Capital/Financing Update • Mar 13, 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") the supplementary prospectuses dated 21 July, 2011, 25 October 2011 and 14 February 2012, which together constitute a base prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive"). This document constitute 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 of 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 prospectuses are available for viewing at Swedbank AB (publ), Regeringsgatan 13, SE-105 34 Stockholm, Sweden and www.swedbank.se and copies may be obtained from Swedbank AB (publ), Regeringsgatan 13, SE-105 34 Stockholm, Sweden.
| 1. | Issuer: | Swedbank AB (publ) | |||
|---|---|---|---|---|---|
| 2. | (i) | Series Number: | 185 | ||
| (ii) | Tranche Number: | $\overline{2}$ The Notes issued under these Final Terms will be consolidated and form a single Series with the existing SEK 100,000,000 Floating Rate Notes due February 2016, details of which are included in the Final Terms dated 22 February 2012 under Series 185. The Notes will become fungible with existing Series 185 forty (40) days after the Issue Date. |
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| 3. | Specified Currency or Currencies: | Swedish Krona ("SEK") | |||
| 4. | Aggregate Nominal Amount: | ||||
| (i) | Series: | SEK 250,000,000 | |||
| (ii) | Tranche: | SEK 150,000,000 | |||
| 5. | Issue Price: | 100.265 per cent. of the Aggregate Nominal Amount plus accrued interest from and including 24 February 2012 to but excluding the Issue Date. |
| 6. | (i) | Specified Denominations: | SEK 1,000,000 | ||
|---|---|---|---|---|---|
| (ii) | Calculation Amount: | SEK 1,000,000 | |||
| 7. | (i) | Issue Date: | 15 March 2012 | ||
| (ii) | Interest Commencement Date: | 24 February 2012 | |||
| 8. | Maturity Date: | 24 February 2016 | |||
| 9. | Interest Basis: | 3.75 per cent. Fixed Rate (further particulars specified below) |
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| 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 | ||
| (ii) | Date Board approval for issuance of Notes obtained: |
Not Applicable | |||
| 14. | Method of distribution: | Non-syndicated |
| 15. | Fixed Rate Note Provisions: | Applicable | ||
|---|---|---|---|---|
| (i) | Rate(s) of Interest: | 3.75 per cent. per annum payable annually in arrear | ||
| (ii) | Interest Payment Dates: | 24 February in each year up to and including the Maturity Date |
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| (iii) | Fixed Coupon Amount(s): | SEK 37,500 per Calculation Amount. | ||
| (iv) | Broken Amounts: | Not Applicable | ||
| (v) | Day Count Fraction: | 30/360 | ||
| (v i ) | Determination Dates: | Not Applicable | ||
| (vii) | Other terms relating to the method of calculating interest for Fixed Rate Notes;: |
Not Applicable | ||
| 16. | Floating Rate Note Provisions: | 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)): |
Condition 5(e) will apply | ||||
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||||
| 24. | Form of Notes: | ||||
| (i) Form: |
Bearer Notes: | ||||
| Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definite Bearer Notes only upon an Exchange Event. |
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| (ii) New Global Note: |
No | ||||
| 25. | Financial Centre(s) other or special provisions relating to Payment Days: |
Stockholm | |||
| 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: |
Not Applicable | |||
| 28. | Details relating to Instalment Notes: | ||||
| (i) Instalment Amount(s): |
Not Applicable | ||||
| (ii) Instalment Date(s): |
Not Applicable | ||||
| 29. | Redenomination, renominalisation and reconventioning provisions: |
Not Applicable | |||
| 30. | Consolidation provisions: | Not Applicable |
| 31. | Considerations: | Additional U.S. Federal | Income Tax Not Applicable | ||||
|---|---|---|---|---|---|---|---|
| 32. | Other final terms: | Not Applicable | |||||
| DISTRIBUTION | |||||||
| 33. | (i) | If syndicated, names of Managers: | Not Applicable | ||||
| (ii) | Date of Subscription Agreement: | Not Applicable | |||||
| (iii) | Stabilising Manager(s) (if any): | Not Applicable | |||||
| 34. | If non-syndicated, name of Dealer: | Nordea Bank Danmark A/S | |||||
| 35. | Whether TEFRA D rules are applicable or TEFRA rules are not applicable: |
TEFRAD | |||||
| 36. | Additional selling restrictions: | Not Applicable |
These Final Terms comprise the final terms required for issue and admission to trading on he 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: $By: ...$ . . . . . . . . . . . . . ............. Duly authorised
Stefan Abrahamsson
TEAR KRONG
Ratings:
The Notes to be issued are expected to be 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
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.
| (i) | Reasons for the offer: | See "Use of Proceeds" wording in Prospectus |
|---|---|---|
| (ii) | Estimated net proceeds: | SEK 150,725,625 |
| (iii) | Estimated total expenses: | Not Applicable |
Indication of yield:
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
PERFORMANCE OF 6. Index-Linked other variable-linked Notes only a general $or$ INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING
3.676 per cent.
Not Applicable
Not Applicable
| (i) | ISIN Code: | Temporary ISIN Code XS0757400006 to be consolidated and form a single series with XS0749744909 forty days after the Issue Date |
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|---|---|---|---|---|
| (ii) | Common Code. | Temporary Common Code 075740000 to be consolidated and form a single series with 074974490 forty days after the Issue Date |
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| (iii) | Cusip: | Not Applicable | ||
| (iv) | CINS: | Not Applicable | ||
| (v) | Swiss Security Number: | Not Applicable | ||
| (v i ) | Any clearing system(s) other than Euroclear Bank SA/NV, Clearstream Banking société anonyme and SIX SIS AG (together with the address of each such clearing system) and the relevant identification number(s): |
Not Applicable | ||
| (vii) | Settlement procedures: | Customary medium term note settlement and payment procedures apply |
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| (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 |
Not Applicable
$\hat{\mathcal{A}}$
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