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Swedish Match

Capital/Financing Update Jul 28, 2023

2979_rns_2023-07-28_a8b17f18-1878-4ebf-8a13-4071f6eea349.pdf

Capital/Financing Update

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AMENDED AND RESTATED FINAL TERMS DATED 28 JULY 2023

These amended and restated Final Terms dated 28 July 2023 amend and restate the Final Terms of the Notes with the Series Number 39 and ISIN: XS1400621030, under which the Notes described herein were originally issued, and record the final terms of those Notes (as amended by a supplemental agency agreement dated 28 July 2023 (the Supplemental Agency Agreement) made between Swedish Match AB (publ) and the agents referred to therein). These amended and restated Final Terms shall become effective on and from 28 July 2023.

MiFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

UK MiFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

SWEDISH MATCH AB (publ)

Issue of SEK 250,000,000 Floating Rate Notes due October 2022 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 11 September 2015 (the Offering Circular) which constitutes 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 and the Supplemental Agency Agreement. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms, the Offering Circular and the Supplemental Agency Agreement. 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: 39
(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 Krona ("SEK")
4. Aggregate Nominal Amount:
(i) Tranche: SEK 250,000,000
(ii) Series: SEK 250,000,000
5. Issue Price of Tranche: 100 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: 19 October, 2017
(ii) Interest Commencement Date: Issue Date
8. Maturity Date: Interest Payment Date falling in or nearest to
19 October 2023
9. Interest Basis: 3 months STIBOR + 1.90 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 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 19 below)
13. Date Board approval for issuance of
Notes obtained:
Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions Not Applicable
15. Floating Rate Note Provisions Applicable
(i) Specified Period(s)/Specified Interest will be payable quarterly in arrears

Interest Payment Dates:: on 19 January, 19 April, 19 July and 19 October, each year, commencing on 19 January 2018 up to and including the Maturity Date, subject in each case 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: Applicable
Reference Rate
and
Reference Rate: 3month STIBOR
Relevant Financial Centre: Relevant Financial Centre: Stockholm
Interest
Date(s)
Determination The second Stockholm Business Day prior to
the start of each Interest Period
Relevant Screen Page: Reuters Screen SIDE Page under the caption
"FIXING"
(vii) ISDA Determination:
Linear Interpolation:
Margin(s)
Minimum Rate of Interest
Not Applicable
(viii) Not Applicable
(ix) +1.90 per cent. per annum
(x) 0.00 per cent. per annum (i.e the Margin)
(xi) Maximum Rate of Interest Not Applicable
(xii) Day Count Fraction Actual/360
16. Zero Coupon Note Provisions Not Applicable

PROVISIONS RELATING TO REDEMPTION

17. Issuer Call Not Applicable
18. Investor Put Not Applicable
19. Change of Control Put Applicable
20. Final Redemption Amount SEK 1,000,000 per Calculation Amount
21. 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

22. 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.
23. Additional Financial Centre(s) Stockholm
    1. Talons for future Coupons to be attached to Definitive Bearer Notes:
    1. Other final terms or special conditions: Until the expiry of the period of 40 calendar

Yes, as the Notes have more than 27 coupon payments, Talons may be required if, on exchange into definitive form, more than 27 coupon payments are still to be made

days after the date of these amended and restated Final Terms, sales of the Notes described herein may not be made in the United States or to U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended (the Securities Act)) unless made outside the United States pursuant to Rule 903 and 904 of Regulation S under the Securities Act.

Signed on behalf of Swedish Match AB (publ):

By:

Duly authorised

PART B - OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing and Admission to trading: Not Applicable
(ii) Estimate of total expenses related to
admission to trading:
Not Applicable
2. RATINGS
Ratings The following rating reflect ratings assigned
to Notes of this type issued under the
Programme generally
Standard & Poor's Credit Market Services
Europe Limited: BBB
Standard & Poor's Credit Market Services
Europe
Limited
is
established
in
the
European Union and is registered under
Regulation
(EC)
No.
1060/2009
(as

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

Save for any fees payable to AB Svensk Exportkredit (publ), 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 (Fixed Rate Notes only)

Indication of yield: Not Applicable

amended).

5. OPERATIONAL INFORMATION

(i) ISIN: XS1400621030
(ii) Common Code: 140062103
(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
(v) Registrar: Not Applicable
6. DISTRIBUTION
U.S. Selling Restrictions: TEFRA D

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