Swedish Match — Capital/Financing Update 2013

Jun 3, 2013

FINAL TERMS

29 May 2013

SWEDISH MATCH AB (publ)

Issue of USD 50,000,000 4.00 per cent. Fixed Rate Notes due 31 May 2028 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 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 $\mathbf{a}$ (www.londonstockexchange.com/exchange/news/marketnews/market-news-home.html).

1.	Issuer:		Swedish Match AB (publ)
2.	(i)	Series Number:	34
	(ii)	Tranche Number:	1
	(iii)	Date on which the Notes will be consolidated and form a single series:	Not Applicable
3.		Specified Currency or Currencies:	United States dollar ("USD")
4.		Aggregate Nominal Amount:
		Tranche:	USD 50,000,000
		Series:	USD 50,000,000
5.		Issue Price of Tranche:	97.268 per cent. of the Aggregate Nominal Amount
6.	(a)	Specified Denominations:	USD 200,000 and integral multiples of USD 1,000 in excess thereof up to and including USD 399,000. No Notes in definitive form will be issued with a denomination above USD 399,000.
	(b)	Calculation Amount:	USD 1,000
7.	(i)	Issue Date:	31 May 2013

	(ii) Interest Commencement Date:	Issue Date
8.	Maturity Date:	31 May 2028
9.	Interest Basis:	4.00 per cent. Fixed Rate (see paragraph 13 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 or Redemption/Payment Basis:	Not Applicable
12.	Put/Call Options:	Change of Control Put (see paragraph 18 below)

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

on event of default:

13.	Fixed Rate Note Provisions		Applicable
	(i)	Rate(s) of Interest:	4.00 per cent. per annum payable annually in arrear on each Interest Payment Date
	(ii)	Interest Payment Date(s):	31 May in each year, from 31 May 2014 up to and including the Maturity Date.
	(iii)	Fixed Coupon Amount(s):	USD 40.00 per Calculation Amount
	(iv)	Broken Amount(s):	Not Applicable
	(v)	Day Count Fraction:	30/360
	(vi)	Determination Date(s):	Not Applicable
14.		Floating Rate Note Provisions	Not Applicable
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 of each Note:		USD 1,000 per Calculation Amount
20.	Early Redemption Amount of each Note payable on redemption for taxation reasons or		USD 1,000 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.
22.	Additional Financial Centre(s) or other special provisions relating to Payment Dates:	London, New York and TARGET2
23.	Talons for future Coupons or Receipts to be attached to Definitive Bearer Notes:	No.

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange's Regulated Market and admission to the Official List of the UK Listing Authority of the Notes described herein pursuant to the £1,250,000,000 Global Medium Term Note Programme of Swedish Match AB (publ).

RESPONSIBILITY

The Issuer accepts responsibility $\hat{f}_{\text{V}}$ the information contained in these Final Terms.

Signed on behalf of Swedish March AB (bubl): By: $\frac{1}{4}$ Duly authorised Per Anderberg/ PER MELKER

PART B - OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

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 (UKLA) and the regulated exchange of the London Stock Exchange. Date from which admission effective: on or about the Issue Date. $(ii)$ Estimate of total expenses related to GBP 1,750

RATINGS $2.$

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 Skandinaviska Enskilda Banken AB (publ) (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 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.

1. YIELD (Fixed Rate Notes Only)

Indication of yield:

4.00 per cent. per annum

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

OPERATIONAL INFORMATION 5.

(i)	ISIN Code:	XS0939505003

• $(ii)$ Common Code: 093950500
• $(iii)$ Any clearing system(s) other than Not Applicable Euroclear Bank $S.A.N.V.$ and Clearstream Banking, société anonyme and the relevant identification $number(s)$ :
• $(iv)$ Names and addresses of additional Not Applicable Paying Agent(s) (if any):

$(v)$ Registrar: Not Applicable