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Swedbank A Capital/Financing Update 2012

Feb 23, 2012

2978_rns_2012-02-23_19ace0d8-2623-4ff9-8834-aab09f86b2d2.pdf

Capital/Financing Update

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23 February 2012

SWEDBANK AB (publ)

Issue of

SEK 225,000,000 Floating Rate Notes due 7 April 2015

(to be consolidated and form a single series with the existing Floating Rate Note SEK 1,600,000,000 issued on 6 April 2011)

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 20 May 2010 which are incorporated by reference in the Prospectus dated 19 May 2011 and are attached hereto. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”) and must be read in conjunction with the Prospectus dated 19 May 2011 and the supplementary prospectus dated 14 February 2012, which together constitutes a base prospectus for the purposes of the Prospectus Directive. 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 dated 19 May 2011 and the supplementary prospectuses dated 14 February 2012. The Prospectus and the supplementary prospectuses are available for viewing at Swedbank AB (publ), Brunkebergstorg 8, SE-105 34 Stockholm and http://www.ms-pdf.londonstockexchange.com/en-gb/pricenews/marketnews and copies may be obtained from specified office in the Principal Playing Agent in London.

  1. Issuer: Swedbank AB (publ)
  2. (i) Series Number: 151
    (ii) Tranche Number: 2
    (to be consolidated and form a single series with the existing Floating Rate Notes, SEK 1,600,000,000 issued on 6 April 2011)
  3. Specified Currency or Currencies: Swedish Krona (“SEK”)
  4. Aggregate Nominal Amount: SEK 1,825,000,000
    (i) Series: SEK 1,825,000,000
    (ii) Tranche: SEK 225,000,000
  5. Issue Price: 98.876 per cent of the Aggregate Nominal Amount
  6. (i) Specified Denomination(s): SEK 1,000,000
    (ii) Calculation Amount: SEK 1,000,000

  1. (i) Issue Date: 27 February 2012
    (ii) Interest Commencement Date: 6 April 2011

  2. Maturity Date: Interest Payment Date falling in or nearest to April 2015

  3. Interest Basis: 3 Months STIBOR + 1.25 per cent

  4. Redemption/Payment Basis: Redemption at par

  5. Change of Interest Basis or Redemption/Payment Basis: Not Applicable

  6. Put/Call Options: Not Applicable

  7. (i) Status of the Notes: Unsubordinated – Condition 3(a) will apply
    a) Date Board approval for issuance of Notes obtained: Not Applicable

  8. Method of distribution: Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

  1. Fixed Rate Note Provisions: Not Applicable

  2. Floating Rate Note Provisions: Applicable

(i) Specified Period(s)/Specified Interest Payment Dates:
The period from and including the Interest Commencement Date to but excluding the first Specified Interest Payment Date and, thereafter, each period from and including a Specified Interest Payment Date to but excluding the next Specified Interest Payment Date.

Interest will be payable quarterly in arrears on 7 July, 7 October, 7 January and 7 April in each year, form and including 7 July 2011, to and including Maturity Date (each a “Specific Interest Payment Date”) subject, in each case, to adjustment in accordance with the Business Day Convention specified below.

(ii) Business Day Convention: Modified Following Business Day Convention, adjusted

(iii) Business Centre(s): 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 months STIBOR
– Interest Determination Date(s): Two (2) Stockholm Business Days prior to the start of each Interest Period
– Relevant Screen Page: Reuters Screen SIDE page
(vii) ISDA Determination: Not Applicable
– Floating Rate Option: Not Applicable
– Designed Maturity: Not Applicable
– Reset Date: Not Applicable
(viii) Margin(s): + 1.25 per cent, per annum
(ix) Minimum Rate of Interest: Not Applicable
(x) Maximum Rate of Interest: Not Applicable
(xi) Day Count Fraction: Actual/360
(xii) Fall back provisions, rounding 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: Not Applicable
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
20. Issuer Call: Not Applicable
21. Investor Put: Not Applicable

  1. Final Redemption Amount: SEK 1,000,000 per Calculation Amount

  2. Early Redemption Amount:
    Early Redemption Amount(s) payable on redemption for taxation reasons or on Event of Default or other early redemption and/or the method of calculating the same (if required or if different from that set out in Condition 5(e)): Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

  1. Form of Notes:
    (i) Form: Bearer Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Bearer Notes upon an Exchange Event
    (ii) New Global Note: No

  2. Financial Centre(s) or other special provisions relating to Payment Days: Stockholm

  3. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): No

  4. Details relating to Partly Paid 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: Not Applicable

  5. Details relating to Instalment Notes:
    (i) Instalment Amount(s): Not Applicable
    (ii) Instalment Date(s): Not Applicable

  6. Redenomination, renominalisation and reconventioning provisions: Not Applicable

  7. Consolidation provisions: Not Applicable

  8. Additional U.S. Federal Income Tax Considerations: Not Applicable

  9. Other final terms: Not Applicable


DISTRIBUTION

  1. (i) If syndicated, names of Managers: Not Applicable
    (ii) Date of Subscription Agreement: Not Applicable
    (iii) Stabilising Manager(s) (if any): Not Applicable

  2. If non-syndicated, name of Dealer: Swedbank AB (publ)
    SE-105 34 Stockholm

  3. Whether TEFRA D rules are applicable or TEFRA D rules are not applicable:

  4. 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 EEA Regulated Market of the London Stock Exchange and listing on an Official List 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).

RESPONSIBILITY

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

Signed on behalf of the Issuer:
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By:
Duly authorised
Stefan Abrahamsson
Stefan Krogers


PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing: London

(ii) Admission to trading: Application has been made for the Notes to be admitted to trading on the London Stock Exchange with effect from 27 February 2012.

(iii) Estimate of total expenses related to admission to trading: Not Applicable

2. RATINGS

Ratings: The Notes have been assigned the following ratings:

S&P: A
Moody’s: A2
Fitch: A

Each such credit rating agency is established in the European Union and is registered under Regulation (EC) No. 1060/2009.

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. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer: See “Use of Proceeds” wording in Prospectus

(ii) Estimated net proceeds: SEK 223,663,843 (including accrued interest amounting to SEK 1,192,843)

(iii) Estimated total expenses: Not Applicable

5. YIELD

Not Applicable

6. Index-Linked or other variable-linked Notes only – PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE AND OTHER INFORMATION CONCERNING THE UNDERLYING

7. Dual Currency Notes only – PERFORMANCE OF RATES OF EXCHANGE

8. OPERATIONAL INFORMATION

(i) ISIN Code: Temporary ISIN XS0750790957 and original ISIN XS0613608834


(ii) Common Code: Temporary 075079095 and original 061360883
(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 relevant identification number(s): Not Applicable
(vii) Settlement procedures: Customary settlement and payment procedures apply
(viii) Delivery: Delivery against payment
(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): Not Applicable
(x) Intended to be held in a manner which would allow Eurosystem eligibility: No