Capital/Financing Update • Feb 21, 2012
Capital/Financing Update
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21 February 2012
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") and the supplementary prospectuses 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 at Swedbank AB (publ), Regeringsgatan 13, SE-105 34 Stockholm, Sweden and www.swedbank.se and copies may be obtained from Swedbank AB (publ), Regeringsgatan 13, SE-105 34 Stockholm, Sweden.
| 1. | Issuer: | Swedbank AB (publ) | |
|---|---|---|---|
| 2. | $\left($ i | Series Number: | 184 |
| (i) | Tranche Number: | 1 | |
| 3. | Specified Currency or Currencies: | Swedisk Krona ("SEK") | |
| 4. | Aggregate Nominal Amount: | SEK 300,000,000 | |
| (i) | Series: | SEK 300,000,000 | |
| (ii) | Tranche: | SEK 300,000,000 | |
| 5. | Issue Price: | 99.778 per cent of the Aggregate Nominal Amount | |
| 6. | $\left( i\right)$ | Specified Denomination(s): | SEK 1,000,000 |
| (i) | Calculation Amount: | SEK 1,000,000 | |
| 7. | (i) | Issue Date: | 23 February 2012 |
| (ii) | Interest Commencement Date: | 23 February 2012 | |
| 8. | Maturity Date: | 23 February 2017 | |
| 9. | Interest Basis: | 4.00 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) will apply |
| a) | Date Board approval for issuance of Not Applicable Notes obtained: |
||
| 14. | Method of distribution: | Non-syndicated | |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
| 15. | Fixed Rate Note Provisions: (Condition $4(a)$ ) |
Applicable | |
| (i) | Rate(s) of Interest: | 4.00 per cent per annum payable annually in arrear | |
| (ii) | Interest Payment Date(s): | 23 February in each year up to and including the Maturity Date. |
|
| (iii) | Fixed Coupon Amount(s): | SEK 40 000 per Calculation Amount | |
| (iv) | Broken Amount(s): | Not Applicable | |
| (v) | Day Count Fraction: | 30/360 | |
| (vi) | Determination Dates: | 23 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: | SEK 1,000,000 per Calculation Amount |
|---|---|---|
| 23. | 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 $5(e)$ : |
Condition 5 (e) will apply | |
| 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 |
||
| New Global Note: (ii) |
No | |
| 25. | Financial Centre(s) other $\,$ or 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 Not Applicable 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: |
|
| 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 |
$\boldsymbol{\beta}$
$\bar{z}$
| 33. | (i) | If syndicated, names of Managers: | Not Applicable |
|---|---|---|---|
| (ii) | Date of Subscription Agreement: | Not Applicable | |
| (iii) | Stabilising Manager(s) (if any): | Not Applicable | |
| 34. | If non-syndicated, name of Dealer: | Swedbank AB (publ) | |
| 35. | Whether TEFRA D rules are applicable or TEFRA rules are not applicable: |
TEFRAD | |
| 36. | Additional selling restrictions: | Not Applicable |
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: | |
| N By: |
|
| Duly authorised MariaKrogars Ulf Jakobsson |
|
| (i) | Listing: | London |
|---|---|---|
| (ii) Admission to trading: | Application has been made for the Notes to be admitted to trading on the London Stock Exchange with effect from 23 February 2012. |
$(iii)$ Estimate of total expenses related to Not Applicable admission to trading:
Ratings:
The Notes to be issued are expected to be assigned the following rating: $S & P: A +$ Moody's: A2 Fitch: A
Each such credit rating agency is established in the European Union and is registered under Regulation (EC) No. 1060/2009.
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.
| (i) | Reasons for the offer: | See "Use of Proceeds" wording in Prospectus |
|---|---|---|
| (ii) | Estimated net proceeds: | SEK 299.334.000 |
| (iii) | Estimated total expenses: | Not Applicable |
$51$ YIELD
Indication of yield:
4.05 per cent. The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
Not Applicable
Not Applicable
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| (i) | ISIN Code: | XS0749133269 | |
|---|---|---|---|
| (ii) | Common Code: | 074913326 | |
| (iii) | Cusip: | Not Applicable | |
| (iv) | CINS: | Not Applicable | |
| (v) | Swiss Security Number: | Not Applicable | |
| (v i ) | Any clearing system(s) other than Not Applicable Euroclear Bank SA/NV, Clearstream Banking société anonyme and SIX SIS Ltd (together with the address of each such clearing system) and the relevant identification number(s): |
||
| (vii) | Settlement procedures: | Customary medium term note settlement payment procedures apply |
and |
| (viii) Delivery: | Delivery against payment | ||
| (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 |
Not Applicable | |
| Swiss Paying Agents) (if any): | |||
| (x) | Intended to be held in a manner which No would allow Eurosystem eligibility: |
Not Applicable
9.
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