Obligation Landsbanki 0% ( XS1635439828 ) en SEK

Landsbanki

100 % ▲

Suede

XS1635439828 ( en SEK )

20/06/2019 - Obligation échue

Prospectus brochure de l'obligation Landshypotek Bank XS1635439828 en SEK 0%, échue

1 000 000 SEK

500 000 000 SEK

Landshypotek Bank est une banque suédoise spécialisée dans les prêts hypothécaires et les services financiers aux secteurs agricole et forestier, ainsi qu'aux particuliers et aux entreprises.

L'Obligation émise par Landsbanki ( Suede ) , en SEK, avec le code ISIN XS1635439828, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/06/2019

LANDSHYPOTEK BANK AB (publ)
(incorporated with limited liability in the Kingdom of Sweden)
10,000,000,000
Euro Medium Term Note and S.O. Bond Programme
________________________________________
Under this 10,000,000,000 Euro Medium Term Note and S.O. Bond Programme (the Programme), Landshypotek Bank AB (publ) (the Issuer) may
from time to time issue Euro medium term notes (the Notes) and covered bonds issued in accordance with the Swedish Act on Issuance of Covered
Bonds (as defined below) (the S.O. Bonds) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below).
The Notes and S.O. Bonds may be issued (i) in bearer form or (ii) in registered, uncertificated and dematerialised book-entry form (a) registered in
accordance with section 3-1 of the Norwegian Securities Depository Act of 15 March 2019 no. 6 in a Securities Depository approved or acknowledged
under the EU central securities depositories (CSD) regulation (Regulation (EU) No 909/2014 of 23 July 2014 on improving securities settlement in the
European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012) which
unless otherwise specified in the Final Terms will be, the Verdipapirsentralen ASA (respectively, the VPS and the VPS Notes or VPS S.O. Bonds, as
the case may be) or (b) cleared through the Swedish Central Securities Depositary and Clearing Organisation Euroclear Sweden AB (respectively,
Euroclear Sweden and the Swedish Notes or Swedish S.O. Bonds, as the case may be). The Notes may be issued on a senior preferred basis (Senior
Preferred Notes), on a senior non-preferred basis (Senior Non-Preferred Notes) or on a subordinated basis (Subordinated Notes), as specified in the
applicable Final Terms (or Pricing Supplement, in the case of Exempt Notes).
The maximum aggregate nominal amount of all Notes and S.O. Bonds from time to time outstanding under the Programme will not exceed
10,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement (as defined under "Subscription and Sale")),
subject to increase as described therein.
The Notes and S.O. Bonds may be issued on a continuing basis to the Initial Dealers specified under "Description of the Programme" and any additional
Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a
specific issue or on an ongoing basis. References in this offering circular (the Offering Circular) to the relevant Dealer shall, in the case of an issue
of Notes or S.O. Bonds being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes or S.O. Bonds.
An investment in Notes or S.O. Bonds issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
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 16 July 2019 on prospectuses for securities (the Prospectus Act 2019) and for the purposes of Article 8 of Regulation (EU)
2017/1129 of the European Parliament and of the Council (the EU Prospectus Regulation) to approve this document as a base prospectus. On the
approval of this document as a base prospectus by the CSSF, notification of such approval will be made to the Swedish Financial Supervisory Authority
(Finansinspektionen) (the SFSA) in its capacity as the competent authority of Sweden for the purposes of the EU Prospectus Regulation. The Offering
Circular has been approved by the CSSF as competent authority under the EU Prospectus Regulation and the CSSF only approves this Offering Circular
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 that is the subject of this Offering Circular nor an endorsement of the quality of the Notes that are the subject
of this Offering Circular. Investors should make their own assessment as to the suitability of investing in any such Notes or S.O. Bonds. The CSSF
assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Offering Circular or the quality or solvency
of the Issuer in accordance with Article 6(4) of the Prospectus Act 2019. Application has also been made to the Luxembourg Stock Exchange for Notes
and S.O. Bonds issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the
Official List of the Luxembourg Stock Exchange. References in this Offering Circular to Notes or S.O. Bonds being listed (and all related references)
shall mean that such Notes or S.O. Bonds have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted
to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of
Directive 2014/65/EU on markets in financial instruments (as amended, MiFID II).
The requirement to publish a prospectus under the EU Prospectus Regulation only applies to Notes or S.O. Bonds which are to be admitted to trading
on a regulated market in the European Economic Area (the EEA) and/or offered to the public in the European Economic Area other than in
circumstances where an exemption is available under Article 3 of the EU Prospectus Regulation. References in this Offering Circular to Exempt
Notes/S.O. Bonds are to Notes (Exempt Notes) and/or S.O. Bonds (Exempt S.O. Bonds) for which no prospectus is required to be published under
the EU Prospectus Regulation. The CSSF has neither approved nor reviewed any information contained in this Offering Circular in connection with
Exempt Notes/S.O. Bonds.
In respect of any Tranche (as defined herein) of Notes or S.O. Bonds issued under the Programme, notice of the aggregate nominal amount of such
Notes or S.O. Bonds, interest (if any) payable in respect of such Notes or S.O. Bonds, the issue price of such Notes or S.O. Bonds and certain other
information which is applicable to such Tranche will (other than in the case of Exempt Notes/S.O. Bonds) be set out in a final terms document (the
Final Terms) which will be filed with the CSSF and the Luxembourg Stock Exchange. Final Terms relating to Notes and S.O. Bonds to be listed on
the Luxembourg Stock Exchange will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). In respect of any Tranche of
Exempt Notes/S.O. Bonds, notice of the aggregate nominal amount of such Notes or S.O. Bonds, interest (if any) payable in respect of such Notes or
S.O. Bonds, the issue price of such Notes or S.O. Bonds and certain other information which is applicable to such Tranche will be set out in a pricing
supplement document (the Pricing Supplement).
The Programme provides that Notes and S.O. Bonds may be listed or admitted to trading, as the case may be, on such other or further stock exchanges
or markets (including, without limitation, Nasdaq Stockholm (operated by Nasdaq Stockholm AB)) as may be agreed between the Issuer and the relevant
Dealer. The Issuer may also issue unlisted Notes and unlisted S.O. Bonds and/or Notes and S.O. Bonds not admitted to trading on any markets.
This Offering Circular shall remain valid for a period of 12 months after its approval until 7 May 2022 for admissions to trading on a regulated market,
provided that it is completed by any supplement required pursuant to the EU Prospectus Regulation. The obligation to supplement a prospectus in the
event of significant new factors, material mistakes or material inaccuracies does not apply when a prospectus is no longer valid.
As at the date of this Offering Circular, the long-term/short-term ratings of the Issuer are A/F1 by Fitch Ratings Ireland Limited (Fitch) and A/A-1 by
S&P Global Ratings Europe Limited (S&P). The Programme has the following ratings from S&P: A (Senior Preferred Notes and Senior Preferred VPS
Notes with a maturity of one year or more); A-1 (Senior Preferred Notes and Senior Preferred VPS Notes with a maturity of less than one year); BBB+

(Senior Non-Preferred Notes and Senior Non-Preferred VPS Notes); BBB (Subordinated Notes and Subordinated VPS Notes); and AAA/Stable/A-1+
(senior secured S.O. Bonds and VPS S.O. Bonds with a maturity of one year or more). Please refer to the "General Information" section herein for an
explanation of these ratings. Both Fitch and S&P are established in the European Union (the EU), have been registered under Regulation (EC) No
1060/2009 (as amended, the EU CRA Regulation) and are included in the list of credit rating agencies published by the European Securities and
Markets Authority (ESMA) on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the EU CRA
Regulation. Neither S&P or Fitch are established in the United Kingdom, nor registered under Regulation (EC) No 1060/2009 as it forms part of United
Kingdom domestic law by virtue of the European (Withdrawal) Act 2018 (the EUWA) and the regulations made under the EUWA (the UK CRA
Regulation). Fitch Ratings Ltd currently endorses the international credit ratings published by Fitch and S&P Global Ratings UK Limited currently
endorses credit ratings issued by S&P for regulatory purposes in the United Kingdom in accordance with the UK CRA Regulation. Each of Fitch
Ratings Ltd and S&P Global Ratings UK Limited are established in the United Kingdom, have been registered under the UK CRA Regulation and are
included in the list of credit rating agencies published by the Financial Conduct Authority (the FCA) on its website
(https://www.fca.org.uk/markets/credit-rating-agencies/registered-certified-cras) in accordance with the UK CRA Regulation. There can be no
assurance that Fitch Ratings Ltd will continue to endorse credit ratings issued by Fitch and S&P Global Ratings UK Limited will continue to endorse
credit ratings issued by S&P.
Notes and S.O. Bonds issued pursuant to the Programme may be rated or unrated. Where a Tranche of Notes or S.O. Bonds is rated, such rating will be
specified in the applicable Final Terms (or Pricing Supplement, in the case of Exempt Notes/S.O. Bonds). The rating of any Tranche of Notes or S.O.
Bonds will not necessarily be the same as the rating assigned to the Programme by the relevant rating agency. A 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.
________________________________________
Arranger
Swedbank
Initial Dealers
Handelsbanken Capital Markets
Nordea
SEB
Danske Bank
DNB
Swedbank
The date of this Offering Circular is 7 May 2021.
2

IMPORTANT INFORMATION
This Offering Circular comprises a base prospectus in respect of all Notes and S.O. Bonds other than
Exempt Notes/S.O. Bonds issued under the Programme for the purposes of Article 8 of the EU Prospectus
Regulation.
The Issuer accepts responsibility for the information contained in this Offering Circular and the Final
Terms or Pricing Supplement, as the case may be, for each Tranche of Notes and S.O. Bonds issued under
the Programme. To the best of the knowledge of the Issuer, the information contained in this Offering
Circular is in accordance with the facts and the Offering Circular makes no omission likely to affect its
import.
This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference"). This Offering Circular shall be read and
construed on the basis that such documents are incorporated and form part of this Offering Circular.
No representation, warranty or undertaking, express or implied, is made and no responsibility or liability
is accepted by any of the Dealers 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 Programme or any Notes or S.O. Bonds. No Dealer accepts any liability in relation to the information
contained or incorporated by reference in this Offering Circular or any other information provided by the
Issuer in connection with the Programme or any Notes or S.O. Bonds.
No person is or has been authorised by the Issuer to give any information or to make any representation
not contained in or not consistent with this Offering Circular or any other information supplied in
connection with the Programme or the Notes and the S.O. Bonds 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.
Neither this Offering Circular nor any other information supplied in connection with the Programme or
any Notes or S.O. Bonds (i) is intended to provide the basis of any credit or other evaluation or (ii) should
be considered as a recommendation by the Issuer or any of the Dealers that any recipient of this Offering
Circular or any other information supplied in connection with the Programme or any Notes or S.O. Bonds
should purchase any Notes or S.O. Bonds. Each investor contemplating purchasing any Notes or S.O. Bonds
should make its own independent investigation of the financial condition and affairs, and its own appraisal
of the creditworthiness, of the Issuer. Neither this Offering Circular nor any other information supplied in
connection with the Programme or the issue of any Notes or S.O. Bonds constitutes an offer or invitation
by or on behalf of the Issuer or any of the Dealers to any person to subscribe for or to purchase any Notes
or S.O. Bonds.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes or S.O. Bonds
shall in any circumstances imply that the information contained herein concerning the Issuer is correct at
any time subsequent to the date hereof or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date indicated in the document containing the same.
The Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the
life of the Programme or to advise any investor in the Notes or S.O. Bonds of any information coming to
their attention. Investors should review, inter alia, the most recently published financial statements of the
Issuer incorporated by reference into this Offering Circular when deciding whether or not to purchase any
Notes or S.O. Bonds.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS OFFERING CIRCULAR AND
OFFERS OF NOTES AND S.O. BONDS GENERALLY
The Notes and S.O. Bonds 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
3

exceptions, Notes and S.O. Bonds may not be offered, sold or delivered within the United States or to U.S.
persons (see "Subscription and Sale" below).
Notes or S.O. Bonds denominated in Norwegian Kroner may not be offered, sold or delivered in Norway to
or for the benefit of persons domiciled in Norway, unless in compliance with the regulations relating to the
offer of VPS Notes or VPS S.O. Bonds and the registration of VPS Notes or VPS S.O. Bonds in the VPS.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes or
S.O. Bonds in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Offering Circular and the offer or sale of Notes and S.O. Bonds may
be restricted by law in certain jurisdictions. The Issuer and the Dealers do not represent that this Offering
Circular may be lawfully distributed, or that any Notes or S.O. Bonds may be lawfully offered, in
compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to
an exemption available thereunder, or assume any responsibility for facilitating any such distribution or
offering. In particular, no action has been taken by the Issuer or any of the Dealers which would permit a
public offering of any Notes or S.O. Bonds or distribution of this document in any jurisdiction where action
for that purpose is required. Accordingly, no Notes or S.O. Bonds may be offered or sold, directly or
indirectly, and neither this Offering Circular nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance with
any applicable laws and regulations. Persons into whose possession this Offering Circular or any Notes or
S.O. Bonds may come must inform themselves about, and observe, any such restrictions on the distribution
of this Offering Circular and the offering and sale of Notes or S.O. Bonds. In particular, there are
restrictions on the distribution of this Offering Circular and the offer or sale of Notes and S.O. Bonds in
the United States, the European Economic Area (including Sweden and Norway), the United Kingdom and
Japan, see "Subscription and Sale".
The Notes or S.O. Bonds may not be a suitable investment for all investors. Each potential investor in the
Notes or S.O. Bonds 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 advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes or S.O.
Bonds, the merits and risks of investing in the Notes or S.O. Bonds and the information contained
or incorporated by reference in this Offering Circular or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes or S.O. Bonds and the impact the Notes
or S.O. Bonds will have on its overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes
or S.O. Bonds, including Notes or S.O. Bonds where the currency for principal or interest payments
is different from currency in which such investor's financial activities are principally denominated;
(iv)
understands thoroughly the terms of the Notes or S.O. Bonds and is familiar with the behaviour of
financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect
its investment and its ability to bear the applicable risks.
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 (1) Notes and S.O. Bonds are legal investments for it, (2) Notes and S.O. Bonds can be used as
collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any
Notes and S.O. Bonds. Financial institutions should consult their legal advisers or the appropriate
regulators to determine the appropriate treatment of Notes and S.O. Bonds under any applicable risk-
based capital or similar rules.
IMPORTANT PROHIBITION OF SALES TO EUROPEAN ECONOMIC AREA RETAIL
INVESTORS
If the applicable Final Terms (or Pricing Supplement, in the case of Exempt Notes/S.O. Bonds) includes a
4

legend entitled "Prohibition of Sales to European Economic Area Retail Investors", the Notes or S.O. Bonds
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area (the EEA). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the
Insurance Distribution Directive), where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the EU Prospectus
Regulation. Consequently, no key information document required by Regulation (EU) No. 1286/2014 (as
amended, the EU PRIIPs Regulation) for offering or selling the Notes or S.O. Bonds or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes
or S.O. Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under
the EU PRIIPs Regulation.
IMPORTANT PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS
If the applicable Final Terms (or Pricing Supplement, in the case of Exempt Notes/S.O. Bonds) includes a
legend entitled "Prohibition of Sales to United Kingdom Retail Investors", the Notes or S.O. Bonds are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the United Kingdom (the UK). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act
2018 (the EUWA) and the regulations made under the EUWA; or (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act 2000 (as amended, the FSMA) and any rules or
regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of UK domestic law by virtue of the EUWA and the regulations made under the EUWA; or (iii)
not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic
law by virtue of the EUWA and the regulations made under the EUWA (the UK Prospectus Regulation).
Consequently, no key information document required by Regulation (EU) No. 1286/2014 as it forms part
of UK domestic law by virtue of the EUWA and the regulations made under the EUWA (the UK PRIIPs
Regulation) for offering or selling the Notes or S.O. Bonds or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Notes or S.O. Bonds or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Tranche of Notes or S.O. Bonds (or Pricing Supplement, in the case of
any Tranche of Exempt Notes/S.O. Bonds) may include a legend entitled "MiFID II Product Governance"
which will outline the target market assessment in respect of the Notes or S.O. Bonds and which channels
for distribution of the Notes or S.O. Bonds are appropriate. Any person subsequently offering, selling or
recommending the Notes or S.O. Bonds (a distributor) should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes or S.O. Bonds (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made at the time of each issue whether, for the purposes of the MiFID II Product
Governance rules under Commission Delegated Directive (EU) 2017/593 (as amended, the MiFID II
Product Governance Rules), any Dealer subscribing for any Notes or S.O. Bonds is a manufacturer in
respect of such Notes or S.O. Bonds, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the MiFID II Product Governance Rules.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Tranche of Notes or S.O. Bonds (or Pricing Supplement, in the case of
Exempt Notes/S.O. Bonds) may include a legend entitled "UK MiFIR Product Governance" which will
outline the target market assessment in respect of the Notes or S.O. Bonds and which channels for
distribution of the Notes or S.O. Bonds are appropriate. Any person subsequently offering, selling or
recommending the Notes or S.O. Bonds (a UK distributor) should take into consideration the target market
assessment; however, a UK distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own
target market assessment in respect of the Notes or S.O. Bonds (by either adopting or refining the target
5

market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes or S.O. Bonds is a manufacturer in
respect of such Notes or S.O. Bonds, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules.
BENCHMARKS REGULATION
Amounts payable under the Notes or S.O. Bonds may be calculated by reference to EURIBOR, STIBOR
or NIBOR (each as defined in the Terms and Conditions of the Notes and S.O. Bonds), as specified in the
applicable Final Terms (or Pricing Supplement, in the case of Exempt Notes/S.O. Bonds), which are
provided by the European Money Markets Institute (EMMI) (in the case of EURIBOR), the Swedish
Financial Benchmark Facility (the SFBF) (in the case of STIBOR) and Norske Finansielle Referanser AS
(NoRe) (in the case of NIBOR). As at the date of this Offering Circular, EMMI (as administrator of
EURIBOR) and NoRe (as administrator of NIBOR) are included on the register of administrators and
benchmarks established and maintained by ESMA pursuant to Article 36 of Regulation (EU) 2016/1011 on
indices used as benchmarks in financial instruments and financial contracts or to measure the performance
of investment funds (as amended, the EU Benchmarks Regulation). As at the date of this Offering Circular,
the SFBF does not appear on the register of administrators and benchmarks established and maintained
by ESMA pursuant to Article 36 of the EU Benchmarks Regulation and the EMMI, SFBF and NoRe do
not appear on the register of administrators and benchmarks established and maintained by the FCA under
Article 36 of Regulation (EU) 2016/1011 as it forms part of United Kingdom domestic law by virtue of the
EUWA and the regulations made under the EUWA (the UK Benchmarks Regulation). As far as the Issuer
is aware, the transitional provisions in Article 51 of the EU Benchmarks Regulation apply, such that the
SFBF is not currently required to obtain authorisation or registration (or, if located outside the European
Union, recognition, endorsement or equivalence) under the EU Benchmarks Regulation and the
transitional provisions in Article 51 of the UK Benchmarks Regulation apply, such that EMMI, SFBF and
NoRe are not currently required to obtain authorisation or registration (or, if located outside the United
Kingdom, recognition, endorsement or equivalence) under the UK Benchmarks Regulation.
PRESENTATION OF INFORMATION
All references in this document to U.S. dollars, U.S.$ and $ refer to United States dollars, to Swedish krona
and to SEK refer to the currency of the Kingdom of Sweden (Sweden) and to NOK or Norwegian Kroner
refer to the currency of the Kingdom of Norway (Norway). In addition, all references to Sterling and £ refer
to pounds sterling and to 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.
ALTERNATIVE PERFORMANCE MEASURES
Certain alternative performance measures (as defined in the ESMA Guidelines on Alternative Performance
Measures) (Alternative Performance Measures or APMs) are included in this Offering Circular. See
"General Information - Alternative Performance Measures" below for more information.
STABILISATION
In connection with the issue of any Tranche of Notes or S.O. Bonds, the Dealer or Dealers (if any) named
as the Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) may over-
allot Notes or S.O. Bonds or effect transactions with a view to supporting the market price of the Notes or
S.O. Bonds 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 relevant Tranche of Notes or S.O. Bonds 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 of the relevant
Tranche of Notes or S.O. Bonds and 60 days after the date of the allotment of the relevant Tranche of Notes
or S.O. Bonds. Any stabilisation action of over-allotment must be conducted by the relevant Stabilisation
Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable
laws and rules.
6

USE OF WEBSITES
Any references to websites or uniform resource locators (URLs) in this Offering Circular, except for
websites where information incorporated by reference in this Offering Circular may be accessed, are
included for information purposes only. The contents of any such website or URL shall not form part of,
or be deemed to be incorporated into, this Offering Circular and has not been scrutinised or approved by
the competent authority.
7

TABLE OF CONTENTS
Page
DESCRIPTION OF THE PROGRAMME ........................................................................................................... 9
RISK FACTORS ................................................................................................................................................ 17
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................... 43
FORM OF THE NOTES .................................................................................................................................... 46
FORM OF THE S.O. BONDS ........................................................................................................................... 49
FORM OF FINAL TERMS ................................................................................................................................ 52
FORM OF PRICING SUPPLEMENT ............................................................................................................... 70
TERMS AND CONDITIONS OF THE NOTES ............................................................................................... 87
TERMS AND CONDITIONS OF THE VPS NOTES ..................................................................................... 125
TERMS AND CONDITIONS OF THE S.O. BONDS ..................................................................................... 158
TERMS AND CONDITIONS OF THE VPS S.O. BONDS ............................................................................ 185
MEETINGS OF HOLDERS OF SWEDISH NOTES AND SWEDISH S.O. BONDS ................................... 209
OVERVIEW OF THE SWEDISH LEGISLATION REGARDING COVERED BONDS .............................. 213
USE OF PROCEEDS ....................................................................................................................................... 218
INFORMATION RELATING TO THE ISSUER ............................................................................................ 219
BOARD OF DIRECTORS AND MANAGEMENT ........................................................................................ 223
TAXATION ..................................................................................................................................................... 225
SUBSCRIPTION AND SALE ......................................................................................................................... 227
GENERAL INFORMATION ........................................................................................................................... 231
8

DESCRIPTION OF THE PROGRAMME
The following description is an overview and does not purport to be complete and is taken from, and is qualified
in its entirety by, the remainder of this Offering Circular and, in relation to the terms and conditions of any
particular Tranche of Notes or S.O. Bonds, the applicable Final Terms (or, in the case of Exempt Notes/S.O.
Bonds, the applicable Pricing Supplement). Words and expressions defined in "Form of the Notes" and "Form of
the S.O. Bonds", "Terms and Conditions of the Notes", "Terms and Conditions of the VPS Notes", "Terms and
Conditions of the S.O. Bonds" and "Terms and Conditions of the VPS S.O. Bonds" below shall have the same
meanings in this overview. This Description of the Programme constitutes a general description of the Programme
for the purposes of Article 25 of Commission Delegated Regulation (EU) 2019/980.
Issuer:
Landshypotek Bank AB (publ).
Legal entity identifier (LEI):
5493004WUGGU2BQI7F14.
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under Notes and S.O. Bonds issued under the Programme.
In addition, there are certain factors which are material for the purpose
of assessing the risks associated with the terms, structure and features
of any Tranche of Notes or S.O. Bonds issued under the Programme.
These are set out under "Risk Factors" below.
Description:
Euro Medium Term Note and S.O. Bond Programme.
Arranger:
Swedbank AB (publ).
Initial Dealers:
Svenska Handelsbanken AB (publ).
Nordea Bank Abp.
Skandinaviska Enskilda Banken AB (publ).
Danske Bank A/S.
DNB Bank ASA, filial Sverige.
Swedbank AB (publ).
Dealers:
The Initial Dealers and any other Dealers appointed in accordance
with the Programme Agreement.
Status of the Notes:
Senior Preferred Notes will constitute direct, unconditional,
unsubordinated and unsecured obligations of the Issuer and will rank
pari passu among themselves and (save for certain obligations
required to be preferred by law) equally with all other unsecured
obligations (other than subordinated obligations and Senior Non-
Preferred Liabilities, if any) of the Issuer, from time to time
outstanding.
Senior Non-Preferred Notes will constitute unsubordinated and
unsecured obligations with Senior Non-Preferred Ranking of the
Issuer. In the event of the voluntary or involuntary liquidation
(likvidation) or bankruptcy (konkurs) of the Issuer, the claims of
holders of Senior Non-Preferred Notes shall rank: (i) pari passu
without any preference among themselves; (ii) pari passu with the
rights of holders of all other Senior Non-Preferred Liabilities of the
Issuer; (iii) senior to the rights of holders of any subordinated
obligation of the Issuer, including any subordinated obligation of the
Issuer which constitutes, or would but for any applicable limitation
on the amount of such capital constitute, Tier 2 Capital or any
subordinated obligation of the Issuer which constitutes an Additional
Tier 1 Instrument, which by law rank, or by their terms are expressed
to rank, junior to the Senior Non-Preferred Liabilities of the Issuer;
(iv) in priority to payments to holders of all classes of share capital
(including preference shares (if any)) of the Issuer in their capacity as
such holders; and (v) junior in right of payment to any present or
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future claims of (a) depositors of the Issuer, and (b) other
unsubordinated creditors of the Issuer (including holders of Senior
Preferred Notes) that are not creditors in respect of Senior Non-
Preferred Liabilities of the Issuer.
Subordinated Notes will constitute subordinated and unsecured
obligations of the Issuer. In the event of the voluntary or involuntary
liquidation (likvidation) or bankruptcy (konkurs) of the Issuer, the
claims of holders of Subordinated Notes shall be subordinated to the
claims of other creditors to the extent described in Condition 2(c) of
each of the Terms and Conditions of the Notes and the Terms and
Conditions of the VPS Notes.
Waiver of Set-Off:
No Noteholder, who in the event of the voluntary or involuntary
liquidation (likvidation) or bankruptcy (konkurs) of the Issuer shall be
indebted to the Issuer, shall be entitled to exercise any right of set-off
or counterclaim against moneys owed by the Issuer in respect of the
Senior Non-Preferred Notes and the Subordinated Notes held by such
Noteholder.
Status of S.O. Bonds:
S.O. Bonds are issued on an unsubordinated basis and in accordance
with the Swedish Act (2003:1223) on Issuance of Covered Bonds
(lagen (2003:1223) om utgivning av säkerställda obligationer) (the
Swedish Act on Issuance of Covered Bonds). As such they have the
benefit of priority of claim to a cover pool of certain registered
eligible assets upon bankruptcy of the Issuer. See also "Overview of
the Swedish Legislation Regarding Covered Bonds" on pages 213 to
217 below.
Certain Restrictions:
Each issue of Notes or S.O. Bonds 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").
Issuing and Principal Paying Agent: Deutsche Bank AG, London Branch.
Swedish Issuing Agent:
For any Series of Notes or S.O. Bonds which are Swedish Notes or
Swedish S.O. Bonds, the Issuer will appoint an issuing agent
(administrerande institut), specifically authorised by Euroclear
Sweden, to process and register issues in Euroclear Sweden, in
connection with the issue of such Series of Swedish Notes or Swedish
S.O. Bonds (as applicable), as specified in the applicable Final Terms.
VPS Agent:
DNB Bank ASA.
VPS Trustee:
Nordic Trustee AS.
Programme Size:
Up to 10,000,000,000 (or its equivalent in other currencies
calculated as described in the Programme Agreement) outstanding at
any time. The Issuer may increase the amount of the Programme in
accordance with the terms of the Programme Agreement.
Distribution:
Notes or S.O. Bonds may be distributed by way of private or public
placement and in each case on a syndicated or non-syndicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, any currency
agreed between the Issuer and the relevant Dealer.
Maturities:
Such maturities as may be agreed between the Issuer and the relevant
Dealer, subject to such minimum or maximum maturities as may be
10