Capital/Financing Update • Jan 16, 2014
Capital/Financing Update
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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
Issue of
(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
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 |
Unsubordinated - Condition 3(a) will apply
| 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:
| 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:
$(i)$ Form:
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 |
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).
4.
1.
$2.$
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.
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):
THIRD PARTY INFORMATION
Not Applicable
Non-syndicated
Delivery against payment
Not Applicable
Not Applicable
Not Applicable
Swedbank AB (publ)
TEFRAD
$\overline{5}$ .
Not Applicable
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