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Swedbank A

Capital/Financing Update May 13, 2014

2978_rns_2014-05-13_1e7857a0-211f-4f96-a95f-d618c3d93146.pdf

Capital/Financing Update

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IMPORTANT NOTICE

In accessing the attached final terms (the "Final Terms") you agree to be bound by the following terms and conditions.

The information contained in the Final Terms may be addressed to and/or targeted at persons who are residents of particular countries only as specified in the Final Terms and/or in the Base Prospectus (as defined in the Final Terms) and is not intended for use and should not be relied upon by any person outside those countries and/or to whom the offer contained in the Final Terms is not addressed. Prior to relying on the information contained in the Final Terms, you must ascertain from the Final Terms and/or the Base Prospectus whether or not you are an intended addressee of the information contained therein.

Neither the Final Terms nor the Base Prospectus constitutes an offer to sell or the solicitation of an offer to buy securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities law of any such jurisdiction.

The securities described in the Final Terms and the Base Prospectus have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold directly or indirectly within the United States or to, or for the account or benefit of, U.S. persons or to persons within the United States of America (as such terms are defined in Regulation S under the Securities Act ("Regulation S")). The securities described in the Final Terms will only be offered in offshore transactions to non-U.S. persons in reliance upon Regulation S.

12 May 2014

SWEDBANK AB (publ)

Issue of

€27,000,000 Floating Rate Notes due September 2017

To be consolidated and form a single series with the existing

€655,000,000 Floating Rate Notes due September 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 (the "Conditions") set forth in the Prospectus dated 15 May 2012 which are incorporated by reference in the Base Prospectus dated 15 May 2013 (the "Base Prospectus") Supplement dated 16 July, 2013, Supplement dated 22 October, 2013, Supplement 28 January 2014, 29 January 2014 and 28 April 2014. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State) (the "Prospectus Directive") and must be read in conjunction with the Base Prospectus as supplemented by the supplements dated 16 July 2013, 22 October 2013, 28 January 2014,29 January 2014 and 28 April 2014 which together constitute a base prospectus for the purposes of the Prospectus Directive. Full information on Swedbank AB (publ) (the "Issuer") and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus and the supplements have been published on the website of the Central Bank $\sigma$ f Ireland http://www.centralbank.ie/regulation/securitiesat markets/prospectus/Pages/approvedprospectus.aspx and on the website of the Irish Stock Exchange at www.ise.ie and copies may be obtained during normal business hours, free of charge, from the registered office of the Issuer at Brunkebergstorg 8, SE-105 34 Stockholm, Sweden and from the specified office of the Principal Paying Agent in London.

6

  • $\mathbf{I}$ . Issuer: Swedbank AB (publ)
  • $\overline{2}$ . $(i)$ Series Number: GMTN 204
  • $(ii)$ Tranche Number:
  • $(iii)$ Date on which the Notes will be The Notes will be consolidated and form a single consolidated and form a single Series with the existing EUR 500,000,000 Floating Rate Note due September 2017 issued on 20 Series: September 2012, EUR 40,000,000 Floating Rate Notes due September 2017 issued on the 15 February 2013, EUR 30,000,000 Floating Rate Notes due September 2017 issued on 18 March 2014, EUR 30,000,000 Floating Rate Notes due September 2017 issued on 4 April 2014 and EUR 55,000,000 Floating Rate Note due September 2017 issued on 5 May 2014 on exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph 22 below, which is expected to occur on or about 40 days after the Issue Date.
    1. Specified Currency or Currencies: Euro ("€")
  • $41$ Aggregate Nominal Amount:
  • $(i)$ Series: EUR 682,000,000
  • $(i)$ Tranche: €27,000,000

  • Issue Price: 101.851937 per cent of the Aggregate Nominal Amount plus an amount corresponding to accrued interest at a rate of 0.181653 per cent. of such Aggregate Notional Amount for the period from. and including 20 March 2014 to, but excluding, the Issue Date. 6. $(i)$ Specified Denomination(s): $\epsilon$ 100,000 and integral multiples of $\epsilon$ 1,000 in excess

  • thereof up to and including $E199,000$ . No Notes in definitive form will be issued with a denomination above €199,000

  • $€ 1,000$ $(ii)$ Calculation Amount:
7. (i) Issue Date: 14 May 2014
(ii) Interest Commencement Date: 20 March 2014
8. Maturity Date: Interest Payment Date falling in or nearest to
September 2017
9. Interest Basis: Three month EURIBOR plus 0.88 per cent. Floating
Rate
(further particulars specified below)
10. Redemption/Payment Basis: Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity Date at 100 per cent of their nominal
amount
11. Change of
Interest
Basis
0r
Redemption/Payment Basis:
Not Applicable
12. Put/Call Options: Not Applicable
13. (i) Status of the Notes: Unsubordinated – Condition $3(a)$ will apply
Not Applicable
(ii) Date Board approval for
issuance of Notes obtained:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

$\sim$

14. Fixed Rate Note Provisions: Not Applicable
15. Reset Note Provisions Not Applicable
16. Floating Rate Note Provisions: Applicable
(i) Specified
Period(s)/Specified
Interest Payment Dates:
20 March, 20 June, 20 September and 20 December
in each year, from and including, 20 June 2014 to,
and including, 20 September 2017 in each case
subject to adjustment in accordance with the
Business Day Convention specified below
(ii) Business Day Convention: Modified Following Business Day Convention
(iii) Business Centre(s): Not Applicable
(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:
Reference
Relevant
Rate,
Time and Relevant Financial
Centre:
Three month EURIBOR
Relevant Time: 11:00 a.m. Brussels time
Interest
Determination
$Date(s)$ :
The 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): $+0.88$ per cent. per annum
(ix) Minimum Rate of Interest: Not Applicable
(x) Maximum Rate of Interest: Not Applicable
(xi) Day Count Fraction: Actual/360
17. Zero Coupon Note Provisions: Not Applicable
PROVISIONS RELATING TO REDEMPTION
18. Issuer Call: Not Applicable
19. Investor Put: Not Applicable
20. Final Redemption Amount: €1,000 per Calculation Amount
21. Early Redemption Amount:
Early Redemption Amount(s) payable
on redemption for taxation reasons or
€1,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

on Event of Default:

Form of Notes:

22.

$(i)$ 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

Not Applicable

  • Financial Centre(s): 23.
  • Talons for future Coupons to be attached No 24. to Definitive Notes:

  • Renminbi Currency Events:

Calculation Agent:

Not Applicable Not Applicable

Signed on behalf of the Issuer: $By. 210$ .
N $\Lambda$ $\sim$ ÷

Håkan Lindström

Duly authorised

Henrik Falk

PART B-OTHER INFORMATION

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

(i) Listing: London
(ii) Admission to trading: Application has been made for the Notes to be
admitted to the Official List of the UK Listing
Authority and admitted to trading on the
Regulated Market of the London Stock
Exchange plc with effect from the Issue Date.
(iii) Estimate of total expenses related to GBP 1,750
admission to trading:

$2.$ RATINGS

5.

Ratings:

The Notes to be issued are expected to be rated 'A1' by Moody's Investors Service Ltd. (Moody's), 'A+' by Standard & Poor's Credit Market Services Europe Limited (S&P) and 'A+' by Fitch Ratings Ltd. (Fitch).

Each of Moody's, S&P and Fitch is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended).

$3.$ 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.

$4.$ Fixed Rate Notes only - YIELD

Indication of yield: Not Applicable
OPERATIONAL INFORMATION
(i) ISIN Code: The Temporary ISIN is XS1066950327
this.
shall
be combined with
ISIN
original
XS0831096960
(i) Common Code: The Temporary Common Code is 106695032
this shall be combined with original Common
Code 083109696
(iii) Cusip. Not Applicable
(iv) CINS. Not Applicable
(v) Any clearing system(s) other than
Euroclear Bank SA/NV
and
Banking
Clearstream
société
anonyme (together with the address
Not Applicable

of each such clearing system) and the relevant identification $number(s)$ :

  • $(vi)$ Delivery:
  • $(vii)$ Names and addresses of additional Transfer Agents and/or Paying Agent(s) (if any):
  • $(viii)$ 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.

6. DISTRIBUTION

$\alpha$

$\ddot{\textbf{a}}$ Method of distribution: Non-syndicated
(ii) If syndicated, names of Managers: Not Applicable
(iii) Date of Subscription Agreement: Not Applicable
(iv) Stabilising Manager(s) (if any): Not Applicable
(v) If non-syndicated, name of Dealer: Société Générale
(vi) Whether
TEFRA
rules
Ð
are
applicable or TEFRA rules are not
TEFRAD

$7.$ THIRD PARTY INFORMATION

applicable:

Not Applicable

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