Capital/Financing Update • Jan 25, 2012
Capital/Financing Update
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Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 19 May 2011 (the "Prospectus") and the supplementary prospectus dated 21 July 2011 and 25 October 2011 which together constitutes a base prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus as so supplemented. 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 as so supplemented. The Prospectus and the supplementary prospectus are available for viewing at Brunkebergstorg 8, SE-105 34 Stockholm and www.swedbank.se and copies may be obtained from Brunkebergstorg 8, SE-105 34 Stockholm.
| 1. | Issuer: | Swedbank AB (publ) | |||||
|---|---|---|---|---|---|---|---|
| 2. | Series Number: (i) |
178 | |||||
| (ii) | Tranche Number: | 1 | |||||
| 3. | Specified Currency or Currencies: | Swedish Krona ("SEK") | |||||
| 4. | Aggregate Nominal Amount: | SEK 1,950,000,000 | |||||
| (i) | Series: | SEK 1,950,000,000 | |||||
| (ii) | Tranche: | SEK 1,950,000,000 | |||||
| 5. | Issue Price: | 99.9414 per cent of the Aggregate Nominal Amount | |||||
| 6. | (i) | Specified Denomination(s): | SEK 1,000,000 | ||||
| (ii) | Calculation Amount: | SEK 1,000,000 | |||||
| 7. | (i) | Issue Date: | 30 January 2012 | ||||
| (ii) | Interest Commencement Date: | Issue Date | |||||
| 8. | Maturity Date: | Interest Payment Date falling in or nearest to January 2017 |
|||||
| 9. | Interest Basis: | 3 months STIBOR +2.30 per cent Floating Rate |
| (further particulars specified below) | |||||||
|---|---|---|---|---|---|---|---|
| 10. | Redemption/Payment Basis: | Redemption at par | |||||
| 11. | Change of Interest Basis or Redemption/Payment Basis: |
Not Applicable | |||||
| 12. | Put/Call Options: | Not Applicable | |||||
| 13. | (i) | Status of the Notes: | Unsubordinated $-$ Condition 3(a) will apply | ||||
| [a] | Date [Board] approval for issuance of Notes obtained: |
Not Applicable | |||||
| 14. | Method of distribution: | Non-syndicated | |||||
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||||||
| 15. | Fixed Rate Note Provisions: | Not Applicable | |||||
| 16. | Floating Rate Note Provisions: | Applicable | |||||
| (i) | Specified Period(s)/Specified Interest Payment Dates: |
Quarterly on 30 April, 30 July, 30 October and 30 January, each year up to and including the Maturity Date, subject to adjustment in accordance with the Business Day Convention |
|||||
| (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 | |||||
| Party responsible for calculating the (v) of Interest and Interest Rate(s) Amount(s) (if not the Principal Paying Agent): |
Not Applicable | ||||||
| $(v_i)$ | Screen Rate Determination: | Applicable | |||||
| Reference Rate: | 3 months STIBOR | ||||||
| Interest Determination Date(s): | Second Stockholm business day prior to the start of each Interest Period. |
||||||
| Relevant Screen Page: | Reuter page "SIDE" | ||||||
| (vii) | ISDA Determination: | ||||||
| Floating Rate Option: | Not Applicable | ||||||
| Designated Maturity: | Not Applicable | ||||||
| Reset Date: | Not Applicable |
| (viii) Margin(s): | $+2.30$ per cent per annum | ||||||
|---|---|---|---|---|---|---|---|
| Minimum Rate of Interest: (ix) |
Not Applicable | ||||||
| (x) Maximum Rate of Interest: |
Not Applicable | ||||||
| Day Count Fraction: (xi) |
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 | |||||
| PROVISIONS RELATING TO REDEMPTION | |||||||
| 20. | Issuer Call: | Not Applicable | |||||
| 21. | Investor Put: | Not Applicable | |||||
| 22. | Final Redemption Amount: | SEK 1,000,000 per Calculation Amount | |||||
| 23. | 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 $5(e)$ : |
SEK 1,000,000 per Calculation Amount |
| $\rm(i)$ | 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: | No | |
| 25. | Centre(s) or other special Not Applicable Financial provisions relating to Payment Days: |
| 26. | Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): |
No. | ||||
|---|---|---|---|---|---|---|
| 27. | 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 | ||||
| 28. | Details relating to Instalment Notes: | |||||
| (i) Instalment Amount(s): |
Not Applicable | |||||
| Instalment Date(s): (ii) |
Not Applicable | |||||
| 29. | Redenomination, renominalisation and reconventioning provisions: |
Not Applicable | ||||
| 30. | Consolidation provisions: | Not Applicable | ||||
| 31. | Additional U.S. Federal Income Tax Considerations: |
Not Applicable | ||||
| 32. | Other final terms: | Not Applicable | ||||
| DISTRIBUTION | ||||||
| 33. | If syndicated, names of Managers: (i) |
Not Applicable | ||||
| (ii) Date of Subscription Agreement: |
Not Applicable | |||||
| Stabilising Manager(s) (if any): (iii) |
Not Applicable | |||||
| 34. | If non-syndicated, name of Dealer: | Svenska Handelsbanken AB (publ) Blasieholmstorg 11 SE-106 70 Stockholm |
||||
| 35. | Whether TEFRA D rules are applicable or TEFRA rules are not applicable: |
TEFRA D | ||||
| 36. | Additional selling restrictions: | Not Applicable |
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 the Official List of 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).
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:
MAAA By: ....... $\epsilon$ $\epsilon$
Duly authorised Marie Carisson
Stefan Abrahamsson
| (i) | Listing: | London | |||||
|---|---|---|---|---|---|---|---|
| (ii) Admission to trading: |
Application has been made for the Notes to be admitted to trading on London Stock Exchange's Regulated Market with effect from or about the Issue Date. |
||||||
| Estimate of total expenses related to (iii) admission to trading: |
GBP 3,600 | ||||||
| RATINGS | |||||||
| Ratings: | The Notes to be issued are expected to be rated. | ||||||
| Standard & Poor's Credit Market Services Europe Limited: |
A+ | ||||||
| Moody's Investors Service Ltd.: | A 2 | ||||||
| Fitch Ratings: | A | ||||||
| The above rating agencies are established in the European Union and are registered under Regulation |
Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
(EC) No. 1060/2009.
| (i) | Reasons for the offer: | As per "Use of Proceeds" wording of the Base | ||||
|---|---|---|---|---|---|---|
| Prospectus. |
Not Applicable
$\overline{2}$ .
Not Applicable
Not Applicable
| (i) | ISIN Code: | XS0739236973 |
|---|---|---|
| (ii) | Common Code: | 073923697 |
| (iii) | Cusip: | Not Applicable |
| (iv) | CINS: | Not Applicable |
| (v) | Swiss Security Number: | Not Applicable |
| (vi) | Any clearing system(s) other than Not Applicable 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): |
|
| (vii) | Settlement procedures: | Customary medium term note 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 |
| $\alpha$ . Description of the contract in $\alpha$ |
Not Applicable
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