Capital/Financing Update • Mar 15, 2013
Capital/Financing Update
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Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 15 May 2012 (the "Prospectus") and the supplementary prospectuses dated 18 July 2012, 23 October 2012 and 30 January 2013, 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 prospectus 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. | (i) | Series Number: | GMTN 213 | ||
| (ii) | Tranche Number: | 1 | |||
| 3. | Specified Currency or Currencies: | Euro ("EUR") | |||
| 4. | Aggregate Nominal Amount: | ||||
| $\left( i\right)$ | Series: | EUR 300,000,000 | |||
| (ii) | Tranche: | EUR 300,000,000 | |||
| 5. | Issue Price: | 100.00 per cent of the Aggregate Nominal Amount | |||
| 6. | (i) | Specified Denomination(s): | EUR 100,000 | ||
| (ii) | Calculation Amount: | EUR 100,000 | |||
| 7. | (i) | Issue Date: | 18 March 2013 | ||
| (ii) | Interest Commencement Date: | Issue Date | |||
| 8. | Maturity Date: | Interest Payment Date falling in or nearest to March 2016 |
|||
| 9. | Interest Basis: | 3 month EURIBOR + 0.45 per cent 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 | |
| 13. | Status of the Notes: | Unsubordinated $-$ Condition 3(a) | |
| 14. | Method of distribution: | Non-syndicated |
| 15. | Fixed Rate Note Provisions: | Not Applicable | ||
|---|---|---|---|---|
| 16. | Floating Rate Note Provisions: | Applicable | ||
| (i) | Specified Period(s)/Specified Interest Payment Dates: |
18 March, 18 June, 18 September and 18 December in each year from, and including, 18 June 2013 up to, and including, 18 March 2016 in each case subject to adjustment in accordance with the Business Day Convention specified below |
||
| (ii) | Business Day Convention: | Modified Following Business Day, adjusted | ||
| (iii) | Business Centre(s): | TARGET2 and Stockholm | ||
| (iv) | Manner in which the Rate(s) of Interest is/are to be determined: |
Screen Rate Determination | ||
| (v) Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Principal Paying Agent): |
Not Applicable | |||
| (vi) | Screen Rate Determination: | Applicable | ||
| Reference Rate: | 3 Month EURIBOR | |||
| Determination Interest - $Date(s)$ : |
Second day on which the TARGET2 System is open prior to the start of each Interest Period |
|||
| Relevant Screen Page: | Reuters EURIBOR01 | |||
| (vii) | ISDA Determination: | Not Applicable | ||
| (viii) | Margin(s): | $+0.45$ per cent per annum | ||
| (ix) | Minimum Rate of Interest: | Not Applicable | ||
| Maximum Rate of Interest: (x) Day Count Fraction: (xi) |
Not Applicable | |||
| Actual/360 |
| (xii) Fall back provisions, rounding Not Applicable 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: |
||
|---|---|---|
| 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: | EUR 100,000 per Calculation Amount |
| 23. | Early Redemption Amount: | |
| Early Redemption Amount(s) payable on As per Condition $5(e)$ redemption for taxation reasons or on Event of Default or other early redemption and/or |
GENERAL PROVISIONS APPLICABLE TO THE NOTES
the method of calculating the same (if
required or if different from that set out in
Condition $5(e)$ :
| $\left($ 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 provisions relating to Payment Days: |
special TARGET2 and Stockholm | |
| 26. | Talons for future Coupons or Receipts to be No attached to Definitive Notes (and dates on which such Talons mature): |
|||
| 27. | Details relating to Partly Paid Notes: | 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 Federal U.S. Income Tax Considerations: |
Not Applicable | ||||
| 32. | Other final terms: | Not Applicable | ||||
| DISTRIBUTION | ||||||
| 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: | Merrill Lynch International | ||||
| 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).
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer: $By: \mathscr{A}$ $\overline{\phantom{a}}$ Kimmy Samuelsson Duly authorised
Jonas Westerberg
| (i) | Listing: | London Stock Exchange | ||
|---|---|---|---|---|
| (ii) | Admission to trading: | Application has been made for the Notes to be admitted to trading on the London Stock Exchange's Regulated Market with effect from the Issue Date. |
||
| (iii) | Estimate of total expenses related to admission to trading: |
GBP 3,600 | ||
| RATINGS | ||||
| Ratings: | The Notes to be issued are expected to be rated | |||
| A+ by Standard & Poor's Credit Market Services Europe Limited ("S&P") |
||||
| A2 by Moody's Investors Service Ltd. ("Moody's") |
A+ by Fitch Ratings Ltd ("Fitch")
Each of S&P, Moody's and Fitch is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended)
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
Not Applicable
$\overline{2}$ .
Not Applicable
Not Applicable
Not Applicable
$(i)$ ISIN Code: XS0906412126
| (ii) | Common Code: | 090641212 |
|---|---|---|
| (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 Ltd (together with the address of each such clearing system) and the |
Not Applicable |
Settlement procedures: Customary medium term note settlement and payment procedures apply Delivery:
$(ix)$ 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):
relevant identification number(s):
$(x)$ Intended to be held in a manner which would allow Eurosystem eligibility:
Delivery against payment
Not Applicable
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.
Not Applicable
$(vii)$
$(viii)$
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