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Swedbank A

Capital/Financing Update Jan 16, 2014

2978_rns_2014-01-16_8160624c-d16a-40bb-8166-fba16e597c0a.pdf

Capital/Financing Update

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IMPORTANT NOTICE

In accessing the attached final terms (the "Final Terms") you agree to be bound by the following terms and conditions.

The information contained in the Final Terms may be addressed to and/or targeted at persons who are residents of particular countries only as specified in the Final Terms and/or in the Base Prospectus (as defined in the Final Terms) and is not intended for use and should not be relied upon by any person outside those countries and/or to whom the offer contained in the Final Terms is not addressed. Prior to relying on the information contained in the Final Terms, you must ascertain from the Final Terms and/or the Base Prospectus whether or not you are an intended addressee of the information contained therein.

Neither the Final Terms nor the Base Prospectus constitutes an offer to sell or the solicitation of an offer to buy securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities law of any such jurisdiction.

The securities described in the Final Terms and the Base Prospectus have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold directly or indirectly within the United States or to, or for the account or benefit of, U.S. persons or to persons within the United States of America (as such terms are defined in Regulation S under the Securities Act ("Regulation S")). The securities described in the Final Terms will only be offered in offshore transactions to non-U.S. persons in reliance upon Regulation S.

14 January 2014

SWEDBANK AB (publ)

Issue of

SEK 300,000,000 Floating Rate Notes due July 2016

(to be consolidated and form a single series with the existing SEK 1,000,000,000 Floating Rate Notes due July 2016 issued on 4 July 2012 and SEK 500,000,000 Floating Rate Notes due July 2016 issued on 4 July 2012)

under the

U.S.\$40,000,000,000 Global Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Prospectus dated 15 May 2012 which are incorporated by reference in the Base Prospectus dated 15 May 2013 (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State) (the "Prospectus Directive") and must be read in conjunction with the Base Prospectus as supplemented by the supplement dated 16 July 2013 and by the supplement dated 22 October 2013 which together constitute a base prospectus for the purposes of the Prospectus Directive. Full information on Swedbank AB (publ) (the "Issuer") and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus and the supplements have been published on the website of the Central Bank of Ireland at http://www.centralbank.ie/regulation/securitiesmarkets/prospectus/Pages/approvedprospectus.aspx and on the website of the Irish Stock Exchange at www.ise.ie and copies may be obtained during normal business hours, free of charge, from the registered office of the Issuer at Brunkebergstorg 8, SE-105 34 Stockholm, Sweden and from the specified office of the Principal Paying Agent at Citibank, N.A., London Branch, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom.

J.

$\mathcal{L}$

1. Issuer: Swedbank AB (publ)
2. Series Number:
$\left( i\right)$
GMTN 198
(ii)
Tranche Number:
3 1
(iii)
Date on which the Notes will be
consolidated and form a single
Series:
The Notes will be consolidated and form a single
Series with the existing SEK 1,000,000,000 Floating
Rate Notes due July 2016 issued on 4 July 2012 and
the existing SEK 500,000,000 Floating Rate Notes due
July 2016 issued on 4 July 2012 on exchange of the
Temporary Global Note for interests in the Permanent
Global Note, as referred to in paragraph 22 below,
which is expected to occur on or about 25 February
2014.
3. Specified Currency or Currencies: Swedish Krona ("SEK")
4. Aggregate Nominal Amount:
(i)
Series:
SEK 1,800,000,000
Tranche:
(ii)
SEK 300,000,000
5. Issue Price: 103,177 per cent of the Aggregate Nominal Amount
included accrued interest from 4 January 2014.
6. (i)
Specified Denomination(s):
SEK 1,000,000
Calculation Amount:
$\left( \mathbf{ii}\right)$
SEK 1,000,000
7. $\langle \mathrm{(i)} \rangle$
Issue Date:
16 January 2014
(ii)
Interest
Commencement
Date:
4 January 2014
8. Maturity Date: Interest Payment Date falling in or nearest to July
2016
9. Interest Basis: 3-months STIBOR +1.55 per cent. Floating Rate
(further particulars specified below)
10 1 Redemption/Payment Basis: Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity Date at 100 per cent of their nominal amount
11.1 Change
оf
Interest
Basis
٥r
Redemption/ Payment Basis:
Not Applicable
12. Put/Call Options: Not Applicable

$(i)$ Status of the Notes: $13.$

Unsubordinated - Condition 3(a) will apply

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Note Provisions: Not Applicable
15. Reset Note Provisions Not Applicable
16. Floating Rate Note Provisions:
(Condition 4(c))
Applicable
(i) Specified
Period(s)/Specified
Interest Payment Dates:
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 will be payable quarterly in arrears on 4
January, 4 April, 4 July and 4 October each year, from
and including 4 April 2014, to and including the
Maturity Date (each a "Specified Interest Payment
Date") subject, in each case, to adjustment in
accordance with the Business Day Convention
specified below.
(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 Rate(s) of Interest and
Interest Amount(s) (if not the
Principal Paying Agent):
Not Applicable
(vi) Screen Rate Determination: Applicable
Reference Rate, Relevant Time
and Relevant Financial Centre:
3-months STIBOR
Relevant Time: As per Condition 4(c)(ii)
Relevant Financial Centre: Stockholm
Interest Determination Date(s). Second Stockholm business day prior to the start of
each Interest Period
Relevant Screen Page. Reuters Screen SIDE Page
(vii) ISDA Determination: Not Applicable
(viii) Margin(s): + 1.55 per cent per annum
(viii) $Margin(s)$ : + 1.55 per cent per annum
(ix) Minimum Rate of Interest: Not Applicable
(x) Maximum Rate of Interest: Not Applicable
(xi) Day Count Fraction: Actual/360

$17.$ Zero Coupon Note Provisions:

Not Applicable

PROVISIONS RELATING TO REDEMPTION

18. Issuer Call: Not Applicable
19. Investor Put: Not Applicable
20. Final Redemption Amount: SEK 1,000,000 per Calculation Amount
21. Early Redemption Amount:

Early Redemption Amount(s) payable SEK 1,000,000 per Calculation Amount on redemption for taxation reasons or on Event of Default:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

$22.$ 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.

(ii)
New Global Note:
No
23. Financial Centre(s): Stockholm
24. Talons for future Coupons to be No
attached to Definitive Notes:
25. Renminbi Currency Events: Not Applicable
Calculation Agent: Not Applicable
By Signed on hehalf of the Issuer; hanne
Duly authorisettefan Abrahamsson Marie Carlston

PART B - OTHER INFORMATION

LISTING AND ADMISSION TO TRADING $(i)$ Listing: Official List of the London Stock Exchange $(ii)$ Admission to trading: Application has been made for the Notes to be admitted to trading on the Main Securities Market of the London Stock Exchange with effect from 16 January 2014. $(iii)$ Estimate of total expenses related GBP 1.750 to admission to trading: RATINGS Ratings:

The Notes to be issued are expected to be assigned the following ratings:

S&P. A+ Moody's A1 Fitch: A+

Each such credit rating agency is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended).

$31$

4.

1.

$2.$

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

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. The dealer and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

OPERATIONAL INFORMATION

Clearstream

anonyme

$\langle 0 \rangle$ ISIN Code: XS0801097840
(ii) Temporary ISIN Code: XS1015973933
$\mathcal{I}(\mathbf{iii})$ Common Code: 080109784
(iv) Temporary Common Code: 101597393
$(V)$ . Cusip: Not Applicable
(v) CINS: Not Applicable
(vii) Any clearing system(s) other than
Euroclear
Bank SA/NV
and
Not Applicable

Banking

(together

address of each such clearing

société

the

with

system) and the relevant identification number(s):

  • $(viii)$ Delivery:
  • Names and addresses of additional $(ix)$ Transfer Agents and/or Paying Agent(s) (if any):
  • Intended to be held in a manner $(x)$ No. which would allow Eurosystem eligibility:

DISTRIBUTION

  • Method of distribution: $(i)$
  • $(ii)$ If syndicated, names of Managers:
  • $(iii)$ Date of Subscription Agreement:
  • $(iv)$ Stabilising Manager(s) (if any):
  • $(v)$ If non-syndicated, name of Dealer:
  • $(vi)$ Whether TEFRA D rules are applicable or TEFRA rules are not applicable:

THIRD PARTY INFORMATION

Not Applicable

Non-syndicated

Delivery against payment

Not Applicable

Not Applicable

Not Applicable

Swedbank AB (publ)

TEFRAD

$\overline{6}$ .

$\overline{5}$ .

Not Applicable

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