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Swedish Match Capital/Financing Update 2013

May 15, 2013

2979_rns_2013-05-15_9bc24f47-d283-4882-a176-0f847c5d1e99.pdf

Capital/Financing Update

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SWEDISH MATCH AB (publ)

Issue of SEK 200,000,000 Floating Rate Notes due 15 February 2019 under the $61,500,000,000$ 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 set forth in the Offering Circular dated 7 November 2012 (the Offering Circular) which constitutes a base prospectus for the purposes 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 of the European Economic Area) (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 Offering Circular. 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. The Offering Circular has been published on the website of the London Stock Exchange through regulatory information service $\overline{a}$ (www.londonstockexchange.com/exchange/news/market-news/market-news-home.html).

1. Issuer: Swedish Match AB (publ)
2. (i) Series Number: 33
(ii) Tranche Number: $\mathbf{1}$
(iii) Date on which the Notes will be
consolidated and form a single Series:
Not Applicable
3. Specified Currency or Currencies: Swedish krona ("SEK")
4. Aggregate Nominal Amount: SEK 200,000,000
Tranche: SEK 200,000,000
Series: SEK 200,000,000
5. Issue Price of Tranche: 100.00 per cent. of the Aggregate Nominal
Amount
6. (a) Specified Denominations: SEK 1,000,000 and integral multiples of SEK
100,000 in excess thereof up to and including
SEK 1,900,000. No Notes in definitive form
will be issued with a denomination above SEK
1,900,000.
(b) Calculation Amount: SEK 100,000
7. (i) Issue Date: 15 May 2013
(ii) Interest Commencement Date: Issue Date
8. Maturity Date: Interest Payment Date falling in or nearest to
February 2019
9. Interest Basis: 3-month STIBOR $+$ 1.65 per cent. Floating
Rate
(see paragraph 14 below)
10. Redemption 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. Change of Interest Basis: Not Applicable
12. Put/Call Options: Change of Control Put
(see paragraph 18 below)

$\overline{\omega}$

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13. Fixed Rate Note Provisions Not Applicable
14. Floating Rate Note Provisions Applicable
(i) Specified Period(s)/Specified Interest
Payment Dates:
Date.
15 February, 15 May, 15 August and 15
November in each year commencing on 15
August 2013 up to and including the Maturity
(ii) Business Day Convention: Modified Following Business Day Convention
(iii) Additional Business Centre(s): Stockholm
(iv) Manner in which the Rate of Interest and
Interest Amount is to be determined:
Screen Rate Determination
(v) Party responsible for calculating the Rate
of Interest and Interest Amount (if not
the Principal Paying Agent):
Principal Paying Agent
(vi) Screen Rate Determination:
Reference Rate and Relevant
Financial Centre:
Reference Rate: 3-month STIBOR
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): + 1.65 per cent. per annum
(ix) Minimum Rate of Interest: Not Applicable
(x) Maximum Rate of Interest: Not Applicable
(xi) Day Count Fraction: Actual/360
15. Zero Coupon Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
16. Issuer Call Not Applicable
17. Investor Put: Not Applicable
18. Change of Control Put: Applicable
19. Final Redemption Amount: SEK 100,000 per Calculation Amount
20. default: Early Redemption Amount of each Note payable
on redemption for taxation reasons or on event of
SEK 100,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

$21.$ Form of Notes: Bearer Notes:

Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event.

    1. Additional Financial Centre(s):
  • $23.$ Talons for future Coupons to be attached to Definitive Bearer Notes:

Stockholm

$\overline{N_0}$

Signed on behalf of Swedish Match/AB/(p By: .................................... Rer Anderberg/ PER MELKER

PART B - OTHER INFORMATION

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

(i) Listing and Admission to trading: Application for admission to the official list and for
admission to trading has been made to: The UK
Listing Authority and the London Stock Exchange
Date from which admission effective: on or about
the Issue Date
(ii) Estimate of total expenses related to
admission to trading:
GBP 300
RATINGS
Ratings: The Notes to be issued are expected to be rated:

Standard & Poor's Credit Market Services France SAS: BBB

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

Save for any fees payable to Nordea Bank Danmark A/S (the Dealer), so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer and their 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.

$4.$ YIELD

6.

$2.$

Indication of yield:

Not Applicable

5. OPERATIONAL INFORMATION

(i) ISIN Code: XS0931685779
(ii) Common Code: 093168577
(iii) Any clearing system(s) other than
DTC, Euroclear Bank S.A./N.V. and
Clearstream Banking, société anonyme
the
identification
and
relevant
$number(s)$ :
Not Applicable
(iv) Names and addresses of additional
Paying Agent(s) (if any):
Not Applicable
(v) Registrar: Not Applicable
DISTRIBUTION
U.S. Selling Restrictions: Reg. S Compliance (

Reg. S Compliance Category 2; TEFRA D