Obligation SveaBank AB 6% ( XS1535953134 ) en USD

SveaBank AB

100 % ⇌

Suede

XS1535953134 ( en USD )

6% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Swedbank AB XS1535953134 en USD 6%, échéance Perpétuelle

200 000 USD

500 000 000 USD

17/09/2025 ( Dans 131 jours )

Swedbank AB est une banque nordique offrant des services financiers aux particuliers et aux entreprises en Suède, en Lettonie, en Lituanie et en Estonie.

L'Obligation émise par SveaBank AB ( Suede ) , en USD, avec le code ISIN XS1535953134, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

Swedbank AB (publ)
(Incorporated with limited liability in the Kingdom of Sweden)
U.S.$500,000,000 Fixed Rate Reset Additional Tier 1 Convertible Notes
The U.S.$500,000,000 Fixed Rate Reset Additional Tier 1 Convertible Notes (the "Notes") will be issued by Swedbank AB (publ) (the "Issuer"). Subject as provided
in "Terms and Conditions of the Notes", the Notes will constitute direct, unsecured and subordinated debt obligations of the Issuer, as described in Condition 2
(Status) in "Terms and Conditions of the Notes".
The Notes will bear interest, payable semi-annually in arrear on 17 March and 17 September in each year (each, an "Interest Payment Date"), from (and including)
16 December 2016 (the "Issue Date") to (but excluding) 17 March 2022 (the "First Call Date") at the rate of 6.000 per cent. per annum. There will be a short first
Interest Period. The first payment of interest will be made on 17 March 2017 in respect of the period from (and including) the Issue Date to (but excluding) such
Interest Payment Date. The rate of interest will reset on the First Call Date and on each Reset Date (as defined in Condition 19 (Interpretation) in "Terms and
Conditions of the Notes"). See Condition 3 (Interest) in "Terms and Conditions of the Notes".
Interest on the Notes is due and payable only at the sole and absolute discretion of the Issuer, and the Issuer shall have sole and absolute discretion at all times to
cancel (in whole or in part) any interest payment that would otherwise be due and payable on any Interest Payment Date. Interest may also be deemed to have
been so cancelled in certain circumstances and the Issuer will also be obliged to cancel interest in certain circumstances. See Condition 4 (Interest Cancellation) in
"Terms and Conditions of the Notes".
The Notes are perpetual securities and have no fixed date for redemption and holders of the Notes ("Noteholders") do not have the right to call for their
redemption. Subject as provided herein, the Issuer may, at its option, redeem the Notes, in whole but not in part, on the First Call Date or on any Reset Date
thereafter at their principal amount, together with accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled). Subject as provided
herein, the Issuer may also, at its option, redeem the Notes, in whole but not in part, at any time at their principal amount, together with accrued but unpaid interest
(which excludes any interest cancelled or deemed cancelled) upon the occurrence of a Tax Event or Capital Event (each as defined in Condition 19 (Interpretation)
in "Terms and Conditions of the Notes"). Any such redemption is subject to certain conditions. See Condition 6 (Redemption and Purchase) in "Terms and
Conditions of the Notes".
If at any time a Capital Event or a Tax Event occurs, the Issuer may either substitute all (but not some only) of the Notes or vary the terms of the Notes accordingly,
without any requirement for the consent or approval of the Noteholders, so that they remain or become Qualifying Additional Tier 1 Securities (as defined in
Condition 19 (Interpretation) in "Terms and Conditions of the Notes"). See Condition 15 (Substitution or Variation instead of Redemption).
If the CET1 Ratio (as defined in Condition 19 (Interpretation) in "Terms and Conditions of the Notes") of either the Issuer or the Group (as defined in Condition 19
(Interpretation) in "Terms and Conditions of the Notes") falls below 5.125 per cent. or 8.00 per cent. respectively (a "Trigger Event"), the Notes will be automatically
converted into Conversion Shares at the Conversion Price (each as defined in Condition 19 (Interpretation) in "Terms and Conditions of the Notes"). See Condition
5 (Loss Absorption Mechanism) in "Terms and Conditions of the Notes".
This Offering Circular does not comprise a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC as amended (which includes the amendments made
by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area (the "EEA")).
Application has been made to the Irish Stock Exchange plc (the "Irish Stock Exchange") for the Notes to be admitted to the Official List and trading on the Global
Exchange Market of the Irish Stock Exchange. This Offering Circular constitutes listing particulars for the purpose of such application and has been approved by
the Irish Stock Exchange.
The Notes are not intended to be sold and should not be sold to retail clients in the EEA, as defined in the rules set out in the Product Intervention
(Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (as amended or replaced from time to time) other than in
circumstances that do not and will not give rise to a contravention of those rules by any person. Prospective investors are referred to the section
headed "Restrictions on marketing and sales to retail investors" on page 2 of this Offering Circular for further information.
The Notes and any Conversion Shares to be delivered following the occurrence of a Trigger Event have not been and will not be registered under the U.S.
Securities Act of 1933 (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or
delivered within the United States or to U.S. persons. The Notes may be offered and sold outside the United States to non U.S. persons in reliance on Regulation
S ("Regulation S") under the Securities Act. For a description of certain restrictions on offers, sales and deliveries of the Notes and on the distribution of this
Offering Circular and other offering material relating to the Notes, see "Subscription and Sale".
The Notes are expected to be rated BBB by Standard & Poor's Credit Markets Services Europe Limited ("S&P"), BBB by Fitch Ratings Ltd. ("Fitch") and Baa3 by
Moody's Investors Service Limited ("Moody's"). Each of S&P, Fitch and Moody's is established in the European Union (the "EU") and is registered under
Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation") and is included in the list of credit rating agencies registered in accordance with the CRA
Regulation as of the date of this Offering Circular. This list is available on the European Securities and Markets Authority's website at
www.esma.europa.eu/page/List-registered-and-certified-CRAs. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision,
suspension or withdrawal at any time by the assigning rating agency.
The Notes will initially be in the form of a temporary global note (the "Temporary Global Note"), without interest coupons ("Coupons"), which will be deposited on or
around the Issue Date with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg"). Interests in
the Temporary Global Note will be exchangeable for interests in a permanent global note (the "Permanent Global Note" and, together with the Temporary Global
Note, the "Global Notes"), without Coupons, on or after 26 January 2017 (the "Exchange Date"), upon certification as to non-U.S. beneficial ownership. Interests in
the Permanent Global Note will be exchangeable for Notes in definitive form ("Definitive Notes") only in certain limited circumstances in accordance with the terms
of the Permanent Global Note. Definitive Notes will have attached Coupons and, if necessary, talons ("Talons") for further Coupons - see "Summary of Provisions
relating to the Notes while in Global Form".
An investment in the Notes involves certain risks. Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and
the extent of their exposure to risks and that they consider the suitability of the Notes as an investment in the light of their own circumstances and
financial condition. For a discussion of these risks see "Risk Factors" below.
Sole Structuring Adviser
HSBC
Joint Lead Managers

BNP PARIBAS
Citigroup
HSBC
J.P. Morgan
Swedbank
UBS Investment Bank
The date of this Offering Circular is 14 December 2016

IMPORTANT NOTICE
Restrictions on marketing and sales to retail investors
The Notes discussed in this Offering Circular are complex financial instruments and are not a suitable or
appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published
laws, regulations or guidance with respect to the offer or sale of securities such as the Notes to retail investors.
In particular, in June 2015, the United Kingdom Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 which took effect
on 1 October 2015. Under the rules set out in the PI Instrument (as amended or replaced from time to time, the
"PI Rules"), certain contingent write-down or convertible securities (including any beneficial interests therein),
such as the Notes must not be sold to retail clients in the EEA; and there must not be any communication or
approval of an invitation or inducement to participate in, acquire or underwrite such securities (or the beneficial
interest in such securities) where that invitation or inducement is addressed to or disseminated in such a way
that it is likely to be received by a retail client in the EEA (in each case, within the meaning of the PI Rules),
other than in accordance with the limited exemptions set out in the PI Rules. Each of BNP Paribas, Citigroup
Global Markets Limited, HSBC Bank plc, J.P. Morgan Securities plc, Swedbank AB (publ) (in its capacity as a
joint lead manager) and UBS Limited (together, the "Joint Lead Managers") is required to comply with the PI
Rules. In addition, by purchasing, or making or accepting an offer to purchase, any Notes from the Issuer
and/or the Joint Lead Managers, each prospective investor in relation to the Notes represents, warrants, agrees
with and undertakes to the Issuer and each of the Joint Lead Managers that:
(i)
it is not a retail client in the EEA (as defined in the PI Rules);
(i )
whether or not it is subject to the PI Rules, it wil not sell or offer the Notes (or any beneficial interests
therein) to retail clients in the EEA or communicate (including the distribution of this Offering Circular)
or approve an invitation or inducement to participate in, acquire or underwrite the Notes (or any
beneficial interests therein) where that invitation or inducement is addressed to or disseminated in
such a way that it is likely to be received by a retail client in the EEA (in each case within the meaning
of the PI Rules), other than (i) in relation to any sale of or offer to sell Notes to a retail client in or
resident in the United Kingdom, in circumstances that do not and wil not give rise to a contravention
of the PI Rules by any person and/or (i ) in relation to any sale of or offer to sell Notes to a retail client
in any EEA member state other than the United Kingdom, where (a) it has conducted an assessment
and concluded that the relevant retail client understands the risks of an investment in the Notes and is
able to bear the potential losses involved in an investment in the Notes (or any beneficial interests
therein) and (b) it has at all times acted in relation to such sale or offer in compliance with the Markets
in Financial Instruments Directive (2004/39/EC) ("MiFID") to the extent it applies to it or, to the extent
MiFID does not apply to it, in a manner which would be in compliance with MiFID if it were to apply to
it; and
(i i)
it wil at al times comply with all applicable laws, regulations and regulatory guidance (whether inside
or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Notes, including
any such laws, regulations and regulatory guidance relating to determining the appropriateness
and/or suitability of an investment in the Notes by investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting
an offer to purchase, any Notes from the Issuer and/or the Joint Lead Managers the foregoing representations,
warranties, agreements and undertakings will be given by and be binding upon both the agent and its
underlying client.

1

Other important information
The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the
knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case), the information
contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the
import of such information. References herein to this "Offering Circular" are to this document, including the
documents incorporated by reference.
This Offering Circular contains information sourced from third parties including Statistics Sweden, Euroclear
Sweden AB, the Estonian Central Bank, the Association of Commercial Banks of Latvia, the Financial and
Capital Market Commission (Latvia) and the Association of Lithuanian Banks where indicated with references
to third party sources herein. The Issuer confirms that such information has been accurately reproduced and
that, so far as it is aware, and is able to ascertain from information published by such sources, no facts have
been omitted which would render the reproduced information inaccurate or misleading.
This Offering Circular is to be read in conjunction with any amendment or supplement hereto and all information
which is deemed to be incorporated herein by reference (see "Information Incorporated by Reference"). This
Offering Circular shal be read and construed on the basis that such information is incorporated and forms part
of this Offering Circular.
The Issuer has not authorised the making or provision of any representation or information regarding the Issuer
or the Notes other than as contained or incorporated by reference in this Offering Circular or in any other
document prepared in connection with the Offering Circular or the Notes approved for such purpose by the
Issuer. Any such representation or information should not be relied upon as having been authorised by the
Issuer, any of the Joint Lead Managers or the Fiscal Agent (as defined under "Terms and Conditions of the
Notes").
None of this Offering Circular, any financial statements and any other information supplied in connection with
the Notes is intended to provide the basis of any credit or other evaluation of the Issuer. This Offering Circular
does not constitute an offer or an invitation to subscribe for or purchase the Notes and should not be
considered as a recommendation by the Issuer, the Joint Lead Managers or any of them that any recipient of
this Offering Circular should subscribe for or purchase the Notes. Each recipient of this Offering Circular shall
be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
This Offering Circular is to be used by the recipient hereof solely in connection with evaluating an investment in
the Notes and for no other purpose. Copies of this Offering Circular and any related offering documents must
not be mailed or otherwise distributed or transmitted in or into the United States.
Neither the delivery of this Offering Circular, nor the offering, sale or delivery of the Notes shall, in any
circumstances, create any implication that there has been no adverse change in the financial situation of the
Issuer since the date hereof or, as the case may be, the date upon which this Offering Circular has been most
recently amended or supplemented. No representation or warranty is made or implied by the Joint Lead
Managers or any of their respective affiliates or the Fiscal Agent, and neither the Joint Lead Managers nor any
of their respective affiliates nor the Fiscal Agent makes any representation or warranty or accepts any
responsibility, as to the accuracy or completeness of the information contained or incorporated in this Offering
Circular or any other information provided by the Issuer in connection with the issue of the Notes.
Neither the Issuer nor any of the Joint Lead Managers nor the Fiscal Agent represents that this Offering
Circular may be lawfully distributed, or that the Notes may be offered, in compliance with any applicable
registration or other requirements in any jurisdiction, or pursuant to an exemption available thereunder, or
assumes any responsibility for facilitating any such distribution or offering. The distribution of this Offering
Circular and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this Offering Circular comes are required by the Issuer and the Joint Lead
Managers to inform themselves about and to observe any such restrictions. For a description of certain

2

restrictions on offers, sales and deliveries of the Notes and on the distribution of this Offering Circular and other
offering material relating to the Notes, see "Subscription and Sale". This Offering Circular may not be used for
the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such an offer or solicitation.
The Notes may not be a suitable investment for all investors. Each potential investor of the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential investor
should consider, either on its own or with the help of its financial and other professional advisors, whether it:
(a)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in this
Offering Circular or any applicable supplement to this Offering Circular including, but not limited to,
any taxation issues related to purchasing and/or holding the Notes;
(b)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact such investment wil have on
its overall investment portfolio;
(c)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal or interest payments, i.e. U.S. dollars, is different from the
currency in which such potential investor's financial activities are principal y denominated;
(d)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
indices and financial markets; and
(e)
is 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.
Legal investment considerations may restrict certain investments. 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 (i) the Notes are
legal investments for it, (i ) the Notes can be used as collateral for various types of borrowing and (ii ) 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 the Notes under any applicable
risk-based capital or similar rules.
In this Offering Circular, references to websites or uniform resource locators ("URLs") are inactive textual
references and are included for information purposes only. The contents of any such website or URL shal not
form part of, or be deemed to be incorporated into, this Offering Circular.
All references in this Offering Circular to "EUR", "euro" and "" refer to the currency introduced at the start of
the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the
European Union, as amended, references to "U.S. dollars", "USD", "U.S.$" and "$" refer to United States
dol ars and references to "SEK" or "Krona" refer to Swedish Krona.

3

TABLE OF CONTENTS
1
Overview of the Notes ...........................................................................................................................5
2
Risk Factors ........................................................................................................................................ 10
3
Information Incorporated by Reference .............................................................................................. 42
4
Terms and Conditions ......................................................................................................................... 43
5
Use of Proceeds ................................................................................................................................. 73
6
Summary of Provisions Relating to the Notes while in Global Form .................................................. 74
7
Swedbank ........................................................................................................................................... 77
8
Risk Management ............................................................................................................................... 86
9
Capital Management ........................................................................................................................... 92
10
Market Information .............................................................................................................................. 97
11
Description of the Shares ................................................................................................................... 98
12
Taxation ............................................................................................................................................ 102
13
Subscription and Sale ....................................................................................................................... 104
14
General Information .......................................................................................................................... 106
IN CONNECTION WITH THE ISSUE OF THE NOTES, HSBC BANK PLC AS THE STABILISATION
MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILISATION MANAGER) 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,
STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF
THE NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN
THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE AND 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE
CONDUCTED BY THE STABILISATION MANAGER (OR PERSONS ACTING ON BEHALF OF THE
STABILISATION MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

4

1
Overview of the Notes
The fol owing description of the Notes does not purport to be complete and is qualified in its entirety by the
remainder of the Offering Circular. Words and expressions defined in "Terms and Conditions of the Notes"
below or elsewhere in this Offering Circular shall have the same meanings in this description of key features of
the Notes. References to a numbered "Condition" shal be to the relevant Condition in the Terms and
Conditions of the Notes.
Issuer:
Swedbank AB (publ)
Sole Structuring Adviser:
HSBC Bank plc
Joint Lead Managers:
BNP Paribas, Citigroup Global Markets Limited, HSBC Bank plc, J.P.
Morgan Securities plc, Swedbank AB (publ) and UBS Limited
Fiscal Agent:
Citibank, N.A., London Branch
Paying Agent:
Citibank, N.A., London Branch
Paying and Conversion Agent:
Citibank, N.A., London Branch
Issue Date:
16 December 2016
First Call Date:
17 March 2022
Maturity:
The Notes are perpetual securities and have no fixed date for
redemption. The Issuer may only redeem the Notes in the
circumstances described herein.
Issue Price:
100.00 per cent.
Status:
Unless previously converted into Conversion Shares pursuant to
Condition 5 (Loss Absorption Mechanism), the Notes will constitute
direct, unsecured and subordinated debt obligations of the Issuer and
will further entail an obligation for the Noteholders to have their Notes
converted into Ordinary Shares as set forth in Chapter 15 of the
Swedish Companies Act (Sw: aktiebolagslagen (2005:551) and in the
Terms and Conditions of the Notes.
In the event of the voluntary or involuntary liquidation (Sw: likvidation)
or bankruptcy (Sw: konkurs) of the Issuer, the rights and claims (if any)
of the Noteholders in respect of or arising from the Notes (including
any accrued but uncancelled interest or damages awarded for breach
of any obligations under the Terms and Conditions of the Notes, if any
are payable) shall rank:
(A)
junior in right of payments to the payment of any present or
future claims of (a) depositors of the Issuer, (b) other
unsubordinated creditors of the Issuer, and (c) subordinated
creditors of the Issuer in respect of Subordinated
Indebtedness other than Parity Securities and Junior
Securities which comprise Subordinated Indebtedness;
(B)
pari passu without any preference among themselves;

5

(C)
at least pari passu with payments to holders of present or
future outstanding Parity Securities; and
(D)
in priority to payments to holders of present or future
outstanding Junior Securities.
Interest and Interest Payment Dates:
The Notes will bear interest, payable semi-annual y in arrear on 17
March and 17 September in each year, at the relevant Rate of
Interest. There will be a short first interest period. The first payment of
interest wil be made on 17 March 2017 in respect of the period from
(and including) the Issue Date to (but excluding) 17 March 2017.
The Rate of Interest wil reset on the First Call Date and on each
Reset Date thereafter. See Condition 3 (Interest).
Interest Cancel ation:
Interest on the Notes wil be due and payable only at the sole and
absolute discretion of the Issuer, and the Issuer shall have sole and
absolute discretion at al times to cancel (in whole or in part) any
interest payment that would otherwise be payable on any Interest
Payment Date. If the Issuer does not make an interest payment on the
relevant Interest Payment Date (or if the Issuer elects to make a
payment of a portion, but not all, of such interest payment), such non-
payment shal evidence the Issuer's exercise of its discretion to cancel
such interest payment (or the portion of such interest payment not
paid), and accordingly such interest payment (or the portion thereof
not paid) shall not be due and payable. The Issuer will also be obliged
to cancel interest in certain circumstances. See Condition 4 (Interest
Cancellation).
Optional Redemption by the Issuer on Subject to Condition 6(e) (Conditions to Redemption), Condition 6(f)
the First Cal Date or any Reset Date (Notice for redemption) and Condition 6(g) (Trigger Event), the Issuer
thereafter:
may, at its option, redeem the Notes, in whole but not in part, on any
Optional Redemption Date at their principal amount, together with
accrued but unpaid interest (which excludes any interest cancelled or
deemed to be cancelled in accordance with Condition 4 (Interest
Cancellation)).
Optional Redemption by the Issuer Subject to Condition 6(e) (Conditions to Redemption), Condition 6(f)
upon the Occurrence of a Tax Event (Notice for redemption) and Condition 6(g) (Trigger Event), upon the
or a Capital Event:
occurrence of a Tax Event or a Capital Event, the Issuer may, at its
option, at any time redeem the Notes, in whole but not in part, at their
principal amount, together with accrued interest (which excludes any
interest cancelled or deemed to be cancelled in accordance with
Condition 4 (Interest Cancel ation)).
Loss absorption:
If a Trigger Event occurs at any time, an Automatic Conversion will be
deemed to have occurred at such time, and the Notes wil be
converted into Conversion Shares at the Conversion Price as
described in Condition 5 (Loss Absorption Mechanism).
Following any such Automatic Conversion:
(A)
the principal amount of the Notes will be written down to zero
and, accordingly, the principal amount of the Notes shal
equal zero at al times thereafter;

6

(B)
any interest in respect of an Interest Period ending on any
Interest Payment Date falling on or after the Conversion
Date shal be automatically cancelled and shal not be due
and payable;
(C)
no Noteholder will have any rights against the Issuer with
respect to the repayment of the principal amount of the
Notes or the payment of interest or any other amount on or
in respect of such Notes, which obligations and liabilities of
the Issuer shal be irrevocably and automatically released;
and
(D)
subject to the last paragraph of Condition 5(d) (Settlement
Procedure), the Issuer's only obligations and liabilities under
the Notes shal be an obligation to deliver Conversion
Shares to the Settlement Shares Depositary on behalf of the
Noteholders on the Registration Date in accordance with
Condition 5 (Loss Absorption Mechanism).
See Condition 5 (Loss Absorption Mechanism).
Conversion Price:
The Conversion Price wil be, if the Ordinary Shares are:
(a)
then admitted to trading on a Relevant Stock Exchange, the
greater of:
(i)
the Current Market Price of an Ordinary Share on
the Conversion Date converted into USD at the
then Prevailing Exchange Rate; and
(i )
the Floor Price on the Conversion Date; or
(b)
not then admitted to trading on a Relevant Stock Exchange,
the Floor Price on the Conversion Date.
The Floor Price is set at U.S.$15.70 and is subject to adjustment
thereafter in accordance with Condition 5(g) (Adjustment of Floor
Price), provided that the Floor Price shal not be less than the quota
value (Sw: kvotvärde) of the Ordinary Shares immediately prior to the
Automatic Conversion translated into USD at the then Prevailing
Exchange Rate.
Settlement Procedure:
Subject to the last paragraph of Condition 5(d) (Settlement
Procedure), the obligation of the Issuer to issue and deliver
Conversion Shares to a Noteholder shall be satisfied by the delivery of
the Conversion Shares in respect of the Note(s) of such Noteholder to
the Settlement Shares Depositary on the Registration Date.
See Condition 5(d) (Settlement Procedure).
Negative Pledge:
None
Cross Default:
None
Winding-up, Non-payment, Breach of Enforcement events and related remedies wil be limited to the

7

Obligations, Remedies:
occurrence of a Winding-up Event and to non-payment in the limited
circumstances described in Condition 10(b) (Non-payment). See

Condition 10 (Winding-Up, Non-payment, Breach of Obligations,
Remedies). An Automatic Conversion shal not constitute an
enforcement event, as described in Condition 10 (Winding-Up, Non-
payment, Breach of Obligations, Remedies) or a breach of the Issuer's
obligations under the Terms and Conditions of the Notes or a failure to
perform in any matter whatsoever and shall not entitle Noteholders to
petition for the insolvency or dissolution of the Issuer or otherwise.
Meetings
of
Noteholders
and The Notes and the Agency Agreement contain provisions for calling
Modifications:
meetings of Noteholders to consider matters affecting their interests
generally. These provisions permit defined majorities to bind al
Noteholders including Noteholders who did not attend and vote at the
relevant meeting and Noteholders who voted in a manner contrary to
the majority.
Taxation:
Payments in respect of Notes wil be made without withholding or
deduction for, or on account of, any present or future taxes, duties,
assessments or governmental charges of whatever nature imposed or
levied by or on behalf of the Kingdom of Sweden or any political
subdivision thereof or any authority or agency therein or thereof
having power to tax, unless the withholding or deduction of such
taxes, duties, assessments or governmental charges is required by
law. In that event, the Issuer shal ((i) subject to the exceptions set out
in Condition 9 (Taxation) and (i ) to the extent such payment can be
made out of Distributable Items which are available mutatis mutandis
in accordance with Condition 4(b) (Restriction on Interest Payments))
pay in respect of payments of interest (but not principal or any other
amount) such additional amounts as will result in the Noteholders
receiving such amounts as they would have received in respect of
such Notes or Coupons had no such withholding or deduction been
required.
Form of the Notes:
The Notes wil be issued in bearer form and will initially be in the form
of the Temporary Global Note, without Coupons, which wil be
deposited on or around the Issue Date with a common depositary for
Euroclear and Clearstream, Luxembourg. Interests in the Temporary
Global Note will be exchangeable for interests in the Permanent
Global Note, without Coupons, on or after the Exchange Date, upon
certification as to non-U.S. beneficial ownership. Interests in the
Permanent Global Note wil be exchangeable for Definitive Notes only
in certain limited circumstances in accordance with the terms of the
Permanent Global Note. See "Summary of Provisions relating to the
Notes while in Global Form" below.
Substitution or Variation:
If at any time a Capital Event or a Tax Event occurs, the Issuer may
either substitute al (but not some only) of the Notes or vary the terms
of the Notes, without any requirement for the consent or approval of
the Noteholders, so that they remain or become Qualifying Additional
Tier 1 Securities. See Condition 15 (Substitution or Variation instead of
Redemption).
Denominations:
The Notes wil be issued in the denominations of U.S.$200,000.

8

Listing and Admission to Trading:
Application has been made to the Irish Stock Exchange for the Notes
to be admitted to the Official List and trading on the Global Exchange
Market of the Irish Stock Exchange.
Irish Listing Agent:
Arthur Cox Listing Services Limited
Governing Law:
The Notes and any non-contractual obligations arising out of or in
connection with the Notes will be governed by English law, except that
the provisions of Condition 2 (Status) and all non-contractual
obligations arising out of or in connection with Condition 2 (Status), the
conversion (if any) of the Notes into Conversion Shares and any
Compulsory Acquisition Proceedings will be governed by, and shal be
construed in accordance with, the laws of Sweden.
Enforcement of the Notes in Global In the case of Global Notes, individual investors' rights against the
Form:
Issuer will be governed by a Deed of Covenant to be dated 16
December 2016, a copy of which wil be available for inspection at the
specified office of the Fiscal Agent.
Selling Restrictions:
There are certain restrictions on offers, sales and deliveries of Notes
and on the distribution of offering materials in the United States of
America, the United Kingdom and Canada, see "Subscription and
Sale".

9