Obligation Invest AB 3.5% ( XS1001594065 ) en EUR

Invest AB

100 % ⇌

Suede

XS1001594065 ( en EUR )

3.5% par an ( paiement annuel )

05/12/2033 - Obligation échue

Prospectus brochure de l'obligation Investor AB XS1001594065 en EUR 3.5%, échue

Investor AB est une société d'investissement suédoise détenue par la famille Wallenberg, axée sur les investissements à long terme dans des entreprises cotées et non cotées, principalement en Europe et en Amérique du Nord, avec un accent sur la création de valeur durable.

L'obligation suédoise émise par Investor AB (XS1001594065), d'une valeur nominale de 100% en EUR et offrant un taux d'intérêt de 3,5% avec une fréquence de paiement annuelle, est arrivée à échéance le 05/12/2033 et a été intégralement remboursée.

Prospectus dated 3 June 2013
Investor AB (incorporated as a limited liability company in the Kingdom of Sweden)
5,000,000,000
Debt Issuance Programme
Under the Debt Issuance Programme described in this Prospectus (the "Programme"), Investor AB (publ) ("Investor", the "Issuer" or the "Company"),
subject to compliance with all relevant laws, regulations and directives, may from time to time issue debt securities (the "Notes"). The aggregate principal
amount of Notes outstanding will not at any time exceed 5,000,000,000 (or the equivalent in other currencies).
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the
Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended (the "Prospectus Act 2005") to approve this document as a base
prospectus. The CSSF assumes no responsibility for the economic and financial soundness of the transaction contemplated by this Prospectus or the
quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to the Luxembourg Stock
Exchange for Notes issued under the Programme for the period of twelve months from the date of this Prospectus to be admitted to the Official List of the
Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market (the "Market").
References in this Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on the Market
and have been admitted to the Official List. The Market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial
Instruments Directive) of the European Parliament and of the Council on markets in financial instruments. However, unlisted Notes may be issued
pursuant to the Programme. The relevant Final Terms (as defined below) in respect of the issue of any Notes will specify whether or not such Notes will
be listed on the Official List and admitted to trading on the Market (or any other stock exchange), in which case references in this Prospectus to Notes
being "listed" shall mean that such Notes have been admitted to trading on such other stock exchange.
As at the date of this Prospectus, the Issuer and the Programme are each rated A1 (stable outlook) by Moody's Deutschland GmbH ("Moody's") and AA-
(stable outlook) by Standard & Poor's Credit Market Services Europe Limited, a division of The McGraw-Hill Companies Inc. ("S&P") Tranches of
Notes (as defined in "Overview of the Programme") may be rated or unrated. Where a Tranche of Notes is rated, such rating will be specified in the
applicable Final Terms. Credit ratings included or referred to in this Prospectus have been issued by Moody's and S&P, each of which is established in
the European Union and is registered under Regulation (EC) No 1060/2009 (the "CRA Regulation") of the European Parliament and of the Council of 16
September 2009 on credit rating agencies. Fitch and S&P are established in the European Union and registered under the CRA Regulation. Further
information relating to the registration of rating agencies under the CRA Regulation can be found on the website of the European Securities and Markets
Authorityon its website (at http://www.esma.europa.eu/page/list-registered-and-certified-CRAs) in accordance with the CRA Regulation. 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
rating agency.
Each Series (as defined in "Overview of the Programme") of Notes in bearer form will initially be represented on issue by a temporary global note in
bearer form (each a "Temporary Global Note"), or a permanent global note in bearer form (each a "Permanent Global Note"). Notes in registered form
will be represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of
Registered Notes of one Series. If the Global Notes are stated in the applicable Final Terms to be issued in new global note ("NGN") form, the Global
Notes will be delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear
Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") (the "Common Depositary"). Global Notes
which are not issued in NGN form ("Classic Global Notes" or "CGNs") and Certificates may be deposited on the issue date of the relevant Tranche with
the Common Depositary. The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in
"Summary of Provisions Relating to the Notes while in Global Form".
In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area (the "EEA") or offered to the
public in a Member State of the EEA in circumstances which require the publication of a prospectus under the Prospectus Directive (2003/71/EC), the
minimum specified denomination shall be 100,000 (or its equivalent in any other currency as at the date of issue of the Notes).
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
Arranger
J.P. Morgan
Dealers
Citigroup
Deutsche Bank
Goldman Sachs International
J.P. Morgan
Morgan Stanley
SEB
UBS Investment Bank

This Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC as
amended (which includes amendments made by Directive 2010/73/EU to the extent that such
amendments have been implemented in a relevant Member State of the EEA) (the "Prospectus
Directive") and for the purpose of giving information with regard to the Issuer and its subsidiaries and
affiliates taken as a whole (the "Group") which, according to the particular nature of the Issuer and the
Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position, profit and losses and prospects of the Issuer.
The Issuer accepts responsibility for the information contained in this Prospectus and the Final Terms for
each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer (having
taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in
accordance with the facts and does not omit anything likely to affect the import of such information.
This Prospectus has been prepared on the basis that any offer of Notes in any Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will
be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant
Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person
making or intending to make an offer in that Relevant Member State of Notes which are the subject of an
offering contemplated in this Prospectus as completed by final terms in relation to the offer of those Notes
may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16
of the Prospectus Directive, in each case, in relation to such offer.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference" below) and, in relation to any Series of
Notes, should be read and construed together with the relevant Final Terms (as defined herein). Copies
of the Final Terms will be available from the registered office of the Issuer and the specified office of the
Paying Agent, and, in the case of Notes listed on the Official List and admitted to trading on the Market,
the applicable Final Terms will also be published on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
No person has been authorised to give any information or to make any representations other than those
contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or any of
the Dealers or the Arranger (as defined in "Overview of the Programme"). Neither the delivery of this
Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication
that there has been no change in the affairs of the Issuer or the Group since the date hereof or the date
upon which this Prospectus has been most recently amended or supplemented or that there has been no
adverse change in the financial position of the Issuer or the Group since the date hereof or the date upon
which this Prospectus has been most recently amended or supplemented or that any other information
supplied in connection with the Programme is correct as of any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the
Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes have
not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act"),
or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes
include Notes in bearer form that are subject to US 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, US persons (as defined in the US Internal Revenue Code of 1986, as amended, and regulations
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thereunder). The Notes are being offered and sold outside the United States to non-US persons in
reliance on Regulation S under the Securities Act ("Regulation S"). For a description of certain
restrictions on offers and sales of Notes and on distribution of this Prospectus, see "Subscription and
Sale".
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealers to
subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for
the contents of this Prospectus or for any other statement, made or purported to be made by the Arranger
or a Dealer or on its behalf in connection with the Issuer or the issue and offering of the Notes. The
Arranger and each Dealer accordingly disclaims all and any liability whether arising in tort or contract or
otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any
such statement. Neither this Prospectus nor any document incorporated by reference nor any other
financial statements are intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by any of the Issuer, the Arranger or the Dealers that any recipient of this
Prospectus or any other financial statements or any document incorporated by reference should purchase
the Notes. Each potential purchaser of Notes should determine for itself the relevance of the information
contained in this Prospectus and its purchase of Notes should be based upon such investigation as it deems
necessary. None of the Dealers or the Arranger undertakes to review the financial condition or affairs of
the Issuer during the life of the arrangements contemplated by this Prospectus nor to advise any investor
or potential investor in the Notes of any information coming to the attention of any of the Dealers or the
Arranger.
Each potential investor in any Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have 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 supplement;
(ii)
have 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;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the
relevant Notes, including where principal or interest is payable in one or more currencies, or where the
currency for principal or interest payments is different from the potential investor's currency;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
Investors generally purchase Notes as a way to reduce risk or enhance yield with an understood,
measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in
Notes unless it has the expertise (either alone or with the help of a financial adviser) to evaluate how the
Notes will perform under changing conditions, the resulting effects on the value of such Notes and the impact
this investment will have on the potential investor's overall investment portfolio.
The investment activities of certain investors are subject to investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether
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and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types
of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions
should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes
under any applicable risk-based capital or similar rules.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to "US$" and "US
dollars" are to United States dollars, to "EUR" are to euro and to "SEK" are to Swedish kronor.
In connection with the issue of any Tranche (as defined in "Overview of the Programme"), the Dealer
or Dealers (if any) appointed as Stabilising Managers (the "Stabilising Managers") may over-allot
Notes or effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action.
Any stabilisation action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the relevant Tranche is made and, if begun, may be ended at any time, but it must
end no later than the earlier of 30 days after the issue date of the relevant Tranche and 60 days after the
date of the allotment of the relevant Tranche. Any stabilisation action or over allotment must be
conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules.
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Table of Contents
Page
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................. 6
SUPPLEMENTAL PROSPECTUS................................................................................................................. 8
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................. 9
RISK FACTORS............................................................................................................................................. 14
TERMS AND CONDITIONS OF THE NOTES.......................................................................................... 21
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM.............. 44
USE OF PROCEEDS ..................................................................................................................................... 50
INVESTOR ..................................................................................................................................................... 51
CONSOLIDATED FINANCIAL STATEMENTS OF INVESTOR ........................................................... 65
TAXATION..................................................................................................................................................... 71
SUBSCRIPTION AND SALE....................................................................................................................... 73
FORM OF FINAL TERMS.............................................................................................................................. 76
GENERAL INFORMATION......................................................................................................................... 82
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DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with the following documents which
have been previously published or are published simultaneously with this Prospectus and which
have been filed with the CSSF:

the audited consolidated financial statements of the Issuer (prepared in accordance with
International Financial Reporting Standards) for the financial years ended 31 December 2012
and 31 December 2011 together in each case with the audit report thereon;

the terms and conditions contained in pages 20 to 37 of the base prospectus relating to the Programme dated
15 December 2011;

the terms and conditions contained in pages 19 to 36 of the base prospectus relating to the Programme dated
15 December 2010;

the terms and conditions contained in pages 18 to 35 of the base prospectus relating to the Programme dated
15 December 2009;

the terms and conditions contained in pages 18 to 35 of the base prospectus relating to the Programme dated
20 November 2008;

the terms and conditions contained in pages 16 to 32 of the base prospectus relating to the Programme dated
16 November 2007;

the terms and conditions contained in pages 15 to 31 of the base prospectus relating to the Programme dated
16 November 2006;

the terms and conditions contained in pages 15 to 31 of the base prospectus relating to the Programme dated
3 November 2005;

the terms and conditions contained in pages 9 to 24 of the offering circular relating to the Programme dated
9 December 2004;

the terms and conditions contained in pages 9 to 24 of the offering circular relating to the Programme
dated 12 December 2003; and

the terms and conditions contained in pages 10 to 25 of the offering circular relating to the Programme
dated 12 December 2002.
Such documents shall be incorporated in, and form part of, this Prospectus, save that any statement
contained in a document which is incorporated by reference herein shall be modified or superseded
for the purpose of this Prospectus to the extent that a statement contained herein modifies or
supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified
or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus.
The tables below set out the relevant page references for the audited consolidated annual statements
for the financial years ended 31 December 2012 and 31 December 2011 as set out in the Issuer's Annual
Reports for 2012 and 2011 respectively. Only the parts of the audited consolidated annual
statements specifically referred to in the tables below shall be incorporated in, and form part of, the
Prospectus.
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Audited consolidated annual financial statements of the Issuer for the financial year ended 31
December 2012
Page of 2012 Annual
Report
Administration Report and Proposed .......................................................................................
Disposition of Earnings................................................................................................ Pages 29 to 43
Financial Statements ................................................................................................ Pages 44 to 55
Notes ................................................................................................................................
Pages 56 to 102
Auditor's Report.......................................................................................................................
Page 103
Audited consolidated annual financial statements of the Issuer for the financial year ended 31
December 2011
Page of 2011 Annual
Report
Administration Report and Proposed .......................................................................................
Disposition of Earnings................................................................................................ Pages 29 to 47
Financial Statements ................................................................................................ Pages 48 to 58
Notes ................................................................................................................................
Pages 59 to 115
Auditor's Report.......................................................................................................................
Page 116
Those parts of the Issuer's Annual Reports for the financial years ended 31 December 2012 and 31
December 2011, and those parts of the prospectus dated 15 December 2011, 15 December 2010, 15 December
2009, 20 November 2008, 16 November 2007, 16 November 2006, 3 November 2005, 9 December 2004,
12 December 2003 and 12 December 2002 which are not specifically incorporated by reference in this
Prospectus are either not relevant for prospective investors in the Notes or the relevant information is
included elsewhere in this Prospectus. Copies of documents incorporated by reference in this Prospectus
may be obtained (without charge) from the registered office of the Issuer, the specified office of the Issuing
and Paying Agent, from the website of the Luxembourg Stock Exchange (www.bourse.lu) or from the
website of the Issuer at http://www.investorab.com/investors-media/reports/.
Any documents themselves incorporated by reference in the documents incorporated by reference in this
Prospectus shall not form part of this Prospectus.
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PROSPECTUS SUPPLEMENT
If at any time the Issuer shall be required to prepare a prospectus supplement pursuant to Article 13 of
the Prospectus Act 2005, the Issuer will prepare and make available an appropriate supplement to this Prospectus
or a further prospectus which, in respect of any subsequent issue of Notes to be listed on the Official List and
admitted to trading on the Market, shall constitute a prospectus supplement as required by the Luxembourg
Stock Exchange and Article 13 of the Prospectus Act 2005.
The Issuer has given an undertaking to the Dealers that if at any time during the duration of the
Programme there is a significant new factor, material mistake or inaccuracy relating to information
contained in this Prospectus which is capable of affecting the assessment of any Notes whose inclusion in
this Prospectus or removal is necessary for the purpose of allowing an investor to make an informed
assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer,
and the rights attaching to the Notes, the Issuer shall prepare and submit to the CSSF for approval a
supplement to this Prospectus or publish a replacement Prospectus for use in connection with any
subsequent offering of Notes and shall supply to each Dealer such number of copies of such supplement or
replacement as such Dealer may reasonably request.
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GENERAL DESCRIPTION OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this document and, in relation to the terms and conditions of any particular Tranche
of Notes, the applicable Final Terms. Words and expressions defined in "Terms and Conditions of the
Notes" below shall have the same meanings in this overview. The Issuer may agree with any Dealer that
Notes may be issued in a form other than that contemplated in "Terms and Conditions of the Notes"
herein, in which event (in the case of Notes admitted to the Official List only) a supplement to this
Prospectus, if appropriate, will be made available which will describe the effect of the agreement
reached in relation to such Notes.
Issuer
Investor AB (publ)
Programme Amount
Up to 5,000,000,000 (or the equivalent in other currencies at
the date of issue) aggregate principal amount of Notes
outstanding at any one time.
Arranger
J.P. Morgan Securities plc
Dealers
Citigroup Global Markets Limited
Deutsche Bank AG, London Branch
Goldman Sachs International
J.P. Morgan Securities plc
Morgan Stanley & Co. International plc
Skandinaviska Enskilda Banken AB (publ)
UBS Limited
The Issuer may from time to time terminate the appointment
of any dealer under the Programme or appoint additional
dealers either in respect of one or more Tranches or in respect
of the whole Programme. References in this Prospectus to
"Permanent Dealers" are to the persons listed above as Dealers
and to such additional persons that are appointed as dealers in
respect of the whole Programme (and whose appointment has
not been terminated) and references to "Dealers" are to all
Permanent Dealers and all persons appointed as a dealer in
respect of one or more Tranches.
Trustee
Citicorp Trustee Company Limited
Issuing and Paying Agent, Registrar,
Citibank, N.A., London Branch
Transfer Agent and Calculation Agent
Currencies
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in US dollars, Australian dollars,
Canadian dollars, Danish kroner, euro, New Zealand dollars,
Norwegian kroner, Sterling, Swedish Kronor, Swiss francs or
Japanese yen or in other currencies if the Issuer and the relevant
Dealers so agree.
Denomination
Definitive Notes will be in such denominations as may be
specified in the relevant Final Terms, save that (i) in the case
of any Notes which are to be admitted to trading on a
regulated market within the EEA or offered to the public in a
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Member State of the EEA in circumstances which require the
publication of a prospectus under the Prospectus Directive, the
minimum denomination shall be 100,000 (or its equivalent in
any other currency as at the date of issue of the Notes); and
(ii) unless otherwise permitted by then current laws and
regulations, Notes (including Sterling Notes) which have a
maturity of less than one year and in respect of which the
issue proceeds are to be accepted by the Issuer in the United
Kingdom or whose issue otherwise constitutes a contravention
of Section 19 of the FSMA will have a minimum
denomination of £100,000 (or its equivalent in other
currencies).
Form of Notes
The Notes may be issued in bearer form only ("Bearer Notes"),
in bearer form exchangeable for Registered Notes
("Exchangeable Bearer Notes"), or in registered form only
("Registered Notes"). Each Tranche of Bearer Notes and
Exchangeable Bearer Notes will be represented on issue by a
Temporary Global Note if (i) definitive Notes are to be made
available to Noteholders following the expiry of 40 days after
their issue date or (ii) such Notes have an initial maturity of
more than one year and are being issued in compliance with
the D Rules (as defined in "Overview of the Programme --
Selling Restrictions"), otherwise such Tranche will be
represented by a Permanent Global Note. Registered Notes
will be represented by Certificates, one Certificate being
issued in respect of each Noteholder's entire holding of
Registered Notes of one Series. Certificates representing
Registered Notes that are registered in the name of a nominee
for one or more clearing systems are referred to as "Global
Certificates".
Maturities
Subject to compliance with all relevant laws, regulations and
directives, the Notes may have any maturity from one month to
perpetuity.
Issue Price
Notes may be issued at their principal amount or at a discount
or premium to their principal amount.
Method of Issue
The Notes will be issued on a syndicated or non-syndicated
basis. The Notes will be issued in series (each a "Series"),
having one or more issue dates and on terms otherwise
identical (or identical other than in respect of the first
payment of interest), the Notes of each Series being intended
to be interchangeable with all other Notes of that Series.
Each Series may be issued in tranches (each a "Tranche"), on
the same or different issue dates. The specific terms of each
Tranche (which will be completed, where necessary, with the
relevant terms and conditions and, save in respect of the issue
date, issue price, first payment of interest and principal amount of
the Tranche, will be identical to the terms of other Tranches of
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Document Outline

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