Swedish Match — Capital/Financing Update 2018

Feb 26, 2018

23 February 2018

SWEDISH MATCH AB (PUBL)

Issue of SEK 200,000,000 Floating Rate Notes due February 2023 under the €1,500,000,000 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 21 September 2017 (the Offering Circular) which constitute a base prospectus for the purposes of 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 a regulatory information service (www.londonstockexchange.com/exchange/news/market-news/ market-news-home.html).

1. Issuer: Swedish Match AB (publ)
2. (i) Series Number: 44
   (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: Swedish Kronor ("SEK")
4. Aggregate Nominal Amount:
   (i) Tranche: SEK 200,000,000
   (ii) Series: SEK 200,000,000
5. Issue Price of Tranche: 100.00 per cent. of the Aggregate Nominal Amount
6. (i) Specified Denominations: SEK 1,000,000
   (ii) Calculation Amount: SEK 1,000,000
7. (i) Issue Date: 27 February 2018
   (ii) Interest Commencement Date: Issue Date
8. Maturity Date: Interest Payment Date falling in or nearest to February 2023
9. Interest Basis: 3 month STIBOR +1.00 per cent. Floating Rate (see paragraph 15 below)
10. Redemption Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the

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Maturity Date at 100 per cent. of their nominal amount

1. Change of Interest Basis: Not Applicable
2. Put/Call Options: Not Applicable
3. Date Board approval for issuance of Notes obtained: Not Applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Note Provisions: Not Applicable
2. Floating Rate Note Provisions: 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 is payable in arrears on 27 February, 27 May, 27 August and 27 November in each year commencing on 27 May 2018 up to and including the Maturity Date subject to adjustment in accordance with the Business Day Convention set out in (ii) below

(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): Not Applicable
(vi) Screen Rate Determination:
- Reference Rate and Relevant Financial Centre: Reference Rate 3 month STIBOR
- Interest Determination Date(s): Second day (other than a Saturday or a Sunday) on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in Stockholm prior to the start of each Interest Period
- Relevant Screen Page: Reuters page “SIDE”
(vii) ISDA Determination: Not Applicable

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• Floating Rate Option: Not Applicable
• Designated Maturity: Not Applicable
• Reset Date: Not Applicable

(viii) Linear Interpolation: Not Applicable
(ix) Margin(s) + 1.00 per cent. per annum
(x) Minimum Rate of Interest 0 per cent.
(xi) Maximum Rate of Interest Not Applicable
(xii) Day Count Fraction Actual/360

1. Zero Coupon Note Provisions Not Applicable

PROVISIONS RELATING TO REDEMPTION

1. Issuer Call Not Applicable
2. Investor Put Not Applicable
3. Change of Control Put Applicable
4. Final Redemption Amount SEK 1,000,000 per Calculation Amount
5. Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default: SEK 1,000,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes Bearer Notes
   Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Bearer Note which is exchangeable for definitive Bearer Notes only upon an Exchange Event.

2. Additional Financial Centre(s) Stockholm

3. Talons for future Coupons to be attached to No Definitive Bearer Notes:

Signed on behalf of Swedish Match AB (publ):

By:
Duly authorised
Per Anderders
Marlene Forsell

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PART B – OTHER INFORMATION

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 listing on the Official List of the UK Listing Authority with effect from the Issue Date.

(ii) Estimate of total expenses related to admission to trading:
GBP 300

2. RATINGS

Ratings
The following ratings reflects ratings assigned to Notes of this type issued under the Programme generally:

Moody’s Investors Service Ltd: Baa2

Standard & Poor’s Credit Market Services Europe Limited: BBB

Each of Moody’s Investors Service Ltd and Standard & Poor’s Credit Market Services Europe Limited is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended).

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

Save for any fees payable to Nordea Bank 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.

4. YIELD

Indication of yield:
Not Applicable

5. OPERATIONAL INFORMATION

(i) ISIN:
XS1782938424

(ii) Common Code:
178293842

(iii) Any clearing system(s) other than DTC, Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s):
Not Applicable

(iv) Names and addresses of additional Paying Agent(s) (if any):
Not Applicable

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(v) Registrar:
Not Applicable

6. DISTRIBUTION

(i) U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D

(ii) Prohibition of Sales to EEA Retail Investors:
Not Applicable

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