SEB — Capital/Financing Update 2014

Oct 10, 2014

SEB

AB SEB BANKAS

THE FINAL TERMS NO. 20131015/018

IL 3D SYSTEMS

ISSUED UNDER THE BASE PROSPECTUS OF LTL 1,000,000,000 NON-EQUITY SECURITIES ISSUE PROGRAMME,

7 October 2014

Vilnius

These Final Terms and the LTL 1,000,000,000 non-equity securities issue Programme Base Prospectus, which was approved by the Bank of Lithuania on 15 October, 2013 (approval certificate No. 241-211), as well as documents incorporated by reference constitute the Prospectus of the issue that was prepared in accordance with the Rules for Drawing up and Approval of a Prospectus of Securities and Information Disclosure approved by the Bank of Lithuania No. 03-44 of 28 February 2013 and in accordance with Commission Regulation No. 809/2004 of 29 April 2004 implementing Directive No. 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements and all of its subsequent amendments.

These Final Terms is accompanied by a Summary of the Issue(s).

Prior to taking a decision to acquire any of the securities offered by the Issuer, investors should review all the documents comprising the Base Prospectus.

A paper copy of the Base Prospectus, the Final Terms, and documents incorporated by reference will be provided free of charge to each investor upon request at the Markets Department of AB SEB bankas (J. Balčikonio g. 7, Vilnius, Monday to Thursday 8.00 a.m.-5.00 p.m., Friday 8.00 a.m.-3.45 p.m.) and other branch offices of AB SEB bankas (at the addresses and during the opening hours specified in Annex 1 to the Final Terms). Investors can also review the aforementioned documents by visiting the Bank's website at www.seb.lt. Information, which must be published by the Bank pursuant to legislation, will also be stored in the Central Storage Facility at www.crib.lt.

KEY INFORMATION

1. Issuer
   AB SEB bankas (may also be referred to as the Bank or the Issuer)

2. Interests of parties related to the issue
   There is no interest of natural and legal persons involved in the below described issue.

3. Reasons of the offer and use of income
   The Bank issuing non-equity securities seeks to offer for the investors a wider range of investment instruments and services. Funds accumulated from the issue of non-equity securities shall be used to finance the loans of the Bank and to manage the liquidity.

INFORMATION ABOUT NON-EQUITY SECURITIES OFFERED

1. Type of non-equity securities
   Investment notes (hereinafter referred to as note (s))

2. ISIN
   During the preparation of the Final Terms, ISIN code is not assigned to the issue of the notes. The ISIN code provided for the issue will be specified in the Investment notes subscription agreement.

3. Entity accounting for the non-equity securities
   AB SEB bankas

4. Currency
   USD

5. Issue maturity term
   380 days

6. Issue date
   15 October 2014

7. Redemption date
   30 October 2015

8. Basis for the issue of the non-equity securities
   Resolution No. 40.10 dated 6 October 2014 of the Board of AB SEB bankas.

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1. Terms of investment notes
   12.1. applicable interest
   Fixed guaranteed interest will be paid on the notes redemption date.

12.1.1. terms and procedure for calculation and payment of fixed interest
Regardless of the company's 3D Systems Corp share price change, on the notes redemption date (30 October 2015) guaranteed interest for the whole investment period (380 days) will be paid to investors.
Interest is calculated according to the formula:

$$
GI = N \times ((1 + r)^{\frac{1}{365}} - 1)
$$

where:
GI – guaranteed interest;
N – nominal value of the note;
r – annual interest rate;
t – issue maturity term in days.

12.1.1.1. minimum interest
7,5 percent annual interest rate

12.1.1.2. maximum interest
8 percent annual interest rate

12.1.1.3. date of announcement of actual interest
16 October 2014

12.2. date(s) of payment of interest
30 October 2015

12.3. method for calculating days
Act/365

12.4. reference item
Share of the company 3D Systems Corp.
Company 3D Systems Corp produces 3D printers. 3D Systems Corp provides the most advanced and comprehensive 3D design-to-manufacturing solutions including 3D printers, print materials and custom parts. Its powerful digital thread empowers professionals and consumers everywhere to bring their ideas to life in material choices including plastics, metals, ceramics and edibles. More information about the company can be found on www.3dsystems.com. (Bloomberg code – DDD UN).

12.5. historical changes in the value of the reference item
Historical price change of the share can be found on www.bloomberg.com (Bloomberg code – DDD).

12.6. investment notes redemption price or procedure for its calculation
Unless the conditions (indicated in Item 12.9 of the Final Terms) due to which notes may not be backed up by capital guarantee occur, the nominal value of the note and guaranteed interest will be paid to the investors on the notes redemption date:

$$
RP = N + GI
$$

where:
RP – redemption price;
N – nominal value of the note;
GI – guaranteed interest.

If the conditions (indicated in Item 12.9 of the Final Terms) due to which notes may not be backed up by capital guarantee occur, on the notes redemption date to investors will be paid notes redemption price, calculated taking into account the real change of share price, and guaranteed interest:

$$
RP = N \times \frac{A_{pb}}{A_{pr}} + GI
$$

where:
RP – redemption price;
N – nominal value of the note;
$A_{pb}$ – final price of the share;
$A_{pr}$ – initial price of the share;

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GI – guaranteed interest.

12.7. initial value of reference item
Regardless of the company’s 3D Systems Corp share price change, on the notes redemption date guaranteed interest always will be paid to investors.

12.8. final value of reference item
Initial price of the share is equal to the closing price for the share on 16 October 2014.

12.9. terms when capital guarantee ceases to be valid
Final price of the share is equal to the closing price for the share on 15 October 2015.

12.10. period for checking whether any conditions due to which notes may not be backed up by capital guarantee occur
If on the final share price determination day, indicated in Item 12.8 of the Final Terms, the final price of the share will be lower than 70 percent of the initial share price, the investment will lose capital guarantee, i. e. on the redemption date the investor will be paid the notes redemption price, calculated taking into account the real change of the share price.

12.11. value of reference item and other related terms
15 October 2015, i. e. this is the only day when the price of the share will be checked, whether it is not lower than 70 percent of the initial price of the share.
The price of the share means the official closing price of the share published by the particular stock exchange on the particular date.
Stock exchange means with respect to 3D Systems Corp share – New York Stock Exchange or any other exchange or exchanges that may substitute such exchange.
If the valuation date of a share is a non-business day of a particular stock exchange, the share value shall be calculated on the nearest business day of the particular stock exchange.
Business day of the stock exchange(s) and/or market(s) is a day when the stock exchange(s) is regularly trading in the share as well as in futures and/or options of a relevant share and/or market(s), where a relevant share, futures and/or options of a relevant share are being traded.

12.12. entity that will carry out calculations
AB SEB bankas

TERMS OF THE OFFER

1. Category of investors proposed for acquiring the non-equity securities and rights granted
   Notes are offered only to investors who signed Private Banking Service Agreement with AB SEB bankas.

2. Nominal value per non-equity security
   USD 100

3. Issue size in units
   Unlimited

4. Total nominal value of the issue
   Unlimited

5. Subscription price(s) of non-equity security
   USD 100

6. Subscription fee
   1 percent of the nominal value of the note.

7. Subscription period
   10 October – 14 October 2014

8. Information about the possibility to reduce the number of subscribed securities
   Not applicable

9. Minimum number of non-equity securities offered to one investor
   Not defined

10. Maximum number of non-equity securities offered to one investor
    Not defined

11. Venues of finalisation of non-equity securities subscription agreements and deadline for payment for the securities
    The Investment notes subscription agreement shall be signed at the address and within business hours specified in Annex no. 1 to the Final Terms.
    Investor signing the Investment notes subscription agreement has an opportunity to select a payment date for the notes, if such date

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is a business day. Payment date for the notes may in no case be later than the final day of the subscription period.

Investor signing the Investment notes subscription agreement has to accumulate in his account indicated in the subscription agreement the amount of funds necessary to pay for the notes. If the date of payment for the notes selected by the investor is later than the date of the Investment notes subscription agreement, the Bank shall limit the investor's right to dispose of the specified amount in the investor's account, which is necessary to pay for the non-equity securities being subscribed.

On the final day of the subscription period (14 October 2014) the Investment notes subscription agreement shall only be signed until 3 p.m.

1. Procedure for provision of information about non-equity securities assigned to investors
   Information on the notes subscribed by investors shall be provided by the Bank by making entries in the personal securities accounts after the end of the subscription period of the notes.

2. Markets where the offer take place
   The Republic of Lithuania

3. Announcement of the offer results
   Provided that the issue comes into effect, not later than within 7 (seven) business days after the end of the subscription period of the notes, the report on distribution of the notes will be available on the website of the Central Storage Facility www.crib.lt.

4. Placement agents
   AB SEB bankas, Gedimino pr. 12, Vilnius, tel. 1528, www.seb.lt

5. Information about parties who assumes the firm commitment to underwrite a part of the securities of the issue
   There is no parties ensuring the subscription of the total issue of non-equity securities or any portion thereof.

6. Protector of interests of owners of the non-equity securities
   AB bankas Finasta, Maironio g. 11 LT-01124 Vilnius, tel. +370 5 203 2233, www.finasta.lt.

LISTING ON REGULATED MARKET TRADING LISTS

1. Listing on regulated market trading lists
   Not intended.

2. Entities who undertook the obligation to support secondary trading
   No intermediaries assume an obligation to ensure liquidity of non-equity securities in the secondary trading or other regulated markets.

ADDITIONAL INFORMATION

1. Cancellation of the issue(s)

The issue shall be considered failed and cancelled if the actual interest set by the Bank is lower than the minimum interest indicated in part 12.1.1.1. of the Final Terms. The issue may be considered failed and cancelled if the total nominal value of issue is lower than USD 1,000,000 or if any unpredictable economic, financial or political events, which might prevent success of the notes issue, occur. In case of cancellation of issue:

• the announcement about the cancellation of the issue will be published on 16 October 2014 on the Bank's website www.seb.lt;
• all signed agreements will be considered invalid and no later than within 5 (five) business days after the announcement of cancellation of the issue, the investors will be refunded to the bank account from which the investors' funds were debited or to any other account indicated by the investor:
  a) USD 100 for each subscribed note of the issue;
  b) the subscription fee.

The issue may also be considered failed and cancelled if any event related to the risks of change in the calculation method of financial instrument value and/or premium calculation risk occur within

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the notes subscription period. In such case:
- relevant information will be immediately announced on the Bank's website www.seb.lt;
- all signed agreements will be considered invalid and no later than within 5 (five) business days after the announcement of cancellation of the issue, the investor will be refunded to the bank account from which the investor's funds were debited, or to any other account indicated by the investor:
a) USD 100 for each subscribed note of the issue;
b) the subscription fee.

1. Advisors
   None

2. Third party information
   The information published on Bloomberg was used while preparing the issue documents. The Bank believes that the sources of the above information are reliable, however, it has not independently verified this information. The Bank shall not assume any responsibility for its accuracy, authenticity or completeness.

3. Credit ratings
   No rating is assigned to these notes. Currently, no rating agency assigns any credit ratings at the Bank's request or with cooperation of the Bank in the rating process.

The Issuer is responsible for the accuracy of the information contained in these Final Terms.

Head of Markets Department of AB SEB bankas
Rolandas Sungaila

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Annex 1

Address and business hours of Private Banking Department of AB SEB bankas

Address	Business hours
Olimpiečių g. 1, LT-01116 Vilnius	I – IV 8.00 – 17.00
V – 8.00 – 15.45