Bond Svenska Exportkredit 0% ( XS1096443152 ) in EUR

Svenska Exportkredit

100 % ⇌

Sweden

XS1096443152 ( in EUR )

12/08/2019 - Bond has expired

Prospectus brochure of the bond Swedish Export Credit (SEK) XS1096443152 in EUR 0%, expired

100 000 EUR

30 000 000 EUR

Swedish Export Credit (SEK) provides financing and insurance solutions to Swedish exporters and international buyers of Swedish goods and services, mitigating risks associated with international trade.

Swedish Export Credit (SEK) EUR-denominated bond, ISIN XS1096443152, with a 0% coupon, a ?30,000,000 total issuance size, a ?100,000 minimum trading size, and a maturity date of August 12, 2019, has matured and been repaid at 100%.

BASE PROSPECTUS

AB SVENSK EXPORTKREDIT
(SWEDISH EXPORT CREDIT CORPORATION)
(Incorporated in the Kingdom of Sweden with limited liability)
Unlimited Programme for the Continuous Issuance of Debt Instruments
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg
competent authority for the purpose of Article 5.4 of Directive 2003/71/EC, as amended (the "Prospectus Directive") and relevant implementing legislation in
Luxembourg (being article 7(1) of the Law of 10 July 2005 on the Prospectuses for Securities, as amended (the "Luxembourg Prospectus Law")), as a base
prospectus issued in compliance with the Prospectus Directive and relevant implementing legislation in Luxembourg for the purpose of giving information with
regard to the issue of instruments (the "Instruments") under the programme (the "Programme") during the period of twelve months after the date hereof. By
approving this Base Prospectus, the CSSF assumes no responsibility as to the economic and financial soundness of the transaction and the quality and solvency
of AB Svensk Exportkredit (Swedish Export Credit Corporation) ("SEK") in accordance with the provisions of article 7(7) of the Luxembourg Prospectus Law.
The CSSF has neither reviewed nor approved the information contained in this Base Prospectus in relation to any issuance of Instruments under this
Programme for which a prospectus is not required in accordance with the Prospectus Directive and for which a Pricing Supplement (as defined herein) is used.
Application has been made to the Luxembourg Stock Exchange for Instruments issued under this Base Prospectus to be admitted to trading on the regulated
market of the Luxembourg Stock Exchange which is a regulated market for the purposes of Directive 2004/39/ EC on markets in financial instruments (the
"MiFID Directive") and to be listed on the Official List of the Luxembourg Stock Exchange, during the period of twelve months after the date hereof.
Application has been made for Instruments issued under this Base Prospectus to be admitted during the period of twelve months after the date hereof to listing
on the Official List of the United Kingdom Financial Conduct Authority (the "FCA") and to trading on the Regulated Market of London Stock Exchange plc
(the "London Stock Exchange") which is a regulated market for the purposes of the MiFID Directive. The CSSF has been requested to provide the competent
authority (for the purposes of the Prospectus Directive) in Ireland, Sweden and the United Kingdom with a certificate of approval attesting that this Base
Prospectus has been drawn up in accordance with the Prospectus Directive. The Programme also permits Instruments to be issued on the basis that they will
not be admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or
quotation by such other or further listing authorities, stock exchanges and/or quotation systems as may be agreed with SEK. This Base Prospectus constitutes a
base prospectus for the purposes of Article 5.4 of the Prospectus Directive and supersedes the base prospectus dated 4 April 2013.
The Instruments have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the United States, and Instruments in bearer form are subject to U.S. tax law requirements.
Subject to certain exceptions, the Instruments may not be offered, sold or delivered to, or for the account or benefit of, U.S. persons or persons in the United
States or its possessions, as those terms are defined in the U.S. Internal Revenue Code.
The Instruments may be offered and sold (A) in bearer and registered form outside the United States to non-U.S. persons in reliance on Regulation S
("Regulation S") under the Securities Act and (B) in registered form to qualified institutional buyers (as defined in Rule 144A ("Rule 144A") under the
Securities Act) in reliance on Rule 144A. Prospective purchasers that are qualified institutional buyers ("QIBs") are hereby notified that sellers of the
Instruments may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and
certain further restrictions on offers, sales and transfers of Instruments, see 'Transfer Restrictions' and 'Plan of Distribution'.
SEK has been assigned a long-term debt rating of Aa1 from Moody's Investors Service Ltd ("Moody's") and AA+ from Standard & Poor's Credit Market
Services Europe Limited ("S&P"). Each of Moody's and S&P is established in the European Economic Area ("EEA") and registered under Regulation (EC)
No 1060/2009, as amended (the "CRA Regulation") and is, as of the date of this Base Prospectus, included in the list of credit rating agencies published by the
European Securities and Markets Authority ("ESMA") on its website (www.esma.europa.eu/page/list-registered-and-certified-CRAs) in accordance with the
CRA Regulation. According to Moody's rating system, the Aa1 rating indicates that the obligations are judged to be of high quality and are subject to very low
credit risk. According to S&P rating system, the AA+ rating indicates that the issuer has very strong capacity to meet financial commitments.
In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency
established in the EEA and registered under the CRA Regulation unless (1) the rating is provided by a credit rating agency not established in the EEA but is
endorsed by a credit rating agency established in the EEA and registered under the CRA Regulation or (2) the rating is provided by a credit rating agency not
established in the EEA which is certified under the CRA Regulation. ESMA is obliged to maintain on its website a list of credit rating agencies registered and
certified in accordance with the CRA Regulation. The ESMA website is not incorporated by reference into, nor does it form part of, this Base Prospectus. This
list must be updated within five working days of ESMA's option of any decision to withdraw the registration of credit rating agency under the CRA Regulation.
Therefore, such a list is not conclusive evidence of the status of the relevant rating agency as there may be delays between certain supervisory measures being
taken against a relevant rating agency and the publication of the updated ESMA list.
Tranches of Instruments issued under the Programme may be rated or unrated. Where a Tranche of Instruments is rated, such rating will not necessarily be the
same as the rating(s) described above or the rating(s) assigned to Instruments already issued. Where a Tranche of Instruments is rated, the applicable
rating(s) will be specified in the relevant Final Terms.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the
assigning rating agency.
Investing in Instruments issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of SEK to fulfil its
obligations under the Instruments are discussed under "Risk Factors" below.
Arranger for the Programme
CITIGROUP
Dealers
AB SEK SECURITIES
BARCLAYS
BNP PARIBAS
BOFA MERRILL LYNCH
CITIGROUP
DAIWA CAPITAL MARKETS EUROPE
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
J.P. MORGAN
MITSUBISHI UFJ SECURITIES INTERNATIONAL PLC
MIZUHO SECURITIES
MORGAN STANLEY
NOMURA
TD SECURITIES
THE ROYAL BANK OF SCOTLAND

4 April 2014
- i -

This Base Prospectus may only be used for the purpose for which it has been published.
SEK has confirmed to the dealers (the "Dealers") named under "Plan of Distribution" below that this
Base Prospectus contains all information regarding SEK (subject to being completed by each relevant
Final Terms or supplemented, amended and/or replaced by each relevant Pricing Supplement or by each
relevant Drawdown Prospectus (each as defined herein)) and the debt instruments (the "Instruments")
issued under the Programme which is (in the context of the issue of the Instruments) material and that
such information is true and accurate in all material respects and is not misleading. SEK accepts
responsibility for the information contained in this document. To the best of SEK's knowledge (which
has taken all reasonable care to ensure that such is the case), the information contained in this document is
in accordance with the facts and does not omit anything likely to affect the import of such information.
Each Tranche (as defined herein) of Instruments, for which a prospectus is required in connection with
the issue of such Instruments in accordance with the Prospectus Directive, will be issued on the terms set
out herein under "Terms and Conditions of the Instruments" (the "Conditions") as completed by a
document specific to such Tranche called final terms (the "Final Terms") or as supplemented, amended
and/or replaced in a separate prospectus specific to such Tranche (the "Drawdown Prospectus"). Each
Tranche of Instruments, for which no prospectus is required in connection with the issue of such
Instruments in accordance with the Prospectus Directive, will be issued on the terms set out in the
Conditions, as supplemented, amended and/or replaced by a document specific to such Tranche called a
pricing supplement (the "Pricing Supplement"). Any reference to the Final Terms shall be read and
construed as a reference to a Drawdown Prospectus or a Pricing Supplement (as applicable) unless the
context requires otherwise. In the case of a Tranche of Instruments which is the subject of a Drawdown
Prospectus or a Pricing Supplement (as applicable), each reference in this Base Prospectus to (i)
information being specified or identified in the relevant Final Terms shall be read and construed as a
reference to such information being specified or identified in the relevant Drawdown Prospectus or a
Pricing Supplement (as applicable) and (ii) terms as completed by the relevant Final Terms shall be read
and construed as a reference to such terms being supplemented, amended and/or replaced by the relevant
Drawdown Prospectus or Pricing Supplement, unless the context requires otherwise.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other document entered into in relation to the Programme
or any information supplied by SEK or such other information as is in the public domain and, if given or
made, such information or representation should not be relied upon as having been authorised by SEK or
any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this
Base Prospectus and none of them makes any representation or warranty or accepts any responsibility as
to the accuracy or completeness of the information contained in this Base Prospectus. Neither the
delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Instrument
shall, in any circumstances, create any implication that the information contained in this Base Prospectus
is true subsequent to the date hereof or the date upon which this Base Prospectus has been most recently
amended or supplemented or that there has been no adverse change, or any event reasonably likely to
involve any adverse change, in the prospects or financial or trading position of SEK since the date thereof
or, if later, the date upon which this Base Prospectus has been most recently amended or supplemented or
that any other information supplied in connection with the Programme is correct at any time subsequent
to the date on which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of
Instruments in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus comes are required by SEK and the Dealers to inform themselves about and to observe any
such restrictions. For a description of certain restrictions on offers, sales and deliveries of Instruments
and on distribution of this Base Prospectus or any Final Terms and other offering material relating to the
Instruments see "Plan of Distribution" on page 129 hereof. In particular, the Instruments have not been
and will not be registered under the Securities Act and may include Instruments in bearer form which are
subject to U.S. tax law requirements. Subject to certain exceptions, the Instruments may not be offered,
sold or delivered to, or for the account or benefit of, U.S. persons or persons in the United States or its
possessions, as those terms are defined in the U.S. Internal Revenue Code. The Instruments may be
offered and sold (A) in bearer and registered form outside the United States to non-U.S. persons in
reliance on Regulation S and (B) in registered form to QIBs in reliance on Rule 144A.
- ii -

NEITHER THE PROGRAMME NOR ANY INSTRUMENT ISSUED HEREUNDER HAS BEEN
APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE
COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION IN THE UNITED
STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAS ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF ANY
OFFERING OF INSTRUMENTS OR THE ACCURACY OR ADEQUACY OF THIS BASE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE
IN THE UNITED STATES.
This Base Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any
Instruments and should not be considered as a recommendation by SEK, the Dealers or any of them that
any recipient of the Base Prospectus or any Final Terms should subscribe for or purchase any
Instruments. Each recipient of the Base Prospectus or any Final Terms shall be deemed to have made its
own investigation and appraisal of the condition (financial or otherwise) of SEK.
In addition, in the context of any offer of Instruments that is not made within an exemption from the
requirement to publish a prospectus under the Prospectus Directive, there is certain important information
that is set out herein under "Important Information relating to Public Offer of Instruments".
STABILISATION
In connection with the issue of any Tranche of Instruments, the Dealer or Dealers (if any) acting as
the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) may over-
allot Instruments or effect transactions with a view to supporting the market price of the
Instruments at a level higher than that which might otherwise prevail. However, there is no
assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager)
will undertake stabilisation action. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the final terms of the offer of the relevant Tranche of
Instruments is made and, if begun, may be ended at any time, but it must end no later than the
earlier of 30 days after the issue date of the relevant Tranche of Instruments and 60 days after the
date of the allotment of the relevant Tranche of Instruments. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf
of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
DEFINITIONS
In this Base Prospectus, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area, references to "USD", "U.S.$", "U.S. dollars" or "dollars"
are to United States dollars, references to "£" or "sterling" are to the lawful currency of the United
Kingdom, references to "SKr" are to Swedish Krona, references to "Euro", "euro", "" or "EUR" are to
the single currency introduced at the start of the third stage of European Economic and Monetary Union
and as defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of
the euro, as amended, references to "Renminbi", "RMB" and "CNY" are to the lawful currency of the
People's Republic of China (excluding the Hong Kong Special Administrative Region of the PRC, the
Macau Special Administrative Region of the PRC and Taiwan) (the "PRC") and references to "S$" are to
the lawful currency of Singapore.
In this Base Prospectus, 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 shall
not form part of, or be deemed to be incorporated into, this Base Prospectus.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES
The Instruments have not been and will not be registered under the Securities Act, or with any securities
regulatory authority of any state or other jurisdiction in the United States of America, and may not be
offered, sold, pledged or otherwise transferred except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and in compliance with any applicable
state securities laws. Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the Instruments or determined whether this Base Prospectus is
truthful or complete. Any representation to the contrary is a criminal offence in the United States. The
Instruments issued hereunder may be offered (a) to QIBs in reliance on the exemption from the
- iii -

registration requirements of the Securities Act provided by Rule 144A and (b) outside the United States
only to non-U.S. persons in "offshore transactions" in accordance with Regulation S.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE
REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE
OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF
THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS
TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT
THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANYWAY
UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO
MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR
CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.
ENFORCEMENT OF LIABILITIES
SEK is a joint stock company incorporated in Sweden, and all of its directors and executive officers and
the experts named herein are residents of countries other than the United States. A substantial portion of
the assets of SEK and all or a substantial portion of the assets of such persons are located outside the
United States. As a result, it may be difficult or impossible for investors to effect service of process
within the United States upon such persons or to realise against them or SEK upon judgments of courts of
the United States predicated upon civil liabilities under the Securities Act. SEK has been advised by its
Swedish counsel, Advokatfirman Vinge KB, that there is doubt as to the enforceability of claims in
Sweden in respect of liabilities predicated solely upon the Securities Act, whether or not such claims are
based upon judgments of United States courts.
FORWARD LOOKING STATEMENTS
This Base Prospectus and certain documents incorporated by reference herein contain certain forward-
looking statements within the meaning of Section 21E of the United States Securities Exchange Act of
1934, as amended (the "Exchange Act"), and Section 27A of the Securities Act, with respect to certain of
the plans and current goals of SEK and expectations relating to SEK's future financial condition and
performance. These forward-looking statements can be identified by the fact that they do not relate only
to historical or current facts. Forward-looking statements sometimes use words such as "anticipate",
"expect", "estimate", "intend", "should", "believe", or other words of similar meaning. Examples of
forward-looking statements include, among others, statements regarding financial projections and
estimates and their underlying assumptions; plans, objectives and expectations relating to future
operations and services; the impact of regulatory initiatives on SEK's operations; general industry and
macroeconomic growth rates and performance relative to them; and future performance.
Forward-looking statements are based on current plans, estimates and projections, and therefore investors
should not place undue reliance on them. Forward-looking statements speak only as of the date they are
made, and SEK undertakes no obligation to update any forward-looking statement in light of new
information or future events, although SEK intends to continue to meet its ongoing disclosure obligations
under the U.S. securities laws (such as the obligations to file annual reports on Form 20-F and reports on
Form 6-K) and under other applicable laws. Forward-looking statements involve inherent risks and
uncertainties, most of which are difficult to predict and generally beyond SEK's control. Investors are
cautioned that a number of important factors could cause actual results or outcomes to differ materially
from those expressed in, or implied by, forward-looking statements. These factors include, among others,
the following:
·
Disruptions in the financial markets or economic recessions;
·
Credit risk;
- iv -

·
Potential material weakness in SEK's internal controls over financial reporting;
·
Potential reductions in SEK's access to international capital markets;
·
Volatile or illiquid market conditions;
·
The fact that SEK's hedging strategies may not prevent losses;
·
Fluctuations in foreign currency exchange rates;
·
Increasing competition;
·
Operational risk;
·
Natural disasters, political unrest or other events beyond SEK's control;
·
Potential changes in law or regulation; and
·
Adverse developments in emerging market countries.
Any forward-looking statements made by or on behalf of SEK speak only as at the date they are made.
SEK does not undertake to update forward-looking statements to reflect any changes in its expectations
with regard thereto or any changes in events, conditions or circumstances on which any such statement is
based. Any potential investor should, however, consult any additional disclosures that SEK has made or
may make in documents that SEK has filed or may file with the SEC.
- v -

CONTENTS

Page
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
IMPORTANT INFORMATION RELATING TO PUBLIC OFFERS OF INSTRUMENTS . . . . . . . . . . 27
INFORMATION INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
FORM OF THE INSTRUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
TERMS AND CONDITIONS OF THE INSTRUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
FORM OF FINAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
FORM OF PRICING SUPPLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
OVERVIEW OF PROVISIONS RELATING TO THE INSTRUMENTS WHILE IN GLOBAL FORM
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
SEK AN INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134
PRC CURRENCY CONTROLS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141
UNITED STATES FEDERAL INCOME TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143
UNITED STATES EMPLOYEE BENEFIT PLAN CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . 151
THE AUTHORISED OFFEROR TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections A E (A.1
 E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because
some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is
possible that no relevant information can be given regarding the Element. In this case a short description of the Element is
included in the summary with the mention of "Not Applicable".
Words and expressions defined in the "Terms and Conditions of the Instruments" below or elsewhere in this Base Prospectus
have the same meanings in this summary.

Section A Introduction and Warnings
A.1
Introduction:
Warning that:
·
this summary should be read as an introduction to the Base Prospectus;
·
any decision to invest in the Instruments should be based on consideration of the Base
Prospectus as a whole by the investor;
·
where a claim relating to the information contained in the Base Prospectus is brought
before a court, the plaintiff investor might, under the national legislation of the Member
States, have to bear the costs of translating the Base Prospectus before the legal
proceedings are initiated; and
·
civil liability attaches only to SEK, but only if the summary, including any translation
thereof, is misleading, inaccurate or inconsistent when read together with the other
parts of the Base Prospectus or it does not provide, when read together with the other
parts of the Base Prospectus, key information in order to aid investors when considering
whether to invest in such Instruments.
A.2
Consent:
[Not Applicable. [The Instruments are issued in denominations of at least EUR100,000 (or its
equivalent in any other currency)/An exemption from the obligation under the Prospective
Directive to publish a prospectus applies.]]
[General/Specific Consent:] [SEK consents to the use of the Base Prospectus in connection
with a Public Offer of the Instruments by [any financial intermediary]/[] which is authorised
to make such offers under the Markets in Financial Instruments Directive (Directive
2004/39/EC) on the following basis:
(a) the relevant Public Offer must occur during the period from and including [] to but
excluding [](the "Offer Period");
[(b) the relevant Authorised Offeror must satisfy the following conditions: [].]
[In addition to the above for the consent to be valid the relevant Authorised Offeror must also
publish an acceptance statement on its website.]]

Authorised Offerors will provide information to Investors on the terms and conditions of
the Public Offer of the relevant Instruments at the time such Public Offer is made by the
Authorised Offeror to the Investor. Neither SEK nor any of the Dealers has any
responsibility for any of the actions of any Authorised Offeror.

- 1 -

Section B Issuer
B.1
Legal name of AB Svensk Exportkredit (Swedish Export Credit Corporation) ("SEK")
the issuer:

Commercial
SEK
name of the
issuer:
B.2
Domicile, legal SEK is incorporated as a public company with limited liability in the Kingdom of Sweden
form,
under the Swedish Companies Act. SEK has its registered office in Stockholm, the Kingdom
legislation and of Sweden.
country
of
incorporation
of SEK:
B.4b
Trends:
In recent years, SEK has focused on lending to the Swedish export industry in response to the
great demand for reliable financing. SEK's role as a long-term lender has grown stronger and
its effort to broaden its customer base is continuing. SEK's financial performance is affected
by borrower and counterparty credit quality and general economic conditions. To some
extent, changes in interest rates, foreign exchange rates and other market factors also affect
SEK's business. Operational risks, such as fraud, errors by employees, failure to document
transactions properly or to obtain proper internal authorisation and equipment failures are
inherent in SEK's businesses. SEK's business is subject to regulation and regulatory
oversight. Any significant regulatory developments could have an effect on how SEK
conducts its business and on SEK's results of operations.
Emerging economies are continuing their strong development, with increasing purchasing
power and increasingly modern and developed infrastructure. The Swedish export industry is
largely focused on infrastructure, telecoms, energy supply, transport and environmental
technology -- all areas that are enjoying strong demand in emerging economies. Access to
financing is often the deciding factor in whether or not an export deal goes ahead.
B.5
The Group:
SEK is the parent company of a group comprising its wholly-owned subsidiaries AB SEK
Securities and Venantius AB, including the latter's wholly-owned subsidiary VF Finans AB
(together, the "Group").
B.9
Profit
Not Applicable. SEK does not make profit forecasts.
Forecast:
B.10
Audit Report Not Applicable. There are no qualifications in the auditor's reports for SEK.
Qualifications:
B.12
Selected Key SEK selected key financial information
Financial
Information:
The following key financial information has been extracted from the audited consolidated
financial statements of SEK as of 31 December 2012 and 31 December 2013 and for each of
the three years in the period ended 31 December 2013, set out in the 20-F incorporated by
reference in this Base Prospectus.
- 2 -

Statement of financial position
31-12-2013
31-12-2012
31-12-2011
Skr mn

Loans, outstanding and
undisbursed . . . . . . . . . . . .
221,958
218,822
220,672
Outstanding senior debt . . .
269, 216
272,637
273,245
Outstanding subordinated
debt . . . . . . . . . . . . . . . . . . .
1,607
3,013
3,174
Total assets . . . . . . . . . . . . .
306,554
313,136
319,702
Total liabilities . . . . . . . . . .
291,564
298,756
305,734

Total equity . . . . . . . . . . . .
14, 990
14,380
13,968

Consolidated Statement of
Comprehensive Income
31-12-2013
31-12-2012
31-12-2011
Skr mn

Net interest revenues . . . . . .
1,554,8
1,879.9
1,870.8
Net commissions . . . . . . . . .
-5.1
0.2
-2.6
Net results of financial
transactions . . . . . . . . . . . . .
408.4
-507.7
523.4
Other operating income . . .
0.0
19.9
108.8
Administrative costs . . . . . .
-475.5
-525.0
-485.9
Depreciations and
amortizations of non-financial
assets . . . . . . . . . . . . . . . . . .
-35.8
-19.5
-14.5
Net credit losses . . . . . . . . .
-38.7
-23.4
-110.9
Operating profit . . . . . . . . . .
1,408.1
824.4
1,889.1
Taxes . . . . . . . . . . . . . . . . . .
-318.0
-115.6
-489.6
Net profit for the year
(after taxes) . . . . . . . . . . . . .
1,090.1
708.8
1,399.5

There has been no material adverse change in the prospects of SEK since 31 December 2013.
Not applicable. There has been no significant change in the financial or trading position of
SEK and the Group since 31 December 2013.
B.13
Recent Events: Not Applicable. There have been no recent events particular to SEK or the Group which are to
a material extent relevant to the evaluation of SEK's solvency since the publication of SEK's
audited consolidated financial statements for the year ended 31 December 2013.
B.14
Dependence
Not Applicable. SEK is not dependent on other entities in the Group.
upon
other
entities within
the Group:
B.15
SEK's
SEK provides long-term sustainable financial solutions for the Swedish export sector with the
Principal
aim of promoting the development and international competitiveness of Swedish industry and
Activities:
trade. SEK may finance exporters and their end-customers. According to SEK's instructions
from the Swedish government, it shall provide support through loans via the state-supported
export credit system and export credits of primarily long-term duration, corporate loans of
primarily long-term duration and with a direct link to export activities, lending in local
(unusual) currencies, long-term project finance, and advice in internationally procured and
funded projects and sustainability requirements.
B.16
Controlling
SEK is wholly-owned by the Swedish state through the Ministry of Finance.
Persons:
- 3 -

B.17
Ratings
SEK has been assigned a long-term debt rating of 'Aa1' from Moody's Investors Service Ltd
assigned
to ("Moody's") and 'AA+' from Standard & Poor's Credit Market Services Europe Limited
SEK or its ("S&P").
Debt
Securities:
[The Instruments to be issued have been/are expected to be rated [·] by [·].]
[The Instruments are not rated.]

Section C Securities
C.1
Type and Class The Instruments are notes. Instruments may be fixed rate notes, floating rate notes, zero
of Securities:
coupon notes or index linked notes.1

[The Instruments are [] per cent. fixed rate notes.]
[The Instruments are floating rate notes.]

[The Instruments are zero coupon notes.]

[The Instruments are index linked notes.]

C.2
Currency
of Instruments may be denominated in any currency or currencies, subject to compliance with all
the Securities applicable legal and/or regulatory and/or central bank requirements. 2
Issue:
[The Instruments are denominated in [].]
C.5
Restrictions on The distribution of this Base Prospectus and the offering, sale and delivery of Instruments in
Free
certain jurisdictions may be restricted by law. Persons into whose possession this Base
Transferability Prospectus comes are required by SEK and by the Dealers to inform themselves about and to
observe any such restrictions.
In particular, Instruments offered and sold outside the United States to non-US persons in
reliance on Regulation S and/or Instruments offered and sold within the United States to
"qualified institutional buyers" in reliance on Rule 144A, must comply with certain transfer
restrictions.
Instruments held in a clearing system will be transferred in accordance with the rules,
procedures and regulations of that clearing system.
C.8
The
Rights Negative Pledge: The unsubordinated Instruments will have the benefit of a negative pledge
Attaching
to in respect of any indebtedness for money borrowed by SEK or its subsidiaries.
the Securities,
including
Cross Default: The unsubordinated Instruments will have the benefit of a cross default subject
Ranking and to a threshold of U.S.$10,000,000 (or its equivalent in any other currency).
Limitations to
those Rights:
Taxation: Payments in respect of Instruments will be made without withholding or deduction
with respect to Swedish taxes, unless such withholding or deduction is required by law. In
such event, SEK will, subject to customary exceptions, pay such additional amounts as shall
be necessary in order that the net amounts received by the Holder of any Instrument or
Coupon, as the case may be, after such withholding or deduction shall equal the respective
amounts of principal and interest which would have been receivable in respect of such
Instrument or Coupon, as the case may be, in the absence of such withholding or deduction.

1 Note: delete in issue specific summary.
2 Note: delete in issue specific summary.
- 4 -

Document Outline

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Furthermore, prospective investors should also appreciate that:
- (i) an investment in the Instruments is not the same as an investment in the underlying equities or commodities, and does not confer any interest in the underlying equities or commodities or rights to vote or receive dividends;
- (ii) they cannot rely, and will not at any time in the future be able to rely, on SEK to provide them with any information relating to, or to keep under review on their behalf, the business, financial condition, prospects, status or affairs of any und...
- (iii) SEK has not made and is not making any representations whatsoever as to the reference entity or any information contained in any document filed by the reference entity with any exchange or with any regulatory authority or governmental entity;
- (iv) SEK may make loans or otherwise extend credit to, and generally engage in any kind of commercial or investment banking activities or other business including any derivatives business (howsoever defined) with the reference entity or any of its sub...
- (v) SEK may, whether by virtue of the types of relationships described above or otherwise, at the date hereof this date or at any time be in possession of information in relation to any obligors of the reference entity which is or may be material in t...
- (a) Specific Consent: SEK consents to the use of this Base Prospectus in connection with a Public Offer of Instruments in any Public Offer Jurisdiction by any of the Dealers and by:
  - (i) any financial intermediary named as an Initial Authorised Offeror in the applicable Final Terms; and
  - (ii) any financial intermediary appointed after the date of the applicable Final Terms and whose name is published on the website of SEK (www.sek.se) and identified as an Authorised Offeror in respect of the relevant Public Offer; and
- (b) General Consent: if (and only if) Part B of the applicable Final Terms specifies "General Consent" as "Applicable", SEK hereby offers to grant its consent to the use of this Base Prospectus in connection with a Public Offer of Instruments in any ...
- (a) is only valid in respect of the relevant Tranche of Instruments;
- (b) is only valid during the Offer Period specified in the applicable Final Terms; and
- (c) only extends to the use of this Base Prospectus to make Public Offers of the relevant Tranche of Instruments in such of the Public Offer Jurisdictions as are specified in the applicable Final Terms.
The following documents contain information that is incorporated by reference into this Base Prospectus:
The following information contained in the documents referred to above shall be deemed to be incorporated in, and to form part of, the Base Prospectus:
- (i) in accordance with Regulation S and which are not issued as part of a series which is also offered in accordance with Rule 144A, in either bearer form (the "Bearer Instruments") or, in registered form (the "International Registered Instruments"); or
- (ii) in registered form, which are issued as part of a series which is solely or also offered in accordance with Rule 144A, in restricted and/or unrestricted global or individual instrument certificate form (the "DTC Registered Instruments", and toget...
- (iii) in uncertificated, dematerialised book-entry form in accordance with (a) the Swedish Financial Instruments Accounts Act (Sw. Lag (1998: 1479) om kontoföring av finansiella instrument) as amended (the "SFIA Act") (the "ESw Instruments"); or (b) ...
- 1. Bearer Instruments
- 2. Registered Instruments
- 3. Scandinavian Instruments
Each purchaser of DTC Registered Instruments outside the United States pursuant to Regulation S in the form of one or more Unrestricted Global Instrument Certificates or Unrestricted Individual Instrument Certificates and each subsequent purchaser of...
- (i) it is, or at the time Instruments are purchased will be, the beneficial owner of such Instruments and:
  - (a) it is not a U.S. person and it is located outside the United States (within the meaning of Regulation S); and
  - (b) it is not an affiliate of SEK or a person acting on behalf of such an affiliate;
- (ii) it understands that such Instruments have not been and will not be registered under the Securities Act and that, prior to the expiration of the distribution compliance period (as defined in Regulation S), it will not offer, sell, pledge or otherw...
  - (a) in accordance with Rule 144A to a person that it and any person acting on its behalf reasonably believe is a QIB purchasing for its own account or the account of one or more QIBs;
  - (b) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S; or
  - (c) to SEK, in each case in accordance with any applicable securities laws of any state of the United States;
- (iii) unless otherwise stated in the relevant Final Terms, (a) it is not and is not deemed for purposes of ERISA or Section 4975 of the Code to be and for so long as it holds Instruments (or any interest therein) will not be or be deemed for such purp...
- (iv) it understands that SEK, the relevant Registrar, the Dealers and their affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements.
Each purchaser of DTC Registered Instruments in reliance on Rule 144A in the form of one or more Restricted Global Instrument Certificates or Restricted Individual Instrument Certificates, by accepting delivery of this Base Prospectus, will be deemed...
- (i) the purchaser (a) is a QIB, (b) is acquiring the Instruments for its own account or for the account of one or more QIBs and (c) is aware, and each beneficial owner of such Instruments has been advised that the sale of the Instruments to it is bein...
- (ii) the purchaser understands that the Instruments are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act and that the Instruments have not been and will not be register...
- (iii) unless otherwise stated in the relevant Final Terms, (a) the purchaser is not and is not deemed for purposes of ERISA or Section 4975 of the Code to be and for so long as it holds Instruments (or any interest therein) will not be or be deemed fo...
- (iv) the purchaser understands that the Restricted Global Instrument Certificate and any Restricted Individual Instrument Certificate will bear a legend to the following effect, unless SEK determines otherwise in accordance with applicable law:
- (v) the purchaser understands that SEK, the 144A Registrar, the Dealers and their affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements; and
- (vi) if it is acquiring any Instruments for the account of one or more QIBs, the purchaser represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, represent...
The Instruments are issued in series (each a "Series"), and each Series may comprise one or more tranches (each a "Tranche") of Instruments. Each Tranche, for which a prospectus is required in connection with such issue in accordance with Directive ...
- 1. Interpretation
  - 1.1 In these Conditions the following expressions have the following meanings:
  - 1.2 Interpretation: In these Conditions:
- 2. Form, Denomination and Title
  - 2.1 Instruments are issued in bearer form ("Bearer Instruments"), in registered form in accordance with Regulation S but not Rule 144A (the "International Registered Instruments"), in registered form in accordance with Rule 144A only or together with ...
  - 2.2 Instruments in bearer form: Bearer Instruments are issued in the Specified Denomination(s) with Coupons and, if specified in the relevant Final Terms, Talons attached at the time of issue. In the case of a Series of Bearer Instruments with more ...
  - 2.3 Instruments in registered form and Scandinavian form: Registered Instruments and Scandinavian Instruments are issued in the Specified Denomination(s). The Holder of each Registered Instrument and the Holder of each Scandinavian Instrument shall ...
- 3. Register and Transfers of Registered Instruments and Scandinavian Instruments
  - 3.1 Register: The relevant Registrar for Registered Instruments will maintain the Register in accordance with the provisions of the Fiscal Agency Agreement. The Register for the ESw Instruments is maintained in accordance with the SFIA Act and ESw r...
  - 3.2 Transfers: Subject to Conditions 3.5 (Closed periods) and 3.6 (Regulations concerning transfers and registration) below, a Registered Instrument may be transferred upon surrender of the relevant Instrument Certificate, with the endorsed form of t...
  - 3.3 Registration and delivery of Instrument Certificates: Within five business days of the surrender of an Instrument Certificate in accordance with Condition 3.2 (Transfers) above, the relevant Registrar will register the transfer in question and de...
  - 3.4 No charge: The transfer of a Registered Instrument will be effected without charge by or on behalf of SEK or the relevant Registrar but against such indemnity as the relevant Registrar may require in respect of any tax or other duty of whatsoever...
  - 3.5 Closed periods: Holders of Registered Instruments may not require transfers to be registered during the period of 15 calendar days ending on the due date for any payment of principal or interest in respect of the Registered Instruments. No Holde...
  - 3.6 Regulations concerning transfers and registration: All transfers of Registered Instruments and entries in the Register are subject to the detailed regulations concerning the transfer of Registered Instruments scheduled to the Fiscal Agency Agreem...
  - 3.7 Upon the transfer, exchange or replacement of Instrument Certificates of any Tranche bearing the private placement legend (the "Private Placement Legend") set forth in the form of Registered Instrument scheduled to the Fiscal Agency Agreement, the...
  - 3.8 For so long as any of the Registered Instruments represented by any Instrument Certificate bearing the Private Placement Legend remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, SEK c...
- 4. Status
- 5. Negative Pledge
- 6. Fixed Rate Instrument Provisions
  - 6.1 Application: This Condition 6 (Fixed Rate Instrument Provisions) and Condition 16 (Calculation Agent) are applicable to the Instruments only if the Fixed Rate Instrument Provisions are specified in the relevant Final Terms as being applicable.
  - 6.2 Accrual of interest: The Instruments bear interest from (and including or, in the case of the Scandinavian Instruments, but excluding) the Interest Commencement Date at the Interest Rate payable in arrear on each Interest Payment Date, subject as...
  - 6.3 Fixed Coupon Amount: The amount of interest payable in respect of each Instrument for any Interest Period shall be the relevant Fixed Coupon Amount and, if the Instruments are in more than one Specified Denomination, shall be the relevant Fixed C...
  - 6.4 Calculation of interest amount: The amount of interest payable in respect of each Instrument for any period for which a Fixed Coupon Amount is not specified shall be calculated by applying the Interest Rate to the Calculation Amount, multiplying ...
- 7. Floating Rate Instrument Provisions
  - 7.1 Application: This Condition 7 (Floating Rate Instrument Provisions) and Condition 16 (Calculation Agent) are applicable to the Instruments only if the Floating Rate Instrument Provisions are specified in the relevant Final Terms as being applicable.
  - 7.2 Accrual of interest: The Instruments bear interest from (and including or, in the case of the Scandinavian Instruments, but excluding) the Interest Commencement Date at the Interest Rate payable in arrear on each Interest Payment Date, subject as...
  - 7.3 Screen Rate Determination: If Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Interest Rate(s) is/are to be determined, the Interest Rate applicable to the Instruments for each Interest Period will be...
  - 7.4 ISDA Determination: If ISDA Determination is specified in the relevant Final Terms as the manner in which the Interest Rate(s) is/are to be determined, the Interest Rate applicable to the Instruments for each Interest Period will be the sum of th...
  - 7.5 Maximum or Minimum Interest Rate: If any Maximum Interest Rate or Minimum Interest Rate is specified in the relevant Final Terms, then the Interest Rate shall in no event be greater than the maximum or be less than the minimum so specified.
  - 7.6 Calculation of Interest Amount: The Calculation Agent will, as soon as practicable after the time at which the Interest Rate is to be determined in relation to each Interest Period, calculate the Interest Amount payable in respect of each Instrum...
  - 7.7 Publication: The Calculation Agent will cause each Interest Rate and Interest Amount determined by it, together with the relevant Interest Payment Date, any other amount(s) required to be determined by it together with any relevant payment date(s...
- 8. Index-Linked Instrument Provisions
  - 8.1 Interest Rate: The Interest Rate payable from time to time in respect of the Instruments will be determined by the Calculation Agent on the following basis:
  - 8.2 Accrual of interest: The Instruments bear interest from (and including or, in the case of the Scandinavian Instruments, but excluding) the Interest Commencement Date at the Interest Rate payable in arrear on each Interest Payment Date, subject as...
  - 8.3 Interest Determination Date
  - 8.4 Maximum or Minimum Interest Rate: If any Maximum Interest Rate or Minimum Interest Rate is specified in the relevant Final Terms, then the Interest Rate shall in no event be greater than the maximum or be less than the minimum so specified.
  - 8.5 Calculation of Interest Amount: The Calculation Agent will, as soon as practicable after the time at which the Interest Rate is to be determined in relation to each Interest Period, calculate the Interest Amount payable in respect of each Instrum...
  - 8.6 Changes in circumstances affecting the Index
    - (i) Correction of the Index Level: In the event that the Index Level is subsequently corrected and the correction is published on the original date of publication (provided that the publication shall be made no later than three Scheduled Trading Days...
    - (ii) Discontinuation of the Index/Alteration of Method of Calculation: If subsequent to the Issue Date and prior to the Maturity Date, the Index is materially modified ("Index Modification") or permanently cancelled ("Index Cancellation") (each an "I...
  - 8.7 Definitions:
    - For the purposes of this Condition 8 (Index-Linked Instrument Provisions), Condition 11.1(i) (Index-Linked Redemption Amount), Condition 11.6 (Mandatory Early Redemption) and Condition 11.7 (Redemption for Index Adjustment Event), the following expre...
    - "Determination Level" means a percentage of the Initial Level as specified in the relevant Final Terms.
    - "Disrupted Day" means any Scheduled Trading Day on which the Calculation Agent determines that it is impossible to obtain the Index Level or the Index Level for any reason should be disregarded.
    - "Exchange(s)" means any stock exchange and/or quotation system relevant to the Index as determined by the Calculation Agent.
    - "Higher Index-Linked Interest Rate" means a percentage rate as set out in the relevant Final Terms.
    - "Index" means the relevant underlying (being an index, a share or a commodity, or a basket of indices, shares or commodities) as specified in the Final Terms.
    - "Index Level" means the level of the Index as of the Valuation Time, as determined by the Calculation Agent.
    - "Initial Level" or (in the case of more than one underlying index, share or commodity) "Initial Leveli" means, for each underlying index, share or commodity, the initial Index Level as specified in the Final Terms.
    - "Lower Index-Linked Interest Rate" means a percentage rate as set out in the relevant Final Terms.
    - "Scheduled Closing Time" means, in respect of an Exchange and a Scheduled Trading Day, the scheduled weekday closing time of the relevant Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of its regula...
    - "Scheduled Trading Day" means any day on which, in the determination of the Calculation Agent, an Exchange is scheduled to be open for trading for its regular trading sessions or on which the Index Level would normally be published or determined.
    - "Valuation Time" means the Scheduled Closing Time of the relevant Exchange(s). If an Exchange closes prior to its Scheduled Closing Time, then the Valuation Time shall be such actual closing time.
  - 8.8 Consequences of Disrupted Days
  - 8.9 Publication: The Calculation Agent will cause each Interest Rate and Interest Amount determined by it, together with the relevant Interest Payment Date, any other amount(s) required to be determined by it together with any relevant payment date(s...
- 9. Zero Coupon Instrument Provisions
  - 9.1 Application: This Condition 9 (Zero Coupon Instrument Provisions) and Condition 16 (Calculation Agent) are applicable to the Instruments only if the Zero Coupon Instrument Provisions are specified in the relevant Final Terms as being applicable.
  - 9.2 Late payment on Zero Coupon Instruments: If the Redemption Amount payable in respect of any Zero Coupon Instrument is improperly withheld or refused, the Redemption Amount shall thereafter be an amount equal to the sum of:
- 10. FX Rate-Linked Instrument Provisions
  - 10.1 Application and Calculation: This Condition 10 (FX Rate-Linked Instrument Provisions) and Condition 16 (Calculation Agent) are applicable to the Instruments only if the FX Rate-Linked Instrument Provisions are specified in the relevant Pricing S...
  - 10.2 Definitions:
  - 10.3 Publication and Notification etc: As soon as practicable after (i) determining each Indexed Interest Amount and/or any other amount(s) required to be determined by it and (ii) the occurrence of any event it is required to notify in accordance wi...
  - 10.4 Accrual of Interest: Condition 7.2 (Accrual of Interest) will be applicable to Instruments, if the FX Rate-Linked Instrument Provisions are specified in the relevant Pricing Supplement or Drawdown Prospectus as being applicable.
- 11. Redemption and Purchase
  - 11.1 Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the Instruments will be redeemed at their Final Redemption Amount on the Maturity Date, subject as provided in Condition 14 (Payments).
    - (i) Index-Linked Redemption Amount: If Index-Linked Redemption is specified in the relevant Final Terms as being applicable, the Final Redemption Amount per Calculation Amount shall be determined by the Calculation Agent on the following basis:
  - 11.2 Redemption for tax reasons: The Instruments may be redeemed at the option of SEK in whole, but not in part:
  - 11.3 Redemption at the option of SEK: If the Call Option is specified in the relevant Final Terms as being applicable, the Instruments may be redeemed at the option of SEK in whole or, if so specified in the relevant Final Terms, in part on any Optio...
  - 11.4 Partial redemption:
  - 11.5 Redemption at the option of Holders: If the Put Option is specified in the relevant Final Terms as being applicable, SEK shall, at the option of the Holder redeem such Instrument on the Optional Redemption Date (Put) specified in the relevant Pu...
  - 11.6 Mandatory Early Redemption: If, at the Trigger Determination Time on any relevant Trigger Determination Date, the relevant FX Rate (as defined in Condition 10 (FX Rate-Linked Instrument Provisions)) specified in the Final Terms or the relevant I...
  - 11.7 Redemption for Index Adjustment Event: If an Index Adjustment Event occurs and the Calculation Agent determines that it is or will be impossible or impracticable to determine the Index Level on any future date upon which such determination is to ...
  - 11.8 Early redemption of Zero Coupon Instruments: Notwithstanding any other provisions in this Condition 11 (Redemption and Purchase) and unless otherwise specified in the relevant Final Terms, the Redemption Amount payable on redemption of a Zero Co...
  - 11.9 Redemption for Illegality: If Redemption for Illegality is specified in the relevant Final Terms as being applicable, then in the event that the Calculation Agent determines in good faith that the performance of SEK's obligations under the Instr...
  - 11.10 Purchase of Instruments: SEK may at any time purchase Instruments in the open market or otherwise and at any price. Instruments so purchased may be held or resold or surrendered for cancellation.
  - 11.11 Cancellation of Redeemed and Purchased Instruments: All Instruments surrendered for cancellation pursuant to this Condition 11.11 (Cancellation of Redeemed and Purchased Instruments) will (provided, that all unmatured Coupons are attached there...
- 12. Events of Default
- 13. Taxation
  - 13.1 Gross-up: All payments of principal and interest in respect of the Instruments will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of the K...
  - 13.2 Taxing jurisdiction: If SEK becomes subject at any time to any taxing jurisdiction other than the Kingdom of Sweden, references in these Conditions to the Kingdom of Sweden shall be construed as references to the Kingdom of Sweden and/or such ot...
- 14. Payments
- 15. Prescription
  - 15.1 Bearer Instruments will become void unless presented for payment within 10 years after the Relevant Date (as defined in Condition 13 (Taxation)) for payment thereof. Coupons appertaining to Bearer Instruments will become void unless presented fo...
  - 15.2 Claims against SEK in respect of Registered Instruments or ESw Instruments will be prescribed unless made within 10 years (or, in the case of claims in respect of interest, five years) after the due date for payment. Claims against SEK in respec...
- 16. Calculation Agent
  - 16.1 Duties: In performing its duties pursuant to these Conditions and the relevant Final Terms, the Calculation Agent shall act in it sole and absolute discretion, unless otherwise specified. Any delay, deferral or forbearance by the Calculation Ag...
  - 16.2 Determinations, notifications etc: All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of these Conditions by the Calculation Agent of any amount o...
- 17. Paying Agents and Registrars
- 18. Replacement of Instruments
- 19. Meetings of Holders
  - 19.1 The Fiscal Agency Agreement contains provisions, which are binding on SEK and the Holders of Instruments or Coupons, for convening meetings of the Holders of Instruments of any Series to consider matters affecting their interests, including the m...
  - 19.2 A resolution in writing signed by or on behalf of all Holders who for the time being are entitled to receive notice of a meeting of Holders under the terms of the Fiscal Agency Agreement will take effect as if it were an Extraordinary Resolution....
  - 19.3 The Instruments and these Conditions may be amended without the consent of the Holders of Instruments or Coupons to correct a manifest error. In addition, the parties to the Fiscal Agency Agreement and the Scandinavian Agreements may agree to mo...
- 20. Notices
  - 20.1 Subject to the paragraph below and save where another means of effective communication has been specified herein or in the Final Terms, notices to Holders of Bearer Instruments shall be valid if published,
  - 20.2 Notwithstanding Condition 20.1 above, while the Bearer Instruments are represented by a Permanent Global Instrument (or by a Permanent Global Instrument and/or a Temporary Global Instrument) and the Permanent Global Instrument is (or the Permanen...
  - 20.3 Notices to Holders of Registered Instruments will be deemed to be validly given if sent by first class mail or (if posted to an overseas address) by airmail to them (or, in the case of joint Holders, to the first-named in the Register) at their r...
  - 20.4 All notices to Holders of the Scandinavian Instruments will be valid if sent by first class mail or (if posted to an overseas address) by airmail to their registered addresses appearing on the register of ESw, EFi or VP, as the case may be. Any ...
  - 20.5 Notices to SEK will be deemed to be validly given if delivered to SEK at Klarabergsviadukten 61-63, P.O. Box 194, SE-101 23 Stockholm, Sweden (or such other address and/or attention as shall have been notified in accordance with this Condition 20...
- 21. Further Issues
- 22. Rounding
- 23. Law and Jurisdiction
  - 23.1 Governing law: The Instruments, the Fiscal Agency Agreement and the Deed of Covenant and any non-contractual obligations arising out of or in connection with them are governed by English law, except for:
    - (a) Condition 4B (Status … Dated Subordinated Instruments) and 4C (Status … Undated Subordinated Instruments), and the registration and transfer of ESw Instruments, and any non-contractual obligations arising out of or in connection with them, which s...
    - (b) the registration and transfer of EFi Instruments and any non-contractual obligations arising out of or in connection with them, which shall be governed by, and construed in accordance with, Finnish law; and
    - (c) the registration and transfer of VP Instruments and any non-contractual obligations arising out of or in connection with them, which shall be governed by, and construed in accordance with, Danish law.
  - 23.2 English courts: The courts of England have exclusive jurisdiction to settle any dispute (a "Dispute"), arising from or connected with the Instruments.
  - 23.3 Appropriate forum: SEK agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary.
  - 23.4 Rights of the Holders to take proceedings outside England: Condition 23.2 (English courts) is for the benefit of the Holders only. As a result, nothing in this Condition 23 (Law and Jurisdiction) prevents any Holder from taking proceedings rela...
  - 23.5 Process agent: SEK agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to The Trade Commissioner for the time being of Busine...
- 24. Rights of Third Parties
[(The following legend should be included where a non exempt offer of Instruments is anticipated)
The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in subparagraph (ii) below, any offer of Instruments in any Member State of the European Economic Area which has impleme...
- (i) in circumstances in which no obligation arises for SEK or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation...
- (ii) in those Public Offer Jurisdictions mentioned in Paragraph 20 of Part B below, provided such person is one of the persons mentioned in Paragraph 20 of Part B below and that such offer is made during the Offer Period specified for such purpose the...
(Unless stated otherwise, include all the items listed in Part A … Contractual Terms of these Final Terms in connection with all Instruments. References in the drafting notes to retail issues are to issues of Instruments with a denomination of less ...
[Unless stated otherwise, include all the items listed in Part A … Contractual Terms of this Pricing Supplement in connection with all Instruments.]
Whenever any interest in a Temporary Global Instrument is to be exchanged for an interest in a Permanent Global Instrument, SEK shall procure:
- (a) in the case of first exchange, the prompt delivery (free of charge to the bearer) of such Permanent Global Instrument, in the case of a CGI, duly authenticated and in the case of an NGI, effectuated, to the bearer of the Temporary Global Instrumen...
- (b) in the case of any subsequent exchange, an increase in the principal amount of such Permanent Global Instrument in accordance with its terms,
If:
- (a) a Permanent Global Instrument has not been delivered or the principal amount thereof increased by 6.00 p.m. (London time) on the seventh day after the bearer of a Temporary Global Instrument has requested exchange of an interest in the Temporary G...
- (b) Definitive Instruments have not been delivered by 6.00 p.m. (London time) on the thirtieth day after the bearer of a Temporary Global Instrument has requested exchange of the Temporary Global Instrument for Definitive Instruments; or
- (c) a Temporary Global Instrument (or any part thereof) has become due and payable in accordance with the Terms and Conditions of the Instruments or the date for final redemption of a Temporary Global Instrument has occurred and, in either case, payme...
If:
- (a) Definitive Instruments have not been delivered by 6.00 p.m. (London time) on the thirtieth day after the bearer of a Permanent Global Instrument has duly requested exchange of the Permanent Global Instrument for Definitive Instruments; or
- (b) a Permanent Global Instrument (or any part of it) has become due and payable in accordance with the Terms and Conditions of the Instruments or the date for final redemption of the Instruments has occurred and, in either case, payment in full of th...
If:
- (a) Individual International Instrument Certificates have not been delivered by 6.00 p.m. (London time) on the thirtieth day after they are due to be issued and delivered in accordance with the terms of the Global International Instrument Certificate; or
- (b) any of the Instruments represented by a Global International Instrument Certificate (or any part of it) has become due and payable in accordance with the Terms and Conditions of the Instruments or the date for final redemption of the Instruments h...
If:
- (a) Individual Instrument Certificates have not been delivered by 6.00 p.m. (London time) on the thirtieth day after they are due to be issued and delivered in accordance with the terms of the relevant Global Instrument Certificate; or
- (b) any of the Instruments represented by a Global Instrument Certificate (or any part of it) has become due and payable in accordance with the Terms and Conditions of the Instruments or the date for final redemption of the Instruments has occurred an...
United Kingdom: Each Dealer has represented and agreed and each further Dealer appointed under the Programme will be required to represent and agree that:
1. General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Instruments in, from or otherwise involving the United Kingdom;
2. No deposit-taking: in relation to any Instruments having a maturity of less than one year:
3. Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received ...
Where the Instruments are subscribed or purchased by persons who are relevant persons specified under Section 276 of the SFA by a relevant person which is:
- (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited in...
- (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corp...
  - (i) to an institutional investor (under Section 274 of the SFA) or to a relevant person (both as defined in Section 275(2) of the SFA), or (in the case of such corporation) where the transfer arises pursuant to an offer that is made on terms that such...
  - (ii) where no consideration is or will be given for the transfer;
  - (iii) where the transfer is by operation of law;
  - (iv) as specified in Section 276(7) of the SFA; or
  - (v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
  - (a) Approved Prospectus: if the Final Terms or Drawdown Prospectus in relation to the Instruments specify that an offer of those Instruments may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a ...
  - (b) Qualified investors: at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
  - (c) Fewer than 100 offerees: at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Pros...
  - (d) Other exempt offers: at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
- 1. Sweden
- 2. EU Savings Directive
- 3. Luxembourg
- 4. Ireland
- (a) SEK is resident in Ireland for tax purposes; or
- (b) SEK is not resident in Ireland for tax purposes but the register for the Instruments is maintained in Ireland or if the Instruments are in bearer form the Instruments are physically held in Ireland; or
- (c) the assets relating to the Instruments are attributed to an Irish branch or agency of SEK.
- (a) does not relate to any immoveable property in Ireland; or
- (b) does not relate to stocks or marketable securities of a company registered in Ireland.
- 5. United Kingdom
(D) Other Rules Relating to United Kingdom Withholding Tax
- 1. Instruments may be issued at an issue price of less than 100 per cent. of their principal amount. Any discount element on any such Instruments will not generally be subject to any United Kingdom withholding tax pursuant to the provisions mentioned...
- 2. Where Instruments are to be, or may fall to be, redeemed at a premium, as opposed to being issued at a discount, then any such element of premium may constitute a payment of interest. Payments of interest are subject to United Kingdom withholding ...
- 3. Where interest has been paid under deduction of United Kingdom income tax, Holders who are not resident in the United Kingdom may be able to recover all or part of the tax deducted if there is an appropriate provision in any applicable double taxat...
- 4. The references to "interest" above mean "interest" as understood in United Kingdom tax law. The statements above do not take any account of any different definitions of "interest" or principal" which may prevail under any other law or which may be...
- 5. The above description of the United Kingdom withholding tax position assumes that there will be no substitution of SEK as the issuer of the Instruments and does not consider the tax consequences of any such substitution.
- The proposed financial transactions tax ("FTT")
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1. General
- (a) it will at all relevant times act in accordance with all applicable laws, rules, regulations and guidance of any applicable regulatory bodies (the "Rules") including, without limitation and in each case, Rules relating to both the appropriateness ...
- (b) it will immediately inform SEK and any relevant Dealer if at any relevant time it becomes aware or suspects that it is or may be in violation of any Rules;
- (c) in relation to each relevant Public Offer of Instruments, it will comply with the restrictions set out under "Plan of Distribution" in this Base Prospectus as if it were a Dealer and with any further relevant requirements as may be specified in th...
- (d) it will ensure that any fee (and any commissions or benefits of any kind) received or paid by that financial intermediary in relation to the offer or sale of the Instruments does not violate the Rules and is fully and clearly disclosed to Investor...
- (e) it will hold all licences, consents, approvals and permissions required in connection with solicitation of interest in, or offers or sales of, the Instruments under the Rules;
- (f) it will comply with all applicable anti-money laundering, anti-bribery and "know your client" Rules, and will not permit any purchase of Instruments in circumstances where it has any suspicions as to the source of the purchase monies;
- (g) it will retain investor identification records for at least the minimum period required under applicable Rules, and will, if so requested, make such records available to SEK and the relevant Dealer or directly to the appropriate authorities with j...
- (h) it will ensure that it does not, directly or indirectly, cause SEK or the relevant Dealer to breach any Rule or subject SEK or the relevant Dealer to any requirement to obtain or make any filing, authorisation or consent in any jurisdiction;
- (i) it will ensure that no holder of Instruments or potential Investor in Instruments will become an indirect or direct client of SEK or the relevant Dealer(s) for the purposes of any applicable Rules from time to time, and to the extent that any clie...
- (j) it will co-operate with SEK and the relevant Dealer(s) in providing such information (including, without limitation, documents and records maintained pursuant to paragraph (h) above) upon written request from SEK or the relevant Dealer(s) as is av...
  - (i) in connection with any request or investigation by any regulator in relation to the Instruments, SEK or the Dealers; and/or
  - (ii) in connection with any complaints received by SEK and/or any Dealer relating to SEK and/or the Dealers or another Authorised Offeror including, without limitation, complaints as defined in rules published by the FCA and/or any other regulator of ...
  - (iii) which SEK or any Dealer may reasonably require from time to time in relation to the Instruments and/or as to allow SEK or the relevant Dealer(s) fully to comply within its own legal, tax and regulatory requirements,
- (k) during the primary distribution period of the Instruments, it will:
  - (i) not sell the Instruments at any price other than the Issue Price specified in the applicable Final Terms (unless otherwise agreed with the relevant Dealer(s));
  - (ii) not sell the Instruments otherwise than for settlement on the Issue Date specified in the relevant Final Terms;
  - (iii) not appoint any sub-distributors (unless otherwise agreed with the relevant Dealer(s));
  - (iv) not pay any fee or remuneration or commissions or benefits to any third parties in relation to the offering or sale of the Instruments (unless otherwise agreed with the relevant Dealer(s)); and
  - (v) comply with such other rules of conduct as may be reasonably required and specified by the Dealers;
- (l) it will either:
  - (i) obtain from each potential Investor an executed application for the Instruments; or
  - (ii) keep a record of all requests it:
    - (A) makes for its discretionary management clients;
    - (B) receives from its advisory clients; and
    - (C) receives from its execution- only clients,
- (m) it will make available to each potential Investor in the Instruments this Base Prospectus, the applicable Final Terms and any other information materials provided by or on behalf of SEK for such purpose, and will not convey or publish any informat...
- (n) if it conveys or publishes any communication (other than this Base Prospectus, the applicable Final Terms and any other information materials provided by or on behalf of SEK for the purposes of the relevant Public Offer) in connection with the rel...
  - (i) is fair, clear and not misleading and complies with the Rules;
  - (ii) states that such financial intermediary has provided such communication independently of SEK, that such financial intermediary is solely responsible for such communication and that none of SEK and the relevant Dealer(s) accepts any responsibility...
  - (iii) does not, without the prior written consent of SEK or the relevant Dealer(s) (as applicable), use the legal or publicity names of SEK or the relevant Dealer(s) or any other name, brand or logo registered by an entity within their respective grou...
2. Indemnity
3. Governing Law and Jurisdiction
- (a) the contract between SEK and the financial intermediary formed upon acceptance by the financial intermediary of the offer of SEK to use this Base Prospectus with their consent in connection with the relevant Public Offer (the "Authorised Offeror C...
- (b) the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Authorised Offeror Contract (including a dispute relating to any non-contractual obligations arising out of or in conn...
- (c) each relevant Dealer will, pursuant to the Contracts (Rights of Third Parties) Act 1999, be entitled to enforce those provisions of the Authorised Offeror Contract which are, or are expressed to be, for their benefit but, subject to this, a person...
- (d) the parties to the Authorised Offeror Contract do not require the consent of any person not a party to the Authorised Offeror Contract to rescind or vary the Authorised Offeror Contract at any time.
- 1. SEK was incorporated in Sweden on 3 September 1962. SEK is registered with the Swedish Companies Registration Office (Sw. Bolagsverket) in Sundsvall with registered number 556084-0315. SEK is subject to the Companies Act (Sw. Aktiebolagslagen (20...
- 2. Application has been made for the Instruments issued under the Programme to be admitted to listing on the Official List and to trading on the regulated market of the Luxembourg Stock Exchange and to listing on the Official List of the FCA and to tr...
- 3. The establishment of the Programme was authorised by a resolution of the Board of Directors of SEK passed on 30 January 1991. The 2014 update of the Programme was authorised by a resolution of the President of SEK dated 26 March 2014.
- 4. Save as disclosed in the 20-F, item 8 and the notes referred to therein, which has been incorporated by reference into this Base Prospectus, SEK is not and has not been involved in any governmental, legal or arbitration proceedings (including any s...
- 5. The consolidated financial statements of SEK as of 31 December 2012 and 31 December 2013 and for each of the three years in the period ended 31 December 2013, set out in the 20-F incorporated by reference in this Base Prospectus, have been audited ...
- 6. There has been no material adverse change in the prospects of SEK since 31 December 2013, nor has there been any significant change in the financial or trading position of SEK and the Group, which has occurred since 31 December 2013.
- 7. For so long as the Programme remains in effect or any Instruments shall be outstanding the following documents or copies thereof (together with, where applicable, certified English translations thereof) may be in the case of paragraph (e), availabl...
  - (a) SEK's Articles of Association;
  - (b) the Deed of Covenant;
  - (c) the Dealership Agreement and the Fiscal Agency Agreement;
  - (d) the audited consolidated and unconsolidated annual reports for the two financial years preceding the date of the Base Prospectus, such reports having been in each case audited by E&Y, and all subsequent publicly available audited consolidated and ...
  - (e) this Base Prospectus, together with any amendments or supplements thereto and all documents containing information that is incorporated by reference into this Base Prospectus;
  - (f) any Final Terms, Pricing Supplement or Drawdown Prospectuses and any calculation agency agreement between SEK and the Calculation Agent (if any) relating to Instruments which are admitted to listing, trading and/or quotation by any stock exchange,...
  - (g) the Issuer-ICSDs Agreement (which is entered into between SEK and Euroclear and/or Clearstream, Luxembourg with respect to the settlement in Euroclear and/or Clearstream, Luxembourg of Instruments in NGI form).
- 8. SEK currently produces unaudited interim financial reports in respect of each quarter.
- 9. The Instruments will be, as specified in the relevant Final Terms, accepted for clearance through ESw as Swedish Central Depositary (in the case of ESw Instruments), EFi (in the case of EFi Instruments and VP (in the case of VP Instruments), Eurocl...
- 10. Settlement arrangements will be agreed between SEK, the relevant Dealer(s) and the Fiscal Agent or, as the case may be, the relevant Registrar in relation to each Series of Instruments.
- 11. The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of Instruments in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by SEK and the Deale...
- 12. SEK does not intend to provide post-issuance information under paragraph 7.5 of Annex XII of Regulation (EC) No 809/2004, if not otherwise required by all applicable laws and regulations.
- 13. SEK has not entered into any contracts outside of the ordinary course of business that have had or may reasonably be expected to have a material effect on its business or that could result in SEK being under an obligation or entitlement that is ma...
- 14. In additions to the applications already described in this Base Prospectus, SEK may, on or after the date of this Base Prospectus, make applications for one or more further certificates of approval under Article 18 of the Prospectus Directive as i...
- 15. For Instruments issued under the Programme for which a prospectus is required for the purposes of the Prospectus Directive, no Instruments may be issued which (a) have a minimum denomination of less than EUR1,000 (or nearly equivalent in another c...
- 16. Where Instruments have a maturity of less than one year and either (a) the issue proceeds are received by SEK in the United Kingdom or (b) the activity of issuing the Instruments is carried on from an establishment maintained by SEK in the United ...
- 17. Instruments may be issued at any price. The issue price of each Tranche of Instruments to be issued under the Programme will be determined by SEK and the relevant Dealer(s) at the time of issue in accordance with prevailing market conditions and t...
- The yield of each Tranche of Instruments bearing interest at a fixed rate as set out in the applicable Final Terms will be calculated as of the relevant issue date on an annual or semi-annual basis using the relevant issue price. It is not an indicat...