Capital/Financing Update • Feb 14, 2013
Capital/Financing Update
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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, 23 October 2012 and 30 January 2013 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 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: | 204 |
| (ii) | Tranche Number: | $\overline{2}$ | |
| (to be consolidated and form a single series with the existing €500,000,000 Floating Rate Notes due September 2017, issued on 20 September 2012.) |
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| 3. | Specified Currency or Currencies: | Euro (" $\mathcal{C}$ ") | |
| 4. | Aggregate Nominal Amount: | € 540,000,000 | |
| (i) | Series: | € 540,000,000 | |
| (ii) | Tranche: | €40,000,000 | |
| 5. | Issue Price: | 101,100 per cent of the Aggregate Nominal Amount | |
| 6. | (i) | Specified Denomination(s): | $€100,000$ and integral multiples of $€1,000$ in excess thereof up to and including $E199,000$ . No Notes in definitive form will be issued with a denomination above €199,000. |
| (ii) | Calculation Amount: | €1,000 | |
| 7. | (i) | Issue Date: | 15 February 2013 |
| (ii) | Interest Commencement Date: | 20 September 2012 | |||
|---|---|---|---|---|---|
| 8. | Maturity Date: | Interest Payment Date falling in or nearest to September 2017 |
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| 9. | Interest Basis: | Three months EURIBOR plus 0,88 per cent. Floating Rate |
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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. | Status of the Notes: (i) |
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 | ||
|---|---|---|---|---|
| (i) Specified Period(s)/Specified Interest Payment Dates: |
20 March, 20 June, 20 September and 20 December in each year, from, and including 20 December 2012 to, and including, 20 September 2017 in each case subject to adjustment in accordance with the Business Day Convention specified below. |
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| (ii) | Business Day Convention: | Modified Following Business Day Convention, adjusted |
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| (iii) | Business Centre(s): | Not Applicable | ||
| (iv) Manner in which the Rate(s) of Screen Rate Determination/ Interest is/are to be determined: |
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| (v) | Party responsible for calculating the Not Applicable Rate(s) of Interest and Interest Amount(s) (if not the Principal Paying Agent): |
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| (vi) Screen Rate Determination: |
Applicable | |||
| Reference Rate: | Three month EURIBOR | |||
| Interest Date(s): |
Determination | *The second day on which the TARGET2 System is open prior to the start of each Interest Period |
| Relevant Screen Page: | Reuters EURIBOR01 | |||
|---|---|---|---|---|
| (vii) | ISDA Determination: | Not Applicable | ||
| Margin(s): (viii) |
$+0,88$ 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 | ||
| (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: | $E$ 1,000 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)): |
$61,000$ per Calculation Amount |
| (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: | Yes |
| 25. | Financial Centre(s) or other special Not Applicable | |||||
|---|---|---|---|---|---|---|
| provisions relating to Payment Days: |
| (i) | Instalment Amount(s): | Not Applicable | ||
|---|---|---|---|---|
| (ii) | Instalment Date(s): | Not Applicable | ||
| 29. | Redenomination, renominalisation and Not Applicable reconventioning provisions: |
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| 30. | Consolidation provisions: | Not Applicable | ||
| 31. | Additional U.S. Federal Income Tax Not Applicable Considerations: |
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| 32. | Other final terms: | Not Applicable | ||
| DISTRIBUTION | ||||
| 33. | (i) | If syndicated, of names 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: Swedbank AB (publ) |
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| 35. | Whether TEFRA D rules are applicable TEFRAD or TEFRA rules are not applicable: |
Additional selling restrictions:
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).
Not Applicable
36.
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer: $By:$
Duly authorised
Kimmy Samuelsson
Stefan Abrahamsson
ä
| (i) | Listing: | London 회사 사회 선사 정단 시설 시설 시설 |
|---|---|---|
| (ii) | Admission to trading: | Application has been made for the Notes to be admitted to trading on the London Stock Exchange with effect from 15 February 2013. |
| (iii) | Estimate of total expenses related to Not Applicable admission to trading: |
Ratings:
The Notes to be issued have been rated 'A2' by Moody's Investors Service Ltd. (Moody's), 'A+' by Standard & Poor's Credit Market Services Europe Limited (S&P) and 'A+' by Fitch Ratings Ltd. (Fitch).
Each of Moody's, S&P 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 Managers, 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
$(i)$ ISIN Code: XS0831096960
| (ii) | Temporary ISIN Code: | XS0890587164 | ||
|---|---|---|---|---|
| (iii) | Common Code: | 083109696 | ||
| (iv) | Temporary Common Code | 089058716 | ||
| (v) | Cusip: | Not Applicable | ||
| (v i ) | CINS: | Not Applicable | ||
| (vii) | Swiss Security Number: | Not applicable | ||
| (viii) | 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 | ||
| (ix) | Settlement procedures: | medium settlement customary term note and payment procedures apply |
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| (x) | Delivery: | Delivery against payment | ||
| (x i ) | 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 | ||
| (xii) | Intended to be held in a manner which would allow Eurosystem |
Yes | ||
| eligibility: | Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria. |
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| ADDITIONAL INFORMATION | ||||
| Not Applicable |
9.
$\label{eq:2.1} \frac{1}{\sqrt{2}}\int_{0}^{\infty}\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^{2\alpha} \frac{1}{\sqrt{2\pi}}\int_{0}^{\infty}\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^{\alpha} \frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\int_{0}^{\infty}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}$
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