Obligation Volvo Treasure 0% ( XS1288506782 ) en SEK

Volvo Treasure

100 % ▼

Suede

XS1288506782 ( en SEK )

11/09/2017 - Obligation échue

Prospectus brochure de l'obligation Volvo Treasury XS1288506782 en SEK 0%, échue

1 000 000 SEK

5 250 000 000 SEK

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 (XS1288506782), émise en Suède pour un montant total de 5 250 000 000 SEK, avec un taux d'intérêt de 0%, une taille minimale d'achat de 1 000 000 SEK, une maturité le 11/09/2017 et une fréquence de paiement de 1, 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.$15,000,000,000
Euro Medium Term Note Programme

Under the U.S.$15,000,000,000 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.$15,000,000,000 (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 6 May 2023.
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-, positive 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/supervision/credit-rating-agencies/risk). Notes
issued 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
10228718251-v19
- i-
36-41033771

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 Bank
HSBC
Handelsbanken Capital Markets
ING
J.P. Morgan
NatWest Markets
Nordea
SEB
Société Générale Corporate
Swedbank
& Investment Banking
UniCredit

The date of this Prospectus is 6 May 2022.

10228718251-v19
- ii-
36-41033771

CONTENTS

Page
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................... 1
RISK FACTORS .......................................................................................................................................... 8
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 26
FORM OF THE NOTES ............................................................................................................................ 32
FORM OF FINAL TERMS ........................................................................................................................ 34
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 47
USE OF PROCEEDS ................................................................................................................................. 87
DESCRIPTION OF THE ISSUER............................................................................................................. 88
DESCRIPTION OF THE PARENT ........................................................................................................... 90
TAXATION ............................................................................................................................................... 95
SUBSCRIPTION AND SALE ................................................................................................................... 98
GENERAL INFORMATION .................................................................................................................. 103

10228718251-v19
- iii-
36-41033771

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

NatWest Markets N.V.

Nordea Bank Abp

Skandinaviska Enskilda Banken AB (publ)

Société Générale

Svenska Handelsbanken AB (publ)

Swedbank AB (publ)

UniCredit Bank AG
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
deposits for the purposes of the prohibition on accepting
deposits contained in section 19 of the Financial
10228718251-v19
- 1-
36-41033771

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.$15,000,000,000 (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).
Maturities:
Such maturities as may be agreed between the Issuer and
the relevant Dealer(s) and as indicated in the applicable
10228718251-v19
- 2-
36-41033771

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).
10228718251-v19
- 3-
36-41033771

Floating Rate Notes:
Floating Rate Notes will bear interest at a rate
determined:

(i)
on the same basis as the floating rate under a
notional interest-rate swap transaction in the
relevant Specified Currency governed by an
agreement incorporating either the 2006
ISDA Definitions (as published by the
International
Swaps
and
Derivatives
Association, Inc., and as amended and
updated as at the Issue Date of the first
Tranche of the Notes of the relevant Series) or
the latest version of the 2021 ISDA Interest
Rate Derivatives Definitions (as published by
the International Swaps and Derivatives
Association, Inc., and as amended and
updated as at the Issue Date of the first
Tranche of the Notes of the relevant Series),
as specified in the applicable Final Terms; or

(ii)
on the basis of a reference rate appearing on
the agreed screen page of a commercial
quotation service,

as indicated in the applicable Final Terms.

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
10228718251-v19
- 4-
36-41033771

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 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, 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, 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)
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) 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
10228718251-v19
- 5-
36-41033771

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.
Cross Default:
The terms of the Notes will contain a cross default
provision relating to indebtedness as further described in
Condition 10.
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
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,
10228718251-v19
- 6-
36-41033771

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.

10228718251-v19
- 7-
36-41033771