Swedish Match — Capital/Financing Update 2020

Feb 26, 2020

FINAL TERMS

PROHIBITION OF SALES TO EEA AND UK RETML INVESTORS — The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (IfA) or the United Kingdom (UK). for these purposes, ^a retail investor means ^a person who is one (or more) of: (i) ^a retail client as defined in point (11) of Articie 4(1) of Directive 2014/65/EU (as amended, MlFID II); (ii) ^a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as ^a professional client as defined in point (10) of Articie 4(1) of MifID II; or (iii) not ^a qualified investor as defined in Regulation (EU) 2017/1129 (the Prospectus Regulafion). Consequently no key information document required by Regulation (EU) No 1286/20 14 (as amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

MlfID II product governance / Professional investors and ECPs only target market — Solely for the purposes of each manufacturer's product approval process, the target market assessrnent in respec^t of the Notes has led to the conciusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. My person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturers' target market assessment; however, ^a distributor subject to MifID IIis responsible for undertaking its own target market assessment in respec^t of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

²⁴ February 2020

SWEDISH MATCH AB (PUBL)

Legal Entity Identifier (LEE): 529900YVXCGNWAUYZG78

Essue of €300,000,000 0.875 per cent. Notes due 2027 under the €2,000,000,000 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 30 October 2019 and the supplement to it dated 13 February 2020 (the Offering Circular) which togethet constitute ^a base prospectus for the purposes of the Prospectus Regulation. This document constitutes the Fina! Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with the Offering Circular in order to obtain all the relevant information. The Offering Circular has been published on the website of the Issuer (https://www. swedishmatch.com).

1.	Is su er :		Sw ed is h M ch A B (p ub !) at
2.	(i)	Se rie N be s um r:	49
	(ii )	ch be Tr N an e um r:	1
	(ii i)	D hi ch th N ill be at ot e on w e es w ol id ed d fo sin gl Se rie at co ns an rm a e s:	N A lic ab le ot pp
3.	Sp ifi ed ci C Cu ec ur re nc y or rr en es :		(€ ) eu ro

€300,000,000 €300,000,000 99.427 per cent. of the Aggregate Nominal Amount €100,000 and integral multiples of€1,000 in excess thereof up to and inciuding € 199,000. No Notes in definitive form will be issued with ^a denomination ahove €1 99,000 € 1,000 26 February 2020 Issue Date 26 February 2027 0.875 per cent. Fixed Rate (see paragraph 14 below) 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 amountNot Applicable Change of Control Put Issuer Call (see paragraphs 17 and 19 below) 13. Date Board approval for issuance of Notes Not Applicable obtained:4. Aggregate Nominal Amount: (i) Tranche: (ii) Series: 5. lssue Price of Tranche: 6. (i) Specified Denominations: (ii) Calculation Amount: 7. (i) tssue Date: (ii) Interest Commencement Date: 8. Maturity Date: 9. Interest Basis: 10. Redemption Basis: 11. Change of Interest Basis: 12. Put/CallOptions:

PROVISIONS RELATINGTO INTEREST (IF ANY) PAYABLE

14	fix ed R N Pr is io at ot e e ov ns :		A lic ah le pp
	(i)	of ln R e( s) at te st re :	0. 67 5 hl in ch nt pe r ce pe r an nu m pa ya e ar re ar on ea ln P D te st t at re ay m en e
	(ii )	e( s) In Pa D t at te st ym en : re	26 br in ch d in cl ud in th Fe to ua ry ea ye ar up an g e M ity D at at ur e
	(ii i)	Fi d C A (s ): nt xe ou po n m ou	\$.7 la tio € 5 C A at nt pe r cu n m ou
	(iv )	ke A (s ): B nt ro n m ou	A lic ab le N ot pp
	(v )	Co tio D Fr t ay un ac n:	A l/A l (IC A ) M ct ct ua ua
	(v i)	D in io D e( s) et at at er m n :	26 br in ch Fe ua ry ea ye ar
15	Fl tin oa g	R N Pr is io at ot e e ov ns :	lic ab le N A ot pp

16	Ze C N Pr is io ot ro ou po n e ov ns :		N A lic ab le ot pp
PR O V IS IO N S R E L A T IN G T O R E D E M PT IO N
17	Is Ca ti: su er		A lic ab le pp
	(i)	O io l R ed io D e( s) pt pt at na em n :	A Pa D (a de fin ed in C di tio 6( f) ) t ny ym en ay s on n fr d in ci ud in 26 N be 20 26 bu to t om an g ov em r cl ud in th ity M D at at ex g e ur e
	(ii )	O io l R ed io A pt pt nt na em n m ou :	€I OO C ai la tio A M nt pe r cu n m ou
	(ii i)	If de ab le in rt re em pa :	N A lic ab ot te pp
18	In Pu sto t: ve r		N A lic ab ot te pp
19	Ch of C l Pu tro t: an ge on		A lic ab le pp
20	Fi l R ed io A pt nt na em n m ou :		€ 1,0 00 ai la tio C A nt pe r cu n m ou
21	Ea rly R de pt re m de fa ut t:	ed io A of ch N bl pt nt ot em n m ou ea e pa ya e on io fo tio of ta t n r xa n re as on s or on ev en	1,0 00 € C ai la tio A nt pe r cu n m ou

GENERAL PROVISIONS APPLICABLE TO THE NOTIS

1. Form of Notes:

Bearer Notes

Temporary Bearer Global Note exchangeable for ^a Permanent Bearer Global Note which is exchangeabte for definitive Bearer Notes only upon an Exchange Event.

Notes shati not be physically delivered in Belgium, excep^t to ^a clearing system, ^a depository or other institution for the purpose of their immobilisation in accordance with articie 4 of the Belgian Law of 14 December 2005.

1. Additional Financial Centre(s):

Not Applicable

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

Signed on

Duly ^a

Marie-Louise Heiman

PART B-OTHER INFORMATION

LISTINGAND ADMISSION TO TRADING

(i) Listing and Admission to trading: Application has been made by the Issuer (or on its behaif) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and listing on the Official List of the FCA with effect from26 February 2020.

(ii) Estimate of total expenses retated to admission to £4,725 trading:

2.RÄTCNGS

Ratings: The Notes to be issued are expected to be rated:

Moody's Investors Service Ltd (Moody's): Baa2

S&PGlobal Ratings Europe Limited (S&P): BBB

Each of Moody's and S&P is established in the United Kingdom and the European Union, respectively, and is registered under Regulation (EC) No. 1060/2009(as amended).

Moody's. in its January 2020 puhlication "Rating Symbols and Definitions", described ^a credit rating of Baa2 in the following terms "Obligations rated Baa are judged to be medium-grade and suhject to moderate credit risk and as such may possess certain speculative characteristics. Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates ^a ranking in the lower end of that generic rating category"

S&P, in its 18 September 2019 publication entitled "S&P Glohal Ratings Definitions", descrihed ^a credit rating of "BBB" in the following terms: "An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor's capacity to meet its financial commitmentson the obligation."

3. INTERESTS OF NATURAL ANDLEGAL PERSONS INVOLVED IN THE ISSUE

Save for the fees payable to Danske Bank A/S, Deutsche Bank AG, London Branch and Skandinaviska Enskilda Banken AB (pubi) (the Managers), so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material tothe offer. The Managers and their affihiates 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 affitiates in the ordinary course of business.

1. YJELD

Indication of ^yield: 0.960 per cent, per annum

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

5. REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS

• (i) Reasons for the offer: See "Use of Proceeds" in the Offering Circular
• (ii) Estimated net proceeds: €297.531,000

6. OPER&TIONAL INFORMATION

• (i) ISIN: XS2125123039
• (ii) Common Code: 212512303
• (iii) CFI: DIFXFB, as updated, as set out on the website of the
• (iv) FISN: SWEDISH MATCH AL875EMTN 20270226, as updated, as set out on the website of the Association of National Numbering Agencies (ANNA) or altematively sourced from the responsible National Numbering Agency that assigned the ISIN

assigned the ISIN

Association of Nationat Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that

(v) Any clearing system(s) other than DTC, Not Applicable Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant

identification number(s):

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

(vii) Registrar: Not Applicable

7. DISTRIBUTION

• (i) U.S. Selling Restrictions: Reg. 5 Compliance Category 2; TEFRA ^D (ii) Prohibition of Sales to EEA and UK Appticable Retail Investors:
• (iii) Prohibition of Sales to Belgian Applicable Consumers: