Atlas Copco — Capital/Financing Update 2012

Mar 13, 2012

Final Terms dated 13 March 2012

FINAL TERMS

ATLAS COPCO AB

Issue of EUR 500,000,000 2.625 per cent. Fixed Rate Notes due 15 March 2019

under the U.S.\$3,000,000,000

Euro Medium Term Note Programme

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Directive 2003/71/EC (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive (as defined below) or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer.

The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the Securities Act) or with any securities regulatory authority of any state or other jurisdiction of the United States, and Notes in bearer form are subject to U.S. tax law requirements. The Notes may not be offered, sold or (in the case of Notes in bearer form) delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (Regulation $S$ )) except in certain transactions exempt from the registration requirements of the Securities Act.

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 Base Prospectus dated 7 March 2012 (the Base Prospectus), which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms relating to the issue of Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. These Final Terms contain the final terms of the Notes and must be read in conjunction with the Base Prospectus.

Full information on the Issuer and the offer of the Notes described herein is only available on the basis of a combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing during normal business hours at the offices of the Issuer and is available from www.londonstockexchange.
com/exchange/news/market-news/market-news-home.html.

1.	Issuer:		Atlas Copco AB
2.	(a)	Series Number:	4
	(b)	Tranche Number:	$\mathbf{1}$
3.		Specified Currency or Currencies:	Euro $(EUR)$
4.		Aggregate Nominal Amount:
	(a)	Series:	EUR 500,000,000
	(b)	Tranche:	EUR 500,000,000
5.	Issue Price:		99.823 per cent. of the Aggregate Nominal Amount
6.	(a)	Specified Denominations:	EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000. No Notes in definitive form will be issued with a denomination above EUR 199,000.
	(b)	Calculation Amount	EUR 1,000
7.	(a)	Issue Date:	15 March 2012
	(b)	Interest Commencement Date:	Issue Date
8.		Maturity Date:	15 March 2019
9.	Interest Basis:		2.625 per cent. Fixed Rate (further particulars specified below)
10.	Redemption/Payment Basis:		Redemption at par
11.	Change of Interest or Redemption/Payment Basis:		Not Applicable
12.	Put/Call Options:		Not Applicable
13.	Status of the Notes: (a) Date of Board approval for (b) issuance of Notes obtained:		Senior
			Approved by meetings of the Board of Directors of the Issuer on 31 January 2012

$\sim$

$\bar{\lambda}$

14.	Method of distribution:	Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.	Fixed Rate Note Provisions		Applicable
	(a)	Rate of Interest:	2.625 per cent. per annum payable annually in arrear
	(b)	Interest Payment Date(s):	15 March in each year from and including 15 March 2013 to, and including, the Maturity Date
	Fixed Coupon Amount(s): (c)		EUR 26.25 per Calculation Amount
	(d)	Broken Amount(s):	Not Applicable
	(e)	Day Count Fraction:	Actual/Actual (ICMA)
	(f)	Other terms relating to the Not Applicable of calculating method Fixed Rate for interest Notes:
16.	Floating Rate Note Provisions		Not Applicable
17.	Zero Coupon Note Provisions		Not Applicable
18.	Interest Note Index-Linked Provisions		Not Applicable
19.	Dual Currency Note Provisions		Not Applicable

PROVISIONS RELATING TO REDEMPTION

20.	Call Option	Not Applicable
21.	Put Option	Not Applicable
22.	Note	Final Redemption Amount of each EUR 1,000 per Calculation Amount
23.	Early Redemption Amount
	Early Redemption Amount(s) per As set out in the Conditions $\sim$ 1 1 1 $\sim$ 4 $\sim$ 4 $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$

Calculation Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in the Conditions):

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes: Bearer Notes:

Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note

Applicable 25. New Global Note Form:

Not Applicable $26.$ Additional Financial Centre(s) or other special provisions relating to Payment Dates:

1. Talons for future Coupons or N₀ attached Receipts to be $\mathbf{t}$ Definitive Notes (and dates on which such Talons mature):

2. Details relating to Partly Paid Not Applicable 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:

3. Details relating to Instalment Not Applicable 29. Notes: amount of each instalment, date on which each payment is to be made:

4. Other terms or special conditions: 30. Not Applicable

DISTRIBUTION

1. $(a)$ Managers:

If syndicated, names of Joint Bookrunners

Deutsche Bank AG, London Branch, Nordea Bank Danmark A/S and Skandinaviska Enskilda Banken AB (publ)

Co-Lead Managers

Page 4

				BNP Paribas, Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank, Danske Bank A/S, HSBC Bank plc and Svenska Handelsbanken AB (publ)
	(b)	Stabilising $any)$ :	Manager	(if Deutsche Bank AG, London Branch
32.	If non syndicated, name of Dealer:			Not Applicable
33.	U.S. Selling Restrictions:			Reg. S Compliance category 2, TEFRA D
34.	Additional selling restrictions:			Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange of the Notes described herein pursuant to the U.S.\$3,000,000,000 Euro Medium Term Note Programme of Atlas Copco AB.

RESPONSIBILITY

$\overline{\mathcal{M}}$

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

Signed on behalf of Atlas Copco AB (publ): Kan Kagevy By: Duly authorised Jeffeld
wika Benglash By: Duly authorised

PART B - OTHER INFORMATION

1. LISTING

$(a)$ Listing: London

• Application has been made by the Admission to trading: $(b)$ Issuer (or on its behalf) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange with effect from 15 March 2012.
• Estimate of total expenses £3,600 $(c)$ related to admission to trading:

RATINGS 2.

Ratings:

The Notes to be issued have been rated:

$S & P: A (stable)$

Moody's: A3 (positive)

S&P and Moody's are established in the European Union and registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (the CRA Regulation).

general, European regulated $\ln$ investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the EEA and registered under the CRA Regulation unless (1) the rating is provided by a credit rating agency operating in the EEA before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration has not been refused, or $(2)$ the rating is provided by a credit rating agency not established in the EEA but is endorsed by a credit rating agency established in the EEA the CRA registered under and Regulation or (3) the rating is provided by a credit rating agency not established

in the EEA which is certified under the CRA Regulation.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN $3₁$ THE OFFER

Save as discussed in "Subscription and Sale" in the Base Prospectus and Item 31 of Part A of these Final Terms, 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 AND ESTIMATED NET PROCEEDS

(a)	Reasons for the offer:	The net proceeds from the issue of the Notes will be used by the Issuer for general corporate purposes, including repayment of debt

• EUR 497,865,000 $(b)$ Estimated net proceeds:
• 1. YTELD

Indication of yield:

2.653 per cent.

Calculated at the Issue Date on the basis of the Issue Price.

As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

$6.$ OPERATIONAL INFORMATION

ISIN Code:

$\mathcal{L}$

Common Code:

075731027

XS0757310270

New Global Note 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 Euroclear or Clearstream, Luxembourg 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.

Any clearing system(s) other than Not Applicable Euroclear Bank S.A./N.V. and Clearstream Banking. société and the relevant anonyme identification number(s):

Delivery against payment

Names and addresses of initial Paying Agent(s):

Delivery:

Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom

Names and addresses of additional Not Applicable Paying Agent(s) (if any):