Capital/Financing Update • Mar 20, 2013
Capital/Financing Update
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19 March 2013
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 prospectus 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 Brunkebergstorg 8, SE-105 34 Stockholm or on www.swedbank.se and copies may be obtained from the address above.
| 1. | Issuer: | Swedbank AB (publ) | |
|---|---|---|---|
| 2. | (i) | Series Number: | GMTN 215 |
| (ii) | Tranche Number: | 1 | |
| 3. | Specified Currency or Currencies: | Swedish Kroner ("SEK") | |
| 4. | Aggregate Nominal Amount: | ||
| (i) | Series: | SEK 650,000,000 | |
| (ii) | Tranche: | SEK 650,000,000 | |
| 5. | Issue Price: | 100.00 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: | 21 March 2013 |
| (ii) | Interest Commencement Date: | Issue Date | |
| 8. | Maturity Date: | Interest Payment Date falling in or nearest to March 2016 |
|
| 9. | Interest Basis: | 3-month STIBOR $+0.53$ per cent Floating Rate (further particulars specified below) |
| 10. | Redemption/Payment Basis: | Redemption at par | |||
|---|---|---|---|---|---|
| 11. | Payment Basis: | Change of Interest Basis or Redemption/ | Not Applicable | ||
| 12. | Put/Call Options: | Not Applicable | |||
| 13. | (i) | Status of the Notes: | Unsubordinated $-$ Condition 3(a) will apply | ||
| 14. | Method of distribution: | Non-syndicated | |||
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||||
| 15. | (Condition $4(a)$ ) | Fixed Rate Note Provisions: | Not Applicable | ||
| 16. | Floating Rate Note Provisions: | Applicable | |||
| (i) | Specified | Interest Payment Dates: | Period(s)/Specified | 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 shall be payable quarterly in arrears on 21 March, 21 June, 21 September and 21 December in each year, from and including 21 June 2013 to and including the Maturity Date (each a "Specified Interest Payment Date"), subject in each case to adjustment in accordance with the applicable Business Day Convention specified below. |
|||||
| (ii) | Business Day Convention: | Modified Following Business Day Convention | |||
| (iii) | Business Centre(s): | Stockholm | |||
| (iv) | Interest is/are to be determined: | Manner in which the Rate(s) of Screen Rate Determination | |||
| (v) | Paying Agent): | Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Principal |
Not Applicable | ||
| (vi) | Screen Rate Determination: | Applicable | |||
| Reference Rate: | 3-month STIBOR | ||||
| Interest $Date(s)$ : |
Determination | 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 | |||
|---|---|---|---|---|---|
| (viii) | $Margin(s)$ : | +0.53 per cent per annum | |||
| (ix) | Minimum Rate of Interest: | Not Applicable | |||
| (x) | Maximum Rate of Interest: | Not Applicable | |||
| (xi) | Day Count Fraction: | Actual/360, adjusted | |||
| (xii) | in the Conditions: | As set out in the Conditions | |||
| Not Applicable | |||||
| Not Applicable | |||||
| Not Applicable | |||||
| Not Applicable | |||||
| Not Applicable | |||||
| SEK 1,000,000 per Calculation Amount | |||||
| Early Redemption Amount(s) payable on As set out in Condition $5(e)$ 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 $5(e)$ : |
|||||
| Form of Notes: | |||||
| $\left( i\right)$ | 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 | |||
| 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 Zero Coupon Note Provisions: Index-Linked Interest Note/other variable- linked interest Note Provisions: Dual Currency Interest Note Provisions: PROVISIONS RELATING TO REDEMPTION Issuer Call: Investor Put: Final Redemption Amount: Early Redemption Amount: GENERAL PROVISIONS APPLICABLE TO THE NOTES |
Financial Centre(s) or other special Stockholm 25.
$\hat{\boldsymbol{\beta}}$
provisions relating to Payment Days:
| (i) | Instalment Amount(s): | Not Applicable | ||
|---|---|---|---|---|
| (ii) | Instalment Date(s): | Not Applicable | ||
| Redenomination, | reconventioning provisions: | renominalisation and | Not Applicable | |
| Consolidation provisions: | Not Applicable | |||
| Additional Considerations: |
U.S. | Federal | Income Tax | Not Applicable |
29.
30.
$31.$
| 33. | (i) | syndicated, If names Managers: |
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: | 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 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: $-100$ By: .. $\frac{1}{2}$ Jonas Westerberg Duly authorised
Stefan Abrahamsson
| (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 or about 21 March 2013 |
| (iii) | Estimate of total expenses related to GBP 2,700 admission to trading: |
|
Ratings:
The Notes to be issued have been rated:
Moody's: A2
$S\&P$ : A+
Fitch: $A+$
The above rating agencies are established in the European Union and are 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
| (i) | ISIN Code: | XS0906842132 |
|---|---|---|
| (ii) | Common Code: | 090684213 |
| (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) | 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 |
| Settlement procedures: |
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