Swedish Match — Capital/Financing Update 2012

Feb 28, 2012

FINAL TERMS

Dated as of 28 February 2011

SWEDISH MATCH AB (publ)

Issue of SEK 133,000,000 Fixed Rate Notes due 2016 under the $£1,250,000,000$ Global Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purpose of the Conditions (the Conditions) set forth in the Offering Circular dated 19 April 2010 which are incorporated by reference in the Offering Circular dated 7 October 2011 and are attached hereto. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive) and must be read in conjunction with the Offering Circular dated 7 October 2011 which constitutes a base prospectus for the purposes of the Prospectus Directive. 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 Offering Circular dated 7 October 2011. Copies of such Offering Circular are available for viewing at, and copies may be obtained from, the registered office of the Issuer and the specified office of the Paying Agent for the time being in London. In addition, copies of the Offering Circular will be available at the website of the Regulatory News Service operated by the London Stock Exchange.

1.	Issuer:		Swedish Match AB (publ)
2.	(i)	Series Number:	26
	(ii)	Tranche Number:	$\mathbf{1}$
3.		Specified Currency or Currencies:	Swedish Kronor ("SEK")
4.	Aggregate Nominal Amount:
		Tranche:	SEK 133,000,000
		Series:	SEK 133,000,000
5.		Issue Price of Tranche:	99.914 per cent. of the Aggregate Nominal Amount
6.	(a)	Specified Denominations:	SEK 1,000,000
	(b)	Calculation Amount:	SEK 1,000,000
7.	(i)	Issue Date:	28 February 2011
	(ii)	Interest Commencement Date:	Issue Date
8.		Maturity Date:	29 February 2016
9.	Interest Basis:		4.76 per cent. Fixed Rate
10.	Redemption/Payment Basis:		Redemption at par

11.	Change of Interest Basis or Redemption/Payment Basis:	Not Applicable ("N/A")
12.	Put/Call Options:	Investor Put, as set out in items 21 and 30 below
13.	Status of the Notes:	Senior
14.	Method of distribution:	Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.	Fixed Rate Note Provisions		Applicable
	(i)	Rate(s) of Interest:	4.76 per cent. per annum payable annually in arrear
	(ii)	Interest Payment Date(s):	28 February in each year up to and including the Maturity Date (long last Interest Period)
	(iii)	Fixed Coupon Amount(s):	SEK 47,600 per Calculation Amount
	(iv)	Broken Amount(s):	SEK 47,732.22 per Calculation Amount, payable on the Interest Payment Date falling on the Maturity Date
	(v)	Day Count Fraction:	30/360
	(vi)	Determination Date(s):	N/A
	(vii)	Other terms relating to the method of calculating interest for Fixed Rate Notes:	None
16.		Floating Rate Note Provisions	N/A
17.		Zero Coupon Note Provisions	N/A
18.		Index Linked Interest Note Provisions	N/A
19.		Dual Currency Interest Note Provisions	N/A
		PROVISIONS RELATING TO REDEMPTION
20.	Issuer Call		N/A
21.	Investor Put:		Applicable, as set out in item 30 below.
22.		Final Redemption Amount of each Note:	1,000,000 per Calculation Amount
23.		Early Redemption Amount of each Note payable on redemption for taxation reasons or	1,000,000 per Calculation Amount

on event of default and/or the method of calculating the same (if required or if different from that set out in Condition $8(e)$ :

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24.	Form of Notes:	Bearer Notes:
		Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes.
25.	Additional Financial Centre(s) or other special provisions relating to Payment Dates:	Stockholm
26.	Talons for future Coupons or Receipts to be attached to Definitive Bearer Notes (and dates on which such Talons mature):	No.
27.	Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:	N/A
28.	Details relating to Instalment Notes: Instalment Amount(s): Instalment Date(s):	N/A
29.	Redenomination applicable:	Redenomination not Applicable
30.	Other final terms:	For the purposes of this issue the Conditions . 1. . 11 . 1.

shall be deemed amended by the deletion of Condition 8(d) (Redemption at the option of the Noteholders (Investor Put)) and the substitution therefor of the following wording:

If at any time while any Note remains outstanding there occurs a Change of Control and, within the Change of Control Period, a Rating Downgrade occurs as a result of that Change of Control or as a result of a Potential Change of Control (a Put Event), the holder of each Note will have the option (the Put Option) (unless, prior to the giving of the Put Event Notice (as defined below), the Issuer gives notice of its intention to redeem the Notes under Condition $8(b)$ to require the Issuer to redeem or, at the Issuer's option, to procure the purchase of that Note on the Optional Redemption Date (as defined below) at its principal amount together with (or, where

purchased, together with an amount equal to accrued interest to but excluding the Optional Redemption Date.

A Change of Control shall be deemed to have occurred at each time (whether or not approved by the board of directors or senior management of the Issuer) that any person (Relevant Person) or persons acting in concert or any person or persons acting on behalf of any such person(s), at any time directly or indirectly acquires, (A) more than 50 per cent. of the issued ordinary share capital of the Issuer or (B) such number of the shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer, provided that a Change of Control shall not be deemed to have occurred if the shareholders of the Relevant Person are also, or immediately prior to the event which would otherwise constitute a Change of Control were, all of the shareholders of the Issuer.

Change of Control Period means:

• the period commencing on the date of $(a)$ the first public announcement of the relevant Change of Control and ending on the date which is 180 days thereafter (inclusive) provided that:
• a Rating Downgrade occurs $(i)$ during that period; and
• $(ii)$ such Rating Downgrade results from a Change of Control; or
• $(b)$ the period commencing 180 days prior to the date of the first public announcement of the relevant Change of Control and ending on the date of such announcement (inclusive) provided that:
• $(i)$ a Rating Downgrade occurs during that period; and
• $(ii)$ such Rating Downgrade results from a Potential Change of Control.

Investment Grade Rating means a rating of BBB- by S&P or their equivalent for the time

being, or better.

Potential Change of Control means any public announcement or statement by the Issuer or any actual or potential bidder relating to any potential Change of Control.

Rating Agency means Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) and their successor or any other rating agency of equivalent international standing requested from time to time by the Issuer.

A Rating Downgrade shall be deemed to have occurred as a result of a Change of Control or as a result of a Potential Change of Control if within the Change of Control Period the rating previously assigned to the Issuer by any Rating Agency is $(x)$ withdrawn or $(y)$ changed from an Investment Grade Rating to a non Investment Grade Rating (BB+ by S&P or their equivalent for the time being, or worse) or (z) (if the rating previously assigned to the Issuer by any Rating Agency was below an Investment Grade Rating) lowered one full rating category (for example, from BB+ to BB by S&P or such similar lower or equivalent rating), provided that a Rating Downgrade otherwise arising by virtue of a particular change in rating shall only be deemed to have occurred as a result of a particular Change of Control or Potential Change of Control, as the case may be, if in making the relevant change in rating referred to above, the relevant Rating Agency publicly announces or publicly confirms or confirms in writing to the Issuer that such change in rating resulted, in whole or in part, from the occurrence of the Change of Control or the Potential Change of Control, as the case may be.

Promptly upon the Issuer becoming aware that a Put Event has occurred, the Issuer shall give notice (a Put Event Notice) to the Noteholders in accordance with Condition 15 specifying the nature of the Put Event and the circumstances giving rise to it and the procedure for exercising the option contained in this Condition 8(d).

To exercise the option to require redemption or, as the case may be, purchase of a Note under this Condition 8(d) the holder of that

Note must, if the Note is in definitive form and held outside Euroclear and Clearstream. Luxembourg, deliver such Note, on any Payment Day (as defined in Condition 7) in the city of the specified office of the relevant Paying Agent falling within the period (the Put Period) of 45 days after a Put Event Notice is given, at the specified office of any Paying Agent, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (a Put Option Notice) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition 8(d). The Note should be delivered together with all Coupons appertaining thereto maturing after the date (the Optional Redemption Date) which is the seventh day after the last day of the Put Period, failing which an amount will be deducted from the payment to be made by the Issuer on redemption or, as the case may be, purchase of the Notes corresponding to the aggregate amount payable in respect of such missing Coupons.

If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption or, as the case may be, purchase of a Note under this Condition 8(d) the holder of the Note must, within the Put Period, give notice to the Principal Paying Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary for them to the Principal Paying Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time and, if this Note is represented by a Global Note, at the same time present or procure the presentation of the relevant Global Note to the Principal Paying Agent for notation accordingly.

The Paying Agent to which such Note and Put Option Notice are delivered will issue to the holder concerned a non-transferable receipt (a Put Option Receipt) in respect of the Note so

delivered or, in the case of a Global Note or Note in definitive form held through Euroclear $\alpha$ Clearstream, Luxembourg, notice so received. The Issuer shall redeem or at the option of the Issuer purchase (or procure the purchase of) the Notes in respect of which Put Option Receipts have been issued on the Optional Redemption Date, unless previously redeemed and purchased. Payment in respect of any Note so delivered will be made, if the holder duly specified a bank account in the Put Option Notice to which payment is to be made, on the Optional Redemption Date by transfer to that bank account and in every other case on or after the Optional Redemption Date, in each case against presentation and surrender or (as the case may be) endorsement of such Put Option Receipt at the specified office of any Paying Agent in accordance with the provisions of this Condition 8(d).

DISTRIBUTION

31.	If syndicated, names of Managers: (i)	N/A
32.	If non-syndicated, name of relevant Dealer: AB SEK Securities
33.	U.S. Selling Restrictions:	Reg. S Compliance Category: TEFRA D
34.	Additional selling restrictions:	N/A

RESPONSIBILITY

The Issuer accepts responsibility $f\circ f$ the information contained in these Final Terms.

Signed on behalf of Swedish Match AB By: .....! Duly authorised $\int$ er Anderberg PER MELKER

PART B-OTHER INFORMATION

$\mathbf{1}$ . LISTING AND ADMISSION TO TRADING

• $(i)$ Listing and Admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's Regulated Market and admission to the Official List of the UK Listing Authority with effect from 17 February 2012.
• $(ii)$ Estimate of total expenses related to GBP 300 admission to trading:

$2.$ RATINGS

Ratings:

$N/A$

$3.$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Dealers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.

REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL $\boldsymbol{4}$ . EXPENSES

(i)	Reasons for the offer	Se "Use of Proceeds" wording in the Prospectus
(ii)	Estimated net proceeds:	SEK 132,885,620
(iii)	Estimated total expenses:	N/A
YIELD		N/A

6. PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING

$N/A$

5.

7. PERFORMANCE OF RATE[S] OF EXCHANGE

$N/A$

8. OPERATIONAL INFORMATION

• $(i)$ ISIN Code: XS0596681964
• $(ii)$ Common Code: 059668196
• $(iii)$ Any clearing system(s) other than N/A

Euroclear Bank S.A./N.V. and Banking, Clearstream société anonyme and the relevant identification number(s):

Delivery: $(iv)$

Delivery against payment

$(v)$ Names and addresses of additional N/A Paying Agent(s) (if any):