Obligation Volvo Treasure 4.125% ( XS0747337516 ) en EUR

Volvo Treasure

100 % ▼

Suede

XS0747337516 ( en EUR )

4.125% par an ( paiement annuel )

17/02/2020 - Obligation échue

Prospectus brochure de l'obligation Volvo Treasury XS0747337516 en EUR 4.125%, échue

100 000 EUR

100 000 000 EUR

Volvo Treasury est responsable de la gestion centralisée de la liquidité, du financement et des risques financiers du groupe à l'échelle mondiale.

L'obligation Volvo Treasury (XS0747337516), émise en Suède en euros pour un montant total de 100 000 000 EUR, avec un taux d'intérêt de 4,125%, une taille minimale d'achat de 100 000 EUR et une maturité le 17/02/2020, a été remboursée à son échéance à 100% de sa valeur nominale.

PROSPECTUS

Volvo Treasury AB (publ)
(Incorporated with limited liability under the laws of Sweden)
under the guarantee of
AB Volvo (publ)
(Incorporated with limited liability under the laws of Sweden)
U.S.$20,000,000,000
Euro Medium Term Note Programme

Under the U.S.$20,000,000,000 Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the
"Prospectus"), Volvo Treasury AB (publ) (the "Issuer") may from time to time issue notes (the "Notes") denominated in any currency
agreed between the Issuer and the relevant Dealer(s) (as defined below).
The payments of all amounts payable in respect of all Notes issued by the Issuer will be unconditionally and irrevocably guaranteed
by AB Volvo (publ) (the "Parent" or "AB Volvo").
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed
U.S.$20,000,000,000 (or its equivalent in other currencies calculated as described herein) subject to increase as provided herein. A
description of the restrictions applicable at the date of this Prospectus relating to the maturity and denomination of certain Notes is set
out in "General Description of the Programme" below.
The Notes will be issued on a continuing basis to one or more of the dealers set out below and any additional dealer appointed under
the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together
the "Dealers"). References in this Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be)
subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors" below.
This Prospectus (together with any supplements thereto) constitutes a base prospectus for the purposes of Article 8 of Regulation (EU)
2017/1129 (the "EU Prospectus Regulation") for the purpose of giving information with regard to the issue of Notes under the
Programme described in this Prospectus and is valid for a period of twelve (12) months from the date of approval, until 2 May 2025.
The obligation to supplement a prospectus in the event of significant new factors, material mistakes or material inaccuracies does not
apply when a prospectus is no longer valid.
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") as competent authority
under the EU Prospectus Regulation and the Luxembourg Law dated 16 July 2019 relating to prospectuses for securities, as may be
amended from time to time. The CSSF has only approved the Prospectus as meeting the standards of completeness, comprehensibility
and consistency imposed by the EU Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer
or the Parent nor as an endorsement of the quality of any Notes that are the subject of this Prospectus. The CSSF gives no undertaking
as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer or the Parent. Investors should
make their own assessment as to the suitability of investing in such Notes. Application has been made for such Notes to be admitted
during the period of 12 months from the date hereof to listing on the official list ("Official List") and to trading on the regulated
market of the Luxembourg Stock Exchange. The regulated market of the Luxembourg Stock Exchange is a regulated market for the
purposes of Directive 2014/65/EU on markets in financial instruments (as amended, "EU MiFID II"). Notice of the aggregate nominal
amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable
to each Tranche (as defined in "Terms and Conditions of the Notes" below) of Notes will be set forth in a final terms document (the
"Final Terms") which, with respect to Notes to be listed on the Official List of the Luxembourg Stock Exchange, will be filed with
the CSSF.
In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area ("EEA") or
offered to the public in a Member State of the EEA in circumstances which would otherwise require the publication of a prospectus
under the EU Prospectus Regulation, the minimum Specified Denomination shall be 100,000 (or its equivalent in any other currency
as at the date of issue of the relevant Notes) or more.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s)
or market(s) as may be agreed between the Issuer and the relevant Dealer(s). The Issuer may also issue unlisted Notes and/or Notes
not admitted to trading on any market.
The Notes of each Tranche will be in bearer form and will initially be represented by a temporary global Note which will (i) if the
global Notes are intended to be issued in new global note ("NGN") form, as specified in the applicable Final Terms, be delivered on
or prior to the original issue date of the Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking S.A. ("Clearstream"); and (ii) if the global Notes are not intended to be issued in NGN form,
be delivered on or prior to the original issue date of the Tranche to a common depositary (the "Common Depositary") for Euroclear
and Clearstream. The temporary global Note will be exchangeable, as specified in the applicable Final Terms, for either a permanent
global Note or Notes in definitive form, in each case upon certification as to non-U.S. beneficial ownership as required by U.S.
Treasury regulations. A permanent global Note will be exchangeable, unless otherwise specified in the applicable Final Terms, for
definitive Notes only upon the occurrence of an Exchange Event, all as further described in "Form of the Notes" below.
The Issuer is unrated. As of the date of this Prospectus, the Parent's long-term debt is rated A2, stable by Moody's Investors Service
(Nordics) AB ("Moody's") and A, stable by S&P Global Ratings Europe Limited ("S&P"). As at the date of this Prospectus, Moody's
and S&P are credit rating agencies established in the European Union registered under Regulation (EC) No. 1060/2009 (as amended)
(the "EU CRA Regulation") and included in the list of credit rating agencies published by the European Securities and Markets
Authority ("ESMA") published on its website (https://www.esma.europa.eu/credit-rating-agencies/cra-authorisation). Notes issued
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under the Programme may be rated or unrated. Where a Tranche of Notes is rated, its rating will be specified in the applicable Final
Terms along with confirmation of whether or not such rating (1) will be issued or endorsed by a credit rating agency established in
the EEA and registered under the EU CRA Regulation and included in the list of registered and certified rating agencies published by
the ESMA on its website and/or (2) endorsed by a credit rating agency established under Regulation (EC) No. 1060/2009 as it forms
part of domestic law of the United Kingdom ("UK") ("UK domestic law") by virtue of the European Union (Withdrawal) Act 2018
(the "UK CRA Regulation") or certified under the UK CRA Regulation. As of the date of this Prospectus, Moody's and S&P are
credit rating agencies established in the European Union and registered under the EU CRA Regulation. They appear on the list of
registered and certified rating agencies published by ESMA. A security rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, reduction or withdrawal at any time by the assigning credit rating agency.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"),
and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the
United States or to, or for the account or benefit of, U.S. persons (see "Subscription and Sale" below).

Arranger
Citigroup

Dealers

BNP PARIBAS
BofA Securities
Citigroup
Crédit Agricole CIB
Danske Bank
Deutsche Bank
DNB Markets
HSBC
Svenska Handelsbanken
ING
J.P. Morgan
Mizuho
NatWest Markets
Nordea
SEB
Société Générale
Corporate & Investment Banking
Swedbank
UniCredit

The date of this Prospectus is 2 May 2024.

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CONTENTS

Page
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................... 4
RISK FACTORS ........................................................................................................................................ 10
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 29
FORM OF THE NOTES ............................................................................................................................ 34
FORM OF FINAL TERMS ........................................................................................................................ 36
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 48
USE OF PROCEEDS ................................................................................................................................. 86
DESCRIPTION OF THE ISSUER............................................................................................................. 88
DESCRIPTION OF THE PARENT ........................................................................................................... 90
TAXATION ............................................................................................................................................... 95
SUBSCRIPTION AND SALE ................................................................................................................... 98
GENERAL INFORMATION .................................................................................................................. 102

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GENERAL DESCRIPTION OF THE PROGRAMME
The following constitutes a general description of the Programme for the purposes of Article 25(1) of
the Commission Delegated Regulation 2019/980 (the "Delegated Regulation"). It does not purport to be
complete and is taken from, and is qualified in its entirety by, the remainder of this Prospectus and, in
relation to the terms and conditions of any particular Tranche of Notes, the applicable Final Terms. The
Issuer and any relevant Dealer may agree that Notes shall be issued in a form other than that
contemplated in the Terms and Conditions of the Notes, in which event, in the case of listed Notes only
and if appropriate, a supplement to this Prospectus or a new Prospectus will be published.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" below
shall have the same meanings in this General Description.
Issuer:
Volvo Treasury AB (publ)
Issuer Legal Entity Identifier (LEI):
549300PD69T87IGZG395
Guarantor:
AB Volvo (publ)
Guarantor Legal Entity Identifier (LEI):
549300HGV012CNC8JD22
Description:
Euro Medium Term Note Programme
Arranger:
Citigroup Global Markets Europe AG
Dealers:
BNP Paribas

BofA Securities Europe SA

Citigroup Global Markets Europe AG

Crédit Agricole Corporate and Investment Bank

Danske Bank A/S

Deutsche Bank Aktiengesellschaft

DNB Bank ASA, Sweden Branch

HSBC Continental Europe

ING Bank N.V.

J.P. Morgan SE

Mizuho Securities Europe GmbH

NatWest Markets N.V.

Nordea Bank Abp

Skandinaviska Enskilda Banken AB (publ)

Société Générale

Svenska Handelsbanken AB (publ)

Swedbank AB (publ)

UniCredit Bank GmbH
Certain Restrictions:
Each issue of Notes denominated in a currency in respect
of which particular laws, guidelines, regulations,
restrictions or reporting requirements apply will only be
issued in circumstances which comply with such laws,
guidelines, regulations, restrictions or reporting
requirements from time to time (see "Subscription and
Sale") including the following restrictions applicable at
the date of this Prospectus.

Notes having a maturity of less than one year:

Notes having a maturity of less than one year will, if the
proceeds of the issue are accepted in the UK, constitute
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deposits for the purposes of the prohibition on accepting
deposits contained in section 19 of the Financial
Services and Markets Act 2000 unless they are issued to
a limited class of professional investors and have a
denomination of at least £100,000 or its equivalent in
any other currency, see "Subscription and Sale".

Money market instruments having a maturity at issue of
less than 12 months do not fall within the scope of the
EU Prospectus Regulation. No money market
instruments having a maturity at issue of less than 12
months will be offered to the public or admitted to
trading on a regulated market under this Prospectus.
Trustee:
Deutsche Trustee Company Limited
Issuing and Principal Paying Agent:
Citibank, N.A., London Branch
Programme Size:
Up to U.S.$20,000,000,000 (or its equivalent in other
currencies) outstanding at any time. For the purpose of
calculating the U.S. dollar equivalent of the aggregate
nominal amount of Notes issued under the Programme
from time to time:

(a)
the U.S. dollar equivalent of Notes denominated
in another Specified Currency (as specified in
the applicable Final Terms in relation to the
relevant Notes) shall be determined, at the
discretion of the Issuer, either as of the date on
which agreement is reached for the issue of
Notes or on the preceding day on which
commercial banks and foreign exchange
markets are open for business in London, in
each case on the basis of the spot rate for the
sale of the U.S. dollar against the purchase of
such Specified Currency in the London foreign
exchange market quoted by any leading bank
selected by the Issuer on the relevant day of
calculation; and

(b)
the U.S. dollar equivalent of Zero Coupon
Notes (as specified in the applicable Final
Terms in relation to the relevant Notes) and
other Notes issued at a discount or premium
shall be calculated in the manner specified
above by reference to the net proceeds received
by the Issuer for the relevant issue.

The Issuer may increase the amount of the Programme
in accordance with the terms of the Programme
Agreement.
Distribution:
Notes may be distributed by way of private or public
placement and in each case on a syndicated or non-
syndicated basis.
Currencies:
Euro, Sterling, U.S. dollars, Yen, Swedish krona and,
subject to any applicable legal or regulatory restrictions,
any other currency as may be agreed between the Issuer
and the relevant Dealer(s).
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Maturities:
Such maturities as may be agreed between the Issuer and
the relevant Dealer(s) and as indicated in the applicable
Final Terms, subject to such minimum or maximum
maturities as may be allowed or required from time to
time by the relevant central bank (or equivalent body) or
any laws or regulations applicable to the Issuer or the
relevant Specified Currency.

At the date of this Prospectus the minimum maturity of
all Notes is one month.
Issue Price:
Notes may be issued at an issue price which is at par or
at a discount to, or premium over, par. The issue price
will be specified in the applicable Final Terms.
Form of Notes:
Each Tranche of Notes will initially be represented by a
temporary global Note in bearer form which will (i) if
the global Notes are intended to be issued in NGN form,
as specified in the applicable Final Terms, be delivered
on or prior to the original issue date of the Tranche to a
Common Safekeeper for Euroclear and Clearstream; and
(ii) if the global Notes are not intended to be issued in
NGN form, be delivered on or prior to the original issue
date of the Tranche to a Common Depositary for
Euroclear and Clearstream. The temporary global Note
will be exchangeable, upon request, as described therein
for either a permanent global Note or definitive Notes
(as indicated in the applicable Final Terms and subject,
in the case of definitive Notes, to such notice period as
is specified in the applicable Final Terms). Such
exchange may take place in each case on and after the
date which is the later of (i) 40 days after the temporary
global Note is issued and (ii) 40 days after the
completion of the distribution of the relevant Tranche.
Exchange of a temporary global Note will only take
place upon certification of non-U.S. beneficial
ownership as required by U.S. Treasury regulations.

A permanent global Note will be exchangeable, unless
otherwise specified in the applicable Final Terms, for
definitive Notes only upon the occurrence of an
Exchange Event, as described in "Form of the Notes"
below.

Any interest in a global Note will be transferable only in
accordance with the rules and procedures for the time
being of Euroclear, Clearstream, Luxembourg and/or
any other agreed clearing system, as appropriate.
Interest:
Notes may be interest bearing or non-interest bearing.
Interest (if any) may accrue at a fixed rate or a floating
rate or a combination thereof and the method of
calculating interest may vary between the issue date and
the maturity date of the relevant Series.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as
may be agreed between the Issuer and the relevant
Dealer(s) and on redemption and will be calculated on
the basis of such Fixed Day Count Fraction as may be
agreed between the Issuer and the relevant Dealer(s).
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Floating Rate Notes:
Floating Rate Notes will bear interest at a rate
determined on the basis of a reference rate appearing on
the agreed screen page of a commercial quotation
service.

The Margin (if any) relating to such floating rate will be
agreed between the Issuer and the relevant Dealer(s) for
each Series of Floating Rate Notes.

Floating Rate Notes may also have a maximum interest
rate, a minimum interest rate (which shall never be less
than zero) or both.

Interest on Floating Rate Notes in respect of each
Interest Period, as agreed prior to issue by the Issuer and
the relevant Dealer, will be payable on such Interest
Payment Dates specified in the applicable Final Terms
and will be calculated on the basis of such Day Count
Fraction as may be agreed between the Issuer and the
relevant Dealer.

Notwithstanding the foregoing, the Terms and
Conditions contain provisions pursuant to which
amendments may be made to the interest terms
following a Benchmark Event (as defined under "Terms
and Conditions of the Notes").
Fixed to Floating Rate Notes:
Fixed interest will be payable until conversion to
floating rate of interest (as indicated in the applicable
Final Terms) at which point floating rate interest will be
payable.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount
to their nominal amount and will not bear interest.
Redemption:
The applicable Final Terms relating to each Tranche of
Notes will indicate either that the relevant Notes cannot
be redeemed prior to their stated maturity (other than for
taxation reasons or following an Event of Default) or
that such Notes will be redeemable at the option of the
Issuer and/or the Noteholders upon giving not less than
15 nor more than 30 days' irrevocable notice to the
Noteholders or the Issuer, as the case may be, on a date
or dates specified prior to such stated maturity and at a
price or prices and on such terms as are indicated in the
applicable Final Terms.

Notes having a maturity of less than one year may be
subject to restrictions on their denominations and
distribution, see "Certain Restrictions Notes having a
maturity of less than one year" above.
Denomination of Notes:
Notes will be issued in such denominations as may be
agreed between the Issuer and the relevant Dealer(s) and
as indicated in the applicable Final Terms save that the
minimum Specified Denomination of each Note will be
such as may be allowed or required from time to time by
the relevant central bank (or equivalent body) or any
laws or regulations applicable to the relevant Specified
Currency, see "Certain Restrictions -- Notes having a
maturity of less than one year" above and the
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regulations of the applicable securities system in
which the Notes are issued and save that the minimum
Specified Denomination of each Note admitted to
trading on a regulated market within the EEA or offered
to the public in a Member State of the EEA in
circumstances which would otherwise require the
publication of a prospectus under the EU Prospectus
Regulation will be 100,000 (or, if the Notes are
denominated in a currency other than euro, the
equivalent amount in such currency).

Taxation:
Subject as provided in Condition 8 (Taxation), all
payments in respect of the Notes will be made without
deduction for or on account of withholding taxes
imposed within Sweden.

In the event that any such deduction is made, the Issuer
or, as the case may be, the Parent will, save in certain
limited circumstances provided in Condition 8
(Taxation), be required to pay additional amounts to
cover the amounts so deducted.
Status of the Notes:
The Notes will be direct, unconditional, (subject to the
provisions of Condition 4 (Negative Pledge)) unsecured
and unsubordinated obligations of the Issuer and will at
all times rank without any preference among themselves
and (subject as aforesaid) pari passu with all other
outstanding unsecured and unsubordinated obligations
of the Issuer, present and future, (other than obligations
which are preferred by mandatory provisions of law)
but, in the event of insolvency, only to the extent
permitted by applicable laws relating to creditors' rights.
Guarantee:
The payment of the principal and interest in respect of
all Notes will be unconditionally and irrevocably
guaranteed by AB Volvo (publ), the Parent. The
obligations of the Parent under such guarantee will be
direct, unconditional, (subject to the provisions of
Condition 4 (Negative Pledge)) unsecured and
unsubordinated obligations of the Parent and (subject as
aforesaid) will at all times rank pari passu with all other
outstanding unsecured and unsubordinated obligations
of the Parent, present and future, (other than obligations
which are preferred by mandatory provisions of law)
but, in the event of insolvency, only to the extent
permitted by applicable laws relating to creditors' rights.
Negative Pledge:
The terms of the Notes will contain a negative pledge
provision as described in Condition 4 (Negative Pledge).
Cross Default:
The terms of the Notes will contain a cross default
provision relating to indebtedness as further described in
Condition 10 (Events of Default).
Approval, Listing and Admission to
The CSSF has approved this document as a base
Trading:
prospectus. The CSSF gives no undertaking as to the
economic and financial soundness of the transaction or
the quality or solvency of the Issuer. Application has
been made to the Luxembourg Stock Exchange for
Notes issued under the Programme to be listed on the
Official List of the Luxembourg Stock Exchange and
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admitted to trading on the regulated market of the
Luxembourg Stock Exchange. This Prospectus and any
supplement will only be valid for listing Notes on the
Luxembourg Stock Exchange during the period of
12 months from the date of approval of this Prospectus.

The Notes may also be listed or admitted to trading, as
the case may be, on such other or further stock
exchange(s) or market(s) as may be agreed between the
Issuer and the relevant Dealer(s) in relation to each
Series.

Notes which are neither listed nor admitted to trading on
any market may also be issued.

The applicable Final Terms will state whether or not
and, if so, on which stock exchange(s) and/or market(s)
the Notes are to be listed and/or admitted to trading.
Governing Law:
The Notes, and any non-contractual obligations arising
out of or in connection with the Notes, shall be governed
by, and construed in accordance with, English law.
Selling Restrictions:
There are restrictions on the offer, sale and transfer of
the Notes in the United States, the EEA, the UK,
Switzerland, Singapore, Japan and France and such
other restrictions as may be required in connection with
the offering and sale of a particular Tranche of Notes.
See "Subscription and Sale" below.
United States Selling Restrictions:
Regulation S, Category 2. TEFRA D/TEFRA not
applicable, as specified in the applicable Final Terms.
Use of Proceeds:
The net proceeds (in respect of (a) and (c) below) or an
amount equal to the net proceeds (in respect of (b)

below) from each issue of Notes will, as specified in the
applicable Final Terms, be:
a) used for the Issuer's general funding purposes;
or
b) applied to a green asset portfolio which will be
used to finance or refinance, in whole or in part,
the Volvo Group's investments in eligible
assets as further described in the Volvo Group
Green Finance Framework published on 5
November 2020 (as amended or supplemented
from time to time) (the "Green Finance
Framework") available on the Volvo Group
website
(https://www.volvogroup.com/content/dam/vo
lvo-group/markets/master/investors/debt-
information/green-financing/volvo-green-
finance-framework.pdf)
(which, for the
avoidance of doubt, does not form part of, and
shall not be incorporated in, this Prospectus)
("Green Bonds"); or
c) used to finance any other particular identified
use of proceeds as stated in the applicable Final
Terms.
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RISK FACTORS
The Issuer and the Parent present below the significant risks which they believe they are exposed to as at
the date of this Prospectus. The risk factors considered to be the most important, based on the probability
of their occurrence and the expected magnitude of their negative impact and after consideration of the
effects of the measures implemented by the Issuer and the Parent in order to manage these risks, are
mentioned first in their respective category. Investors are invited to read carefully the information provided
in the risk factors before investing in Notes. Investors' attention is drawn to the fact that other risks, not
identified as at the date of this Prospectus, or whose realisation is not considered likely to have, as at this
same date, a significant negative impact on the business, financial situation and results or perspectives of
the Issuer and the Parent, may exist or occur.
1. Risk factors that may affect the Issuer's ability to fulfil its obligations under Notes issued
under the Programme

The Issuer is a unit within the Volvo Group (the "Volvo Group" is defined as the Parent and its
subsidiaries). The Issuer is acting as internal bank for the Volvo Group. The Issuer is responsible for all
interest-bearing assets and liabilities as well as all foreign exchange and funding operations within the
Volvo Group. The Issuer's operations are carried out according to centrally determined risk mandates and
limits, designed to minimise the credit currency, interest rate and liquidity risks to which the Volvo Group
is exposed.

In conducting its operations, the Issuer is exposed to various types of financial risks which are set out on
pages 15 to 19 (Financial risks) of the Issuer's Annual Report 2023 incorporated by reference into this
Prospectus, as set out in the section headed "Documents Incorporated by Reference" on pages 29 to 32 of
this Prospectus, and include the following: interest rate risk, currency risk, credit risk and liquidity risk.

However, the Notes issued by the Issuer under this Prospectus benefit from the Guarantee (as defined under
"Terms and Conditions of the Notes") issued by the Parent in which the Parent undertakes to assume
responsibility for the Issuer's payment obligations under the Notes.

2. Risk factors that may affect the Parent's ability to fulfil its obligations under the Guarantee
The risks that may affect the Volvo Group's ability to fulfil its obligations under the Programme, other than
the short-term risk factors on pages 11 to 13 of this Prospectus, are set out in particular on pages 82 to 89
(Risks and uncertainties) of the Volvo Group Annual Report 2023 incorporated by reference into this
Prospectus, as set out in the section headed "Documents Incorporated by Reference" on pages 29 to 32 of
this Prospectus, and include the following:
- Macro and market-related risks:
· Cyclical commercial vehicles industry;
· Competition;
· Regulations;
· Political and social uncertainty.
- Operational risks:
· Transformation and technology;
· New business models;
· Industrial operations including supply chain;
· Suppliers and materials;
· Cost inflation and price increases;
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Document Outline

#1">PROSPECTUS
#5">
- #5">
- #5">
#7">
#26">CREDIT RATINGS MAY NOT REFLECT ALL RISKS ASSOCIATED WITH THE NOTES
#26">In general, European regulated investors are restricted under the EU CRA Regulation from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the EU CRA Regu...
- #27">(i) has sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and risks of investing in the relevant Notes and the information contained or incorporated by reference in this Prospectus or any applicable ...
- #27">(ii) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Notes and the impact such investment will have on its overall investment portfolio;
- #27">(iii) has sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes, including where the currency for principal or interest payments is different from the currency in which such investor's financial a...
- #27">(iv) understands thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant financial markets; and
- #27">(v) is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
#27">LEGAL INVESTMENT CONSIDERATIONS MAY RESTRICT CERTAIN INVESTMENTS
#27">The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1)...
#27">GREEN BONDS
#27">None of the Dealers accepts any responsibility for any environmental or sustainability assessment of any Notes issued as Green Bonds or makes any representation or warranty or assurance whether such Notes will meet any investor expectations or requir...
#27">The Second Party Opinion Provider has issued an independent opinion on the Issuers Green Finance Framework. The Second Party Opinion provides an opinion on certain environmental and related considerations and is not intended to address any credit, m...
#29">The following documents which have previously been published or are published simultaneously with this Prospectus shall be incorporated by reference in, and form part of, this Prospectus:
- #29">(a) the English language translation of the audited annual consolidated and non-consolidated financial statements of the Issuer for each of the financial years ended 31 December 2022 and 31 December 2023, in each case together with the audit reports p...
- #29">(b) the English language translation of the audited annual consolidated and non-consolidated financial statements of the Parent for each of the financial years ended 31 December 2022 and 31 December 2023, in each case together with the audit reports p...
- #31">(c) the English language translation of the unaudited interim report of the Parent and the Volvo Group for the three-month period ended 31 March 2024 (the Interim Report for the First Quarter of the Financial Year 2024Ž) (https://www.volvogroup.com/c...
- #31">(d) the section Terms and Conditions of the NotesŽ from the following prospectuses relating to the Programme:
  - #31">(i) Prospectus dated 8 May 2019 (pages 28 to 54) (https://www.volvogroup.com/content/dam/volvo-group/markets/master/investors/debt-information/debt-programmes/emtn-prospectus-and-supplements/2019/volvo-update-2019-base-prospectus-final-version.pdf);
  - #32">(ii) Prospectus dated 7 May 2020 (pages 37 to 64) (https://www.volvogroup.com/content/dam/volvo-group/markets/master/investors/debt-information/debt-programmes/emtn-prospectus-and-supplements/2020/Volvo-Update-2020-Base-Prospectus-Final-version-25262...
  - #32">(iii) Prospectus dated 7 May 2021 (pages 41 to 68) (https://www.volvogroup.com/content/dam/volvo-group/markets/master/investors/debt-information/debt-programmes/emtn-prospectus-and-supplements/2021/Volvo-Update%202021-Base-Prospectus-266037-2051207994...
  - #32">(iv) Prospectus dated 6 May 2022 (pages 47 to 86) (https://www.volvogroup.com/content/dam/volvo-group/markets/master/investors/debt-information/debt-programmes/emtn-prospectus-and-supplements/2022/Volvo-Update-2022-Base-Prospectus%20(Final%20version)(...
  - #32">(v) Prospectus dated 4 May 2023 (pages 44 to 81) (https://www.volvogroup.com/content/dam/volvo-group/markets/master/investors/debt-information/debt-programmes/emtn-prospectus-and-supplements/2023/Volvo-Update-2023-Base-Prospectus.pdf);
- #32">(e) the risk factors set out on pages 82 to 89 (Risks and uncertainties) of the Volvo Group Annual Report 2023 relating to the Volvo Group (https://www.volvogroup.com/content/dam/volvo-group/markets/master/events/2024/feb/annual-report-2023/AB-Volvo-A...
- #32">(f) the risk factors set out on pages 15 to 19 (Financial risks) of the Issuer's Annual Report 2023 (https://www.volvogroup.com/content/dam/volvo-group/markets/master/investors/debt-information/downloads/volvo-treasury-annual-report-2023-eng-Final.pdf).
#32">Any information contained in or incorporated by reference in any of the documents specified above which is not incorporated by reference in this Prospectus is either not required by the relevant schedules of the Delegated Regulation or is covered els...
#32">Copies of documents incorporated by reference in this Prospectus are available on the Luxembourg Stock Exchange's website (www.luxse.com) and by following the above links to the Volvo Group website.
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#45">3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
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#46">8. OPERATIONAL INFORMATION
#49">1. Form, Denomination and Title
#49">2. Status of the Notes
#50">3. Guarantee
#50">4. Negative Pledge
- #50">(i) in the form of or represented by any bonds, notes or other securities for the time being quoted, listed or dealt in on any stock exchange or over-the-counter market; and
- #50">(ii) either (a) denominated or payable in a currency other than euro and initially offered by or on behalf of the Issuer or the Parent or the relevant Subsidiary (as the case may be) primarily to persons resident outside any country in the currency of...
#50">5. Interest
- #50">(a) Interest on Fixed Rate Notes
  - #51">(A) in the case of Fixed Rate Notes which are represented by a global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such global Note; or
  - #51">(B) in the case of Fixed Rate Notes in definitive form, the Calculation Amount;
    - #51">(1) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the "Accrual Period") is eq...
    - #51">(2) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:
- #52">(b) Interest on Floating Rate Notes
  - #52">(i) Interest Payment Dates
    - #52">(A) the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms; or
    - #52">(B) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each such date, together with each Specified Interest Payment Date, an "Interest Payment Date") which falls the number of months or other period sp...
      - #52">(1) any case where Specified Periods are specified in accordance with Condition 5(b)(i)(B) above, the Floating Rate Convention, such Interest Payment Date (i) in the case of (x) above, shall be the last day that is a Business Day in the relevant month...
      - #52">(2) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or
      - #52">(3) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be bro...
      - #52">(4) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.
  - #53">(ii) Rate of Interest
  - #53">(iii) Screen Rate Determination for Floating Rate Notes
    - #53">(A) the offered quotation; or
    - #53">(B) the arithmetic mean (rounded if necessary to the fourth decimal place, with 0.00005 being rounded upwards) of the offered quotations,
  - #54">(iv) Reference Rate Replacement
  - #58">(v) Floating Rate Notes referencing SONIA
    - #58">(A) This sub-paragraph (v) is applicable to the Notes only if the Floating Rate Note Provisions are specified in the applicable Final Terms as being applicable and the "Reference Rate" is specified in the applicable Final Terms as being "SONIA".
    - #59">(B) Where "SONIA" is specified as the Reference Rate in the applicable Final Terms, the Rate of Interest for each Interest Period will, subject as provided below, be Compounded Daily SONIA plus or minus (as specified in the applicable Final Terms) the...
    - #59">(C) For the purposes of this sub-paragraph (v):
    - #60">(D) If, in respect of any London Banking Day in the relevant Interest Period or Observation Period (as applicable), the Calculation Agent determines that the SONIA Reference Rate is not available on the Relevant Screen Page or has not otherwise been p...
      - #60">(1) the sum of (a) the Bank of England's Bank Rate (the "Bank Rate") prevailing at close of business on the relevant London Banking Day; and (b) the mean of the spread of the SONIA Reference Rate to the Bank Rate over the previous five London Banking ...
      - #60">(2) if the Bank Rate is not published by the Bank of England at close of business on the relevant London Banking Day, (a) the SONIA Reference Rate published on the Relevant Screen Page (or otherwise published by the relevant authorised distributors) f...
    - #60">(E) Subject to Condition 5(b)(v), if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this subparagraph (v), the Rate of Interest shall be (A) that determined as at the last preceding Interest Determination Date...
  - #61">(vi) Floating Rate Notes referencing SOFR
    - #61">(A) This sub-paragraph (vi) is applicable to the Notes only if the Floating Rate Note Provisions are specified in the applicable Final Terms as being applicable and the "Reference Rate" is specified in the applicable Final Terms as being "SOFR".
    - #61">(B) Where "SOFR" is specified as the Reference Rate in the Final Terms, the Rate of Interest for each Interest Period will, subject as provided below, be the Benchmark plus or minus (as specified in the applicable Final Terms) the Margin, all as deter...
    - #61">(C) For the purposes of this sub-paragraph (vi):
    - #62">(D) If the Issuer determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the then-current Benchmark, the Benchmark Replacement will replace the t...
    - #65">(E) Any Benchmark Replacement, Benchmark Replacement Adjustment and the specific terms of any Benchmark Replacement Conforming Changes, determined under Condition 5(b)(vii)(D) above will be notified promptly by the Issuer to the Trustee, the Calculati...
  - #66">If the Rate of Interest cannot be determined in accordance with the foregoing provisions of this Condition 5(b)(vi), the Rate of Interest shall be (A) that determined as at the last preceding Interest Determination Date (though substituting, where a d...
  - #66">(vii) Floating Rate Notes referencing STR
    - #66">(A) This Condition sub-paragraph (vii) is applicable to the Notes only if the Floating Rate Note Provisions are specified in the applicable Final Terms as being applicable and the "Reference Rate" is specified in the applicable Final Terms as being " ...
    - #66">(B) Where " STR" is specified as the Reference Rate in the Final Terms, the Rate of Interest for each Interest Period will, subject as provided below, be Compounded Daily STR plus or minus (as specified in the applicable Final Terms) the Margin, all ...
    - #66">(C) For the purposes of this sub-paragraph (vii):
    - #68">(D) Subject to Condition 5(b)(iv), if, where any Rate of Interest is to be calculated pursuant to Condition 5(b)(vii)(B) above, in respect of any TARGET Settlement Day in respect of which an applicable STR reference rate is required to be determined,...
    - #68">(E) Subject to Condition 5(b)(iv), if the Rate of Interest cannot be determined in accordance with the foregoing provisions of Condition 5(b)(vii)(B), the Rate of Interest shall be (A) that determined as at the last preceding Interest Determination Da...
  - #68">(viii) Floating Rate Notes referencing SONIA Compounded Index and SOFR Compounded Index
  - #69">(ix) Minimum Rate of Interest and/or Maximum Rate of Interest
  - #69">(x) Determination of Rate of Interest and calculation of Interest Amounts
    - #69">(A) in the case of Floating Rate Notes which are represented by a global Note, the aggregate outstanding nominal amount of the Notes represented by such global Note; or
    - #69">(B) in the case of Floating Rate Notes in definitive form, the Calculation Amount;
  - #72">(xi) Linear Interpolation
  - #72">(xii) Notification of Rate of Interest and Interest Amounts
  - #72">(xiii) Certificates to be Final
- #72">(c) Fixed to Floating Rate Notes
- #72">(d) Accrual of Interest
#72">6. Payments
- #72">(a) Method of Payment
  - #72">(i) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency (which, in the case of a payment in Japanese Yen to a non-resident of Japan, shall be a non-resident account) main...
  - #73">(ii) payments in euro will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque.
- #73">(b) Presentation of Notes and Coupons
  - #74">(a) if
    - #74">(i) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of th...
    - #74">(ii) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal a...
    - #74">(iii) such payment is then permitted under United States law; or
  - #74">(b) at the option of the relevant holder if such payment is then permitted under United States law without involving, in the opinion of the Issuer or the Parent, adverse tax consequences for the Issuer or the Parent.
- #74">(c) Payment Day
  - #74">(i) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign cu...
  - #74">(ii) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:
    - #74">(A) in the case of Notes in definitive form only, the relevant place of presentation; and
    - #74">(B) any Additional Financial Centre specified (other than T2) in the applicable Final Terms; and
  - #74">(iii) if T2 is specified as an Additional Financial Centre in the applicable Final Terms, a day on which T2 is open.
- #75">(d) Interpretation of Principal and Interest
  - #75">(i) any additional amounts which may be payable with respect to principal under Condition 8 (Taxation) or pursuant to any undertakings given in addition thereto or in substitution therefore pursuant to the Trust Deed;
  - #75">(ii) the Final Redemption Amount of the Notes;
  - #75">(iii) the Early Redemption Amount of the Notes;
  - #75">(iv) the Optional Redemption Amount(s) (if any) of the Notes;
  - #75">(v) the Make-whole Redemption Amount (if any) of the Notes; and
  - #75">(vi) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.
#75">7. Redemption and Purchase
- #75">(a) Redemption at Maturity
- #75">(b) Redemption for Tax Reasons
- #75">(c) Redemption at the Option of the Issuer (Issuer Call)
  - #75">(i) not less than 15 nor more than 30 days' notice to the Noteholders in accordance with Condition 14 (Notices); and
  - #75">(ii) not less than 15 days before the giving of the notice referred to in (i), notice to the Trustee;
- #76">(d) Make-whole Redemption by the Issuer
  - #76">(i) not less than 15 nor more than 30 days' notice to the Noteholders in accordance with Condition 14 (Notices); and
  - #76">(ii) not less than 15 days before the giving of the notice referred to in (i), notice to the Trustee;
  - #77">(i) the greater of (x) the Final Redemption Amount as specified in the applicable Final Terms and (y) the sum of the present values as at the Make-whole Redemption Date of the remaining scheduled payments of principal and interest on the Calculation A...
  - #77">(ii) any interest accrued but not paid on such Calculation Amount from, and including, the Specified Interest Payment Date or, as the case may be, the Interest Commencement Date, immediately preceding such Make-whole Redemption Date, to, but excluding...
- #78">(e) Clean-up Call Option
- #78">(f) Residual Maturity Call at the Option of the Issuer
- #78">(g) Redemption at the Option of the Noteholders (Investor Put)
- #79">(h) Early Redemption Amounts
  - #79">(i) in the case of a Note other than a Zero Coupon Note, at the amount specified in the applicable Final Terms or, if no such amount or manner is so specified in the applicable Final Terms, at its nominal amount; or
  - #79">(ii) in the case of a Zero Coupon Note, at its Early Redemption Amount calculated in accordance with the following formula:
- #79">(i) Purchases
- #79">(j) Cancellation
- #79">(k) Late Payment on Zero Coupon Notes
  - #80">(i) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
  - #80">(ii) five days after the date on which the full amount of the moneys payable has been received by the Agent or the Trustee and notice to that effect has been given to the Noteholders either in accordance with Condition 14 (Notices) or individually.
#80">8. Taxation
- #80">(a) All payments of principal and interest in respect of the Notes and Coupons will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges ("Taxes") of whatever nature i...
  - #80">(i) to, or to a third party on behalf of, a Noteholder or Couponholder who is liable for the Taxes in respect of such Note or Coupon by reason of such holder having some connection with Sweden other than (1) the mere holding of such Note or Coupon or ...
  - #80">(ii) to, or to a third party on behalf of, a holder who would not be liable or subject to the withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority; or
  - #80">(iii) presented for payment more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to additional amounts on presenting the same for payment on the last day of such period of 30 days assuming tha...
  - #80">(iv) presented for payment in Sweden.
- #80">(b) As used herein, the "Relevant Date" means the date on which such payment first becomes due but, if the full amount of the moneys payable has not been duly received by the Agent or the Trustee on or prior to such due date, it means the date on whic...
- #80">(c) Notwithstanding any other provisions contained herein, the Issuer and the Parent shall be permitted to withhold or deduct any amounts required by the rules of Sections 1471 through 1474 of the U.S. Internal Revenue Code (or any amended or successo...
#80">9. Prescription
#81">10. Events of Default
- #81">(i) default is made in the payment of any principal due in respect of the Notes or any of them and default continues for a period of 15 days or if default is made in the payment of any interest due in respect of the Notes or any of them and the defaul...
- #81">(ii) the Issuer or the Parent defaults in the performance of any other obligation under the Trust Deed and (except where such default is not capable of remedy when no such notice or continuation as is hereinafter mentioned will be required) such defau...
- #81">(iii) other indebtedness for borrowed money of the Issuer, the Parent or any Principal Subsidiary (as defined in the Trust Deed) becomes repayable prematurely as a consequence of any default by it in its obligations in respect of the same, or the Issu...
- #81">(iv) a resolution is passed or an order of a court of competent jurisdiction is made that the Issuer, the Parent or any Principal Subsidiary be wound up or dissolved otherwise than for the purposes of or pursuant to an amalgamation, merger or reconstr...
- #81">(v) an encumbrancer takes possession or a receiver is appointed of the whole or a material part of the assets or undertaking of the Issuer, the Parent or any Principal Subsidiary; or
- #81">(vi) a distress, execution or seizure before judgment is levied or enforced upon or sued out against a material part of the property of the Issuer, the Parent or any Principal Subsidiary and is not discharged within 60 days thereof; or
- #81">(vii) the Issuer, the Parent or any Principal Subsidiary stops payment or (otherwise than for the purposes of such an amalgamation, merger or reconstruction as is referred to in paragraph (iv) of this Condition) ceases or threatens to cease to carry o...
- #81">(viii) proceedings shall have been initiated against the Issuer, the Parent or any Principal Subsidiary under any applicable bankruptcy, insolvency or re-organisation law and such proceedings shall not have been discharged or stayed within a period of...
- #81">(ix) the Issuer, the Parent or any Principal Subsidiary initiates or consents to proceedings relating to itself under any applicable bankruptcy, composition, insolvency or re-organisation law or makes a conveyance or assignment for the benefit of, or ...
- #82">(x) if the Guarantee ceases to be, or is claimed by the Parent not to be, in full force and effect,
#82">11. Replacement of Notes, Coupons and Talons
#82">12. Agent and Paying Agents
- #82">(i) so long as the Notes are listed or admitted to trading on any stock exchange or other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of that stock...
- #82">(ii) there will at all times be a Paying Agent with a specified office in a city approved by the Trustee other than in Sweden; and
- #82">(iii) there will at all times be an Agent.
#82">13. Exchange of Talons
#82">14. Notices
#83">15. Meetings of Noteholders, Modification and Waiver
#84">16. Further Issues
#84">17. Enforcement
#84">18. Substitution
#84">19. Indemnification
#84">20. Contracts (Rights of Third Parties) Act 1999
#85">21. Governing Law and Submission to Jurisdiction
#91">AB Volvo held its Annual General Meeting on 27 March 2024. The Annual General Meeting adopted the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet. In accordance with the Board of Direc...
#92">
- #98">(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "EU MiFID II"); or
- #98">(ii) a customer within the meaning of the Directive (EU) 2016/97 where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II.
- #99">(a) at any time to any legal entity which is a qualified investor as defined in the EU Prospectus Regulation;
- #99">(b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Regulation) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or
- #99">(c) at any time in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation,
- #99">United Kingdom
  - #99">(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or
  - #99">(ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2...
#99">Public Offer Selling Restriction under the UK Prospectus Regulation
#99">If the Final Terms in respect of any Notes does not include the legend "Prohibition of Sales to UK Retail Investors", each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree...
#99">(A) at any time to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation;
- #100">(a) in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and ...
- #100">(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection wi...
- #100">(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the UK.
#100">France
- #102">(i) the constitutional documents in English of the Issuer;
- #102">(ii) the constitutional documents in English of the Parent which are available on the following page of the website of the Volvo Group (https://www.volvogroup.com/en-en/investors/corporate-governance.html);
- #102">(iii) the Agency Agreement and the Trust Deed (which contains the forms of the Temporary and Permanent Global Notes, the Definitive Notes, the Coupons and the Talons and information relating to the Guarantee);
- #102">(iv) a copy of this Prospectus (including any documents incorporated by reference therein); and
- #102">(v) any future prospectuses, offering circulars, information memoranda, supplements, documents incorporated by reference and Final Terms (save that Final Terms relating to a Note which is neither admitted to trading on a regulated market in the EEA no...
- #103">(i) no significant change in the financial position or financial performance of the Issuer since 31 December 2023;
- #103">(ii) no significant change in the financial position or financial performance of the Parent or the Volvo Group, in each case, since 31 March 2024;
- #103">(iii) no material adverse change in the prospects of the Issuer since 31 December 2023; and