, 21 October 2010, 8 February 2011 and 28 April 2011 which together constitutes a base prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus as so supplemented. The Prospectus and the supplementary prospectuses are available for viewing at Swedbank AB (publ), Brunkebergstorg 8, SE-105 34 Stockholm or on the website of the London Stock Exchange at http://www.rnspdf.londonstockexchange.com/en-gb/pricenews/marketnews and copies may be obtained from the specified office of the Principal Paying Agent in London.

1. Issuer: Swedbank AB (publ)
2. Series Number:
(i)
156
Tranche Number:
(ii)
2
3. Specified Currency or Currencies: SEK
4. Aggregate Nominal Amount:
Series:
(i)
SEK 2,000,000,000
(ii)
Tranche:
SEK 500,000,000
5. Issue Price: 100.012 per cent. of the Aggregate Nominal Amount
6. Specified Denominations:
(i)
SEK 1,000,000
Calculation Amount:
(ii)
SEK 1,000,000
7. Issue Date:
(i)
17 May 2011
Interest Commencement Date:
(ii)
6 May 2011
8. Maturity Date: Interest Payment Date falling in or nearest to May
2013
9. Interest Basis: 3 months $STIBOR + 0.650$ per cent. (Long first
coupon with interpolated Interest Basis between 3
months STIBOR and 6 months STIBOR)
Floating Rate
(further particulars specified below)
10. Redemption/Payment Basis: Redemption at par
11 Change of Interest Basis or
Redemption/Payment Basis:
Not Applicable
12. Put/Call Options: Not Applicable
Status of the Notes:
13.
(i)
Unsubordinated $-$ Condition 3(a) will apply
(ii) Date Board approval for issuance of
Notes obtained:
Not Applicable
14. Method of distribution: Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions:
(Condition $4(a)$ )
Not Applicable
16. Floating Rate Note Provisions: Applicable
(i) Specified Period(s)/Specified Interest
Payment Dates:
The period from and including the Issue Date to but
excluding the first Specified Interest Payment Date
and, thereafter, each period from and including a
Specified Interest Payment Date to but excluding the
next Specified Interest Payment Date.
Interest will be payable quarterly in arrears on 7
August, 7 November, 7 February and 7 May in each
year, from and including 7 August 2011, to and
including Maturity Date (each a "Specified Interest
Payment Date") subject, in each case, to adjustment in
accordance with the Business Day Convention
specified below. Long first coupon.
(ii) Business Day Convention: Modified Following Business Day Convention
(iii) Business Centre(s): Stockholm
(iv) Manner in which the Rate(s) of Interest
is/are to be determined:
Screen Rate Determination
(v) Party responsible for calculating the
Not Applicable
$Rate(s)$ of
Interest
and
Interest
Amount(s) (if not the Principal Paying
Agent):
(vi) Screen Rate Determination: Applicable
Reference Rate: 3 months STIBOR
Interest Determination Date(s): Two (2) Stockholm Business Days prior to the start of
each Interest Period
Relevant Screen Page: Reuters Screen SIDE page
(vii) ISDA Determination: Not Applicable
(viii) Margin(s): $+0.650$ per cent. per annum
(ix) Minimum Rate of Interest: Not Applicable
Maximum Rate of Interest:
(x)
Not Applicable

$\alpha_{\rm{max}}$

(xi) Day Count Fraction: Actual/360
(xii) Fall
back
provisions, rounding
provisions, denominator and any other
terms relating to the method of
calculating interest on Floating Rate
Notes, if different from those set out in
the Conditions:
Not Applicable
17. Zero Coupon Note Provisions: Not Applicable
18. Index-Linked Interest Note/other variable-
linked interest Note Provisions:
Not Applicable
19. Dual Currency Interest Note Provisions: Not Applicable
PROVISIONS RELATING TO REDEMPTION
20. Issuer Call: Not Applicable
21. Investor Put: Not Applicable
22. Final Redemption Amount: SEK 1,000,000 per Calculation Amount
23. Early Redemption Amount:
Early Redemption Amount(s) payable on Not Applicable
redemption for taxation reasons or on Event
of Default or other early redemption and/or
the method of calculating the same (if
required or if different from that set out in
Condition $5(e)$ :
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. Form of Notes:
(i)
Form:
Bearer Notes:
Temporary Global Note exchangeable for a Permanent
Global Note which is exchangeable for Definitive
Bearer Notes only upon an Exchange Event
New Global Note:
(ii)
No
25. Financial Centre(s) or other special provisions
relating to Payment Days:
Stockholm
26. Talons for future Coupons or Receipts to be
attached to Definitive Notes (and dates on
which such Talons mature):
No
27. Details relating to Partly Paid Notes: amount
of each payment comprising the Issue Price
and date on which each payment is to be
made and consequences (if any) of failure to
pay, including any right of the Issuer to forfeit
the Notes and interest due on late payment:
Not Applicable
28. Details relating to Instalment Notes:

$\overline{a}$

Instalment Amount(s):
(i)
Not Applicable
(ii) Not Applicable
and Not Applicable
Consolidation provisions: Not Applicable
Income Tax Not Applicable
Not Applicable
DISTRIBUTION
If syndicated, names of Managers:
33. (i)
Not Applicable
(ii) Not Applicable
Not Applicable
If non-syndicated, name of Dealer: Swedbank AB (publ)
SE-105 34 Stockholm
Whether TEFRA D rules are applicable or
35.
TEFRA rules are not applicable:
TEFRAD
36.
Additional selling restrictions:
Not Applicable
Additional U.S.
Considerations:
Other final terms:
Instalment Date(s):
reconventioning provisions:
Federal
Redenomination, renominalisation
Date of Subscription Agreement:
(iii) Stabilising Manager(s) (if any):

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the EEA Regulated Market of the London Stock Exchange and listing on the Official List of the UK Listing Authority of the Notes described herein pursuant to the U.S.\$40,000,000,000 Global Medium Term Note Programme of Swedbank AB (publ).

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

$\mathbf{b}$ y:

Duly authorised

Marie Carlsson

,
3,4 l

PART B-OTHER INFORMATION

LISTING AND ADMISSION TO $\mathbf{1}$ . TRADING

(i) Listing:

(ii) Admission to trading:

(iii) Estimate of total expenses related to admission to trading:

$\overline{2}$ RATINGS

5.

Ratings:

London

Application has been made for the Notes to be admitted to trading on the London Stock Exchange with effect from 17 May, 2011

Not Applicable

The Notes have been assigned the following ratings:

$S & P: A$ Moody's: A2 Fitch: A

Each such credit rating agency is established in the European Union and has applied for registration under Regulation (EU) No 1060/2009 (the "CRA Regulation"), although notification of the corresponding registration decision has not yet been provided by the relevant competent authority. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused.

$\overline{3}$ . INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/ OFFER

Save for any fees payable to the Dealers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

$\overline{4}$ . REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer: See "Use of Proceeds" wording in Prospectus
(ii) Estimated net proceeds: SEK 500,535,597.22 (including accrued interest
amouting to SEK 475,597.22)
(iii) Estimated total expenses: Not Applicable
Fixed Rate Notes only - YIELD Not Applicable
    1. Index-Linked or other variable-linked Notes only - PERFORMANCE OF INDEX/ FORMULA/OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING
  • Dual Currency Notes only PERFORMANCE OF RATE[S] OF EXCHANGE AND 7. EXPLANATION OF EFFECT ON VALUE OF INVESTMENT

8. OPERATIONAL INFORMATION

$(i)$ ISIN Code: XS0623388146
Temporary ISIN Code: XS0627186090
(ii) Common Code: 062338814
Temporary Common Code: 062718609
(iii) Cusip: Not Applicable
$(iv)$ CINS: Not Applicable
(v) Swiss Security Number: Not Applicable
(vi) Any clearing system(s) other than
Euroclear Bank SA/NV, Clearstream
Banking société anonyme and SIX SIS
AG (together with the address of each
such clearing system) and the relevant
identification number(s):
Not Applicable
(vii) Settlement procedures: Customary settlem
(viii) Delivery: Delivery against p
(ix) Names and addresses of additional Paying
Agent(s) (including, in the case of Swiss
Domestic Notes, the Principal Swiss
Paying Agent and any other Swiss Paying
Agents) (if any):
Not Applicable

(x) Intended to be held in a manner which
would allow Eurosystem eligibility:

ent and payment procedures apply ayment

$No$

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