Capital/Financing Update • Nov 14, 2012
Capital/Financing Update
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13 November 2012
Issue of
under the
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 15 May 2012 (the "Prospectus") and the supplementary prospectuses dated 18 July 2012 and 23 October 2012 which together constitute 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 prospectuses are available for viewing at the office of the Issuer, Regeringsgatan 13, SE-105 34 Stockholm, Sweden and www.swedbank.se.
| 1. | Issuer: | Swedbank AB (publ) | ||
|---|---|---|---|---|
| 2. | (i) | Series Number: | 205 | |
| (ii) | Tranche Number: | $\overline{2}$ | ||
| (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible) |
The Notes will be consolidated and form a single Series with the Issuer's SEK 250,000,000 Floating Rate Notes due 2 November 2016 (the "Original Notes". |
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| 3. | Specified Currency or Currencies: | Swedish Kronor ("SEK") | ||
| 4. | Aggregate Nominal Amount: | |||
| (i) | Series: | SEK 450,000,000 | ||
| (ii) | Tranche: | SEK 200,000,000 | ||
| 5. | Issue Price: | 100.002 per cent of the Aggregate Nominal Amount plus accrued interest on the Aggregate Nominal Amount from and including 2 November 2012 to but excluding the Issue Date. |
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| 6. | (i) | Specified Denomination(s): | SEK 1,000,000 | |
| (ii) | Calculation Amount: | SEK 1,000,000 | ||
| 7. | $\left( i\right)$ | Issue Date: | 15 November 2012 |
| (ii) | Interest Commencement Date: | 2 November 2012 | |||
|---|---|---|---|---|---|
| 8. | Maturity Date: | Interest Payment Date falling in or nearest to November 2016 |
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| 9. | Interest Basis: | 3 month STIBOR+ 0.90 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 | ||
| (ii) | Date Board approval for issuance of Not Applicable Notes obtained: |
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| 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 | |||
| Period(s)/Specified (i) Specified Interest Payment Dates: |
Interest shall be payable quarterly in arrears on 2 February, 2 May, 2 August and 2 November in each year, commencing on 2 February 2013 and ending on the Maturity Date, subject to adjustment in accordance with the Business Day Convention referred to below. |
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| (ii) | Business Day Convention: | Modified Following Business Day Convention | |||
| (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 Not Applicable |
| Contract | Reference Rate: | 3 Month STIBOR |
|---|---|---|
| $\sim$ | Interest $Date(s)$ : |
Determination 11.00 a.m. on the second Stockholm business day prior to the start of each Interest Period. |
| Relevant Screen Page: | Reuters page "SIDE" | ||
|---|---|---|---|
| (vii) | ISDA Determination: | Not Applicable | |
| (viii) | $Margin(s)$ : | $+0.90$ per cent per annum | |
| (ix) | Minimum Rate of Interest: | Not Applicable | |
| (x) | Maximum Rate of Interest: | Not Applicable | |
| (x i ) | Day Count Fraction: | Actual/360, adjusted | |
| (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 $5(e)$ : |
As set out in Condition $5(e)$ | ||
| 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 Definitive Bearer Notes only upon an Exchange Event |
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| (ii) | New Global Note: | No |
| (i) | Instalment Amount(s): | Not Applicable | |
|---|---|---|---|
| (ii) | Instalment Date(s): | Not Applicable |
| 30. | Consolidation provisions: | Not Applicable | ||||
|---|---|---|---|---|---|---|
| 31. | Additional U.S. Federal Income Tax Not Applicable |
| 33. | (i) | syndicated, If Managers: |
names | of Not Applicable | |
|---|---|---|---|---|---|
| (ii) | Date of Subscription Agreement: | Not Applicable | |||
| (iii) | Stabilising Manager(s) (if any): | Not Applicable | |||
| 34. | If non-syndicated, name of Dealer: | Danske Bank 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 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: $By:$ ......... . . . . . . . . . . . . . . . . . . . . Duly authorised Jonas Westerberg Stefan Abrahamsson
$\alpha$
| (i) | Listing: | London |
|---|---|---|
| (ii) | Admission to trading: | Application has been made for the Notes to be admitted to trading on the EEA Regulated Market of the London Stock Exchange with effect from 15 November 2012. |
| (iii) | Estimate of total expenses related to Not Applicable admission to trading: |
|
| RATINGS |
Ratings:
$2.$
The Notes being issued under the Programme are generally rated:
Moody's: A2
Standard & Poor's: A+
Fitch: A+
Each of Moody's, Standard & Poor's and Fitch is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended).
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.
Not Applicable
Not Applicable
Not Applicable
Not Applicable
| (i) | ISIN Code: | Until the Notes are considered and form a single Series with the Original Notes, the Notes will have the following ISIN: XS0855265707. Thereafter the ISIN will be XS0850948075. |
|
|---|---|---|---|
| (ii) | Common Code: | Until the Notes are considered and form a single Series with the Original Notes, the Notes will have the following Common Code: 085526570. Thereafter the Common Code will be 085094807. |
|
| (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 Ltd (together with the address of each such clearing system) and the relevant identification number(s): |
Not Applicable | |
| (vii) | Settlement procedures: | Customary medium term note/ Eurobond 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 | |
| Swiss Domestic Notes only - ADDITIONAL INFORMATION |
Not Applicable
9.
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