SEB — Capital/Financing Update 2014

May 7, 2014

SEB

AB SEB BANKAS
THE FINAL TERMS NO. 20131015/011
SEB SINGAPORE AND TAIWAN
ISSUED UNDER THE BASE PROSPECTUS OF LTL 1,000,000,000 NON-EQUITY
SECURITIES ISSUE PROGRAMME,

6 May 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), Annex to the Base Prospectus, 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. The Base Prospectus and the Final Terms are also available on the branch offices of placement agents (at the addresses and during the opening hours specified in Annex 1 to the Final Terms) and on their websites (www.seb.lv). 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
   Reference item linked 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 Reference item linked notes subscription agreement (in Lithuanian – Su finansine priemone susietų obligacijų pasirašymo sutartis) and the Non-equity securities purchase order (in Latvian – Parāda vērtspapīru Pirkšanas Rikojums).

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

---

SEB

1. Currency EUR
2. Issue maturity term 1,114 days
3. Issue date 12 May 2014
4. Redemption date 30 May 2017
5. Basis for the issue of the non-equity securities Resolution No. 20.1 dated 2 May 2014 of the Board of AB SEB bankas.

12. Terms of reference item linked notes

12.1. applicable interest 0 percent (not paid)
12.2. reference item The basket of two equally weighted indices: MSCI Singapore Free (Index Bloomberg code - SIMSCI) and MSCI Taiwan (Index Bloomberg code - TAMSCI).

MSCI Singapore Free Index is designed to measure the performance of the large and mid-cap segments of the Singapore market. With 30 constituents, MSCI Singapore Free Index covers approximately 85 per cent of the free float-adjusted market capitalization in Singapore. More information about MSCI Singapore Free Index can be found on www.msci.com.

MSCI Taiwan Index is designed to measure the performance of the large and mid-cap segments of the Taiwan market. With 106 constituents, the index covers approximately 85 per cent of the free float-adjusted market capitalization in Taiwan. More information about MSCI Taiwan Index can be found on www.msci.com.

12.3. historical changes in the value of the reference item Historical change in value of MSCI Singapore Free Index and MSCI Taiwan Index can be found on Bloomberg by professional users only. The Bank shall provide information about historical change in value of the indices comprising the basket upon investors' request at the addresses and within business hours specified in Annex No. 1 to the Final Terms.

12.4. notes redemption price or procedure for its calculation If the value of the basket of indices increases, the nominal value and the premium for the increase will be paid to the investor on the redemption date:

$$
R P = N + P
$$

where:

RP – redemption price;

N – nominal value of the note;

P – premium.

If the value of the basket of indices does not change or decreases, only the note nominal value is paid to the investor on the redemption date, i. e. risk premium defined in Item 17.1 of the Final Terms and subscription fee defined in Part 18 of the Final Terms shall not be refunded to investors.

12.5. premium rate or procedure for its calculation
12.5.1. premium paid on notes redemption date:
12.5.1.1. terms of payment of premium The premium shall be paid for the increase of the value of the basket of indices. The change of the value of the basket of indices is equal to the arithmetic average of the changes (positive and negative) in value of each index in the basket. The change in value of each index comprising the basket is calculated by comparing the final value of each index with the initial value of each index. If the value of the basket of indices does not change or decreases, no premium is paid.

12.5.1.2. procedure for calculating premium

$$
P = N \times Q \times \operatorname{Max}\left(0\% ; I_{pn}\right);
$$

$$
I_{pn} = \sum_{i=1}^{2} \frac{1}{2} \times I_{pi}
$$

where:

---

SEB

P – premium;
N – nominal value of the note;
Q – participation ratio;
$I_{p4}$ – change of the value of the basket of indices;
$I_{p1}$ – change of the value of each index comprising the basket
$$
I_{p1} = \frac{I_{ph_1}}{I_{pr_1}} - 1
$$
$I_{p4}$ – initial value of each index comprising the basket;
$I_{ph_1}$ – final value of each index comprising the basket.

12.5.1.3. expected value of participation ratio 100%
12.5.1.4. minimum participation ratio value 80%
12.5.1.5. date of announcement of actual value of variables of the issue
Actual value of the participation ratio shall be published on 13 May 2014.

12.6. initial value of reference item
Initial value of each index comprising the basket is equal to the value of the particular index on 14 May 2014.

12.7. final value of reference item
Final value of each index comprising the basket is equal to the arithmetic average of the closing values of the particular index, which are estimated on the 12th day of every month, commencing on 12 May 2016 and ending on 12 May 2017, and is calculated following the below formula:
$$
I_{ph_1} = \frac{I_1 + I_2 + I_3 + I_4 + I_5 + I_6 + I_7 + I_8 + I_9 + I_{10} + I_{11} + I_{12} + I_{13}}{13} \text{ where:}
$$
$I_1$ – Index value on 12 May 2016
$I_2$ – Index value on 12 June 2016
$I_3$ – Index value on 12 July 2016
$I_4$ – Index value on 12 August 2016
$I_5$ – Index value on 12 September 2016
$I_6$ – Index value on 12 October 2016
$I_7$ – Index value on 12 November 2016
$I_8$ – Index value on 12 December 2016
$I_9$ – Index value on 12 January 2017
$I_{10}$ – Index value on 12 February 2017
$I_{11}$ – Index value on 12 March 2017
$I_{12}$ – Index value on 12 April 2017
$I_{13}$ – Index value on 12 May 2017

12.8. value of reference item and other related terms
The value of each particular index comprising the basket means the official last (closing) value of the MSCI Singapore Free Index and MSCI Taiwan Index on the particular date.

If the valuation date of each particular index comprising the basket (as specified in Items 12.6 and 12.7 of the Final Terms) is a non-business day of any national exchange(s) on which the constituent shares of each index are traded, the value of each index comprising the basket shall be calculated on the nearest following business day.

Business day means any scheduled trading day on which each national exchange and each related exchange are open for trading during their respective regular trading sessions, notwithstanding any such national exchange or related exchange closing prior to its scheduled closing time.

Related exchange is any exchange on which futures contracts and/or options contracts relating to the constituent share are traded.

12.9. entity that will carry out calculations
AB SEB bankas

---

SEB

TERMS OF THE OFFER

1. Category of investors proposed for acquiring the non-equity securities and rights granted
   Investors who are offered notes are divided into two categories described below:
2. investors who signed Private Banking Service Agreement with AB SEB bankas, where notes are subscribed for through AB SEB bankas in Lithuania;

3. investors who signed Private Banking Service Agreement with AS SEB banka, where notes are subscribed for through AS SEB banka in Latvia.

4. Nominal value per non-equity security EUR 100

5. Issue size in units Unlimited
6. Total nominal value of the issue Unlimited
7. Subscription price(s) of non-equity security EUR 105
   17.1. risk premium EUR 5
8. Subscription fee 1 percent of the nominal value of the note.
9. Subscription period 7-9 May 2014
10. Information about the possibility to reduce the number of subscribed securities Not applicable
11. Minimum number of non-equity securities offered to one investor Not defined
12. Maximum number of non-equity securities offered to one investor Not defined
13. Venues of finalization of non-equity securities subscription agreements and deadline for payment for the securities

Subscribing for notes through AB SEB bankas in Lithuania

The Reference item linked notes subscription agreement (in Lithuanian – Su finansine priemone susietų obligacijų pasirašymo sutartis) shall be signed when subscribing for the notes through AB SEB bankas in Lithuania. The Reference item linked notes subscription agreement shall be signed at the addresses and within business hours specified in Annex No. 1 to the Final Terms.

In case an investor subscribes for the notes past 3 p.m. (Vilnius time), it shall in any case mean that the investor has to pay for the subscribed notes on the following business day (after the day on which the notes were subscribed) at the subscription price.

Investor signing the Reference item linked notes subscription agreement has an opportunity to select a payment date for the notes, if such date is a business day, although the subscription price shall be the same during the whole subscription period as defined in Part 17 of the Final Terms.

Investor signing the Reference item linked notes subscription agreement has to accumulate in his account indicated in the subscription agreement the amount of funds necessary to pay for the notes.

Subscribing for notes through AS SEB banka in Latvia

The Non-equity securities purchase order (in Latvian – Parāda vērtspapīru Pirkšanas Rīkojums) shall be submitted when subscribing for the notes through AS SEB banka in Latvia. The Non-equity securities purchase order shall be submitted at the addresses and within business hours specified in Annex No. 1 to the Final Terms.

For investors submitting the Non-equity securities purchase order there will only be one payment date, which is the final day of the subscription period,

---

SEB

i. e. 9 May 2014.

For investors subscribing for the notes through AS SEB banka in Latvia the right to dispose of the funds necessary to pay for the notes shall be limited within the whole period from the day they submitted the Non-equity securities purchase order until the payment date, which is the final day of the subscription period, i. e. 9 May 2014.

On the final day of the subscription period (9 May 2014):

• the Reference item linked notes subscription agreement shall only be signed until 3 p.m. (Vilnius time).

• The Non-equity securities purchase order shall only be submitted until 2 p.m. (Vilnius time).

• 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. The notes subscribed through AS SEB banka in Latvia shall all be held in one account opened in the name of AS SEB banka clients. It is the responsibility of AS SEB banka in Latvia to inform the final client about his notes held with the Bank.

1. Markets where the offer will take place

The Republic of Lithuania and the Republic of Latvia.

1. 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.

1. Placement agents

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

1. Information about parties who assume 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.

1. 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.

1. 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 value of the participation ratio set by the Bank is lower than the minimum participation ratio indicated in part 12.5.1.4. of the Final Terms. The issue may be considered failed and cancelled if the total nominal value of the issue is lower than EUR 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 the issue:

• the announcement about the cancellation of the issue will be published on 13 May 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:

---

SEB

a) EUR 105 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 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) EUR 105 for each subscribed note of the issue;
  b) subscription fee.

None

The information published on Bloomberg and website www.msci.com was used while preparing the issue documents. The Bank believes that the sources of the above information are reliable; however, it will not independently verify this information. The Bank shall not assume any responsibility for its accuracy, authenticity or completeness.

DISCLAIMER

All of the information contained in the Final Terms referring to the indices comprising the basket (collectively, the "Information") is the property of MSCI Inc. or its subsidiaries (collectively, "MSCI"), or MSCI's licensors, direct or indirect suppliers or any third party involved in making or compiling any Information (collectively, with MSCI, the "Information Providers") and is provided for informational purposes only. The Information may not be reproduced or redisseminated in whole or in part without prior written permission from MSCI.

The Information may not be used to create derivative works or to verify or correct other data or information. For example (but without limitation), the Information may not be used to create indices, databases, risk models, analytics, software, or in connection with the issuing, offering, sponsoring, managing or marketing of any securities, portfolios, financial products or other investment vehicles utilizing or based on, linked to, tracking or otherwise derived from the Information or any other MSCI data, information, products or services.

The user of the Information assumes the entire risk of any use it may make or permit to be made of the Information. NONE OF THE INFORMATION PROVIDERS MAKES ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE INFORMATION (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH INFORMATION PROVIDER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, TIMELINESS, NON-INFRINGEMENT, COMPLETENESS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO ANY OF THE INFORMATION.

Without limiting any of the foregoing and to the maximum extent permitted by applicable law, in no event shall any Information Provider have any liability regarding any of the Information for any direct, indirect, special, punitive, consequential (including lost profits) or any other damages even if notified of the possibility of such damages. The foregoing shall not exclude or limit any liability that may not by applicable law be excluded or limited, including without limitation (as applicable), any liability for death or personal injury to the extent that such injury results from the negligence or

---

SEB

wilful default of itself, its servants, agents or sub-contractors.

Information containing any historical information, data or analysis should not be taken as an indication or guarantee of any future performance, analysis, forecast or prediction. Past performance does not guarantee future results.

None of the Information constitutes an offer to sell (or a solicitation of an offer to buy), any security, financial product or other investment vehicle or any trading strategy.

You cannot invest in an index. MSCI does not issue, sponsor, endorse, market, offer, review or otherwise express any opinion regarding any investment or financial product that may be based on or linked to the performance of any MSCI index.

MSCI's indirect wholly-owned subsidiary Institutional Shareholder Services, Inc. ("ISS") is a Registered Investment Adviser under the Investment Advisers Act of 1940. Except with respect to any applicable products or services from ISS (including applicable products or services from MSCI ESG Research, which are provided by ISS), neither MSCI nor any of its products or services recommends, endorses, approves or otherwise expresses any opinion regarding any issuer, securities, financial products or instruments or trading strategies and neither MSCI nor any of its products or services is intended to constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such.

The MSCI ESG Indices use ratings and other data, analysis and information from MSCI ESG Research. MSCI ESG Research is produced by ISS or its subsidiaries. Issuers mentioned or included in any MSCI ESG Research materials may be a client of MSCI, ISS, or another MSCI subsidiary, or the parent of, or affiliated with, a client of MSCI, ISS, or another MSCI subsidiary, including ISS Corporate Services, Inc., which provides tools and services to issuers. MSCI ESG Research materials, including materials utilized in any MSCI ESG Indices or other products, have not been submitted to, nor received approval from, the United States Securities and Exchange Commission or any other regulatory body.

Any use of or access to products, services or information of MSCI requires a license from MSCI. MSCI, Barra, RiskMetrics, IPD, ISS, FEA, InvestorForce, and other MSCI brands and product names are the trademarks, service marks, or registered trademarks of MSCI or its subsidiaries in the United States and other jurisdictions. The Global Industry Classification Standard (GICS) was developed by and is the exclusive property of MSCI and Standard & Poor's. "Global Industry Classification Standard (GICS)" is a service mark of MSCI and Standard & Poor's.

© 2014 MSCI Inc. All rights reserved.

1. 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

---

SEB

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

Address and business hours of SEB Private Banking of AS "SEB banka"

Address	Business hours
Valņu iela 11, Riga, LV-1050	I – V 9.00 – 17.00