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Swedbank A

Capital/Financing Update Jan 31, 2012

2978_rns_2012-01-31_554bedd0-c4e3-427d-b9af-f077a0ebbb52.pdf

Capital/Financing Update

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SWEDBANK AB (publ)

Issue of

€1,000,000,000 3.375 per cent. Notes due 9 February 2017

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 19 May 2011 (the "Prospectus"), as supplemented by a supplementary prospectus dated 21 July 2011 and 25 October 2011, which together constitute 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 on the website of the Regulatory News Service operated by the London Stock Exchange plc at http://www.rns-pdf.londonstockexchange.com/rns/9537G 1-2011-5-19.pdf and http://www.rns-pdf.londonstockexchange.com/rns/8133Q 1-2011-10-25.pdf and copies may be obtained from the registered office of the Issuer at Brunkebergstorg 8, SE-105 34 Stockholm and from the specified office of the Principal Paying Agent in London.

1. Issuer: Swedbank AB (publ)
2. (i) Series Number: 180
(ii) Tranche Number: 1
3. Specified Currency or Currencies: Euro (" $\epsilon$ ")
4. Aggregate Nominal Amount:
(i) Series: €1,000,000,000
(ii) Tranche: €1,000,000,000
5. Issue Price: 99.55 per cent. of the Aggregate Nominal Amount
6. (i) Specified Denominations: €100,000 and integral multiples of €1,000 in excess
thereof up to and including $£199,000$ . No Notes in
definitive form will be issued with a denomination
above €199,000.
(ii) Calculation Amount: €1,000
7. (i) Issue Date: 2 February 2012
(ii) Interest Commencement Date: 2 February 2012
8. Maturity Date: 9 February 2017
9. Interest Basis: 3.375 per cent. Fixed 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
13. (i) Status of the Notes: Unsubordinated – Condition $3(a)$ applies
(ii) Date Board approval for issuance of
Notes obtained:
Not Applicable
14. Method of distribution: Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions:
(Condition 4(a))
Applicable
(i) Rate of Interest: 3.375 per cent. per annum payable annually in arrear
(ii) Interest Payment Date(s): 9 February in each year, commencing on 9 February
2013, up to and including the Maturity Date. There
will be a long first coupon.
(iii) Fixed Coupon Amount(s): $€33.75$ per Calculation Amount
(iv) Broken Amount(s): €34.40 per Calculation Amount, payable on the
Interest Payment Date falling on 9 February 2013.
(v) Day Count Fraction: Actual/Actual (ICMA)
(vi) Determination Dates: 9 February in each year
(vii) Other terms relating to the method of
calculating interest for Fixed Rate
Notes:
Not Applicable
16. Floating Rate Note Provisions: 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: $€1,000$ per Calculation Amount
  1. Early Redemption Amount:

Early Redemption Amount(s) payable on 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 $5(e)$ :

$€1,000$ per Calculation Amount

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
(ii) New Global Note: Yes
25. Financial Centre(s) or other special
provisions relating to Payment Days:
Not Applicable
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:
Not Applicable
28. Details relating to Instalment Notes:
(i) Instalment Amount(s): Not Applicable
(ii) Instalment Date(s): Not Applicable
29. Redenomination, renominalisation and
reconventioning provisions:
Not Applicable
30. Consolidation provisions: Not Applicable
31. Additional U.S. Federal Income Tax
Considerations:
Not Applicable
32. Other final terms: Not Applicable
DISTRIBUTION
33. (i) If syndicated, names of the Managers: Joint Lead Managers
Barclays Bank PLC
Deutsche Bank AG, London Branch
Goldman Sachs International
J.P. Morgan Securities Ltd.
Swedbank AB (publ)
Co-Lead Managers
Bayerische Landesbank
Landesbank Baden-Württemberg
Nykredit Bank A/S
(ii) Date of Subscription Agreement: 31 January 2012
(iii) Stabilising Manager(s) (if any): Not Applicable
34. If non-syndicated, name of Dealer: Not Applicable
35. Whether TEFRA D rules are applicable or
TEFRA rules are not applicable:
TEFRA D
36. Additional selling restrictions Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to the Official List of the UK Listing Authority and admission to trading on the Regulated Market of the London Stock Exchange plc 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: nalli By:

Marie Carlsson

Duly authorised

Jonas Eriksson

PART B-OTHER INFORMATION

$1.$ LISTING AND ADMISSION TO TRADING

Admission to trading: Application has been made by the Issuer (or on its $(ii)$ behalf) for the Notes to be admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange's Regulated Market with effect from the Issue Date.

London

(iii) Estimate of total expenses related to admission to trading: £3,650 (plus $VAT$ )

RATINGS 2.

$(i)$

Listing:

Ratings:

The following ratings reflect the ratings assigned to Notes of this type issued under the Programme generally:

Standard & Poor's Credit Market Services Europe Ltd.: A+ (stable)

Moody's Investors Service Ltd: A2 (stable)

Fitch Ratings Ltd: A (stable)

Each of the above rating agencies is established in the European Union and is registered under Regulation (EC) No 1060/2009 (as amended).

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER $3.$

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

$4.$ YIELD

Indication of yield:

3.474 per cent. (annual)

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5. OPERATIONAL INFORMATION

(i) ISIN Code: XS0740788699
(ii) Common Code: 074078869
(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 medium term note settlement and payment
procedures apply
(viii) Delivery: Delivery against payment
(ix) Names and addresses of additional
Paying Agent(s) (if any):
Not Applicable
(x) Intended to be held in a manner
which would allow
Eurosystem
eligibility:
Yes
Note that the designation "yes" simply means that the
Notes are intended upon issue to be deposited with one
of the ICSDs as common safekeeper and does not
necessarily mean that the Notes will be recognised as
eligible collateral for Eurosystem monetary policy and
intra-day credit operations by the Eurosystem either
upon issue or at any or all times during their life. Such
recognition will depend upon satisfaction of the
Eurosystem eligibility criteria.

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